The Goodyear Tire & Rubber Co., et al S-3

C. Thomas Harvie, Esq., Senior Vice President, General Counsel and Secretary

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: o

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box: x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: o

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box: o


(1)	The aggregate initial offering price of the securities issued under this registration statement (including securities issued at an original issue discount) will not in any event exceed $2,000,000,000 or, if any securities are in any foreign currency units, the United States Dollar equivalent of $2,000,000,000.

(2)	The proposed maximum offering price per unit will be determined from time to time by The Goodyear Tire & Rubber Company (“Goodyear”) in connection with the issuance by the registrants of the securities registered hereunder.

(3)	The proposed maximum aggregate offering price has been estimated solely for the purpose of calculating the registration fees pursuant to Rule 457 under the Securities Act of 1933, as amended (the “Securities Act”).

(4)	Not applicable pursuant to General Instruction II.D. to Form S-3.

(5)	Calculated in accordance with Rule 457(o) under the Securities Act and reflects the offering price rather than the principal amount of any Debt Securities issued at a discount.

(6)	There is being registered hereunder such indeterminate principal amount of Debt Securities as may be sold from time to time. If any Debt Securities are issued at an original issue discount, the offering price shall be in such greater principal amount as may result in the initial aggregate offering price for Debt Securities not to exceed $2.0 billion less the amount of any securities previously issued under this Registration Statement. Debt Securities may be issued and sold to Goodyear Capital Trusts I, II and III, in which event such Debt Securities may later be distributed to the holders of trust preferred securities upon the dissolution of Goodyear Capital Trusts I, II and III and the distribution of their assets.

(7)	There is being registered hereunder such indeterminate amount of Subordinated Debt Securities as may be sold from time to time. If any Debt Securities are issued at an original issue discount, the offering price shall be in such greater principal amount as may result in the initial aggregate offering price for Debt Securities not to exceed $2.0 billion less the amount of any securities previously issued under this Registration Statement. Debt Securities may be issued and sold to Goodyear Capital Trusts I, II and III, in which event such Debt Securities may later be distributed to the holders of trust preferred securities upon the dissolution of Goodyear Capital Trusts I, II and III and the distribution of their assets.

(8)	There is being registered hereunder such indeterminate number of shares of the Common Stock of Goodyear as from time to time may be issued at indeterminate prices. Includes Common Stock which may be purchased by underwriters to cover over-allotments, if any.

(9)	Each share of Common Stock of Goodyear issued will include one Preferred Share Purchase Right. Prior to the occurrence of certain events, these rights will not be exercisable or evidenced separately from the Common Stock. No separate consideration will be payable for the preferred stock purchase rights.


(10)	There is being registered hereunder an indeterminate principal amount of Warrants of Goodyear, representing rights to purchase certain of the Debt Securities, Subordinated Debt Securities and Common Stock of Goodyear registered hereunder as may be issued upon the conversion of, in exchange for, or upon the exercise of convertible or exchangeable securities that may be offered pursuant to a prospectus filed with this Registration Statement.

(11)	Warrants to purchase the above referenced securities may be offered and sold separately or together with other securities.

(12)	There is being registered hereunder such indeterminate number of Stock Purchase Contracts of Goodyear as may be sold from time to time.

(13)	There is being registered hereunder such indeterminate number of Stock Purchase Units of Goodyear as may be sold from time to time.

(14)	There is being registered hereunder such indeterminate number of Trust Preferred Securities of Goodyear Capital Trust I, Goodyear Capital Trust II and Goodyear Capital Trust III as may be sold from time to time.

(15)	There is being registered hereunder all guarantees and certain backup obligations that Goodyear may have with respect to Trust Preferred Securities that may be issued by Goodyear Capital Trust I, II and III. No separate consideration will be received for the guarantees or any other such obligations.

(16)	Consisting of some or all of the securities listed above, in any combination, including Debt Securities, Subordinated Debt Securities, Common Stock, Warrants, Stock Purchase Contracts and Units and Trust Preferred Securities and related Guarantees.

(17)	In addition to any shares of Common Stock that may be issued directly under this Registration Statement, there are also being registered hereunder such indeterminate number of shares of Goodyear Common Stock as may be issued upon conversion of or in exchange for any Debt Securities or Subordinated Debt Securities of Goodyear or Trust Preferred Securities of the Goodyear Capital Trusts that provide for such conversion or exchange as may be offered pursuant to the prospectus filed with this Registration Statement. No separate consideration will be received for the Goodyear Common Stock issued upon such conversion or exchange.

(18)	Also includes such indeterminate number of shares of Common Stock, Warrants, Stock Purchase Contracts and Stock Purchase Units as may be issued (with or without separate consideration) upon conversion of, or in exchange for, or upon exercise of such convertible or exchangeable securities as may be offered pursuant to the prospectus filed with this Registration Statement.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

We or the Goodyear Capital Trusts may offer and sell the following types of securities described in this prospectus in one or more offerings up to a total aggregate initial offering amount of $2,000,000,000 or an equivalent amount if any securities are denominated in any foreign currency:


	•	our unsecured debt securities in one or more series, which may be unsubordinated or subordinated debt securities, consisting in each case of notes, bonds, debentures or other evidences of indebtedness;

	•	shares of our common stock;

	•	warrants to purchase debt securities or our common stock;

	•	stock purchase contracts and stock purchase units;

	•	trust preferred securities issued by one of the Goodyear Capital Trusts; and

	•	units consisting of all or some of these securities in any combination.

This prospectus provides you with a general description of the securities we may offer. Each time we sell securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering. You should read this prospectus and any accompanying prospectus supplement, together with the additional information described under the heading Where You Can Find More Information About Goodyear, carefully before you invest.

Our Common Stock, without par value, is listed on the New York Stock Exchange, the Chicago Stock Exchange and the Pacific Exchange under the symbol “GT”.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus or any accompanying prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

You should rely only on the information contained or incorporated by reference in this prospectus and any accompanying prospectus supplement. We have not authorized anyone to provide you with any other information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information contained or incorporated by reference in this prospectus and the accompanying prospectus supplement is correct as of any date after the date on the first page of this prospectus and the accompanying prospectus supplement.

This prospectus is part of a registration statement that The Goodyear Tire & Rubber Company (“Goodyear”, “we”, “us” or “our”) filed with the Securities and Exchange Commission using the “shelf” registration process. Under the shelf registration process, we may sell any of the securities described in this prospectus and any combination of such securities in one or more offerings up to a total amount of $2,000,000,000. This prospectus provides you with a general description of the securities we may offer. Each time we offer to sell securities, we will provide you with a supplement to this prospectus that will contain specific information about the terms of that offering. The prospectus supplement may also update, change or add to the information contained in this prospectus. You should read this prospectus and any accompanying prospectus supplement together with the additional information described under the heading “Where You Can Find More Information About Goodyear”. To find more detail about certain documents, you should read the exhibits filed with the registration statement.

We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any document we file with the SEC at the SEC’s Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. You may call the SEC at 1-800-SEC-0330 (1-800-732-0330) for information on the operation of the Public Reference Room. Our filings with the SEC are also available to the public over the SEC’s Internet web site at: http://www.sec.gov.

This prospectus does not contain all of the information in the registration statement, which you may read at the SEC’s Public Reference Room or over its Internet web site.

Reports and other information can also be inspected at the offices of the following stock exchanges where our common stock is listed: The New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005; the Chicago Stock Exchange, Inc., One Financial Place, 440 South LaSalle Street, Chicago, Illinois 60605; and the Pacific Exchange, Inc., 115 Sansome, San Francisco, California 95104.

The SEC allows us to “incorporate by reference” into this prospectus information included in documents we file with them, which means we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered a part of this prospectus. Information that we file later with the SEC will automatically update and supercede previously filed information.

We incorporate by reference into this prospectus the documents listed below (SEC File No. 1-1927):


	•	Our Annual Report on Form 10-K for the year ended December 31, 2001;

	•	Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2002, as amended by our Form 10-Q/A Amendment No. 1, dated June 19, 2002;

	•	Our Registration Statement on Form 10 describing our common stock and all amendments and reports filed for the purpose of updating such description;

	•	Our Registration Statement on Form 8-A, as amended by our Form 8-A/A dated May 2, 2002, relating to our preferred stock purchase rights; and

	•	Any future filings made by us with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until we have sold all of the securities offered by this prospectus.

You may request a copy of these filings, at no cost to you, by writing to us at the following address or calling us at the telephone number below:


	Office of the Secretary
	The Goodyear Tire & Rubber Company
	1144 East Market Street
	Akron, Ohio 44316-0001

	Telephone number: 330-796-2121

Goodyear was organized as an Ohio corporation in 1898. Together with its subsidiary companies, Goodyear is one of the world’s leading producers of tires and rubber products. Our principal business is developing, manufacturing, distributing and selling new tires for most applications in most regions of the world. We also:


	•	numerous rubber and other products for the transportation industry and various industrial and consumer markets, and

	•	synthetic rubber and rubber-related chemicals for various applications; and


	•	provide automotive repair and other services at retail and commercial outlets and sell various other products.

We maintain our principal executive offices at 1144 East Market Street, Akron, Ohio 44316-0001. Our telephone number is 330-796-2121.

We have formed three Delaware business trusts, Goodyear Capital Trust I, Goodyear Capital Trust II and Goodyear Capital Trust III to raise capital for us by issuing preferred securities under this prospectus and a prospectus supplement. The proceeds of their preferred securities will be invested in debt securities issued by us.

We will directly or indirectly own all of the common securities of each of the trusts. The common securities of each of the trusts will represent an aggregate liquidation amount equal to three percent of the total capitalization of such trust. The common securities of each of the trusts will rank equally with, and each of the trusts will make payments on its common securities in proportion to, the trust preferred securities it issues. However, if an event of default occurs under the declaration of trust of any of the trusts, including a default under the related series of our debt securities, our right to payments on the common securities of such trust will be subordinated to your rights as holder of its trust preferred securities.

As the holder of the common securities of each of the Goodyear Capital Trusts, we are entitled to appoint, and may remove or replace, the trustees. We may increase or decrease the number of trustees for each of the Goodyear Capital Trusts, provided that there are at least three trustees for each Goodyear Capital Trust. The business and affairs of each of the Goodyear Capital Trusts will be conducted by the trustees we appoint.

The duties and obligations of the trustee of each of the trusts are governed by its declaration of trust. Prior to the issuance of any trust preferred securities by a trust, we will insure that one of its trustees is a financial institution unaffiliated with us that will act as property trustee and indenture trustee for purposes of the Trust Indenture Act of 1939. In addition, unless the property trustee of a trust maintains a principal place of business in the State of Delaware and meets the other requirements of applicable law, another trustee of such trust will have its principal place of business or reside in the State of Delaware.

We will pay all of the fees and expenses of each of the trusts, including those related to any offering of trust preferred securities. In addition, we will provide a guarantee with respect to each series of trust preferred securities issued under which we will unconditionally and irrevocably agree to make certain payments to the holders of that series of trust preferred securities, provided that the guarantee will be subject to applicable subordination provisions and will apply only when the relevant trust has sufficient immediately available funds but fails to make the payments.

The principal office of each Goodyear Capital Trust is c/o The Goodyear Tire & Rubber Company, 1144 East Market Street, Akron, Ohio 44316-0001. Their telephone number is 330-796-2121.

We will use the proceeds from the sale of any securities for general corporate purposes, including repaying existing indebtedness and funding future acquisitions and capital expenditures, unless we state otherwise in a prospectus supplement. If we intend to use the proceeds to repay outstanding debt, we will provide information about the debt to be repaid. Each of the trusts will use all proceeds received from the sale of its trust preferred securities to purchase debt securities to be issued by us.

The following table sets forth our ratio of earnings to fixed charges for the periods indicated:


*	Earnings for the three months ended March 31, 2002 were inadequate to cover fixed charges. The coverage deficiency was $67.2 million.

**	Earnings for the year ended December 31, 2001 were inadequate to cover fixed charges. The coverage deficiency was $215.8 million.

For purposes of computing the above ratios: (1) earnings consist of income from continuing operations before income taxes, plus amortization of capitalized interest, minority interest in net income of consolidated subsidiaries, certain other adjustments, and fixed charges; and (2) fixed charges include interest expense, amortization of any debt discount, premium or expense, the portion of rents representative of an interest factor, capitalized interest and our share of fixed charges of equity investees.

The following description sets forth certain general terms of the debt securities. The particular terms of the series of debt securities offered by a prospectus supplement will be described in the prospectus supplement relating to such series of debt securities.

The debt securities will constitute either unsecured and unsubordinated debt or subordinated debt. We will issue debt securities that will be unsecured and unsubordinated under an indenture dated as of June 1, 2002 for debt securities between us and JPMorgan Chase Bank, as trustee. We will issue subordinated debt securities under an indenture dated as of June 15, 2002 for subordinated debt securities between us and JPMorgan Chase Bank, as subordinated debt securities trustee. This prospectus refers to the indenture for debt securities and the subordinated debt securities indenture individually as the indenture and collectively as the indentures. The indentures may be supplemented from time to time. The trustee and the subordinated debt securities trustee have two main roles. First, each trustee can enforce your rights as a holder of unsecured and unsubordinated debt securities or the subordinated debt securities, as applicable, against us if an event of default described below occurs. Second, the trustees perform certain administrative duties for us.

We have summarized below certain terms and provisions of the indentures. The summaries are not complete and are subject to the terms of the indentures which are incorporated by reference and filed as exhibits to the registration statement.

Section references below refer to sections of the indentures. Capitalized terms have the meanings assigned to them in the indentures. The referenced sections of the indentures and the definitions of the capitalized terms are incorporated by reference. You should read the indentures for the provisions that are important to you. The indentures are substantially identical, except for the provisions relating to subordination and covenants. See “— Subordinated Debt Securities” and “— Certain Covenants”.

The aggregate amount of debt securities offered by this prospectus will be limited to a total amount of $2,000,000,000, or the equivalent in other currencies. Each of the indentures provides for the issuance of our debt securities in an unlimited amount from time to time in one or more separate series.

The prospectus supplement relating to any particular series of debt securities offered will describe (to the extent applicable) the following terms with respect to the offered debt securities:


	•	the designation or title of the debt securities;

	•	the total principal amount of the series of debt securities;

	•	the price at which the series of debt securities will be issued;

	•	the date or dates on which the principal of the series of debt securities will be due and payable;

	•	the rate or rates (which may be fixed or variable) and/or any method for determining the rate or rates at which the series of debt securities will bear interest, if any;

	•	the date or dates from which any interest will accrue and/or the method of determining such date or dates;

	•	the date on which payment of interest, if any, will commence, the interest payment dates, and the regular record dates for determining the holder to whom such interest will be payable;

	•	the place or places where payments on the series of debt securities will be payable;

	•	any mandatory or optional sinking fund provisions applicable to the series of debt securities;

	•	any mandatory or optional redemption provisions applicable to the series of debt securities;

	•	if other than U.S. Dollars, the currency or currencies in which the series of debt securities will be issued and payable;

	•	any index used to determine the amount of payments of principal of (and premium, if any) or interest on the series of debt securities;

	•	the portion of the principal amount of the series of debt securities, if other than the principal amount thereof, payable upon acceleration of maturity thereof;

	•	any right we have to defease the series of debt securities under the indenture;

	•	whether such debt securities will be issued in fully registered form without coupons or will be issued in the form of one or more global securities in temporary global form or definitive global form;

	•	any addition to or change in the covenants or events of default set forth below which will apply to the debt securities;

	•	whether the series of debt securities are convertible or exchangeable and, if so, the securities or rights into which the series of debt securities are convertible or exchangeable and the terms, conditions and provisions of conversion or exchange of the series of debt securities into or for any other securities or rights;

	•	whether the series of debt securities are subordinated and, if so, the terms of such subordination; and

	•	any other terms of the series of debt securities, which terms must be consistent with the applicable indenture. (Section 3.01)

The debt securities will be our unsecured obligations. Each series of unsubordinated debt securities will rank equally and pari passu with our other unsecured and unsubordinated indebtedness. Except as may otherwise be specified in the prospectus supplement relating to a particular series of subordinated debt securities, each series of subordinated debt securities will be subordinated in right of payment to the prior payment in full of all of our

Debt securities may be issued as original issue discount debt securities. An original issue discount debt security bears no interest or bears interest at a rate which is below-market rate at the time of issuance, is sold at a discount to its stated principal amount and, ordinarily, provides that less than the stated principal amount will be payable upon any acceleration of its maturity. (Section 1.01)

The applicable prospectus supplement will describe any special tax, accounting or other information relating to original issue discount debt securities or relating to certain other kinds of debt securities then being offered, such as debt securities linked to an index, payable in currencies other than U.S. dollars, or subject to special repayment or other provisions.

Unless otherwise specified in the prospectus supplement relating to any particular series of the debt securities:


	•	principal of (and premium, if any) and interest, if any, on the debt securities will be payable at the office of the trustee maintained for such purpose, except that we have the option to pay interest by mailing a check to the address of the person entitled thereto as indicated by the security register;

	•	transfers and exchanges of the debt securities may be made at the office of the trustee maintained for such purpose;

	•	payment of any interest due on any debt security will be made to the person in whose name such debt security is registered at the close of business on the regular record date for such interest;

	•	the debt securities will be issued only in fully registered form without coupons and in denominations of $1,000 or any integral multiples thereof; and

	•	no service charge will be made for any transfer or exchange of the debt securities, but we may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with a transfer or exchange. (Sections 3.01, 3.02, 3.05, 3.07 and 10.02)

At the date hereof, the address of the offices of the trustees at which payments on the debt securities are payable and the debt securities are transferable is 450 West 33rd Street, New York, New York 10001, Attention: Institutional Trust Services.

Under the indenture for debt securities, we will issue debt securities that will constitute our unsecured and unsubordinated indebtedness. These debt securities will rank equally and pari passu with all of our other unsecured and unsubordinated debt other than obligations preferred by mandatory provisions of law.

Subordinated debt securities issued under the subordinated debt securities indenture will be subordinate and junior in right of payment to all of our “senior indebtedness”. The subordinated debt securities indenture defines “senior indebtedness” to mean and include:


	•	the principal of and premium, if any, and interest on all of our indebtedness, whether presently outstanding or hereafter created, issued or assumed –


	•	for money we borrow,

	•	constituting indebtedness of others that we assume or guarantee,

	•	constituting indebtedness the proceeds of which we use to acquire property,

	•	constituting our obligations as lessee under capitalized leases and under any lease of property made as a part of any sale and lease-back transaction, or


	•	in respect of securities, letters of credit and acceptances issued or made by banks; and


	•	all deferrals, renewals, extensions and refundings of, and amendments, modifications and supplements to, any such indebtedness; and

	•	all of our other general unsecured obligations and liabilities, including trade payables; and

	•	all of our other obligations preferred by mandatory provisions of law. (Subordinated Debt Indenture, Section 1.01)


	•	non-recourse obligations;

	•	the subordinated debt securities; or

	•	any other of our indebtedness or other obligations designated as being subordinate in right of payment to senior indebtedness or of equal rank with the subordinated debt securities. (Subordinated debt indenture, Article Fourteen).

The extent to which a particular series of subordinated debt securities is subordinated to our senior indebtedness will be set forth in the prospectus supplement for that series and the subordinated debt securities indenture may be modified by a supplement to the indenture to reflect such subordination provisions. The particular terms of subordination of a series of subordinated debt securities may supercede the general provisions of the subordinated debt securities indenture summarized below.

The subordinated debt securities indenture provides that in general the holders of all senior indebtedness are entitled to receive payment in full before the holders of any of the subordinated debt securities are entitled to receive payment on account of the principal or interest on the indebtedness evidenced by the subordinated debt securities in the following events:


	•	we become subject to any insolvency, bankruptcy, receiverships, liquidation, reorganization or similar proceedings or we voluntarily liquidate dissolve or otherwise wind up our affairs;

	•	we default in the payment of principal of, or premium, if any, or interest (or any additional amounts in respect thereof due and payable) on, any senior indebtedness, or any other default occurs in respect of any senior indebtedness which permits the holder or holders of such senior indebtedness to accelerate the maturity of such senior indebtedness and such event of default continues beyond the grace period, if any, provided for such event of default and such event of default has not been cured or waived or ceases to exist;

	•	the principal of, and premium if any, and accrued interest (and any additional amount in respect thereof due and payable) on, any series of the subordinated debt securities has been declared due and payable upon an event of default pursuant to the subordinated debt securities indenture and this declaration has not been rescinded or annulled as provided in the subordinated debt securities indenture; or

	•	any different or additional events described in a prospectus supplement.

If any of the foregoing events occur, then no payment on the subordinated debt securities can be made until all holders of our senior indebtedness are paid in full.

If the trustee under the subordinated debt securities indenture or any holder of subordinated debt securities receives any payment or distribution that is prohibited under the subordination provisions, then the trustee or the holders of subordinated debt securities of that series will have to repay the money to the holders of our senior indebtedness.

Even if the subordination provisions prevent us from making any payment when due on the subordinated debt securities of any series, we will be in default on our obligations under that series if we do not make payments when due. This means the trustee under the subordinated debt securities indenture and the holders of trust series can take action against us, but they are not entitled to receive any money until the claims of the holders of senior indebtedness have been fully satisfied.

Limitation on Secured Indebtedness. The indenture for debt securities contains a covenant by us that, so long as any debt securities issued under that indenture are outstanding, neither we nor any restricted subsidiary will issue, assume or guarantee any secured indebtedness secured by a lien on restricted property without securing the debt securities equally and ratably with, or prior to, such secured indebtedness.

The terms “lien”, “restricted property”, “restricted subsidiary” and “secured indebtedness” are defined in Section 1.01 of the indenture for debt securities as follows:


	•	“lien” means any mortgage, lien, pledge, security interest or title retention agreement relating to any asset.

	•	“restricted property” means any manufacturing plant or equipment owned by us or a restricted subsidiary which is used primarily to manufacture tires or other automotive products and is located within the United States of America, excluding (i) retread plants, (ii) plants, facilities and equipment used primarily for transportation, marketing or warehousing, and (iii) certain other plants and equipment that are not important to our business.

	•	“restricted subsidiary” means a subsidiary of ours engaged primarily in manufacturing tires or other automotive products, which (i) has substantially all of its assets located in, and conducts substantially all of its operations in, the United States of America and (ii) has assets in excess of 5% of the total consolidated assets of us and our consolidated subsidiaries (as shown on our then most recent annual or quarterly consolidated balance sheet), other than a subsidiary primarily engaged in financing accounts receivable, leasing or owning real estate, or transportation or distribution activities.

	•	“secured indebtedness” means indebtedness of us or any restricted subsidiary for money borrowed (including capital lease obligations and conditional sales contracts) that matures (or may be extended so as to mature) more than one year after it was incurred, assumed or guaranteed and is secured by a lien on restricted property, other than indebtedness secured by a lien which is outstanding at June 1, 2002.


	•	any lien on restricted property of a restricted subsidiary that exists when it becomes a restricted subsidiary;

	•	any lien on restricted property that exists when Goodyear or a restricted subsidiary acquires such restricted property;

	•	any lien on restricted property securing payment of all or part of the purchase price of such restricted property;

	•	any lien on restricted property to secure any indebtedness incurred to finance all or part of the purchase price of such restricted property, whether incurred before, at the time of, or within one year after, the acquisition of such restricted property;

	•	any lien on property of a corporation or other entity that exists when it is merged into or consolidated with us or a restricted subsidiary;

	•	any lien on property of a corporation or other entity that exists prior to the sale, lease or other disposition of all or substantially all of the properties of such corporation or other entity to us or a restricted subsidiary;

	•	any lien securing secured indebtedness owing by any restricted subsidiary to us or another restricted subsidiary;

	•	any lien on restricted property in favor of any country, any political subdivision of any country, or any department, agency or instrumentality of any country or any political subdivision of any country, to secure progress or other payments to us, or the performance of our obligations, pursuant to any contract or statute


		or to secure any indebtedness incurred to finance all or part of the cost of such restricted property, including Liens to secure pollution control or industrial revenue bonds or other types of financings;

	•	any lien on personal property, other than manufacturing equipment that is restricted property;

	•	any extension, renewal or replacement of any secured indebtedness or any lien referred to above, provided that the principal amount of secured indebtedness secured by the lien shall not exceed the principal amount secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement lien shall be limited to all or a part of the restricted property which secured such lien (plus improvements on such restricted property); or

	•	any lien on restricted property that would not otherwise be permitted, if the aggregate amount of all secured indebtedness secured by liens not otherwise permitted, determined immediately after the grant of the lien, does not exceed 15% of our consolidated stated capital, plus capital surplus, plus retained earnings as reported on our then most recent annual or quarterly consolidated balance sheet. (Section 10.05)

The subordinated debt securities indenture does not include any limitation on our ability to incur liens.

Limitation on Sale and Leaseback Transactions. In the indenture for debt securities we also covenant that neither we nor any restricted subsidiary will enter into any lease covering any restricted property owned at June 1, 2002 that is sold to any other person in connection with such lease unless we or such restricted subsidiary:


	•	would be entitled under the indenture to incur secured indebtedness secured by a lien on the restricted property to be leased in an amount equal to the attributable debt (as defined below) with respect to such transaction without equally and ratably securing the debt securities; or

	•	use (within 120 days of the effective date of such transaction) an amount equal to the proceeds from the sale of such restricted property to repay any indebtedness of ours or such restricted subsidiary that matures (or may be extended so as to mature) more than one year after it was incurred or assumed.

This covenant does not prevent us or any restricted subsidiary from entering into any sale and lease back transaction:


	•	involving a lease with a term of three years or less; or

	•	which is entered into within 180 days after the later of the acquisition, the completion of construction, or the commencement of operation of such restricted property. (Section 10.06)

The term “attributable debt” is defined in the indenture for debt securities as the total net amount of rent required to be paid during the term of the relevant lease, discounted at the rate per annum equal to the lesser of (i) the prevailing market interest rate at the relevant date on United States Treasury obligations having a maturity substantially equal to the average term of the relevant lease, plus 3%, and (ii) the weighted average interest rate borne by debt securities then outstanding.

The subordinated debt securities indenture does not include any limitation on sale and leaseback transactions.

Consolidation, Merger and Sale of Assets. We also covenant in each of the indentures that we will not merge into or consolidate with any corporation or other entity, or sell all or substantially all of our assets to, any person, unless


	•	the successor is a corporation organized under the laws of the United States of America or any state thereof; and

	•	the successor corporation assumes all of our obligations under the debt securities and the indenture. (Section 8.01)

Upon any such merger, consolidation or sale, the successor corporation will succeed to, and be substituted for, us. (Section 8.02)

No Covenants Protecting Holders in the Event of Highly Leveraged Transactions. In the event of a recapitalization or highly leveraged transaction involving Goodyear, the indentures do not and, unless set forth in the prospectus supplement relating to a particular series of debt securities, will not:


	•	contain any covenant (other than those described above) designed to protect holders of the debt securities;

	•	limit the total amount of indebtedness that we may incur;

	•	grant any right of redemption to holders of the debt securities; or

	•	provide for new covenants or any adjustments to terms and conditions of the debt securities.

No Redemption or Amendment upon Change in Control. The indentures do not and, unless set forth in the prospectus supplement relating to a particular series of debt securities, will not require redemption, or any change in the covenants or other adjustments to the terms and conditions, of the debt securities in the event of any change in control of Goodyear.

An “event of default” under each of the indentures (Section 5.01) with respect to debt securities of any series is the occurrence of any one of the following events:


	•	default for 30 days in payment of any interest on any debt security of that series;

	•	default in payment of principal of (or premium, if any, on) any debt security of that series when due;

	•	our failure to deposit when due any sinking fund payment in respect of the debt securities of that series;

	•	our failure for 60 days after appropriate notice to perform any of the other covenants in the indenture relating to that series;

	•	certain events of bankruptcy, insolvency or reorganization of Goodyear; or

	•	any other event of default provided with respect to debt securities of that series.

No event of default with respect to a particular series of debt securities issued under either of the indentures necessarily constitutes an event of default with respect to any other series of debt securities issued under that indenture.

If any event of default with respect to any series of debt securities occurs and is continuing, either the trustee or the holders of not less than 25% in principal amount of the debt securities of that series then outstanding may declare the principal amount (or, if applicable, a specified portion of the principal amount of any original issue discount debt securities) of all debt securities of that series to be due and payable immediately. Subject to certain conditions, the declaration may be annulled and past defaults (except uncured payment defaults and certain other specified defaults) may be waived by the holders of a majority in principal amount of the debt securities of that series then outstanding. (Sections 5.02 and 5.13)

The prospectus supplement relating to each series of debt securities that consists in whole or in part of original issue discount debt securities will describe any particular provisions relating to acceleration of the maturity of such original issue discount debt securities when an event of default occurs, including the portion of the stated amount that would be due.

The trustee is required to give the holders of any series of debt securities notice of a default known to it (if uncured or not waived) within 90 days after the default occurs. Except in the case of a payment default, the trustee may withhold this notice if it determines in good faith that withholding it is in the interest of the holders of such series. The above notice shall not be given until at least 60 days after a default occurs in the performance of a covenant in the indenture relating to such series other than a payment default. The term “default” for this purpose means any event which is, or after notice and/or lapse of time would become, an event of default with respect to debt securities of that series. (Section 6.02)

Other than the duty to act with the required standard of care, the trustee under each of the indentures is not obligated to exercise any of its rights or powers under the indenture at the request or direction of the holders of debt securities unless the holders indemnify the trustee. (Section 6.03)

If the trustee is indemnified, the holders of a majority in principal amount of debt securities of any series may direct the time, method and place of conducting any proceeding for any available remedy or for exercising any trust or other power conferred on the trustee. However, the trustee may decline to act if such direction is contrary to law or the indenture. (Section 5.12)

No holder of any debt security of any series issued under either of the indentures may start a lawsuit, unless:


	•	the holder has given to the trustee written notice of a continuing event of default with respect to debt securities of that series;

	•	the holders of at least 25% in principal amount of the debt securities of that series then outstanding make a written request to the trustee to seek a remedy and offer a reasonable indemnity;

	•	the trustee fails to start a lawsuit within 60 days; and

	•	the trustee does not receive from the holders of a majority in principal amount of the debt securities of that series then outstanding a direction inconsistent with such request during such 60-day period. (Section 5.07)

However, the holder of any debt security will have an absolute right to receive payment of the principal of (and premium, if any) and any interest on such debt security when due and to institute suit for the enforcement of any such payment. (Section 5.08)

Each of the indentures requires us to file annually with the trustee a certificate stating that no default exists under certain provisions of such indenture or specifying any default that exists. (Section 10.08)

The prospectus supplement will state if any defeasance provision will apply to the offered series of debt securities.

Defeasance and Covenant Defeasance. The indentures provide that, if made applicable to any series of debt securities, we may elect to:


	•	defease and be discharged from all of our obligations (subject to certain limited exceptions) with respect to any series of debt securities then outstanding (“defeasance”); and/or

	•	be released from our obligations under certain covenants and from the consequences of an event of default resulting from the breach of those covenants (“covenant defeasance”).

To elect defeasance and/or covenant defeasance, we must deposit in trust with the trustee money and/or U.S. government obligations which through the payment of interest and principal in accordance with their terms will provide money in an amount sufficient to repay in full when due the debt securities of such series. As a condition to defeasance or covenant defeasance, we must deliver to the trustee an opinion of counsel that holders of that series of debt securities will not recognize income, gain or loss for Federal income tax purposes as a result of the defeasance or covenant defeasance and that the debt securities, if then listed on a national securities exchange under the Exchange Act, would not be de-listed as a result of the defeasance. (Sections 13.02, 13.03 and 13.04) In the case of defeasance, we may deliver to the trustee a ruling of the Internal Revenue Service in lieu of the opinion of counsel.

Covenant Defeasance and Certain Events of Default. If we implement covenant defeasance for a series of the debt securities and such series is declared due and payable because of the occurrence of one of certain events of default, the amount of money and U.S. government obligations on deposit with the trustee will be sufficient to pay amounts due on the debt securities of such series at the time of their stated maturity, but may not be sufficient to pay amounts due at the time of the acceleration resulting from such event of default. However, we remain liable for such payments.

Each of the indentures contains provisions permitting us and the applicable trustee to modify or amend the indenture or any supplement to the indenture, or the rights of the holders of the debt securities issued thereunder, with the consent of the holders of not less than a majority in principal amount of the outstanding debt securities of each series of debt securities at the time outstanding under the indenture which are affected by the modification or amendment, voting as a single class. However, without the consent of each affected holder, no modification may:


	•	change the dates fixed in any debt security for the payment of the principal of and interest on such debt security;

	•	reduce the principal amount of (or premium, if any) or any interest on any debt security;

	•	reduce the rate of interest on any debt security;

	•	reduce the amount of principal of an original issue discount debt security payable upon acceleration;

	•	change the place or currency of payment of principal of (or premium, if any) or interest on any debt security;

	•	impair the right to institute suit for the enforcement of any payment on any debt security on or after such payment is due and payable;

	•	reduce the percentage in principal amount of debt securities of any series required to consent a modification of, or waiver under, the Indenture; or

	•	effect certain other changes.

The holders of a majority in principal amount of debt securities of any series then outstanding may waive our compliance with certain restrictive provisions of the indenture with respect to that series. (Section 10.09) The holders of a majority in principal amount of debt securities of any series then outstanding may waive any past default under the indenture with respect to that series, except a default in the payment of the principal of or interest (or premium, if any) on any debt security of that series or a default under a covenant which cannot be modified or amended without the consent of all affected holders of debt securities. (Section 5.13)

JPMorgan Chase Bank is the trustee under each of the indentures. JPMorgan Chase Bank is also the trustee under indentures dated as of March 15, 1996 and March 1, 1999, which contain substantially the same covenants and events of default as those set forth in the indenture for debt securities. Under the indenture dated as of March 15, 1996, we issued $250 million principal amount of our 6 5/8% Notes due 2006, $150 million principal amount of our 7% Notes due 2028 and $100 million principal amount of our 6 3/8% Notes due 2008. Under the indenture dated as of March 1, 1999, we issued $300 million principal amount of our 8.125% Notes due 2003, $300 million principal amount of our 8.50% Notes due 2007 and $650 million principal amount of our 7.857% Notes due 2011.

We maintain various banking relationships with the trustee. JPMorgan Chase Bank is the agent and a lender under our $800 million Term Loan Agreement, dated March 30, 2001, as amended, maturing on March 30, 2004 from a syndicate of 24 banks, our Five Year Credit Facility Agreement dated as of August 14, 2001, as amended, and our 364-Day Credit Agreement, dated as of August 14, 2001, as amended. JPMorgan Chase Bank and a syndicate of 25 other banks have agreed to lend us up to $750 million at any one time outstanding from time to time through August 15, 2005 under the Five-Year Credit Agreement and up to $775 million at any one time outstanding under the 364-Day Credit Agreement until August 14, 2002, when the commitment of each bank participating in the 364-Day Credit Agreement terminates unless extended for 364 days on a bank by bank basis or, if not so extended, we elect to obtain a two year term loan from any non-extending bank. JPMorgan Chase Bank is also the trustee under an indenture whereunder Wingfoot A/R LLC, a wholly-owned subsidiary of ours, issues notes, secured by trade accounts receivable we have sold to it, to affiliates of five banks, including JPMorgan Chase Bank. JPMorgan Chase Bank is from time to time the counterparty to certain interest rate

exchange transactions and performs various other banking services for us in the ordinary course of business. JPMorgan Chase Bank has received and will receive fees and other compensation in connection with the aforesaid credit agreements and for other transactions and services.

The indentures and the debt securities will be governed by, and construed in accordance with, the laws of the State of New York.

This section contains a description of our capital stock. This description includes our common stock, shares of which may be issued pursuant to the prospectus, and our authorized preferred stock, which is not being registered for sale with this prospectus. The following description is based on our Amended Articles of Incorporation, as amended (“Articles of Incorporation”), our Code of Regulations, as amended (“Code of Regulations”) and applicable provisions of Ohio law. The summary is not complete. Our Articles of Incorporation and Code of Regulations are incorporated by reference and filed as exhibits to the registration statement for these securities that we have filed with the SEC. You should read our Articles of Incorporation and Code of Regulations for the provisions that are important to you.


	•	300,000,000 shares of common stock, without par value; and

	•	50,000,000 shares of preferred stock, issuable in series.

At May 31, 2002, there were 163,293,246 shares of common stock issued and outstanding and 32,385,422 issued shares of common stock which we hold as treasury shares. No shares of preferred stock were issued or outstanding at May 31, 2002. The outstanding shares of our common stock are listed on the New York Stock Exchange, the Chicago Stock Exchange and the Pacific Exchange. EquiServe Trust Company, N.A., is the transfer agent and registrar for our common stock.

Voting Rights. Each share of our common stock is entitled to one vote per share on each matter (other than the election of directors) voted upon by shareholders, subject to the rights of the holders of shares of preferred stock, if any, that may be outstanding. See, —“Preferred Stock” below.

Except as may otherwise be required by our Articles of Incorporation, our Code of Regulations or Ohio law in respect of certain matters, the affirmative vote of at least a majority of the shares of common stock outstanding on the record date is required for any proposal to be adopted. Various matters, including the approval of certain transactions and certain amendments to the Articles of Incorporation or Code of Regulations, require the affirmative vote of the holder of two-thirds (2/3) of the shares of common stock outstanding.

In voting for the election of directors, each share is entitled to one vote for each director to be elected. In the election of directors, the candidates for directorships to be filled receiving the most votes will be elected. Any holder of shares of common stock may request that voting for the election of directors be cumulative. In voting cumulatively, as a shareholder you may give any one candidate for director a number of votes equal to the number of directors to be elected multiplied by the number of shares you are entitled to vote, or you may distribute your votes on the same principle among two or more candidates as you desire.

If any shares of a series of preferred stock are outstanding and if six quarterly dividends thereon have not been paid as provided by the terms of that outstanding series of preferred stock, then the holders of the preferred stock have the right to elect, as a class, two members of our board of directors, which rights continue until the dividend payment default is cured. In addition, the separate affirmative vote or consent of the holders of any outstanding preferred stock may be required to authorize certain corporate actions, including mergers and certain amendments to our Articles of Incorporation.

Dividend Rights. The holders of shares of our common stock are entitled to receive dividends and other distributions if, as and when declared by our board of directors, out of funds legally available for that purpose. These rights are subject to any preferential rights and any sinking fund, redemption or repurchase rights of any outstanding shares of preferred stock. We are not permitted to pay dividends to holders of our common stock if we have not paid or provided for the dividends, if any, fixed with respect to any outstanding shares of preferred stock.

Liability for Calls and Assessments. The outstanding shares of our common stock are, and upon delivery the shares of our common stock offered hereby will be, validly issued, fully paid and non-assessable.

Preemptive Rights. Holders of shares of our common stock do not have preemptive rights or conversion rights as to additional issuances of shares of our common stock or of securities convertible into, or entitling the holder to purchase, shares of our common stock.

Liquidation Rights. If Goodyear is voluntarily or involuntarily liquidated, dissolved or wound up, the holders of our outstanding shares of common stock would be entitled to share in the distribution of all assets remaining after payment of all of our liabilities and after satisfaction of prior distribution rights and payment of any distributions owing to holders of any outstanding shares of preferred stock.

Other Information. Holders of shares of our common stock have no conversion, redemptions or call rights related to their shares. We may, pursuant to action authorized by our board of directors, repurchase or otherwise reacquire shares of our common stock, but we may not redeem issued and outstanding shares.

Our Board of Directors has the authority, without further action by the shareholders, to issue up to 50,000,000 shares of preferred stock. Our board of directors may authorize and issue preferred stock in one or more series and may fix the following terms of each series authorized for issuance:


	•	the designation of the series;

	•	the authorized number of shares constituting the series, which the board of directors may, unless otherwise expressly provided in the series, increase or decrease from time to time;

	•	the rate at which dividends are payable on shares of the series;

	•	the dates on which dividends, if declared, are payable on shares of the series;

	•	the dates from which dividends shall be cumulative;

	•	the redemption rights and prices or prices, if any, for shares of the series;

	•	the amount, terms conditions and manner of operations of any retirement or sinking fund for the purchase or redemption of shares of the series;

	•	the amount payable on shares of the series in the event of any liquidation, dissolution or winding up of our affairs;

	•	whether the shares are convertible into shares of common stock or another class or series of capital stock and, if so –


	•	the identification of the other class or series,

	•	the conversion price or prices or rate or rates, and any adjustment thereof,

	•	the date or dates when such shares are convertible,

	•	all other terms and conditions relating to the conversion or upon which it may be made; and


	•	the conditions or restrictions, if any, upon the issuance of any additional shares of the same series or any other class or series.

As of the date of this prospectus, the board of directors has authorized 3,000,000 shares of Series A $10.00 Preferred Stock and 7,000,000 shares of Series B Preferred Stock, without par value. We have no shares of the Series A or Series B Preferred Stock outstanding. The Series A Preferred Stock was authorized in connection with a preferred stock purchase rights plan that has expired. The Series B Preferred Stock was authorized in connection with our preferred stock purchase rights plan currently in effect. See, “Preferred Stock Purchase Rights — Rights Agreement”.

The Series A and Series B Preferred Stock and each series of preferred stock that may hereafter be authorized and issued will have the following rights and privileges:

Dividends. The holder of each series of preferred stock will be entitled to receive dividends as specified by our board of directors at issuance in preference to shares of our common stock and any other class ranking junior to the preferred stock. The dividends will be cumulative from the date or dates fixed for the series.

Redemption. Subject to the express terms of each series, we may redeem all or any part of any preferred stock outstanding at the price or prices fixed by the board of directors upon issuance.

Liquidation Preference. In the event of the liquidation, dissolution or winding up of Goodyear, the holders of preferred stock of any series then outstanding will be entitled to receive, before any amount is paid on our common stock or any other class or series of securities junior to the preferred stock, the full amount fixed by the board of directors upon issuance out of the assets of Goodyear, plus the sum of all unpaid dividends and proportionate dividends through the date of payment.

Voting Rights. The holders of shares of preferred stock are not entitled to vote upon matters presented to shareholders, except:


	•	as required by law;

	•	if we have failed to pay six full quarterly dividends (whether or not consecutive) on any series, all shares of preferred stock then outstanding, voting as a separate class, will be entitled to elect two members of the Board of Directors until the default in payment is cured;

	•	the affirmative vote or consent of the holders of at least two-thirds of the shares of preferred stock outstanding (voting as a class) is required to, among other things, amend or repeal any provision of our Articles of Incorporation or Code of Regulations which adversely affects the preferences or voting rights of the holder of preferred stock or creates or increases the authorized shares of any class, or any security convertible into shares of any class, ranking prior to the preferred stock, or effect the purchase or redemption of shares of preferred stock unless all dividends have been paid, except pursuant to an offer made to all holders of preferred stock; or

	•	the affirmative vote or consent of the holder of at least a majority of outstanding shares of preferred stock (voting as a class) is required to:


	•	effect the sale, lease or conveyance of all or substantially all of our property or business,

	•	consolidate Goodyear with or merge us into any other corporation, subject to certain exceptions,

	•	authorize any shares ranking on a parity with the preferred stock, or

	•	authorize an increase in the authorized number of shares of preferred stock.

Preemptive Rights. No holder of preferred stock will be entitled as such as a matter of right to subscribe for or purchase any part of any new or additional shares of stock of any series of class of our securities or of other of our securities convertible into stock of any series or class.

Other Information. We may purchase any outstanding shares of preferred stock at any time and from time to time and on such terms and conditions as our board of directors deems appropriate.

Our board of directors declared a dividend distribution of one preferred stock purchase right for each outstanding share of common stock on July 29, 1996 and for each additional share of common stock issued until the earlier of the distribution date (as described below) or July 29, 2006. Each right entitles the registered holder to purchase from us one one-hundredth of a share of Series B Preferred Stock at a purchase price of $250.00, subject to adjustment. Under certain circumstances described below, the holder of the right will be entitled to acquire shares of our common stock, cash or other assets. The description and terms of the rights are set forth in an amended and restated rights agreement dated April 15, 2002, between us and EquiServe Trust Company, N.A. as the rights agent. The following summary of the rights agreement is not complete. The amended and restated rights agreement is incorporated by reference and is filed as an exhibit to the registration statement under which the securities are being offered.

The rights are not exercisable until the distribution date. The rights will expire at the close of business on July 29, 2006, unless earlier redeemed or exchanged by us as described below. The holder of a right, as such, will have no rights as a shareholder of Goodyear, including, the right to vote or to receive dividends.

Distribution Date: Transfer of Rights. Under the rights agreement, the “distribution date” is the earlier of:


	•	ten business days following the date of the public announcement that a person or group of affiliated or associated persons has acquired, or obtained the right to acquire, beneficial ownership of 15% or more (20% or more in certain limited circumstances involving qualified institutions) of the outstanding shares of our common stock; or

	•	ten business days following the commencement of, or the announcement of an intention to make, a tender offer or exchange offer which would result in a person or group beneficially owning 15% or more of the outstanding shares of our common stock.

Until the distribution date, the rights will be transferred only with our common stock. As soon as practicable following the distribution date, separate certificates evidencing the rights will be mailed to holders of record of our common stock as of the close of business on the distribution date and such separate right certificates alone will evidence the rights. The rights will be exercisable upon their distribution, except that the rights held by the person or group of affiliated or associated persons beneficially owning 15% or more (20% or more in certain limited circumstances involving qualified institutions) of our common stock (the “acquiring person”) will be void.

Triggering Events and Exercise of Rights. After the distribution date, if there is an acquiring person each right (other than the rights that have been voided) will also entitle the holder to purchase, upon exercise, shares of our common stock (or, in certain circumstances, cash, property or other securities) having a fair market value equal to two times the purchase price of the right. All rights that are, or under certain circumstances were, beneficially owned by an acquiring person will be null and void and not transferable. Any holder of such rights will be unable to exercise or transfer them.

Similarly, if a person or group acquires 15% or more (20% or more in certain limited circumstances involving qualified institutions) of our common stock and subsequently we are acquired in a merger or other business combination transaction, or 50% or more of our assets or earning power is sold or transferred, each holder of a right (except rights which previously have been voided) shall thereafter have the right to receive, upon exercise, the common stock or other capital stock of the acquiring company having a fair market value equal to two times the purchase price of the right then in effect.

Adjustments to Purchase Price. The purchase price payable, and the number of shares of preferred stock (or common stock or other securities, as the case may be) issuable upon exercise of the rights are subject to adjustment from time to time to prevent dilution in excess of 1%. Prior to the distribution date, our board of directors may make such equitable adjustments as it deems appropriate in the circumstances in lieu of any adjustment otherwise required by the foregoing.

Redemption and Exchange of Rights. At any time prior to the close of business on the earlier of (a) the distribution date or (b) July 29, 2006, our board of directors may redeem all of the rights at a price of $.001 per right. Under certain circumstances, the decision to redeem will require the concurrence of a majority of the independent directors. Immediately upon the action of our board of directors ordering the redemption of the rights, we will make announcement thereof, and the right to exercise the rights will terminate and the only right of the holders of rights will be to receive the redemption price.

At any time after there is an acquiring person, our board of directors may elect to exchange the rights (other than rights owned by an acquiring person, which have become void), in whole or in part, at an exchange ratio of one share of the common stock, and/or other securities, cash or other property deemed to have the same value as one share of the common stock, per right, subject to adjustment.

Amendments. Any of the provisions of the rights agreement may be amended by our board of directors prior to the distribution date, without the approval of the holders of the rights. After the distribution date, the rights agreement may be amended by the board of directors to cure any ambiguity, defect or inconsistency, or to make changes which do not adversely affect the interests of holders of rights (excluding the interest of any Acquiring Person). No supplement or amendment may be made on or after the distribution date which changes those provisions relating to the principal economic terms of the rights. The board may also, with the concurrence of a majority of the independent directors, extend the redemption period for up to an additional twenty business days.

The term “independent directors” means any member of our board of directors who was a member of the board prior to the time that any person becomes an acquiring person, and any person who is subsequently elected to our board of directors if such person is recommended or elected by a majority of the independent directors or is elected by our shareholders (other than any acquiring person), but shall not include (subject to certain exceptions) an acquiring person or any representative thereof.

Purpose and Certain Effects of Rights. The rights plan is designed to protect our shareholders against coercive takeover tactics by encouraging potential acquirers to negotiate with our board of directors before attempting a takeover. The rights plan gives our board of directors leverage in negotiating the terms of any proposed takeover on behalf of the shareholders. The rights will cause substantial dilution to a person or group that attempts to acquire us on terms not approved by our board of directors. Thus, the rights may render an unsolicited takeover of us more difficult or might prevent such a takeover, even though such takeover may offer our shareholders the opportunity to sell their stock at a price above the prevailing market price and may be favored by a majority of our shareholders. However, the rights will not interfere with any transaction approved by our board of directors since the board has a period of ten to thirty bonus days to redeem all of the rights at the redemption price.

Certain Provisions of Ohio Law and Goodyear’s Articles of Incorporation and Code of Regulations

There are statutory provisions of Ohio law and provisions in our Articles of Incorporation and Code of Regulations that may have the effect of deterring hostile takeovers or delaying or preventing changes in control or changes in management of Goodyear, including transactions in which our shareholders might otherwise receive a premium over the then current market prices for their shares.

Articles and Code. Our Articles of Incorporation and Code of Regulations contain various provisions that may have the effect, either alone or in combination with each other, of making more difficult or discouraging a business combination or an attempt to obtain control of Goodyear that is not approved by the board of directors. These provisions include:


	•	the right of our board of directors to issue authorized and unissued shares of common stock without shareholder approval;

	•	the right of our board of directors to issue shares of preferred stock in one or more series and to designate the number of shares of those series and certain terms, rights and preferences of those series, including redemption terms and prices and conversion rights, without further shareholder approval;


	•	a board of directors divided into three classes such that at each annual meeting of shareholders directors of one class (comprising approximately one-third of the entire board of directors) are elected, on a rotating basis, to serve for three-year terms; and

	•	provisions prohibiting the removal of directors except upon the vote of holders of two-thirds of the combined voting power represented by the outstanding shares of common stock.

Ohio Law Provisions. Under Ohio law, any person who proposes to make a “control share acquisition” must provide written notice thereof to the target corporation and must obtain prior shareholder approval. A “control share acquisition” is the acquisition of shares in an “issuing public corporation” resulting in the person being able to exercise voting power in the election of directors of the issuing public corporation within any of three ranges: (i) one-fifth to one-third, (ii) one-third to one-half, and (iii) more than one-half of that voting power. We are an “issuing public corporation.” Assuming compliance with the notice and information filing requirements prescribed by the statute, the proposed control share acquisition may take place only if the acquisition is approved by a majority of the voting power of the target corporation and a majority of the voting power remaining after excluding the combined voting power of the intended acquirer, directors of the target corporation who are also employees and officers of the target corporation and persons that acquire specified amounts of shares after the public disclosure of the proposed control share acquisition.

Further, Ohio law prohibits any person who owns 10% or more of an issuing public corporation’s stock from engaging in mergers, consolidations, majority share acquisitions, asset sales, loans and other specified transactions with the corporation for a three-year period after acquiring the 10% ownership, unless approval is first obtained from the corporation’s board of directors. After the three-year waiting period, the 10% shareholder can complete the transaction only if, among other things: (i) approval is received from two-thirds of all voting shares and from a majority of shares not held by the 10% shareholder or certain affiliated persons; or (ii) the transaction meets specified criteria designed to ensure fairness to all remaining shareholders. We are also an issuing public corporation under this statute.


	•	permit a corporation to recover profits realized under certain circumstances by persons who dispose of securities of a corporation within 18 months of proposing to acquire such corporation;

	•	impose advance filing and notice requirements for tenders of more than 10% of certain Ohio corporations; and

	•	provide that directors of a classified board may be removed only for cause.

The following is a general description of the terms of the warrants we may issue from time to time. Particular terms of any warrants we offer will be described in the prospectus supplement relating to such warrants.

We may issue warrants to purchase debt securities or common stock or any combination thereof. Warrants may be issued separately or together with one or more additional warrants, debt securities or shares of common stock, or in any combination thereof in the form of units, as described in the prospectus supplement. The warrants may be attached to or separate from such securities. We will issue each series of warrants under a separate agreement to be entered into between us and a warrant agent. The warrant agent will act solely as our agent and will not assume any obligation or relationship of agency for or with holders or beneficial owners of warrants.

We will issue debt warrants under one or more debt warrant agreements, and stock warrants under one or more stock warrant agreements, in one or more series, which will be described in a prospectus supplement for the warrants. The following summaries of significant provisions of the warrant agreements and the warrants are not

intended to be comprehensive. Holders of warrants should review the detailed provisions of the relevant warrant agreement and warrant certificate for a full description and for other information regarding the warrants.

The debt warrants will be evidenced by debt warrant certificates and, except as otherwise specified in a prospectus supplement, may be traded separately from any securities with which they may be issued. Debt warrant certificates may be exchanged for new debt warrant certificates of different denominations at the office of the warrant agent. The holder of a debt warrant does not have any of the rights of a holder of a debt security in respect of, and is not entitled to any payments on, any debt securities issuable, but not yet issued, upon exercise of the debt warrant.

Debt warrants may be issued in one or more series. A prospectus supplement will describe the applicable terms of, and other information regarding, any series of debt warrants we may issue, including:


	•	the title of the series of debt warrants;

	•	the aggregate number of the series of debt warrants;

	•	the price or prices at which such debt warrants will be issued;

	•	the date or dates on which the series of debt warrants will expire;

	•	the periods during which, and places at which, the series of debt warrants are exercisable;

	•	the currency or currencies in which the price of such debt warrants may be payable;

	•	whether the series of debt warrants will be sold separately or as a part of a unit;

	•	the designation and terms of the securities purchasable upon exercise of the series of debt warrants and the number of such securities issuable upon exercise of such warrants;

	•	the price or prices at which the securities purchasable upon exercise of such warrants may be purchased;

	•	the currency or currencies in which the series of debt warrants are exercisable;

	•	the date or dates on which the right to exercise the series of debt warrants will commence and the date or dates on which such right will expire;

	•	whether such warrants will be issued in registered form or bearer form;

	•	the terms of any mandatory or optional call provisions;

	•	if applicable, the price or prices at which the series of debt warrants may be redeemed by the holder or will be redeemed upon expiration;

	•	if applicable, the minimum or maximum amount of such warrants which may be exercised at any one time;

	•	if applicable, the designation and terms of the securities with which the series of debt warrants are issued and the number of such debt warrants issued with each such security;

	•	if applicable, the date on and after which such warrants and the related securities will be separately transferable;

	•	the identity of the debt warrant agent;

	•	information with respect to book-entry procedures, if any;

	•	if applicable, the exchanges on which the series of debt warrants may be listed;

	•	if applicable, a discussion of certain U.S. federal income tax considerations; and

	•	any other terms of the debt warrants, including terms, procedures and limitations relating to the exchange and exercise of such debt warrants.

Exercise of Debt Warrants. Debt warrants may be exercised by payment to the warrant agent of the exercise price, in each case in such currency or currencies as are specified in the debt warrant, and by communicating to the warrant agent the identity of the debt warrant holder and the number of debt warrants to be exercised. Upon receipt of payment and the debt warrant certificate properly completed and duly executed at the office of the warrant agent, the warrant agent will, as soon as practicable, arrange for the issuance of the applicable debt securities, the terms of which shall be set forth in a prospectus supplement. If less than all of the debt warrants evidenced by a debt warrant certificate are exercised, a new debt warrant certificate will be issued for the remaining amounts of debt warrants. After the close of business on the expiration date of a series of debt warrants, unexercised debt warrants of that series will be void.

Stock warrants will be evidenced by stock warrant certificates and, except as otherwise specified in a prospectus supplement, may be traded separately from any securities with which they may be issued. Stock warrant certificates may be exchanged for new stock warrant certificates of different denominations at the office of the warrant agent. The holder of a stock warrant does not have any of the rights of a holder of our common stock and is not entitled to payments of dividends, if any, on our common stock issuable, but not yet issued, upon exercise of the stock warrant.

The applicable prospectus supplement will describe the following terms of the stock warrants in respect of which this prospectus is being delivered:


	•	the title and aggregate number of stock warrants;

	•	the number of shares of our common stock for which each stock warrant is exercisable;

	•	the date or dates on which the stock warrants will expire;

	•	the price or prices at which the stock warrants are exercisable;

	•	the currency or currencies in which the stock warrants are exercisable;

	•	the period during which, and places at which, the stock warrants are exercisable;

	•	the terms of any mandatory or optional call provisions;

	•	the price or prices, if any, at which the stock warrants may be redeemed at the option of the holder;

	•	any provisions for adjustment of the number of shares of our common stock receivable upon exercise of stock warrants or the exercise price of such stock warrants;

	•	if applicable, the date on and after which the stock warrants and the related shares of common stock will be separately transferable;

	•	the identity of the warrant agent;

	•	if applicable, the exchanges on which the stock warrants may be listed;

	•	if applicable, the maximum or minimum number of stock warrants which may be exercised at any time;

	•	whether the stock warrants will be issued in book-entry form;

	•	if applicable, a discussion of certain U.S. federal income tax considerations; and

	•	any other terms of the stock warrants, including terms, procedures and limitations relating to the exchange and exercise of the stock warrants.

Exercise of Stock Warrants. Each stock warrant will entitle the holder thereof to purchase for cash shares of our common stock at the exercise price set forth in, or determinable as set forth in, a prospectus supplement relating to such stock warrants offered thereby. Stock warrants may be exercised at any time up to the close of business on the expiration date set forth in a prospectus supplement. After the close of business on the expiration date, unexercised stock warrants will be void.

Upon receipt of payment and the stock warrant certificate properly completed and duly executed at the corporate trust office of the warrant agent or any other office indicated in a prospectus supplement, we will, as soon as practicable, forward the shares of our common stock purchased upon such exercise. If less than all of the stock warrants represented by a stock warrant certificate are exercised, a new stock warrant certificate will be issued for the remaining stock warrants.

The following summaries of significant provisions of the warrant agreements are not intended to be comprehensive and holders of warrants should review the detailed provisions of the relevant warrant agreement for a full description and for other information regarding the warrants.

Modifications without Consent of Warrant Holders. We and the warrant agent may amend the terms of the warrants and the warrant certificates without the consent of the holders to:


	•	cure any ambiguity;

	•	cure, correct or supplement any defective or inconsistent provision;

	•	amend the terms in any other manner which we may deem necessary or desirable and which will not adversely affect the interests of the affected holders in any material respect; or

	•	reduce the exercise price of the warrants.

Further, we and the warrant agent may also amend or supplement the warrant agreement for a series of warrants without the consent of the holders of the warrants issued thereunder to effect other changes that are not inconsistent with the provisions of the warrants and that do not materially and adversely affect the interests of the holders of the warrants.

Modifications with Consent of Warrant Holders. We and the warrant agent, with the consent of the holders of not less than a majority in number of the then outstanding unexercised warrants affected, may modify or amend the warrant agreements. However, we and the warrant agent may not make any of the following modifications or amendments without the consent of each affected warrant holder:


	•	increase the exercise price provided for in the warrants;

	•	reduce the principal amount of debt securities or the number of shares of our common stock receivable upon exercise, cancellation or expiration of the warrants other than in accordance with the antidilution provisions or other similar adjustment provisions including in the terms of the warrants;

	•	shorten the period of time during which the warrants may be exercised;

	•	materially and adversely affect the rights of the owners of the warrants; or

	•	reduce the percentage of outstanding warrants the consent of whose owners is required for the modification of the applicable warrant agreement.

Consolidation, Merger and Sale of Assets. If at any time we merge or consolidate or transfer substantially all of our assets, the successor corporation will succeed to and assume all of our obligations under each warrant agreement and warrant certificate. We will then be relieved of any further obligation under the debt warrant agreements and the warrants issued thereunder. See “Description of Debt Securities — Certain Covenants” and “Description of Debt Securities — Consolidation, Merger and Sale of Assets.” Our obligations under the stock warrant agreements and the warrants issued thereunder in such event will be described in the relevant prospectus supplement.

Enforceability of Rights of Warrant Holders. The warrant agents will act solely as our agents in connection with the warrant certificates and will not assume any obligation or relationship of agency or trust for or with any holders of warrant certificates or beneficial owners of warrants. Any holder of warrant certificates and any beneficial owner of warrants may, without the consent of any other person, enforce by appropriate legal action, on its own behalf, its right to exercise the warrants evidenced by the warrant certificates in the manner

provided for in that series of warrants or pursuant to the applicable warrant agreement. No holder of any warrant certificate or beneficial owner of any warrants will be entitled to any of the rights of a holder of the debt securities or any other securities, including our common stock, or any other warrant property purchasable upon exercise of the warrants, including, without limitation, the right to receive dividends, if any, or interest on any securities, the right to receive payments on debt securities or any other warrant property or to enforce any of the covenants or rights in the relevant indenture or any other similar agreement.

Registration and Transfer of Warrants. Subject to the terms of the applicable warrant agreement, warrants in registered, definitive form may be presented for exchange and for registration of transfer at the corporate trust office of the warrant agent for that series of warrants, or at any other office indicated in the prospectus supplement relating to that series of warrants, without service charge. However, the holder will be required to pay any taxes and other governmental charges as described in the warrant agreement. The transfer or exchange will be effected only if the warrant agent for the series of warrants is satisfied with the documents of title and identity of the person making the request.

New York Law to Govern. The warrants and each warrant agreement will be governed by, and construed in accordance with, the laws of the State of New York.

The following is a general description of the terms of the stock purchase contracts we may issue from time to time. Particular terms of any stock purchase contracts we offer will be described in the prospectus supplement relating to such stock purchase contracts.

We may issue stock purchase contracts, including contracts obligating holders to purchase from us, and obligating us to sell to holders, a specified number of shares of our common stock at a future date, which we refer to herein as “stock purchase contracts”. The consideration per share of our common stock and the number of shares of common stock may be fixed at the time that the stock purchase contracts are issued or may be determined by reference to a specific formula set forth in the stock purchase contracts. Any stock purchase contract may include anti-dilution provisions to adjust the number of shares issuable pursuant to such stock purchase contract upon the occurrence of certain events.

The stock purchase contracts may be issued separately or as a part of units consisting of a stock purchase contract and debt securities, trust preferred securities or debt obligations of third parties, including U.S. Treasury securities, securing the holders’ obligations to purchase the common stock under the stock purchase contracts, which we refer to herein as “stock purchase units”. The stock purchase contracts may require us to make periodic payments to holders of the stock purchase units, or vice versa, and such payments may be unsecured or prefunded on some basis. The stock purchase contracts may require holders to secure their obligations thereunder in a specified manner.

The description of the stock purchase contracts or stock purchase units in the applicable prospectus supplement will not necessarily be complete. Reference will be made to the stock purchase contracts and, if applicable, related collateral or depository arrangements. Material Federal income tax considerations applicable to the stock purchase contracts and stock purchase units will also be discussed in the applicable prospectus supplement.

The following is a general description of the terms of the trust preferred securities we may issue from time to time. Particular terms of any trust preferred securities we offer will be described in the prospectus supplement relating to such trust preferred securities.

Each of the trusts was formed pursuant to the execution of a declaration of trust and the filing of a certificate of trust in respect of such trust with the Delaware Secretary of State. The declaration of trust of each Goodyear Capital Trust will be amended and restated prior to the issuance by such trust of the trust preferred securities to include the terms referenced in this prospectus and in the applicable prospectus supplement. The original

declaration of trust of each Goodyear Capital Trust is, and the form of the amended and restated declaration of trust of such trust will be, filed as an exhibit to the registration statement of which this prospectus is a part.

Each of the trusts may issue only one series of trust preferred securities. The declaration of trust for each trust will be qualified as an indenture under the Trust Indenture Act. The trust preferred securities will have the terms, including distributions, redemption, voting, liquidation and such other preferred, deferred or other special rights or such restrictions as shall be set forth in the declaration or made part of the declaration by the Trust Indenture Act, and which will mirror the terms of the debt securities purchased from us and held by the trust and described in the applicable prospectus supplement. The following summary does not purport to be complete and is subject in all respects to the provisions of the applicable declaration and the Trust Indenture Act.

The specific terms of the trust preferred securities of any Goodyear Capital Trust will be set forth in the prospectus supplement relating to such trust preferred securities, including:


	•	the distinctive designation of the trust preferred securities;

	•	the number of trust preferred securities issued by the trust;

	•	the annual distribution rate, or method of determining the rate, for trust preferred securities issued by the trust and the date or dates upon which distributions are payable;

	•	whether distributions on trust preferred securities issued by the trust are cumulative, and, in the case of trust preferred securities having cumulative distribution rights, the date or dates from which distributions will be cumulative;

	•	the amount which shall be paid out of the assets of the trust to the holders of trust preferred securities upon voluntary or involuntary dissolution, winding-up or termination of the trust;

	•	the obligation or the option, if any, of the trust to purchase or redeem trust preferred securities and the price or prices at which, the period or periods within which, and the terms upon which, trust preferred securities issued by the trust may be purchased or redeemed;

	•	the voting rights, if any, of trust preferred securities in addition to those required by law, including the number of votes per trust preferred security and any requirement for the approval by the holders of trust preferred securities as a condition to specified action or amendments to the declaration of the trust;

	•	the terms and conditions, if any, upon which the debt securities may be distributed to holders of trust preferred securities;

	•	whether the trust preferred securities will be convertible or exchangeable into common stock or other securities, and, if so, the terms and conditions upon which the conversion or exchange will be effected, including the initial conversion or exchange price or rate and any adjustments thereto, the conversion or exchange period and other conversion or exchange provisions;

	•	if applicable, any securities exchange upon which the trust preferred securities will be listed; and

	•	any other relevant rights, preferences, privileges, limitations or restrictions of trust preferred securities issued by the trust not inconsistent with its declaration or with applicable law.

We will guarantee all trust preferred securities offered hereby to the extent set forth below under “Description of Trust Preferred Securities Guarantees”. Certain United States federal income tax considerations applicable to any offering of trust preferred securities will be described in the applicable prospectus supplement.

In connection with the issuance of trust preferred securities, each trust will issue one series of common securities having the terms including distributions, redemption, voting and liquidation rights or such restrictions as shall be set forth in its declaration. The terms of the common securities will be substantially identical to the terms of the trust preferred securities issued by the trust and the common securities will rank equal with, and the payments will be made thereon pro rata, with the trust preferred securities except that, upon an event of default under the declaration, the rights of the holders of the common securities to payment in respect of distributions and payments upon liquidation, redemption and otherwise will be subordinated to the rights of the holders of the

trust preferred securities. The common securities will carry the right to vote to appoint, remove or replace any of the trustees of a trust. Directly or indirectly, we will own all of the common securities of each trust.

Distributions on the trust preferred securities will be made on the dates payable to the extent that the trust has funds available for the payment of distributions in the trust’s property account. The trust’s funds available for distribution to the holders of the trust securities will be limited to payments received from us on the debt securities issued to the trust in connection with the issuance of the trust preferred securities. We will guarantee the payment of distributions out of monies held by the trust to the extent set forth under “Description of Trust Preferred Securities Guarantees” below.

With respect of any subordinated debt securities issued to a trust, we will have the right under the terms of the subordinated debt securities to defer payments of interest on the subordinated debt securities by extending the interest payment period from time to time on the subordinated debt securities. As a consequence of our extension of the interest payment period on subordinated debt securities held by a trust, distributions on the trust preferred securities would be deferred during any such extended interest payment period. The trust will give the holders of the trust preferred securities notice of an extension period upon their receipt of notice from us. If distributions are deferred, the deferred distributions and accrued interest will be paid to holders of record of the trust preferred securities as they appear on the books and records of the trust on the record date next following the termination of the deferral period. The terms of any subordinated debt securities issued to a trust, including the right to defer payments of interest, will be described in the applicable prospectus supplement.

We will have the right at any time to dissolve the trust and, after satisfaction of the liabilities of creditors of the trust as provided by applicable law, to cause the distribution of debt securities issued to the trust to the holders of the trust securities in a total stated principal amount equal to the total stated liquidation amount of the trust securities then outstanding. The right to dissolve the trust and distribute the debt securities will be conditioned on our receipt of any opinion rendered by tax counsel that the distribution would not be taxable for United States federal income tax purposes to the holders.

If an event of default under a declaration of trust occurs and is continuing, then the holders of trust preferred securities of such trust would rely on the enforcement by the property trustee of its rights as a holder of the applicable series of debt securities against us. In addition, the holders of a majority in liquidation amount of the trust preferred securities of such trust will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the property trustee or to direct the exercise of any power conferred upon the property trustee to exercise the remedies available to it as a holder of the debt securities. If the property trustee fails to enforce its rights under the applicable series of debt securities, a holder of trust preferred securities of such trust may institute a legal proceeding directly against us to enforce the property trustee’s rights under the applicable series of debt securities without first instituting any legal proceeding against the property trustee or any other person or entity.

If an event of default under the applicable declaration of trust has occurred and is continuing and such event is attributable to our failure to pay interest or principal on the applicable series of debt securities on the date such interest or principal is otherwise payable or in the case of redemption, on the redemption date, then a holder of trust preferred securities of such trust may directly institute a proceeding for enforcement of payment to such holder of the principal of or interest on the applicable series of debt securities having a principal amount equal to the aggregate liquidation amount of the trust preferred securities of such holder on or after the respective due date specified in the applicable series of subordinated debt securities. In connection with such direct action, we will be

subordinated to the rights of such holder of trust preferred securities under the applicable declaration to the extent of any payment made by us to such holder of trust preferred securities in such direct action.

Set forth below is a summary of information concerning the trust preferred securities guarantees which we will execute and deliver for the benefit of the holders of trust preferred securities. Each trust preferred securities guarantee will be qualified as an indenture under the Trust Indenture Act. The trust preferred securities guarantee trustee will hold each guarantee for the benefit of the holders of the trust preferred securities to which it relates. The following summary does not purport to be complete and is subject in all respects to the provisions of, and is qualified in its entirety by reference to, the form of trust preferred securities guarantee, which is filed as an exhibit to the registration statement of which this prospectus forms a part, and the Trust Indenture Act.

Pursuant to each trust preferred securities guarantee, we will agree to pay in full, to the holders of the trust preferred securities issued by a trust, the guarantee payments, except to the extent paid by the trust, as and when due, regardless of any defense, right of set-off or counterclaim which the trust may have or assert. The following payments with respect to trust preferred securities, to the extent not paid by the trust, will be subject to the trust preferred securities guarantee:


	•	any accrued and unpaid distributions which are required to be paid on the trust preferred securities, to the extent the trust shall have funds legally and immediately available for those distributions;

	•	the redemption price set forth in the applicable prospectus supplement to the extent the trust has funds legally and immediately available therefor with respect to any trust preferred securities called for redemption by the trust; and

	•	upon a voluntary or involuntary dissolution, winding-up or termination of the trust, other than in connection with the distribution of debt securities to the holders of trust preferred securities or the redemption of all of the trust preferred securities, the lesser of –


	(a) the aggregate of the liquidation amount and all accrued and unpaid distributions on the trust preferred securities to the date of payment, to the extent the trust has funds legally and immediately available, and

	(b) the amount of assets of the trust remaining available for distribution to holders of the trust preferred securities in liquidation of the trust.

Our obligation to make a guarantee payment may be satisfied by direct payment of the required amounts by us to the holders of trust preferred securities or by causing the applicable trust to pay the amounts to the holders. Each trust preferred securities guarantee will not apply to any payment of distributions on the trust preferred securities, and we will have no obligation to make a payment pursuant to any trust preferred securities guarantee, except to the extent the trust shall have funds available therefor. If we do not make principal or interest payments on the debt securities purchased by a trust, the trust will not pay distributions on the trust preferred securities issued by the trust and will not have funds available therefor. The trust preferred securities guarantee, when taken together with our obligations under the debt securities, the indenture and the declaration, including our obligations to pay costs, expenses, debts and liabilities of the trust other than with respect to the trust securities, will provide a full and unconditional guarantee on a subordinated basis by us of payments due on the trust preferred securities.

We have also agreed separately to irrevocably and unconditionally guarantee the obligations of the trusts with respect to the common securities (our common securities guarantee) to the same extent as the preferred trust securities guarantee, except that upon an event of default under one or both of the indentures, holders of trust preferred securities shall have priority over holders of common securities with respect to distributions and payments on liquidation, redemption or otherwise.

As long as trust preferred securities issued by any trust are outstanding, we agree that we will:


	•	remain the sole direct or indirect owner of all of the outstanding common securities of that trust, except as permitted by the applicable declaration of trust; and

	•	use reasonable efforts to cause that trust to continue to be treated as a guarantor trust for Federal income tax purposes, except in connection with a distribution of debt securities to the holders of trust preferred securities as provided in the declaration of trust, in which event that trust would be dissolved.

Modification of the Trust Preferred Securities Guarantees; Successors and Assignment

Each trust preferred securities guarantee may be amended only with the prior approval of the holders of not less than a majority in liquidation amount of the outstanding trust preferred securities issued by the applicable trust except with respect to changes which do not adversely affect the rights of holders of trust preferred securities, in which case no vote will be required.

All guarantees and agreements contained in a trust preferred securities guarantee shall bind our successors, assigns, receivers, trustees and representatives and shall inure to the benefit of the holders of the trust preferred securities of the applicable trust then outstanding. We may assign our obligations under the guarantees only in connection with a consolidation, merger or sale of assets involving us permitted under the indenture governing the debt securities.

Each trust preferred securities guarantee will terminate as to the trust preferred securities issued by the applicable trust upon:


	•	full payment of the redemption price of all trust preferred securities of the trust;

	•	distribution of the debt securities held by the trust, or any securities into which the debt securities are convertible, to the holders of the trust preferred securities of the trust; or

	•	full payment of the amounts payable in accordance with the declaration of the trust upon liquidation of the trust.

Each trust preferred securities guarantee will continue to be effective or will be reinstated, as the case may be, if at any time any holder of trust preferred securities issued by the applicable trust must repay any amounts paid under the trust preferred securities or the trust preferred securities guarantee.

An event of default under a trust preferred securities guarantee will occur upon our failure to perform any of our payment or other obligations under the trust preferred securities guarantee.

The holders of a majority in liquidation amount of the trust preferred securities relating to such trust preferred securities guarantee have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trust preferred securities guarantee trustee in respect of the guarantee or to direct the exercise of any power conferred upon the trust preferred securities guarantee trustee under such trust preferred securities. If the trust preferred securities guarantee trustee fails to enforce such trust preferred securities guarantee, any holder of trust preferred securities relating to such guarantee may institute a legal proceeding directly against us to enforce the trust preferred securities guarantee trustee’s rights under such guarantee, without first instituting a legal proceeding against the relevant trust, the guarantee trustee or any other person or entity. If we fail to make a required guarantee payment, a holder of trust preferred securities may directly institute a proceeding against us for enforcement of the trust preferred securities guarantee for such payment. We waive any right or remedy to require that any action be brought first against such trust or any other person or entity before proceeding directly against us.

Unless otherwise indicated in an applicable prospectus supplement, the trust preferred securities guarantees will constitute unsecured obligations of Goodyear and will rank:


	•	subordinate and junior in right of payment to all other liabilities of Goodyear and any guarantees relating thereto, except those made pari passu or subordinate by their terms;

	•	equal with most preferred stock hereafter issued by us and with any guarantee now or hereafter entered into by us in respect of any preferred stock issued by us; and

	•	senior to our common stock and to any guarantee now or hereafter entered into by us relating to our common stock.

The terms of the trust preferred securities provide that each holder agrees to the subordination provisions and other terms of the trust preferred securities guarantee.

The trust preferred securities guarantees will constitute a guarantee of payment and not merely of collection, that is, the guaranteed party may institute a legal proceeding directly against us to enforce its rights under the guarantee without instituting a legal proceeding against any other person or entity.

Information Concerning the Trustee for the Trust Preferred Guarantee Securities

The trust preferred securities guarantee trustee, before the occurrence of a default with respect to a trust preferred securities guarantee, undertakes to perform only such duties as are specifically set forth in such trust preferred securities guarantee and, after default, shall exercise the same degree of care as a prudent individual would exercise in the conduct of his or her own affairs. The trust preferred securities guarantee trustee is under no obligation to exercise any of the powers vested in it by a trust preferred securities guarantee at the request of any holder of preferred securities, unless offered reasonable indemnity against costs, expenses and liabilities which might be incurred by it.

The trust preferred securities guarantees will be governed by and construed in accordance with the internal laws of the State of New York.

We may issue units, consisting of one or more securities, including debt securities, common stock, warrants, stock purchase contracts and stock purchase units and trust preferred securities, in any combination, as described in a prospectus supplement.


	•	the designation and the terms of the units and of any combination of debt securities, common stock, warrants, stock purchase contracts and trust preferred securities constituting the units, including whether and under what circumstances the debt securities, common stock, warrants, stock purchase contracts or trust preferred securities may be traded separately;

	•	any additional terms of the governing unit agreement;

	•	any additional provisions for the issuance, payment, settlement, transfer or exchange of the units or of the debt securities, common stock, warrants, stock purchase contracts, or trust preferred securities constituting the units; and

	•	any applicable Federal income tax consequences.

The terms and conditions described under “Description of Debt Securities,” “Description of Our Capital Stock,” “Description of Warrants”, “Description of Stock Purchase Contracts and Stock Purchase Units,” and “Description of Trust Preferred Securities” and those described below under “— Significant Provisions of the

Unit Agreement” will apply to each unit and to any debt security, common stock warrant, stock purchase contract or stock purchase unit or trust preferred security included in each unit, respectively, unless otherwise specified in the applicable prospectus supplement.

We will issue the units under one or more unit agreements, each referred to as a unit agreement, to be entered into between us and a bank or trust company, as unit agent. We may issue units in one or more series, which will be described in a prospectus supplement. The following descriptions of the material provisions and terms of the unit agreement and units are not complete, and you should review the detailed provisions of the unit agreement to be filed with the SEC in connection with the offering of specific units for a full description and for other information regarding the units.

Obligations of Unit Holder. Under the terms of a unit agreement, each owner of a unit consents to and agrees to be bound by the terms of the unit agreement.

Assumptions of Obligations by Transferee. Upon the registration of transfer of a unit, the transferee will assume the obligations, if any, of the transferor under any security constituting that unit and the transferor will be released from those obligations. Under the unit agreement, we consent to the transfer of these obligations to the transferee, to the assumption of these obligations by the transferee and to the release of the transferor, if the transfer is made in accordance with the provisions of the unit agreement.

Remedies. Upon the acceleration of the debt securities constituting all or part of any units, our obligations may also be accelerated upon the request of the owners of not less than 50% of the affected units, on behalf of all the owners.

Limitation on Actions by You as an Individual Holder. No owner of any unit will have any right under the unit agreement to institute any action or proceeding at law or in equity or in bankruptcy or otherwise regarding the unit agreement, or for the appointment of a trustee, receiver, liquidator, custodian or other similar official, unless the owner has given written notice to the unit agent and to us of the occurrence and continuance of a default thereunder, and in the case of an event of default under the debt securities or the relevant indenture, unless the procedures, including notice to us and the trustee, described in the applicable indenture have been complied with. If these conditions have been satisfied, any owner of an affected unit may then, but only then, institute an action or proceeding.

Absence of Protections Against Certain Potential Events. There are no covenants or other provisions in the unit agreement providing for a put right or increased interest, or providing for any other right or benefit, that would afford holders of units additional protection in the event of a recapitalization transaction, a change of control or a highly leveraged transaction.

Modification Without Consent of Holders. We and the unit agent may amend the unit agreement without the consent of the holders to:


	•	cure any ambiguity;

	•	correct or supplement any defective or inconsistent provision; or

	•	amend the terms in any other manner which we may deem necessary or desirable and which will not adversely affect the interests of the affected holders in any material respect.

Modification With Consent of Holders. We and the unit agent, with the consent of the holders of not less than a majority of all series of outstanding units affected, voting as one class, may modify the rights of the holders of the units of each series so affected. However, we and the unit agent may not without the consent of the


	•	materially and adversely affect the holders’ units or the terms of the unit agreement; or

	•	reduce the percentage of outstanding units the consent of whose owners is required for the modification of the provisions of the unit agreement.

Modifications of any debt securities included in units may only be made in accordance with the applicable indenture, as described under “Description of Debt Securities — Modifications and Waivers of the Indenture.”

Consolidation, Merger or Sale of Assets. The unit agreement provides that we will not consolidate or combine with or merge with or into or, directly or indirectly, sell, assign, convey, lease, transfer or otherwise dispose of all or substantially all of our properties and assets to any person or persons in a single transaction or through a series of transactions, unless:


	•	we shall be the continuing person or, if we are not the continuing person, the resulting, surviving or transferee person (the “surviving entity”) is a company organized and existing under the laws of the United States or any State of territory;

	•	the surviving entity expressly assumes all of our obligations under the debt securities and each indenture and, if required by law to effectuate the assumption, executes supplements to indentures which will be delivered to the trustees and will be in form and substance reasonably satisfactory to the trustees;

	•	immediately after giving effect to such transaction or series of transactions on a pro forma basis, no default has occurred and is continuing; and

	•	we or the surviving entity have delivered to the trustees an officers’ certificate and opinion of counsel stating that the transaction or series of transactions and a supplemental indenture, if any, complies with this covenant and that all conditions precedent in the applicable indenture relating to the transaction or series of transactions have been satisfied.

If any consolidation or merger or any sale, assignment, conveyance, lease, transfer or other disposition of all or substantially all of our assets occurs in accordance with the indentures, the successor corporation will succeed to, and be substituted for, and may exercise our rights and powers under the indentures with the same effect as if such successor corporation had been named as us and we will be discharged from all obligations and covenants under the indentures and the debt securities.

Unit Agreements Not Qualified Under Trust Indenture Act. A unit agreement will not be qualified as an indenture under, and the unit agent will not be required to qualify as a trustee under, the Trust Indenture Act. Accordingly, the holders of units will not have the benefits of the protections of the Trust Indenture Act. However, any debt securities issued as part of a unit will be issued under an indenture qualified under the Trust Indenture Act, and the trustee under that indenture will be qualified as a trustee under the Trust Indenture Act.

Title. We, the unit agent, the trustees, the warrant agent and any of their agents will treat the registered owner of any unit as its owner, notwithstanding any notice to the contrary, for all purposes.

New York Law to Govern. The unit agreement and the units will be governed by, and construed in accordance with, the laws of the State of New York.

Unless otherwise indicated in a prospectus supplement, the debt securities, warrants, stock purchase contracts, units and trust preferred securities will be issued in the form of one or more fully registered global securities (a “global security”) which will be deposited with, or on behalf of, The Depository Trust Company, New York, New York (the “Depository”) and registered in the name of the Depository’s nominee. Beneficial interests in a global security will be represented through book-entry accounts of financial institutions acting on behalf of beneficial owners as direct and indirect participants of the Depository. Investors may elect to hold interests in the global securities through the Depository. Except as set forth below, a global security may be

The Depository has advised us that it is a limited-purpose trust company created to hold securities for its participating organizations and to facilitate the clearance and settlement of securities transactions between participants through electronic book-entry changes in the accounts of its participants. Participants include:


	•	securities brokers and dealers;

	•	banks and trust companies;

	•	clearing corporations; and

	•	certain other organizations.

Access to the Depository’s system is also available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly. Persons who are not participants may beneficially own securities held by the Depository only through participants or indirect participants.


	•	upon issuance of a global security, the Depository will credit the account of participants designated by any dealers, underwriters or agents participating in the distribution of the securities with the respective principal or face amounts of securities beneficially owned by such participants; and

	•	ownership of beneficial interests in a global security will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Depository (with respect to participants’ interests), the participants and the indirect participants (with respect to the owners of beneficial interests in the global security).

The laws of some states require that certain persons take physical delivery in definitive form of securities which they own. Consequently, the ability to own, transfer or pledge beneficial interests in a global security is limited to such extent.

As long as the Depository’s nominee is the registered owner of a global security, such nominee for all purposes will be considered the sole owner or holder of the securities represented by the global security. Except as provided below, you will not:


	•	be entitled to have any of the securities registered in your name;

	•	receive or be entitled to receive physical delivery of the securities in definitive form; or

	•	be considered the owner or holder of the securities under the applicable indenture, warrant agreement, stock purchase contract, unit agreement or trust preferred security arrangement.

Principal, premium, if any, and interest payments on debt securities, and any payments to holders with respect to warrants, stock purchase contracts, units or trust preferred securities, represented by a global security registered in the name of a Depository or its nominee will be made to the Depository or its nominee, as the case may be, as the registered owner of the global security. Neither we, any trustee, any unit agent, any warrant agent, any paying agent nor the Depository will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in global securities or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

If the Depository is at any time unwilling or unable to continue as depository and we have not appointed a successor depositary within 90 days, we will issue securities in definitive form in exchange for the global securities. In addition, we may at any time determine not to have the securities represented by global securities and, in such event, we will issue securities in definitive form in exchange for the global securities. In either instance, an owner of a beneficial interest in a global security will be entitled to physical delivery of the securities in definitive form. No service charge will be made for any transfer or exchange of the securities, but we may

We may offer and sell the securities from time to time in and/or outside the United States:


	•	through underwriters;

	•	through dealers;

	•	through agents;

	•	directly to purchasers; or

	•	through any combination of such methods.

The applicable prospectus supplement with respect to any securities offered will set forth:


	•	the terms of the offering of the securities;

	•	the name of each underwriter, dealer or agent, if any, and the amounts of securities underwritten or purchased by each of them;

	•	the initial public offering price of the securities;

	•	the proceeds to us from such sale;

	•	any delayed delivery arrangement;

	•	any underwriting discounts and other items constituting underwriters’ compensation; and

	•	any discounts or concessions allowed or re-allowed or paid to dealers.

Any initial public offering price and any discount or concessions allowed or re-allowed or paid to dealers may be changed from time to time.

We may sell the securities to underwriters. If an underwriter or underwriters are used in the sale, we will enter into an underwriting agreement with such underwriters at the time of sale to them. The names of the underwriters and the terms of the transaction will be set forth in a prospectus supplement which will be used by the underwriters to make resales of the securities in respect of which this prospectus is delivered to the public.

If underwriters are used in the sale, the securities will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. The securities may be offered to the public either through underwriting syndicates represented by one or more managing underwriters or directly by underwriters. Generally, the obligations of the underwriters will be subject to certain conditions precedent. The underwriters will be obligated to purchase all securities then being offered if they purchase any of the securities.

If Dealers are used in the sale of securities in respect of which this prospectus is delivered, we will sell the securities to the dealer as principals. The dealer may then resell such securities to the public at varying prices to be determined by such dealer at the time of resale.

We may use agents to sell securities. Any agent involved in the offer or sale of the securities will be named, and any commission payable by us to such agent will be set forth, in a prospectus supplement. Unless otherwise

We may directly solicit offers to purchase securities and sell them directly to you. In this case, no underwriters, dealers, or agents would be involved.

We may sell the securities directly to institutional investors or others, who may be deemed to be underwriters within the meaning of the Securities Act of 1933, as amended, with respect to any resale thereof. The terms of any such sales, including the terms of any bidding or auction process, will be described in the prospectus supplement relating thereto.

If so indicated in a prospectus supplement, we will authorize agents and underwriters to solicit offers by certain institutions to purchase securities from us at the public offering price set forth in such prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on the date stated in the prospectus supplement. Each delayed delivery contract will be for an amount not less than the respective amounts stated in the prospectus supplement. Unless we otherwise agree, the aggregate principal amount of securities sold pursuant to delivery contracts shall be not less or more than the respective amounts stated in the prospectus supplement. Institutions with whom delayed delivery contracts may be made include:


	•	commercial and savings banks;

	•	insurance companies;

	•	pension funds;

	•	investment companies; and

	•	other institutions.

Any delayed delivery contracts are subject to our approval. Delayed delivery contracts will not be subject to any conditions except that the purchase by an institution of the securities covered by its delayed delivery contract shall not at the time of delivery be prohibited under the laws of any jurisdiction in the United States to which such institution is subject. A commission indicated in the prospectus supplement will be paid to underwriters and agents soliciting purchases of securities pursuant to contracts accepted by us.

The time and place of delivery of the securities described in this prospectus and issued by us will be set forth in the accompanying prospectus supplement.

Underwriters, dealers and agents may be entitled under agreements entered into with us to indemnification by us against certain liabilities, including liabilities under the Securities Act.

Each of the securities, other than our common stock, will be a new issue of securities with no established trading market. Unless otherwise specified in a prospectus supplement, the securities, other than our common stock, will not be listed on any securities exchange. No assurance can be given as to the existence or liquidity of a trading market for any of the securities.

In connection with an offer and sale of the securities through underwriters, certain of the underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of the securities. Specifically, certain of the underwriters may over-allot the offering, creating a syndicate short position. In addition, the underwriters may bid for, and purchase, the securities in the open market to cover syndicate positions or to stabilize the price of the securities. The underwriters may reclaim selling concessions allowed for distributing the securities in an offering, if they repurchase previously distributed debt securities in syndicate covering transactions, in stabilization transactions or otherwise. Any of these activities may stabilize or maintain the market price of the

securities above independent market levels. The underwriters will not be required to engage in these activities and, if commenced, may end any of these activities at any time.

Underwriters, dealers and agents and their affiliates may have in the past engaged, and may in the future engage, in transactions with, or perform services for, us and our affiliates in the ordinary course of business and receive compensation for such transactions and services.

Unless otherwise indicated herein or in an accompanying prospectus supplement relating to any particular securities offered:


	•	the validity of the securities offered by Goodyear in respect of which this prospectus is being delivered will be passed upon for us by C. Thomas Harvie, Esq., a Senior Vice President, the General Counsel and the Secretary of Goodyear.

	•	certain matters of Delaware law regarding the validity of the trust preferred securities will be passed upon by Morris, Nichols, Arsht & Tunnell, Wilmington, Delaware, as special counsel to us and each trust.

	•	the validity of all of the securities offered by this prospectus will be passed upon for any underwriters or agents by Cravath, Swaine & Moore, Worldwide Plaza, 825 Eighth Avenue, New York, New York.

At May 31, 2002, Mr. Harvie owned 7,237 shares of our common stock and held certain rights to acquire and options to purchase approximately 195,164 shares of our common stock.

The consolidated financial statements and related financial statement schedule of Goodyear incorporated in this prospectus by reference to Goodyear’s Annual Report on Form 10-K for the year ended December 31, 2001 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting.

The following list sets forth the expenses (other than underwriting discounts and commissions) expected to be incurred in connection with the issuance and distribution of the securities being registered by this Registration Statement. All amounts are estimated except the Commission registration fee.

Article V of the Code of Regulations of The Goodyear Tire & Rubber Company (the “registrant” or “Goodyear”) concerns indemnification of the registrant’s directors and officers and provides as follows:

“The Company shall indemnify each person who is or was a director, officer or employee of the Company, or of any other corporation which he served as such at the request of the Company, against any and all liability and reasonable expense that may be incurred by him in connection with or resulting from any claim, action, suit or proceeding (whether brought by or in the right of the Company or such other corporation or otherwise), civil or criminal, or in connection with an appeal relating thereto, in which he may become involved, as a party or otherwise, by reason of his being or having been a director, officer, or employee of the Company or of such other corporation, or by reason of any past or future action taken or not taken in his capacity as such director, officer, or employee, whether or not he continues to be such at the time such liability or expense is incurred, provided such person acted, in good faith, in what he reasonably believed to be the best interests of the Company or such other corporation, as the case may be, and, in addition, in any criminal action or proceeding, had no reasonable cause to believe that his conduct was unlawful. As used in this Article, the terms “liability” and “expense” shall include, but shall not be limited to, counsel fees and disbursements and amounts of judgments, fines, or penalties against, and amounts paid in settlement by, a director, officer, or employee, other than amounts paid to the Company itself or to such other corporation served at the Company’s request. The termination of any claim, action, suit, or proceeding, civil or criminal, by judgment, settlement (whether with or without court approval) or conviction or upon a plea of guilty or of nolo contendere, or its equivalent, shall not create a presumption that a director, officer, or employee did not meet the standards of conduct set forth in the first sentence of this Article. Any such director, officer, or employee referred to in this Article who has been wholly successful, on the merits or otherwise, with respect to any claim, action, suit or proceeding of the character described herein shall be entitled to indemnification as of right. Except as provided in the preceding sentence, any indemnification hereunder shall be made at the discretion of the Company, but only if (1) the Board, acting by a quorum consisting of directors who are not parties to (or who have been wholly successful with respect to) such claim, action, suit, or proceeding, shall find that the director, officer, or employee has met the standards of conduct set forth in the first sentence of this Article, or (2) independent legal counsel (who may be the regular counsel of the Company) shall

deliver to it their written advice that, in their opinion, such director, officer, or employee has met such standards. Expense incurred with respect to any such claim action, suit, or proceeding may be advanced by the Company prior to the final disposition thereof upon receipt of an undertaking by or on behalf of the recipient to repay such amount unless it shall ultimately be determined that he is entitled to indemnification under this Article. The rights of indemnification provided in this Article shall be in addition to any rights to which any person concerned may otherwise be entitled by contract or as a matter of law, and shall inure to the benefit of their heirs, executors, and administrators of any such person.”

Indemnification also may be made available by registrant to its directors, officers, employees and agents, and may be available as a matter of right, under Section 1701.13(E) of the Ohio Revised Code. Section 1701.13(E) of the Ohio Revised Code provides as follows:


	“(E)(1) A corporation may indemnify or agree to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, other than an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee, member, manager, or agent of another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, or other enterprise, against expenses, including attorney’s fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, if he had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct was unlawful.

	(2) A corporation may indemnify or agree to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor, by reason of the fact that he is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee, member, manager, or agent of another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, or other enterprise, against expenses, including attorney’s fees, actually and reasonably incurred by him in connection with the defense or settlement of such action or suit, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any of the following:


	(a) Any claim, issue, or matter as to which such person is adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless, and only to the extent that, the court of common pleas or the court in which such action or suit was brought determines, upon application, that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court of common pleas or such other court shall deem proper;

	(b) Any action or suit which the only liability asserted against a director is pursuant to Section 1701.95 of the Revised Code.

(3) To the extent that a director, trustee, officer, employee, member, manager, or agent has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in division (E)(1) or (2) of this section, or in defense of any claim, issue, or matter therein, he shall be indemnified against expenses, including attorney’s fees, actually and reasonably incurred by him in connection with the action, suit, or proceeding.

(4) Any indemnification under division (E)(1) or (2) of this section, unless ordered by a court, shall be made by the corporation only as authorized in the specific case, upon a determination that indemnification of the director, trustee, officer, employee, member, manager, or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in division (E)(1) or (2) of this section. Such determination shall be made as follows:


	(a) By a majority vote of a quorum consisting of directors of the indemnifying corporation who were not and are not parties to or threatened with the action, suit, or proceeding referred to in division (E)(1) or (2) of this section;

	(b) If the quorum described in division (E)(4)(a) of this section is not obtainable or if a majority vote of a quorum of disinterested directors so directs, in a written opinion by independent legal counsel other than an attorney, or a firm having associated with it an attorney, who has been retained by or who has performed services for the corporation or any person to be indemnified within the past five years;

	(c) By the shareholders; or

	(d) By the court of common pleas or the court in which the action, suit, or proceeding referred to in division (E)(1) or (2) of this section was brought.


	Any determination made by the disinterested directors under division (E)(4)(a) or by independent legal counsel under division (E)(4)(b) of this section shall be promptly communicated to the person who threatened or brought the action or suit by or in the right of the corporation under division (E)(2) of this section, and, within ten days after receipt of such notification, such person shall have the right to petition the court of common pleas or the court in which such action or suit was brought to review the reasonableness of such determination.

	(5)(a) Unless at the time of a director’s act or omission that is the subject of an action, suit, or proceeding referred to in division (E)(1) or (2) of this section, the articles or the regulations of a corporation state, by specific reference to this division, that the provisions of this division do not apply to the corporation and unless the only liability asserted against a director in an action, suit, or proceeding referred to in division (E)(1) or (2) of this section is pursuant to section 1701.95 of the Revised Code, expenses, including attorney’s fees, incurred by a director in defending this action, suit, or proceeding shall be paid by the corporation as they are incurred, in advance of the final disposition of the action, suit, or proceeding, upon receipt of an undertaking by or on behalf of the director in which he agrees to do both of the following:


	(i) Repay such amount if it is proved by clear and convincing evidence in a court of competent jurisdiction that his action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the corporation or undertaken with reckless disregard for the best interests of the corporation;

	(ii) Reasonably cooperate with the corporation concerning the action, suit, or proceeding.


	(b) Expenses, including attorney’s fees, incurred by a director, trustee, officer, employee, member, manager, or agent in defending any action, suit, or proceeding referred to in division (E)(1) or (2) of this section, may be paid by the corporation as they are incurred, in advance of the final disposition of the action, suit, or proceeding, as authorized by the directors in the specific case, upon receipt of an undertaking by or on behalf of the director, trustee, officer, employee, member, manager, or agent to repay such amount, if it ultimately is determined that he is not entitled to be indemnified by the corporation.

	(6) The indemnification authorized by this section shall not be the exclusive of, and shall be in addition to, any other rights granted to those seeking indemnification under the articles, the regulations, any agreement, a vote of shareholders or disinterested directors, or otherwise, both as to action in their official capacities and as to action in another capacity while holding their offices or positions, and shall continue as to a person who ceased to be a director, trustee, officer, employee, member, manager, or agent and shall inure to the benefit of their heirs, executors, and administrators of such a person.


	(7) A corporation may purchase and maintain insurance or furnish similar protection, including, but not limited to, trust funds, letters of credit, or self-insurance, on behalf of or for any person who is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee, member, manager, or agent of another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under this section. Insurance may be purchased from or maintained with a person in which the corporation has a financial interest.

	(8) The authority of a corporation to indemnify persons pursuant to division (E)(1) or (2) of this section does not limit the payment of expenses as they are incurred, indemnification, insurance, or other protection that may be provided pursuant to divisions (E)(5), (6), and (7) of this section. Divisions (E)(1) and (2) of this section do not create any obligation to repay or return payments made by the corporation pursuant to division (E)(5), (6), or (7).

	(9) As used in division (E) of this section, “corporation” includes all constituent entities in a consolidation or merger and the new or surviving corporation, so that any person who is or was a director, officer, employee, trustee, member, manager, or agent of such a constituent entity, or is or was serving at the request of such constituent entity as a director, trustee, officer, employee, member, manager, or agent of another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, or other enterprise, shall stand in the same position under this section with respect to the new or surviving corporation as he would if he had served the new or surviving corporation in the same capacity.”

Registrant maintains and pays the premiums on contracts insuring registrant (with certain exclusions) against any liability to directors and officers it may incur under the above provisions for indemnification and insuring each director and officer of registrant (with certain exclusions) against liability and expense, including legal fees, which he or she may incur by reason of his or her relationship to registrant, even if registrant does not have the obligation or right to indemnify such director or officer against such liability or expense.

Reference is made to Section 7 of each of the forms of Underwriting Agreements, filed as Exhibits 1.1 and 1.2 to this Registration Statement, for the registrant’s and the underwriters’ respective agreements to indemnify each other against certain civil liabilities, including liabilities under the Securities Act, and to provide contribution in circumstances where indemnification is available.


*	To be filed either by amendment to this registration statement or as an exhibit to a report filed under the Securities Exchange Act of 1934, as amended, and incorporated herein by reference in connection with a specific offering.


	(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:


	(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

	(ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of Prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the change in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table set forth in the effective registration statement; and

	(iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement, including (but not limited to) any addition or deletion of a managing underwriter;


	provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if the Registration Statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement.

	(2) That, for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

	(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

B. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this

Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

C. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.


	(1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as a part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this Registration Statement as of the time it was declared effective.

	(2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Akron, State of Ohio, on the 19th day of June, 2002.


	By:	/s/ STEPHANIE W. BERGERON



	Stephanie W. Bergeron,
	Senior Vice President and Treasurer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Pursuant to the requirements of the Securities Act of 1933, Goodyear Capital Trust I, Goodyear Capital Trust II and Goodyear Capital Trust III certify that they have reasonable grounds to believe that they meet all of the requirements for filing on From S-3 and have duly caused this registration statement to be signed on their behalf by the undersigned thereunto duly authorized, in Akron, Ohio, on this 19th day of June, 2002.


	By:	/s/ STEPHANIE W. BERGERON



	Stephanie W. Bergeron,
	Senior Vice President and Treasurer

	GOODYEAR CAPITAL TRUST II

	By: The Goodyear Tire & Rubber Company, Sponsor


	By:	/s/ STEPHANIE W. BERGERON



	Stephanie W. Bergeron,
	Senior Vice President and Treasurer

	GOODYEAR CAPITAL TRUST III

	By: The Goodyear Tire & Rubber Company, Sponsor


	By:	/s/ STEPHANIE W. BERGERON



	Stephanie W. Bergeron,
	Senior Vice President and Treasurer


*	To be filed either by amendment to this Registration Statement or as an exhibit to a report filed under the Securities Exchange Act of 1934, as amended, and incorporated herein by reference in connection with a specific offering.

EX-1.1 3 l93286aexv1w1.txt EX-1.1 UNDERWRITING AGREEMENT FOR DEBT SECURITIES EXHIBIT 1.1 THE GOODYEAR TIRE & RUBBER COMPANY DEBT SECURITIES Underwriting Agreement ---------------------- New York, New York [date] To the Representative(s) named in Schedule I hereto of the Underwriters named in Schedule II hereto Dear Ladies and Gentlemen: The Goodyear Tire & Rubber Company, an Ohio corporation (the "Company"), proposes to sell to the underwriters named in Schedule II hereto (the "Underwriters"), for whom you (the "Representatives") are acting as representatives, the principal amount of its securities identified in Schedule I hereto (the "Securities"). The Securities will be issued under an indenture (the "Indenture") dated as of [June [1] [15],2002, between the Company and JPMorgan Chase Bank, as trustee (the "Trustee"). If the firm or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms "Underwriters" and "Representatives", as used herein, shall each be deemed to refer to such firm or firms. 1. REPRESENTATIONS AND WARRANTIES. The Company represents and warrants to, and agrees with, each Underwriter as set forth below in this Section 1. Certain terms used in this Section 1 are defined in paragraph (c) hereof. (a) If the offering of the Securities is a Delayed Offering (as specified in Schedule I hereto), paragraph (i) below is applicable and, if the offering of the Securities is a Non-Delayed Offering (as so specified), paragraph (ii) below is applicable. (i) The Company meets the requirements for the use of Form S-3 under the Securities Act of 2 1933 (the "Act") and has filed with the Securities and Exchange Commission (the "Commission") a registration statement (the file number of which is set forth in Schedule I hereto) on such Form, including a basic prospectus, for registration under the Act of the offering and sale of the Securities. The Company may have filed one or more amendments thereto, and may have used a Preliminary Final Prospectus, each of which has previously been furnished to you. Such registration statement, as so amended, has become effective. The offering of the Securities is a Delayed Offering and, although the Basic Prospectus may not include all the information with respect to the Securities and the offering thereof required by the Act and the rules thereunder to be included in the Final Prospectus, the Basic Prospectus includes all such information required by the Act and the rules thereunder to be included therein as of the Effective Date. The Company will next file with the Commission pursuant to Rules 415 and 424(b)(2) or (5) a final supplement to the form of prospectus included in such registration statement relating to the Securities and the offering thereof. As filed, such final prospectus supplement shall include or incorporate by reference to other documents all required information with respect to the Securities and the offering thereof and, except to the extent the Representatives shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond that contained in the Basic Prospectus and any Preliminary Final Prospectus) as the Company has advised you, prior to the Execution Time, will be included or made therein. (ii) The Company meets the requirements for the use of Form S-3 under the Act and has filed with the Commission a registration statement (the file number of which is set forth in Schedule I hereto) on such Form, including a basic prospectus, for registration under the Act of the offering and sale of the Securities. The Company may have filed one or more amendments thereto, including a Preliminary Final Prospectus, each of which has previously been furnished to you. The Company will 3 next file with the Commission either (x) a final prospectus supplement relating to the Securities in accordance with Rules 430A and 424(b)(1) or (4), or (y) prior to the effectiveness of such registration statement, an amendment to such registration statement, including the form of final prospectus supplement. In the case of clause (x), the Company has included in such registration statement, as amended at the Effective Date, all information (other than Rule 430A Information) required by the Act and the rules thereunder to be included in the Final Prospectus with respect to the Securities and the offering thereof. As filed, such final prospectus supplement or such amendment and form of final prospectus supplement shall contain all Rule 430A Information, together with all other such required information, with respect to the Securities and the offering thereof and, except to the extent the Representatives shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond that contained in the Basic Prospectus and any Preliminary Final Prospectus) as the Company has advised you, prior to the Execution Time, will be included or made therein. (b) On the Effective Date, the Registration Statement did or will, and when the Final Prospectus is first filed (if required) in accordance with Rule 424(b) and on the Closing Date, the Final Prospectus (and any supplement thereto) will, comply in all material respects with the applicable requirements of the Act, the Securities Exchange Act of 1934 (the "Exchange Act") and the Trust Indenture Act of 1939 (the "Trust Indenture Act") and the respective rules thereunder; on the Effective Date, the Registration Statement did not or will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the Effective Date and on the 4 Closing Date the Indenture did or will comply in all material respects with the requirements of the Trust Indenture Act and the rules thereunder; and, on the Effective Date, the Final Prospectus, if not filed pursuant to Rule 424(b), did not or will not, and on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Final Prospectus (together with any supplement thereto) will not, include any 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 the Company makes no representations or warranties as to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the Trustee or (ii) the information contained in or omitted from the Registration Statement or the Final Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion in the Registration Statement or the Final Prospectus (or any supplement thereto). (c) The terms which follow, when used in this Agreement, shall have the meanings indicated. The term "the Effective Date" shall mean each date that the Registration Statement and any post-effective amendment or amendments thereto became or become effective and each date after the date hereof on which a document incorporated by reference in the Registration Statement is filed. "Execution Time" shall mean the date and time that this Agreement is executed and delivered by the parties hereto. "Basic Prospectus" shall mean the prospectus referred to in paragraph (a) above contained in the Registration Statement at the Effective Date including, in the case of a Non-Delayed Offering, any Preliminary Final Prospectus. "Preliminary Final Prospectus" shall mean any preliminary prospectus supplement to the Basic Prospectus which describes the Securities and the offering thereof and is used prior to filing of the Final Prospectus. "Final Prospectus" shall mean the prospectus supplement relating to the Securities that is first filed pursuant to Rule 424(b) after the Execution Time, together with the Basic Prospectus or, if, in the case of a Non-Delayed Offering, no filing pursuant to Rule 424(b) is required, shall mean the form of final prospectus relating to the Securities, including the Basic Prospectus, included in the Registration Statement at the Effective Date. "Registration Statement" shall mean the registration statement referred to in paragraph (a) above, including incorporated documents, exhibits and financial statements, as amended at the Execution Time (or, if not effective at the Execution Time, in the form in which it shall become effective) and, in the event any post-effective amendment 5 thereto becomes effective prior to the Closing Date (as hereinafter defined), shall also mean such registration statement as so amended. Such term shall include any Rule 430A Information deemed to be included therein at the Effective Date as provided by Rule 430A. "Rule 415", "Rule 424", "Rule 430A" and "Regulation S-K" refer to such rules or regulation under the Act. "Rule 430A Information" means information with respect to the Securities and the offering thereof permitted to be omitted from the Registration Statement when it becomes effective pursuant to Rule 430A. Any reference herein to the Registration Statement, the Basic Prospectus, any Preliminary Final Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Exchange Act on or before the Effective Date of the Registration Statement or the issue date of the Basic Prospectus, any Preliminary Final Prospectus or the Final Prospectus, as the case may be; and any reference herein to the terms "amend", "amendment" or "supplement" with respect to the Registration Statement, the Basic Prospectus, any Preliminary Final Prospectus or the Final Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date of the Registration Statement or the issue date of the Basic Prospectus, any Preliminary Final Prospectus or the Final Prospectus, as the case may be, deemed to be incorporated therein by reference. A "Non-Delayed Offering" shall mean an offering of securities which is intended to commence promptly after the effective date of a registration statement, with the result that, pursuant to Rules 415 and 430A, all information (other than Rule 430A Information) with respect to the securities so offered must be included in such registration statement at the effective date thereof. A "Delayed Offering" shall mean an offering of securities pursuant to Rule 415 which does not commence promptly after the effective date of a registration statement, with the result that only information required pursuant to Rule 415 need be included in such registration statement at the effective date thereof with respect to the securities so offered. Whether the offering of the Securities is a Non-Delayed Offering or a Delayed Offering shall be set forth in Schedule I hereto. 2. PURCHASE AND SALE. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set 6 forth in Schedule I hereto the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities". If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; PROVIDED, HOWEVER, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth 7 in Schedule II hereto less the aggregate principal amount of Contract Securities. 3. DELIVERY AND PAYMENT. Delivery of and payment for the Underwriters' Securities shall be made on the date and at the time specified in Schedule I hereto (or such later date not later than five business days after such specified date as the Representatives shall designate), which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 8 hereof (such date and time of delivery and payment for the Underwriters' Securities being herein called the "Closing Date"). Payment for the Underwriters' Securities shall be made by certified or official bank check or checks payable to the order of the Company, or by wire transfer if so specified in Schedule I, in the funds and at the time and place set forth in Schedule I, upon delivery to the Representatives for the respective accounts of the several Underwriters of the Underwriters' Securities. Unless otherwise specified in Schedule I, the Underwriters' Securities 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 (the "DTC") or its designated custodian. The Company will deliver the Underwriters' Securities to the Representatives for the account of each Underwriter by causing DTC to credit the Underwriters' Securities to the account of the Representatives at DTC. The Company will cause the certificates representing the Underwriters' Securities to be made available to the Representatives for checking on the business day prior to the date of delivery at the office of DTC or its designated custodian. 4. AGREEMENTS. The Company agrees with the several Underwriters that: (a) The Company will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereto, to become effective. Prior to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, the Company will cause the Final Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the 8 Representatives of such timely filing. The Company will promptly advise the Representatives (i) when the Registration Statement, if not effective at the Execution Time, and any amendment thereto, shall have become effective, (ii) when the Final Prospectus, and any supplement thereto, shall have been filed with the Commission pursuant to Rule 424(b), (iii) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective, (iv) of any request by the Commission for any amendment of the Registration Statement or supplement to the Final Prospectus or for any additional information, (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose and (vi) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. The Company will use its reasonable efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof. (b) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company promptly will (i) prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 4, an amendment or supplement which will correct such statement or omission or effect such compliance and (ii) supply any supplemented Prospectus to you in such quantities as you may reasonably request. (c) As soon as practicable, the Company will make generally available to its security holders and to the Representatives an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act. (d) The Company will furnish to the Representatives and counsel for the Underwriters, without charge, copies of the Registration Statement (including exhibits thereto) 9 and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act, as many copies of any Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Representatives may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering. (e) The Company will arrange for the qualification of the Securities for sale under the laws of such jurisdictions as the Representatives may designate and with respect to which the Company does not reasonably object, will maintain such qualifications in effect so long as required for the distribution of the Securities and will arrange for the determination of the legality of the Securities for purchase by institutional investors. (f) Until the business date set forth on Schedule I hereto, the Company will not, without the consent of the Representatives, offer, sell or contract to sell, or otherwise dispose of, directly or indirectly, or announce the offering of, any debt securities issued or guaranteed by the Company (other than the Securities, commercial paper borrowings, borrowings (or commitments to lend) under credit facilities in existence on the date hereof, borrowings from banks that replace indebtedness then outstanding, or borrowings from banks used to finance working capital requirements which do not increase consolidated debt by more than 5%, in each case in the ordinary course of business). 5. CONDITIONS TO THE OBLIGATIONS OF THE UNDERWRITERS. The obligations of the Underwriters to purchase the Underwriters' Securities shall be subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution Time and the Closing Date, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions: (a) If the Registration Statement has not become effective prior to the Execution Time, unless the Representatives agree in writing to a later time, the Registration Statement will become effective not later than (i) 6:00 PM New York City time, on the date of determination of the public offering price, if such determination occurred at or prior to 3:00 PM New York City 10 time on such date or (ii) 12:00 Noon on the business day following the day on which the public offering price was determined, if such determination occurred after 3:00 PM New York City time on such date; if filing of the Final Prospectus, or any supplement thereto, is required pursuant to Rule 424(b), the Final Prospectus, and any such supplement, shall have been filed in the manner and within the time period required by Rule 424(b); and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) The Company shall have furnished to the Representatives the opinion of either C. Thomas Harvie, Esq., a Senior Vice President, the General Counsel and the Secretary of the Company or Gerry V. Wittkamper, Esq., an Assistant General Counsel of the Company, dated the Closing Date, to the effect that: (i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of Ohio, with full corporate power and authority to own its properties and conduct its business as described in the Final Prospectus, and is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction which requires such qualification wherein it owns or leases material properties or conducts material business; (ii) the Company's authorized equity capitalization is as set forth in the Final Prospectus; the Securities conform to the description thereof contained in the Final Prospectus; and, if the Securities are to be listed on any securities exchange, authorization therefor has been given, subject to official notice of issuance and evidence of satisfactory distribution, or the Company has filed a preliminary listing application and all required supporting documents with respect to the Securities with such securities exchange and such counsel has no reason to believe that the Securities will not be authorized for listing, subject to official notice of issuance and evidence of satisfactory distribution; (iii) the Indenture has been duly authorized, executed and delivered, has been duly qualified under the Trust Indenture Act, and constitutes a legal, 11 valid and binding instrument enforceable against the Company in accordance with its terms, subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance and other laws now or hereinafter in effect relating to, affecting or limiting creditors' rights generally, and subject to general principles of equity (whether considered in a proceeding at law or in equity) and to the discretion of the court before which any proceeding may be brought; and the Securities have been duly authorized and, when executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters pursuant to this Agreement, in the case of the Underwriters' Securities, or by the purchasers thereof pursuant to Delayed Delivery Contracts, in the case of any Contract Securities, will constitute legal, valid and binding obligations of the Company entitled to the benefits of the Indenture, subject to general principles of equity (whether considered in a proceeding at law or in equity) and to the discretion of the court before which any proceeding may be brought; (iv) to the best knowledge of such counsel, there is no pending or threatened action, suit or proceeding before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries, of a character required to be disclosed in the Registration Statement which is not disclosed in the Registration Statement, and, to the knowledge of such counsel, there is no franchise, contract or other document of a character required to be described in the Registration Statement or Final Prospectus, or to be filed as an exhibit, which is not described or filed as required; and, to the knowledge of such counsel, the descriptions of the legal proceedings and material contracts included in the Final Prospectus are accurate in all material respects; (v) the Registration Statement has become effective under the Act; any required filing of the Basic Prospectus, any Preliminary Final Prospectus and the Final Prospectus, and any supplements thereto, pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); to the best knowledge of such counsel, no stop order suspending the effectiveness of the 12 Registration Statement has been issued, no proceedings for that purpose have been instituted or threatened, and the Registration Statement and the Final Prospectus (other than the financial statements and other financial and statistical information contained therein as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act, the Exchange Act and the Trust Indenture Act and the respective rules thereunder; and such counsel has no reason to believe that at the Effective Date the Registration Statement contained any untrue statement of a material fact or omitted to state 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 or that the Final Prospectus includes any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (vi) this Agreement and any Delayed Delivery Contracts have been duly authorized, executed and delivered by the Company; (vii) no consent, approval, authorization or order of any court or governmental agency or body is required to be obtained by the Company for the consummation by the Company of the transactions contemplated herein or in any Delayed Delivery Contracts, except (i) such as have been obtained under the Act, (ii) such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities by the Underwriters, and (iii) such other approvals (as may be specified in such opinion) as have been obtained; (viii) neither the execution and delivery of the Indenture, the issue and sale of the Securities, nor the consummation of any other of the transactions herein contemplated nor the fulfillment of the terms hereof or of any Delayed Delivery Contracts will conflict with, result in a breach or violation of, or constitute a default under any law or the charter or by-laws of the Company or the terms of any indenture or other agreement or instrument known to such counsel and to which the Company or any of its 13 subsidiaries is a party or bound or any judgment, order or decree known to such counsel to be applicable to the Company or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Company or any of its subsidiaries; and (ix) no holders of securities of the Company have rights to the registration of such securities under the Registration Statement. The foregoing opinion may be subject to certain assumptions, qualifications and exceptions reasonably satisfactory to the Representatives, and in rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of Ohio or the United States, to the extent deemed proper and specified in such opinion, upon the opinion of other counsel of good standing believed to be reliable and who are satisfactory to counsel for the Underwriters (or, on the assumption that, although contrary to the intent of the parties, the laws of the State of Ohio are to govern) and (B) as to matters of fact, to the extent deemed proper, on certificates of responsible officers of the Company and public officials. References to the Final Prospectus in this paragraph (b) include any supplements thereto at the Closing Date. (c) The Representatives shall have received from Cravath, Swaine & Moore, counsel for the Underwriters, such opinion or opinions, dated the Closing Date, with respect to the issuance and sale of the Securities, the Indenture, any Delayed Delivery Contracts, the Registration Statement, the Final Prospectus (together with any supplement thereto) and other related matters as the Representatives may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (d) The Company shall have furnished to the Representatives a certificate of the Company, signed by the Chairman of the Board or any executive vice president or senior vice president and the principal financial or accounting officer of the Company, dated the Closing Date, to the effect that the signers of such certificate have carefully examined the Registration Statement, the Final Prospectus, any supplement to the Final Prospectus and this Agreement and that: 14 (i) the representations and warranties of the Company in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (ii) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or, to the Company's knowledge, threatened; and (iii) since the date of the most recent financial statements included in the Final Prospectus (exclusive of any supplement thereto), there has been no material adverse change in the condition (financial or other), earnings, business or properties of the Company and its subsidiaries, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Final Prospectus (exclusive of any supplement thereto). (e) At the Closing Date, PricewaterhouseCoopers LLP shall have furnished to the Representatives a letter or letters (which may refer to letters previously delivered to one or more of the Representatives), dated as of the Closing Date, in form and substance satisfactory to the Representatives, confirming that they are independent accountants with respect to The Goodyear Tire & Rubber Company within the meaning of the Act and the Exchange Act and the respective applicable published rules and regulations thereunder and that they have performed a review of the unaudited interim financial information in accordance with Statement of Auditing Standards No. 71 and stating in effect that: (i) in their opinion the audited financial statements and financial statement schedules and pro forma financial statements included or incorporated in the Registration Statement and the Final Prospectus and reported on by them comply as to form in all material respects with the applicable accounting requirements of the Act and the Exchange Act and the related published rules and regulations; 15 (ii) on the basis of a reading of the latest unaudited financial statements made available by the Company and its subsidiaries; their limited review in accordance with standards established by the American Institute of Certified Public Accountants under Statement of Auditing Standards No. 71 of any unaudited interim financial information as indicated in their reports, if any, included or incorporated in the Registration Statement and the Final Prospectus; carrying out certain specified procedures (but not an examination in accordance with generally accepted auditing standards) which would not necessarily reveal matters of significance with respect to the comments set forth in such letter; a reading of the minutes of the meetings of the shareholders, directors and any committees of the Company and its subsidiaries the Representatives may reasonably request; and inquiries of certain officials of the Company and its subsidiaries who have responsibility for financial and accounting matters of the Company and its subsidiaries as to transactions and events subsequent to the date of the most recent audited financial statements included or incorporated in the Final Prospectus, nothing came to their attention which caused them to believe that: (1) any unaudited financial statements included or incorporated in the Registration Statement and the Final Prospectus do not comply as to form in all material respects with applicable accounting requirements of the Act and with the published rules and regulations of the Commission with respect to financial statements included or incorporated in quarterly reports on Form 10-Q under the Exchange Act; and said unaudited financial statements require modifications that should be made for such statements to be in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the audited financial statements included or incorporated in the Registration Statement and the Final Prospectus; (2) with respect to the period subsequent to the date of the most recent financial statements (other than any capsule information), audited or unaudited, included or incorporated in the Registration Statement and the Final 16 Prospectus, there were any changes, at a specified date not more than five business days prior to the date of the letter, in the long term debt and capital leases of the Company and its subsidiaries or capital stock or capital surplus of the Company or decreases in the shareholders' equity of the Company or decreases in working capital of the Company and its subsidiaries as compared with the amounts shown on the most recent consolidated balance sheet included or incorporated in the Registration Statement and the Final Prospectus, or for the period from the date of the most recent financial statements included or incorporated in the Registration Statement and the Final Prospectus to such specified date there were any decreases, as compared with the corresponding period in the preceding year or the preceding quarter in net sales or income before income taxes or in total or per share amounts of net income of the Company and its subsidiaries, except in all instances for changes or decreases set forth in such letter, in which case the letter shall be accompanied by an explanation by the Company as to the significance thereof unless said explanation is not deemed necessary by the Representatives; (3) the amounts included in any unaudited "capsule" information included or incorporated in the Registration Statement and the Final Prospectus do not agree with the amounts set forth in the unaudited financial statements for the same periods or were not determined on a basis substantially consistent with that of the corresponding amounts in the audited financial statements included or incorporated in the Registration Statement and the Final Prospectus; or (4) the information included in the Registration Statement and Final Prospectus in response to Regulation S-K, Item 301 (Selected Financial Data), Item 302 (Supplementary Financial Information), Item 402 (Executive Compensation), and Item 503 (Ratio of Earnings to Fixed Charges) is not in conformity with the applicable disclosure requirements of Regulation S-K; 17 (iii) they have performed certain other specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature (which is limited to accounting, financial or statistical information derived from the general accounting records of the Company and its subsidiaries) set forth in the Registration Statement and the Final Prospectus and in Exhibit 12 to the Registration Statement, including the information included or incorporated in Items 1, 6 and 7 of the Company's Annual Report on Form 10-K, incorporated in the Registration Statement and the Prospectus, and the information included in the "Management's Discussion and Analysis of Financial Condition and Results of Operations" included or incorporated in the Company's Quarterly Reports on Form 10-Q, incorporated in the Registration Statement and the Final Prospectus, agrees with the accounting records of the Company and its subsidiaries, excluding any questions of legal interpretation; and (iv) if unaudited pro forma financial statements are included or incorporated in the Registration Statement and the Final Prospectus, on the basis of a reading of the unaudited pro forma financial statements, carrying out certain specified procedures, inquiries of certain officials of the Company and the acquired company who have responsibility for financial and accounting matters, and proving the arithmetic accuracy of the application of the pro forma adjustments to the historical amounts in the pro forma financial statements, nothing came to their attention which caused them to believe that the pro forma financial statements do not comply in form in all material respects with the applicable accounting requirements of Rule 11-02 of Regulation S-X or that the pro forma adjustments have not been properly applied to the historical amounts in the compilation of such statements. References to the Final Prospectus in this paragraph (e) include any supplement thereto at the date of the letter. In addition, except as provided in Schedule I hereto, at the Execution Time, PricewaterhouseCoopers LLP shall have furnished to the Representatives a letter or letters, dated as 18 of the Execution Time, in form and substance satisfactory to the Representatives, to the effect set forth above. (f) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof) and the Final Prospectus (exclusive of any supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (e) of this Section 5 or (ii) any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), results of operations, business or properties of the Company and its subsidiaries the effect of which, in any case referred to in clause (i) or (ii) above, is, in the judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated by the Registration Statement (exclusive of any amendment thereof) and the Final Prospectus (exclusive of any supplement thereto). (g) Subsequent to the Execution Time, there shall not have been any decrease in the rating of any of the Company's debt securities by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (h) Prior to the Closing Date, the Company shall have furnished to the Representatives such further information, certificates and documents as the Representatives may reasonably request and as may be obtained at a reasonable cost to the Company. (i) The Company shall have accepted Delayed Delivery Contracts in any case where sales of Contract Securities arranged by the Underwriters have been approved by the Company. If any of the conditions specified in this Section 5 shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to the Representatives and counsel for the Underwriters, this Agreement and all obligations of the 19 Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date by the Representatives. Notice of such cancellation shall be given to the Company in writing or by telephone or telegraph confirmed in writing. The documents required to be delivered by this Section 5 shall be delivered at the office of Cravath, Swaine & Moore, counsel for the Underwriters, at Worldwide Plaza, 825 Eighth Avenue, New York, New York, on the Closing Date. 6. REIMBURSEMENT OF UNDERWRITERS' EXPENSES. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 hereof is not satisfied, because of any termination pursuant to Section 9 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally upon demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities. 7. INDEMNIFICATION AND CONTRIBUTION. (a) The Company agrees to indemnify and hold harmless each Underwriter, the directors, officers, employees and agents of each Underwriter and each person who controls any Underwriter within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained or incorporated by reference to other documents in the registration statement for the registration of the Securities as originally filed or in any amendment thereof, or in the Basic Prospectus, any Preliminary Final Prospectus or the Final Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; PROVIDED, HOWEVER, that the Company will not be liable in any such case to the extent that any such 20 loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion therein. This indemnity agreement will be in addition to any liability which the Company may otherwise have. (b) Each Underwriter severally agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signs the Registration Statement, and each person who controls the Company within the meaning of either the Act or the Exchange Act, to the same extent as the foregoing indemnity from the Company to each Underwriter, but only with reference to written information relating to such Underwriter furnished to the Company by or on behalf of such Underwriter through the Representatives specifically for inclusion in the documents referred to in the foregoing indemnity. This indemnity agreement will be in addition to any liability which any Underwriter may otherwise have. The Company acknowledges that the statements set forth in (i) the last paragraph of the cover page of the Final Prospectus, (ii) the [ ] paragraph and the [ ] sentence of the [ ] paragraph under the heading "Underwriting" in the Final Prospectus, and (iii) the [ ] paragraph under the heading "Plan of Distribution" in any Preliminary Final Prospectus or the Final Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in the documents referred to in the foregoing indemnity, and you, as the Representatives, confirm that such statements are correct. (c) Promptly after receipt by an indemnified party under this Section 7 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 7, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party's choice at the indemnifying party's expense to represent the indemnified 21 party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); PROVIDED, HOWEVER, that such counsel shall be satisfactory to the indemnified party. Notwithstanding the indemnifying party's election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. (d) In the event that the indemnity provided in paragraph (a) or (b) of this Section 7 is unavailable to or insufficient to hold harmless an indemnified party for any reason, the Company and the Underwriters agree to contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending same) (collectively "Losses") to which the Company and one or more of the Underwriters may be subject in such proportion as is appropriate to reflect the relative benefits received by the Company and by the Underwriters from the offering of the Securities. If the allocation provided by the immediately preceding sentence is unavailable for any reason, the Company and the Underwriters shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company and of the Underwriters in connection with the statements or omissions which resulted in such Losses as well as any other relevant equitable considerations. Benefits received by the Company shall be deemed to be equal to the total net proceeds from the offering (before deducting expenses), and benefits received by the Underwriters shall be deemed to be equal to the total underwriting discounts and commissions, in each case as set forth on the cover page of the Final 22 Prospectus. 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 provided by the Company or the Underwriters, and the parties' relative knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution were determined by pro rata allocation or any other method of allocation which does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this paragraph (d), 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 such fraudulent misrepresentation. Notwithstanding anything herein to the contrary, in no case shall any Underwriter (except as may be provided in any agreement among underwriters relating to the offering of the Securities) be responsible for any amount in excess of the underwriting discount or commission applicable to the Securities purchased by such Underwriter hereunder. For purposes of this Section 7, each person who controls an Underwriter within the meaning of either the Act or the Exchange Act and each director, officer, employee and agent of an Underwriter shall have the same rights to contribution as such Underwriter, and each person who controls the Company within the meaning of either the Act or the Exchange Act, each officer of the Company who shall have signed the Registration Statement and each director of the Company shall have the same rights to contribution as the Company, subject in each case to the applicable terms and conditions of this paragraph (d). The Underwriters' obligations to contribute as provided in this paragraph (d) are several in proportion to their respective underwriting obligations and not joint. 8. DEFAULT BY AN UNDERWRITER. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; PROVIDED, HOWEVER, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% 23 of the aggregate amount of Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 8, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder. 9. TERMINATION. This Agreement shall be subject to termination in the absolute discretion of the Representatives, by notice given to the Company prior to delivery of and payment for the Securities, if prior to such time (i) trading in the Company's Common Stock shall have been suspended by the Commission or the New York Stock Exchange, The Chicago Stock Exchange, Incorporated or The Pacific Exchange, Incorporated or trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the National Association of Securities Dealers Automated Quotation National Market System shall have been suspended or limited or minimum prices shall have been established on either of such Exchanges or Market System, (ii) a banking moratorium shall have been declared either by Federal or New York State authorities or (iii) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or war or other calamity or crisis or change in general economic, political or financial conditions the effect of which on financial markets is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to proceed with the offering or delivery of the Securities as contemplated by the Final Prospectus (exclusive of any supplement thereto). 24 10. REPRESENTATIONS AND INDEMNITIES TO SURVIVE. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or the Company or any of the officers, directors or controlling persons referred to in Section 7 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 6 and 7 hereof shall survive the termination or cancellation of this Agreement. 11. NOTICES. All communications hereunder will be in writing and effective only on receipt, and, if sent to the Representatives, will be mailed, delivered or telegraphed and confirmed to them, at the address specified in Schedule I hereto; or, if sent to the Company, will be mailed, delivered or telegraphed and confirmed to it at 1144 East Market Street, Akron, Ohio 44316-0001, facsimile number 330-796-8836, attention of the Senior Vice President, General Counsel and Secretary. 12. SUCCESSORS. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and controlling persons referred to in Section 7 hereof, and no other person will have any right or obligation hereunder. 13. APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 14. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. 15. HEADINGS. The headings herein are inserted for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement. 25 If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, THE GOODYEAR TIRE & RUBBER COMPANY Attest: By: ______________________ ---------------------------------- Name: Name: Title: Title: 26 The foregoing Agreement is hereby confirmed and accepted as of the date specified in Schedule I hereto. [ ] By: [ ] By: Name: Title: For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. 27 SCHEDULE I Underwriting Agreement dated: Registration Statement No.: Representatives: Title: Principal Amount: Interest Rate: Interest Payment Dates: Maturity: Purchase price (include accrued interest or amotization, if any): Offering Price: Sinking Fund Provisions Redemption Provisions: Other Provisions: Closing Date, Time and Location: Type of Offering: Delayed Delivery Arrangements: None Fee: Not applicable Minimum principal amount of each contract: Not applicable 28 Maximum aggregate principal amount of all contracts: Not applicable Dated referred to in Section 4(f) after which the Company may offer or sell debt securities issued or guaranteed by the Company without the consent of the Representative(s): Modification of items to be covered by the letter from PricewaterhouseCoopers LLP delivered pursuant to Section 5(e) at the Execution time: 29 SCHEDULE II Underwriters Principal Amount of Securities to be Purchased =========================== Total . . . . . . . . . $ ========================== 30 SCHEDULE III Delayed Delivery Contract _____________, 20__ [Insert name and address of lead representative] Dear Ladies and Gentlemen: The undersigned hereby agrees to purchase from The Goodyear Tire & Rubber Company (the "Company"), and the Company agrees to sell to the undersigned, on __________, 20__, (the "Delivery Date"), [____________ Warrants, for the purchase of an aggregate of] $_________ principal amount of the Company's _______________ (the "Securities") offered by the Company's Prospectus dated _____________, 20__, and related Prospectus Supplement dated _____________, 20__, receipt of a copy of which is hereby acknowledged, at a purchase price of ______% of the principal amount thereof, plus [accrued interest] [amortization of original issue discount], if any, thereon from __________, 20__, to the date of payment and delivery, and on the further terms and conditions set forth in this contract. Payment for the Securities to be purchased by the undersigned shall be made on or before 11:00 AM, New York City time, on the Delivery Date to or upon the order of the Company in New York Clearing House (next day) funds, at your office or at such other place as shall be agreed between the Company and the undersigned, upon delivery to the undersigned of the Securities in definitive fully registered form and in such authorized denominations and registered in such names as the undersigned may request by written or telegraphic communication addressed to the Company not less than five full business days prior to the Delivery Date. If no request is received, the Securities will be registered in the name of the undersigned and issued in a denomination equal to the aggregate principal amount of Securities to be purchased by the undersigned on the Delivery Date. The obligation of the undersigned to take delivery of and make payment for Securities on the Delivery Date, and the obligation of the Company to sell and deliver Securities on the Delivery Date, shall be subject to the conditions (and neither party shall incur any liability by reason of the failure thereof) that (1) the purchase of Securities to be made by the 31 undersigned, which purchase the undersigned represents is not prohibited on the date hereof, shall not on the delivery date be prohibited under the laws of the jurisdiction to which the undersigned is subject, and (2) the Company, on or before the Delivery Date, shall have sold to certain underwriters (the "Underwriters") such principal amount of the Securities as is to be sold to them pursuant to the Underwriting Agreement referred to in the Prospectus and Prospectus Supplement mentioned above. Promptly after completion of such sale to the Underwriters, the Company will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by a copy of the opinion of counsel for the Company delivered to the Underwriters in connection therewith. The obligation of the undersigned to take delivery of and make payment for the Securities, and the obligation of the Company to cause the Securities to be sold and delivered, shall not be affected by the failure of any purchaser to take delivery of and make payment for the Securities pursuant to other contracts similar to this contract. This contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other. It is understood that acceptance of this contract and other similar contracts is in the Company's sole discretion and, without limiting the foregoing, need not be on a first come, first served basis. If this contract is acceptable to the Company, it is required that the Company sign the form of acceptance below and mail or deliver one of the counterparts hereof to the undersigned at its address set forth below. This will become a binding contract between the Company and the undersigned, as of the date first above written, when such counterpart is so mailed or delivered. 32 This agreement shall be governed by and construed in accordance with the laws of the State of New York. Very truly yours, ------------------------------------ (Name of Purchaser) By ------------------------------------ (Signature and Title of Officer) ------------------------------------ (Address) Accepted: The Goodyear Tire & Rubber Company By - ------------------------------ (Authorized Signature) EX-1.2 4 l93286aexv1w2.txt EX-1.2 FORM OF UNDERWRITING AGREEMENT COMMON STOCK EXHIBIT 1.2 FORM OF UNDERWRITING AGREEMENT FOR COMMON STOCK The Goodyear Tire & Rubber Company _____Shares of Common Stock Underwriting Agreement ________________________, 200__ - ---------------------- - ---------------------- - ---------------------- - ---------------------- - ---------------------- - ---------------------- Ladies and Gentlemen: The Goodyear Tire & Rubber Company, an Ohio corporation (the "Company"), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the "Underwriters"), for whom you are acting as representative (the "Representative"), an aggregate of _______ shares of Common Stock, without par value, of the Company (the "Underwritten Shares") and, at the option of the Underwriters, up to an additional ________ shares of Common Stock of the Company (the "Option Shares"). The Underwritten Shares and the Option Shares are herein referred to as the "Shares". The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are herein referred to as the "Stock". The Stock, including the Shares, will have attached thereto rights (the "Rights") to purchase one one-hundredth of a share of Series B Preferred Stock at a purchase price of $250.00, subject to adjustment. The Rights are to be issued pursuant to an Amended and Restated Rights Agreement (the "Rights Agreement") dated as of April 15, 2002 between the Company and EquiServe Trust Company, N.A. The Company hereby confirms its agreement with the several Underwriters concerning the purchase and sale of the Shares, as follows: 1. REGISTRATION STATEMENT. The Company has prepared and filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Securities Act"), a registration statement (File No. ______________) including a prospectus, relating to the Shares and Rights. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A under the Securities Act to be part of the registration statement at the time of its effectiveness ("Rule 430 Information"), is referred to herein as the "Registration Statement"; and as used herein, the term "Preliminary Prospectus" means each prospectus included in such registration statement (and any amendments thereto) before it became effective, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430A Information, and the term "Prospectus" means the prospectus in the form first used to confirm sales of the Shares. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the "Rule 462 Registration Statement"), then any reference herein to the term "Registration Statement" shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to "amend", "amendment" or "supplement" with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Exchange Act") that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. 2. PURCHASE OF THE SHARES BY THE UNDERWRITERS. (a) The Company agrees to issue and sell the Shares to the several Underwriters as provided in this Agreement, and each Underwriter agrees, severally and not jointly, to purchase from the Company the respective number of Underwritten Shares set forth opposite such Underwriter's name in Schedule 1 hereto at a price per share of $__________ (the "Purchase Price"). In addition, the Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters shall have the option to purchase, severally and not jointly, from the Company the Option Shares at the Purchase Price. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 8 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative in its sole discretion shall make. The Underwriters may exercise the option to purchase the Option Shares at any time (but not more than once) on or before the thirtieth day following the date of this Agreement, by written notice from the Representative to the Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the 2 Option Shares are to be delivered and paid for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 8 hereof). Any such notice shall be given at least two Business Days prior to the date and time of delivery specified therein. (b) The Company understands that the Underwriters intend to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative in the case of the Underwritten Shares, at the offices of _______________at 10:00 A.M. New York City time on _____ , 200_, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Company may agree upon in writing or, in the case of the Option Shares, on the date and at the time and place specified by the Representative in the written notice of the Underwriters' election to purchase such Option Shares. The time and date of such payment for the Underwritten Shares is referred to herein as the "Closing Date" and the time and date for such payment for the Option Shares, if other than the Closing Date, are herein referred to as the "Additional Closing Date". Delivery to the Representative for the respective accounts of the several Underwriters of the Shares to be purchased on such date in definitive form registered in such names and in such denominations as the Representative shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, shall be made against payment for the Shares to be purchased, on the Closing Date or the Additional Closing Date, as the case may be. The certificates for the Shares will be made available for inspection and packaging by the Representative at the office of _________________ set forth above not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date or the Additional Closing Date, as the case may be. 3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents and warrants to each Underwriter that: (a) Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus, at the time of filing thereof, complied in all material respects with the Securities Act and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use in any Preliminary Prospectus. 3 (b) Registration Statement and Prospectus. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and, to the best knowledge of the Company, no proceeding for that purpose has been initiated or threatened by the Commission; as of the applicable effective date of the Registration Statement and any amendment thereto, the Registration Statement complied in all material respects with the Securities Act, and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the applicable filing date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto. (c) Incorporated Documents. The documents incorporated by reference in the Prospectus, when they become effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended, and the rules and regulation of the Commission thereunder (collectively, the "Exchange Act"), as applicable, and none of such documents contained any untrue statement of a material fact or omitted to state a 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. (d) No Material Adverse Change. Since the date of the most recent financial statements of the Company included or incorporated by reference in the Registration Statement and the Prospectus, (i) there has not been any change in the capital stock or 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, management, financial position, stockholders' equity or results of operations of the Company and its subsidiaries taken as a whole; and (ii) neither the Company nor any of its subsidiaries has sustained any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority, except in each case as otherwise disclosed in the Registration Statement and the Prospectus. (e) Organization and Good Standing. Each Company and the subsidiaries listed on Schedule A hereto (each an "Enumerated Subsidiary" and collectively, the "Enumerated Subsidiaries") have been duly organized and are validly existing and in good standing under the laws of their respective jurisdictions of organization, are duly qualified to do business and are in good standing in each jurisdiction in which their respective ownership or lease of property or the conduct of their respective businesses requires such qualification, and have all power and authority necessary to own or 4 hold their respective properties and to conduct the businesses in which they are engaged, except where the failure to be so qualified or have such power or authority would not, individually or in the aggregate, have a material adverse effect on the business, management, financial position, stockholders' equity or results of operations of the Company and its subsidiaries taken as a whole (a "Material Adverse Effect"). (f) Capitalization. The Company has an authorized capitalization as set forth in the Prospectus under the heading "Capitalization"; all the outstanding shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable and are not subject to any pre-emptive rights. The capital stock of the Company conforms in all material respects to the description thereof contained in the Registration Statement and the Prospectus; and all the outstanding shares of capital stock or other equity interests of each Enumerated Subsidiary have been duly and validly authorized and issued, are fully paid and non-assessable (except, in the case of any foreign subsidiary, for directors' qualifying shares and except as otherwise described in the Prospectus) and 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. (g) The Shares. The Shares to be issued and sold by the Company hereunder have been duly authorized by the Company and, when issued and delivered and paid for as provided herein, will be duly and validly issued and will be fully paid and nonassessable and will conform to the descriptions thereof in the Prospectus; and the issuance of the Shares is not subject to any preemptive or similar rights. (h) No Conflicts. The execution, delivery and performance by the Company of this Agreement, the issuance and sale of the Shares and the consummation of the transactions contemplated by this Agreement 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, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is subject, (ii) result in any violation of the provisions of the Amended Articles of Incorporation or Code of Regulations of the Company or (iii) result in the violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, 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. (i) No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of this Agreement the issuance and sale of the Shares and the consummation of the transactions contemplated by this Agreement, except for the registration of the Shares under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required under applicable state securities laws in connection with the purchase and distribution of the Shares by the Underwriters. 5 (j) Legal Proceedings. Except as described in the Prospectus, there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or any of its subsidiaries is or may be a party or to which any property of the Company or any of its subsidiaries is or may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries, could reasonably be expected to have a Material Adverse Effect or materially and adversely affect the ability of the Company to perform its obligations under this Agreement; to the best knowledge of the Company, no such investigations, actions, suits or proceedings are threatened or contemplated by any governmental or regulatory authority or threatened by others. (k) Independent Accountants. PricewaterhouseCoopers LLP, who have certified certain financial statements of the Company and its subsidiaries are each independent public accountants with respect to the Company and its subsidiaries as required by the Securities Act. 4. FURTHER AGREEMENTS OF THE COMPANY. The Company covenants and agrees with each Underwriter that: (a) Filing. The Company will file the final Prospectus with the Commission within the time periods specified by Rule 424(b) and Rule 430A under the Securities Act and will file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Shares. (b) Delivery of Copies. The Company will deliver, without charge, (i) to the Representative, one signed copy of the Registration Statement as originally filed and each amendment thereto, in each case including all exhibits filed therewith; and (ii) to each Underwriter during the Prospectus Delivery Period, as many copies of the Prospectus as the Representative may reasonably request. As used herein, the term "Prospectus Delivery Period" means such period of time after the first date of the public offering of the Shares as in the opinion of counsel for the Underwriters a prospectus relating to the Shares is required by law to be delivered in connection with sales of the Shares by any Underwriter or dealer. (c) Amendments or Supplements. Before filing any amendment or supplement to the Registration Statement or the Prospectus, the Company will afford the Representative reasonable opportunity to comment on any such proposed amendment or supplement. (d) Notice to the Representative. The Company will advise the Representative promptly, (i) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information; (ii) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus or the Prospectus or the initiation or threatening of any proceeding for that purpose; (iii) of the receipt by the Company of any notice with respect to any suspension of the 6 qualification of the Shares for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and the Company will use its best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualification of the Shares and, if any such order is issued to use promptly its best efforts to obtain the withdrawal thereof. (e) Ongoing Compliance of the Prospectus. If during the Prospectus Delivery Period (i) any event shall occur or condition shall exist as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Prospectus to comply with law, the Company will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Underwriters and to such dealers as the Representative may designate, such amendments or supplements to the Prospectus as may be necessary so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with law. (f) Blue Sky Compliance. The Company will qualify the Shares for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Representative shall reasonably request and will continue such qualifications in effect so long as required for distribution of the Shares; PROVIDED that the Company shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject. (g) Earning Statement. The Company will make generally available to its security holders and the Representative as soon as practicable an earning statement that satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 of the Commission promulgated thereunder. (h) Clear Market. For a period of [90] days after the date of the initial public offering of the Shares, the Company will not offer, sell, contract to sell, or otherwise dispose any shares of Stock without the prior written consent of the Representative, other than the Shares to be sold hereunder or pursuant to the Company's Dividend Reinvestment Plan or Stock Purchase Plan and any shares of Stock of the Company issues upon the exercise of options granted under existing employee stock option plans or upon the conversion of securities convertible into shares of stock outstanding on the date hereof. (i) Exchange Listing. The Company will use its best efforts to list, subject to notice of issuance, the Shares on the New York Stock Exchange (the "Exchange"). 7 (j) Reports. So long as the Shares are outstanding, the Company will furnish to the Representative, as soon as they are available, copies of all reports or other communications (financial or other) furnished to holders of the Shares, and copies of any reports and financial statements furnished to or filed with the Commission or any national securities exchange or automatic quotation system. 5. CONDITIONS OF UNDERWRITERS' OBLIGATIONS. The obligation of each Underwriter to purchase the Underwritten Shares on the Closing Date or the Option Shares on the Additional Closing Date, as the case may be, as provided herein is subject to the performance by the Company of its covenants and other obligations hereunder and to the following additional conditions: (a) Registration Compliance; No Stop Order. The Registration Statement (or if a post-effective amendment thereto is required to be filed under the Securities Act, such post-effective amendment) shall have become effective, and the Representative shall have received notice thereof, not later than 5:00 P.M., New York City time, on the date hereof; no order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose shall be pending before or threatened by the Commission; the Prospectus shall have been timely filed with the Commission under the Securities Act and in accordance with Section 4(a) hereof; and all requests by the Commission for additional information shall have been complied with to the reasonable satisfaction of the Representative. (b) No Downgrade. Subsequent to the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded any securities or preferred stock of or guaranteed by the Company or any of its subsidiaries by any "nationally recognized statistical rating organization", as such term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of any securities or preferred stock of or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading). (c) Contingencies. Subsequent to the execution of this Agreement, there shall not have occurred (i) any suspension or limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market; (ii) any banking moratorium declared by Federal or New York authorities; or (iii) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress or any other substantial national or international calamity or emergency if, in the judgment of a majority in interest of the Underwriters, including any Representatives, the effect of any such outbreak, escalation, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Shares. (d) No Material Adverse Change. Subsequent to the execution and delivery of this Agreement, no event or condition of a type described in Section 3(d) hereof shall have occurred 8 or shall exist, which event or condition is not described in the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representative makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement and the Prospectus. (e) Officer's Certificate. The Representative shall have received a certificate, dated the Closing Date or the Additional Closing Date, as the case may be, of the President or any Vice-President and a principal financial or accounting officer of the Company in which such officers, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Company in this Agreement are true and correct, that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date or the Additional Closing Date, as the case may be, that no stop order suspending the effectiveness of the Registration Statement or of any part thereof has been issued and no proceedings for that purpose have been instituted or are contemplated by the Commission and that, subsequent to the date of the most recent financial statements in the Prospectus, there has been no material adverse change in the financial position or results of operation of the Company and its subsidiaries except as set forth in or contemplated by the Prospectus or as described in such certificate. (f) Comfort Letters. On the date of this Agreement and on the Closing Date or the Additional Closing Date, as the case may be, PricewaterhouseCoopers LLP shall have furnished to the Representative, at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative, containing statements and information of the type customarily included in accountants' "comfort letters" to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in the Registration Statement and the Prospectus. (g) Opinion of Counsel for the Company. The Representative shall have received an opinion, dated the Closing Date or the Additional Closing Date, as the case may be, of C. Thomas Harvie, Senior Vice President and General Counsel of the Company, to the effect that: (i) The Registration Statement has become effective under the Act, the Prospectus was filed with the Commission pursuant to the subparagraph of Rule 424(b) specified in such opinion on the date specified therein, and, to the best of the knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement or of any part thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Act, and the Registration Statement and the Prospectus (other than the financial statements and notes thereto and supporting schedules and other financial and statistical information contained therein as to which such counsel need express no opinion) complied as to form in all material respects with the requirements of the Act and the Rules and Regulations; 9 (ii) The Company and the Enumerated Subsidiaries have been duly organized and are validly existing and in good standing under the laws of their respective jurisdictions of organization, are duly qualified to do business and are in good standing in each jurisdiction in which their respective ownership or lease of property or the conduct of their respective businesses requires such qualification, and have all power and authority necessary to own or hold their respective properties and to conduct the businesses in which they are engaged, except where the failure to be so qualified or have such power or authority would not, individually or in the aggregate, have a Material Adverse Effect. (iii) The Company has authorized capitalization as set forth in the Prospectus; the capital stock of the Company conforms in all material respects to the description thereof contained in the Registration Statement and the Prospectus. (iv) The Underwriting Agreement has been duly authorized, executed and delivered by the Company. (v) The Shares to be issued and sold by the Company hereunder have been duly authorized, and when delivered to and paid for by the Underwriters in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable and the issuance of the Shares is not subject to any preemptive or similar rights. (vi) The execution, delivery and performance by the Company of this Agreement, the issuance and sale of the Shares being delivered on the Closing Date or the Additional Closing Date, as the case may be, and compliance by the Company with the terms of, and the consummation of the transactions contemplated by, this Agreement 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, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, 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 articles of incorporation or code of regulations of the Company or (iii) result in the violation of any law or statute or any judgment, order or regulation of any court or arbitrator or governmental or regulatory authority except, in the case of clauses (i) and (iii) above, for such conflict, breach or violation that would not, individually or in the aggregate, have a Material Adverse Effect. (vii) No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the issuance and sale of the Shares being delivered on the Closing Date or the Additional Closing Date, as the case may be, or the consummation by the Company of the transactions contemplated by this Agreement, except for the registration of the Shares under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be 10 required under applicable state securities laws in connection with the purchase and distribution of the Shares by the Underwriters. (viii) To the best knowledge of such counsel, except as described in the Prospectus, there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or any of its subsidiaries is or may be a party or to which any property of the Company or any of its subsidiaries is or may be the subject which, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries, could reasonably be expected to have a Material Adverse Effect; and to the best knowledge of such counsel, no such investigations, actions, suits or proceedings are threatened or contemplated by any governmental or regulatory authority or threatened by others. (ix) The documents incorporated by reference in the Prospectus or any further amendment or supplement thereto made by the Company prior to the Closing Date or the Additional Closing Date, as the case may be, (other than the financial statements and related schedules therein, as to which such counsel need express no opinion), when they became effective or were filed with the Commission, as the case may be, complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder; and such counsel has no reason to believe that any of such documents, when such documents became effective or were so filed, as the case may be, contained in the case of a registration statement which became effective under the Securities Act, any untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or, in the case of other documents which were filed under the Exchange with the Commission, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statement therein, in the light of the circumstances under which they were made when such documents were so filed, not misleading. Such counsel shall also state that on the basis of their involvement in the preparation of the Registration Statement and although they have not verified the accuracy or completeness of the statements contained therein or in any amendment thereto, nothing has come to the attention of such counsel which causes them to believe that the Registration Statement or the Prospectus (other than the financial statements and notes thereto and supporting schedules and other financial and statistical information contained therein) contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and such counsel does not know of any contracts or documents of a character required to be described in the Registration Statement or Prospectus or to be filed as exhibits to the Registration Statement which are not described and filed as required; it being understood that such counsel need express no opinion as to the financial statements or other financial data contained in the Registration Statement or the Prospectus. In rendering any such opinion, such counsel may rely, as to matters of fact, to the extent such counsel deems proper, on certificates of responsible officers of the Company and 11 public officials and, as to matters involving the application of laws of any jurisdiction other than the States of Ohio, New York or the United States, upon the opinion of local counsel. (h) Opinion of Counsel for the Underwriters. The Representative shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, an opinion of _______________, counsel for the Underwriters, with respect to such matters as the Representative may reasonably request, and such counsel shall have received such documents and information as they may reasonably request to enable them to pass upon such matters. (i) No Legal Impediment to Issuance. No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date or the Additional Closing Date, as the case may be, prevent the issuance or sale of the Shares; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date or the Additional Closing Date, as the case may be, prevent the issuance or sale of the Shares. (j) Exchange Listing. The Shares to be delivered on the Closing Date or Additional Closing Date, as the case may be, shall have been approved for listing on the New York Stock Exchange, subject to official notice of issuance. 6. EFFECTIVENESS OF AGREEMENT. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. 7. INDEMNIFICATION AND CONTRIBUTION. (a) Indemnification of the Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses reasonably incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use therein. (b) Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement 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 indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission contained in the Registration Statement or the Prospectus (or any 12 amendment or supplement thereto) or any Preliminary Prospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, 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 reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use in the Registration Statement and the Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus. (c) Notice and Procedures. Promptly after receipt by an Indemnified Party under this Section of notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is to be made against the Indemnifying Party under subsection (a) or (b) above, notify the Indemnifying Party of the commencement thereof; but the omission so to notify the Indemnifying Party will not relieve it from any liability which it may have to any Indemnified Party otherwise than under subsection (a) or (b) above. In case any such action is brought against any Indemnified Party and it notifies the Indemnifying Party of the commencement thereof, the Indemnifying Party will be entitled to participate therein and, to the extent that it may wish, jointly with any other Indemnifying Party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party and after notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party will not be liable to such Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof other than reasonable costs of investigation. In any such action, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, in respect of the legal expenses of any Indemnified Party in connection with any action or related actions in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Parties and that all such fees and expenses shall be reimbursed as they are incurred. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending or threatened action in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party unless such settlement includes an unconditional release of such Indemnified Party from all liability on any claims that are the subject matter of such action. (d) Contribution. If the indemnification provided for in paragraphs (a) and (b) above is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one 13 hand and the Underwriters on the other from the offering of the Shares or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Company on the one hand and the Underwriters on the other in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other shall be deemed to be in the same respective proportions as the net proceeds (before deducting expenses) received by the Company from the sale of the Shares and the total underwriting discounts and commissions received by the Underwriters in connection therewith, in each case as set forth in the table on the cover of the Prospectus, bear to the aggregate offering price of the Shares. The relative fault of the Company on the one hand and the Underwriters on the other 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 or by the Underwriters and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. (e) Limitation on Liability. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph (d) above. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in paragraph (d) above shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonable incurred by such Indemnified Person in connection with any such action or claim. Notwithstanding the provisions of this Section 7, in no event shall an Underwriter be required to contribute any amount in excess of the amount by which the total underwriting discounts and commissions received by such Underwriter with respect to the offering of the Shares exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such 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 Underwriters' obligations to contribute pursuant to this Section 7 are several in proportion to their respective purchase obligations hereunder and not joint. 8. DEFAULTING UNDERWRITER. (a) If, on the Closing Date or the Additional Closing Date, as the case may be, any Underwriter defaults on its obligation to purchase the Shares that it has agreed to purchase hereunder on such date, the non-defaulting Underwriters may in their discretion arrange for the purchase of such Shares by other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Shares, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting 14 Underwriters to purchase such Shares on such terms. If other persons become obligated or agree to purchase the Shares of a defaulting Underwriter, either the non-defaulting Underwriters or the Company may postpone the Closing Date or the Additional Closing Date, as the case may be, for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement and the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement and the Prospectus that effects any such changes. As used in this Agreement, the term "Underwriter" includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 8, purchases Shares that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate number of Shares that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, does not exceed one-eleventh of the aggregate number of Shares to be purchased on such date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Shares that such Underwriter agreed to purchase hereunder on such date plus such Underwriter's pro rata share (based on the number of Shares that such Underwriter agreed to purchase on such date) of the Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate number of Shares that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, exceeds one-eleventh of the aggregate amount of Shares to be purchased on such date, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement or, with respect to any Additional Closing Date, the obligation of the Underwriters to purchase Shares on the Additional Closing Date, as the case may be, shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 8 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Section 9 hereof and except that the provisions of Section 7 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default. 9. PAYMENT OF EXPENSES. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus and the Prospectus (including all exhibits, amendments and supplements thereto) and the delivery of copies thereof to the Underwriters; (iii) the costs of producing any Agreement Among Underwriters, this Agreement, the Agreement between syndicates, the Blue Sky Memorandum and any other documents in connection with the offering, 15 purchase, sale and delivery of the Shares; (iv) the fees and expenses of the Company's counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the laws of such jurisdictions as the Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vi) the cost of preparing stock certificates; (vii) the costs and charges of any transfer agent and any registrar; (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the National Association of Securities Dealers, Inc.; and (ix) all expenses and application fees related to the listing of the Shares on the Exchange. (b) If (i) the Company for any reason fails to tender the Shares for delivery to the Underwriters or (ii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. 10. PERSONS ENTITLED TO BENEFIT OF AGREEMENT. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and any controlling persons referred to in Section 7 hereof. Nothing in this Agreement is intended or shall be construed to give any other person any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein. No purchaser of Shares from any Underwriter shall be deemed to be a successor merely by reason of such purchase. 11. SURVIVAL. The respective indemnities, rights of contribution, representations, warranties and agreements of the Company and the Underwriters contained in this Agreement or made by or on behalf of the Company or the Underwriters pursuant to this Agreement or any certificate delivered pursuant hereto shall survive the delivery of and payment for the Shares and shall remain in full force and effect, regardless of any termination of this Agreement or any investigation made by or on behalf of the Company or the Underwriters. 12. CERTAIN DEFINED TERMS. For purposes of this Agreement, (a) except where otherwise expressly provided, the term "affiliate" has the meaning set forth in Rule 405 under the Securities Act; (b) the term "business day" means any day other than a day on which banks are permitted or required to be closed in New York City. 13. MISCELLANEOUS. (a) Authority of the Representative. Any action by the Underwriters hereunder may be taken by ______________ on behalf of the Underwriters, and any such action taken by ________________ shall be binding upon the Underwriters. (b) Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted and confirmed by any standard form of telecommunication. Notices to the Underwriters shall be given to the Representative c/o ___________________, _______________________; Attention: ________________. Notices 16 to the Company shall be given to it at 1144 East Market Street, Akron, Ohio, 44316-0001; Attention: Secretary. (c) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. (d) Counterparts. This Agreement may be signed in counterparts (which may include counterparts delivered by any standard form of telecommunication), each of which shall be an original and all of which together shall constitute one and the same instrument. (e) Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. (f) Headings. The headings herein are included for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. Very truly yours, THE GOODYEAR TIRE & RUBBER COMPANY By_______________________ Title: Accepted: __________, 200__ ___________________________ For itself and on behalf of the several Underwriters listed in Schedule 1 hereto. By________________________________ Authorized Signatory 17 Schedule 1 Underwriter Number of Shares ----------- ---------------- _____________________ Total 18 EX-4.1 5 l93286aexv4w1.txt EX-4.1 CERTIFICATE OF AMEND. ARTICLES OF INCORP. EXHIBIT 4.1 CERTIFICATE OF AMENDED ARTICLES OF INCORPORATION OF THE GOODYEAR TIRE & RUBBER COMPANY E.J. Thomas, President, and Arden E. Firestone, Secretary, of The Goodyear Tire & Rubber Company, an Ohio corporation, with its principal office located at Akron, Ohio, do hereby certify that a meeting of the holders of the shares of Common Stock of said corporation (being the only class of shares outstanding) entitled to vote on the proposal to adopt the Amended Articles of Incorporation as contained in the following resolution was duly called and held on the 20th day of December, 1954, at which meeting a quorum of such shareholders was present in person or by proxy, and that by the affirmative vote of the holders of shares entitled under the Articles to exercise at least two-thirds of the voting power of the corporation on such proposal (the Articles not requiring a greater proportion of such voting power) the following resolution was adopted: RESOLVED, That The Goodyear Tire & Rubber Company hereby adopts the following Amended Articles of Incorporation and that the President or a Vice President and the Secretary or an Assistant Secretary of this Corporation are hereby authorized and directed, on behalf of this Corporation, to sign and file in the Office of the Secretary of State of the State of Ohio, so as to make such Amended Articles of Incorporation become effective, a certificate containing a copy of the resolution adopting such Amended Articles of Incorporation and a statement of the manner of the adoption thereof: AMENDED ARTICLES OF INCORPORATION OF THE GOODYEAR TIRE & RUBBER COMPANY The Goodyear Tire & Rubber Company, a Corporation for profit heretofore organized under the General Incorporation Laws of the State of Ohio, adopts these Amended Articles of Incorporation: FIRST: The name of said Corporation shall be The Goodyear Tire & Rubber Company. SECOND: Said Corporation is to be located at Akron in Summit County, Ohio, and its principal business there transacted. THIRD: Said Corporation is formed for the following purposes: (a) To produce, manufacture, purchase, import, or otherwise acquire, to own, process, operate, develop and use, to sell, lease, exchange, export or otherwise dispose of or turn to account, and to generally deal in, and to render any service in respect of: rubber, both natural and synthetic, compounds thereof, substitutes therefor, substances having properties or 2 uses similar thereto, and articles produced in whole or in part therefrom, including without limitation tires and tubes of all types and kinds, belts, and mechanical goods, cotton, rayon and other fibrous materials and articles of which cotton, rayon or other fibrous materials are a component part, metals, rims and automotive parts and accessories, guns, ammunition and other articles useful in the national defense, aircraft and parts and accessories therefor, and, in general, goods, commodities, and articles of personal property of whatever nature, and to carry on and conduct the general business of manufacturing and merchandising. (b) To establish, maintain, and operate chemical, physical, and other laboratories and to carry on chemical, physical, and industrial research of every kind and character as may be necessary, useful or convenient in connection with any business of the Corporation, and to produce, manufacture, construct, import, purchase or otherwise acquire, to own, process, develop and use, to sell, lease, exchange, export or otherwise dispose of or turn to account and generally to deal in and with articles of substances invented or developed thereby. (c) To manufacture, construct, mine, produce, import, purchase, lease or otherwise acquire, hold, own, use, process, maintain, operate, export, mortgage, sell, convey, assign and otherwise dispose of, distribute, deal in and turn to account machinery, apparatus, tools, implements, equipment, materials, supplies, and other personal property of every kind and character which can or may be advantageously used, consumed or dealt in by the Corporation in connection with any business it is authorized to conduct; and, in general, to buy, sell, produce, manufacture, process, use, export, import, trade in, deal with and turn to account goods, wares, and merchandise of every class and description. (d) To purchase, lease or otherwise acquire, own, hold, use, maintain, operate, cultivate, develop, sell, lease, convey, exchange or otherwise dispose of real estate, leaseholds, and other interests in real estate, and to construct, equip, occupy, improve, use, operate, sell, lease, exchange or otherwise dispose of buildings, factories, hangars, mills, workshops, machineshops, laboratories, storehouses, offices, residences, stores, hotels, facilities, and structures of all kinds, necessary, useful or convenient in connection with any of the businesses or operations of the Corporation. (e) To secure, register, purchase, lease, license, or otherwise to acquire, and to hold, own, use, operate, develop, improve, introduce, grant licenses in respect of, sell, assign, and otherwise dispose of and turn to account, letters patent of the United States or any foreign country, patent rights, licenses, privileges, inventions, devices, improvements, formulas, concessions, processes, secret or otherwise, copyrights, trademarks, trade names and rights analogous thereto granted by, recognized or otherwise existing under the laws of the United States or any foreign country. (f) To borrow money or otherwise use its credit for its corporate purposes, to issue bonds, debentures, notes and other obligations, secured or unsecured, from time to time, for moneys borrowed or for property acquired, or for any other of the purposes of the Corporation, and to secure the same by mortgage, deed of trust, pledge, or other lien upon any or all of the properties, rights, privileges or franchises of the Corporation. (g) To purchase, by subscription or otherwise, or acquire in any manner, and to sell, negotiate, guarantee, assign, deal in, exchange, transfer, pledge or otherwise dispose of, shares of the capital stock, scrip, bonds, coupons, mortgages, debentures, debenture stock, acceptances, drafts, securities, and any other evidences of indebtedness of, or interest in, other corporations, joint stock companies or associations, whether public, private or municipal, or of any corporate body, domestic or foreign, and while the owner thereof, to 3 possess and exercise in respect thereof all the rights, powers, and privileges of ownership, including but not limited to the right to vote thereon. (h) To aid, in any manner whatsoever, any corporation, association, copartnership or individual in whose business the Corporation may be in any way interested or any of whose properties, including shares of capital stock, bonds or other obligations or securities, are held by the Corporation or in which it is in any way interested, and to do any acts or things which are or which may appear necessary, useful, convenient or appropriate for the preservation, protection, improvement or enhancement of the value of any such business or property, or for the promotion of any interests of the Corporation. (i) To lend money or credit, with or without security, and to guarantee and become surety for payment of money and the performance of contracts or obligations of any and all kinds, provided it shall not carry on the business of an indemnity or a surety company. (j) To purchase or otherwise acquire the whole or any part of the property, assets, business, good will, and rights, and to undertake or assume the whole or any part of the bonds, mortgages, franchises, leases, contracts, indebtedness, guarantees, liabilities, and obligations of any person, firm or corporation, and to pay therefor in whole or in part with shares of its own capital stock, cash, bonds, debentures, notes or other obligations, or evidences of indebtedness of the Corporation or otherwise; and to hold in any manner dispose of any part or all of the property, assets, business, good will, and right so acquired, and to conduct in any lawful manner the whole or any part of the business so acquired, and to exercise all the powers necessary or convenient in and about the management and conduct of such business. (k) In general, to carry on any lawful business whatsoever in connection with or incidental to the foregoing, or which has for its object the promotion, directly or indirectly, of the general interests of the Corporation, or the protection, improvement, preservation or enhancement of the value of its properties and rights, and to do whatever it may deem necessary, convenient or proper for the accomplishment of any one or more of the purposes of the Corporation, and, to the same extent and as fully as any natural person might lawfully or could do, to do all and every lawful act and thing, and to enter into and perform contracts of every kind and description with any person, firm, association, corporation, municipality, county, state, body politic or government, or subdivision thereof, without limitation as to amount, necessary, suitable or convenient for the accomplishment of any of the purposes of the Corporation or incident to any of the powers hereinbefore enumerated, the enumeration of specific powers not being a limitation or restriction in any manner of the general powers of the Corporation. (l) to do all or any of such acts and things and exercise any of such acts in any state of the United States, in any district, territory, colony, protectorate or possession thereof, and in any and all foreign countries, and to maintain such offices, branches, plants, properties, plantations, mines, and establishments in any or all thereof that may be deemed advisable by the Corporation. FOURTH: The number of shares which the Corporation is authorized to have outstanding is 15,000,000, all of which shall be Common Stock with a par value of $5 each (being the shares heretofore authorized as shares with a par value of $10 each) having the terms and provisions set forth in these Amended Articles of Incorporation. Each holder of record of Common Stock shall be entitled to one vote for each share of said Common Stock standing in his name on the books of the Corporation. No holder of Common Stock, present, past, or future, shall be entitled as such as a matter of right to subscribe for or purchase any part of not exceeding 500,000 shares of such Common Stock which may, subsequent to October 31, 1954 be allotted and sold to employees of the Corporation or any of its subsidiaries, pursuant to such plan or plans for such allotment and sale as the Board of Directors has determined or may from time to time determine, whether any such shares of Common Stock shall be issued for cash, property, services or otherwise. FIFTH: The total stated capital of the Corporation at the time of adopting these Amended Articles of Incorporation is $45,532,000.00. SIXTH: These Amended Articles of Incorporation supersede and take the place of the heretofore existing Amended Articles of Incorporation, adopted March 31, 1952, and filed in the Office of the Secretary of the State of Ohio on April 3, 1952, including all Certificates of Amendment to Amended Articles of Incorporation subsequently filed in the Office of the Secretary of the State of Ohio. IN WITNESS WHEREOF, said E. J. Thomas, President, and Arden E. Firestone, Secretary, of The Goodyear Tire & Rubber Company, acting for and on behalf of said corporation, have hereunto subscribed their names and caused the seal of said corporation to be hereunto affixed this 20th day of December, 1954. By E. J. THOMAS President (CORPORATE SEAL) By ARDEN E. FIRESTONE Secretary UNITED STATES OF AMERICA ) STATE OF OHIO ) OFFICE OF THE SECRETARY OF STATE) I, , Secretary of State of the State of Ohio, do hereby certify that the foregoing is an exemplified copy, carefully compared by me with the original record now in my official custody as Secretary of State, and found to be true and correct, of the CERTIFICATE OF AMENDED ARTICLES OF INCORPORATION OF THE GOODYEAR TIRE & RUBBER COMPANY filed in this office on the 30th day of December A.D. 1954 and recorded in Volume 696, Page 255, of the Records of Incorporations. WITNESS my hand and official seal, at Columbus, Ohio, this day of A.D. Secretary of State EXHIBIT 4.1 Continued CERTIFICATE OF AMENDMENT TO AMENDED ARTICLES OF INCORPORATION OF THE GOODYEAR TIRE & RUBBER COMPANY Hoyt M. Wells, President, and James Boyazis, Secretary, of The Goodyear Tire & Rubber Company, an Ohio corporation, with its principal office located at Akron, Summit County, Ohio, do hereby certify that a meeting of the holders of the shares of Common Stock of said corporation (being the only class of shares outstanding) entitling them to vote on the proposal to amend the Amended Articles of Incorporation thereof, as contained in the following resolution, was duly called and held on the 5th day of April, 1993, at which meeting a quorum of such shareholders was present in person or by proxy, and that by the affirmative vote of the holders of shares entitled under the Amended Articles of Incorporation to exercise at least two-thirds of the voting power of the corporation on such proposal (the Amended Articles of Incorporation not requiring a greater proportion of such voting power) the following resolution was adopted: RESOLVED, that The Goodyear Tire & Rubber Company hereby adopts the following amendment to its Amended Articles of Incorporation and that the President or a Vice President and the Secretary or an Assistant Secretary of The Goodyear Tire & Rubber Company are hereby authorized and directed to sign and file in the office of the Secretary of State of the State of Ohio a certificate containing a copy of the resolution adopting the amendment and a statement of the manner of its adoption: The Amended Articles of Incorporation are hereby amended by striking out in its entirety Article FOURTH and substituting in lieu thereof the following: FOURTH: The maximum number of shares which the Corporation is authorized to have outstanding is 350,000,000, consisting of 300,000,000 shares of Common Stock without par value (hereinafter referred to as "Common Stock") and 50,000,000 shares of Preferred Stock without par value (hereinafter referred to as "Preferred Stock"). The express terms of the shares of each class are as follows: PART A EXPRESS TERMS OF THE COMMON STOCK Section 1. General. The Common Stock shall be subject to the express terms of the Preferred Stock and any series thereof. Each share of Common Stock shall be equal to each other share of common Stock. Each holder of record of Common Stock shall be entitled to one vote for each share of said Common Stock standing in his or her name on the books of the Corporation upon all matters presented to the shareholders. Section 2. Preemptive Rights. No holder of Common Stock, present, past or future, shall be entitled to such as a matter of right to subscribe for or purchase any part of any new or additional issue of stock or of securities of the Corporation convertible into stock of any class whatsoever, whether now or hereafter authorized, and whether issued for cash, property, services or otherwise. 1 Section 3. Purchase of Shares by Corporation The Corporation is authorized to purchase shares of Common Stock at such times, in such manner, for such reasons and on such terms and conditions as shall be deemed appropriate by the Board of Directors. PART B EXPRESS TERMS OF THE PREFERRED STOCK Section 1. Series. The Preferred Stock may be issued from time to time in one or more series. All shares of Preferred Stock shall be of equal rank and the express terms thereof shall be identical, except in respect of the terms that may be fixed by the Board of Directors as hereinafter provided, and each share of each series shall be identical with all other shares of such series, except as to the date from which dividends are cumulative. Subject to the provisions of Sections 2 through 8, inclusive, of this Part B, which shall apply to all Preferred Stock, the Board of Directors is hereby authorized to cause shares of Preferred Stock to be issued in one or more series and with respect to each such series to determine and fix: (a) The designation of the series, which may be by distinguishing number, letter or title. (b) The authorized number of shares constituting the series, which number the Board of Directors may, except to the extent otherwise provided in the creation of the series, from time to time increase or decrease, but not below the number of shares thereof then outstanding. (c) The rate at which dividends shall be payable on shares of such series. (d) The dates on which dividends, if declared, shall be payable on shares of such series and the dates from which dividends shall be cumulative. (e) The redemption rights and price or prices, if any, for shares of the series. (f) The amount, terms, conditions and manner of operation of any retirement or sinking fund to be provided for the purchase or redemption of shares of the series. (g) The amounts payable on shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation. (h) Whether the shares of the series shall be convertible into shares of any other class or series, and, if so, the specification of such other class or series, the conversion price or prices or rate or rates, any adjustments thereof, the date or dates as of which such shares shall be convertible and all other terms and conditions upon which such conversion may be made. (i) The conditions or restrictions, if any, upon the issue of any additional shares of the same series or of any other class or series. The Board of Directors is authorized to adopt from time to time amendments to the Amended Articles of Incorporation fixing, with respect to each series, the matters described in clauses (a) to (i), inclusive, of this Section 1. Section 1-A. Series A $10.00 Preferred Stock, Without Par Value. A series of Preferred Stock is hereby created having the following terms: 1. Designation. The shares of such series are designated as: "Series A $10.00 Preferred Stock, without par value." 2 2. Authorized Number of Shares - Fractional Shares. The authorized number of shares constituting the Series A $10.00 Preferred Stock is 3,000,000. Series A $10.00 Preferred Stock may be issued in fractions of a shares which shall entitle the holder, in proportion to such holder's fractional shares, to exercise voting rights, receive dividends, participate in distributions and to have the benefit of all other rights of holders of Series A $10.00 Preferred Stock. 3. Dividends and Distributions. (A) Subject to any prior to superior rights of the holders of any series of Preferred Stock ranking prior and superior to the shares of Series A $10.00 Preferred Stock with respect to dividends that may be authorized by the Amended Articles of Incorporation, the holders of shares of Series A $10.00 Preferred Stock shall be entitled prior to the payment of any dividends on shares ranking junior to the Series A $10.00 Preferred Stock to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last day of January, April, July and October in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A $10.00 Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $10.00 or (b) subject to the provisions for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A $10.00 Preferred Stock. In the event the Corporation shall at any time after July 28, 1986 (the "Rights Declaration Date") (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series A $10.00 Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of common Stock that were outstanding immediately prior to such event. (B) The Corporation shall declare a dividend or distribution on the Series A $10.00 Preferred Stock as provided in paragraph (A) above immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided that, in the event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Payment Date, a dividend of $10.00 per share on the Series A $10.00 Preferred Stock shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date. (C) Dividends shall begin to accrue and be cumulative on outstanding shares of Series A $10.00 Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such shares of Series A $10.00 Preferred Stock, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of shares of Series A $10.00 Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. 3 (D) Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares of Series A $10.00 Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of shares of Series A $10.00 Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 60 days prior to the date fixed for the payment thereof. (E) Dividends in full shall not be declared or paid or set apart for payment on the Series A $10.00 Preferred Stock for a dividend period termination on a Quarterly Dividend Payment Date unless dividends in full have been declared or paid or set apart for payment on the Preferred Stock of all series (other than series with respect to which dividends are not cumulative from a date prior to such dividend date) for the respective dividend periods terminating on such dividend date. When the dividends are not paid in full on all series of the Preferred Stock, the shares of all series shall share ratably in the payment of dividends, including accumulations, if any, in accordance with the sums which would be payable on said shares if all dividends were declared and paid in full. 4. Liquidation, Dissolution or Winding Up. (A) Upon any liquidation, dissolution or winding up of the Corporation, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A $10.00 Preferred Stock unless, prior thereto, the holders of shares of Series A $10.00 Preferred Stock shall have received $10.00 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the "Series A Liquidation Preference"). Following the payment of the full amount of the Series A Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A $10.00 Preferred Stock unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the "Common Adjustment") equal to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) 100 (as appropriately adjusted as set forth in subparagraph (C) below to reflect such events as stock splits, stock dividends and recapitalizations with respect to the Common Stock) (such number in clause (ii) is hereinafter referred to as the "Adjustment Number"). Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A $10.00 Preferred Stock and Common Stock, respectively, holders of Series A $10.00 Preferred Stock and holders of shares of Common Stock shall receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Preferred Stock and Common Stock, on a per share basis, respectively. (B) In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of Preferred Stock, if any, which rank on a parity with the Series A $10.00 Preferred Stock, then such remaining assets shall be distributed ratably to the holders of such parity shares in proportion to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Stock. (C) In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the Adjustment Number in effect immediately prior to such event shall be adjusted by multiplying such Adjustment Number by a fraction the numerator of which is the number of shares of Common Stock there were 4 outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. 5. Conversion on Merger, Consolidation, etc. In case the Corporation shall enter into any merger, consolidation, combination or other transaction in which the shares of Common Stock are exchanged or changed into other stock or securities, cash and/or any other property, then in any such case each share of Series A $10.00 Preferred Stock shall at the same time be similarly exchanged or changed in an amount per share (subject to the provision for adjustment hereinafter set forth) equal to 100 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A $10.00 Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. 6. Redemption. The outstanding shares of Series A $10.0 Referred Stock shall not be redeemable. 7. Condition to Issuance of any other Series. The Articles of Incorporation of the Corporation shall not be further amended to provide for the issuance of any other series of Preferred Stock without the affirmative vote of the holders of at least two-thirds of the outstanding shares of Series A $10.00 Preferred Stock, voting separately as one voting group. Section 2. Dividends. (a) The holders of Preferred Stock of each series, in preference of the holders of shares of Common Stock and of any other class of shares ranking junior to the Preferred Stock, shall be entitled to receive out of any funds legally available and when and as declared by the Board of Directors dividends in cash at the rate for such series fixed in accordance with the provisions of Section 1 of this Part B and no more, payable on the dividend payment dates fixed for such series. Such dividends shall be cumulative, in the case of shares of each particular series, from and after the date or dates fixed with respect to such series. No dividend may be paid upon or declared or set apart for any series of the Preferred Stock at any time unless at the same time a like proportionate dividend for the dividend periods terminating on the same date or any earlier date, ratably in proportion to the respective annual dividend rates, shall have been paid upon or declared or funds therefor set apart for all shares of Preferred Stock of all series then issued and outstanding and entitled to receive such dividend. (b) So long as any Preferred Stock shall be outstanding, no dividend, except a dividend payable in Common Stock or other shares ranking junior to the Preferred Stock, shall be paid or declared or any distribution be made except as aforesaid on the Common Stock or any other shares ranking junior to the Preferred Stock, nor shall any shares of Common Stock or any other shares ranking junior to the Preferred Stock be purchased, retired or otherwise acquired by the Corporation (except out of the proceeds of the sale of Common Stock or other shares ranking junior to the Preferred Stock received by the Corporation on or subsequent to the date on which shares of Preferred Stock are first issued), unless (i) all accrued and unpaid dividends upon all Preferred Stock then outstanding payable on all dividend payment dates occurring on or prior to the date of such 5 action shall have been declared and paid or funds sufficient therefor, set apart, and (ii) at the date of such action there shall be no arrearages with respect to the redemption of Preferred Stock of any series from any sinking fund provided for shares of such series in accordance with the provisions of Section 1 of this Part B. Section 3. Redemption (a) Subject to the express terms of each series, the Corporation may from time to time redeem all or any part of the Preferred Stock of any series at the time outstanding (i) at the option of the Board of Directors at the applicable redemption price for such series fixed in accordance with the provisions of Section 1 of this Part B or (ii) in fulfillment of the requirements of any sinking fund provided for shares of such series at the applicable sinking fund redemption price fixed in accordance with the provisions of Section 1 of this Part B, together in each case with (1) all then unpaid dividends upon such shares payable on all dividend payment dates for such series occurring on or prior to the redemption date, plus (2) if the redemption date is not a dividend payment date for such series, a proportionate dividend, based on the number of elapsed days, for such series, for the period from the day following the most recent such dividend payment date through the redemption date. (b) Notice of every such redemption shall be mailed, postage prepaid, to the holders of record of the Preferred Stock to be redeemed at their respective addresses then appearing on the books of the Corporation, not less than 30 days nor more than 60 days prior to the date fixed for such redemption. At any time after notice has been given as above provided and before the date of redemption specified in such notice the Corporation may deposit the aggregate redemption price of the shares of Preferred Stock to be redeemed, together with an amount equal to the aggregate amount of dividends payable upon such redemption, with any bank or trust company in New York, New York, having capital and surplus of more than $100,000,000, named in such notice, and direct that such deposited amount be paid to the respective holders of the shares of Preferred Stock so to be redeemed upon surrender of the stock certificate or certificates held by such holders. After the mailing of such notice and the making of such deposit of money, such holders shall cease to be shareholders with respect to such shares and shall have no interest in or claim against the Corporation with respect to such shares, except only the right to receive such money from such bank or trust company without interest or to exercise, before the redemption date, any unexpired privileges of conversion. (c) In the event less than all of the outstanding shares of any series of Preferred Stock are to be redeemed, the Corporation shall select pro rata or by lot the shares so to be redeemed in such manner as shall be prescribed by the Board of Directors. (d) If the holders of shares of Preferred Stock which shall have been called for redemption shall not, without six years after such deposit, claim the amount deposited for the redemption thereof, any such bank or trust company shall, upon demand, pay over to the Corporation such unclaimed amounts and thereupon such bank or trust company and the Corporation shall be relieved of all responsibility in respect thereof and to such holders. (e) Any shares of Preferred Stock (i) redeemed by the Corporation pursuant to the provisions of this Section 3, (ii) purchased and delivered in satisfaction of any sinking fund requirements provided for shares of any series of Preferred Stock, (iii) converted in accordance with the express terms of any such series, or (iv) otherwise acquired by the Corporation, shall resume the status of authorized and unissued shares of Preferred Stock without serial designation. Section 4. Liquidation. (a) The holders of Preferred Stock of any series shall,in cash of voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, be 6 entitled to receive in full out of the assets of the Corporation, including its capital, before any amount shall be paid or distributed among the holders of shares of Common Stock or any other shares ranking junior to the Preferred Stock, the amounts fixed with respect to shares of such series in accordance with Section 1 of this Part B, plus an amount equal to (i) all then unpaid dividends upon such shares payable on all dividend payment dates for such series occurring on or prior to the date of payment of the amount due pursuant to such liquidation, dissolution or winding up, plus (ii) if such date is not a dividend payment date for such series, a proportionate dividend, based on the number of elapsed days, for the period from the day following the most recent such dividend payment date through such date of payment of the amount due pursuant to such liquidation, dissolution or winding up. In case the net assets of the Corporation legally available therefor are insufficient to permit the payment upon all outstanding shares of Preferred Stock of the full preferential amount to which they are respectively entitled, then such net assets shall be distributed ratably upon outstanding shares of Preferred Stock in proportion to the full preferential amount to which each such share is entitled. After payment to holders of Preferred Stock of the full preferential amounts as aforesaid, holders of Preferred Stock as such shall have no right or claim to any of the remaining assets of the Corporation. (b) The merger or consolidation of the Corporation into or with any other corporation, or the merger of any other corporation into it, or the sale, lease or conveyance of all or substantially all the property or business of the Corporation shall not be deemed to be a dissolution, liquidation or winding up for the purposes of this Section 4. Section 5. Voting. (a) The holders of Preferred Stock shall not be entitled to vote upon matters presented to the shareholders, except as provided in this Section 5 or as required by law. (b) Whenever, and so long as, the Corporation shall be in default of the payment of the equivalent of six full quarterly dividends (whether or not consecutive) on any series of Preferred Stock at the time outstanding, whether or not earned or declared, the holders of Preferred Stock of all series, voting separately as a class without regard to series, shall be entitled to elect, as herein provided, two members of the Board of Directors of the Corporation; provided, however, that the holders of shares of Preferred Stock shall not have or exercise such special class voting rights except at meetings of such shareholders for the election of directors at which the holders of not less than a majority of the outstanding shares of Preferred Stock of all series then outstanding are present in person or by proxy; and provided further that the special class voting rights provided for in this paragraph, when the same shall have become vested, shall remain so vested until all accrued and unpaid dividends on the Preferred Stock of all series then outstanding shall have been paid, whereupon the holders of Preferred Stock shall be divested of this special class voting rights in respect of subsequent elections of directors, subject to the revesting of such special class voting rights in the event of the occurrence of the default hereinabove specified in this Subsection (b). In the event of a default entitling the holders of Preferred Stock to elect two Directors as specified in this Subsection (b), a special meeting of such holders for the purpose of electing such directors shall be called by the Secretary of the Corporation upon written request of, or may be called by, the holders of record of at least 10% of the shares of Preferred Stock of all series at the time outstanding, and notice thereof shall be given in the same manner as that required for the annual meeting of shareholders; provided, however, that the Corporation shall not be required to call such special meeting if the annual meeting of shareholders shall be held within 120 days after the date of receipt of the foregoing written request from the holders of Preferred Stock. At any meeting at which the holders of Preferred Stock shall be entitled to elect Directors, the holders of a majority of the then outstanding shares of Preferred Stock of all series, present 7 in person or by proxy, shall be sufficient to constitute a quorum, and the vote of the holders of a majority of such shares so present at any such meeting at which there shall be such a quorum shall be sufficient to elect the members of the Board of Directors which the holders of Preferred Stock are entitled to elect as hereinabove provided. Notwithstanding any provision of these Amended Articles of Incorporation or the Code of Regulations of the Corporation or any action taken by the holders of any class of shares fixing the number of Directors of the Corporation, the two Directors who may be elected by the holders of Preferred Stock pursuant to this Subsection (b) shall serve in addition to any other Directors then in office or proposed to be elected otherwise than pursuant to this Subsection (b). Nothing in this Subsection (b) shall present any change otherwise permitted in the total number of Directors of the Corporation or require the resignation of any Director elected otherwise than pursuant to this Subsection (b). Notwithstanding any classification of the other Directors of the Corporation, the two Directors elected by the holders of Preferred Stock shall be elected annually for terms expiring at the next succeeding annual meeting of shareholders. (c) The affirmative vote or consent of the holders of at least two-thirds of the shares of Preferred Stock at the time outstanding, voting or consenting separately as a class, given in person or by proxy either in writing or at a meeting called for the purpose, shall be necessary to effect any one or more of the following (but so far as the holders of Preferred Stock are concerned, such action may be effected with such vote or consent): (1) Any amendment, alteration or repeal of any of the provisions of the Amended Articles of Incorporation or of the Code of Regulations of the Corporation which adversely affects the preferences or voting or other rights of the holders of Preferred Stock; provided, however, that for the purpose of this Subsection (c) only, neither the Amendment of the Amended Articles of Incorporation so as to authorize, create or change the authorized or outstanding amount of Preferred Stock or of any shares of any class ranking on a parity with or junior to the Preferred Stock nor the amendment of the provisions of the Code of Regulations so as to change the number of directors of the Corporation shall be deemed to affect adversely the preferences or voting or other rights of the holders of Preferred Stock; and provided further, that if such amendment, alteration or repeal affects adversely the preferences or voting or other rights of one or more but not all series of Preferred Stock at the time outstanding, only the affirmative vote or consent of the holders of at least two-thirds of the number of the shares at the time outstanding of the series so affected shall be required; (2) The purchase or redemption (for sinking fund purposes or otherwise) of less than all of the Preferred Stock then outstanding expect in accordance with a stock purchase offer made to all holders of record of Preferred Stock, unless all dividends on all Preferred Stock then outstanding for all previous dividend periods shall have been declared and paid for funds therefor set apart and all accrued sinking fund obligations applicable thereto shall have been complied with; or (3) The authorization, creation or the increase in the authorized amount of any shares of any class or any security convertible into shares of any class, in either case ranking prior to the Preferred Stock. (d) The affirmative vote or consent of the holders of at least a majority of the shares of Preferred Stock at the time outstanding, voting or consenting separately as a class, given in person or by proxy either in writing or at a meeting called for the purpose, shall be necessary to effect any one or more of the following (but so far as the holders of Preferred Stock are concerned, such action may be effected with such vote or consent): (1) The sale, lease or conveyance by the Corporation of all or substantially all of its property or business; 8 (2) The consolidation of the Corporation with or its merger into any other corporation, unless the corporation resulting from such consolidation or surviving such merger will not have after such consolidation or merger any class of shares either authorized or outstanding ranking prior to or on a parity with the Preferred Stock except the same number of shares ranking prior to or on a parity with the Preferred Stock and having the same rights and preferences as the shares of the Corporation authorized and outstanding immediately preceding such consolidation or merger (and each holder of Preferred Stock immediately preceding such consolidation or merger shall receive the same number of shares with the same rights and preferences of the resulting or surviving corporation); or (3) The authorization of any shares ranking on a parity with the Preferred Stock or an increase in the authorized number of shares of Preferred Stock. (e) Neither the vote, consent nor any adjustment of the voting rights of holders of shares of Preferred Stock shall be required for an increase in the number of shares of Common Stock authorized or issued or for stock splits of the Common Stock or for stock dividends on any class of stock payable solely in Common Stock; and none of the foregoing action shall be deemed to affect adversely the preferences or voting or other rights of Preferred stock within the meaning and for the purpose of this Part B. Section 6. Convertible Series. If and to the extent that there are created series of Preferred Stock which are convertible (hereinafter referred to as "convertible series") into shares of Common Stock or into shares of any other class or series of the Corporation (hereinafter collectively called "conversion shares"), the following terms and provisions shall be applicable to all convertible series, except as may be otherwise expressly provided in the terms of any such series. (a) The holder of each share of a convertible series may exercise the conversion privilege in respect thereof by delivering to any transfer agent for the respective series the certificate for the share to be converted and written notice that the holder elects to convert such share. Conversion shall be deemed to have been effected immediately prior to the close of business on the date when such delivery is made, and such date is referred to in this Section as the "conversion date". On the conversion date or as promptly thereafter as practicable, the Corporation shall deliver to the holder of the stock surrendered for conversion, or as otherwise directed by him in writing, a certificate for the number of full conversion shares deliverable upon the conversion of such stock and a check or cash in respect of any fraction of a share as provided in subsection (b) of this Section 6. The person in whose name the stock certificate is to be registered shall be deemed to have become a holder of the conversion shares of record on the conversion date. No adjustment shall be made for any dividends on shares of stock surrendered for conversion or for dividends on the conversion shares delivered on conversion. (b) The Corporation shall not be required to deliver fractional shares upon conversion of shares of a convertible series. If more than one share shall be surrendered for conversion at one time by the same holder, the number of full conversion shares deliverable upon conversion thereof shall be computed on the basis of the aggregate number of shares so surrendered. If any fractional interest in a conversion share would otherwise be deliverable upon the conversion, the Corporation shall in lieu of delivering a fractional share therefor make an adjustment therefor in cash at the current market value thereof, computed (to the nearest cent) on the basis of the closing price of the conversion share on the last business day before the conversion date. For the purpose of this Section, the "closing price of the conversion share" on any business day shall be the last reported sales price regular way per share on such day, or, in 9 case no such reported sale takes place on such day, the average of the reported closing bid and asked prices regular way, in either case on the New York Stock Exchange, or, if the conversion shares are not then listed or admitted to trading on such Exchange, on the principal national securities exchange on which the conversion shares are listed or admitted to trading as determined by the Board of Directors, or if not so listed or admitted, the mean between the average bid and asked prices per conversion shares in the over-the-counter market as furnished by any member of the National Association of Securities Dealers or other nationally recognized organization of securities dealers selected from time to time by the Board of Directors for that purpose; and "business day" shall be each day on which the New York Stock Exchange or other national securities exchange or over-the-counter market used for the purposes of the above calculation is open for trading. (c) Upon conversion of shares of any convertible series, the stated capital of the conversion shares delivered upon such conversion shall be the aggregate par value of the shares so delivered having par value, or, in the case of shares without par value, shall be an amount equal to the stated capital represented by each such share outstanding at the time of such conversion multiplied by the number of such shares delivered upon such conversion. The stated capital of the Corporation shall be correspondingly increased or reduced to reflect the difference between the stated capital of the shares of the convertible series so converted and the stated capital of the shares delivered upon such conversion. (d) In the event of any reclassification or change of outstanding conversion shares (except a split or combination, or a change in par value, or a change from par value to no par value, or a change from no par value to par value), provision shall be made as part of the terms of such reclassification or change that the holder of each share of each convertible series then outstanding shall have the right to receive upon the conversion of such share, at the conversion rate or price which otherwise would be in effect at the time of conversion, with substantially the same protection against dilution as is provided in the terms of such convertible series, the same kind and amount of stock and other securities and property as he would have owned or have been entitled to receive upon the happening of any of the events described above had such share been converted immediately prior to the happening of the event. (e) In the event the Corporation shall be consolidated with or shall merge into any other corporation, provision shall be made as a part of the terms of such consolidation or merger whereby the holder of each share of each convertible series outstanding immediately prior to such event shall thereafter be entitled to such rights with respect to securities of the Corporation resulting from such consolidation or merger so that rights of such holders as specified in the terms of such convertible series shall not be substantially prejudiced; provided, however, that the provisions of this Subsection (e) shall be inapplicable if such consolidation or merger shall be approved by the holders of two-thirds of the outstanding shares of such convertible series of Preferred Stock. (f) The Corporation hereby reserves and shall at all times reserve and keep available free from preemptive rights, out of its authorized but unissued shares or treasury shares, for the purpose of delivery upon conversion of shares of each convertible series, such number of conversion shares as shall from time to time be sufficient to permit the conversion of all outstanding shares of all convertible series of Preferred Stock. Section 7. Preemptive Rights - Purchase of Shares by Corporation. (a) No holder of Preferred stock, present, past or future, shall be entitled as such as a matter of right to subscribe for or purchase any part of any new or additional stock of any series or class or of securities of the Corporation convertible into stock of any class whatsoever, whether now or hereafter authorized, and whether issued for cash, property, services or otherwise. 10 (b) The Corporation is authorized to purchase any shares of any series of Preferred Stock from time to time and at such times, in such manner, for such reasons and on such terms and conditions as shall be deemed appropriate by the Board of Directors. Section 8. Definitions. For the purpose of this Part B: Whenever reference is made to shares "ranking prior to the Preferred Stock," such reference shall mean and include all shares of the Corporation in respect of which the rights of the holders thereof either as to the payment of dividends or as to distribution in the event of a voluntary or involuntary liquidation, dissolution or winding up of the Corporation are given preference over the right of the holders of Preferred Stock; whenever reference is made to shares "on a parity with the Preferred Stock", such reference shall mean and include all shares of the Corporation in respect of which the right of the holders thereof (i) are not given preference over the rights of the holders of Preferred Stock either as to the payment of dividends or as to distributions in the event of a voluntary or involuntary liquidation, dissolution or winding up of the Corporation and (ii) either as to the payment of dividends or as to distributions in the event of a voluntary or involuntary liquidation, dissolution or winding up of the Corporation, or as to both, rank on an equality (except as to the amounts fixed therefor) with the rights of the holders of Preferred Stock; and whenever reference is made to shares "ranking junior to the Preferred Stock" such reference shall mean and include all shares of the Corporation in respect of which the rights of the holders thereof both as to the payment of dividends and as to distributions in the event of a voluntary or involuntary liquidation, dissolution or winding up of the Corporation are junior and subordinate to the rights of the holders of the Preferred Stock. IN WITNESS WHEREOF, said Hoyt M. Wells, President, and James Boyazis, Secretary, of THE GOODYEAR TIRE & RUBBER COMPANY, acting for and on behalf of said corporation, have hereunto subscribed their names and caused the seal of said corporation to be hereunto affixed this 6th day of April, 1993. By: /s/ Hoyt M. Wells ----------------------------------- Hoyt M. Wells, President [SEAL] By: /s/ James Boyazis ----------------------------------- James Boyazis, Secretary 11 EXHIBIT 4.1 Continued CERTIFICATE OF AMENDMENT TO AMENDED ARTICLES OF INCORPORATION OF THE GOODYEAR TIRE & RUBBER COMPANY Samir F. Gibara, President, and James Boyazis, Secretary, of The Goodyear Tire & Rubber Company, an Ohio corporation, with its principal office located at Akron, Summit County, Ohio, do hereby certify that, pursuant to the authority conferred upon the Board of Directors of said corporation by Section 1 of Part B of ARTICLE FOURTH of the Amended Articles of Incorporation of the said corporation and by the Ohio General Corporation Law, at a meeting of the Board of Directors of said corporation duly called and held on the 4th day of June, 1996, at which meeting a quorum of the Board of Directors was at all times present, the Board of Directors was without shareholder action, which shareholder action was not required, the following resolution: RESOLVED, that The Goodyear Tire & Rubber Company hereby adopts the following amendment to its Amended Articles of Incorporation, as amended to date, and that the Chairman of the Board, the President or a Vice President and the Secretary or an Assistant Secretary of the Company are hereby authorized and directed to sign and file in the office of the Secretary of State of the State of Ohio a certificate containing a copy of the resolution adopting the amendment and a statement of the manner of its adoption: The Amended Articles of Incorporation of the Company are hereby amended to create a new series of Preferred Stock by adding a new Section 1-B to PART B of ARTICLE FOURTH as follows: Section 1-B. Series B Preferred Stock, Without Par Value. A series of Preferred Stock is hereby created having the following terms: 1. Designation. The shares of such series are designated as: "Series B Preferred Stock, without par value." 2. Authorized Number of Shares - Fractional Shares. The authorized number of shares constituting the Series B Preferred Stock is 7,000,000. Series B Preferred Stock may be issued in fractions of a share which shall entitle the holder, in proportion to such holder's fractional shares, to exercise voting rights, receive dividends, participate in distributions and to have the benefit of all other rights of holders of Series B Preferred Stock. 3. Dividends and Distributions. (A) Subject to any prior and superior rights of the holders of any series of Preferred Stock ranking prior and superior to the shares of Series B Preferred Stock with 1 respect to dividends that may be authorized by the Amended Articles of Incorporation, the holders of shares of Series B Preferred Stock shall be entitled prior to the payment of any dividends on shares ranking junior to the Series B Preferred Stock to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last day of January, April, July and October in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series B Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater (a) $25.00 or (b) subject to the provisions for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series B Preferred Stock. In the event the Corporation shall at any time after July 29, 1996 (the "Rights Declaration Date") (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series B Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (B) The Corporation shall declare a dividend or distribution on the Series B Preferred Stock as provided in paragraph (A) above immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided that, in the event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $25.00 per share on the Series B Preferred Stock shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date. (C) Dividends shall begin to accrue and be cumulative on outstanding shares of Series B Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such shares of Series B Preferred Stock, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of shares of Series B Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. (D) Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares of Series B Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of shares of Series B Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, 2 which record date shall be no more than 60 days prior to the date fixed for the payment thereof. (E) Dividends in full shall not be declared or paid or set apart for payment on the Series B Preferred Stock for a dividend period terminating on the quarterly Dividend Payment Date unless dividends in full have been declared or paid or set apart for payment on the Preferred Stock of all series (other than series with respect to which dividends are not cumulative from a date prior to such dividend date) on such dividend date. When the dividends are not paid in full on all series of the Preferred Stock, the shares of all series shall share ratably in the payment of dividends, including accumulations, if any, in accordance with the sums which would be payable on such shares if all dividends were declared and paid in full. 4. Liquidation, Dissolution or Winding Up (A) Upon any liquidation, dissolution or winding up of the Corporation, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series B Preferred Stock unless, prior thereto, the holders of shares of Series B Preferred Stock shall have received $25.00 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the "Series B Liquidation Preference"). Following the payment of the full amount of the Series B Liquidation Preference, no additional distribution shall be made to the holders of shares of Series B Preferred Stock unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the "Common Adjustment") equal to the quotient obtained by dividing (i) the Series B Liquidation Preference by (ii) 100 (as appropriately adjusted as set forth in subparagraph (C) below to reflect such events as stock splits, stock dividends and recapitalizations with respect to the Common Stock) (such number in clause (ii) is hereinafter referred to as the "Adjustment Number"). Following the payment of the full amount of the Series B Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series B Preferred Stock and Common Stock respectively, holders of Series B Preferred Stock and holders of shares of Common Stock shall receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Series B Preferred Stock and Common Stock, on a per share basis, respectively. (B) In the event, however, that there are not sufficient assets available to permit payment in full of the Series B Liquidation Preference and the liquidation preferences of all other series of Preferred Stock, if any, which rank on a parity with the Series B Preferred Stock, then such remaining assets shall be distributed ratably to the holders of such parity shares in proportion to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Stock. (C) In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the Adjustment Number in effect immediately prior to such event shall be adjusted by multiplying such Adjustment Number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of 3 Common Stock that were outstanding immediately prior to such event. 5. Conversion on Merger, Consolidation, etc. In case the Corporation shall enter into any merger, consolidation, combination or other transaction in which the shares of Common Stock are exchanged or changed into other stock or securities, cash and/or any other property, then in any such case each share of Series B Preferred Stock shall at the time be similarly exchanged or changed in an amount per share (subject to the provision for adjustment hereinafter set forth) equal to 100 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series B Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. 6. Redemption. The outstanding shares of Series B Preferred Stock shall not be redeemable. 7. Condition to Issuance of any other Series. The Articles of Incorporation of the Corporation shall not be further amended to provide for the issuance of any other series of Preferred Stock without the affirmative vote of the holders of at least two-thirds of the outstanding shares of Series B Preferred Stock, voting separately as one voting group. IN WITNESS WHEREOF, said Samir F. Gibara, President, and James Boyazis, Secretary, of The Goodyear Tire & Rubber Company, acting on behalf of said corporation, have hereunto subscribed their names and caused the seal of said corporation to be hereunto affixed this 4th day of June, 1996. By: /s/ Samir F. Gibara ------------------------------------ Samir F. Gibara, President By: /s/ James Boyazis ------------------------------------ James Boyazis, Secretary [SEAL] 4 UNITED STATES OF AMERICA, STATE OF OHIO, OFFICE OF THE SECRETARY OF STATE I, BOB TAFT, Secretary of State of the State of Ohio, do hereby certify that the foregoing is a true and correct copy, consisting of 4 pages, as taken from the original record now in my official custody as Secretary of State. WITNESS my hand and official seal at Columbus, Ohio, this 30th day of July, A.D., 1996. [SEAL OF THE SECRETARY OF STATE OF OHIO] By: /s/ Bob Taft ------------------------------------ BOB TAFT Secretary of State By: /s/ A Henderson ------------------------------------ NOTICE: THIS IS AN OFFICIAL CERTIFICATION ONLY WHEN REPRODUCED IN RED INK. EX-4.2 6 l93286aexv4w2.txt EX-4.2 CODE OF REGULATIONS EXHIBIT 4.2 ================================================================================ THE GOODYEAR TIRE & RUBBER COMPANY -------- CODE OF REGULATIONS -------- ADOPTED NOVEMBER 22, 1955 AS AMENDED APRIL 5, 1965 APRIL 7, 1980, APRIL 6, 1981 AND APRIL 13, 1987 ================================================================================ CODE OF REGULATIONS ARTICLE I SHAREHOLDERS SECTION 1. Annual Meeting. The annual meeting of shareholders of the Company for the election of directors, the consideration of reports to be laid before such meeting, and the transaction of such other business as may properly be brought before such meeting, shall be held at the principal office of the Company in Akron, Ohio, at ten o'clock a.m., or at such other time as may be designated by the Board of Directors, by the Chairman of the Board, or by the President and specified in the notice of the meeting, on the first Monday of April in each year, unless the Board of Directors by a resolution adopted on or before the first day of March of any year, shall fix a different date, which date may be any day, other than a Sunday or a legal holiday, during the period beginning April 1 and ending April 15 of such year, in which event the meeting shall be held on the date set by such resolution. SECTION 2. Special Meetings. Special meetings of the shareholders of the Company may be held on any business day, when called by the Chairman of the Board, or by the President, or by a Vice President, or by the Board acting at a meeting, or by a majority of the directors acting without a meeting, or by the persons who hold twenty-five per cent of all shares outstanding and entitled to vote thereat. Upon request in writing delivered either in person or by registered mail to the President or the Secretary by any persons entitled to call a meeting of shareholders, such officer shall forthwith cause to be given to the shareholders entitled thereto notice of a meeting to be held on a date not less than seven or more than sixty days after the receipt of such request, as such officer may fix. If such notice is not given within thirty days after the delivery or mailing of such request, the persons calling the meeting may fix the time of the meeting and give notice thereof in the manner provided by law or as provided in these Regulations, or cause such notice to be given by any designated representative. Each special meeting shall be called to convene between nine o'clock a.m. and four o'clock p.m. and shall be held at the principal office of the Company in Akron, Ohio, unless the same is called by the directors, acting with or without a meeting, in which case such meeting may be held at any place either within or without the State of Ohio designated by the directors and specified in the notice of such meeting. SECTION 3. Notice of Meetings. Not less than seven or more than sixty days before the date fixed for a meeting of shareholders, written notice stating the time, place, and purposes of such meeting shall be given by or at the direction of the Secretary or an Assistant Secretary or any other person or persons required or permitted by these Regulations to give such notice. The notice shall be given by personal delivery or by mail to each shareholder entitled to notice of the meeting who is of record as of the day next preceding the day on which notice is given or, if a record date therefor is duly fixed, of 3 record as of said date; if mailed, the notice shall be addressed to the shareholders at their respective addresses as they appear on the records of the Company. Notice of the time, place, and purposes of any meeting of shareholders may be waived in writing, either before or after the holding of such meeting, by any shareholder, which writing shall be filed with or entered upon the records of the meeting. SECTION 4. Quorum; Adjournment. Except as may be otherwise provided by law or by the Articles of Incorporation, at any meeting of the shareholders the holders of shares entitling them to exercise a majority of the voting power of the Company present in person or by proxy shall constitute a quorum for such meeting; provided, however, that no action required by law, the Articles, or these Regulations to be authorized or taken by a designated proportion of the shares of the Company may be authorized or taken by a lesser proportion; and provided, further, that the holders of a majority of the voting shares represented thereat, whether or not a quorum is present, may adjourn such meeting from time to time; if any meeting is adjourned, notice of such adjournment need not be given if the time and place to which it is adjourned are fixed and announced at such meeting. SECTION 5. Proxies. Persons entitled to vote shares or to act with respect to shares may vote or act in person or by proxy. The person appointed as proxy need not be a shareholder. SECTION 6. Approval and Ratification of Acts of Officers and Board. Except as otherwise provided by the Articles of Incorporation or by law, any contract, act, or transaction, prospective or past, of the Company, or of the Board, or of the officers may be approved or ratified by the affirmative vote at a meeting of the shareholders, or by the written consent, with or without a meeting, of the holders of shares entitling them to exercise a majority of the voting power of the Company, and such approval or ratification shall be as valid and binding as though affirmatively voted for or consented to by every shareholder of the Company. ARTICLE II BOARD OF DIRECTORS SECTION 1. Number and Classification; Authority. The Board of Directors shall be composed of fifteen members and shall be divided into three classes (Class I, Class II and Class III), each class to consist of five directors unless the number of members of the Board of Directors or of any class is changed by action of the shareholders taken in accordance with the laws of the State of Ohio, the Articles of Incorporation and these Regulations or by a resolution adopted by the affirmative vote of a majority of the directors then in office. The directors may, from time to time, increase or decrease the number of directors, provided that the directors shall not increase the number of directors to more than nineteen persons or decrease the number of directors to less than eleven persons and, provided further, that the directors shall not decrease the number of directors in any class to fewer than three persons. Any director's office that is created by an increase in the number of directors pursuant to action taken by the Board of Directors 4 may be filled by the vote of a majority of the directors then in office. In the event of any increase in the number of directors of any class, any additional director elected to such class shall hold office for a term which shall coincide with the unexpired term of suck class. No reduction in the number of directors by action taken by the shareholders or the directors shall, of itself, shorten the term or result in the removal of any incumbent director. Except where the law, the Articles of Incorporation or these Regulations require action to be authorized or taken by the shareholders, all of the authority of the Company shall be exercised by the directors. SECTION 2. Election of Directors, Term of Office. At each annual meeting of shareholders, or at a special meeting called for the purpose of electing directors, each successor to the directors of the class whose term shall expire in that year shall be elected for a term of three years and shall hold office until the third annual meeting of shareholders following his or her election as a director and until his or her successor is elected and qualified, or until his or her earlier resignation, removal from office or death. At a meeting of shareholders at which directors of any class are to be elected, only persons nominated as candidates shall be eligible for election as directors and the candidates receiving the greatest number of votes shall be elected. A separate election shall be held for each class of directors at any meeting of shareholders at which a member of more than one class of directors is being elected. Directors elected at the first election for Class I directors shall hold office for a term of three years; directors elected at the first election for Class II directors shall hold office for a term of two years; and directors elected at the first election for Class III directors shall hold office for a term of one year; and in each instance such directors shall hold office until their successors are elected and qualified. SECTION 3. Vacancies; Resignations, Removal of Directors. In the event of the occurrence of any vacancy or vacancies in the Board, however caused, the remaining directors, though less than a majority of the whole authorized number of directors, may, by the vote of a majority of their number, fill any such vacancy for the unexpired term of the class in which such vacancy occurred. Any director may resign at any time by oral statement to that effect made at a meeting of the Board or in a writing to that effect delivered to the Secretary, such resignation to take effect immediately or at such other time as the director may specify. All the directors, or all the directors of a particular class, or any individual director, may be removed from office by the vote of the holders of shares entitling them to exercise two-thirds of the voting power of the Company entitled to vote to elect directors in place of the director or directors to be removed, provided that unless all the directors, or all the directors of a particular class, are removed, no individual director shall be removed if the votes of a sufficient number of shares are cast against such director's removal which, if cumulatively voted at an election of all the directors, or all of the directors of a particular class, as the case may be, would be sufficient to elect at least one director; provided further, that, if shareholders do not have the right to vote cumulatively under the law of Ohio or the Articles of Incorporation, such directors, class of directors or individual director may be removed from office by the vote of the holders of shares entitling them to exercise two-thirds of the voting power of the Company entitled to vote to elect directors in place of the director or directors to be removed. In the event of any 5 such removal, a new director may be elected at the same meeting for the unexpired term of each director removed. Failure to elect a director to fill the unexpired term of any director so removed from office shall be deemed to create a vacancy in the Board of Directors. Notwithstanding Article X of these Regulations, the provisions of this Section 3 of Article II may be amended, repealed or supplemented only by the shareholders at a meeting held for such purpose by the affirmative vote of the holders of shares entitling them to exercise two-thirds of the voting power of the Company on such proposal. SECTION 4. Meetings. Immediately after each annual meeting of the shareholders, the newly elected directors shall hold an organization meeting for the purpose of electing officers and transacting any other business. Notice of such meeting need not be given. Other meetings of the Board may be held at any time within or without the State of Ohio in accordance with the bylaws, resolutions, or other action by the Board. Unless otherwise expressly stated in the notice thereof, any business may be transacted at any meeting of the Board. SECTION 5. Quorum; Adjournment. A quorum of the Board shall consist of a majority of the directors then in office; provided that a majority of the directors present at a meeting duly held, whether or not a quorum is present, may adjourn such meeting from time to time; if any meeting is adjourned, notice of adjournment need not be given if the time and place to which it is adjourned are fixed and announced at such meeting. At each meeting of the Board at which a quorum is present, all questions and business shall be determined by a majority vote of those present except as in these Regulations otherwise expressly provided. SECTION 6. Committees. The Board may from time to time create or appoint an Executive Committee, a Finance Committee, a combined Executive and Finance Committee, and any other committee or committees deemed advisable by the Board for the proper transaction of the Company's business. Any such committee shall be composed of not less than three directors (not less than five directors in the case of an Executive and Finance Committee), each of whom shall serve at the pleasure of, and be subject at all times to the control and direction of, the Board. Any such committee shall act only in the intervals between meetings of the Board and shall have such authority as adheres to the committee by virtue of the provisions of this section or as may, from time to time, be delegated by the Board, except that no committee shall have authority to fill vacancies in the Board or in any committee of the Board. Subject to the aforesaid exceptions, and in the absence of express delegation of authority by the Board, the Executive Committee may transact all business and do and perform all things which may or might be transacted or done by the Board, the Finance Committee shall have the authority usually and ordinarily possessed by finance committees, and the combined Executive and Finance Committee shall have the aforesaid authority of the Executive Committee and of the Finance Committee. Subject to the aforesaid exceptions with respect to the filling of vacancies in the Board or in any committee, any person dealing with the Company shall be entitled to rely upon any act of, or authorization of any act by, such committees, to the same extent as an act or authorization of the Board. Each committee shall keep full and complete records of all meetings and actions, which shall be open to inspection 6 by the directors. Unless otherwise ordered by the Board, any such committee may prescribe its own rules for calling and holding meetings, and for its own method of procedure, and may act by a majority of its members at a meeting or without a meeting by a writing or writings signed by all of its members. The directors may appoint one or more alternate members of any such committee to take the place of any absent member or members at any meeting of such committee and, if permitted by law, to join in any action of such committee authorized or taken without a meeting; each such alternate shall serve at the pleasure of, and be subject at all times to the control and direction of, the Board. SECTION 7. Bylaws. The Board may adopt bylaws for its own government, not inconsistent with the Articles of Incorporation or these Regulations. ARTICLE III OFFICERS SECTION 1. Election and Designation of Officers. The Board, at its organization meeting, may elect a Chairman of the Board and shall elect a President, a Secretary, a Treasurer, and, in its discretion, at any meeting of the Board, may elect one or more Vice Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, a Comptroller, one or more Assistant Controllers, and such other officers as the Board may deem necessary. The Chairman of the Board and the President shall be directors, but no one of the other officers need be a director. Any two or more of such offices may be held by the same person, but no officer shall execute, acknowledge, or verify any instrument in more than one capacity, if such instrument is required to be executed, acknowledged, or verified by two or more officers. SECTION 2. Term of Office; Vacancies. The officers of the Company shall hold office until the next organization meeting of the Board and until their successors are elected, except in case of resignation, death, or removal. The Board may remove any officer at any time with or without cause by a two-thirds vote of the members of the Board then in office. Any vacancy in any office may be filled by the Board. SECTION 3. Chairman of the Board. The Chairman of the Board, if any, shall preside at all meetings of shareholders and of the Board and shall have such authority and perform such duties as the Board may determine. SECTION 4. President. Except for meetings at which the Chairman of the Board, if any, presides in accordance with the preceding Section, the President shall preside at all meetings of shareholders and of the Board. Subject to directions of the Board, he shall have general executive supervision over the property, business, and affairs of the Company. SECTION 5. Vice Presidents. In case of the absence or disability of the President, or when circumstances prevent the President from acting, the Vice Presidents of the Company shall perform all the duties and possess all the authority of the President, and shall have priority in the performance of such duties and exercise of such authority in the order of their election by the Board. 7 SECTION 6. Secretary. The Secretary shall keep the minutes of meetings of the shareholders and of the Board. He shall keep such books as may be required by the Board, and shall give notices of shareholders' meetings and of Board meetings required by law, or by these Regulations, or otherwise. SECTION 7. Treasurer. The Treasurer shall receive and have in charge all money, bills, notes, bonds, stocks in other corporations, and similar property belonging to the Company, and shall do with the same as may be ordered by the Board. He shall keep accurate financial accounts and hold the same open for the inspection and examination of the directors. SECTION 8. Comptroller. The Comptroller shall exercise a general check upon the disbursement of funds of the Company and shall have general charge and supervision of the preparation of financial reports. SECTION 9. Other Officers. The Assistant Secretaries, Assistant Treasurers, and Assistant Comptrollers, if any, in addition to such authority and duties as the Board may determine, shall have such authority and perform such duties as may be directed by their respective principal officers. SECTION 10. Authority and Duties. The officers shall have such authority and perform such duties, in addition to those specifically set forth in these Regulations, as the Board may determine. The Board is authorized to delegate the duties of any officer to any other officer and generally to control the action of the officers and to require the performance of duties in addition to those mentioned herein. ARTICLE IV COMPENSATION The Board, by the affirmative vote of a majority of the directors in office, and irrespective of any personal interest of any of them, shall have authority to establish reasonable compensation, which may include pension, disability and death benefits, for services to the Company by directors and officers, or to delegate such authority to one or more officers or directors. ARTICLE V INDEMNIFICATION The Company shall indemnify each person who is or was a director, officer or employee of the Company, or of any other corporation which he served as such at the request of the Company, against any and all liability and reasonable expense that may be incurred by him in connection with or resulting from any claim, action, suit, or proceeding (whether brought by or in the right of the Company or such other corporation or otherwise), civil or criminal, or in connection with an appeal relating thereto, in which he may 8 become involved, as a party or otherwise, by reason of his being or having been a director, officer, or employee of the Company or of such other corporation, or by reason of any past or future action taken or not taken in his capacity as such director, officer, or employee, whether or not he continues to be such at the time such liability or expense is incurred, provided such person acted, in good faith, in what he reasonably believed to be the best interests of the Company or such other corporation, as the case may be, and, in addition, in any criminal action or proceeding, had no reasonable cause to believe that his conduct was unlawful. As used in this Article, the terms "liability" and "expense" shall include, but shall not be limited to, counsel fees and disbursements and amounts of judgments, fines, or penalties against, and amounts paid in settlement by, a director, officer, or employee, other than amounts paid to the Company itself or to such other corporation served at the Company's request. The termination of any claim, action, suit, or proceeding, civil or criminal, by judgment, settlement (whether with or without court approval) or conviction or upon a plea of guilty or of nolo contendere, or its equivalent, shall not create a presumption that a director, officer, or employee did not meet the standards of conduct set forth in the first sentence of this Article. Any such director, officer, or employee referred to in this Article who has been wholly successful, on the merits or otherwise, with respect to any claim, action, suit, or proceeding of the character described herein shall be entitled to indemnification as of right. Except as provided in the preceding sentence, any indemnification hereunder shall be made at the discretion of the Company, but only if (1) the Board, acting by a quorum consisting of directors who are not parties to (or who have been wholly successful with respect to) such claim, action, suit, or proceeding, shall find that the director, officer, or employee has met the standards of conduct set forth in the first sentence of this Article, or (2) independent legal counsel (who may be the regular counsel of the Company) shall deliver to it their written advice that, in their opinion, such director, officer, or employee has met such standards. Expense incurred with respect to any such claim, action, suit, or proceeding may be advanced by the Company prior to the final disposition thereof upon receipt of an undertaking by or on behalf of the recipient to repay such amount unless it shall ultimately be determined that he is entitled to indemnification under this Article. The rights of indemnification provided in this Article shall be in addition to any rights to which any person concerned may otherwise be entitled by contract or as a matter of law, and shall inure to the benefit of the heirs, executors, and administrators of any such person. ARTICLE VI RECORD DATES For any lawful purpose, including, without limitation, the determination of the shareholders who are entitled to: (1) receive notice of or to vote at a meeting of shareholders, (2) receive payment of any dividend or distribution, (3) receive or exercise rights of purchase of or subscription for, or exchange or conversion of, shares or other securities, subject to contract rights with respect thereto, or 9 (4) participate in the execution of written consents, waivers, or releases, the Board may fix a record date which shall not be a date earlier than the date on which the record date is fixed and, in the cases provided for in clauses (1), (2), and (3) above, shall not be more than sixty days preceding the date of the meeting of shareholders, or the date fixed for the payment of any dividend or distribution, or the date fixed for the receipt or the exercise of rights, as the case may be. The record date for the purpose of the determination of the shareholders who are entitled to receive notice of or to vote at a meeting of shareholders shall continue to be the record date for all adjournments of such meeting, unless the Board or the persons who shall have fixed the original record date shall, subject to the limitations set forth in this Article, fix another date, and in case a new record date is so fixed, notice thereof and of the date to which the meeting shall have been adjourned shall be given to shareholders of record as of such date in accordance with the same requirements as those applying to a meeting newly called. The Board may close the share transfer books against transfers of shares during the whole or any part of the period provided for in this Article, including the date of the meeting of shareholders and the period ending with the date, if any, to which adjourned. ARTICLE VII EXECUTION OF DOCUMENTS Except as otherwise provided in these Regulations, or by specific or general resolutions of the Board, all documents evidencing conveyances by or contracts or other obligations of the Company shall be signed by the Chairman of the Board, if any, the President, or a Vice President, and attested by the Secretary or an Assistant Secretary. ARTICLE VIII CERTIFICATES FOR SHARES SECTION 1. Form of Certificates and Signatures. Each holder of shares is entitled to one or more certificates, signed by the Chairman of the Board or the President or a Vice President and by the Secretary, an Assistant Secretary, the Treasurer, or an Assistant Treasurer of the Company, which shall certify the number and class of shares held by him in the Company, but no certificate for shares shall be executed or delivered until such shares are fully paid. When such a certificate is countersigned by an incorporated transfer agent or registrar, the signature of any of said officers of the Company may be facsimile, engraved, stamped, or printed. Although any officer of the Company whose manual or facsimile signature is affixed to such a certificate so countersigned ceases to be such officer before the certificate is delivered, such certificate nevertheless shall be effective in all respects when delivered. 10 SECTION 2. Transfer of Shares. Shares of the Company shall be transferable upon the books of the Company by the holders thereof, in person, or by a duly authorized attorney, upon surrender and cancellation of certificates for a like number of shares of the same class or series, with duly executed assignment and power of transfer endorsed thereon or attached thereto, and with such proof of the authenticity of the signatures to such assignment and power of transfer as the Company or its agents may reasonably require. SECTION 3. Lost, Stolen, or Destroyed Certificates. The Company may issue a new certificate for shares in place of any certificate theretofore issued by it and alleged to have been lost, stolen, or destroyed, and the Board may, in its discretion, require the owner, or his legal representatives, to give the Company a bond containing such terms as the Board may require to protect the Company or any person injured by the execution and delivery of a new certificate. SECTION 4. Transfer Agents and Registrars. The Board may appoint, or revoke the appointment of, transfer agents and registrars and may require all certificates for shares to bear the signatures of such transfer agents and registrars, or any of them. The Board shall have authority to make all such rules and regulations as it may deem expedient concerning the issue, transfer, and registration of certificates for shares of the Company. ARTICLE IX AUTHORITY TO TRANSFER AND VOTE SECURITIES The Chairman of the Board, the President, and a Vice President of the Company are each authorized to sign the name of the Company and to perform all acts necessary to effect a transfer of any shares, bonds, other evidences of indebtedness or obligations, subscription rights, warrants, and other securities of another corporation owned by the Company and to issue the necessary powers of attorney for the same; and each such officer is authorized, on behalf of the Company, to vote such securities, to appoint proxies with respect thereto, and to execute consents, waivers, and releases with respect thereto, or to cause any such action to be taken. ARTICLE X AMENDMENTS The Regulations of the Company may be amended or new Regulations may be adopted by the shareholders, at a meeting held for such purpose by the affirmative vote of the holders of shares entitling them to exercise a majority of the voting power of the Company on such proposal or, without a meeting, by the written consent of the holders of shares entitling them to exercise two-thirds of the voting power on such proposal. 11 EX-4.3 7 l93286aexv4w3.txt EX-4.3 AMENDED & RESTATED RIGHTS AGREEMENT Exhibit 4.3 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- THE GOODYEAR TIRE & RUBBER COMPANY AND EQUISERVE TRUST COMPANY, N.A., SUCCESSOR RIGHTS AGENT AMENDED AND RESTATED RIGHTS AGREEMENT (EFFECTIVE APRIL 15, 2002) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- TABLE OF CONTENTS -----------------

-i- Section 17. Right Certificate Holder Not Deemed a Shareholder..............................................30 Section 18. Concerning the Rights Agent....................................................................30 Section 19. Merger or Consolidation or Change of Name of Rights Agent......................................30 Section 20. Duties of Rights Agent.........................................................................31 Section 21. Change of Rights Agent.........................................................................33 Section 22. Issuance of New Right Certificates.............................................................34 Section 23. Redemption and Termination.....................................................................34 Section 24. Exchange.......................................................................................36 Section 25. Notice of Certain Events.......................................................................37 Section 26. Notices........................................................................................38 Section 27. Supplements and Amendments.....................................................................38 Section 28. Successors.....................................................................................39 Section 29. Determinations and Actions by the Board of Directors, etc......................................39 Section 30. Benefits of This Agreement.....................................................................40 Section 31. Severability...................................................................................40 Section 32. Governing Law..................................................................................40 Section 33. Counterparts...................................................................................40 Section 34. Descriptive Headings...........................................................................40 Exhibit A Form of Articles of Amendment.................................................................A-1 Exhibit B Form of Rights Certificate....................................................................B-1 Exhibit C Summary of Rights to Purchase Preferred Stock.................................................C-1

-ii- AMENDED AND RESTATED RIGHTS AGREEMENT ------------------------------------- AMENDED AND RESTATED RIGHTS AGREEMENT, dated as of April 15, 2002 (the "Agreement"), between THE GOODYEAR TIRE & RUBBER COMPANY, a Ohio corporation (the "Company"), and EQUISERVE TRUST COMPANY, N.A., a Delaware corporation (the "Rights Agent"). W I T N E S S E T H: ------------------- WHEREAS, the Board of Directors of the Company on June 4, 1996 (the "Rights Dividend Declaration Date") authorized and declared a dividend distribution (the "Distribution") of one Right for each outstanding share of the Common Stock, without par value, of the Company (the "Common Stock") outstanding at the close of business on July 29, 1996 (the "Record Date") and has authorized the issuance of one Right (as such number may hereinafter be adjusted pursuant to the provisions of Section 11(i) hereof) in respect of each share of Common Stock issued (whether originally issued or delivered from the Company's treasury shares) between the Record Date and the earlier of the Distribution Date or the Expiration Date (as such terms are hereinafter defined), each Right initially representing the right to purchase, under certain circumstances, one one-hundredth of a share of Series B Preferred Stock having the rights, powers and preferences set forth in the Articles of Amendment attached hereto as Exhibit A, upon the terms and subject to the conditions hereinafter set forth (the "Rights"); NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows: SECTION 1. CERTAIN DEFINITIONS. For purposes of this Agreement, the following terms have the meanings indicated: (a) "Acquiring Person" shall mean any Person (as such term is hereinafter defined) who or which, together with all Affiliates (as such term is hereinafter defined) and Associates (as such term is hereinafter defined) of such Person, shall be the Beneficial Owner (as such term is hereinafter defined) of securities of the Company constituting a Substantial Block (as such term is hereinafter defined), but shall not include (i) the Company, any Subsidiary (as such term is hereinafter defined) of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any Person organized, appointed or established by the Company or any Subsidiary of the Company for or pursuant to the terms of any such plan, (ii) any Person who or which, together with all Affiliates and Associates of such Person, is a Permitted Institutional Investor (and has not thereafter become a Restricted Investor), (iii) any Person who or which, together with all 1 Affiliates and Associates of such Person, becomes the Beneficial Owner of a Substantial Block solely as a result of a change in the aggregate number of shares of the Common Stock or other voting securities of the Company outstanding since the last date on which such Person acquired Beneficial Ownership of any securities of the Company constituting such Substantial Block, or (iv) any Person who or which, together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of a Substantial Block in the good faith belief that such acquisition would not (x) cause such Person and its Affiliates and Associates to become the Beneficial Owner of a Substantial Block and such Person relied in good faith in computing the percentage of its voting power on publicly filed reports or documents of the Company which are inaccurate or out-of-date or (y) otherwise cause a Distribution Date or the adjustment provided for in Section 11(a) to occur. Notwithstanding clause (iv) of the prior sentence, if any Person that is not an Acquiring Person due to such clause (iv) does not cease to be the Beneficial Owner of a Substantial Block by the close of business on the last Business Day of a period to be determined by the Board of Directors of the Company and specified in a notice from the Company that such Person is the Beneficial Owner of a Substantial Block, such Person shall, at the end of such specified period, become an Acquiring Person (and such clause (iv) shall no longer apply to such Person). No failure by the Board of Directors of the Company to give such notice for a period of time, and no notice specifying a particular time period by which such Person must cease to be the Beneficial Owner of a Substantial Block, shall be deemed a waiver of the right of the Board of Directors to subsequently give or modify such notice. For purposes of this definition, the determination whether any Person acted in "good faith" shall be conclusively determined by the Board of Directors of the Company, acting by a vote of those directors of the Company whose approval would be required to redeem the Rights under Section 23 hereof. (b) "Act" shall have the meaning set forth in Section 9(c) hereof. (c) "Adjustment Shares" shall have the meaning set forth in Section 11(a)(ii) hereof. (d) "Affiliate" and "Associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act, as in effect on the date hereof. (e) "Agreement" shall have the meaning set forth in the introduction hereto. (f) A Person shall be deemed the "Beneficial Owner" of and shall be deemed to "beneficially own" any securities: (i) which such Person or any of such Person's Affiliates or Associates has, directly or indirectly, the right to acquire (whether such right is exercisable immediately or only after the passage of time or upon the occurrence of an event) pursuant to any agreement, arrangement or understanding (whether or not in 2 writing), or upon the exercise of conversion rights, exchange rights, rights, warrants or options, or otherwise; provided, however, that a Person shall not be deemed the "Beneficial Owner" of, or to "beneficially own," (1) securities tendered pursuant to a tender or exchange offer made by such Person or any of such Person's Affiliates or Associates until such tendered securities are accepted for purchase or exchange, (2) securities issuable upon exercise of Rights at any time prior to the occurrence of a Triggering Event, or (3) securities issuable upon exercise of Rights from and after the occurrence of a Triggering Event (as such term is hereinafter defined), which Rights were acquired by such Person or any of such Person's Affiliates or Associates prior to the Distribution Date or pursuant to Section 3(a) hereof ("Original Rights") or pursuant to Section 11(i) or Section 22 hereof in connection with an adjustment made with respect to any Original Rights; or (ii) which such Person or any of such Person's Affiliates or Associates has, directly or indirectly, the right to vote or dispose of or has "beneficial ownership" of (as determined pursuant to Rule 13d-3 of the General Rules and Regulations under the Exchange Act), including pursuant to any agreement, arrangement or understanding (whether or not in writing); provided, however, that a Person shall not be deemed the Beneficial Owner of, or to "beneficially own," any security under this subparagraph (ii) if the agreement, arrangement or understanding to vote such security (1) arises solely from a revocable proxy given in response to a public proxy or consent solicitation made pursuant to, and in accordance with, the applicable rules and regulations of the Exchange Act and (2) is not then reportable on Schedule 13D under the Exchange Act (or any comparable or successor report); (iii) which are beneficially owned, directly or indirectly, by any other Person with which such Person or any of such Person's Affiliates or Associates has any agreement, arrangement or understanding (whether or not in writing) for the purpose of acquiring, holding, voting (except pursuant to a revocable proxy as described in the proviso to subparagraph (ii) of this paragraph (f)) or disposing of any securities of the Company; or (iv) which are directly, indirectly or constructively owned by such Person or any of such Person's Affiliates or Associates, within the meaning of Section 958 of the Internal Revenue Code of 1986, as amended. Notwithstanding the foregoing, nothing contained in this definition shall cause a Person ordinarily engaged in business as an underwriter of securities to be the "Beneficial Owner" of, or to "beneficially own, any securities acquired in a bona fide firm commitment underwriting pursuant to an underwriting agreement with the Company. (g) "Business Day" shall mean any day other than a Saturday, Sunday, or a day on which banking institutions in either the State of Ohio or the state (if other than Ohio) in which the principal office of the Rights Agent are authorized or obligated by law or 3 executive order to close. (h) "Certification" shall have the meaning set forth in Section 18 hereof. (i) "close of business" on any given date shall mean 5:00 P.M., Akron time, on such date; provided, however, if such date is not a Business Day it shall mean 5:00 P.M., Akron time, on the next succeeding Business Day. (j) "Common Stock" when used with reference to the Company shall mean the Common Stock, without par value, of the Company. "Common Stock" when used with reference to any Person other than the Company shall mean the capital stock with the greatest voting power of such Person or the equity securities or other equity interest having power to control or direct the management of such Person. (k) "common stock equivalent" shall have the meaning set forth in Section 11(a)(iii). (l) "Company" shall mean The Goodyear Tire & Rubber Company, an Ohio corporation. (m) "Current Value" shall have the meaning set forth in Section 11(a)(iii) hereof. (n) "current market price" shall have the meaning set forth in Section 11(d) hereof. (o) "Distribution" shall have the meaning set forth in the recitals hereto. (p) "Distribution Date" shall mean the earlier of (i) the close of business on the tenth Business Day after the Shares Acquisition Date (or, if the tenth Business Day after the Shares Acquisition Date occurs before the Record Date, the close of business on the Record Date) or (ii) the close of business on the tenth Business Day after the date of the commencement of, or first public announcement of the intent of any Person to commence, a tender or exchange offer if, upon consummation thereof, such Person would be an Acquiring Person. (q) "Divestiture Period" shall mean the 180 day period following the date any Permitted Institutional Investor files, or is required to file, a Schedule 13D with the Securities and Exchange Commission in respect of the Common Stock. (r) "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended. (s) "Exchange Ratio" shall have the meaning set forth in Section 24(a) hereof. (t) "Expiration Date" shall mean the earlier of (i) the Final Expiration Date, (ii) the 4 time at which the Rights are redeemed as provided in Section 23 hereof, or (iii) the time at which all exercisable Rights are exchanged as provided in Section 24 hereof. (u) "Final Expiration Date" shall mean the close of business on July 29, 2006. (v) "Independent Director" shall mean any member of the Board of Directors of the Company, while such person is a member of the Board, who is not an Acquiring Person, or an Affiliate or Associate of an Acquiring Person, or a representative or nominee of an Acquiring Person or any such Affiliate or Associate, and was a member of the Board prior to the time that any Person becomes an Acquiring Person, and any successor of any Independent Director, while such successor is a member of the Board, who is not an Acquiring Person or an Affiliate or Associate of an Acquiring Person, or a representative or nominee of an Acquiring Person or of any such Affiliate or Associate, and is elected by a vote of the shareholders of the Company or by a majority of the Independent Directors; provided, that any member of the Board who is a Qualified Acquiring Person, or an Affiliate or Associate of a Qualified Acquiring Person or a representative or nominee of a Qualified Acquiring Person or of any such Affiliate or Associate, who was elected by the shareholders of the Company or by a majority of the Independent Directors shall also be an Independent Director. (w) "Original Rights" shall have the meaning set forth in the definition of "Beneficial Owner" above. (x) "Permitted Institutional Investor" shall mean any Qualified Institutional Investor that is not required to file with the Securities and Exchange Commission a Schedule 13D (or any successor form) in respect of the Common Stock; provided that such Person (a) is not and does not become the Beneficial Owner of a Prohibited Block and (b) is not and does not become Restricted Investor; and provided further that such person shall have delivered a Permitted Institutional Investor Certification to the Company prior to becoming the Beneficial Owner of a Substantial Block. For avoidance of doubt, in the event a Permitted Institutional Investor becomes the Beneficial Owner of securities of the Company constituting a Prohibited Block, such Person shall immediately be deemed to be an Acquiring Person. (y) "Permitted Institutional Investor Certification" shall mean a written representation of a Person, together with all Affiliates and Associates of such Person, including its control persons and parent holding companies, to the Company in substantially the following form: [Each of] the Undersigned is not required, and does not presently intend or expect to be required, to filed a Schedule 13D with the Securities and Exchange Commission with respect to the common stock of The Goodyear Tire & Rubber Company it now or hereafter beneficially owns (as defined in Rule 13d-3 of the General Rules and Regulations under the Securities Exchange Act 5 of 1934). (z) "Person" shall mean any individual, firm, corporation, partnership, association, joint stock company, trust, business trust, government or political subdivision, any unincorporated organization, or any other association or entity, including any "group" within the meaning of Section 13(d)(3) of the Exchange Act and the General Rules and Regulations thereunder. (aa) "Preferred Stock" shall mean shares of Series B Preferred Stock, without par value, of the Company having the rights and preferences set forth in the form of Certificate of Amendment To Amended Articles of Incorporation attached to this Agreement as Exhibit A. (bb) "Principal Party" shall have the meaning set forth in Section 13(b) hereof. (cc) "Prohibited Block" shall mean a number of shares of the Common Stock equal to or in excess of 20% of the number of shares of the Common Stock then outstanding. (dd) "Purchase Price" shall mean initially $250 per one one-hundredth of a share of Preferred Stock and shall be subject to adjustment from time to time as provided in this Agreement. (ee) "Qualified Acquiring Person" shall mean any Person (including an Acquiring Person) who or which has made a Qualified Offer. (ff) "Qualified Institutional Investor" shall mean any of the following Persons, together with all Affiliates and Associates of such Person, including its control persons and parent holding companies: (i) a bank as defined in Section 3(a)(6) of the Exchange Act, (ii) an insurance company as defined in Section 3(a)(19) of the Exchange Act, (iii) an investment company registered under Section 8 of the Investment Company Act of 1940, or (iv) any Person registered as an investment adviser under Section 203 of the Investment Advisors Act of 1940. (gg) "Qualified Offer" shall mean an offer for all of the outstanding shares of the Common Stock which meets all of the following requirements: (i) such offer is: (1) an all-cash offer for all of the shares of the Common Stock outstanding and the Person making the offer (prior to the date such offer is commenced within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act) has (A) cash or cash equivalents on hand for the full amount necessary to consummate such all-cash offer and has irrevocably 6 committed in writing to the Company to utilize such cash or cash equivalents for such purpose, or (B) has obtained financing in the full amount necessary to consummate such offer and has entered into, and provided to the Company with complete copies of, definitive financing agreements for funds for such offer which, when added to the amount of cash and cash equivalents available as provided in clause (A) above, are in an amount not less than the full amount necessary to consummate such offer, which agreements are with one or more responsible financial institutions having the capacity to provide such funds; where "the full amount" shall be an amount sufficient to pay for all shares of the Common Stock outstanding on a fully diluted basis in cash pursuant to the offer and to pay all related expenses; or (2) an exchange or other similar offer to acquire all of the shares of the Common Stock outstanding for securities or a combination of securities and cash (which cash component, if any, shall be fully-financed as provided at subpart (1) above); and (ii) such offer remains open for at least 60 Business Days; provided, however, that (A) if there is an increase in the price of such offer, such amended offer shall remain open for at least an additional 30 Business Days after the last such increase, and (B) such offer must remain open for at least an additional 30 Business Days after the date, if any, on which such Person reduces the per share price offered; and (iii) such offer is accompanied by a written opinion, in customary form, of a nationally recognized investment banking firm which is addressed to the Company and the holders of the Common Stock (other than the Person making such offer) and states that the consideration to be paid (whether in cash, securities or a combination of cash and securities) to the holders of the Common Stock pursuant to the offer is fair to such holders from a financial point of view and includes any written presentation of such firm showing the analysis and range of values underlying such conclusion and such written opinion is dated, and is provided to the Company, within five Business Days and not less than two Business Days prior to the date such offer is commenced, and an updated 7 version of such opinion is dated and provided to the Company with two Business Days prior to the date the offer is consummated. (hh) "Record Date" shall mean the close of business on July 29, 1996. (ii) "Redemption Price" shall have the meaning set forth in Section 23(a) hereof. (jj) "Restricted Investor" shall mean a Permitted Institutional Investor that is the Beneficial Owner of securities of the Company constituting a Substantial Block, but not a Prohibited Block, that files, or is or becomes required to file, with the Securities and Exchange Commission a Schedule 13D in respect of the Common Stock, and either (i) has not reduced its beneficial ownership of Common Stock to an amount below a Substantial Block within the Divestiture Period or (ii) during the Divestiture Period (while the Beneficial Owner of a Substantial Block) takes any of the following actions: (A) calls, or supports the call, of a special meeting of shareholders of the Company; (B) nominates (or votes for) candidates for director of the Company not nominated by the Nominating Committee of the Board of Directors of the Company; (C) engages in any conduct intended to change or influence control (as defined in 12 CFR 225.2(e)) over the Company; or (D) publicly announces its intent to acquire additional shares of Common Stock or to not reduce its holdings to less than a Substantial Block, or to sell or otherwise transfer any shares of Common Stock beneficially owned by it to another Person that, together with all Affiliates and Associates of such Person, intends to acquire more than a Substantial Block. A Permitted Institutional Investor shall become a Restricted Investor upon the occurrence of any of the events described in (i) or (ii) of the immediately preceding sentence. A Permitted Institutional Investor shall be deemed to be an Acquiring Person on the date such Person becomes a Restricted Investor. (kk) "Right Certificate" shall have the meaning set forth in Section 3(a) hereof. (ll) "Rights" shall have the meaning set forth in the recitals hereto. (mm) "Rights Agent" shall mean EquiServe Trust Company, N.A, and its successors and assigns, the successor rights agent to First Chicago Trust Company of New York. (nn) "Rights Dividend Declaration Date" shall mean June 4, 1996. (oo) "Section 11(a)(ii) Event" shall mean any event described in Section 11(a)(ii). (pp) "Section 11(a)(ii) Trigger Date"shall have the meaning set forth in Section 11(a)(iii). (qq) "Section 13 Event" shall mean any event described in Section 13(a). 8 (rr) "Shares Acquisition Date" shall mean the first date of public announcement (which, for purposes of this definition, includes a report filed pursuant to Section 13(d) of the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such. (ss) "Spread" shall have the meaning set forth in Section 11(a)(iii) hereof. (tt) "Subsidiary" shall mean, with reference to any Person, any corporation (or other legal entity) of which an amount of voting securities (or comparable ownership interests) sufficient to elect at least a majority of the directors (or comparable persons) of such corporation (or other legal entity) is beneficially owned or otherwise controlled, directly or indirectly, by such Person. (uu) "Substantial Block" shall mean a number of shares of the Common Stock equal to or in excess of 15% of the number of shares of the Common Stock then outstanding. (vv) "Substitution Period" shall have the meaning set forth in Section 11(a)(iii) hereof. (ww) "Summary of Rights" shall have the meaning set forth in Section 3(b) hereof. (xx) "Trading Day" shall have the meaning set forth in Section 11(d) hereof. (yy) "Triggering Event" shall mean any Section 11(a)(ii) Event or Section 13 Event. (zz) "Voting Shares" shall mean all capital stock of the Company authorized to be issued from time to time under the Amended Articles of Incorporation of the Company which by its terms may be voted on all matters submitted to shareholders of the Company generally. SECTION 2. APPOINTMENT OF RIGHTS AGENT. The Company hereby appoints the Rights Agent to act as agent for the Company in accordance with the terms and conditions hereof, and the Rights Agent hereby accepts such appointment. The Company may from time to time act as Co-Rights Agent and may from time to time, upon ten calendar days' written notice to the Rights Agent, appoint such other Co-Rights Agents as it may deem necessary or desirable. In no event shall the Rights Agent have any duty to supervise or in any way be liable for such Co-Rights Agents. SECTION 3. ISSUE OF RIGHT CERTIFICATES. (a) Until the Distribution Date, (i) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates 9 for the Common Stock shall be deemed also to be Right Certificates) and not by separate Right Certificates, and (ii) the right to receive Right Certificates will be transferable only in connection with the transfer of the Common Stock. As soon as practicable after receipt by the Rights Agent of written notice from the Company of the Distribution Date, the Rights Agent, at the Company's expense, will send by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto, evidencing one Right for each share of the Common Stock so held, subject to adjustment as provided herein. As of and after the close of business on the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) As soon as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Common Stock, in substantially the form attached hereto as Exhibit C (the "Summary of Rights"), by prepaid mail, to each record holder of the Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock, and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any of the certificates for the Common Stock outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. (c) Rights shall be issued in respect of all shares of Common Stock issued after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares of Common Stock shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Amended and Restated Rights Agreement between THE GOODYEAR TIRE & RUBBER COMPANY and EQUISERVE TRUST COMPANY, N.A., as Rights Agent, dated as of April 15, 2002 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of THE GOODYEAR TIRE & RUBBER COMPANY. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. THE GOODYEAR TIRE & RUBBER COMPANY will mail to the holder of this certificate a copy of the Rights Agreement (as in effect on the date of mailing) without charge promptly after receipt of a written request therefor. Under certain circumstances, Rights which are or were beneficially owned by Acquiring Persons or their Affiliates or Associates (as such terms are defined in the Rights Agreement), and any subsequent holder of such Rights, may become null and void. 10 After the due execution of any supplement or amendment to this Agreement in accordance with the terms hereof, the reference to this Agreement in the foregoing legend shall mean the Agreement as so supplemented or amended. Until the Distribution Date, the Rights associated with the Common Stock represented by certificates containing the foregoing legend shall be evidenced by such certificates alone, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. SECTION 4. FORM OF RIGHT CERTIFICATES. (a) The Right Certificates (and the forms of election to purchase shares and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed, or to conform to usage. The Right Certificates shall be in machine-printable format and in a form reasonably satisfactory to the Rights Agent. Subject to the provisions of Section 11 and Section 22 hereof, the Right Certificates, whenever distributed, shall be dated as of the Record Date, shall show the date of countersignature, and on their face shall entitle the holders thereof to purchase such number of one one-hundredth of a share of Preferred Stock (or following a Triggering Event, Common Stock, other securities, cash or other assets, as the case may be) as shall be set forth therein at the Purchase Price per share set forth therein, but the number of such shares and the Purchase Price shall be subject to adjustment as provided herein. (b) Any Right Certificate issued pursuant to Section 3(a), 6, 7(e), 11(i) or 22 hereof that represents Rights beneficially owned by: (i) an Acquiring Person or any Associate or Affiliate of an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee after the Acquiring Person becomes such, or (iii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom such Acquiring Person has any continuing agreement, arrangement or understanding (whether or not in writing) regarding the transferred Rights or (B) a transfer which the Board of Directors of the Company has determined is part of a plan, arrangement or understanding (whether or not in writing) which has as a primary purpose or effect avoidance of Section 7(e) hereof, and any Right Certificate issued pursuant to Section 6, Section 11 or Section 22 hereof upon transfer, exchange, replacement or adjustment of any other Right Certificate referred to in this sentence, shall contain (to the extent feasible) the following legend: The Rights represented by this Right Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights 11 Agreement). Accordingly, this Right Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of the Rights Agreement. SECTION 5. COUNTERSIGNATURE AND REGISTRATION. (a) The Right Certificates shall be executed on behalf of the Company in the manner provided in the Code of Regulations of the Company for Common Stock certificates. The Right Certificates shall be manually countersigned by an authorized signatory of the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless may be countersigned by the Rights Agent, issued and delivered with the same force and effect as though the person who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer. (b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its office designated for such purpose, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the date of each of the Right Certificates. SECTION 6. TRANSFER, SPLIT UP, COMBINATION AND EXCHANGE OF RIGHT CERTIFICATES; MUTILATED, DESTROYED, LOST OR STOLEN RIGHT CERTIFICATES. (a) Subject to the provisions of Section 4(b), 7(e) and Section 14 hereof, at any time after the close of business on the Distribution Date, and at or prior to the close of business on the Expiration Date, any Right Certificate or Certificates may be transferred, split up, combined or exchanged for another Right Certificate or Right Certificates, entitling the registered holder to purchase a like number of one one-hundredths of a share of Preferred Stock (or following a Triggering Event, Common Stock, other securities, cash or other assets, as the case may be) as the Right Certificate or Right Certificates surrendered then entitled such holder (or former holder in the case of a transfer) to purchase. Any registered holder desiring to transfer, split up, combine or exchange any Right Certificates shall make such request in writing delivered to the Rights Agent, and shall surrender the Right Certificate or Right Certificates to be transferred, split up, combined or exchanged at the principal office of the Rights Agent for such purpose. Neither the Rights Agent nor the Company shall be obligated to take any action whatsoever with respect to the transfer of any such surrendered Right Certificate until the registered holder shall have completed and signed the certificate contained in the form of assignment on the reverse side of such Right Certificate and shall have provided such additional evidence of the identity of the Beneficial Owner or former Beneficial Owner or Affiliates or Associates of such Beneficial, or of any other Person with which such holder or any of such holder's Affiliates or Associates has any agreement, arrangement or understanding (whether or not in writing) for the purpose of acquiring, holding, voting or disposing of securities of the Company, 12 as the Company shall reasonably request. Thereupon the Rights Agent shall, subject to Section 4(b), Section 7(e), Section 14 and Section 20(k) hereof, countersign and deliver to the Person entitled thereto a Right Certificate or Right Certificates, as the case may be, as so requested. The Company may require payment from a Right Certificates holder of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer, split up, combination or exchange of Right Certificates. (b) Upon receipt by the Company and the Right's Agent of evidence reasonably satisfactory to them of the loss, theft, destruction or mutilation of a Right Certificate, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to them, along with a signature guarantee and such other and further documentation as the Rights Agent may reasonably request, and if requested by the Company, reimbursement to the Company and the Rights Agent of all reasonable expenses incidental thereto, and upon surrender to the Rights Agent and cancellation of the Right Certificate if mutilated, the Company will make and deliver a new Right Certificate of like tenor to the Rights Agent for delivery to the registered owner in lieu of the Right Certificate so lost, stolen, destroyed or mutilated. SECTION 7. EXERCISE OF RIGHTS; PURCHASE PRICE; EXPIRATION DATE OF RIGHTS. (a) Subject to Section 7(e) hereof, the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, including, without limitation, the restrictions on exercisability set forth in Sections 9(c), 11(a)(iii), 23(a) and 24(b) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the office of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price for the total number of one one-hundredths of a share of Preferred Stock (or other securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the Expiration Date. (b) The Purchase Price for each one one-hundredth of a share of Preferred Stock pursuant to the exercise of a Right shall initially be $250.00, shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof and shall be payable in lawful money of the United States of America in accordance with Section 7(c) below. (c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and the certificate on the reverse side thereof duly executed and completed accompanied by payment of the Purchase Price per one one-hundredth of a share of Preferred Stock (or other securities, cash or other assets, as the case may be) to be purchased and an amount equal to any applicable transfer tax in cash, or by certified check or bank draft payable to the order of the Company, the Rights Agent shall thereupon, subject to Section 20(k) hereof, thereupon promptly (i) requisition from the Company certificates for the total number of one one-hundredths of a share of Preferred Stock to be purchased, (ii) if the Company shall have elected to deposit the total number of shares of Preferred Stock issuable upon exercise of the Rights hereunder with a depositary agent, requisition from the depositary agent depositary receipts representing such number 13 of one one-hundredths of a share of Preferred Stock as are to be purchased (in which case certificates for the shares of Preferred Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with such request, (iii) when appropriate, requisition from any transfer agent of the Common Stock of the Company certificates for the total number of shares of Common Stock to be paid in accordance with Section 11(a)(i) and 11(a)(iii), (iv) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional shares in accordance with Section 14, (v) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder, and (vi) when appropriate, after receipt promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. The payment of the then Purchase Price must be made in cash or by certified bank check or bank draft or money order payable to the order of the Company. In the event that the Company is obligated to issue other securities (including Common Stock), pay cash or distribute other property pursuant to Section 11(a) hereof, the Company will make all arrangements necessary so that such other securities, cash or other property are available for distribution or payment by the Rights Agent, if and when appropriate. (d) In case the registered holder of any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Right Certificate or to his duly authorized assigns, subject to the provisions of Section 14 hereof. (e) Notwithstanding anything in this Agreement to the contrary, from and after the first occurrence of a Section 11(a)(ii) Event, any Rights beneficially owned by (i) an Acquiring Person or an Associate or Affiliate of an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee after the Acquiring Person becomes such, or (iii) a transferee of an Acquiring Person or of any such Associate or Affiliate who becomes a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person which whom the Acquiring Person has any continuing agreement, arrangement or understanding (whether or not in writing) regarding the transferred Rights or (B) a transfer which the Board of Directors of the Company has determined is part of a plan, arrangement or understanding (whether or not in writing) which has as a primary purpose or effect the avoidance of this Section 7(e), shall become null and void without any further action and no holder of such Rights shall have any rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The Company shall use all reasonable efforts to insure that the provisions of this Section 7(e) and Section 4(b) hereof are complied with, but shall have no liability to any holder of Right Certificates or other Person as a result of its failure to make any determinations with respect to an Acquiring Person, or any of its Affiliates, Associates or transferees hereunder. (f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon 14 the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and signed the certificate contained in the form of election to purchase set forth on the reverse side of the Right Certificate surrendered for such exercise, and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner), Affiliates or Associates, or of any other Person with which such holder or any of such holder's Affiliates or Associates has any agreement, arrangement or understanding (whether or not in writing) for the purpose of acquiring, holding, voting or disposing of any securities of the Company, as the Company shall reasonably request. SECTION 8. CANCELLATION AND DESTRUCTION OF RIGHT CERTIFICATES. All Right Certificates surrendered for the purpose of exercise, transfer, split up, combination or exchange shall, if surrendered to the Company or to any of its agents, be delivered to the Rights Agent for cancellation or in canceled form, or, if surrendered to the Rights Agent, shall be canceled by it, and no Right Certificates shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Rights Agreement. The Company shall deliver to the Rights Agent for cancellation and retirement, and the Rights Agent shall so cancel and retire, any other Right Certificate purchased or acquired by the Company otherwise than upon the exercise thereof. The Rights Agent shall deliver all canceled Right Certificates to the Company, or shall, at the written request of the Company, destroy such canceled Right Certificates, and in such case shall deliver a certificate of destruction thereof to the Company. SECTION 9. RESERVATION AND AVAILABILITY OF SHARES OF CAPITAL STOCK. The Company covenants and agrees that: (a) It will, subject to Section 11(a)(iii), prior to the Distribution Date, seek to cause to be reserved and kept available out of its authorized and unissued Preferred Stock (and, following the occurrence of a Triggering Event, out of its authorized and unissued shares of Common Stock or its authorized and issued Common Stock held in treasury and/or other securities), the number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) that, as provided in this Agreement, will be sufficient to permit the exercise in full of all outstanding Rights (it being understood that any of the foregoing shares or securities may also be reserved for other purposes) or will take such other steps as are appropriate to assure that the number of such shares or securities (or their equivalents) sufficient to permit the exercise in full of all outstanding Rights will be available upon such exercise. (b) So long as Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) issuable upon the exercise of Rights may be listed on any national securities exchange, it will use its best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. (c) It will use its best efforts to (i) file, as soon as practicable following the first occurrence of a section 11(a)(ii) Event, or as soon as required by law, as the case may be, a registration statement under the Securities Act of 1933, as amended (the "Act"), with respect to the securities 15 purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities, and (B) the Expiration Date. The Company will also take such action as may be appropriate under the blue sky laws of the various states. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days after the date set forth in clause (i) of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective. Upon any such suspension, the Company shall issue a public announcement and shall give simultaneous written notice to the Rights Agent stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement and notice to the Rights Agent at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualifications in such jurisdiction shall have been obtained. Unless otherwise notified in writing by the Company, the Rights Agent may assume that any Right exercised is permitted to be exercised under applicable law and shall have no liability for acting in reliance upon such assumptions. (d) It will take all such action as may be necessary to ensure that all one one-hundredths of a share of Preferred Stock (and following the occurrence of a Triggering Event, Common Stock and/or other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable. (e) It will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any one one-hundredths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required (a) to pay any transfer tax which may be payable in respect of any transfer involved in the transfer or delivery of Right Certificates or the issuance or delivery of certificates for the one one-hundredths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) in a name other than that of the registered holder of the Right Certificate evidencing Rights surrendered for exercise or (b) to issue or deliver any certificates for one one-hundredths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) upon the exercise of any Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due. SECTION 10. PREFERRED STOCK RECORD DATE. Each Person in whose name any certificate for a number of one one-hundredths of a share of Preferred Stock (or shares of Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of such fractional shares of the Preferred Stock (or shares of Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such 16 Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a shareholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein. SECTION 11. ADJUSTMENT OF PURCHASE PRICE, NUMBER OF SHARES OR NUMBER OF RIGHTS. The Purchase Price, the number of shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (a) (i) In the event the Company shall at any time after the Rights Dividend Declaration Date (A) declare a dividend on the Preferred Stock payable in shares of the Preferred Stock, (B) subdivide the outstanding Preferred Stock, (C) combine the outstanding Preferred Stock into a smaller number of shares or (D) issue any shares of its capital stock in a reclassification of the Preferred Stock (including any such reclassification in connection with a combination, consolidation or merger in which the Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a) and Section 7(e) hereof, the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of Preferred Stock or capital stock, as the case may be, issuable on such date, shall be proportionately adjusted so that the holder of any Right exercised after such time shall be entitled to receive upon payment of the Purchase Price then in effect the aggregate number and kind of shares of Preferred Stock or capital stock, as the case may be, which, if such Right had been exercised immediately prior to such date and at a time when the Preferred Stock transfer books of the Company were open, he would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification. If an event occurs which would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii), the adjustment provided for in this Section 11(a)(i) shall be in addition to, and shall be made prior to, any adjustment required pursuant to Section 11(a)(ii) hereof. (ii) Subject to Section 24 of this Agreement, in the event any Person, alone or together with its Affiliates and Associates, becomes at any time after the Rights Dividend Declaration Date an Acquiring Person, except as the result of a transaction set forth in Section 13(a) hereof, then, prior to the date on which the Company's right of redemption pursuant to Section 23(a) expires (as the same may be extended pursuant to Section 27) with respect to an event described in this Section 11(a)(ii), proper provision shall be made so that each holder of a Right, except as provided in Section 7(e) hereof, shall thereafter have a right to receive, upon exercise thereof at the then current 17 Purchase Price in accordance with the terms of this Agreement, in lieu of shares of Preferred Stock, such number of shares of the Common Stock of the Company as shall equal the result obtained by (x) multiplying the then current Purchase Price by the then number of one one-hundredths of a share of Preferred Stock for which such Right is then exercisable and dividing that product by (y) 50% of the current market price per share of the Common Stock of the Company (determined pursuant to Section 11(d)) on the date of the occurrence of any one of the events listed above in this subparagraph (ii) (such number of shares is hereinafter referred to as the "Adjustment Shares"), provided that the Purchase Price and the number of Adjustment Shares shall be further adjusted as provided in this Agreement to reflect any events occurring after the date of such first occurrence. (iii) In the event that the number of shares of the Common Stock which are authorized by the Company's Amended Articles of Incorporation but not outstanding or reserved for issuance for purposes other than upon exercise of the Rights is not sufficient to permit the exercise in full of the Rights in accordance with the foregoing subparagraph (ii), the Company shall (A) determine the excess of (1) the value of the Adjustment Shares issuable upon the exercise of a Right (the "Current Value") over (2) the Purchase Price (such excess, the "Spread"), and (B) with respect to each Right, make adequate provision to substitute for the Adjustment Shares, upon exercise of the Rights and payment of the applicable Purchase Price, (1) cash, (2) a reduction in the Purchase Price, (3) Common Stock or other equity securities of the Company (including, without limitation, preference shares, or units of preference shares, which a majority of the Independent Directors and the Board of Directors of the Company have deemed to have the same value as the Common Stock (such preference shares, "common stock equivalents")), (4) debt securities of the Company, (5) other assets, or (6) any combination of the foregoing, having an aggregate value equal to the Current Value, where such aggregate value has been determined by a majority of the Independent Directors and the Board of Directors of the Company based upon the advice of a nationally recognized investment banking firm selected by the Board of Directors of the Company; provided, however, if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) days following the later of (x) the first occurrence of a Section 11(a)(ii) Event and (y) the date on which the Company's right of redemption pursuant to Section 23(a) expires, as the same may be extended pursuant to Section 27 (the later of (x) and (y) being referred to herein as the "Section 11(a)(ii) Trigger Date"), then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, shares of the Common Stock (to the extent available) and then, if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread. If the Board of Directors of the Company shall determine in good faith that it is likely that sufficient additional shares of the Common Stock could be authorized for issuance upon exercise in full of the Rights, the thirty (30) day period set forth above may be extended to the extent necessary, but not more than ninety (90) days after the Section 11(a)(ii) Trigger Date, in order that the Company may seek shareholder approval for the authorization of such additional shares (such period, as it may be extended, the "Substitution Period"). To the extent that the Company determines that some action need be taken pursuant to the first and/or second sentences of this Section 11(a)(iii), the Company (u) shall provide, subject to section 7(e) hereof, that such action shall apply uniformly to all outstanding Rights, and (v) may suspend the exercisability of the Rights until the expiration of the Substitution Period in order to 18 seek any authorization of additional shares and/or to decide the appropriate form of distribution to be made pursuant to such first sentence and to determine the value thereof. In the event of any such suspension, the Company will issue a public announcement and will give concurrent written notice to the Rights Agent stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement and notice to the Rights Agent at such time as the suspension is no longer in effect. For purposes of this Section 11(a)(iii), the value of the shares of the Common Stock shall be the current market price (as determined pursuant to Section 11(d) hereof) per share on the Section 11(a)(ii) Trigger Date and the value of any "common stock equivalent' shall be deemed to be the same as the value of the Common Stock on such date. The Company shall give the Rights Agent notice of the selection of any "common stock equivalent" under this Section 11(a)(iii). (b) In the event that the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Preferred Stock entitling them (for a period expiring within 45 calendar days after such record date) to subscribe for or purchase Preferred Stock (or securities having substantially the same or more favorable rights, privileges and preferences as Preferred Stock ("preferred stock equivalents")) or securities convertible into Preferred Stock or preferred stock equivalents at a price per share of Preferred Stock or per share of preferred stock equivalents (or having a conversion price per share, if a security convertible into Preferred Stock or preferred stock equivalents) less than the current market price (as defined in Section 11(d) hereof) per share of Preferred Stock on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of the Preferred Stock outstanding on such record date plus the number of shares of the Preferred Stock which the aggregate offering price of the total number of shares of Preferred Stock so to be offered (or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current market price and the denominator of which shall be the number of shares of the Preferred Stock outstanding on such record date plus the number of additional shares of the Preferred Stock and preferred stock equivalents to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible). In case such subscription price may be paid by delivery of consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent. Shares of Preferred Stock owned by or held for the account of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever such a record date is fixed; and in the event that such rights, options or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed. (c) In the event that Company shall fix a record date for the making of a distribution to all holders of Preferred Stock (including any such distribution made in connection with a combination, consolidation or merger in which the Company is the continuing or surviving corporation) of evidences of indebtedness, cash (other than a regular periodic cash dividend out of the retained earnings of the Company at a rate not in excess of 125% of the last cash dividend theretofore paid), 19 assets, stock (other than a dividend payable in Preferred Stock, but including any dividend payable in Common Stock) or convertible securities, subscription rights or warrants (excluding those referred to in Section 11(b) hereof), the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the current market price, as defined in Section 11(d), per one one-hundredth of a share of Preferred Stock on such record date, less the fair market value (as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent) of the portion of the assets or evidences of indebtedness so to be distributed or of such subscription rights or warrants applicable to one one-hundredth of a share of Preferred Stock and the denominator of which shall be such current market price per one one-hundredth of a share of Preferred Stock. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Purchase Price shall again be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed. (d) (i) For the purpose of any computation hereunder, other than computations made pursuant to Section 11(a)(iii), the "current market price" per share of the Common Stock on any date shall be deemed to be the average of the daily closing prices per share of such Common Stock for the thirty (30) consecutive Trading Days (as such term is hereinafter defined in this paragraph (d)) immediately prior to such date and, for purposes of computations made pursuant to Section 11(a)(iii) hereof, the "current market price" per share of the Common Stock on any date shall be deemed to be the average of the daily closing prices per share of such Common Stock for the ten (10) consecutive Trading Days immediately following such date; provided, however, that in the event that the current market price per share of the Common Stock is determined during the period following the announcement by the issuer of such Common Stock of (A) a dividend or distribution on such Common Stock payable in shares of such Common Stock or securities convertible into such Common Stock (other than the Rights) or (B) any subdivision, combination or reclassification of such Common Stock, and prior to the expiration of the requisite 30 Trading Day or 10 Trading Day period, as set forth above, after the ex-dividend date for such dividend or distribution or the record date for such subdivision, combination or reclassification, then, and in each such case, the current market price shall be appropriately adjusted to take into account ex-dividend trading. The closing price for each day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the shares of the Common Stock are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the shares of the Common Stock are listed or admitted to trading or, if the shares of the Common Stock are not listed or admitted to trading on any national securities exchange, the last quoted price, or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or such other system then in use, or, if on any such date the shares of the Common Stock are not quoted by such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the 20 shares of the Common Stock selected by the Board of Directors of the Company. If on any such date no market maker is making a market in the shares of the Common Stock, the fair value of such shares on such date shall be as determined in good faith by the Independent Directors if the Independent Directors constitute a majority of the Board of Directors or, in the event the Independent Directors do not constitute a majority of the Board of Directors, by an independent investment banking firm selected by the Board of Directors, whose determination shall be described in a statement filed with the Rights Agent and shall be conclusive for all purposes. The term "Trading Day" shall mean a day on which the principal national securities exchange on which the shares of the Common Stock are listed or admitted to trading is open for the transaction of business or, if the shares of the Common Stock are not listed or admitted to trading on any national securities exchange, a Monday, Tuesday, Wednesday, Thursday or Friday on which banking institutions in the State of New York, are not authorized or obligated by law or executive order to close. If the Common Stock is not publicly held or not so listed or traded, "current market price" per share shall mean the fair value per share as determined in good faith by the Independent Directors if the Independent Directors constitute a majority of the Board of Directors or, in the event the Independent Directors do not constitute a majority of the Board of Directors, by an independent investment banking firm selected by the Board of Directors, whose determination shall be described in a statement filed with the Rights Agent and shall be conclusive for all purposes. (ii) For the purpose of any computation hereunder, the "current market price" per share of Preferred Stock shall be determined in the same manner as set forth above for the Common Stock in clause (i) of this Section 11(d) (other than the last sentence thereof). If the current market price per share of Preferred Stock cannot be determined in the manner provided above or if the Preferred Stock is not publicly held or listed or traded in a manner described in clause (i) of this Section 11(d), the "current market price" per share of Preferred Stock shall be conclusively deemed to be an amount equal to 100 (as such number may be appropriately adjusted for such events as stock splits, stock dividends and recapitalizations with respect to the Common Stock occurring after the date of this Agreement) multiplied by the current market price per share of the Common Stock. If neither the Common Stock nor the Preferred Stock is publicly held or so listed or traded, "current market price" per share of the Preferred Stock shall mean the fair value per share as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent and shall be conclusive for all purposes. For all purposes of this Agreement, the "current market price" of one one-hundredth of a share of Preferred Stock shall be equal to the "current market price" of one share of Preferred Stock divided by 100. (iii) If a security is not publicly held or not so listed or trade, "current market price" shall mean the fair value per share or other unit of such security, determined reasonably and in good faith the Board of Directors of the Company; provided, however, that if at the time of such determination there is an Acquiring Person, the current market price of such security on such date shall be determined by a nationally recognized investment banking firm selected by the Board of Directors, which determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. (iv) In the case of property other than securities, the current market price thereof shall be 21 determined reasonably and in good faith by the Board of Directors of the Company, provided, however, that if at the time of such determination there is an Acquiring Person, the current market value of such property on such date shall be determined by a nationally recognized investment banking firm selected by the Board of Directors, which determination shall be described in a statement filed with the Rights Agent and shall be binding upon the Rights Agent and the holders of the Rights. (e) Anything herein to the contrary notwithstanding, no adjustment in the Purchase Price shall be required unless such adjustment would require an increase or decrease of at least 1% in such price; provided, however, that any adjustments which by reason of this Section 11(e) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 11 shall be made to the nearest cent or to the nearest one ten-thousandth of a share of Common Stock or one-millionth of a share of Preferred Stock, as the case may be. Notwithstanding the first sentence of this Section 11(e), any adjustment required by this Section 11 shall be made no later than the earlier of (i) three years from the date of the transaction which mandates such adjustment or (ii) the Expiration Date. (f) If, as a result of an adjustment made pursuant to Section 11(a) hereof, the holder of any Right thereafter exercised shall become entitled to receive any shares of capital stock other than shares of Preferred Stock, thereafter the number of such other shares so receivable upon exercise of any Right shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Preferred Stock contained in Section 11(a) through (o) inclusive, and the provisions of Sections 7, 9, 10, 13 and 14 with respect to the shares of the Preferred Stock shall apply on like terms to any such other shares. (g) All Rights originally issued by the Company subsequent to any adjustment made to the Purchase Price hereunder shall evidence the right to purchase, at the adjusted Purchase Price, the number of one one-hundredths of a share of Preferred Stock purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein. (h) Unless the Company shall have exercised its election as provided in Section 11(i), upon each adjustment of the Purchase Price as a result of the calculations made in Section 11(b) and (c), each Right outstanding immediately prior to the making of such adjustment shall thereafter evidence the right to purchase, at the adjusted Purchase Price, that number of one one-hundredths of a share of Preferred Stock (calculated to the nearest one-millionth) obtained by (i) multiplying (x) the number of one one-hundredths of a share of Preferred Stock covered by a Right immediately prior to this adjustment by (y) the Purchase Price in effect immediately prior to such adjustment of the Purchase Price and (ii) dividing the product so obtained by the Purchase Price in effect immediately after such adjustment of the Purchase Price. (i) The Company may elect on or after the date of any adjustment of the Purchase Price to adjust the number of Rights, in substitution for any adjustment in the number of one one-hundredths of a share of Preferred Stock purchasable upon the exercise of a Right. Each of the Rights outstanding after such adjustment of the number of Rights shall be exercisable for the 22 number of one one-hundredths of a share of Preferred Stock for which a Right was exercisable immediately prior to such adjustment. Each Right held of record prior to such adjustment of the number of Rights shall become that number of Rights (calculated to the nearest tenthousandth) obtained by dividing the Purchase Price in effect immediately prior to adjustment of the Purchase Price by the Purchase Price in effect immediately after the adjustment of the Purchase Price. The Company shall make a public announcement and shall give simultaneous written notice to the Rights Agent of its election to adjust the number of Rights, indicating the record date for the adjustment to be made. This record date may be the date on which the Purchase Price is adjusted or any day thereafter, but, if the Right Certificates have been issued, shall be at least 10 days later than the date of the public announcement. If Right Certificates have been issued, upon each adjustment of the number of Rights pursuant to this section 11(i), the Company shall, as promptly as practicable, cause to be distributed to holders of Right Certificates on such record date Right Certificates evidencing, subject to Section 14 hereof, the additional Rights to which such holders shall be entitled as a result of such adjustment, or, at the option of the Company, shall cause to be distributed to such holders of record in substitution and replacement for the Right Certificates held by such holders prior to the date of adjustment, and upon surrender thereof, if required by the Company, new Right Certificates evidencing all the Rights to which such holders shall be entitled after such adjustment. Right Certificates so to be distributed shall be issued, executed and countersigned in the manner provided for herein (and may bear, at the option of the Company, the adjusted Purchase Price) and shall be registered in the names of the holders of record of Right Certificates on the record date specified in the public announcement. (j) Irrespective of any adjustment or change in the Purchase Price or the number of one one-hundredths of a share of Preferred Stock issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the Purchase Price per one one-hundredth of a share and the number of one one-hundredths of a share which were expressed in the initial Right Certificates issued hereunder. (k) Before taking any action that would cause an adjustment reducing the Purchase Price below one one-hundredth of the then par value, if any, of a share of Preferred Stock issuable upon exercise of the Rights, the Company shall take any corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue such number of fully paid and nonassessable shares of such Preferred Stock at such adjusted Purchase Price. (l) In any case in which this Section 11 shall require that an adjustment in the Purchase Price be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuance to the holder of any Right exercised after such record date of the number of one one-hundredths of a share of Preferred Stock and other capital stock or securities of the Company, if any, issuable upon such exercise over and above the number of one one-hundredths of a share of Preferred Stock and other share capital or securities of the Company, if any, issuable upon such exercise on the basis of the Purchase Price in effect prior to such adjustment; provided, however, that the Company shall deliver to such holder a due bill or other appropriate instrument evidencing such holder's right to receive such additional shares upon the occurrence of the event requiring such adjustment. 23 (m) Anything in this Section 11 to the contrary notwithstanding, the Company shall be entitled to make such reductions in the Purchase Price, in addition to those adjustments expressly required by this Section 11, as and to the extent that the Board of Directors of the Company shall determine to be advisable in order that any consolidation or subdivision of Preferred Stock, issuance wholly for cash of any of Preferred Stock at less than the current market price, issuance wholly for cash of Preferred Stock or securities which by their terms are convertible into or exchangeable for Preferred Stock, stock dividends or issuance of rights, options or warrants referred to hereinabove in this Section 11, hereafter made by the Company to holders of its Preferred Stock shall not be taxable to such shareholders. (n) The Company covenants and agrees that, after the Distribution Date, it will not, except as permitted by Sections 23, 24 and 27 hereof, take (nor will it permit any of its Subsidiaries to take) any action if at the time such action is taken it is reasonably foreseeable that such action will diminish substantially or otherwise eliminate the benefits intended to be afforded by the Rights. (o) The Company covenants and agrees that it shall not, at any time after a Section 11(a)(ii) Event, (i) combine or consolidate with any other Person, (ii) merge with or into any other Person, or (iii) sell or transfer (or permit any of its Subsidiaries to sell or transfer), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its wholly-owned subsidiaries (taken as a whole) to any other Person or Persons (other than the Company and/or any of its Subsidiaries in one or more transactions each of which complies with Section 11(n)) if (x) at the time of or immediately after such combination, consolidation, merger or sale there are any rights, warrants or other instruments or securities outstanding or agreements in effect which would substantially diminish or otherwise eliminate the benefits intended to be afforded by the Rights or (y) prior to, simultaneously with or immediately after such combination, consolidation, merger or sale, the stockholders of the Person who constitutes, or would constitute, the "Principal Party" for purposes of Section 13(a) hereof shall have received a distribution of Rights previously owned by such Person or any of its Affiliates and Associates. (p) Notwithstanding anything in this Agreement to the contrary, prior to the Distribution Date, the Company may, in lieu of making any adjustment to the Purchase Price, the number of one one-hundredths of a share of Preferred Stock eligible for purchase on exercise of each Right or the number of Rights outstanding, which adjustment would otherwise be required by Sections 11(a)(i), 11(b), 11(c), 11(h) or 11(i), make.such other equitable adjustment or adjustments thereto as the Board of Directors (whose determination shall be conclusive) deems appropriate in the circumstances and not inconsistent with the objectives of the Board of Directors in adopting this Agreement and such Sections. (q) In the event the Company shall at any time after the date of this Agreement and prior to the Distribution Date (i) declare a dividend on the outstanding Common Stock payable in shares of Common Stock or (ii) effect a subdivision, combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of dividends in shares of 24 Common Stock) into a greater or lesser number of shares of Common Stock, the number of Rights associated with each share of Common Stock shall be proportionately adjusted so that the number of Rights thereafter associated with each share of Common Stock following any such event shall equal the result obtained by multiplying the number of Rights associated with each share of Common Stock immediately prior to such event by a fraction, the numerator of which shall be the total number of shares of Common Stock outstanding immediately prior to the occurrence of any such event listed in clause (i) or (ii) above and the denominator of which shall be the total number of shares of Common Stock outstanding immediately following the occurrence of such event listed in clause (i) or (ii) above. The adjustments provided for in this Section 11(q) shall be made successively whenever such a dividend is declared or paid or such a subdivision, combination or consideration is effected. SECTION 12. CERTIFICATE OF ADJUSTED PURCHASE PRICE OR NUMBER OF SHARES. Whenever an adjustment is made as provided in Sections 11 and 13, the Company shall (a) promptly prepare a certificate setting forth such adjustment, and a brief statement of the facts accounting for such adjustment and the adjusted Purchase Price, (b) promptly file with the Rights Agent and with each transfer agent for the Common Stock a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 26. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained. SECTION 13. COMBINATION, CONSOLIDATION, MERGER OR SALE OR TRANSFER OF ASSETS OR EARNING POWER. (a) In the event that, following a Section 11(a)(ii) Event, directly or indirectly, (x) the Company shall combine or consolidate with, or merge with or into, any other Person (other than a Subsidiary of the Company in a transaction not prohibited by Section 11(n) hereof) and the Company shall not be the continuing or surviving corporation of such combination, consolidation or merger, (y) any Person (other than a Subsidiary of the Company in a transaction not prohibited by Section 11(n) hereof) shall combine, consolidate or merge with or into the Company and the Company shall be the continuing or surviving corporation of such combination, consolidation or merger and, in connection with such combination, consolidation or merger, all or part of the Common Stock shall be changed into or exchanged for shares or other securities of the Company of any other Person or cash or any other property, or (z) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any of its wholly-owned Subsidiaries in one or more transactions each of which complies with Section 11(n) hereof), then, and in each such case, proper provision shall be made so that (i) each holder of a Right (except as provided in Section 7(e)) shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, such number of validly issued, fully paid, nonassessable and freely tradeable Common Stock of the Principal Party (as hereinafter defined), not subject to any liens, encumbrances, rights of call or first refusal, or other adverse claims as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of one one-hundredths of a share of Preferred Stock for which a Right is then exercisable immediately prior to the first occurrence of a 25 Section 13 Event (or, if a Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such shares for which a Right was exercisable immediately prior to the first occurrence of a Section 11(a)(ii) Event by the Purchase Price in effect immediately prior to such first occurrence), and dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the "Purchase Price" for each Right and for all purposes of this Agreement) by (2) 50% of the current market price per share of Common Stock of such Principal Party (determined in the manner described in Section 11(d)) on the date of consummation of such combination, consolidation, merger, sale or transfer; (ii) the Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 shall thereafter apply to such Principal Party; (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Stock in accordance with Section 9) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to shares of its Common Stock thereafter deliverable upon the exercise of the Rights; and (v) the provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any Section 13 Event. (b) "Principal Party" shall mean (1) in the case of any transaction described in clause (x) or (y) of the first sentence of Section 13(a), the Person that is the issuer of any securities into which shares of Common Stock of the Company are converted in such merger, combination or consolidation, and, if no securities are so issued, the Person that is the other party to the merger, combination or consolidation; and (2) in the case of any transaction described in clause (z) of the first sentence in Section 13(a), the Person that is the party receiving the greatest portion of the assets or earning power transferred pursuant to such transaction; provided, however, that in any such case, (x) if the Common Stock of such Person is not at such time and has not been continuously over the preceding 12-month period registered under Section 12 of the Exchange Act, and such Person is a direct or indirect Subsidiary of another corporation the Common Stock of which is and has been so registered, "Principal Party" shall refer to such other Person; (y) if such Person is a direct or indirect Subsidiary or Affiliate of more than one Person, the Common Stocks of two or more of which are and have been so registered, "Principal Party" shall refer to whichever of such Persons is the issuer of the Common Stock having the greatest aggregate market value of shares outstanding; and (z) in case such Person is owned, directly or indirectly, by a joint venture formed by two or more Persons that are not owned, directly or indirectly, by the same Person, the rules set forth in (x) and (y) above shall apply to each of the chains of ownership having an interest in such joint venture as if such party were a "Subsidiary" of both or all of such joint ventures and the Principal Parties in each such chain shall bear the obligations set forth in this Section 13 in the same ratio as their direct or indirect 26 interests in such Person bear to the total of such interests. (c) The Company shall not consummate any Section 13 Event unless the Principal Party shall have a sufficient number of authorized shares of Common Stock which are neither outstanding nor reserved for issuance to permit the exercise in full of the Rights in accordance with this Section 13 and unless prior thereto the Company and such Principal Party shall have executed and delivered to the Rights Agent a supplemental agreement providing for the terms set forth in paragraphs (a) and (b) of this Section 13 and further providing that, as soon as practicable after the date of any combination, consolidation, merger or sale of assets mentioned in paragraph (a) of this Section 13, the Principal Party will at its own expense: (i) prepare and file a registration statement under the Act with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, will use its best efforts to cause such registration statement to become effective as soon as practicable after such filing and will use its best efforts to cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act) until the Expiration Date; (ii) use its best efforts to qualify or register the Rights and the securities purchasable upon exercise of the Rights under the blue sky laws of such jurisdictions as may be necessary or appropriate; (iii) use its best efforts to list (or continue the listing of) the Rights and the securities purchasable upon exercise of the Rights on a national securities exchange or to meet the eligibility requirements for quotations on NASDAQ; and (iv) will deliver to holders of the Rights historical financial statements for the Principal Party and each of its Affiliates which comply in all respects with the requirements for registration on Form 10 under the Exchange Act. The provisions of this Section 13 shall similarly apply to successive Section 13 Events. In the event that a Section 13 Event shall occur at any time after the occurrence of a Section 11(a)(ii) Event, the Rights which have not theretofore been exercised shall thereafter become exercisable in the manner described in Section 13(a). SECTION 14. FRACTIONAL RIGHTS AND FRACTIONAL SHARES. (a) The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this Section 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and 27 asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading or, if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ or such other system then in use, or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the Board of Directors of the Company. If on any such date no such market maker is making a market in the Rights, the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used. (b) The Company shall not be required to issue fractions of shares of Preferred Stock (other than fractions which are integral multiples of one one-hundredths of a share of Preferred Stock) upon exercise or exchange of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are integral multiples of one one-hundredths of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock that are not integral multiples of one one-hundredths of a share of Preferred Stock, the Company may pay to the registered holders of Right Certificates at the time the Rights evidenced thereby are exercised or exchanged as herein provided an amount in cash equal to the same fraction of the current market value of one one-hundredth of a share of Preferred Stock. For purposes of this Section 14(b), the current market value of one one-hundredth of a share of Preferred Stock shall be one one-hundredth of the closing price of a share of Preferred Stock, as determined pursuant to Section 11(d) hereof, for the Trading Day immediately prior to the date of such exercise or exchange, as the case may be. (c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or to distribute certificates which evidence fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one (1) share of Common Stock. For purposes of this Section 14(c), the current market value of one share of Common Stock shall be the closing price of one share of Common Stock (as determined pursuant to Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of such exercise. (d) The holder of a Right by the acceptance of the Right expressly waives his right to receive any fractional Rights or any fractional shares upon exercise or exchange of a Right, except as otherwise permitted by this Section 14. SECTION 15. RIGHTS OF ACTION. All rights of action in respect of this Agreement, are vested in the respective registered holders of the Right Certificates (and, prior to the Distribution 28 Date, the registered holders of Common Stock); and any registered holder of any Right Certificate (or, prior to the Distribution Date, of the Common Stock), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date, of the Common Stock), may, in his own behalf and for his own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his right to exercise the Rights evidenced by such Right Certificate in the manner provided in such Right Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and will be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. SECTION 16. AGREEMENT OF RIGHT HOLDERS. Every holder of a Right by accepting the same consents and agrees with the Company and the Rights Agent and with every other holder of a Right that: (a) prior to the Distribution Date, the Rights will be transferable only in connection with the transfer of the Common Stock; (b) after the Distribution Date, the Right Certificates will be transferable only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent, duly endorsed or accompanied by a proper instrument of transfer and with the appropriate forms and certificates fully executed; (c) subject to Section 6, Section 7(e) and Section 7(f) hereof, the Company and the Rights Agent may deem and treat the Person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Stock certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificates or the associated Common Stock certificate made by anyone other than the Company or the Rights Agent) for all purposes whatever; and neither the Company nor the Rights Agent, subject to the last sentence of Section 7(e) hereof, shall be required to be affected by any notice to the contrary; (d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible. 29 SECTION 17. RIGHT CERTIFICATE HOLDER NOT DEEMED A SHAREHOLDER. No holder, as such, of any Right Certificate shall be entitled to vote, receive dividends or be deemed for any purpose the holder of the Preferred Stock, Common Stock or any other securities of the Company which may at any time be issuable on the exercise of the Rights represented thereby, nor shall anything contained herein or in any Right Certificate be construed to confer upon the holder of any Right Certificate, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders (except as provided in Section 25 hereof), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by such Right Certificate shall have been exercised or exchanged in accordance with the provisions hereof. SECTION 18. CONCERNING THE RIGHTS AGENT. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without negligence, bad faith or willful misconduct on the part of the Rights Agent (including the reasonable fees and expenses of counsel), for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability in the premises. (b) The Rights Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Agreement in reliance upon any Right Certificate or certificate for the Common Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, instruction, adjustment notice, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons. (c) In addition to the foregoing, the Rights Agent shall be protected and shall incur no liability for, or in respect of, any action taken or omitted by it in connection with its administration of this Agreement in reliance upon (i) the proper execution of the certification appended to the Form of Assignment and the Form of Election to Purchase included as part of Exhibit B hereto (the "Certification"), unless the Rights Agent shall have actual knowledge that, as executed, the Certification is untrue, or (ii) the non-execution or failure to complete the Certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason of such non-execution or failure. SECTION 19. MERGER OR CONSOLIDATION OR CHANGE OF NAME OF RIGHTS AGENT. (a) Any corporation into which the Rights Agent or any successor Rights Agent may be merged or with which it may be consolidated, or any corporation resulting from any merger or consolidation 30 to which the Rights Agent or any successor Rights Agent shall be a party, or any corporation succeeding to the corporate trust business and/or the stock transfer business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto, provided that such corporation would be eligible for appointment as a successor Rights Agent under the provisions of Section 21. In case at the time such successor Rights Agent shall succeed to the agency created by this Agreement, any of the Right Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of the predecessor so countersigned; and in case at that time any of the Right Certificates shall not have been countersigned, any successor Rights Agent may countersign such Right Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and in all such cases such Right Certificates shall have the full force provided in the Right Certificates and in this Agreement. (b) In case at any time the name of the Rights Agent shall be changed and at such time any of the Right Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Right Certificates so countersigned; and in case at that time any of the Right Certificates shall not have been countersigned, the Rights Agent may countersign such Right Certificates either in its prior name or in its changed name; and in all such cases such Right Certificates shall have the full force provided in the Right Certificates and in this Agreement. SECTION 20. DUTIES OF RIGHTS AGENT. The Rights Agent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which the Company and the holders of Right Certificates, by their acceptance thereof, shall be bound: (a) The Rights Agent may consult with legal counsel (who may be legal counsel for the Company), and the opinion of such counsel shall be full and complete authorization and protection to the Rights Agent as to any action taken or omitted by it in good faith and in accordance with such opinion. The Company shall only be responsible for reasonable fees and expenses of counsel engaged by the Rights Agent with the Company's prior express written consent. (b) Whenever in the performance of its duties under this Agreement the Rights Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate signed by any one of the Chairman of the Board, the President, any Vice President, the Treasurer or the Secretary of the Company and delivered to the Rights Agent; and such certificate shall be full authorization to the Rights Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such certificate. 31 (c) The Rights Agent shall be liable hereunder only for its own negligence, bad faith or willful misconduct. (d) The Rights Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or in the Right Certificates (except its countersignature thereof) or be required to verify the same, but all such statements and recitals are and shall be deemed to have been made by the Company only. (e) The Rights Agent shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof (except the due execution hereof by the Rights Agent) or in respect of the validity or execution of any Right Certificate (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Right Certificate; nor shall it be responsible for any change in the exercisability of the Rights (including the Rights becoming void pursuant to Section 7(e) hereof) or any adjustment required under the provisions of Sections 11 or 13 hereof or responsible for the manner, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment (except with respect to the exercise of Rights evidenced by Right Certificates after actual notice of any such adjustment); nor shall it be responsible for any determination by the Board of Directors of the Company of the current market value of the Rights or Preferred Stock pursuant to the provisions of Section 14 hereof; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of the Preferred Stock or Common Stock or other securities to be issued pursuant to this Agreement or any Right Certificate or as to whether any shares of Preferred Stock or Common Stock will, when issued, be validly authorized and issued, fully paid and nonassessable. (f) The Company agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required by the Rights Agent for the carrying out or performing by the Rights Agent of the provisions of this Agreement. (g) The Rights Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder and certificates delivered pursuant to any provision hereof from any one of the Chairman of the Board, the President, any Vice President, the Secretary or the Treasurer of the Company, and is authorized to apply to such officers for advice or instructions in connection with its duties, and it shall not be liable for any action taken or suffered to be taken by it in good faith in accordance with instructions of any such officer. 32 (h) The Rights Agent and any shareholder, director, officer or employee of the Rights Agent may buy, sell or deal in any of the Rights or other securities of the Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company or otherwise act as fully and freely as though it were not Rights Agent under this Agreement. Nothing herein shall preclude the Rights Agent from acting in any other capacity for the Company or for any other legal entity. (i) The Rights Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either by itself or by or through its attorneys or agents, and the Rights Agent shall not be answerable or accountable for any act, default, neglect or misconduct of any such attorneys or agents or for any loss to the Company resulting from any such act, default, neglect or misconduct, provided reasonable care was exercised in the selection and continued employment thereof. (j) No provision of this Agreement shall require the Rights Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of its rights if there shall be reasonable grounds for believing that repayment of such funds or adequate indemnification against such risk or liability is not reasonably assured to it. (k) If, with respect to any Right Certificate surrendered to the Rights Agent for exercise or transfer, the certificate attached to the form of assignment or form of election to purchase, as the case may be, has either not been completed or indicates an affirmative response, the Rights Agent shall not take any further action with respect to such requested exercise or transfer without first consulting the Company. The Company shall give the Rights Agent prompt written instructions as to the action to be taken regarding the Right Certificates involved. The Rights Agent shall not be liable for acting in accordance with such instructions. SECTION 21. CHANGE OF RIGHTS AGENT. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon thirty (30) days' notice in writing mailed to the Company and to each transfer agent of the Preferred Stock and the Common Stock by registered or certified mail, and, at the Company's expense, to the holders of the Right Certificates by first class mail. The Company may remove the Rights Agent or any successor Rights Agent upon thirty (30) days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Stock and the Common Stock by registered or certified mail, and to the holders of the Right Certificates by first class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, 33 submit his Right Certificate for inspection by the Company), then the Company shall become the temporary Rights Agent and the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation organized and doing business under the laws of the United States or of the State of New York (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the State of New York), in good standing, having a principal office in the State of New York, which is authorized under such laws to exercise corporate trust powers and/or stock transfer powers and is subject to supervision or examination by federal or state authority or which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Stock and Common Stock and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be. SECTION 22. ISSUANCE OF NEW RIGHT CERTIFICATES. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by its Board of Directors to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of the Common Stock following the Distribution Date and prior to the Expiration Date of the Rights, the Company (a) shall, with respect to shares of the Common Stock so issued or sold pursuant to the exercise of options or under any employee plan or arrangement, or upon the exercise, conversion or exchange of securities hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such Right Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the Person to whom such Right Certificate would be issued, and (ii) no such Right Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof. SECTION 23. REDEMPTION AND TERMINATION. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (x) the close of business on the tenth Business Day following the Shares Acquisition Date (or if the Shares Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth Business Day following the 34 Record Date), or (y) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.001 per Right as appropriately adjusted to reflect any stock split, dividend of shares or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), and the Company may, at its option, pay the Redemption Price either in shares of the Common Stock (valued at their current market price as defined in Section 11(d) on the date of the redemption), other securities, cash, other assets or any other form of consideration deemed appropriate by the Board of Directors; provided, however, that if the Board of Directors of the Company authorizes redemption of the Rights in either of the circumstances set forth in clauses (x) or (y) below then there must be Independent Directors in office and such authorization shall require the concurrence of a majority of the Independent Directors: (x) such authorization occurs on or after the Shares Acquisition Date or (y) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation) in a majority of the Directors of the Company in office at the commencement of such solicitation if any Person who is a participant in such solicitation has stated (or if upon the commencement of such solicitation a majority of the directors of the Company has determined in good faith) that such Person (or any of its Affiliates or Associates) intends to take, or may consider taking, any action which would result in such Person becoming an Acquiring Person or which would cause the occurrence of a Triggering Event. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired, as the same may be extended pursuant to Section 27 hereof. (b) In deciding whether or not to exercise the Company's right of redemption hereunder, the directors of the Company shall act in good faith, in a manner they reasonably believe to be in the best interests of the Company and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances, and they may consider the long-term and short-term effects of any action upon employees, customers and creditors of the Company and upon communities in which offices or other establishments of the Company are located, and all other pertinent factors. (c) Immediately upon the action of the Board of Directors of the Company ordering the redemption of the Rights, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right held. Within ten Business Days after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to holders of the then outstanding Rights by mailing such notice to the Rights Agent and to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23, and other than in connection with the repurchase of Common Stock prior to the Distribution Date. 35 (d) In the event the Company shall at any time after the date of this Rights Agreement (i) pay any dividend on Common Stock in shares of Common Stock, (ii) subdivide the outstanding shares of Common Stock into a greater number of shares or (iii) combine the outstanding shares of Common Stock into a smaller number of shares of the outstanding shares of Common Stock, then and in each such event the Redemption Price after such event shall equal the Redemption Price immediately prior to such event multiplied by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately prior to such event and the denominator of which is the number of shares of Common Stock outstanding immediately after such event; provided, however, that in each case such adjustment to the Redemption Price shall be made only if the amount of the Redemption Price shall be reduced or increased by $0.0001 per Right. SECTION 24. EXCHANGE. (a) The Board of Directors of the Company may, at its option, at any time on or after the occurrence of a Section 11(a)(ii) Event, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 7(e) hereof) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than an Exempt Person), together with all Affiliates and Associates of such Person, becomes the beneficial owner of 50% or more of the Common Stock of the Company. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to subsection (a) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give notice of any such exchange in accordance with Section 26 hereof; provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 7(e) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute for any share of the Common Stock exchangeable for a Right (i) common stock equivalents, (ii) Preferred Stock (or preferred stock equivalents, as such term is defined in Section 11(b) hereof), (iii) cash, (iv) debt or other securities of the Company, (v) other property, or (vi) any combination of the foregoing, having an aggregate value which a majority of the Independent Directors and the Board of Directors of the Company shall have determined in good faith to be equal to the current market price of one share of the Common Stock on the Trading Day immediately preceding the date of exchange pursuant to this Section 24. 36 (d) In the event that there shall not be sufficient shares of Common Stock or Preferred Stock (or preferred stock equivalents) issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional shares of Common Stock or Preferred Stock (or preferred stock equivalents) for issuance upon exchange of the Rights. (e) The Company shall not be required to issue fractions of Common Stock or to distribute certificates which evidence fractional shares of Common Stock. If the Company elects not to issue such fractional shares of Common Stock, the Company shall pay, in lieu of such fractional shares of Common Stock, to the registered holders of the Right Certificates with regard to which such fractional shares of Common Stock would otherwise be issuable, an amount in cash equal to the same fraction of the current market price of a whole share of Common Stock. For the purposes of this paragraph (e), the current market price of a whole share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24. SECTION 25. NOTICE OF CERTAIN EVENTS. In case the Company shall propose at any time following the Distribution Date (a) to declare or pay any dividend payable in shares of any class to the holders of its Preferred Stock or to make any other distribution to the holders of its Preferred Stock (other than a regular periodic cash dividend at a rate in excess of 125% of the rate of the last cash dividend theretofore paid), or (b) to offer to the holders of its Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of the Preferred Stock or share capital of any class or any other securities, rights or options, or (c) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision of outstanding Preferred Stock), or (d) to effect any combination, consolidation or merger into or with any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(n) hereof), or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person or Persons (other than the Company and/or any of its Subsidiaries in one or more transactions each of which complies with Sections 11(n) hereof), or (e) to declare or pay any dividend on the Common Stock payable in Common Stock or to effect a subdivision, combination or consolidation of the Common Stock (by reclassification or otherwise), or (f) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to the Rights Agent and to each holders of a Right, in accordance with Section 26, a notice of such proposed action, which shall specify the record date for the purposes of such dividend of shares, distribution of rights or Rights, or the date on which such reclassification, combination, consolidation, merger, sale, transfer, liquidation', dissolution, or winding up is to take place and the date of participation therein by the holders of the Preferred Stock and/or Common Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (a) or (b) above at least twenty (20) days prior to the record date for determining holders of the Preferred Stock and/or Common Stock for purposes of such action, and in the case of any such other action, at least twenty (20) days 37 prior to the date of the taking of such proposed action or the date of participation therein by the holders of its Common Stock, whichever shall be the earlier. In case a Section 11(a)(ii) Event shall occur, then, in any such case, the Company shall as soon as practicable thereafter give to the Rights Agent and to each holder of a Right, to the extent feasible and in accordance with Section 26, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Section 11(a)(ii). SECTION 26. NOTICES. Notices or demands authorized by this Agreement to be given or made by the Rights Agent or by the holder of any Right Certificate to or on the Company shall be sufficiently given or made if sent by first-class mail, postage prepaid, addressed (until another address is filed in writing with the Rights Agent) as follows: The Goodyear Tire & Rubber Company 1144 East Market Street Akron, Ohio 44316-0001 Attention: General Counsel Subject to the provisions of Section 21, any notice or demand authorized by this Agreement to be given or made by the Company or by the holder of any Right Certificate to or on the Rights Agent shall be sufficiently given or made if sent by first class mail, postage prepaid, addressed (until another address is filed in writing with the Company) as follows: EquiServe Trust Company, N.A. 525 Washington Blvd. Jersey City, New Jersey 07310 Attention: President Notices or demands authorized by this Agreement to be given or made by the Company or the Rights Agent to the holder of any Right Certificate (or, prior to the Distribution Date, to the holder of any certificate representing shares of Common Stock) shall be sufficiently given or made if sent by first-class mail, postage prepaid, addressed to such holder at the address of such holder as shown on the registry books of the Company. SECTION 27. SUPPLEMENTS AND AMENDMENTS. Prior to the earlier of the Distribution Date or the Shares Acquisition Date and subject to the penultimate sentence of this Section 27, the Company may from time to time supplement or amend this Agreement without the approval of any holders of Right Certificates. From and after the earlier of the Distribution Date or the Shares Acquisition Date, and subject to the penultimate sentence of this Section 27, the Company may from time to time supplement or amend this Agreement without the approval of any holders of Right Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to lengthen the time period during which the Rights may be redeemed following the Shares 38 Acquisition Date for up to an additional twenty Business Days beyond the time period set forth in Section 23(a) (provided, that any such lengthening shall be effective only if a majority of the Board of Directors of the Company is comprised of Independent Directors and a majority of such Independent Directors concur in such lengthening) or (iv) to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of Right Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided, however, that this Agreement shall not be supplemented or amended in any way (other than pursuant to clauses (i) and (ii) above) unless such amendment is approved by a majority of the Independent Directors whose determination shall be final and the Independent Directors constitute a majority of the Board of Directors. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment. Notwithstanding anything in this Agreement to the contrary, no supplement or amendment shall be made on or after the Distribution Date which changes the Redemption Price, the Final Expiration Date, the Purchase Price or the number of one one-hundredths of a share of Preferred Stock for which a Right is then exercisable. Prior to the earlier of the Shares Acquisition Date or the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Stock. SECTION 28. SUCCESSORS. All the covenants and provisions of this Agreement by or for the benefit of the Company or the Rights Agent shall bind and inure to the benefit of their respective successors and assigns hereunder. SECTION 29. DETERMINATIONS AND ACTIONS BY THE BOARD OF DIRECTORS, ETC. For all purposes of this Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock of which any Person is the Beneficial Owner, shall be made in accordance with the provisions of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act. The Board of Directors of the Company (and, where specifically provided for herein, the Independent Directors) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board or the Company (or, as expressly provided, the Independent Directors), or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). All such actions, calculations, interpretations and determinations (including, for the purpose of clause (ii) below, all omissions with respect to the foregoing) which are done or made by the Board (or, as provided for, by the Independent Directors) in good faith, shall (i) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Right Certificates and all other parties, and (ii) not subject the Board or the Independent Directors to any liability to the holders of the Right Certificates or to any other Person. 39 SECTION 30. BENEFITS OF THIS AGREEMENT. Nothing in this Agreement shall be construed to give to any Person other than the Company, the Rights Agent and the registered holders of the Right Certificates (and, prior to the Distribution Date, the Common Stock) any legal or equitable right, remedy or claim under this Agreement; but this Agreement shall be for the sole and exclusive benefit of the Company, the Rights Agent and the registered holders of the Right Certificates (and, prior to the Distribution Date, registered holders of the Common Stock). The Rights Agent is the Agent of the Company and not of the holders of the Rights and/or Rights Certificates. SECTION 31. SEVERABILITY. If any term, provision, covenant, or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated; provided, however, that notwithstanding anything in this Agreement to the contrary, if any such term, provision, covenant or restriction is held by such court or authority to be invalid, void or unenforceable and the Board of Directors of the Company determines in its good faith judgment that severing the invalid language from this Agreement would adversely affect the purpose or effect of this Agreement, the right of redemption set forth in Section 23 hereof shall be reinstated and shall not expire until the close of business on the tenth day following the date of such determination by the Board of Directors. SECTION 32. GOVERNING LAW. This Agreement and each Right Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of Ohio and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State. SECTION 33. COUNTERPARTS. This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. SECTION 34. DESCRIPTIVE HEADINGS. Descriptive headings of the several Sections of this Agreement are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof. 40 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and their respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written. [SEAL] THE GOODYEAR TIRE & RUBBER COMPANY Attest: By: /s/ C. Thomas Harvie ----------------------------------------- Name: C. Thomas Harvie Title: Senior Vice President, General By: /s/ Bertram Bell Counsel and Secretary ---------------------------- Name: Bertram Bell Title: Assistant Secretary [SEAL] EQUISERVE TRUST COMPANY, N.A. (AS RIGHTS AGENT) Attest: By: /s/ Collin Ekeogu ---------------------------------------- Name: Collin Ekeogu Title: Director By: /s/ Mario Vitale ---------------------------- Name: Mario Vitale Title: Manager 41 EXHIBIT A --------- CERTIFICATE OF AMENDMENT TO AMENDED ARTICLES OF INCORPORATION OF THE GOODYEAR TIRE & RUBBER COMPANY Samir F. Gibara, President, and James Boyazis, Secretary, of The Goodyear Tire & Rubber Company, an Ohio corporation, with its principal office located at Akron, Summit County, Ohio, do hereby certify that, pursuant to the authority conferred upon the Board of Directors of said corporation by Section 1 of Part B of ARTICLE FOURTH of the Amended Articles of Incorporation of the said corporation and by the Ohio General Corporation Law, at a meeting of the Board of Directors of said corporation duly called and held on the 4th day of June, 1996, at which meeting a quorum of the Board of Directors was at all times present, the Board of Directors was without shareholder action, which shareholder action was not required, the following resolution: RESOLVED, that The Goodyear Tire & Rubber Company hereby adopts the following amendment to its Amended Articles of Incorporation, as amended to date, and that the Chairman of the Board, the President or a Vice President and the Secretary or an Assistant Secretary of the Company are hereby authorized and directed to sign and file in the office of the Secretary of State of the State of Ohio a certificate containing a copy of the resolution adopting the amendment and a statement of the manner of its adoption: The Amended Articles of Incorporation of the Company are hereby amended to create a new series of Preferred Stock by adding a new Section 1-B to PART B of ARTICLE FOURTH as follows: Section 1-B. Series B Preferred Stock, Without Par Value. A series of Preferred Stock is hereby created having the following terms: 1. Designation. The shares of such series are designated as: "Series B Preferred Stock, without par value." 2. Authorized Number of Shares - Fractional Shares. The authorized number of shares constituting the Series B Preferred Stock is 7,000,000. Series B Preferred Stock may be issued in fractions of a share which shall entitle the holder, in proportion to such holder's fractional shares, A-1 to exercise voting rights, receive dividends, participate in distributions and to have the benefit of all other rights of holders of Series B Preferred Stock. 3. Dividends and Distributions. (A) Subject to any prior and superior rights of the holders of any series of Preferred Stock ranking prior and superior to the shares of Series B Preferred Stock with respect to dividends that may be authorized by the Amended Articles of Incorporation, the holders of shares of Series B Preferred Stock shall be entitled prior to the payment of any dividends on shares ranking junior to the Series B Preferred Stock to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last day of January, April, July and October in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series B Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $25.00 or (b) subject to the provisions for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series B Preferred Stock. In the event the Corporation shall at any time after July 29, 1996 (the "Rights Declaration Date") (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series B Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (B) The Corporation shall declare a dividend or distribution on the Series B Preferred Stock as provided in paragraph (A) above immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided that, in the event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $25.00 per share on the Series B Preferred Stock shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date. (C) Dividends shall begin to accrue and be cumulative on outstanding shares of Series B Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such shares of Series B Preferred Stock, unless the date of issue of such shares is prior to the record date A-2 for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of shares of Series B Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. (D) Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares of Series B Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of shares of Series B Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 60 days prior to the date fixed for the payment thereof. (E) Dividends in full shall not be declared or paid or set apart for payment on the Series B Preferred Stock for a dividend period terminating on the quarterly Dividend Payment Date unless dividends in full have been declared or paid or set apart for payment on the Preferred Stock of all series (other than series with respect to which dividends are not cumulative from a date prior to such dividend date) on such dividend date. When the dividends are not paid in full on all series of the Preferred Stock, the shares of all series shall share ratably in the payment of dividends, including accumulations, if any, in accordance with the sums which would be payable on said shares if all dividends were declared and paid in full. 4. Liquidation, Dissolution or Winding Up. (A) Upon any liquidation, dissolution or winding up of the Corporation, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series B Preferred Stock unless, prior thereto, the holders of shares of Series B Preferred Stock shall have received $25.00 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the "Series B Liquidation Preference"). Following the payment of the full amount of the Series B Liquidation Preference, no additional distributions shall be made to the holders of shares of Series B Preferred Stock unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the "Common Adjustment") equal to the quotient obtained by dividing (i) the Series B Liquidation Preference by (ii) 100 (as appropriately adjusted as set forth in subparagraph (C) below to reflect such events as stock splits, stock dividends and recapitalizations with respect to the Common Stock) (such number in clause (ii) is hereinafter referred to as the "Adjustment Number"). Following the payment of the full amount of the Series B Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series B Preferred Stock and Common Stock, respectively, holders of Series B Preferred Stock and holders of shares of Common Stock shall receive their ratable and proportionate share of A-3 the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Series B Preferred Stock and Common Stock, on a per share basis, respectively. (B) In the event, however, that there are not sufficient assets available to permit payment in full of the Series B Liquidation Preference and the liquidation preferences of all other series of Preferred Stock, if any, which rank on a parity with the Series B Preferred Stock, then such remaining assets shall be distributed ratably to the holders of such parity shares in proportion to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Stock. (C) In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the Adjustment Number in effect immediately prior to such event shall be adjusted by multiplying such Adjustment Number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. 5. Conversion on Merger, Consolidation, etc. In case the Corporation shall enter into any merger, consolidation, combination or other transaction in which the shares of Common Stock are exchanged or changed into other stock or securities, cash and/or any other property, then in any such case each share of Series B Preferred Stock shall at the time be similarly exchanged or changed in an amount per share (subject to the provision for adjustment hereinafter set forth) equal to 100 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series B Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. 6. Redemption. The outstanding shares of Series B Preferred Stock shall not be redeemable. 7. Condition to Issuance of any other Series. The Articles of Incorporation of the Corporation shall not be further amended to provide for the issuance of any other series of Preferred Stock without the affirmative vote of the holders of at least two-thirds of the outstanding A-4 shares of Series B Preferred Stock, voting separately as one voting group. IN WITNESS WHEREOF, said Samir F. Gibara, President, and James Boyazis, Secretary, of The Goodyear Tire & Rubber Company, acting on behalf of said corporation, have hereunto subscribed their names and caused the seal of said corporation to be hereunto affixed this 4th day of June, 1996. By: ------------------------------------- Samir F. Gibara, President By: ------------------------------------- James Boyazis, Secretary [SEAL] A-5 EXHIBIT B --------- (Form of Right Certificate] Certificate No. R- Rights NOT EXERCISABLE AFTER JULY 29, 2006 OR EARLIER IF NOTICE OF REDEMPTION OR EXCHANGE IS GIVEN. THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY, AT $.001 PER RIGHT AND TO EXCHANGE ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES RIGHTS MAY NOT BE EXERCISABLE. [THE RIGHTS REPRESENTED BY THIS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN ASSOCIATE OR AFFILIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT). ACCORDINGLY, THIS RIGHT CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF THE RIGHTS AGREEMENT.]* EQUISERVE TRUST COMPANY, N.A. Right Certificate This certifies that ______________________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Amended and Restated Rights Agreement dated as of April 15, 2002 (the "Rights Agreement") between THE GOODYEAR TIRE & RUBBER COMPANY, an Ohio corporation (the "Company"), and EQUISERVE TRUST COMPANY, N.A., a Delaware corporation (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M. (Akron time) on July 29, 2006 at the office of the Rights Agent, or its successors as Rights Agent, in New York, B-1 - -------------------- *The portion of the legend in brackets shall be inserted only if applicable. New York, one one-hundredth of a fully paid and nonassessable share of the Series B Preferred Stock, without par value (the "Preferred Stock"), of the Company, at a purchase price of $250.00 per share (the "Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase and related certificate duly executed. The number of Rights evidenced by this Right Certificate (and the number of shares which may be purchased upon exercise thereof) set forth above, and the Purchase Price per share set forth above, are the number and Purchase Price as of July 29, 1996, based on the Preferred Stock of the Company as constituted at such date. Upon the occurrence of a Section 11(a)(ii) Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Right Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined in the Rights Agreement), (ii) a transferee of any such Acquiring Person, Associate of Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who after such transfer, became an Acquiring Person, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Section 11(a)(ii) Event. As provided in the Rights Agreement, the Purchase Price and the number of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Right Certificates. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and at the executive offices of the Company. This Right Certificate, with or without other Right Certificates, upon surrender at the designated office of the Rights Agent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one one-hundredths of a share of Preferred Stock as the.Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof, along with a signature guarantee and such other and further documentation as the Rights Agent may reasonably request, another Right Certificate or Right Certificates for the number of whole Rights not exercised. B-2 - -------------------- *The portion of the legend in brackets shall be inserted only if applicable. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate (a) may be redeemed by the Company at its option at a redemption price of $.001 per Right at any time prior to the earlier of the close of business on (i) the tenth Business Day following the Shares Acquisition Date or (ii) the Final Expiration Date, or (b) may be exchanged in whole or in part for shares of the Common Stock, and/or other securities, cash or other assets of the Company deemed to have the same value as shares of the Common Stock, at any time after a Section 11(a)(ii) Event. No fractional shares of the Preferred Stock (or other securities) will be issued upon the exercise or exchange of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock which may, at the option of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged for shares of the Common Stock as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. B-3 WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of , . [SEAL] ATTEST: THE GOODYEAR TIRE & RUBBER COMPANY By: By: --------------------------- ---------------------------------------- Name: Name: Title: Title: Countersigned: EQUISERVE TRUST COMPANY, N.A. as Rights Agent By: Authorized Signature Date: B-4 (Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificates.) FOR VALUE RECEIVED ________________________________ hereby sells, assigns and transfers unto _______________________________________________ ___________________________________________________ (Please print name and address of transferee) ________________________________________________________________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________________________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: -------------------, ----- ---------------------------------------- Signature Signature Guaranteed: (Signatures must be guaranteed.) B-5 CERTIFICATE ----------- The undersigned hereby certifies by checking the appropriate boxes that: (1) This Right Certificate |_| is |_| is not being sold, assigned and transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined pursuant to the Rights Agreement); (2) After due inquiry and to the best knowledge of the undersigned, it |_| did |_| did not acquire the Rights evidenced by this Right Certificate from any Person who is, was or subsequently became an Acquiring Person or an Affiliate or Associate of an Acquiring Person. (3) Exercising this Right Certificate will |_| will not |_| enable the undersigned, its Affiliates, its Associates, and/or any other Person with which the undersigned or any of the undersigned's Affiliates or Associates has any agreement, arrangement or understanding (whether or not in writing) for the purpose of acquiring, holding, voting or disposing of securities of the Company, to become an Acquiring Person. Dated: ------------------------- ---------------------------------------- Signature Signature Guaranteed: (Signatures must be guaranteed.) NOTICE ------ The signature to the foregoing Assignment and Certificate must correspond to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. B-6 FORM OF ELECTION TO PURCHASE ---------------------------- (To be executed if holder desires to exercise Rights evidenced by the Right Certificate.) To The Goodyear Tire & Rubber Company: The undersigned hereby irrevocably elects to exercise _____________ Rights represented by this Right Certificate to purchase the shares of the Series B Preferred Stock issuable upon the exercise of such Rights (or such other securities of the Company or of any other Person which may be issuable upon the exercise of the Rights) and requests that certificates for such shares be issued in the name of: Please insert social security or other taxpayer identifying number - -------------------------------------------------------------------------- (Please print name and address) - -------------------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other taxpayer identifying number - -------------------------------------------------------------------------- (Please print name and address) - -------------------------------------------------------------------------- Dated: ------------------------- --------------------------------------- Signature B-7 Signature Guaranteed: (Signature must conform in all respects to (Signatures must be guaranteed.) name of holder as specified on the face of this Right Certificate) B-8 CERTIFICATE ----------- The undersigned hereby certifies by checking the appropriate box that: (1) This Right Certificate |_| is |_| is not being sold, assigned and transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined pursuant to the Rights Agreement); (2) After due inquiry and to the best knowledge of the undersigned, it |_| did |_| did not acquire the Rights evidenced by this Right Certificate from any Person who is, was or subsequently became an Acquiring Person or an Affiliate or Associate of an Acquiring Person. (3) Exercising this Right Certificate will |_| will not |_| enable the undersigned, its Affiliates, its Associates, and/or any other Person with which the undersigned or any of the undersigned's Affiliates or Associates has any agreement, arrangement or understanding (whether or not in writing) for the purpose of acquiring, holding, voting or disposing of securities of the Company, to become an Acquiring Person. Dated: ------------------------- --------------------------------------- Signature Signature Guaranteed: (Signatures must be guaranteed.) - ------------------------------------- NOTICE ------ The signature to the foregoing Election to Purchase and Certificate must correspond to the name as written upon the face of this Right Certificate in every particular, without alteration or.enlargement or any change whatsoever. B-9 EXHIBIT C --------- SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK On June 4, 1996 the Board of Directors of THE GOODYEAR TIRE & RUBBER COMPANY (the "Company") declared a dividend distribution of one Right for each outstanding share of Common Stock, without par value (the "Common Stock"), of the Company. The distribution is payable on July 29, 1996 (the "Record Date") to the shareholders of record on the Record Date. Each Right entitles the registered holder to purchase from the Company one one-hundredth of a share of Series B Preferred Stock, without par value (the "Preferred Stock"), or in certain circumstances, Common Stock, other securities, cash or assets as summarized below, at a price of $250.00 (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Amended and Restated Rights Agreement (the "Rights Agreement") between the Company and EquiServe Trust Company, N.A., as Rights Agent (the "Rights Agent"). DISTRIBUTION DATE; TRANSFER OF RIGHTS Until the earlier to occur of (i) ten days following the date (the "Shares Acquisition Date") of the public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired, or obtained the right to acquire, beneficial ownership of a number of shares of the Common Stock equal to 15% or more (20% or more in certain limited circumstances) of the outstanding shares of the Common Stock or (ii) ten Business Days following the commencement or announcement of an intention to make a tender offer or exchange offer if, upon consummation thereof, such person would be an Acquiring Person (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of the Record Date, by such Common Stock certificate. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date upon transfer or new issuance of the common Stock will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any of the Common Stock certificates outstanding as of the Record Date will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire at the C-1 close of business on July 29, 2006, unless earlier redeemed or exchanged by the Company as described below. EXERCISE OF RIGHTS FOR SHARES OF THE COMMON STOCK OF THE COMPANY In the event that a Person becomes an Acquiring Person at any time following the Rights Dividend Declaration Date, each holder of a Right will, after the Distribution Date, have the right to receive, upon exercise, shares of Common Stock (or, in certain circumstances, cash, property or other securities of the Company) having a value equal to two times the Purchase Price of the Right then in effect. Notwithstanding any of the foregoing, following the occurrence of the event set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. EXERCISE OF RIGHTS FOR SHARES OF THE ACQUIRING COMPANY In the event that, at any time following a Section 11(a)(ii) Event, (i) the Company is acquired in a merger or other business combination transaction, or (ii) 50% or more of the Company's assets or earning power is sold or transferred, each holder of a Right (except Rights which previously have been voided as set forth above) shall thereafter have the right to receive, upon exercise, the common stock or other capital stock of the acquiring company having a value equal to two times the Purchase Price of the Right then in effect. The events set forth in this paragraph and in the preceding paragraph are referred to as "Triggering Events." ADJUSTMENTS TO PURCHASE PRICE The Purchase Price payable, and the number of shares of Preferred Stock (or Common Stock or other securities, as the case may be) issuable upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a dividend of shares on, or a subdivision, combination or reclassification of, the Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights or warrants to subscribe for shares of the Preferred Stock or convertible securities at less than the current market price of the Preferred Stock or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends or dividends payable in the Preferred Stock) or of subscription rights or warrants (other than those referred to above). Prior to the Distribution Date, the Board of Directors of the Company may make such equitable adjustments as it deems appropriate in the circumstances in lieu of any adjustment otherwise required by the foregoing. With certain exceptions, no adjustment in the Purchase Price will be required until the time at which cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional shares will be issued and, in lieu thereof, an adjustment in cash will be made based on the market price of the Common Stock on the last trading date prior to the date of exercise. C-2 REDEMPTION AND EXCHANGE OF RIGHTS At any time prior to 5:00 P.M. Akron time on the tenth day following the Shares Acquisition Date, the Company may redeem the Rights in whole, but not in part, at a price of $.001 per Right (the "Redemption Price"). Under certain circumstances set forth in the Rights Agreement, the decision to redeem shall require the concurrence of a majority of the Independent Directors. Immediately upon the action of the Board of Directors of the Company electing to redeem the Rights with, if required, the concurrence of the Independent Directors, the Company shall make announcement thereof, and upon such action, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. At any time after the occurrence of any of the events set forth under the heading "Exercise of Rights for shares of the Common Stock of the Company" above, the Board of Directors may exchange the Rights (other than Rights owned by an Acquiring Person, which have become void), in whole or in part, at an exchange ratio of one share of the Common Stock, and/or other securities, cash or other property deemed to have the same value as one share of the Common Stock, per Right, subject to adjustment. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. AMENDMENTS TO TERMS OF THE RIGHTS Any of the provisions of the Amended and Restated Rights Agreement may be amended by the Board of Directors of the Company prior to the Distribution Date. After the Distribution Date, the provisions of the Rights Agreement may be amended by the Board in order to cure any ambiguity, defect or inconsistency, or to make changes which do not adversely affect the interests of holders of Rights (excluding the interest of any Acquiring Person); provided, that no supplement or amendment may be made on or after the Distribution Date which changes those provisions relating to the principal economic terms of the Rights. The Board may also, with the concurrence of a majority of the Independent Directors, extend the redemption period for up to an additional twenty Business Days. A copy of the Rights Agreement will be filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A dated on May 2, 2002. A copy of the Rights Agreement is available free of charge from the Company. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is hereby incorporated herein by reference. C-3 EX-4.4 8 l93286aexv4w4.txt EX-4.4 SPECIMEN NONDENOMINATIONAL CERTIFICATE EXHIBIT 4.4 COMMON STOCK COMMON STOCK M NUMBER SHARES [GOODYEAR LOGO] INCORPORATED UNDER THE LAWS OF THE STATE OF OHIO THE GOODYEAR TIRE & RUBBER COMPANY THIS CERTIFICATE IS TRANSFERABLE IN THE CITY OF NEW YORK. SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 382550 10 1 This is to Certify that is the owner of FULL-PAID AND NON-ASSESSABLE SHARES WITHOUT PAR VALUE OF THE COMMON STOCK OF The Goodyear Tire & Rubber Company transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this certificate properly endorsed. This certificate is not valid until countersigned by the Transfer Agent and registered by the Registrar. Witness the seal of the Corporation and the signatures of its duly authorized officers. Dated The Goodyear Tire & Rubber Company. /s/ C. T. Harvie [SEAL] /s/ Samir Gibara SECRETARY CHAIRMAN OF THE BOARD COUNTERSIGNED AND REGISTERED: EQUISERVE TRUST COMPANY, N.A. TRANSFER AGENT BY AND REGISTRAR. AUTHORIZED SIGNATURE. THE GOODYEAR TIRE & RUBBER COMPANY THE GOODYEAR TIRE & RUBBER COMPANY WILL MAIL, WITHOUT CHARGE, TO THE REGISTERED HOLDER OF THIS CERTIFICATE A COPY OF THE EXPRESS TERMS (AS SET FORTH IN THE ARTICLES OF INCORPORATION AND THE CODE OF REGULATIONS OF THE CORPORATION) OF THE SHARES OF THE COMMON STOCK OF THE CORPORATION AND OF OTHER CLASSES OR SERIES OF SHARES, IF ANY, WHICH THE CORPORATION IS AUTHORIZED TO ISSUE WITHIN FIVE DAYS AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR, ADDRESSED TO THE SECRETARY OF THE CORPORATION, AKRON, OHIO 44316. This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between THE GOODYEAR TIRE & RUBBER COMPANY and EQUISERVE TRUST COMPANY, N.A., as Rights Agent,dated as of June 4, 1996 (the "Rights Agreement"), as amended and restated, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of THE GOODYEAR TIRE & RUBBER COMPANY. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. THE GOODYEAR TIRE & RUBBER COMPANY will mail to the holder of this certificate a copy of the Rights Agreement (as in effect on the date of mailing) without charge promptly after receipt of a written request therefor. Under certain circumstances, Rights which are or were beneficially owned by Acquiring Persons or their Affiliates or Associates (as such terms are defined in the Rights Agreement), and any subsequent holder of such Rights, may become null and void. Explanation of Abbreviations: The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:
TEN COM as tenants in common JT TEN as joint tenants with right of TEN ENT as tentants by the entireties survivorship and not as tenants in common UNIF GIFT MIN ACT Uniform Gifts to Minors Act
Additional abbreviations may also be used though not in the above list. - -------------------------------------------------------------------------------- ASSIGNMENT For value received, ________________________ hereby sell, assign and transfer unto (Please Print or Type Name and Address of Assignee) Name Insert here Social Security or Other Identifying Number of Assignee - -------------------------------------------- Street SHARES - -------------------------------------------- City, State and Zip Code - -------------------------------------------------------------------------------- (Please Print or Type Name and Address of Assignee) Name Insert here Social Security or Other Identifying Number of Assignee - -------------------------------------------- Street SHARES - -------------------------------------------- City, State and Zip Code - -------------------------------------------------------------------------------- of the capital stock represented by the within Certificate and do hereby irrevocably constitute and appoint ________________________ _______________________________ Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises. Issue certificate to the same owner as shown on the face SHARES of this certificate for any shares not assigned above Dated __________________________ X __________________________________________________________ (The signature here must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever.) SIGNATURE GUARANTEED: EX-4.5 9 l93286aexv4w5.txt EX-4.5 INDENTURE BETWEEN GOODYEAR AND JP MORGAN EXHIBIT 4.5 - -------------------------------------------------------------------------------- INDENTURE BETWEEN THE GOODYEAR TIRE & RUBBER COMPANY AND JPMORGAN CHASE BANK, AS TRUSTEE --------------------- DATED AS OF JUNE 1, 2002 --------------------- DEBT SECURITIES THE GOODYEAR TIRE & RUBBER COMPANY CERTAIN SECTIONS OF THIS INDENTURE RELATING TO SECTIONS 310 THROUGH 318, INCLUSIVE, OF THE TRUST INDENTURE ACT OF 1939. Trust Indenture Act Section Indenture Section - --------------------------- ----------------- 310 (a)(1) 6.09 (a)(2) 6.09 (a)(3) Not Applicable (a)(4) 6.08 (b) 6.11 311 (a) 6.13 (b) 6.13 312 (a) 7.01 7.02(a) (b) 7.02(b) (c) 7.02(c) 313 (a) 7.03(a) (b) 7.03(a) (c) 7.03(a) (d) 7.03(b) 314 (a) 7.04 (a)(4) 1.01 10.05 (b) Not Applicable (c)(1) 1.02 (c)(2) 1.02 (c)(3) Not Applicable (d) Not Applicable (e) 1.02 315 (a) 6.01 (b) 6.02 (c) 6.01 (d) 6.01 (e) 5.14 316 (a) 1.01 (a)(1)(A) 5.02 5.12 (a)(2)(B) 5.13 (a)(2) Not Applicable (b) 5.08 (c) 1.04(c) 317 (a)(1) 5.03 (a)(2) 5.04 (b) 10.04 318 (a) 1.07 NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be a part of the Indenture. TABLE OF CONTENTS
Page ---- ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION SECTION 1.01. Definitions.......................................................1 SECTION 1.02. Compliance Certificates and Opinions..............................7 SECTION 1.03. Form of Documents Delivered to Trustee............................8 SECTION 1.04. Acts of Holders; Record Dates.....................................8 SECTION 1.05. Notices, Etc., to Trustee and Company............................10 SECTION 1.06. Notice to Holders; Waiver........................................10 SECTION 1.07. Conflict with Trust Indenture Act................................11 SECTION 1.08. Effect of Headings and Table of Contents.........................11 SECTION 1.09. Successors and Assigns...........................................11 SECTION 1.10. Separability Clause..............................................11 SECTION 1.11. Benefits of Indenture............................................11 SECTION 1.12. Governing Law....................................................11 SECTION 1.13. Legal Holidays...................................................11 ARTICLE TWO SECURITY FORMS SECTION 2.01. Forms Generally..................................................11 SECTION 2.02. Form of Face of Security.........................................12 SECTION 2.03. Form of Reverse of Security......................................13 SECTION 2.04. Form of Legend for Global Securities.............................17 SECTION 2.05. Form of Trustee's Certificate of Authentication..................17 ARTICLE THREE THE SECURITIES SECTION 3.01. Amount of Securities Issuable Unlimited; Issuable in Series.........................................................17 SECTION 3.02. Denominations....................................................20 SECTION 3.03. Execution, Authentication, Delivery and Dating...................20 SECTION 3.04. Temporary Securities.............................................21 SECTION 3.05. Registration, Registration of Transfer and Exchange..............21 SECTION 3.06. Mutilated, Destroyed, Lost and Stolen Securities.................23 SECTION 3.07. Payment of Interest; Interest Rights Preserved...................24 SECTION 3.08. Persons Deemed Owners............................................24 SECTION 3.09. Cancellation.....................................................24 SECTION 3.10. Computation of Interest..........................................25
(i) ARTICLE FOUR SATISFACTION AND DISCHARGE SECTION 4.01. Satisfaction and Discharge of Indenture..........................25 SECTION 4.02. Application of Trust Money.......................................26 ARTICLE FIVE REMEDIES SECTION 5.01. Events of Default................................................26 SECTION 5.02. Acceleration of Maturity; Rescission and Annulment...............27 SECTION 5.03. Collection of Indebtedness and Suits for Enforcement by Trustee.................................................28 SECTION 5.04. Trustee May File Proofs of Claim.................................28 SECTION 5.05. Trustee May Enforce Claims Without Possession of Securities.....................................................29 SECTION 5.06. Application of Money Collected...................................29 SECTION 5.07. Limitation on Suits .............................................29 SECTION 5.08 Unconditional Right of Holders to Receive Principal, Premium and Interest and to Convert.....................30 SECTION 5.09. Restoration of Rights and Remedies...............................30 SECTION 5.10. Rights and Remedies Cumulative...................................30 SECTION 5.11. Delay or Omission Not Waiver.....................................30 SECTION 5.12. Control by Holders...............................................30 SECTION 5.13. Waiver of Past Defaults .........................................30 SECTION 5.14. Undertaking for Costs............................................31 SECTION 5.15. Waiver of Usury, Stay or Extension Laws..........................31 ARTICLE SIX THE TRUSTEE SECTION 6.01. Certain Duties and Responsibilities..............................31 SECTION 6.02. Notice of Defaults...............................................32 SECTION 6.03. Certain Rights of Trustee........................................32 SECTION 6.04. Not Responsible for Recitals or Issuance of Securities...........33 SECTION 6.05. May Hold Securities..............................................33 SECTION 6.06. Money Held in Trust..............................................33 SECTION 6.07. Compensation and Reimbursement...................................33 SECTION 6.08. Disqualification; Conflicting Interests..........................34 SECTION 6.09. Corporate Trustee Required; Eligibility..........................34 SECTION 6.10. Resignation and Removal; Appointment of Successor................34 SECTION 6.11. Acceptance of Appointment by Successor...........................35 SECTION 6.12. Merger, Conversion, Consolidation or Succession to Business......36 SECTION 6.13. Preferential Collection of Claims Against Company................36 SECTION 6.14. Appointment of Authenticating Agent..............................36

(ii) ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY SECTION 7.01. Company to Furnish Trustee Names and Addresses of Holders........38 SECTION 7.02. Preservation of Information; Communications to Holders...........38 SECTION 7.03. Reports by Trustee...............................................38 SECTION 7.04. Reports by Company...............................................38 ARTICLE EIGHT CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE SECTION 8.01. Company May Consolidate, etc., Only on Certain Terms.............39 SECTION 8.02. Successor Corporation to be Substituted..........................39 SECTION 8.03. Opinion of Counsel to be Given Trustee...........................39 ARTICLE NINE SUPPLEMENTAL INDENTURES SECTION 9.01. Supplemental Indentures Without Consent of Holders...............39 SECTION 9.02. Supplemental Indentures With Consent of Holders..................40 SECTION 9.03. Execution of Supplemental Indentures.............................41 SECTION 9.04. Effect of Supplemental Indentures................................41 SECTION 9.05. Conformity with Trust Indenture Act..............................41 SECTION 9.06. Reference in Securities to Supplemental Indentures...............41 ARTICLE TEN COVENANTS SECTION 10.01. Payment of Principal, Premium and Interest..........................42 SECTION 10.02. Maintenance of Office or Agency.....................................42 SECTION 10.03. Vacancy in the Office of Trustee....................................42 SECTION 10.04. Money for Securities Payments to be Held in Trust...................42 SECTION 10.05. Limitation on Secured Indebtedness..................................43 SECTION 10.06. Limitation on Sale and Leaseback Transactions.......................44 SECTION 10.07. Existence...........................................................45 SECTION 10.08. Statement by Officers as to Default.................................45 SECTION 10.09. Waiver of Certain Covenants.........................................45

(iii) ARTICLE ELEVEN REDEMPTION OF SECURITIES SECTION 11.01. Applicability of Article............................................45 SECTION 11.02. Election to Redeem; Notice to Trustee...............................45 SECTION 11.03. Selection by Trustee of Securities to be Redeemed...................45 SECTION 11.04. Notice of Redemption................................................46 SECTION 11.05. Deposit of Redemption Price.........................................47 SECTION 11.06. Securities Payable on Redemption Date...............................47 SECTION 11.07. Securities Redeemed in Part.........................................47 ARTICLE TWELVE SINKING FUNDS SECTION 12.01. Applicability of Article............................................47 SECTION 12.02. Satisfaction of Sinking Fund Payments with Securities...............47 SECTION 12.03. Redemption of Securities for Sinking Fund...........................48 ARTICLE THIRTEEN DEFEASANCE AND COVENANT DEFEASANCE SECTION 13.01. Applicability of Article; Company's Option To Effect Defeasance or Covenant Defeasance..............................48 SECTION 13.02. Defeasance and Discharge............................................48 SECTION 13.03. Covenant Defeasance.................................................49 SECTION 13.04. Conditions to Defeasance or Covenant Defeasance.....................49 SECTION 13.05. Deposited Money and U.S. Government Obligations to be Held in Trust; Other Miscellaneous Provisions..................51 SECTION 13.06. Reinstatement.......................................................51 ARTICLE FOURTEEN IMMUNITY OF SHAREHOLDERS, OFFICERS AND DIRECTORS SECTION 14.01. Exemption from Individual Liability.................................52 Testimonium........................................................................52 Signatures and Seals...............................................................52 Acknowledgements...................................................................53

NOTE: This Table of Contents shall not, for any purpose, be deemed to be a part of the Indenture. (iv) INDENTURE dated as of June 1, 2002, between THE GOODYEAR TIRE & RUBBER COMPANY, a corporation duly organized and existing under the laws of the State of Ohio (herein called the "Company"), having its principal offices at 1144 East Market Street, Akron, Ohio 44316-0001, and JPMORGAN CHASE BANK, a banking corporation duly organized and existing under the laws of the State of New York, as Trustee (herein called the "Trustee"). RECITALS OF THE COMPANY The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its unsecured debentures, notes or other evidences of indebtedness (herein called the "Securities"), to be issued in one or more series as in this Indenture provided. All things necessary to make this Indenture a valid agreement of the Company, in accordance with its terms, have been done. NOW, THEREFORE, THIS INDENTURE WITNESSETH: For and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Securities or of series thereof, as follows: ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION SECTION 1.01. DEFINITIONS. For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires: (a) the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular; (b) all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein; (c) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles, and, except as otherwise herein expressly provided, the term "generally accepted accounting principles" with respect to any computation required or permitted hereunder shall mean such accounting principles as are generally accepted at the date hereof; (d) Unless the context otherwise requires, any reference to an "Article" or "Section" refers to an Article or a Section, as the case may be, of this Indenture; and (e) the words "herein", "hereof" and "hereunder" and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision. "Act", when used with respect to any Holder, has the meaning specified in Section 1.04. "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 1 definition, "control" when used with respect to any specified Person means the power to direct 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. "Attributable Debt" means, as to any particular lease under which any Person is at the time liable, at any date as of which the amount thereof is to be determined, the total net amount of rent required to be paid by such Person under such lease during the remaining term thereof (excluding renewals at the option of lessee), discounted from the respective due dates thereof at a rate per annum equal to the lesser of (i) prevailing market interest rate, at the date as of which the amount of such discounted net rent is being or to be determined, on United States Treasury obligations having a maturity substantially equal to the average term of all payments due under such lease, plus 3%, or (ii) weighted average rate per annum interest rate borne by Outstanding Securities at the date as of which the amount of such discounted net rent is being or to be determined. The net amount of rent required to be paid under any such lease for any such period shall be the amount of the rent payable by the lessee, reduced by the amount of any income from any sublease under such lease, with respect to such period, excluding amounts required to be paid on account of maintenance and repairs, insurance, taxes, assessments, water rates and similar charges and contingent rents such as those based on sales. In the case of any lease which is terminable by the lessee upon the payment of a penalty, such net amount shall also include the amount of such 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. "Authenticating Agent" means any Person authorized by the Trustee pursuant to Section 6.14 to act on behalf of the Trustee to authenticate Securities of one or more series. "Board of Directors" means either the Board of Directors of the Company or any duly authorized committee of that board or any directors or officers of the Company to whom such board of directors shall have delegated its authority to act hereunder. "Board Resolution" means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification and delivered to the Trustee. "Business Day", when used with respect to any Place of Payment, means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in that Place of Payment are authorized or obligated by law or executive order to close. "Commission" means the Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act or, if at any time after the execution of this instrument 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. "Company" means the Person named as the "Company" in the first paragraph of this instrument until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter "Company" shall mean such successor Person. "Company Request" or "Company Order" means a written request or order signed in the name of the Company by its Chairman of the Board, its President or a Vice President and by its Treasurer, its Comptroller, an Assistant Comptroller, an Assistant Treasurer, its Secretary or an Assistant Secretary and delivered to the Trustee. "Company Sale" has the meaning specified in Section 8.01. "Consolidated Assets of the Company and Subsidiaries" means, as at the date as of which any determination is being or to be made, the total consolidated assets of the Company and Subsidiaries as shown on 2 the consolidated balance sheet of the Company for the then most recently ended fiscal quarter of the Company (as such consolidated balance sheet is filed with the Securities and Exchange Commission pursuant to the Exchange Act). "Consolidated Subsidiary" means, as at the date as of which any determination is being or to be made, each Subsidiary included in the Company's consolidated statement of income and consolidated balance sheet for the then most recently completed fiscal quarter of the Company. "Corporate Trust Office" means the office of the Trustee in the Borough of Manhattan, the City of New York, at which at any particular time its corporate trust business shall be principally administered. "corporation" means a corporation, association, company, limited liability company, joint-stock company or business trust. "Defaulted Interest" has the meaning specified in Section 3.07. "Defeasible Covenant" has the meaning specified in Section 13.03. "Depositary" means, with respect to the Securities of any series issuable or issued in whole or in part in the form of one or more Global Securities, the Person designated as Depositary for such series by the Company pursuant to Section 3.01, which Person shall be a clearing agency registered under the Exchange Act; and, if at any time there is more than one such Person, "Depositary", as used with respect to the Securities of any series, shall mean the Depositary with respect to the Securities of such series. "Dollars", "dollars", "U.S.$", or "$" shall mean lawful money of the United States of America. "Dollar Equivalent" shall mean, in respect of any amount of any currency, and as at the date and time as of which any determination thereof is being or to be made, that number of Dollars into which such amount of currency may be converted on such date, which shall be equal to the product of (a) the principal amount of such currency (expressed in standard units of such currency) multiplied by (b) the prevailing spot rate for exchanging such currency into Dollars as quoted on page "Spot" of the Reuter System (or on a comparable page of the Telerate System or the Bloomberg Business Information System) as at such date and time as of which the determination of Dollar Equivalent is being or to be made, or, if no rate is quoted in respect of such currency on the Reuter System (or the Telerate System or the Bloomberg Business Information System, as applicable) display designated page "Spot" (or such comparable page, as applicable) as at such date and time, the prevailing spot rate for exchanging such currency into Dollars in the New York City foreign currency exchange market (or, if a more substantial and liquid market for the exchange of such currency, the London currency exchange market or the currency exchange market in the principal financial center of such currency) as at such date and time. "Event of Default" has the meaning specified in Section 5.01. "Exchange Act" means the Securities Exchange Act of 1934 and any successor act thereto, in each case as amended from time to time. "Expiration Date" has the meaning specified in Section 1.04(c). "Foreign Government Obligation" has the meaning specified in Section 13.04. "Funded Debt" of any Person means, as at any date as of which any determination thereof is being or to be made, any Indebtedness of such Person that by its terms (i) will mature more than one year after the date it was issued, incurred, assumed or guaranteed by such Person, or (ii) will mature one year or less after the date it was issued, incurred, assumed or guaranteed which at such date of determination may be renewed or extended at the election or option of such Person so as to mature more than one year after such date of 3 determination. "GAAP" means generally accepted accounting principles in the United States. "Global Security" means a Security bearing the legend prescribed in Section 2.04 (or such legend as may be specified as contemplated by Section 3.01 for such Securities) evidencing all or part of a series of Securities, authenticated and delivered to the Depositary for such series or its nominee and registered in the name of such Depositary or nominee. "Holder" means a Person in whose name a Security is registered in the Security Register. "Indebtedness" of any Person means, as at the date as of which any determination thereof is being or is to be made and in respect of any Person, (without duplication and excluding in the case of the Company and the Restricted Subsidiaries intercorporate debt solely between the Company and a Restricted Subsidiary or between Restricted Subsidiaries) all (i) indebtedness of such Person for borrowed money, (ii) obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (iii) obligations of such Person to pay the deferred purchase price of property or services under conditional sales or other similar agreements which provide for the deferral of the payment of the purchase price for a period in excess of one year following the date of such Person's receipt and acceptance of the complete delivery of such property and/or services, and (iv) obligations of such Person as lessee under leases which obligations are, in accordance with GAAP, recorded as capital lease obligations. Whenever any determination of the amount of Indebtedness is required or permitted to be, or is otherwise being or to be, made for any purpose under this Indenture, the amount of any such Indebtedness denominated in any currency other than Dollars shall be calculated at the Dollar Equivalent of such Indebtedness as at the date as of which such determination of the amount of Indebtedness is being or to be made, except that, if all or any portion of the principal amount of any such Indebtedness which is payable in a currency other than Dollars is hedged into Dollars, the principal amount of such hedged Indebtedness, or the hedged portion thereof, shall be deemed to be equal to the amount of Dollars specified in, or determined pursuant to, the applicable hedging contract. "Indenture" means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof, including, for all purposes of this instrument, and any such supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and govern this instrument and any such supplemental indenture, respectively. The term "Indenture" shall also include the terms of particular series of Securities established as contemplated by Section 3.01. "interest", when used with respect to an Original Issue Discount Security which by its terms bears interest only after Maturity, means interest payable after maturity. "Interest Payment Date", when used with respect to any Security, means the Stated Maturity of an installment of interest on such Security. "Lien" means, with respect to an asset of any Person, (a) any mortgage, deed of trust, lien, pledge, encumbrance, charge or security interest in or on such asset, other than for (i) taxes or any other obligation or liability imposed under any law or regulation of the United States of America, any State thereof or any political subdivision, department, agency, bureau or instrumentality of any thereof, or (ii) mechanics', materialmen's, repairmen's or other similar liens incurred in the ordinary course of business, or (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement relating to such asset. "Maturity", when used with respect to any Security, means the date on which the principal of such Security or an installment of principal becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise. 4 "Notice of Default" means a written notice of the kind specified in Section 5.01(d). "Officers' Certificate" means a certificate signed by the Chairman of the Board, any President or any Vice President, the chief financial officer or the chief accounting officer of the Company and by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of the Company and delivered to the Trustee. One of the officers signing an Officers' Certificate given pursuant to Section 10.08 shall be the principal executive, financial or accounting officer of the Company. "Opinion of Counsel" means a written opinion of counsel, who may be counsel for the Company. "Original Issue Discount Security" means any Security which provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02. "Outstanding", when used with respect to Securities, means, as of the date of determination, all Securities theretofore authenticated and delivered under this Indenture, except: (a) Securities theretofore canceled by the Trustee or delivered to the Trustee for cancellation; (b) Securities for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent) for the Holders of such Securities; provided that, if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made; (c) Securities as to which defeasance has been effected pursuant to Section 13.02; and (d) Securities which have been paid pursuant to Section 3.06 or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Securities are held by a protected purchaser in whose hands such Securities are valid obligations of the Company; provided, however, that, in determining whether the Holders of the requisite principal amount of the Outstanding Securities have given, made or taken any request, demand, authorization, direction, notice, consent, waiver or other action hereunder, (i) the principal amount of an Original Issue Discount Security that shall be deemed to be Outstanding shall be the amount of the principal thereof that would be due and payable as of the date of such determination upon acceleration of the Maturity thereof pursuant to Section 5.02, (ii) the principal amount of a Security denominated in one or more foreign currencies or currency units shall be the Dollar Equivalent, determined in the manner provided as contemplated by Section 3.01 on the date of original issuance of such Security, of the principal amount (or, in the case of an Original Issue Discount Security, the Dollar Equivalent on the date of original issuance of such Security of the amount determined as provided in (i) above) of such Security and (iii) Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent, waiver or other action, only Securities which the Trustee knows to be so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to such Securities and that the pledgee is not the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor. "Paying Agent" means any Person authorized by the Company to pay the principal of or any 5 premium or interest on any Securities on behalf of the Company. "Person" means any individual, corporation, partnership, limited liability company, joint venture, trust, unincorporated organization or government or any agency or political subdivision thereof. "Place of Payment", when used with respect to the Securities of any series, means the place or places where the principal of and any premium and interest on the Securities of that series are payable as specified as contemplated by Section 3.01. "Predecessor Security" of any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 3.06 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Security. "Redemption Date", when used with respect to any Security to be redeemed, means the date fixed for such redemption by or pursuant to this Indenture. "Redemption Price", when used with respect to any Security to be redeemed, means the price at which it is to be redeemed pursuant to this Indenture. "Regular Record Date" for the interest payable on any Interest Payment Date on the Securities of any series means the date specified for that purpose as contemplated by Section 3.01. "Responsible Officer", when used with respect to the Trustee, means any officer in the Corporate Trust Office of the Trustee with direct responsibility for the administration of this Indenture and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject. "Restricted Property" means any manufacturing plant or equipment owned by the Company or a Restricted Subsidiary which is used primarily to manufacture tires or other automotive products and is located within any one or more of the States of the United States of America, but shall not include (i) tire retreading plants, facilities or equipment, (ii) manufacturing plants, facilities or equipment which, in the opinion of the Board of Directors, are not of material importance to the total business conducted by the Company and its Subsidiaries, taken as a whole, (iii) plants, facilities or equipment which, in the opinion of the Board of Directors, are used primarily for transportation, marketing or warehousing, or (iv) any gas or oil pipeline or related assets. "Restricted Subsidiary" means a Subsidiary engaged primarily in manufacturing tires or other automotive products (i) substantially all the assets of which are located within, and substantially all the operations of which are conducted within, any one or more of the States of the United States of America, and (ii) which has assets in excess of 5% of the total amount of Consolidated Assets of the Company and Subsidiaries, as shown on the consolidated balance sheet for the then most recently ended fiscal quarter of the Company; except that such term shall not include any Subsidiary the principal business of which is financing accounts receivable, leasing, owning and developing real estate, or engaging in distribution, transportation and related activities. "Secured Indebtedness" means Indebtedness of the Company or any Restricted Subsidiary secured by a Lien on Restricted Property, but excluding Indebtedness which is either (i) outstanding on June 1, 2002 and is secured by one or more Liens existing on that date, including any renewals or extensions thereof, or (ii) not Funded Debt. "Securities" has the meaning stated in the first recital of this Indenture and more particularly means any Securities authenticated and delivered under this Indenture. 6 "Securities Act" means the Securities Act of 1933 and any statute successor thereto, in each case as amended from time to time. "Security Register" and "Security Registrar" have the respective meanings specified in Section 3.05. "Shareholders' Equity" means, at any date as of which any determination thereof is being or to be made, the sum of the stated capital, capital surplus and retained earnings of the Company and its Subsidiaries at such date, determined on a consolidated basis in accordance with GAAP. "Special Record Date" for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 3.07. "Stated Maturity", when used with respect to any Security or any installment of principal thereof or interest thereon, means the date specified in such Security as the fixed date on which the principal of such Security or such installment of principal or interest is due and payable. "Subsidiary" means a Person (other than an individual or a government or any agency or political subdivision thereof) more than 50% of the outstanding voting interest of which is owned, directly or indirectly, by the Company or by one or more other Subsidiaries, or by the Company and one or more other Subsidiaries, or the Company, in accordance with GAAP, otherwise consolidates as a Subsidiary of the Company. "Successor Company" has the meaning specified in Section 8.01. "Trustee" means the Person named as the "Trustee" in the first paragraph of this instrument until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter "Trustee" shall mean or include each Person who is then a Trustee hereunder, and if at any time there is more than one such Person, "Trustee" as used with respect to the Securities of any series shall mean the Trustee with respect to Securities of that series. "Trust Indenture Act" means the Trust Indenture Act of 1939 as in force at the date as of which this instrument was executed; provided, however, that in the event the Trust Indenture Act of 1939 is amended after such date, "Trust Indenture Act" means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended. "U.S. Government Obligations" has the meaning specified in Section 13.04. "Vice President", when used with respect to the Company or the Trustee, means any vice president, whether or not designated by a number or a word or words added before or after the title "vice president", but shall not include any assistant vice president. "Yield to Maturity", when used with respect to any Original Issue Discount Security, means the yield to maturity, if any, set forth in the prospectus supplement relating thereto, which shall be equal to the yield to maturity, if any, set forth on the face of such Security. SECTION 1.02. COMPLIANCE CERTIFICATES AND OPINIONS. Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall furnish to the Trustee such certificates and opinions as may be required under the Trust Indenture Act. Each such certificate or opinion shall be given in the form of an Officers' Certificate, if to be given by an officer of the Company, or an Opinion of Counsel, if to be given by counsel, and shall comply with the requirements of the Trust Indenture Act and any other requirements set forth in this Indenture. 7 Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: (a) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (c) a statement that, in the opinion of each such individual, 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 (d) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with. SECTION 1.03. FORM OF DOCUMENTS DELIVERED TO TRUSTEE. In any case where several matters are required to be certified by, or covered by, an opinion of any specified Person, such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an officer of the Company may be based insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or opinion of counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company stating that the information with respect to such factual matters is in the possession of the Company, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument. SECTION 1.04. ACTS OF HOLDERS; RECORD DATES. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.01) conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section. Without limiting the generality of the foregoing, a Holder, including a Depositary that is a Holder of a Global Security, may make, give or take, by a proxy, or proxies, duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other Act provided or permitted in this Indenture to be made, given or taken by Holders, and a Depositary that is a Holder of a Global Security may provide its proxy or 8 proxies to the beneficial owners of interest in any such Global Security. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient. (c) The Company may, in the circumstances permitted by the Trust Indenture Act, fix any day as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to give, make or take any request, demand, authorization, direction, notice, consent, waiver or other Act, or to vote on any action, authorized or permitted by this Indenture to be given, made or taken by Holders of Securities of such series, provided that the Company may not set a record date for, and the provisions of this paragraph shall not apply with respect to, the giving or making of any notice, declaration, request or direction referred to in the next paragraph. If not set by the Company prior to the first solicitation of a Holder of Securities of such series made by any Person in respect of any such action, or, in the case of any such vote, prior to such vote, the record date for any such action or vote shall be the 30th day (or, if later, the date of the most recent list of Holders required to be provided pursuant to Section 7.01) prior to such first solicitation or vote, as the case may be. With regard to any record date for action to be taken by the Holders of one or more series of Securities, only the Holders of Securities of such series on such date (or their duly designated proxies) shall be entitled to give or take, or vote on, the relevant action. If any record date is set pursuant to this paragraph, the Holders of Outstanding Securities of the relevant series on such record date, and no other Holders, shall be entitled to take the relevant action, whether or not such Holders remain Holders after such record date; provided that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding Securities of such series on such record date. Nothing in this paragraph shall be construed to prevent the Company from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and with no action by any Person be canceled and of no effect), and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite principal amount of any Outstanding Securities of the relevant series on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Company, at its own expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Trustee in writing and to each Holder of Securities of the relevant series in the manner set forth in Section 1.06. The Trustee may set any day as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to join in the giving or making of (i) any Notice of Default, (ii) any declaration of acceleration referred to in Section 5.02, (iii) any request to institute proceedings referred to in Section 5.07(b) or (iv) any direction referred to in Section 5.12, in each case with respect to Securities of such series. If any record date is set pursuant to this paragraph, the Holders of Outstanding Securities of such series on such record date, and no other Holders, shall be entitled to join in such notice, declaration, request or direction, whether or not such Holders remain Holders after such record date; provided that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding Securities of such series on such record date. Nothing in this paragraph shall be construed to prevent the Trustee from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and with no action by any Person be canceled and of no effect), and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding Securities of the relevant series on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Trustee, at the Company's expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Company in writing and to each Holder of Securities of the relevant series in the manner set forth in Section 1.06. 9 With respect to any record date set pursuant to this Section, the party hereto which set such record date may designate any day as the "Expiration Date" and from time to time may change the Expiration Date to any earlier or later day; provided that no such change shall be effective unless notice of the proposed new Expiration Date is given to the other party hereto in writing, and to each Holder of Securities of the relevant series in the manner set forth in Section 1.06, on or prior to the existing Expiration Date. If an Expiration Date is not designated with respect to any record date set pursuant to this Section, the party hereto which set such record date shall be deemed to have initially designated the 180th day after such record date as the Expiration Date with respect thereto, subject to its right to change the Expiration Date as provided in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be later than the 180th day after the applicable record date. (d) The ownership of Securities shall be proved by the Security Register. (e) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Security shall bind every future Holder of the same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Company in reliance thereon, whether or not notation of such action is made upon such Security. (f) Without limiting the foregoing, a Holder entitled hereunder to give or take any action hereunder with regard to any particular Security may do so with regard to all or any part of the principal amount of such Security or by one or more duly appointed agents, each of which may do so pursuant to such appointment with regard to all or any different part of such principal amount. SECTION 1.05. NOTICES, ETC., TO TRUSTEE AND COMPANY. Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with: (a) the Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Trustee at its Corporate Trust Office, Attention: Institutional Trust Services, or (b) the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, or dispatched for delivery (prepaid by the sender) by an overnight courier service with written evidence of delivery required, to the Company addressed to it at the address of its principal office specified in the first paragraph of this instrument, marked "Attention: Office of the General Counsel", or at any other address previously furnished in writing to the Trustee by the Company. SECTION 1.06. NOTICE TO HOLDERS; WAIVER. Where this Indenture provides for any notice to Holders, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder entitled to receive such notice, at his address as it appears in the Security Register, not later than the latest date (if any), and not earlier than the earliest date (if any), prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder. 10 SECTION 1.07. CONFLICT WITH TRUST INDENTURE ACT. If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act that is required under such Act to be a part of and govern this Indenture, the latter provision shall control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or to be excluded, as the case may be. SECTION 1.08. EFFECT OF HEADINGS AND TABLE OF CONTENTS. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. SECTION 1.09. SUCCESSORS AND ASSIGNS. All covenants and agreements in this Indenture by the Company shall bind its successors and assigns, whether so expressed or not. SECTION 1.10. SEPARABILITY CLAUSE. In case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. SECTION 1.11. BENEFITS OF INDENTURE. Nothing in this Indenture or in the Securities, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture. SECTION 1.12. GOVERNING LAW. This Indenture and the Securities shall be governed by and construed in accordance with the laws of the State of New York. SECTION 1.13. LEGAL HOLIDAYS. In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision of this Indenture or of the Securities (other than a provision of the Securities of any series which specifically states that such provision shall apply in lieu of this Section)) payment of interest or principal (and premium, if any) need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date or Redemption Date, or at the Stated Maturity; provided that no interest shall accrue for the period from and after such Interest Payment Date, Redemption Date or Stated Maturity, as the case may be. ARTICLE TWO SECURITY FORMS SECTION 2.01. FORMS GENERALLY. The Securities of each series shall be in substantially the form set forth in this Article, or in such other form as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistent herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.03 for the authentication and delivery of such Securities. The Trustee's certificates of authentication shall be in substantially the form set forth at Section 2.05. 11 The definitive Securities shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officer or officers of the Company executing such Securities, as evidenced by their execution of such Securities. SECTION 2.02. FORM OF FACE OF SECURITY. [Insert any legend required by the Internal Revenue Code and the regulations thereunder.] THE GOODYEAR TIRE & RUBBER COMPANY _________________________ CUSIP No. $ _________ THE GOODYEAR TIRE & RUBBER COMPANY, a corporation duly organized and existing under the laws of the State of Ohio (herein called the "Company", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to _____________________, or registered assigns, the principal sum of _________ [Dollars] [if other than Dollars, substitute other currency units] on ________, _____ [if the Security is to bear interest prior to Maturity, insert-, and to pay interest thereon from _______________ or from the most recent Interest Payment Date to which interest has been paid or duly provided for], [semiannually] [if other than semi-annual interest at a fixed rate, insert frequency of payment and payment dates] on _______ and _______ in each year, commencing ___________, at [if the Security is to bear interest at a fixed rate, insert- the rate of __% per annum], [if the Security is to bear interest at a rate determined with reference to one or more formula, refer to description index below] until the principal hereof is paid or made available for payment] [if applicable, insert-, and (to the extent that the payment of such interest shall be legally enforceable) at [if the Security is to bear interest at a fixed rate, insert- the rate of % per annum on any overdue principal and premium and on any overdue installment of interest from the dates such amounts are due until they are paid or made available for payment]. Interest shall be computed on the basis of [a 360-day year of 12 30-day months] [if another basis of calculating interest is to be different, insert a description of such method.] The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the _________ or __________ (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture]. [If the Securities are securities with respect to which the principal of or any premium or interest on, may be determined with reference to one or more indices or formulas, insert the text of such indices or formulas.] [If the Security is not to bear interest prior to Maturity, insert-- The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of ______% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. 12 Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of ____% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.] Payment of the principal of (and premium, if any) and [if applicable, insert-- any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in ___________ in such coin or currency of [the United States of America] [insert other currency or currency unit, if applicable] as at the time of payment is legal tender for payment of public and private debts [if applicable, insert-; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register]. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal. Dated: THE GOODYEAR TIRE & RUBBER COMPANY By_____________________________________________ [Seal] Attest: ___________________________________ SECTION 2.03. FORM OF REVERSE OF SECURITY. This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under an Indenture, dated as of June 1, 2002 herein called the "Indenture"), between the Company and JPMorgan Chase Bank, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof [if applicable, insert- limited in aggregate principal amount to $ ]. The Securities are unsecured general obligations of the Company. [If applicable, insert--The Securities of this series are subject to redemption upon not less than 30 days' notice by mail, [if applicable, insert--(1) on _________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at a Redemption Price equal to 100% of the principal amount, and (2)] at any time [if applicable, insert- on or after _________, 20__], as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount): if redeemed [if applicable insert - on or before ________, ___%, and if redeemed] during the 12-month period beginning of the ________ years indicated, 13 Redemption Redemption Year Price Year Price ---- ----- ---- ----- and thereafter at a Redemption Price equal to ______% of the principal amount, together in the case of any such redemption [if applicable, insert-- (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert--The Securities of this series are subject to redemption upon not less than 30 days' notice by mail, (1) on ________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert- on or after ____________], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ of the years indicated, Redemption Price Redemption Price for for Redemption Redemption Otherwise Through Operation Than Through Operation Year of the Sinking Fund of the Sinking Fund ---- ------------------- ------------------- and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- Notwithstanding the foregoing, the Company may not, prior to ________ redeem any Securities of this series as contemplated by [if applicable, insert-Clause (2) of] the preceding paragraph as a part of, or in anticipation of, any refunding operation by the application, directly or indirectly, of moneys borrowed having an interest cost to the Company (calculated in accordance with generally accepted financial practice) of less than % per annum.] [If applicable, insert -- The sinking fund for this series provides for the redemption on ________ in each year beginning with the year ____ and ending with the year _____ of [if applicable, insert -not less than $_____________ ("mandatory sinking fund") and not more than] $_______________ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if applicable, insert - - mandatory] sinking fund payments otherwise required to be made [if applicable, insert--in the inverse order in which they become due].] 14 [If applicable, insert - The Securities are subject to redemption, as a whole at any time or in part from time to time, at the sole election of the Company, upon not less than 30 or more than 60 days notice by mail to the Trustee at a Redemption Price equal to [ ].] [If applicable, insert - The holder of this Security shall have the right to require the Company to pay this Security in full on ____________, __ by giving the Company or the Registrar written notice of the exercise of such right not less than 30 or more than 60 days prior to such date.] [If the Security is subject to redemption, insert--In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert--This Security is not subject to redemption prior to maturity.] [If applicable, insert--The Indenture contains provisions for defeasance at any time of [(a)] (the entire indebtedness evidenced by this Security] [and (b)] [certain restrictive covenants and Events of Default with respect to this Security,] [in each case] upon compliance by the Company with certain conditions set forth in the Indenture, which provisions apply to this Security.] [If the Security is not an Original Issue Discount Security, insert--If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.] [If applicable, insert - "Event of Default" means any one of the events specified at clauses ________ and _______ of Section 5.01 of the Indenture.] [If the Security is convertible into other securities of the Company, specify the conversion features.] [If the Security is an Original Issue Discount Security, insert--If an Event of Default with respect to Securities of this series shall occur and be continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Such amount shall be equal to [--insert formula for determining the amount]. Upon payment [if applicable, insert--(i)] of the amount of principal so declared due and payable [if applicable, insert--and (ii) of interest on any overdue principal and overdue interest (in each case to the extent that the payment of such interest shall be legally enforceable)], all of the Company's obligations in respect of the payment of the principal of and interest, if any, on the Securities of this series shall terminate.] The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of all series to be affected (voting as a single class). The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written 15 notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registerable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. [If applicable, insert -- The Securities of this series are issuable only in registered form without coupons in denominations of $_______________ and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.] [If applicable, insert - The Securities of this series will be represented by one or more global securities (collectively, the "Global Security") registered in the name of The Depositary Trust Company, New York, New York (the "Depositary"), or a nominee of the Depositary. So long as the Depositary, or its nominee, is the registered holder and owner of this Global Note, the Depositary or such nominee, as the case may be, will be considered the sole owner and holder of the Notes for all purposes under the Indenture. The Global Security may be transferred, in whole and not in part, only to the Depositary or another nominee of the Depositary. The Depositary will credit, on its book-entry registration and transfer system, the respective principal amounts of the Notes represented by such Global Security to the accounts of institutions that have accounts with the Depositary or its nominee ("participants"). Ownership of beneficial interests in a Global Security will be shown on, and the transfer of those ownership interests will be effected through, records maintained by the Depositary (with respect to participants' interests) and such participants (with respect to the owners of beneficial interests in such Global Security).] [If applicable, insert - The Securities represented by this Global Security are exchangeable for Securities in definitive form of like tenor as such Global Security in denominations of $1,000 and in any greater amount that is an integral multiple thereof if (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for this Global Security or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, (ii) the Company in its discretion at any time determines not to have all of the Securities of this series represented by the Global Security and notifies the Trustee thereof, or (iii) an Event of Default has occurred and is continuing with respect to the Securities. Any Security that is exchangeable pursuant to the preceding sentence is exchangeable only for Securities of this series.] No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. 16 Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. SECTION 2.04. FORM OF LEGEND FOR GLOBAL SECURITIES. Unless otherwise specified as contemplated by Section 3.01 for the Securities evidenced thereby, any Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form: "THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED, WHETHER IN WHOLE OR IN PART, TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES." SECTION 2.05. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificates of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. JPMORGAN CHASE BANK, as Trustee By ----------------------------------- Authorized Officer ARTICLE THREE THE SECURITIES SECTION 3.01. AMOUNT OF SECURITIES ISSUABLE UNLIMITED; ISSUABLE IN SERIES. The aggregate principal amount of Securities which may be authenticated and delivered on original issuance under this Indenture is unlimited. The Securities may be issued in one or more series. There shall be established in one or more Board Resolutions or pursuant to authority granted by one or more Board Resolutions and, subject to Section 3.03, set forth, or determined in the manner provided, in an Officers' Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series any or all of the following, as 17 applicable: (1) the title of the Securities of the series (which shall distinguish the Securities of the series from Securities of any other series); (2) any limit on the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 3.04, 3.05, 3.06, 9.06 or 11.07 and except for any Securities which, pursuant to Section 3.03, are deemed never to have been authenticated and delivered hereunder); (3) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest; (4) the date or dates on which the principal of the Securities of the series is payable; (5) the rate or rates (which may be fixed or variable) and/or the method of determination thereof at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable and the Regular Record Date for any interest payable on any Interest Payment Date; (6) the place or places where the principal of and any premium and interest on Securities of the series shall be payable; (7) the period or periods within which, the price or prices at which and the terms and conditions upon which any Securities of the series may be redeemed, in whole or in part, at the option of the Company; (8) the obligation, if any, of the Company to redeem or purchase Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation; (9) any provision for the conversion or exchange of the Securities of the series, either at the option of the Holder thereof or the Company, into or for another security or securities of the Company, the security or securities into or for which, the period of periods within which, the price or prices, including any adjustments thereto, at which and the other terms and conditions upon which any Securties of the series shall be converted or exchanged, in whole or in part; (10) if other than denominations of $l,000 and any integral multiple thereof, the denominations in which Securities of the series shall be issuable; (11) if the currency, currencies or currency units in which payment of the principal of and any premium and interest on any Securities of the series shall be other than the currency of the United States of America, such currency, currencies or currency units and the manner of determining the equivalent thereof in the currency of the United States of America for purposes of the definition of "Outstanding" in Section 1.01; (12) if the amount of payments of principal of or any premium or interest on any Securities of the series may be determined by reference to one or more indices or a formula, the manner in which such amounts shall be determined; (13) if the principal of or any premium or interest on any Securities of the series is to be payable, 18 at the election of the Company or a Holder thereof, in one or more currencies or currency units other than that or those in which the Securities are stated to be payable, the currency, currencies or currency units in which payment of the principal of and any premium and interest on Securities of such series as to which such election is made shall be payable, the periods within which and the term and conditions upon which such election is to be made and, if applicable, the manner in which such amount shall be determined; (14) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02; (15) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose thereunder or hereunder, including the principal amount thereof which shall be due and payable upon any maturity other than the Stated Maturity or which shall be deemed to be outstanding as of any date prior to the Stated Maturity or Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined); (16) the application, if any, of either or both of Section 13.02 and Section 13.03 to the Securities of the series; (17) whether the Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the form of any legend or legends which shall be borne by any such Global Security or Global Securities in addition to or in lieu of the legend set forth in Section 2.04, the Depositary or Depositaries for such Global Security or Global Securities and any circumstances other than those set forth in Section 3.05 in which any such Global Security may be transferred to, and registered and exchanged for Securities registered in the name of, a Person other than the Depositary for such Global Security or a nominee thereof and in which any such transfer may be registered; (18) if other than as specified in Section 5.01, the Events of Default applicable with respect to the Securities of the series; (19) if other than as specified in Section 5.02, the Events of Default the occurrence of which would permit the declaration of the acceleration of maturity pursuant to Section 5.02; (20) any addition to or change in the covenants set forth in Article Ten which applies to Securities of the series, and any other covenant or warranty included for the benefit of Securities of the series in addition to (and not inconsistent with) those included in this Indenture for the benefit of Securities of all series, or any other covenant or warranty included for the benefit of Securities of the series in lieu of any covenant or warranty included in this Indenture for the benefit of Securities of all series, or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series shall not be for the benefit of Securities of such series, or any combination of such covenants, warranties or provisions; and (21) any other term of the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 9.01(e)). All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to above and (subject to Section 3.03) set forth, or determined in the manner provided, in the Officers' Certificate referred to above or in any such indenture supplemental hereto. All Securities of any one series need not be issued at one time and, unless otherwise provided, a series may be reopened for issuances of additional Securities of such series. 19 Unless otherwise provided with respect to the Securities of any series, the Company, at its option, may pay the interest on the Securities of any series that bears interest by mailing a check to the address of the person entitled thereto at such address as shall appear in the Security Register. If any of the terms of a series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers' Certificate setting forth the terms of such series. SECTION 3.02. DENOMINATIONS. The Securities of each series shall be issuable in registered form without coupons in such denominations as shall be specified as contemplated by Section 3.01. In the absence of any such provisions with respect to the Securities of any series, the Securities of such series shall be issuable in denominations of $1,000 and any integral multiple thereof. SECTION 3.03. EXECUTION, AUTHENTICATION, DELIVERY AND DATING. The Securities shall be executed on behalf of the Company by its Chairman of the Board, one of its Presidents or one of its Vice Presidents, under its corporate seal reproduced thereon attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Sections 2.01 and 3.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, in addition to the items required by Section 1.02, and (subject to Section 6.01) shall be fully protected in relying upon, an Opinion of Counsel stating: (a) if the form of such Securities has been established by or pursuant to Board Resolution as permitted by Section 2.01, that such form has been established in conformity with the provisions of this Indenture; (b) if the terms of such Securities have been established by or pursuant to Board Resolution as permitted by Section 3.01, that such terms have been established in conformity with the provisions of this Indenture; and (c) that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles and, if applicable, to provisions of law which may require that a judgment for money damages rendered by a court in the United States be expressed in United States Dollars. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee's own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. 20 Notwithstanding the provisions of Section 3.01 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Officers' Certificate otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to such preceding paragraph at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature of an authorized officer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.09, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. SECTION 3.04. TEMPORARY SECURITIES. Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities. If temporary Securities of any series are issued, the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series may be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such series at the office or agency of the Company in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more definitive Securities of the same series, of any authorized denominations and of a like aggregate principal amount and tenor. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series and tenor. SECTION 3.05. REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE. The Company shall cause to the kept at the Corporate Trust Office a register (the register maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Trustee is hereby appointed "Security Registrar" for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any Security of any series at the office or agency in a Place of Payment for that series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of a like aggregate principal amount and tenor. At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of a like aggregate principal amount and tenor, upon surrender of the securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the 21 Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made to a Holder for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer. The Company shall not be required (a) to issue, register the transfer of or exchange Securities of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of that series selected for redemption under Section 11.03 and ending at the close of business on the day of such mailing or (b) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. If the Securities of any series (or any series and specified tenor) are to be redeemed in part, the Company shall not be required (i) to issue, register the transfer of or exchange Securities of that series (or that series and tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of that series selected for redemption under Section 11.03 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. The provisions of Clauses (1), (2), (3), (4) and (5) below shall apply only to Global Securities: (1)Each Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture. (2) Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be registered in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (A) such Depositary (i) has notified the Company that it is unwilling or unable to continue as Depositary for such Global Security or (ii) has ceased to be a clearing agency registered under the Exchange Act, (B) there shall have occurred and be continuing an Event of Default with respect to such Global Security or (C) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 3.01. (3) Subject to the provisions of Clause (2) above, the rights of holders of such Global Securities shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such holders and the Depositary and or the Depositary participants. The initial Depositary will make book-entry transfers among the Depositary participants and receive and transmit distributions of principal and interest on the Global Securities to such Depositary participants. The Depositary may be treated by the Company and the Trustee, and any of their respective agents, employees, officers and directors, as the absolute owner of the Global Securities for all purposes whatsoever. 22 Notwithstanding the foregoing, nothing in this Indenture shall prevent the Company and the Trustee, or any of their respective agents, from giving effect to any written certification, proxy or other authorization furnished by the Depositary, or shall impair the operation of customary practices governing the exercise of the rights of a holder of any Global Security. Subject to the foregoing provisions of this Section, any holder may grant proxies and otherwise authorize any person to take any action which a holder is entitled to take under this Indenture or the Global Securities. (4) Subject to Clause (2) above, any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Security or any portion thereof shall be registered in such name as the Depositary for such Global Security shall direct. (5) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Section, Section 3.04, 3.06, 9.06 or 11.07 or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. Upon the occurrence in respect of any Global Security of any series of any one or more of the conditions specified in clause (2) of the preceding paragraph or such other conditions as may be specified as contemplated by Section 3.01 for such series, such Global Security may be exchanged for Securities registered in the names of, and the transfer of such Global Security may be registered to, such Persons (including Persons other than the Depositary with respect to such series and its nominees) as such Depositary shall direct. Notwithstanding any other provision of this Indenture, any Security authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, any Global Security shall also be a Global Security and shall bear the legend specified in Section 2.04 except for any Security authenticated and delivered in exchange for, or upon registration of transfer of, a Global Security pursuant to the preceding sentence. SECTION 3.06. MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES. If any mutilated Security is surrendered to the Trustee, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding. If there shall be delivered to the Company and the Trustee (a) evidence to their satisfaction of the destruction, loss or theft of any Security and (b) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a protected purchaser, the Company shall execute and the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security, pay such Security. Upon the issuance of any new Security under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Security of any series issued pursuant to this Section in lieu of any destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of that series duly issued hereunder. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other 23 rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities. SECTION 3.07. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities, interest on any Security which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest. Any interest on any Security of any series which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called "Defaulted Interest") shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in clause (a) or (b) below: (a) The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Security of such series and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this Clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to each Holder of Securities of such series at his address as it appears in the Security Register, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following clause (b). (b) The Company may make payment of any Defaulted Interest on the Securities of any series in any other lawful manner not inconsistent with the requirements of any securities exchange or which such Securities may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this Clause, such manner of payment shall be deemed practicable by the Trustee. Subject to the foregoing provisions of this Section, each Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security. SECTION 3.08. PERSONS DEEMED OWNERS. Prior to due presentment of a Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Security is registered as the owner of such Security for the purpose of receiving payment of principal of and any premium and (subject to Section 3.07) any interest on such Security and for all other purposes whatsoever, whether or not such Security be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary. SECTION 3.09. CANCELLATION. All Securities surrendered for payment, redemption, registration 24 of transfer or exchange or for credit against any sinking fund payment shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly canceled by it. The Company may at any time deliver to the Trustee for cancellation any securities previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever and may deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation any Securities previously authenticated hereunder which the Company has not issued and sold, and all securities so delivered shall be promptly canceled by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities canceled as provided in this section, except as expressly permitted by this Indenture. All canceled Securities held by the Trustee shall be disposed of as directed by a Company Order, which shall be effected consistent with such Company Order in accordance with the standard procedures of the Trustee. The Trustee shall deliver a certificate of each such disposal to the Company. SECTION 3.10. COMPUTATION OF INTEREST. Except as otherwise specified as contemplated by Section 3.01 for Securities of any series, interest on the Securities of each series shall be computed on the basis of a 360-day year of twelve 30-day months. ARTICLE FOUR SATISFACTION AND DISCHARGE SECTION 4.01. SATISFACTION AND DISCHARGE OF INDENTURE. This Indenture shall upon Company Request cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of Securities herein expressly provided for), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture when: (a) either: (i) all Securities theretofore authenticated and delivered (other than (x) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06 and (y) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.04) have been delivered to the Trustee for cancellation; or (ii) all such Securities not theretofore delivered to the Trustee for cancellation (A) have become due and payable, or (B) will become due and payable at their Stated Maturity within one year, or (C) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of (A), (B) or (C) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (b) the Company has paid or caused to be paid all other sums payable hereunder by the Company; 25 and (c) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 6.07, the obligations of the Trustee to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant to subclause (ii) of clause (a) of this Section, the obligations of the Trustee under Section 4.02 and the last paragraph of Section 10.04 shall survive. SECTION 4.02. APPLICATION OF TRUST MONEY. Subject to the provisions of the last paragraph of Section 10.04, all money deposited with the Trustee pursuant to Section 4.01 shall be held in trust and applied by it, in accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal and any premium and interest for whose payment such money has been deposited with the Trustee. ARTICLE FIVE REMEDIES SECTION 5.01. EVENTS OF DEFAULT. "Event of Default", wherever used herein with respect to Securities of any particular series, means any one of the following events (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): (a) default in the due and punctual payment of any installment of interest upon any of the Securities of that series as and when the same shall become due and payable and continuance of such default for a period of 30 days; or (b) default in the due and punctual payment of the principal of (or premium, if any, on) any of the Securities of that series at Maturity; or (c) default in the deposit of any sinking fund payment, when and as due by the terms of a Security of that series; or (d) failure on the part of the Company duly to observe or perform any of the covenants or agreements on the part of the Company set forth in the Securities of that series or in this Indenture (other than a covenant or agreement in respect of which a failure by the Company to duly observe or perform is specifically dealt with in this Section and other than those set forth exclusively in the terms of Securities of any series other than that series, or those which have been included in this Indenture for the benefit of Securities of any series other than that series), and the continuance of such failure for a period of 60 days after there has been given, by registered or certified mail, to the Company by the Trustee, or to the Company and the Trustee by the Holders of at least 25% in principal amount of the Securities of that series at the time Outstanding, a written notice specifying such failure and requiring the same to be remedied and stating that such notice is a "Notice of Default" hereunder; or (e) the entry of a decree or order by a court having jurisdiction in the premises granting relief in respect of the Company in an involuntary case under any applicable Federal or state bankruptcy, insolvency, 26 reorganization or other similar law adjudging the Company as being bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company under any applicable Federal or state law, or appointing a receiver, liquidator, custodian, assignee, trustee, sequestrator (or other similar official) of the Company, or of substantially all of its properties, or ordering the winding up or liquidation of the affairs of the Company, and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or (f) the institution by the Company of proceedings to be adjudicated as being bankrupt or insolvent, or the consent by the Company to the institution of bankruptcy or insolvency proceedings against it, or the filing by the Company of a petition or answer or consent seeking reorganization or relief under any applicable Federal or state bankruptcy, insolvency, reorganization or other similar law, or the consent by the Company to the filing of any such petition or to the appointment of a receiver, liquidator, custodian, assignee, trustee, sequestrator (or other similar official) of the Company, or of any substantial part of its properties, or the making by the Company of an assignment for the benefit of creditors, or the admission by the Company in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Company in furtherance of any such action; or (g) any other Event of Default provided with respect to Securities of that series. SECTION 5.02. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT. If one or more of the Events of Default specified in Section 5.01 with respect to any particular series of Securities at the time Outstanding shall have occurred and be continuing, then in each and every such case, unless the principal of all the Securities of that series shall have already become due and payable, either the Trustee or the Holders of not less than 25% in aggregate principal amount of the Securities of that series then Outstanding hereunder, by notice in writing to the Company (and to the Trustee if given by Holders), may declare the principal amount (or, if the Securities of that series are Original Issue Discount Securities, such amount of principal as may be specified by the terms of that series) of all the Securities of that series to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in the principal amount of the Outstanding Securities of that series, by written notice to the Company and the Trustee, may rescind and annul such declarations and its consequences if: (1) the Company has paid or deposited with the Trustee a sum sufficient to pay: (A) all overdue interest on all Securities of that series, (B) the principal of (and premium, if any, on) any Securities of that series which have become due otherwise than by such declaration of acceleration and interest thereon at the rate or rates prescribed therefor in such Securities, (C) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate or rates prescribed therefor in such Securities, and (D) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and other amounts due to Trustee under Section 6.07; and 27 (2) all Events of Default with respect to Securities of that series, other than the non-payment of the principal of (and premium, if any) and accrued interest on the Securities of that series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.13. No such rescission shall affect any subsequent default or impair any right consequent thereon. SECTION 5.03. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE. The Company covenants that if: (a) default is made in the payment of any interest on any Security when such interest becomes due and payable and such default continues for a period of 30 days, or (b) default is made in the payment of the principal of (or premium, if any, on) any Security at the Maturity thereof, the Company will, upon written demand of the Trustee, pay to it, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal and any premium and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal and premium and on any overdue interest, at the rate or rates prescribed therefor in such Securities, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and other amounts due to Trustee under Section 6.07. If an Event of Default with respect to Securities of any series occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and rights of the Holders of Securities of such series by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy. SECTION 5.04. TRUSTEE MAY FILE PROOFS OF CLAIM. In case of any judicial proceeding relative to the Company (or any other obligor upon the Securities), its property or its creditors, the Trustee shall be entitled and empowered, by intervention in such proceeding or otherwise, to take any and all actions authorized under the Trust Indenture Act in order to have claims of the Holders and the Trustee allowed in any such proceeding. In particular, the Trustee shall be authorized: (i) to file and prove a claim for the whole amount of principal (and premium, if any) and interest owing and unpaid in respect of the Securities and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Holders allowed in such judicial proceeding; and (ii) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder 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 Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 6.07. 28 No provision of this Indenture shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding; provided, however, that the Trustee may vote on behalf of the Holders for the election of a trustee in bankruptcy or similar official and may be a member of a creditors' or other similar committee. SECTION 5.05. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES. All rights of action and claims under this Indenture or the Securities may be prosecuted and enforced by the Trustee without the possession of any of the Securities or the production thereof in any proceeding relating thereto, and any such 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 and for any other amounts due the Trustee under Section 6.07, be for the ratable benefit of the Holders of the Securities in respect of which such judgment has been recovered. SECTION 5.06. APPLICATION OF MONEY COLLECTED. Any money collected by the Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal or any premium or interest, upon presentation of the Securities and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid: (a) First: To the payment of all amounts due the Trustee under Section 6.07; (b) Second: To the payment of the amounts then due and unpaid for principal of and any premium and interest on the Securities in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal and any premium and interest, respectively; and (c) Third: To the Company or any other Person or Persons entitled thereto. SECTION 5.07. LIMITATION ON SUITS. No Holder of any Security of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless (a) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that series; (b) the Holders of not less than 25% in principal amount of the Outstanding Securities of that series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; (c) such Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (d) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and (e) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of that series; it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other 29 of such Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all of such Holders. SECTION 5.08. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM AND INTEREST AND TO CONVERT. Notwithstanding any other provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal of and any premium and (subject to Section 3.07) any interest on such Security on the Stated Maturity or Maturities expressed in such Security (or, in the case of redemption, on the Redemption Date) and, if applicable, to convert such Security in accordance with the provisions of the Security of that series specified pursuant to Section 3.01(9) and to institute suit for the enforcement of any such payment and, if applicable, right to convert, and such rights shall not be impaired without the consent of such Holder. SECTION 5.09. RESTORATION OF RIGHTS AND REMEDIES. If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Company, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted. SECTION 5.10. RIGHTS AND REMEDIES CUMULATIVE. Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of Section 3.06, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. SECTION 5.11. DELAY OR OMISSION NOT WAIVER. No delay or omission of the Trustee or of any Holder of any Securities to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be. SECTION 5.12. CONTROL BY HOLDERS. The Holders of a majority in principal amount of the Outstanding Securities of any series 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, with respect to the Securities of such series, provided that: (a) such direction shall not be in conflict with any rule of law or with this Indenture; and (b) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction. SECTION 5.13. WAIVER OF PAST DEFAULTS. The Holders of not less than a majority in principal amount of the Outstanding Securities of any series may on behalf of the Holders of all the Securities of such series waive any past default hereunder with respect to such series and its consequences, except a default: (a) in the payment of the principal of or any premium or interest on any Security of such series, or (b) in respect of a covenant or provision hereof which under Article Nine cannot be modified or amended without the consent of the Holder of each Outstanding Security of such series affected. Upon any such waiver, such default shall cease to exist, and any Event of Default arising 30 therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon. SECTION 5.14. UNDERTAKING FOR COSTS. All parties to this Indenture agree, and each Holder of any Security by his 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, suffered 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, against any party litigant in such suit in the manner and to the extent provided in the Trust Indenture Act, having due regard to the merits and good faith of the claims or defenses made by such party; provided that neither this Section nor the Trust Indenture Act shall be deemed to authorize any court to require such an undertaking or to make such an assessment in any suit instituted by the Company. SECTION 5.15. WAIVER OF USURY, STAY OR EXTENSION LAWS. The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any usury, stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not 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. ARTICLE SIX THE TRUSTEE SECTION 6.01. CERTAIN DUTIES AND RESPONSIBILITIES. The duties and responsibilities of the Trustee shall be as provided by the Trust Indenture Act. The Trustee, prior to the occurrence of an Event of Default and after the curing or waiving of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case an Event of Default to the actual knowledge of a Responsible Officer of the Trustees has occurred, has not been waived and is continuing, the Trustee shall exercise such of 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 man would exercise or use under the circumstances in the conduct of his own affairs. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent actions, its own negligent failure to act or its own willful misconduct, except that: (a) prior to the occurrence of an Event of Default and after the curing or waiving of all such Events of Default which may have occurred; (i) the duties and obligations of the Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations 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 the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any statements, certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such statements, certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture; 31 (b) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and (c) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a majority in principal amount of the Securities at the time outstanding relating to the time, method and place of conducting a proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture. None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal 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 for believing that the repayment of such funds or adequate indemnity against such liability is not reasonably assured to it. This Section is in furtherance of and subject to Sections 315 and 316 of the Trust Indenture Act. Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct of, or affecting the liability of or affording protection to, the Trustee shall be subject to the provisions of this Section. SECTION 6.02. NOTICE OF DEFAULTS. If, to the knowledge of Trustee, a default occurs hereunder with respect to Securities of any series, the Trustee shall give the Holders of Securities of such series notice of such default as and to the extent provided by the Trust Indenture Act; provided, however, that in the case of any default of the character specified in Section 5.01(d) with respect to Securities of such series, no such notice to Holders shall be given until at least 30 days after the occurrence thereof. For the purpose of this Section, the term "default" means any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to Securities of such series. SECTION 6.03. CERTAIN RIGHTS OF TRUSTEE. Subject to the provisions of Section 6.01: (a) the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution; (c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officers' Certificate; (d) the Trustee may consult with counsel and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; (e) 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 reasonable security or indemnity against the costs, expenses and 32 liabilities which might be incurred by it in compliance with such request or direction; (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, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, 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; (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder; (h) the Trustee shall not be charged with knowledge of any default or Event of Default with respect to the Securities of any series for which it is acting as Trustee unless either (1) a Responsible Officer shall have actual knowledge of such default or Event of Default or (2) written notice of such default or Event of Default shall have been given to the Trustee by the Company or any other obligor on such Securities or by any Holder of such Securities; (i) in the even the Trustee also acts as Paying Agent, Authenticating Agent or Security Registrar in respect of Securities of any series issued hereunder, the rights and protections afforded the Trustee pursuant to this Indenture shall also be afforded the Trustee pursuant to this Indenture shall also be afforded to the Trustee acting in its capacity as Paying Agent, Authenticating Agent or Security Registrar; (j) if the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(e) or Section 5.01(f), such expenses and the compensation for such services and intended to constitute expenses of administration under any bankruptcy or governing law; and (k) the Trustee shall not be liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion of rights or powers conferred upon it by this Indenture. SECTION 6.04. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES. The recitals contained in this Indenture and in the Securities, except the Trustee's certificates of authentication, shall be taken as the statements of the Company, and the Trustee or any Authenticating Agent assumes no responsibility for their correctness. Neither the Trustee nor the Authenticating Agent makes any representation as to the validity or sufficiency of this Indenture or of the Securities. The Trustee or any Authenticating Agent shall not be accountable for the use or application by the Company of Securities or the proceeds thereof. SECTION 6.05. MAY HOLD SECURITIES. The Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other agent of the Company, in its individual or any other capacity, may become the owner or pledgee of Securities and, subject to Sections 6.08 and 6.13, may otherwise deal with the Company with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other agent. SECTION 6.06. MONEY HELD IN TRUST. Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed in writing with the Company. SECTION 6.07. COMPENSATION AND REIMBURSEMENT. The Company agrees: a) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation 33 shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (b) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (c) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section 6.07, the Trustee shall have a lien prior to the Securities upon all funds held by the Trustee as such, except for funds held in trust for the payment of the principal of, and interest, premium and other amounts on, the Securities. The provisions of this Section 6.07 shall survive the resignation or removal of the Trustee and the termination of this Indenture. SECTION 6.08. DISQUALIFICATION; CONFLICTING INTERESTS. If the Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by the Trust Indenture Act, the Trustee shall not be deemed to have a conflicting interest by virtue of being a trustee under this Indenture with respect to Securities of more than one series or by virtue of being the trustee under that certain indenture, dated as of March 15, 1996, between the Company and the Trustee under which the Company's 6 5/8% Notes due 2006, 7% Notes due 2028 and 6 3/8% Notes due 2008 were issued and are outstanding and the trustee under that certain indenture, dated as of March 1, 1999, between the Company and the Trustee under which the Company's 8.125% Notes due 2003, 8.50% Notes due 2007 and 7.857% Notes due 2011 were issued and are outstanding. SECTION 6.09. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY. There shall at all times be a Trustee hereunder which shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such and has a combined capital and surplus of at least $50,000,000 and its Corporate Trust Office is in the Borough of Manhattan, New York, New York, or, with the written consent of the Company, the United States or any State or Territory thereof or the District of Columbia, and subject to supervision or examination by Federal or State authority. If such Person publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee shall, with respect to the Securities of any series, cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article. SECTION 6.10. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR. (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 6.11. (b) The Trustee may resign at any time with respect to the Securities of one or more series by giving written notice thereof to the Company. If the instrument of acceptance by a successor Trustee required by Section 6.11 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series. (c) The Trustee may be removed at any time with respect to the Securities of any series by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series, delivered to the Trustee 34 and to the Company. (d) If at any time: (1) the Trustee shall fail to comply with Section 6.08 after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Security for at least six months, or (2) the Trustee shall cease to be eligible under Section 6.09 and shall fail to resign after written request therefor by the Company or by any such Holder, or (3) the Trustee shall become incapable of acting or shall be adjudged as being bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purposes of rehabilitation, conservation or liquidation, then, in any such case, (i) the Company by a Board Resolution may remove the Trustee with respect to all Securities, or (ii) subject to Section 5.14, any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all Securities and the appointment of a successor Trustee or Trustees. (e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, with respect to the Securities of one or more series, the Company, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees with respect to the Securities of that or those series (it being understood that any such successor Trustee may be appointed with respect to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect to the Securities of any particular series) and shall comply with the applicable requirements of Section 6.11. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Securities of any series shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 6.11, become the successor Trustee with respect to the Securities of such series and to that extent supersede the successor Trustee appointed by the Company. If no successor Trustee with respect to the Securities of any series shall have been so appointed by the Company or the Holders and accepted appointment in the manner required by Section 6.11, any Holder who has been a bona fide Holder of a Security of such series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series. (f) The Company shall give notice of each resignation and each removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee with respect to the Securities of any series to all Holders of Securities of such series in the manner provided in Section 1.06. Each notice shall include the name of the successor Trustee with respect to the Securities of such series and the address of its Corporate Trust Office. SECTION 6.11. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR. (a) In case of the appointment hereunder of a successor Trustee with respect to all Securities, every successor Trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder. 35 (b) In case of the appointment hereunder of a successor Trustee with respect to the Securities of one of more (but not all) series, the Company, the retiring Trustee and each successor Trustee with respect to the Securities of one or more series shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and which (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee; and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates; but, on request of the Company or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor Trustee relates. (c) Upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in paragraph (a) or (b) of this Section, as the case may be. (d) No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article. (e) No Trustee hereunder shall be liable for the acts or omissions of any successor Trustee. SECTION 6.12. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS. Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities. SECTION 6.13. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY. If and when the Trustee shall be or become a creditor of the Company (or any other obligor upon the Securities), the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of claims against the Company (or any such other obligor). SECTION 6.14. APPOINTMENT OF AUTHENTICATING AGENT. The Trustee may appoint an Authenticating Agent or Agents with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon original issue and upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.06, and Securities so authenticated 36 shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or state authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof 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 such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, as their names and addresses appear in the Security Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section. If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to the Trustee's certificate of authentication, an alternative certificate of authentication in the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. JPMORGAN CHASE BANK, as Trustee By: ------------------------------------------ As Authenticating Agent By: ------------------------------------------ Authorized Officer 37 ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY SECTION 7.01. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS. The Company will furnish or cause to be furnished to the Trustee: (a) semi-annually, not later than 15 days after each Regular Record Date for each series of Securities at the time outstanding, a list for each series of Securities, in such form as the Trustee may reasonably require, of the names and addresses of the Holders of Securities of such series on such Regular Record Date (or on a date to be determined pursuant to Section 3.01 for any series of Original Issue Discount Securities); and (b) at such other times as the Trustee may request in writing, within 15 days after the receipt by the Company of any such request, a list of similar form and content as of a date not more than 10 days prior to the time such list is furnished; excluding from any such list names and addresses received by the Trustee in its capacity as Security Registrar, if it is acting as such. SECTION 7.02. PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS. (a) The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in the most recent list furnished to the Trustee as provided in Section 7.01 and the names and addresses of Holders received by the Trustee in its capacity as Security Registrar, if it is acting as such. The Trustee may destroy any list furnished to it as provided in Section 7.01 upon receipt of a new list so furnished. (b) The rights of Holders to communicate with other Holders with respect to their rights under this Indenture or under the Securities, and the corresponding rights and privileges of the Trustee, shall be as provided by the Trust Indenture Act. (c) Every Holder of Securities, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor the Trustee nor any agent of either of them shall be held accountable by reason of any disclosure of information as to names and addresses of Holders made pursuant to the Trust Indenture Act. SECTION 7.03. REPORTS BY TRUSTEE. (a) The Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this Indenture as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant thereto. To the extent that any such report is required by the Trust Indenture Act with respect to any 12-month period, such report shall cover the 12-month period ending May 15 and shall be transmitted by the next succeeding July 15. (b) A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each stock exchange upon which any Securities are listed, with the Commission and with the Company. The Company will notify the Trustee when any Securities are listed on any stock exchange. SECTION 7.04. REPORTS BY COMPANY. The Company shall file with the Trustee and the Commission, and transmit to Holders, 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; 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 15 days after the same is so required to be filed with the Commission. 38 ARTICLE EIGHT CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE SECTION 8.01. COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person, or successive consolidations or mergers in which the Company or its successor or successors shall be a party or parties, or shall prevent any conveyance, transfer or lease of the properties and assets of the Company substantially as an entirety to any other Person authorized to acquire and operate the same (with each of the foregoing transactions referred to as a "Company Sale"); provided, however, (a) the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Company substantially as an entirety (the "Successor Company") shall be a corporation, shall be organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia, and (b) the Company hereby covenants and agrees that, as a condition precedent to any such consolidation, merger, sale or conveyance, the due and punctual payment of the principal of (and premium, if any) and interest, if any, on all of the Securities, 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 Successor Company. Nothing contained in this Indenture or in any of the Securities shall prevent the Company from merging into itself any other Person or acquiring by purchase or otherwise all or any part of the property of any other Person. SECTION 8.02. SUCCESSOR CORPORATION TO BE SUBSTITUTED. In case of any such Company Sale, such Successor Company shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the Company. Such Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of The Goodyear Tire & Rubber Company or in the name of any corporation which previously shall have become the Company in accordance with the provisions of this Article any or all of the Securities issuable hereunder, which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such Successor Company instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, any Securities which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Securities which such Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose; and, thereafter the predecessor Person shall be relieved of all obligations and covenants under this Indenture and the Securities. All of the Securities of a particular series so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities of such series theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date or the execution hereof. SECTION 8.03. OPINION OF COUNSEL TO BE GIVEN TRUSTEE. The Trustee, subject to Sections 6.01 and 6.03, may receive an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale or conveyance and any such assumption complies with the provisions of this Article. ARTICLE NINE SUPPLEMENTAL INDENTURES SECTION 9.01. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS. Without the consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time 39 to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (a) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company herein and in the Securities; or (b) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company; or (c) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or (d) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form; or (e) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (i) shall neither (A) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (B) modify the rights of the Holder of any such Security with respect to such provision or (ii) shall become effective only when there is no such Security outstanding; or (f) to secure the Securities pursuant to the requirements of Section 10.05; or (g) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 3.01; or (h) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11(b); or (i) to make any provisions with respect to the conversion rights of Holders, including providing for the conversation of the Securities into any other security or securities of the Company; or (j) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture, provided that such action pursuant to this clause (i) shall not adversely affect the interests of the Holders of Securities of any series in any material respect. SECTION 9.02. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of all series affected by such supplemental indenture (voting as a single class), by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may 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 of modifying in any manner the rights of the Holders of Securities of each such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, 40 (a) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon (including any change in the index, indices or formula pursuant to which such rate is determined that would reduce such rate for any period) or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or (b) reduce the percentage in principal amount of the outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or (c) modify any of the provisions of this Section or Section 5.13 or Section 10.09, 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 Outstanding Security affected thereby, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to "the Trustee" and concomitant changes in this Section and Section 10.09, or the deletion of this proviso, in accordance with the requirements of Sections 6.11(b) and 9.01(h). A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. SECTION 9.03. EXECUTION OF SUPPLEMENTAL INDENTURES. In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, in addition to the documents required by Section 1.02, and (subject to Section 6.01) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. SECTION 9.04. EFFECT OF SUPPLEMENTAL INDENTURES. Upon the execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes, and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby. SECTION 9.05. CONFORMITY WITH TRUST INDENTURE ACT. Every supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act. SECTION 9.06. REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES. Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Securities of any series so modified as to conform, in the opinion of the Trustee and the Company, to any such supplemental indenture may be prepared and 41 executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Securities of such series. ARTICLE TEN COVENANTS SECTION 10.01. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST. The Company covenants and agrees for the benefit of each series of Securities that it will duly and punctually pay or cause to be paid the principal of and any premium and interest on the Securities of that series in accordance with the terms of the Securities and this Indenture. Interest on Securities shall be payable without presentment of such Securities and only to the registered Holders thereof determined as provided in Section 3.07. The Company shall have the right to require a Holder, in connection with the payment of the principal of and any premium and interest on a Security, to present at the office or agency of the Company at which such payment is made a certificate, in such form as the Company may from time to time prescribe, to enable the Company to determine its duties and liabilities with respect to any taxes, assessments or governmental charges which it may be required to deduct or withhold therefrom under any present or future law of the United States of America or of any state, county, municipality or taxing or withholding authority therein, and the Company shall be entitled to determine its duties and liabilities with respect to such deduction or withholding on the basis of information contained in such certificate or, if no such certificate shall be so presented, on the basis of any presumption created by any such law and shall be entitled to act in accordance with such determination. SECTION 10.02. MAINTENANCE OF OFFICE OR AGENCY. So long as any Securities remain outstanding, the Company will maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities of that series 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. 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 Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. The Company may also from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in each Place of Payment for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. SECTION 10.03. VACANCY IN THE OFFICE OF TRUSTEE. The Company, whenever necessary to avoid or fill a vacancy in the office of Trustee, will appoint, in the manner provided in Article Six, a Trustee, so that there shall at all times be a Trustee hereunder. SECTION 10.04. MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST. If the Company shall at any time act as its own Paying Agent with respect to any series of Securities, it will, on or before each due date of the principal of or any premium or interest on any of the Securities of that series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal and any premium and interest so becoming due until such sum shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying Agents for any series of Securities, it will, 42 prior to each due date of the principal of or any premium or interest on any Securities of that series, deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be held as provided by the Trust Indenture Act and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. The Company shall cause each Paying Agent for any series of Securities other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will (a) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (b) during the continuance of any default by the Company (or any other obligor upon the Securities of that series) in the making of any payment in respect of the Securities of that series, and upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent for payment in respect of the Securities of that series. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent, and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of or any premium or interest on any Security of any series and remaining unclaimed for two years after such principal, premium or interest has become due and payable shall be paid to the Company on Company Request or (if then held by the Company) shall be discharged from such trust, and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in a newspaper published in the English language customarily published on each Business Day and of general circulation in the Borough of Manhattan, The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company. SECTION 10.05. LIMITATION ON SECURED INDEBTEDNESS. The Company will not, nor will it permit any Restricted Subsidiary to, issue, assume or guarantee any Secured Indebtedness if such Secured Indebtedness is secured by a Lien upon Restricted Property of the Company or a Restricted Subsidiary without in any such case effectively providing, concurrently with the issuance, assumption or guarantee of any such Secured Indebtedness, that the Securities of any series then or thereafter outstanding (together with, if the Company shall so determine, any other Indebtedness of the Company or such Restricted Subsidiary ranking equally and ratably with such Securities and then existing or thereafter created) shall be secured by such Lien equally and ratably with any and all such Secured Indebtedness; provided, however, that the foregoing shall not apply to: (a) any Lien on Restricted Property of any corporation or other Person if such Lien is in existence at the time such corporation or other Person becomes a Restricted Subsidiary; (b) any Lien on Restricted Property if such Lien is in existence at the time of acquisition by the Company or a Restricted Subsidiary of such Restricted Property; (c) any Lien on Restricted Property to secure the payment of all or any part of the purchase price (or other acquisition cost) of such Restricted Property or to secure any Indebtedness incurred (prior to, at the time of, or within one year after, the acquisition by the Company or a Restricted Subsidiary of such Restricted Property) for the purpose of, or in connection with, financing all or any part of the purchase price 43 (or other acquisition cost) thereof; (d) any Lien on property of a corporation or other Person if such Lien was in existence prior to the time such corporation or other Person is merged into or consolidated with the Company or a Restricted Subsidiary or prior to the time of a sale, lease or other disposition of the properties of a corporation or other Person as an entirety or substantially as an entirety to the Company or a Restricted Subsidiary; (e) any Lien securing Secured Indebtedness owing by any Restricted Subsidiary to the Company or to any other Restricted Subsidiary; (f) any Lien on Restricted Property in favor of the United States of America or any State thereof, or any department, agency or instrumentality or political subdivision of the United States of America or any State thereof, or in favor of any other country, or any political subdivision thereof, to secure partial, progress, advance or other payments, or performance of any other obligations, pursuant to any contract or statute or to secure any Indebtedness incurred for the purpose of financing all or any part of the purchase price or cost of construction of the Restricted Property subject to such Lien, including, without limiting the generalities of the foregoing, Liens to secure pollution control or industrial revenue bonds or other types of financings; (g) any Lien on personal property (other than manufacturing equipment); or (h) any extension or renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Secured Indebtedness or any Lien referred to in clauses (a) through (g), inclusive, of this Section 10.05; provided, however, that the principal amount of Secured Indebtedness secured by the Lien shall not exceed the principal amount of Secured Indebtedness so secured at the time of such extension, renewal or replacement, and that such extension, renewal or replacement Lien shall be limited to all or a part of the Restricted Property which secured the Lien so extended, renewed or replaced (plus improvements on such Restricted Property). Notwithstanding the foregoing provisions of this Section 10.05, the Company or any one or more Restricted Subsidiaries may issue, assume or guarantee Secured Indebtedness that would (but for the provision of clauses (a) through (h), inclusive, of the preceding paragraph) otherwise be subject to the foregoing restrictions in an aggregate amount which, together with the aggregate principal amount of all other such Secured Indebtedness of the Company and Restricted Subsidiaries outstanding at the time of such issuance, assumption or guarantee (but excluding Secured Indebtedness permitted by clauses (a) through (h), inclusive, of the preceding paragraph), does not at such time exceed 15% of the Shareholders' Equity of the Company as at the last day of the then most recently ended fiscal quarter of the Company, as reported on the applicable consolidated balance sheet of the Company. SECTION 10.06. LIMITATION ON SALE AND LEASEBACK TRANSACTIONS. So long as the Securities of any Series are Outstanding, the Company will not, and will not permit any Restricted Subsidiary to, enter into any arrangement, directly or indirectly, with any Person providing for the leasing by the Company or a Restricted Subsidiary of any Restricted Property owned at the date hereof, which Restricted Property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person or to any other Person where funds have been or are to be advanced to such Person subject to a Lien on the Restricted Property to be leased (a "Sale and Leaseback Transaction"), unless (a) the Company or such Restricted Subsidiary would be entitled, pursuant to the provisions of Section 10.05, to incur Secured Indebtedness secured by a Lien on the Restricted Property to be leased in an amount equal to the Attributable Debt with respect to such Sale and Leaseback Transaction without equally and ratably securing the Outstanding Securities, or (b) the Company or such Restricted Subsidiary shall apply an amount equal to the proceeds from the sale of such Restricted Property to the retirement, within 120 days of the effective date of any such Sale and Leaseback Transaction, of Funded Debt of the Company or such Restricted Subsidiary; provided, however, that this Section 10.06 shall not prevent the Company or any Restricted 44 Subsidiary from: (a) entering into any Sale and Leaseback Transaction not involving a lease with a term of more than three years, or (b) entering into any Sale and Leaseback Transaction in respect of any Restricted Property owned at the date hereof by the Company or a Restricted Subsidiary, if such Sale and Leaseback Transaction is entered into within 180 days after the later of the acquisition, completion of construction or commencement of operation of such Restricted Property. SECTION 10.07. EXISTENCE. Subject to Article Eight, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its existence, rights (charter and statutory) and franchises to carry on its business; provided, however, that nothing in this Section 10.07 shall prevent (a) any consolidation or merger of the Company, or any conveyance, transfer or lease of its property and assets substantially as an entirety, permitted by Article Eight, or (b) the liquidation or dissolution of the Company after such conveyance, transfer or lease of its property and assets substantially as an entirety permitted by Article Eight. SECTION 10.08. STATEMENT BY OFFICERS AS TO DEFAULT. The Company will deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, an Officers' Certificate, stating whether or not to the best knowledge of the signers thereof the Company is in default in the performance and observance of any of the terms, provisions and conditions of Sections 10.01 to 10.07, inclusive, and, if the Company shall be in default, specifying all such defaults and the nature and status thereof of which they may have knowledge. SECTION 10.09. WAIVER OF CERTAIN COVENANTS. The Company may omit in any particular instance to comply with any term, provision or condition set forth in Sections 10.05 to 10.07, inclusive, or set forth in accordance with Section 3.01(20), Section 9.01(b) or Section 9.01(g), with respect to the Securities of any series if before the time for such compliance the Holders of at least a majority in principal amount of the Outstanding Securities of such series shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. ARTICLE ELEVEN REDEMPTION OF SECURITIES SECTION 11.01. APPLICABILITY OF ARTICLE. Securities of any series which are redeemable before their Stated Maturity shall be redeemable in accordance with their terms and (except as otherwise specified as contemplated by Section 3.01 for Securities of any series) in accordance with this Article. SECTION 11.02. ELECTION TO REDEEM; NOTICE TO TRUSTEE. The election of the Company to redeem any Securities shall be evidenced by a Board Resolution or in any other manner specified, as contemplated by Section 3.01 for such Securities or series of Securities. In the case of any redemption at the election of the Company of less than all the Securities of any series, the Company shall, at least 60 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date, of the principal amount of Securities of such series to be redeemed and, if applicable, of the tenor of the Securities to be redeemed. In the case of any redemption of Securities prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers' Certificate evidencing compliance with such restriction. SECTION 11.03. SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED. If less than all the 45 Securities of any series are to be redeemed in accordance with this Article (unless all of the Securities of such series and of a specified tenor are to be redeemed), the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to the minimum authorized denomination for Securities of that series or any integral multiple thereof) of the principal amount of Securities of such series, provided that the unredeemed portion of the principal amount of any Security shall be in an authorized denomination or a denomination larger than the minimum authorized denomination for Securities of that series. If less than all of the Securities of such series and of a specified tenor are to be redeemed, the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee from the Outstanding Securities of such series and specified tenor not previously called for redemption in accordance with the preceding sentence. The Trustee shall promptly notify the Company in writing of the Securities selected for redemption and, in the case of any Securities selected for partial redemption, the principal amount thereof to be redeemed. The provisions of the two preceding paragraphs shall not apply to any redemption affecting only a single Security, whether such Security is to be redeemed in whole or in part. In the case of any redemption in part, the unredeemed portion of the principal amount of the Security shall be in an authorized denomination for such Security. For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Securities redeemed or to be redeemed only in part, to the portion of the principal amount of such Securities which has been or is to be redeemed. SECTION 11.04. NOTICE OF REDEMPTION. Notice of redemption shall be given by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date, to each Holder of Securities to be redeemed, at his address appearing in the Security Register. All notices of redemption shall state: (a) the Redemption Date, (b) the Redemption Price and accrued interest, if any, (c) if less than all the Outstanding Securities of any series are to be redeemed, the identification (and, in the case of partial redemption of any Securities, the principal amounts) of the particular Securities to be redeemed and, if less than all the Outstanding Securities of any series consisting of a single Security are to be redeemed, the principal amount of the Security to be redeemed, (d) that on the Redemption Date the Redemption Price and accrued interest, if any, will become due and payable upon each such Security to be redeemed and, if applicable, that interest thereon will cease to accrue on and after said date, (e) the place or places where such Securities are to be surrendered for payment of the Redemption Price and accrued interest, if any, and (f) that the redemption is for a sinking fund, if such is the case. Notice of redemption of Securities to be redeemed at the election of the Company shall be given by the Company or, at the Company's request, by the Trustee in the name and at the expense of the Company and 46 shall be irrevocable. SECTION 11.05. DEPOSIT OF REDEMPTION PRICE. Prior to 11:00 a.m., New York City time, on any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 10.04) an amount of money sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on, all the Securities which are to be redeemed on that date. SECTION 11.06. SECURITIES PAYABLE ON REDEMPTION DATE. Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified, and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest) such Securities shall cease to bear interest. Upon surrender of any such Security for redemption in accordance with said notice, such Security shall be paid by the Company at the Redemption Price, together with accrued interest to the Redemption Date; provided, however, that, unless otherwise specified as contemplated by Section 3.01, installments of interest whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, required as such at the close of business on the relevant Record Dates according to their terms and the provisions of Section 3.07. If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal and any premium shall, until paid, bear interest from the Redemption Date at the rate prescribed therefor in the Security. SECTION 11.07. SECURITIES REDEEMED IN PART. Any Security which is to be redeemed only in part shall be surrendered at a Place of Payment therefor (with, if the Company or the Security Registrar so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the Security Registrar shall authenticate and deliver to the Holder of such Security without service charge, a new Security or Securities of the same series and of like tenor, of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered. ARTICLE TWELVE SINKING FUNDS SECTION 12.01. APPLICABILITY OF ARTICLE. The provisions of this Article shall be applicable to any sinking fund for the retirement of Securities of a series except as otherwise specified as contemplated by Section 3.01 for Securities of such series. The minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a "mandatory sinking fund payment", and any payment in excess of such minimum amount provided for by the terms of Securities of any series is herein referred to as an "optional sinking fund payment". If provided for by the terms of Securities of any series, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 12.02. Each sinking fund payment shall be applied to the redemption of Securities of any series as provided for by the terms of Securities of such series. SECTION 12.02. SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES. The Company (1) may deliver outstanding Securities of a series (other than any previously called for redemption) and (2) may apply as a credit Securities of a series which have been redeemed either at the election of the Company pursuant to the term of such Securities or through the application of permitted optional sinking fund payments pursuant to the 47 term of such Securities, in each case in satisfaction of all or any part of any sinking fund payment with respect to the Securities of such series required to be made pursuant to the terms of such Securities as provided for by the term of such series; provided that such Securities have not been previously so credited. Such Securities shall be received and credited for such purpose by the Trustee at the Redemption Price specified in such Securities for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly. SECTION 12.03. REDEMPTION OF SECURITIES FOR SINKING FUND. Not less than 60 days prior to each sinking fund payment date for any series of Securities, the Company will deliver to the Trustee an Officers' Certificate specifying the amount of the next ensuing sinking fund payment for that series pursuant to the terms of that series, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities of that series pursuant to Section 12.02 and will also deliver to the Security Registrar any Securities to be so delivered. Not less than 60 days before each such sinking fund payment date, the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 11.03 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 11.04. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 11.05, 11.06 and 11.07. ARTICLE THIRTEEN DEFEASANCE AND COVENANT DEFEASANCE SECTION 13.01. APPLICABILITY OF ARTICLE; COMPANY'S OPTION TO EFFECT DEFEASANCE OR COVENANT DEFEASANCE. If pursuant to Section 3.01 provision is made for either or both of (a) defeasance of the Securities of a series under Section 13.02, or (b) covenant defeasance of the Securities of a series under Section 13.03, then the provisions of such Section or Sections, as the case may be, together with the other provisions of this Article Thirteen, shall be applicable to the Securities of such series, and the Company may at any time elect (such election to be evidenced by a Board Resolution), with respect to the Securities of such series, either to effect such defeasance pursuant to Section 13.02 (if applicable) or to effect such covenant defeasance pursuant to Section 13.03 (if applicable) in respect of the Outstanding Securities of such series upon compliance with the conditions set forth below in this Article Thirteen. SECTION 13.02. DEFEASANCE AND DISCHARGE. Upon the Company's exercise of the above option applicable to this Section, the Company shall be deemed to have been discharged from its obligations with respect to the Outstanding Securities of such series on and after the date the conditions precedent set forth below are satisfied (hereinafter, "defeasance"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such series and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Securities of such series to receive, solely from the trust fund described in Section 13.05 as more fully set forth in such Section, payments of the principal of (and premium, if any) and interest on such Securities when such payments are due, (B) the Company's obligations with respect to such Securities under Sections 3.04, 3.05, 3.06, 10.02 and 10.04 and such obligations as shall be ancillary thereto, (C) the rights, powers, trusts, duties, immunities and other provisions in respect of the Trustee hereunder and (D) this Article Thirteen. Subject to compliance with this Article Thirteen, the Company may exercise its option under this Section 13.02 notwithstanding the prior exercise of its option under Section 13.03 with respect to the Securities of such series. Following a defeasance, payment of the Securities of such series may not be accelerated because of the occurrence and continuance of an Event of Default. 48 SECTION 13.03. COVENANT DEFEASANCE. Upon the Company's exercise of the above option applicable to this Section and after the date the conditions set forth below are satisfied, the Company shall be released from its obligations under Section 10.05 and Section 10.06 and under any additional or substitute covenant established with respect to the Securities of any series pursuant to Section 3.01(20), Section 9.01(b) or Section 9.01(g) if the Securities of such series have been determined pursuant to Section 3.01 to be subject to this provision (with Section 10.05, Section 10.06 and any such additional or substitute covenant referred to herein as a "Defeasable Covenant"), and the occurrence of an event specified in Section 5.01(d) with respect to such Defeasable Covenant shall not be deemed to be an Event of Default with respect to the Outstanding Securities of such series (hereinafter, "covenant defeasance"). For this purpose, such covenant defeasance means that, with respect to the Outstanding Securities of such series, the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such Defeasable Covenant whether directly or indirectly by reason of any reference elsewhere herein to any such Defeasable Covenant or by reason of any reference in any such Defeasable Covenant to any other provision herein or in any other document, but the remainder of this Indenture and such Securities shall be unaffected thereby. Following a covenant defeasance, payment of the Securities of such series may not be accelerated because of an Event of Default specified in Section 5.01(e) or Section 5.01(f) or by reference to Section 5.01(d) and such Defeasable Covenant. SECTION 13.04. CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE. The following shall be the conditions precedent to application of either Section 13.02 or Section 13.03 to the Outstanding Securities of such series: (1) The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 6.09 who shall agree to comply with the provisions of this Article Thirteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to the benefit of the Holders of such Securities, (A) if the Securities of such series are denominated in Dollars, (i) money in an amount, or (ii) U.S. Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (iii) a combination thereof, sufficient, without reinvestment, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal of (and premium, if any) and interest on the Outstanding Securities of such series on the Maturity of such principal, premium, if any, or interest and any mandatory sinking fund payments or analogous payments applicable to the Outstanding Securities of such series on the due dates thereof, in accordance with the terms of this Indenture and such Securities, or (B) if the Securities of such series are denominated in a currency or currency unit other than Dollars, (i) money in such currency or currency units in an amount, or (ii) foreign government obligations that through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money or such currency or currency unit in an amount, or (iii) a combination thereof, in each case sufficient, without reinvestment, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal of (and premium, if any) and interest on the Outstanding Securities of such series on the Maturity of such principal, premium, if any, or interest and any mandatory sinking fund payments or analogous payments applicable to the Outstanding Securities of such series on the due dates thereof, in accordance with the terms of this Indenture and such Securities. Before such a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption of Securities at a future date or dates in accordance with Article Eleven, which shall be given effect in applying the foregoing. As used herein: (a) "U.S. Government Obligations" means securities that are (x) direct obligations of the United States of America for the payment of which its full faith and credit is pledged or (y) obligations of Persons controlled or supervised by and acting as an agency or instrumentality of the United States of America, the payment of which is unconditionally guaranteed as a 49 full faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act of 1933, as amended) as custodian with respect to any such U.S. Government Obligation or a specific payment of principal of or interest on any such U.S. Government Obligation held by such custodian for the account of the holder of such depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal of or interest on the U.S. Government Obligation evidenced by such depository receipt; and (b) "Foreign Government Obligations" means securities that are (x) direct obligations of the government that issued such currency for the payment of which full faith and credit of such government is pledged or (y) obligations of Persons controlled or supervised by and acting as an agency or instrumentality for such government the payment of which is unconditionally guaranteed as a full faith and credit obligation by such government, which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include any depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any Foreign Government Obligation held by such custodian for the account of the holder of such depositary receipt, provided that (except as required by law) such custodian is not authorized to make any deductions from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of the Foreign Government Obligation or the specific payment of principal or interest evidenced by such depositary receipt. (2) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to the Securities of such series shall have occurred and be continuing (A) on the date of such deposit or (B) insofar as subsections 5.01(e) and (f) are concerned, at any time during the period ending on the 91st day after the date of such deposit or, if longer, ending on the day following the expiration of the longest preference period applicable to the Company in respect of such deposit (it being understood that the condition in this Clause (B) shall not be deemed satisfied until the expiration of such period). (3) Such defeasance or covenant defeasance shall not (A) cause the Trustee for the Securities of such series to have a conflicting interest as defined in Section 6.08 or for purposes of the Trust Indenture Act with respect to any securities of the Company or (B) result in the trust arising from such deposit constituting, unless it is qualified as, a regulated investment company under the Investment Company Act of 1940, as amended. (4) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound. (5) Such defeasance or covenant defeasance shall not cause any Securities of such series then listed on any registered national securities exchange under the Exchange Act to be delisted. (6) In the case of an election to have Section 13.02 apply to any Securities or any series of Securities, as the case may be, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (x) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (y) since the date of this Indenture there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of the outstanding Securities of such series will not recognize income, gain or loss for Federal income tax purposes as a result of such defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred. (7) In the case of an election under Section 13.03, the Company shall have delivered to the 50 Trustee an Opinion of Counsel to the effect that the Holders of the Outstanding Securities of such series will not recognize income, gain or loss for Federal income tax purposes as a result of such covenant defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred. (8) Such defeasance or covenant defeasance shall be effected in compliance with any additional terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 3.01. (9) The Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to either the defeasance under Section 13.02 or the covenant defeasance under Section 13.03, as the case may be, have been complied with. SECTION 13.05. DEPOSITED MONEY AND U.S. GOVERNMENT OBLIGATIONS TO BE HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS. Subject to the provisions of the last paragraph of Section 10.04, all money and U.S. Government Obligations or Foreign Government Obligations (including the proceeds thereof) deposited with the Trustee or other qualifying trustee (collectively, for purposes of this Section 13.05, the "Trustee") pursuant to Section 13.04 in respect of the Outstanding Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, of all sums due and to become due thereon in respect of principal (and premium, if any) and interest, but such money held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Obligations or Foreign Government Obligations deposited pursuant to Section 13.04 or the principal and interest received in respect thereof other than any tax, fee or other charge which by law is for the account of the Holders of Outstanding Securities. Anything herein to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations or Foreign Government Obligations held by it as provided in Section 13.04 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance or covenant defeasance, as the case may be, with respect to such Securities. SECTION 13.06. REINSTATEMENT. If the Trustee or the Paying Agent is unable to apply any money in accordance with Section 13.05 by reason of any order or judgment or any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company's obligations under this Indenture and the Securities of such series from which the Company has been discharged or released pursuant to Section 13.02 or Section 13.03, as the case may be, shall be revived and reinstated as though no deposit had occurred pursuant to this Article Thirteen with respect to such Securities, until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 13.05 with respect to such Securities in accordance with this Article Thirteen; provided, however, that, if the Company makes any payment of principal of (and premium, if any) or interest on any such Security following the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Securities to receive such payment from the money so held in trust by the Trustee or the Paying Agent. 51 ARTICLE FOURTEEN IMMUNITY OF SHAREHOLDERS, OFFICERS AND DIRECTORS SECTION 14.01. EXEMPTION FROM INDIVIDUAL LIABILITY. No recourse under or upon any obligation, covenant or agreement of this Indenture, or of any Security, or for any claim based thereon or otherwise in respect thereof, shall be had against any shareholder, officer or director, as such, past, present or future, of the Company or of any successor corporation, either directly or indirectly or through the Company, 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 this Indenture and the obligations issued hereunder are solely corporate obligations of the Company, that no such liability whatever shall attach to, or is or shall be incurred by, the shareholders, officers or directors, as such, of the Company or of any successor corporation, or any of them, because of the creation of the indebtedness hereby authorized, or under or by reason of the obligations, covenants or agreements contained in this Indenture or in any of the Securities or implied therefrom, and that any and all such liability, either at common law or in equity or by constitution or statute is hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Indenture and the issuance of the Securities. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, and their respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written. THE GOODYEAR TIRE & RUBBER COMPANY By /s/ Robert W. Tieken -------------------------------------- Name: Robert W. Tieken Title: Executive Vice President [Seal] Attest: /s/ C. Thomas Harvie - ------------------------------- Name: C. Thomas Harvie Title: Secretary JP MORGAN CHASE BANK By: /s/ Patrick J. Healy -------------------------------------- Name: Patrick J. Healy Title: Vice President [Seal] Attest: /s/ Walter I. Johnson III - ------------------------------- Name: Walter I. Johnson III Title: Assistant Treasurer 52 STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) On the 17th day of June, 2002 before me personally came Patrick J. Healy, to me known, who, being by me duly sworn, did depose and say that he is a Vice President of JPMorgan Chase Bank, a banking corporation described in and which executed the foregoing instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation; and that he signed his name thereto by like authority. /s/ Francis J. Grippo --------------------------------------------- Notary Public [Notarial Seal] FRANCIS J. GRIPPO Notary Public, State of New York No. 4522535 Qualified in Orange County Commission Expires September 30, 2002 STATE OF OHIO ) ) ss.: COUNTY OF SUMMIT ) On the 7th day of June, 2002 before me personally came Robert W. Tieken, to me known, who, being by me duly sworn, did depose and say that he is an Executive Vice President of The Goodyear Tire & Rubber Company, the corporation described in and which executed the foregoing instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation; and that he signed his name thereto by like authority. /s/ Audrey H. Sims ---------------------------------------------- Notary Public [Notarial Seal] Audrey H. Sims, Notary Public Resident - Summit County State Wide Jurisdiction, Ohio My Commission Expires Feb. 1, 2004 53 EX-4.6 10 l93286aexv4w6.txt EX-4.6 INDENTURE BETWEEN GOODYEAR AND JP MORGAN EXHIBIT 4.6 INDENTURE BETWEEN THE GOODYEAR TIRE & RUBBER COMPANY AND JPMORGAN CHASE BANK, AS TRUSTEE --------------------- DATED AS OF JUNE 15, 2002 --------------------- SUBORDINATED DEBT SECURITIES THE GOODYEAR TIRE & RUBBER COMPANY Certain Sections of This Indenture Relating to ---------------------------------------------- Sections 310 Through 318, Inclusive, of the ------------------------------------------- Trust Indenture Act of 1939. ---------------------------- Trust Indenture Act Section Indenture Section - --------------------------- ----------------- 310 (a)(1) 6.09 (a)(2) 6.09 (a)(3) Not Applicable (a)(4) 6.08 (b) 6.11 311 (a) 6.13 (b) 6.13 312 (a) 7.01 7.02(a) (b) 7.02(b) (c) 7.02(c) 313 (a) 7.03(a) (b) 7.03(a) (c) 7.03(a) (d) 7.03(b) 314 (a) 7.04 (a)(4) 1.01 10.05 (b) Not Applicable (c)(1) 1.02 (c)(2) 1.02 (c)(3) Not Applicable (d) Not Applicable (e) 1.02 315 (a) 6.01 (b) 6.02 (c) 6.01 (d) 6.01 (e) 5.14 316 (a) 1.01 (a)(1)(A) 5.02 5.12 (a)(2)(B) 5.13 (a)(2) Not Applicable (b) 5.08 (c) 1.04(c) 317 (a)(1) 5.03 (a)(2) 5.04 (b) 10.04 318 (a) 1.07 NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be a part of the Indenture. TABLE OF CONTENTS
Page ---- ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION SECTION 1.01. Definitions............................................................................1 SECTION 1.02. Compliance Certificates and Opinions...................................................6 SECTION 1.03. Form of Documents Delivered to Trustee.................................................7 SECTION 1.04. Acts of Holders; Record Dates..........................................................7 SECTION 1.05. Notices, etc., to Trustee and Company..................................................9 SECTION 1.06. Notice to Holders; Waiver..............................................................9 SECTION 1.07. Conflict with Trust Indenture Act......................................................9 SECTION 1.08. Effect of Headings and Table of Contents..............................................10 SECTION 1.09. Successors and Assigns................................................................10 SECTION 1.10. Separability Clause...................................................................10 SECTION 1.11. Benefits of Indenture.................................................................10 SECTION 1.12. Governing Law.........................................................................10 SECTION 1.13. Legal Holidays........................................................................10 ARTICLE TWO SECURITY FORMS SECTION 2.01. Forms Generally.......................................................................10 SECTION 2.02. Form of Face of Security..............................................................11 SECTION 2.03. Form of Reverse of Security...........................................................12 SECTION 2.04. Form of Legend for Global Securities..................................................16 SECTION 2.05. Form of Trustee's Certificate of Authentication.......................................16 ARTICLE THREE THE SECURITIES SECTION 3.01. Amount of Securities Issuable Unlimited; Issuable in Series...........................16 SECTION 3.02. Denominations.........................................................................19 SECTION 3.03. Execution, Authentication, Delivery and Dating........................................19 SECTION 3.04. Temporary Securities..................................................................20 SECTION 3.05. Registration, Registration of Transfer and Exchange...................................20 SECTION 3.06. Mutilated, Destroyed, Lost and Stolen Securities......................................22 SECTION 3.07. Payment of Interest; Interest Rights Preserved........................................23 SECTION 3.08. Persons Deemed Owners.................................................................23 SECTION 3.09. Cancellation..........................................................................24 SECTION 3.10. Computation of Interest...............................................................24
(i)
ARTICLE FOUR SATISFACTION AND DISCHARGE SECTION 4.01. Satisfaction and Discharge of Indenture...............................................24 SECTION 4.02. Application of Trust Money............................................................25 ARTICLE FIVE REMEDIES SECTION 5.01. Events of Default.....................................................................25 SECTION 5.02. Acceleration of Maturity; Rescission and Annulment....................................26 SECTION 5.03. Collection of Indebtedness and Suits for Enforcement by Trustee.......................27 SECTION 5.04. Trustee May File Proofs of Claim......................................................27 SECTION 5.05. Trustee May Enforce Claims Without Possession of Securities...........................28 SECTION 5.06. Application of Money Collected........................................................28 SECTION 5.07. Limitation on Suits ..................................................................28 SECTION 5.08. Unconditional Right of Holders to Receive Principal, Premium and Interest and to Convert..........................................29 SECTION 5.09. Restoration of Rights and Remedies....................................................29 SECTION 5.10. Rights and Remedies Cumulative........................................................29 SECTION 5.11. Delay or Omission Not Waiver..........................................................29 SECTION 5.12. Control by Holders....................................................................29 SECTION 5.13. Waiver of Past Defaults ..............................................................30 SECTION 5.14. Undertaking for Costs.................................................................30 SECTION 5.15. Waiver of Usury, Stay or Extension Laws...............................................30 ARTICLE SIX THE TRUSTEE SECTION 6.01. Certain Duties and Responsibilities...................................................30 SECTION 6.02. Notice of Defaults....................................................................31 SECTION 6.03. Certain Rights of Trustee.............................................................31 SECTION 6.04. Not Responsible for Recitals or Issuance of Securities................................32 SECTION 6.05. May Hold Securities...................................................................32 SECTION 6.06. Money Held in Trust...................................................................32 SECTION 6.07. Compensation and Reimbursement........................................................33 SECTION 6.08. Disqualification; Conflicting Interests...............................................33 SECTION 6.09. Corporate Trustee Required; Eligibility...............................................33 SECTION 6.10. Resignation and Removal; Appointment of Successor.....................................33 SECTION 6.11. Acceptance of Appointment by Successor................................................35 SECTION 6.12. Merger, Conversion, Consolidation or Succession to Business...........................35 SECTION 6.13. Preferential Collection of Claims Against Company.....................................36 SECTION 6.14. Appointment of Authenticating Agent...................................................36
(ii)
ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY SECTION 7.01. Company to Furnish Trustee Names and Addresses of Holders.............................37 SECTION 7.02. Preservation of Information; Communications to Holders................................37 SECTION 7.03. Reports by Trustee....................................................................37 SECTION 7.04. Reports by Company....................................................................38 ARTICLE EIGHT CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE SECTION 8.01. Company May Consolidate, etc., Only on Certain Terms..................................38 SECTION 8.02. Successor Corporation to be Substituted...............................................38 SECTION 8.03. Opinion of Counsel to be Given Trustee................................................39 ARTICLE NINE SUPPLEMENTAL INDENTURES SECTION 9.01. Supplemental Indentures Without Consent of Holders....................................39 SECTION 9.02. Supplemental Indentures With Consent of Holders.......................................40 SECTION 9.03. Execution of Supplemental Indentures..................................................40 SECTION 9.04. Effect of Supplemental Indentures.....................................................41 SECTION 9.05. Conformity with Trust Indenture Act...................................................41 SECTION 9.06. Reference in Securities to Supplemental Indentures....................................41 SECTION 9.07. Subordination Unimpaired..............................................................41 ARTICLE TEN COVENANTS SECTION 10.01. Payment of Principal, Premium and Interest............................................41 SECTION 10.02. Maintenance of Office or Agency.......................................................41 SECTION 10.03. Vacancy in the Office of Trustee......................................................42 SECTION 10.04. Money for Securities Payments to be Held in Trust.....................................42 SECTION 10.05. Existence.............................................................................42 SECTION 10.06. Statement by Officers as to Default...................................................43 SECTION 10.07. Waiver of Certain Covenants...........................................................43
(iii)
ARTICLE ELEVEN REDEMPTION OF SECURITIES SECTION 11.01. Applicability of Article.................................................................43 SECTION 11.02. Election to Redeem; Notice to Trustee....................................................43 SECTION 11.03. Selection by Trustee of Securities to be Redeemed........................................43 SECTION 11.04. Notice of Redemption.....................................................................44 SECTION 11.05. Deposit of Redemption Price..............................................................44 SECTION 11.06. Securities Payable on Redemption Date....................................................44 SECTION 11.07. Securities Redeemed in Part..............................................................45 ARTICLE TWELVE SINKING FUNDS SECTION 12.01. Applicability of Article.................................................................45 SECTION 12.02. Satisfaction of Sinking Fund Payments with Securities....................................45 SECTION 12.03. Redemption of Securities for Sinking Fund................................................45 ARTICLE THIRTEEN DEFEASANCE AND COVENANT DEFEASANCE SECTION 13.01. Applicability of Article; Company's Option to Effect Defeasance or Covenant Defeasance...................................................46 SECTION 13.02. Defeasance and Discharge.................................................................46 SECTION 13.03. Covenant Defeasance......................................................................46 SECTION 13.04. Conditions to Defeasance or Covenant Defeasance..........................................47 SECTION 13.05. Deposited Money and U.S. Government Obligations to be Held in Trust; Other Miscellaneous Provisions.......................................49 SECTION 13.06. Reinstatement............................................................................49 ARTICLE FOURTEEN SUBORDINATION OF SECURITIES SECTION 14.01. Securities Subordinate to Senior Indebtedness............................................49 SECTION 14.02. No Payment on Securities if Senior Indebtedness in Default...............................50 SECTION 14.03. Priority of Senior Indebtedness..........................................................50 SECTION 14.04 Payment Permitted in Certain Situations..................................................52 SECTION 14.05. Notice to Trustee of Facts Prohibiting Payment and Certain Events; Reliance by Trustee...................................................................53 SECTION 14.06. Trustee Not Fiduciary to Holders of Senior Indebtedness .................................54 SECTION 14.07. Trustee and Holders of Securities May Rely on Certificate of Liquidating Agent; Trustee May Require Further Evidence as to Ownership of Senior Indebtedness......................................................54 SECTION 14.08. Subrogation of Securities................................................................54
(iv) SECTION 14.09. Trustee to Effectuate Subordination......................................................55 SECTION 14.10. No Waiver of Subordination Provisions....................................................55 SECTION 14.11. Company Obligation to Pay Unconditional..................................................55 SECTION 14.12. Rights of Trustee as Holder of Senior Indebtedness.......................................55 SECTION 14.13. Article Applicable to Paying Agents......................................................55 SECTION 14.14. Subordination Rights Not Impaired by Acts or Omissions of the Company or Holders of Senior Indebtedness.....................................................56 SECTION 14.15. All Indenture Provisions Subject to this Article.........................................56 ARTICLE FIFTEEN IMMUNITY OF SHAREHOLDERS, OFFICERS AND DIRECTORS SECTION 15.01. Exemption from Individual Liability......................................................56 Testimonium.............................................................................................57 Signatures and Seals....................................................................................57 Acknowledgements........................................................................................58

NOTE: This Table of Contents shall not, for any purpose, be deemed to be a part of the Indenture. (v) INDENTURE dated as of June 15, 2002, between THE GOODYEAR TIRE & RUBBER COMPANY, a corporation duly organized and existing under the laws of the State of Ohio (herein called the "Company"), having its principal offices at 1144 East Market Street, Akron, Ohio 44316-0001, and JPMORGAN CHASE BANK, a banking corporation duly organized and existing under the laws of the State of New York, as Trustee (herein called the "Trustee"). RECITALS OF THE COMPANY The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its unsecured debentures, notes or other evidences of indebtedness (herein called the "Securities"), to be issued in one or more series as in this Indenture provided. All things necessary to make this Indenture a valid agreement of the Company, in accordance with its terms, have been done. NOW, THEREFORE, THIS INDENTURE WITNESSETH: For and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Securities or of series thereof, as follows: ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION SECTION 1.01. DEFINITIONS. For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires: (a) the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular; (b) all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein; (c) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles, and, except as otherwise herein expressly provided, the term "generally accepted accounting principles" with respect to any computation required or permitted hereunder shall mean such accounting principles as are generally accepted at the date hereof; (d) Unless the context otherwise requires, any reference to an "Article" or "Section" refers to an Article or a Section, as the case may be, of this Indenture; and (e) the words "herein", "hereof" and "hereunder" and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision. "Act", when used with respect to any Holder, has the meaning specified in Section 1.04. "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 1 definition, "control" when used with respect to any specified Person means the power to direct 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. "Authenticating Agent" means any Person authorized by the Trustee pursuant to Section 6.14 to act on behalf of the Trustee to authenticate Securities of one or more series. "Board of Directors" means either the Board of Directors of the Company or any duly authorized committee of that board or any directors or officers of the Company to whom such board of directors shall have delegated its authority to act hereunder. "Board Resolution" means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification and delivered to the Trustee. "Business Day", when used with respect to any Place of Payment, means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in that Place of Payment are authorized or obligated by law or executive order to close. "Commission" means the Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act or, if at any time after the execution of this instrument 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. "Company" means the Person named as the "Company" in the first paragraph of this instrument until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter "Company" shall mean such successor Person. "Company Request" or "Company Order" means a written request or order signed in the name of the Company by its Chairman of the Board, its President or a Vice President and by its Treasurer, its Comptroller, an Assistant Comptroller, an Assistant Treasurer, its Secretary or an Assistant Secretary and delivered to the Trustee. "Company Sale" has the meaning specified in Section 8.01. "Consolidated Assets of the Company and Subsidiaries" means, as at the date as of which any determination is being or to be made, the total consolidated assets of the Company and Subsidiaries as shown on the consolidated balance sheet of the Company for the then most recently ended fiscal quarter of the Company (as such consolidated balance sheet is filed with the Securities and Exchange Commission pursuant to the Exchange Act). "Consolidated Subsidiary" means, as at the date as of which any determination is being or to be made, each Subsidiary included in the Company's consolidated statement of income and consolidated balance sheet for the then most recently completed fiscal quarter of the Company. "Corporate Trust Office" means the office of the Trustee in the Borough of Manhattan, the City of New York, at which at any particular time its corporate trust business shall be principally administered. "corporation" means a corporation, association, company, limited liability company, joint-stock company or business trust. "Defaulted Interest" has the meaning specified in Section 3.07. 2 "Defeasible Covenant" has the meaning specified in Section 13.03. "Depositary" means, with respect to the Securities of any series issuable or issued in whole or in part in the form of one or more Global Securities, the Person designated as Depositary for such series by the Company pursuant to Section 3.01, which Person shall be a clearing agency registered under the Exchange Act; and, if at any time there is more than one such Person, "Depositary", as used with respect to the Securities of any series, shall mean the Depositary with respect to the Securities of such series. "Dollars", "dollars", "U.S.$", or "$" shall mean lawful money of the United States of America. "Dollar Equivalent" shall mean, in respect of any amount of any currency, and as at the date and time as of which any determination thereof is being or to be made, that number of Dollars into which such amount of currency may be converted on such date, which shall be equal to the product of (a) the principal amount of such currency (expressed in standard units of such currency) multiplied by (b) the prevailing spot rate for exchanging such currency into Dollars as quoted on page "Spot" of the Reuter System (or on a comparable page of the Telerate System or the Bloomberg Business Information System) as at such date and time as of which the determination of Dollar Equivalent is being or to be made, or, if no rate is quoted in respect of such currency on the Reuter System (or the Telerate System or the Bloomberg Business Information System, as applicable) display designated page "Spot" (or such comparable page, as applicable) as at such date and time, the prevailing spot rate for exchanging such currency into Dollars in the New York City foreign currency exchange market (or, if a more substantial and liquid market for the exchange of such currency, the London currency exchange market or the currency exchange market in the principal financial center of such currency) as at such date and time. "Event of Default" has the meaning specified in Section 5.01. "Exchange Act" means the Securities Exchange Act of 1934 and any successor act thereto, in each case as amended from time to time. "Expiration Date" has the meaning specified in Section 1.04(c). "Foreign Government Obligation" has the meaning specified in Section 13.04. "GAAP" means generally accepted accounting principles in the United States. "Global Security" means a Security bearing the legend prescribed in Section 2.04 (or such legend as may be specified as contemplated by Section 3.01 for such Securities) evidencing all or part of a series of Securities, authenticated and delivered to the Depositary for such series or its nominee and registered in the name of such Depositary or nominee. "Holder" means a Person in whose name a Security is registered in the Security Register. "Indenture" means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof, including, for all purposes of this instrument, and any such supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and govern this instrument and any such supplemental indenture, respectively. The term "Indenture" shall also include the terms of particular series of Securities established as contemplated by Section 3.01. "Interest", when used with respect to an Original Issue Discount Security which by its terms bears interest only after Maturity, means interest payable after maturity. "Interest Payment Date", when used with respect to any Security, means the Stated Maturity of an installment of interest on such Security. 3 "Maturity", when used with respect to any Security, means the date on which the principal of such Security or an installment of principal becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise. "Notice of Default" means a written notice of the kind specified in Section 5.01(d). "Officers' Certificate" means a certificate signed by the Chairman of the Board, any President or any Vice President, the chief financial officer or the chief accounting officer of the Company and by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of the Company and delivered to the Trustee. One of the officers signing an Officers' Certificate given pursuant to Section 10.08 shall be the principal executive, financial or accounting officer of the Company. "Opinion of Counsel" means a written opinion of counsel, who may be counsel for the Company. "Original Issue Discount Security" means any Security which provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02. "Outstanding", when used with respect to Securities, means, as of the date of determination, all Securities theretofore authenticated and delivered under this Indenture, except: (a) Securities theretofore canceled by the Trustee or delivered to the Trustee for cancellation; (b) Securities for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent) for the Holders of such Securities; provided that, if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made; (c) Securities as to which defeasance has been effected pursuant to Section 13.02; and (d) Securities which have been paid pursuant to Section 3.06 or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Securities are held by a protected purchaser in whose hands such Securities are valid obligations of the Company; provided, however, that, in determining whether the Holders of the requisite principal amount of the Outstanding Securities have given, made or taken any request, demand, authorization, direction, notice, consent, waiver or other action hereunder, (i) the principal amount of an Original Issue Discount Security that shall be deemed to be Outstanding shall be the amount of the principal thereof that would be due and payable as of the date of such determination upon acceleration of the Maturity thereof pursuant to Section 5.02, (ii) the principal amount of a Security denominated in one or more foreign currencies or currency units shall be the Dollar Equivalent, determined in the manner provided as contemplated by Section 3.01 on the date of original issuance of such Security, of the principal amount (or, in the case of an Original Issue Discount Security, the Dollar Equivalent on the date of original issuance of such Security of the amount determined as provided in (i) above) of such Security and (iii) Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent, waiver or other action, only Securities which the Trustee knows to be so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee 4 establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to such Securities and that the pledgee is not the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor. "Paying Agent" means any Person authorized by the Company to pay the principal of or any premium or interest on any Securities on behalf of the Company. "Person" means any individual, corporation, partnership, limited liability company, joint venture, trust, unincorporated organization or government or any agency or political subdivision thereof. "Place of Payment", when used with respect to the Securities of any series, means the place or places where the principal of and any premium and interest on the Securities of that series are payable as specified as contemplated by Section 3.01. "Predecessor Security" of any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 3.06 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Security. "Redemption Date", when used with respect to any Security to be redeemed, means the date fixed for such redemption by or pursuant to this Indenture. "Redemption Price", when used with respect to any Security to be redeemed, means the price at which it is to be redeemed pursuant to this Indenture. "Regular Record Date" for the interest payable on any Interest Payment Date on the Securities of any series means the date specified for that purpose as contemplated by Section 3.01. "Responsible Officer", when used with respect to the Trustee, means any officer in the Corporate Trust Office of the Trustee with direct responsibility for the administration of this Indenture and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject. "Securities" has the meaning stated in the first recital of this Indenture and more particularly means any Securities authenticated and delivered under this Indenture. "Securities Act" means the Securities Act of 1933 and any statute successor thereto, in each case as amended from time to time. "Security Register" and "Security Registrar" have the respective meanings specified in Section 3.05. "Senior Indebtedness" means (a) the principal of premium, if any, and interest on, any of the following, whether outstanding at the date hereof or thereafter created, issued or assumed by the Company: (i) indebtedness of the Company for money borrowed; (ii) obligations of the Company evidenced by securities (other than the Securities), letters of credit or acceptances made or issued by banks; (iii) obligations of the Company to pay the deferred purchase price of property or services; (iv) obligations of the Company as lessee under capitalized leases (as determined in accordance with GAAP) and under leases of property made as a part of any sale and lease-back transaction; (v) obligations under performance guarantees, support agreements and other similar agreements; (vi) indebtedness of others of any of the kinds described in the preceding clauses (i) through (v), inclusive, assumed or guaranteed by the Company; and (vii) renewals, extensions, refundings, amendments and modifications of any 5 indebtedness and obligations of the Company or a successor company issued in exchange for or as replacement of, any indebtedness or obligations of the kinds described in the preceding clauses (i) through (vi), inclusive, or of the instruments creating or evidencing such indebtedness or obligations; unless in the case of any particular item o indebtedness or obligation, or any renewal, extension or refunding thereof, the instrument creating or evidencing the same or the assumption or guarantee thereof expressly provides that such item of indebtedness or obligation, or any renewal, extension, refunding, amendment or modification thereof, is not senior in right of payment to the Securities; and (b) except to the extent otherwise expressly provided pursuant to, in accordance with and as contemplated by, Section 3.01(21), all of the Company's other general unsubordinated obligations and liabilities, including trade payables; and (c) all amounts preferred by mandatory provisions of law. "Special Record Date" for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 3.07. "Stated Maturity", when used with respect to any Security or any installment of principal thereof or interest thereon, means the date specified in such Security as the fixed date on which the principal of such Security or such installment of principal or interest is due and payable. "Subsidiary" means a Person (other than an individual or a government or any agency or political subdivision thereof) more than 50% of the outstanding voting interest of which is owned, directly or indirectly, by the Company or by one or more other Subsidiaries, or by the Company and one or more other Subsidiaries, or the Company, in accordance with GAAP, otherwise consolidates as a Subsidiary of the Company. "Successor Company" has the meaning specified in Section 8.01. "Trustee" means the Person named as the "Trustee" in the first paragraph of this instrument until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter "Trustee" shall mean or include each Person who is then a Trustee hereunder, and if at any time there is more than one such Person, "Trustee" as used with respect to the Securities of any series shall mean the Trustee with respect to Securities of that series. "Trust Indenture Act" means the Trust Indenture Act of 1939 as in force at the date as of which this instrument was executed; provided, however, that in the event the Trust Indenture Act of 1939 is amended after such date, "Trust Indenture Act" means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended. "U.S. Government Obligations" has the meaning specified in Section 13.04. "Vice President", when used with respect to the Company or the Trustee, means any vice president, whether or not designated by a number or a word or words added before or after the title "vice president", but shall not include any assistant vice president. "Yield to Maturity", when used with respect to any Original Issue Discount Security, means the yield to maturity, if any, set forth in the prospectus supplement relating thereto, which shall be equal to the yield to maturity, if any, set forth on the face of such Security. SECTION 1.02. COMPLIANCE CERTIFICATES AND OPINIONS. Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall furnish to the Trustee such certificates and opinions as may be required under the Trust Indenture Act. Each such certificate or opinion shall be given in the form of an Officers' Certificate, if to be given by an officer of the Company, or an Opinion of Counsel, if to be given by counsel, and shall comply with the requirements of the Trust Indenture Act and any other requirements set forth in this Indenture. 6 Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: (a) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (c) a statement that, in the opinion of each such individual, 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 (d) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with. SECTION 1.03. FORM OF DOCUMENTS DELIVERED TO TRUSTEE. In any case where several matters are required to be certified by, or covered by, an opinion of any specified Person, such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an officer of the Company may be based insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or opinion of counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company stating that the information with respect to such factual matters is in the possession of the Company, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument. SECTION 1.04. ACTS OF HOLDERS; RECORD DATES. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.01) conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section. Without limiting the generality of the foregoing, a Holder, including a Depositary that is a Holder of a Global Security, may make, give or take, by a proxy, or proxies, duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other Act provided or permitted in this Indenture to be made, given or taken by Holders, and a Depositary that is a Holder of a Global Security may provide its proxy or proxies to the beneficial owners of interest in any such Global Security. 7 (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient. (c) The Company may, in the circumstances permitted by the Trust Indenture Act, fix any day as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to give, make or take any request, demand, authorization, direction, notice, consent, waiver or other Act, or to vote on any action, authorized or permitted by this Indenture to be given, made or taken by Holders of Securities of such series, provided that the Company may not set a record date for, and the provisions of this paragraph shall not apply with respect to, the giving or making of any notice, declaration, request or direction referred to in the next paragraph. If not set by the Company prior to the first solicitation of a Holder of Securities of such series made by any Person in respect of any such action, or, in the case of any such vote, prior to such vote, the record date for any such action or vote shall be the 30th day (or, if later, the date of the most recent list of Holders required to be provided pursuant to Section 7.01) prior to such first solicitation or vote, as the case may be. With regard to any record date for action to be taken by the Holders of one or more series of Securities, only the Holders of Securities of such series on such date (or their duly designated proxies) shall be entitled to give or take, or vote on, the relevant action. If any record date is set pursuant to this paragraph, the Holders of Outstanding Securities of the relevant series on such record date, and no other Holders, shall be entitled to take the relevant action, whether or not such Holders remain Holders after such record date; provided that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding Securities of such series on such record date. Nothing in this paragraph shall be construed to prevent the Company from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and with no action by any Person be canceled and of no effect), and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite principal amount of any Outstanding Securities of the relevant series on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Company, at its own expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Trustee in writing and to each Holder of Securities of the relevant series in the manner set forth in Section 1.06. The Trustee may set any day as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to join in the giving or making of (i) any Notice of Default, (ii) any declaration of acceleration referred to in Section 5.02, (iii) any request to institute proceedings referred to in Section 5.07(b) or (iv) any direction referred to in Section 5.12, in each case with respect to Securities of such series. If any record date is set pursuant to this paragraph, the Holders of Outstanding Securities of such series on such record date, and no other Holders, shall be entitled to join in such notice, declaration, request or direction, whether or not such Holders remain Holders after such record date; provided that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding Securities of such series on such record date. Nothing in this paragraph shall be construed to prevent the Trustee from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and with no action by any Person be canceled and of no effect), and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding Securities of the relevant series on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Trustee, at the Company's expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Company in writing and to each Holder of Securities of the relevant series in the manner set forth in Section 1.06. With respect to any record date set pursuant to this Section, the party hereto which set such 8 record date may designate any day as the "Expiration Date" and from time to time may change the Expiration Date to any earlier or later day; provided that no such change shall be effective unless notice of the proposed new Expiration Date is given to the other party hereto in writing, and to each Holder of Securities of the relevant series in the manner set forth in Section 1.06, on or prior to the existing Expiration Date. If an Expiration Date is not designated with respect to any record date set pursuant to this Section, the party hereto which set such record date shall be deemed to have initially designated the 180th day after such record date as the Expiration Date with respect thereto, subject to its right to change the Expiration Date as provided in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be later than the 180th day after the applicable record date. (d) The ownership of Securities shall be proved by the Security Register. (e) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Security shall bind every future Holder of the same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Company in reliance thereon, whether or not notation of such action is made upon such Security. (f) Without limiting the foregoing, a Holder entitled hereunder to give or take any action hereunder with regard to any particular Security may do so with regard to all or any part of the principal amount of such Security or by one or more duly appointed agents, each of which may do so pursuant to such appointment with regard to all or any different part of such principal amount. SECTION 1.05. NOTICES, ETC., TO TRUSTEE AND COMPANY. Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with: (a) the Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Trustee at its Corporate Trust Office, Attention: Institutional Trust Services, or (b) the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, or dispatched for delivery (prepaid by the sender) by an overnight courier service with written evidence of delivery required, to the Company addressed to it at the address of its principal office specified in the first paragraph of this instrument, marked "Attention: Office of the General Counsel", or at any other address previously furnished in writing to the Trustee by the Company. SECTION 1.06. NOTICE TO HOLDERS; WAIVER. Where this Indenture provides for any notice to Holders, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder entitled to receive such notice, at his address as it appears in the Security Register, not later than the latest date (if any), and not earlier than the earliest date (if any), prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder. SECTION 1.07. CONFLICT WITH TRUST INDENTURE ACT. If any provision hereof limits, qualifies or 9 conflicts with a provision of the Trust Indenture Act that is required under such Act to be a part of and govern this Indenture, the latter provision shall control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or to be excluded, as the case may be. SECTION 1.08. EFFECT OF HEADINGS AND TABLE OF CONTENTS. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. SECTION 1.09. SUCCESSORS AND ASSIGNS. All covenants and agreements in this Indenture by the Company shall bind its successors and assigns, whether so expressed or not. SECTION 1.10. SEPARABILITY CLAUSE. In case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. SECTION 1.11. BENEFITS OF INDENTURE. Nothing in this Indenture or in the Securities, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture. SECTION 1.12. GOVERNING LAW. This Indenture and the Securities shall be governed by and construed in accordance with the laws of the State of New York. SECTION 1.13. LEGAL HOLIDAYS. In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision of this Indenture or of the Securities (other than a provision of the Securities of any series which specifically states that such provision shall apply in lieu of this Section)) payment of interest or principal (and premium, if any) need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date or Redemption Date, or at the Stated Maturity; provided that no interest shall accrue for the period from and after such Interest Payment Date, Redemption Date or Stated Maturity, as the case may be. ARTICLE TWO SECURITY FORMS SECTION 2.01. FORMS GENERALLY. The Securities of each series shall be in substantially the form set forth in this Article, or in such other form as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistent herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.03 for the authentication and delivery of such Securities. The Trustee's certificates of authentication shall be in substantially the form set forth at Section 2.05. 10 The definitive Securities shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officer or officers of the Company executing such Securities, as evidenced by their execution of such Securities. SECTION 2.02. FORM OF FACE OF SECURITY. [Insert any legend required by the Internal Revenue Code and the regulations thereunder.] THE GOODYEAR TIRE & RUBBER COMPANY ----------------- CUSIP No. $ --------- THE GOODYEAR TIRE & RUBBER COMPANY, a corporation duly organized and existing under the laws of the State of Ohio (herein called the "Company", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to ______, or registered assigns, the principal sum of [Dollars] [if other than Dollars, substitute other currency units] on ______, ___ [if the Security is to bear interest prior to Maturity, insert-, and to pay interest thereon from or from the most recent Interest Payment Date to which interest has been paid or duly provided for], [semiannually] [if other than semi-annual interest at a fixed rate, insert frequency of payment and payment dates] on _____ and _____ in each year, commencing ___________, at [if the Security is to bear interest at a fixed rate, insert- the rate of % per annum], [if the Security is to bear interest at a rate determined with reference to one or more formula, refer to description index below] until the principal hereof is paid or made available for payment] [if applicable, insert-, and (to the extent that the payment of such interest shall be legally enforceable) at [if the Security is to bear interest at a fixed rate, insert- the rate of % per annum on any overdue principal and premium and on any overdue installment of interest from the dates such amounts are due until they are paid or made available for payment]. Interest shall be computed on the basis of [a 360-day year of 12 30-day months] [if another basis of calculating interest is to be different, insert a description of such method.] The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the ______ or ______ (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture]. [If the Securities are securities with respect to which the principal of or any premium or interest on, may be determined with reference to one or more indices or formulas, insert the text of such indices or formulas.] [If the Security is not to bear interest prior to Maturity, insert-- The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of __% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from 11 the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of % per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.] Payment of the principal of (and premium, if any) and [if applicable, insert-- any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in ___________ in such coin or currency of [the United States of America] [insert other currency or currency unit, if applicable] as at the time of payment is legal tender for payment of public and private debts [if applicable, insert-; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register]. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal. Dated: THE GOODYEAR TIRE & RUBBER COMPANY By ---------------------------------- [Seal] Attest: - ------------------------------------ SECTION 2.03. FORM OF REVERSE OF SECURITY. This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under an Indenture, dated as of June 15, 2002 herein called the "Indenture"), between the Company and JPMorgan Chase Bank, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof [if applicable, insert- limited in aggregate principal amount to $ ]. [The Securities are unsecured[ general obligations of the Company].] [If applicable, insert--The Securities of this series are subject to redemption upon not less than 30 days' notice by mail, [if applicable, insert--(1) on _______ in any year commencing with the year and ending with the year _____ through operation of the sinking fund for this series at a Redemption Price equal to 100% of the principal amount, and (2)] at any time [if applicable, insert- on or after ______, 20__], as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount): if redeemed [if applicable insert - on or before _____, ___%, and if redeemed] during the 12-month 12 period beginning __________ of the years indicated, Year Redemption Year Redemption ---- Price ---- Price ---------- ---------- and thereafter at a Redemption Price equal to % of the principal amount, together in the case of any such redemption [if applicable, insert-- (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert--The Securities of this series are subject to redemption upon not less than 30 days' notice by mail, (1) on ________ in any year commencing with the year ______ and ending with the year ______ through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert- on or after ], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ______ of the years indicated, Year Redemption Price Redemption Price for ---- for Redemption Redemption Otherwise Through Operation Than Through Operation of the Sinking Fund of the Sinking Fund ------------------- ------------------- and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert -- Notwithstanding the foregoing, the Company may not, prior to _____ redeem any Securities of this series as contemplated by [if applicable, insert-Clause (2) of] the preceding paragraph as a part of, or in anticipation of, any refunding operation by the application, directly or indirectly, of moneys borrowed having an interest cost to the Company (calculated in accordance with generally accepted financial practice) of less than % per annum.] [If applicable, insert -- The sinking fund for this series provides for the redemption on _____ in each year beginning with the year _____ and ending with the year ______ of _____ [if applicable, insert -not less than $_____ ("mandatory sinking fund") and not more than] $ _____ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if applicable, insert - mandatory] sinking fund payments otherwise required to be made [if applicable, insert--in the inverse order in which they become due].] 13 [If applicable, insert - The Securities are subject to redemption, as a whole at any time or in part from time to time, at the sole election of the Company, upon not less than 30 or more than 60 days notice by mail to the Trustee at a Redemption Price equal to [ ].] [If the Security is subject to redemption, insert--In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert--This Security is not subject to redemption prior to maturity.] [Insert paragraph regarding subordination of the Security.] [If applicable, insert--The Indenture contains provisions for defeasance at any time of [(a)] (the entire indebtedness evidenced by this Security] [and (b)] [certain restrictive covenants and Events of Default with respect to this Security,] [in each case] upon compliance by the Company with certain conditions set forth in the Indenture, which provisions apply to this Security.] [If the Security is not an Original Issue Discount Security, insert--If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.] [If applicable, insert - "Event of Default" means any one of the events specified at clauses ________ and _______ of Section 5.01 of the Indenture.] [If the Security is convertible into other securities of the Company, specify the conversion features.] [If the Security is an Original Issue Discount Security, insert--If an Event of Default with respect to Securities of this series shall occur and be continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Such amount shall be equal to [--insert formula for determining the amount]. Upon payment [if applicable, insert--(i)] of the amount of principal so declared due and payable [if applicable, insert--and (ii) of interest on any overdue principal and overdue interest (in each case to the extent that the payment of such interest shall be legally enforceable)], all of the Company's obligations in respect of the payment of the principal of and interest, if any, on the Securities of this series shall terminate.] The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of all series to be affected (voting as a single class). The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the 14 Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registerable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. [If applicable, insert -- The Securities of this series are issuable only in registered form without coupons in denominations of $_____ and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.] [If applicable, insert - The Securities of this series will be represented by one or more global securities (collectively, the "Global Security") registered in the name of The Depositary Trust Company, New York, New York (the "Depositary"), or a nominee of the Depositary. So long as the Depositary, or its nominee, is the registered holder and owner of this Global Note, the Depositary or such nominee, as the case may be, will be considered the sole owner and holder of the Notes for all purposes under the Indenture. The Global Security may be transferred, in whole and not in part, only to the Depositary or another nominee of the Depositary. The Depositary will credit, on its book-entry registration and transfer system, the respective principal amounts of the Notes represented by such Global Security to the accounts of institutions that have accounts with the Depositary or its nominee ("participants"). Ownership of beneficial interests in a Global Security will be shown on, and the transfer of those ownership interests will be effected through, records maintained by the Depositary (with respect to participants' interests) and such participants (with respect to the owners of beneficial interests in such Global Security).] [If applicable, insert - The Securities represented by this Global Security are exchangeable for Securities in definitive form of like tenor as such Global Security in denominations of $1,000 and in any greater amount that is an integral multiple thereof if (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for this Global Security or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, (ii) the Company in its discretion at any time determines not to have all of the Securities of this series represented by the Global Security and notifies the Trustee thereof, or (iii) an Event of Default has occurred and is continuing with respect to the Securities. Any Security that is exchangeable pursuant to the preceding sentence is exchangeable only for Securities of this series.] No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. 15 Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. SECTION 2.04. FORM OF LEGEND FOR GLOBAL SECURITIES. Unless otherwise specified as contemplated by Section 3.01 for the Securities evidenced thereby, any Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form: "THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED, WHETHER IN WHOLE OR IN PART, TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES." SECTION 2.05. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificates of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. JPMORGAN CHASE BANK, as Trustee By ----------------------------- Authorized Officer ARTICLE THREE THE SECURITIES SECTION 3.01. AMOUNT OF SECURITIES ISSUABLE UNLIMITED; ISSUABLE IN SERIES. The aggregate principal amount of Securities which may be authenticated and delivered on original issuance under this Indenture is unlimited. The Securities may be issued in one or more series. There shall be established in one or more Board Resolutions or pursuant to authority granted by one or more Board Resolutions and, subject to Section 3.03, set forth, or determined in the manner provided, in an Officers' Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series any or all of the following, as 16 applicable: (1) the title of the Securities of the series (which shall distinguish the Securities of the series from Securities of any other series); (2) any limit on the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 3.04, 3.05, 3.06, 9.06 or 11.07 and except for any Securities which, pursuant to Section 3.03, are deemed never to have been authenticated and delivered hereunder); (3) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest; (4) the date or dates on which the principal of the Securities of the series is payable; (5) the rate or rates (which may be fixed or variable) and/or the method of determination thereof at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable and the Regular Record Date for any interest payable on any Interest Payment Date; (6) the place or places where the principal of and any premium and interest on Securities of the series shall be payable; (7) the period or periods within which, the price or prices at which and the terms and conditions upon which any Securities of the series may be redeemed, in whole or in part, at the option of the Company; (8) the obligation, if any, of the Company to redeem or purchase Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation; (9) any provision for the conversion or exchange of the Securities of the series, either at the option of the Holder thereof or the Company, into or for another security or securities of the Company, the security or securities into or for which, the period of periods within which, the price or prices, including any adjustments thereto, at which and the other terms and conditions upon which any Securties of the series shall be converted or exchanged, in whole or in part; (10) if other than denominations of $l,000 and any integral multiple thereof, the denominations in which Securities of the series shall be issuable; (11) if the currency, currencies or currency units in which payment of the principal of and any premium and interest on any Securities of the series shall be other than the currency of the United States of America, such currency, currencies or currency units and the manner of determining the equivalent thereof in the currency of the United States of America for purposes of the definition of "Outstanding" in Section 1.01; (12) if the amount of payments of principal of or any premium or interest on any Securities of the series may be determined by reference to one or more indicies or a formula, the manner in which such amounts shall be determined; (13) if the principal of or any premium or interest on any Securities of the series is to be payable, 17 at the election of the Company or a Holder thereof, in one or more currencies or currency units other than that or those in which the Securities are stated to be payable, the currency, currencies or currency units in which payment of the principal of and any premium and interest on Securities of such series as to which such election is made shall be payable, the periods within which and the term and conditions upon which such election is to be made and, if applicable, the manner in which such amount shall be determined; (14) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02; (15) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose thereunder or hereunder, including the principal amount thereof which shall be due and payable upon any maturity other than the Stated Maturity or which shall be deemed to be outstanding as of any date prior to the Stated Maturity or Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined); (16) the application, if any, of either or both of Section 13.02 and Section 13.03 to the Securities of the series; (17) whether the Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the form of any legend or legends which shall be borne by any such Global Security or Global Securities in addition to or in lieu of the legend set forth in Section 2.04, the Depositary or Depositaries for such Global Security or Global Securities and any circumstances other than those set forth in Section 3.05 in which any such Global Security may be transferred to, and registered and exchanged for Securities registered in the name of, a Person other than the Depositary for such Global Security or a nominee thereof and in which any such transfer may be registered; (18) if other than as specified in Section 5.01, the Events of Default applicable with respect to the Securities of the series; (19) if other than as specified in Section 5.02, the Events of Default the occurrence of which would permit the declaration of the acceleration of maturity pursuant to Section 5.02; (20) any addition to or change in the covenants set forth in Article Ten which applies to Securities of the series, and any other covenant or warranty included for the benefit of Securities of the series in addition to (and not inconsistent with) those included in this Indenture for the benefit of Securities of all series, or any other covenant or warranty included for the benefit of Securities of the series in lieu of any covenant or warranty included in this Indenture for the benefit of Securities of all series, or any provision that any covenant or warranty included in this Indenture for the benefit of Securities of all series shall not be for the benefit of Securities of such series, or any combination of such covenants, warranties or provisions; (21) if applicable, that the subordination provisions of Article Fourteen shall apply to the Securities of the series or that any different subordination provisions, including a different definition of the term "Senior Indebtedness", shall apply to Securities of the series; and (22) any other term of the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 9.01(e)). All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to above and (subject to Section 3.03) set forth, or determined in the manner provided, in the Officers' Certificate referred to above or in 18 any such indenture supplemental hereto. All Securities of any one series need not be issued at one time and, unless otherwise provided, a series may be reopened for issuances of additional Securities of such series. Unless otherwise provided with respect to the Securities of any series, the Company, at its option, may pay the interest on the Securities of any series that bears interest by mailing a check to the address of the person entitled thereto at such address as shall appear in the Security Register. If any of the terms of a series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers' Certificate setting forth the terms of such series. SECTION 3.02. DENOMINATIONS. The Securities of each series shall be issuable in registered form without coupons in such denominations as shall be specified as contemplated by Section 3.01. In the absence of any such provisions with respect to the Securities of any series, the Securities of such series shall be issuable in denominations of $1,000 and any integral multiple thereof. SECTION 3.03. EXECUTION, AUTHENTICATION, DELIVERY AND DATING. The Securities shall be executed on behalf of the Company by its Chairman of the Board, one of its Presidents or one of its Vice Presidents, under its corporate seal reproduced thereon attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Sections 2.01 and 3.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, in addition to the items required by Section 1.02, and (subject to Section 6.01) shall be fully protected in relying upon, an Opinion of Counsel stating: (a) if the form of such Securities has been established by or pursuant to Board Resolution as permitted by Section 2.01, that such form has been established in conformity with the provisions of this Indenture; (b) if the terms of such Securities have been established by or pursuant to Board Resolution as permitted by Section 3.01, that such terms have been established in conformity with the provisions of this Indenture; and (c) that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles and, if applicable, to provisions of law which may require that a judgment for money damages rendered by a court in the United States be expressed in United States Dollars. 19 If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee's own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.01 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Officers' Certificate otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to such preceding paragraph at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature of an authorized officer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.09, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. SECTION 3.04. TEMPORARY SECURITIES. Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities. If temporary Securities of any series are issued, the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series may be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such series at the office or agency of the Company in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more definitive Securities of the same series, of any authorized denominations and of a like aggregate principal amount and tenor. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series and tenor. SECTION 3.05. REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE. The Company shall cause to the kept at the Corporate Trust Office a register (the register maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Trustee is hereby appointed "Security Registrar" for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any Security of any series at the office or agency in a Place of Payment for that series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of a like aggregate principal amount and tenor. At the option of the Holder, Securities of any series may be exchanged for other Securities of the 20 same series, of any authorized denominations and of a like aggregate principal amount and tenor, upon surrender of the securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made to a Holder for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer. The Company shall not be required (a) to issue, register the transfer of or exchange Securities of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of that series selected for redemption under Section 11.03 and ending at the close of business on the day of such mailing or (b) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. If the Securities of any series (or any series and specified tenor) are to be redeemed in part, the Company shall not be required (i) to issue, register the transfer of or exchange Securities of that series (or that series and tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of that series selected for redemption under Section 11.03 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. The provisions of Clauses (1), (2), (3), (4) and (5) below shall apply only to Global Securities: (1) Each Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture. (2) Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be registered in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (A) such Depositary (i) has notified the Company that it is unwilling or unable to continue as Depositary for such Global Security or (ii) has ceased to be a clearing agency registered under the Exchange Act, (B) there shall have occurred and be continuing an Event of Default with respect to such Global Security or (C) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 3.01. (3) Subject to the provisions of Clause (2) above, the rights of holders of such Global Securities shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such holders and the Depositary and or the Depositary participants. The initial Depositary will make book-entry transfers among the Depositary participants and receive and transmit 21 distributions of principal and interest on the Global Securities to such Depositary participants. The Depositary may be treated by the Company and the Trustee, and any of their respective agents, employees, officers and directors, as the absolute owner of the Global Securities for all purposes whatsoever. Notwithstanding the foregoing, nothing in this Indenture shall prevent the Company and the Trustee, or any of their respective agents, from giving effect to any written certification, proxy or other authorization furnished by the Depositary, or shall impair the operation of customary practices governing the exercise of the rights of a holder of any Global Security. Subject to the foregoing provisions of this Section, any holder may grant proxies and otherwise authorize any person to take any action which a holder is entitled to take under this Indenture or the Global Securities. (4) Subject to Clause (2) above, any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Security or any portion thereof shall be registered in such name as the Depositary for such Global Security shall direct. (5) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Section, Section 3.04, 3.06, 9.06 or 11.07 or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. Upon the occurrence in respect of any Global Security of any series of any one or more of the conditions specified in clause (2) of the preceding paragraph or such other conditions as may be specified as contemplated by Section 3.01 for such series, such Global Security may be exchanged for Securities registered in the names of, and the transfer of such Global Security may be registered to, such Persons (including Persons other than the Depositary with respect to such series and its nominees) as such Depositary shall direct. Notwithstanding any other provision of this Indenture, any Security authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, any Global Security shall also be a Global Security and shall bear the legend specified in Section 2.04 except for any Security authenticated and delivered in exchange for, or upon registration of transfer of, a Global Security pursuant to the preceding sentence. SECTION 3.06. MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES. If any mutilated Security is surrendered to the Trustee, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding. If there shall be delivered to the Company and the Trustee (a) evidence to their satisfaction of the destruction, loss or theft of any Security and (b) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the Company shall execute and the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security, pay such Security. Upon the issuance of any new Security under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Security of any series issued pursuant to this Section in lieu of any destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits 22 of this Indenture equally and proportionately with any and all other Securities of that series duly issued hereunder. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities. SECTION 3.07. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities, interest on any Security which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest. Any interest on any Security of any series which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called "Defaulted Interest") shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in clause (a) or (b) below: (a) The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Security of such series and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this Clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to each Holder of Securities of such series at his address as it appears in the Security Register, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following clause (b). (b) The Company may make payment of any Defaulted Interest on the Securities of any series in any other lawful manner not inconsistent with the requirements of any securities exchange or which such Securities may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this Clause, such manner of payment shall be deemed practicable by the Trustee. Subject to the foregoing provisions of this Section, each Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security. SECTION 3.08. PERSONS DEEMED OWNERS. Prior to due presentment of a Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Security is registered as the owner of such Security for the purpose of receiving payment of principal of and any premium and (subject to Section 3.07) any interest on such Security and for all other purposes whatsoever, whether or not such Security be overdue, and neither the Company, the Trustee nor any 23 agent of the Company or the Trustee shall be affected by notice to the contrary. SECTION 3.09. CANCELLATION. All Securities surrendered for payment, redemption, registration of transfer or exchange or for credit against any sinking fund payment shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly canceled by it. The Company may at any time deliver to the Trustee for cancellation any securities previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever and may deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation any Securities previously authenticated hereunder which the Company has not issued and sold, and all securities so delivered shall be promptly canceled by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities canceled as provided in this section, except as expressly permitted by this Indenture. All canceled Securities held by the Trustee shall be disposed of as directed by a Company Order, which shall be effected consistent with such Company Order in accordance with the standard procedures of the Trustee. The Trustee shall deliver a certificate of each such disposal to the Company. SECTION 3.10. COMPUTATION OF INTEREST. Except as otherwise specified as contemplated by Section 3.01 for Securities of any series, interest on the Securities of each series shall be computed on the basis of a 360-day year of twelve 30-day months. ARTICLE FOUR SATISFACTION AND DISCHARGE SECTION 4.01. SATISFACTION AND DISCHARGE OF INDENTURE. This Indenture shall upon Company Request cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of Securities herein expressly provided for), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture when: (a) either: (i) all Securities theretofore authenticated and delivered (other than (x) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06 and (y) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.04) have been delivered to the Trustee for cancellation; or (ii) all such Securities not theretofore delivered to the Trustee for cancellation (A) have become due and payable, or (B) will become due and payable at their Stated Maturity within one year, or (C) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of (A), (B) or (C) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, 24 as the case may be; (b) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and (c) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 6.07, the obligations of the Trustee to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant to subclause (ii) of clause (a) of this Section, the obligations of the Trustee under Section 4.02 and the last paragraph of Section 10.04 shall survive. SECTION 4.02. APPLICATION OF TRUST MONEY. Subject to the provisions of the last paragraph of Section 10.04, all money deposited with the Trustee pursuant to Section 4.01 shall be held in trust and applied by it, in accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal and any premium and interest for whose payment such money has been deposited with the Trustee. ARTICLE FIVE REMEDIES SECTION 5.01. EVENTS OF DEFAULT. "Event of Default", wherever used herein with respect to Securities of any particular series, means any one of the following events (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): (a) default in the due and punctual payment of any installment of interest upon any of the Securities of that series as and when the same shall become due and payable and continuance of such default for a period of 30 days; or (b) default in the due and punctual payment of the principal of (or premium, if any, on) any of the Securities of that series at Maturity; or (c) default in the deposit of any sinking fund payment, when and as due by the terms of a Security of that series; or (d) failure on the part of the Company duly to observe or perform any of the covenants or agreements on the part of the Company set forth in the Securities of that series or in this Indenture (other than a covenant or agreement in respect of which a failure by the Company to duly observe or perform is specifically dealt with in this Section and other than those set forth exclusively in the terms of Securities of any series other than that series, or those which have been included in this Indenture for the benefit of Securities of any series other than that series), and the continuance of such failure for a period of 60 days after there has been given, by registered or certified mail, to the Company by the Trustee, or to the Company and the Trustee by the Holders of at least 25% in principal amount of the Securities of that series at the time Outstanding, a written notice specifying such failure and requiring the same to be remedied and stating that such notice is a "Notice of Default" hereunder; or 25 (e) the entry of a decree or order by a court having jurisdiction in the premises granting relief in respect of the Company in an involuntary case under any applicable Federal or state bankruptcy, insolvency, reorganization or other similar law adjudging the Company as being bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company under any applicable Federal or state law, or appointing a receiver, liquidator, custodian, assignee, trustee, sequestrator (or other similar official) of the Company, or of substantially all of its properties, or ordering the winding up or liquidation of the affairs of the Company, and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or (f) the institution by the Company of proceedings to be adjudicated as being bankrupt or insolvent, or the consent by the Company to the institution of bankruptcy or insolvency proceedings against it, or the filing by the Company of a petition or answer or consent seeking reorganization or relief under any applicable Federal or state bankruptcy, insolvency, reorganization or other similar law, or the consent by the Company to the filing of any such petition or to the appointment of a receiver, liquidator, custodian, assignee, trustee, sequestrator (or other similar official) of the Company, or of any substantial part of its properties, or the making by the Company of an assignment for the benefit of creditors, or the admission by the Company in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Company in furtherance of any such action; or (g) any other Event of Default provided with respect to Securities of that series. SECTION 5.02. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT. If one or more of the Events of Default specified in Section 5.01 with respect to any particular series of Securities at the time Outstanding shall have occurred and be continuing, then in each and every such case, unless the principal of all the Securities of that series shall have already become due and payable, either the Trustee or the Holders of not less than 25% in aggregate principal amount of the Securities of that series then Outstanding hereunder, by notice in writing to the Company (and to the Trustee if given by Holders), may declare the principal amount (or, if the Securities of that series are Original Issue Discount Securities, such amount of principal as may be specified by the terms of that series) of all the Securities of that series to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in the principal amount of the Outstanding Securities of that series, by written notice to the Company and the Trustee, may rescind and annul such declarations and its consequences if: (1) the Company has paid or deposited with the Trustee a sum sufficient to pay: (A) all overdue interest on all Securities of that series, (B) the principal of (and premium, if any, on) any Securities of that series which have become due otherwise than by such declaration of acceleration and interest thereon at the rate or rates prescribed therefor in such Securities, (C) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate or rates prescribed therefor in such Securities, and (D) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and other amounts due to Trustee under Section 6.07; 26 and (2) all Events of Default with respect to Securities of that series, other than the non-payment of the principal of (and premium, if any) and accrued interest on the Securities of that series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.13. No such rescission shall affect any subsequent default or impair any right consequent thereon. SECTION 5.03. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE. The Company covenants that if: (a) default is made in the payment of any interest on any Security when such interest becomes due and payable and such default continues for a period of 30 days, or (b) default is made in the payment of the principal of (or premium, if any, on) any Security at the Maturity thereof, the Company will, upon written demand of the Trustee, pay to it, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal and any premium and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal and premium and on any overdue interest, at the rate or rates prescribed therefor in such Securities, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and other amounts due to Trustee under Section 6.07. If an Event of Default with respect to Securities of any series occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and rights of the Holders of Securities of such series by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy. SECTION 5.04. TRUSTEE MAY FILE PROOFS OF CLAIM. In case of any judicial proceeding relative to the Company (or any other obligor upon the Securities), its property or its creditors, the Trustee shall be entitled and empowered, by intervention in such proceeding or otherwise, to take any and all actions authorized under the Trust Indenture Act in order to have claims of the Holders and the Trustee allowed in any such proceeding. In particular, the Trustee shall be authorized: (i) to file and prove a claim for the whole amount of principal (and premium, if any) and interest owing and unpaid in respect of the Securities and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Holders allowed in such judicial proceeding; and (ii) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder 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 Holders, to pay to the Trustee any amount due 27 it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 6.07. No provision of this Indenture shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding; provided, however, that the Trustee may vote on behalf of the Holders for the election of a trustee in bankruptcy or similar official and may be a member of a creditors' or other similar committee. SECTION 5.05. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES. All rights of action and claims under this Indenture or the Securities may be prosecuted and enforced by the Trustee without the possession of any of the Securities or the production thereof in any proceeding relating thereto, and any such 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 and for any other amounts due the Trustee under Section 6.07, be for the ratable benefit of the Holders of the Securities in respect of which such judgment has been recovered. SECTION 5.06. APPLICATION OF MONEY COLLECTED. Any money collected by the Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal or any premium or interest, upon presentation of the Securities and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid: (a) First: To the payment of all amounts due the Trustee under Section 6.07; (b) Second: To the holders of Senior Indebtedness as provided in Article Fourteen; (c) Third: Subject to Article Fourteen, to the payment of the amounts then due and unpaid for principal of and any premium and interest on the Securities in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal and any premium and interest, respectively; and (d) Fourth: To the Company or any other Person or Persons entitled thereto. SECTION 5.07. LIMITATION ON SUITS. No Holder of any Security of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless (a) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that series; (b) the Holders of not less than 25% in principal amount of the Outstanding Securities of that series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; (c) such Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (d) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and 28 (e) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of that series; it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all of such Holders. SECTION 5.08. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM AND INTEREST AND TO CONVERT. Notwithstanding any other provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal of and any premium and (subject to Section 3.07) any interest on such Security on the Stated Maturity or Maturities expressed in such Security (or, in the case of redemption, on the Redemption Date) and, if applicable, to convert such Security in accordance with the provisions of the Security of that series specified pursuant to Section 3.01(9) and to institute suit for the enforcement of any such payment and, if applicable, right to convert, and such rights shall not be impaired without the consent of such Holder. SECTION 5.09. RESTORATION OF RIGHTS AND REMEDIES. If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Company, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted. SECTION 5.10. RIGHTS AND REMEDIES CUMULATIVE. Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of Section 3.06, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. SECTION 5.11. DELAY OR OMISSION NOT WAIVER. No delay or omission of the Trustee or of any Holder of any Securities to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be. SECTION 5.12. CONTROL BY HOLDERS. The Holders of a majority in principal amount of the Outstanding Securities of any series 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, with respect to the Securities of such series, provided that: (a) such direction shall not be in conflict with any rule of law or with this Indenture; and (b) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction. 29 SECTION 5.13. WAIVER OF PAST DEFAULTS. The Holders of not less than a majority in principal amount of the Outstanding Securities of any series may on behalf of the Holders of all the Securities of such series waive any past default hereunder with respect to such series and its consequences, except a default: (a) in the payment of the principal of or any premium or interest on any Security of such series, or (b) in respect of a covenant or provision hereof which under Article Nine cannot be modified or amended without the consent of the Holder of each Outstanding Security of such series affected. Upon any such waiver, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon. SECTION 5.14. UNDERTAKING FOR COSTS. All parties to this Indenture agree, and each Holder of any Security by his 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, suffered 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, against any party litigant in such suit in the manner and to the extent provided in the Trust Indenture Act, having due regard to the merits and good faith of the claims or defenses made by such party; provided that neither this Section nor the Trust Indenture Act shall be deemed to authorize any court to require such an undertaking or to make such an assessment in any suit instituted by the Company. SECTION 5.15. WAIVER OF USURY, STAY OR EXTENSION LAWS. The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any usury, stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not 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. ARTICLE SIX THE TRUSTEE SECTION 6.01. CERTAIN DUTIES AND RESPONSIBILITIES. The duties and responsibilities of the Trustee shall be as provided by the Trust Indenture Act. The Trustee, prior to the occurrence of an Event of Default and after the curing or waiving of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case an Event of Default to the actual knowledge of a Responsible Officer of the Trustees has occurred, has not been waived and is continuing, the Trustee shall exercise such of 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 man would exercise or use under the circumstances in the conduct of his own affairs. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent actions, its own negligent failure to act or its own willful misconduct, except that: (a) prior to the occurrence of an Event of Default and after the curing or waiving of all such Events of Default which may have occurred; (i) the duties and obligations of the Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations 30 shall be read into this Indenture against the Trustee; and (ii) in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any statements, certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such statements, certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture; (b) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and (c) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a majority in principal amount of the Securities at the time outstanding relating to the time, method and place of conducting a proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture. None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal 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 for believing that the repayment of such funds or adequate indemnity against such liability is not reasonably assured to it. This Section is in furtherance of and subject to Sections 315 and 316 of the Trust Indenture Act. Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct of, or affecting the liability of or affording protection to, the Trustee shall be subject to the provisions of this Section. SECTION 6.02. NOTICE OF DEFAULTS. If, to the knowledge of the Trustee, a default occurs hereunder with respect to Securities of any series, the Trustee shall give the Holders of Securities of such series notice of such default as and to the extent provided by the Trust Indenture Act; provided, however, that in the case of any default of the character specified in Section 5.01(d) with respect to Securities of such series, no such notice to Holders shall be given until at least 30 days after the occurrence thereof. For the purpose of this Section, the term "default" means any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to Securities of such series. SECTION 6.03. CERTAIN RIGHTS OF TRUSTEE. Subject to the provisions of Section 6.01: (a) the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution; (c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officers' Certificate; 31 (d) the Trustee may consult with counsel and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; (e) 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 reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; (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, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, 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; (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder; (h) the Trustee shall not be charged with knowledge of any default or Event of Default with respect to the Securities of any series for which it is acting as Trustee unless either (1) a Responsible Officer shall have actual knowledge of such default or Event of Default or (2) written notice of such default or Event of Default shall have been given to the Trustee by the Company or any other obligor on such Securities or by any Holder of such Securities; (i) in the even the Trustee also acts as Paying Agent, Authenticating Agent or Security Registrar in respect of Securities of any series issued hereunder, the rights and protections afforded the Trustee pursuant to this Indenture shall also be afforded the Trustee pursuant to this Indenture shall also be afforded to the Trustee acting in its capacity as Paying Agent, Authenticating Agent or Security Registrar; (j) if the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(e) or Section 5.01(f), such expenses and the compensation for such services and intended to constitute expenses of administration under any bankruptcy or governing law; and (k) the Trustee shall not be liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion of rights or powers conferred upon it by this Indenture. SECTION 6.04. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES. The recitals contained in this Indenture and in the Securities, except the Trustee's certificates of authentication, shall be taken as the statements of the Company, and the Trustee or any Authenticating Agent assumes no responsibility for their correctness. Neither the Trustee nor the Authenticating Agent makes any representation as to the validity or sufficiency of this Indenture or of the Securities. The Trustee or any Authenticating Agent shall not be accountable for the use or application by the Company of Securities or the proceeds thereof. SECTION 6.05. MAY HOLD SECURITIES. The Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other agent of the Company, in its individual or any other capacity, may become the owner or pledgee of Securities and, subject to Sections 6.08 and 6.13, may otherwise deal with the Company with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Security 32 Registrar or such other agent. SECTION 6.06. MONEY HELD IN TRUST. Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed in writing with the Company. SECTION 6.07. COMPENSATION AND REIMBURSEMENT. The Company agrees: (a) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (b) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (c) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section 6.07, the Trustee shall have a lien prior to the Securities upon all funds held by the Trustee as such, except for funds held in trust for the payment of the principal of, and interest, premium and other amounts on, the Securities. The provisions of this Section 6.07 shall survive the resignation or removal of the Trustee and the termination of this Indenture. SECTION 6.08. DISQUALIFICATION; CONFLICTING INTERESTS. If the Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by the Trust Indenture Act, the Trustee shall not be deemed to have a conflicting interest by virtue of being a trustee under this Indenture with respect to Securities of more than one series or by virtue of being the trustee under that certain indenture, dated as of March 15, 1996, between the Company and the Trustee under which the Company's 6 5/8% Notes due 2006, 7% Notes due 2028 and 6 3/8% Notes due 2008 were issued and are outstanding and the trustee under that certain indenture, dated as of March 1, 1999, between the Company and the Trustee under which the Company's 8.125% Notes due 2003, 8.50% Notes due 2007 and 7.857% Notes due 2011 were issued and are outstanding or that certain indenture dated June 1, 2002. SECTION 6.09. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY. There shall at all times be a Trustee hereunder which shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such and has a combined capital and surplus of at least $50,000,000 and its Corporate Trust Office is in the Borough of Manhattan, New York, New York, or, with the written consent of the Company, the United States or any State or Territory thereof or the District of Columbia, and subject to supervision or examination by Federal or State authority. If such Person publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee shall, with respect to the Securities of any series, cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article. SECTION 6.10. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR. (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 6.11. 33 (b) The Trustee may resign at any time with respect to the Securities of one or more series by giving written notice thereof to the Company. If the instrument of acceptance by a successor Trustee required by Section 6.11 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series. (c) The Trustee may be removed at any time with respect to the Securities of any series by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series, delivered to the Trustee and to the Company. (d) If at any time: (1) the Trustee shall fail to comply with Section 6.08 after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Security for at least six months, or (2) the Trustee shall cease to be eligible under Section 6.09 and shall fail to resign after written request therefor by the Company or by any such Holder, or (3) the Trustee shall become incapable of acting or shall be adjudged as being bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purposes of rehabilitation, conservation or liquidation, then, in any such case, (i) the Company by a Board Resolution may remove the Trustee with respect to all Securities, or (ii) subject to Section 5.14, any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all Securities and the appointment of a successor Trustee or Trustees. (e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, with respect to the Securities of one or more series, the Company, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees with respect to the Securities of that or those series (it being understood that any such successor Trustee may be appointed with respect to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect to the Securities of any particular series) and shall comply with the applicable requirements of Section 6.11. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Securities of any series shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 6.11, become the successor Trustee with respect to the Securities of such series and to that extent supersede the successor Trustee appointed by the Company. If no successor Trustee with respect to the Securities of any series shall have been so appointed by the Company or the Holders and accepted appointment in the manner required by Section 6.11, any Holder who has been a bona fide Holder of a Security of such series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series. (f) The Company shall give notice of each resignation and each removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee with respect to the Securities of any series to all Holders of Securities of such series in the manner provided in Section 1.06. Each notice shall include the name of the successor Trustee with respect to the Securities of such series and the address of its Corporate Trust Office. 34 SECTION 6.11. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR. (a) In case of the appointment hereunder of a successor Trustee with respect to all Securities, every successor Trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder. (b) In case of the appointment hereunder of a successor Trustee with respect to the Securities of one of more (but not all) series, the Company, the retiring Trustee and each successor Trustee with respect to the Securities of one or more series shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and which (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee; and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates; but, on request of the Company or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor Trustee relates. (c) Upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in paragraph (a) or (b) of this Section, as the case may be. (d) No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article. (e) No Trustee hereunder shall be liable for the acts or omissions of any successor Trustee. SECTION 6.12. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS. Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities. 35 SECTION 6.13. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY. If and when the Trustee shall be or become a creditor of the Company (or any other obligor upon the Securities), the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of claims against the Company (or any such other obligor). SECTION 6.14. APPOINTMENT OF AUTHENTICATING AGENT. The Trustee may appoint an Authenticating Agent or Agents with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon original issue and upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.06, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or state authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof 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 such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, as their names and addresses appear in the Security Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section. If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to the Trustee's certificate of authentication, an alternative certificate of authentication in the following form: This is one of the Securities of the series designated therein referred to 36 in the within-mentioned Indenture. JPMORGAN CHASE BANK, as Trustee By: ----------------------------------------- As Authenticating Agent By: ----------------------------------------- Authorized Officer ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY SECTION 7.01. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS. The Company will furnish or cause to be furnished to the Trustee: (a) semi-annually, not later than 15 days after each Regular Record Date for each series of Securities at the time outstanding, a list for each series of Securities, in such form as the Trustee may reasonably require, of the names and addresses of the Holders of Securities of such series on such Regular Record Date (or on a date to be determined pursuant to Section 3.01 for any series of Original Issue Discount Securities); and (b) at such other times as the Trustee may request in writing, within 15 days after the receipt by the Company of any such request, a list of similar form and content as of a date not more than 10 days prior to the time such list is furnished; excluding from any such list names and addresses received by the Trustee in its capacity as Security Registrar, if it is acting as such. SECTION 7.02. PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS. (a) The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in the most recent list furnished to the Trustee as provided in Section 7.01 and the names and addresses of Holders received by the Trustee in its capacity as Security Registrar, if it is acting as such. The Trustee may destroy any list furnished to it as provided in Section 7.01 upon receipt of a new list so furnished. (b) The rights of Holders to communicate with other Holders with respect to their rights under this Indenture or under the Securities, and the corresponding rights and privileges of the Trustee, shall be as provided by the Trust Indenture Act. (c) Every Holder of Securities, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor the Trustee nor any agent of either of them shall be held accountable by reason of any disclosure of information as to names and addresses of Holders made pursuant to the Trust Indenture Act. SECTION 7.03. REPORTS BY TRUSTEE. (a) The Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this Indenture as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant thereto. To the extent that any such report is required by the Trust Indenture Act with respect to any 12-month period, such report shall cover the 12-month period ending May 15 and shall be transmitted by the next succeeding July 15. 37 (b) A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each stock exchange upon which any Securities are listed, with the Commission and with the Company. The Company will notify the Trustee when any Securities are listed on any stock exchange. SECTION 7.04. REPORTS BY COMPANY. The Company shall file with the Trustee and the Commission, and transmit to Holders, 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; 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 15 days after the same is so required to be filed with the Commission. ARTICLE EIGHT CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE SECTION 8.01. COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person, or successive consolidations or mergers in which the Company or its successor or successors shall be a party or parties, or shall prevent any conveyance, transfer or lease of the properties and assets of the Company substantially as an entirety to any other Person authorized to acquire and operate the same (with each of the foregoing transactions referred to as a "Company Sale"); provided, however, (a) the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Company substantially as an entirety (the "Successor Company") shall be a corporation, shall be organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia, and (b) the Company hereby covenants and agrees that, as a condition precedent to any such consolidation, merger, sale or conveyance, the due and punctual payment of the principal of (and premium, if any) and interest, if any, on all of the Securities, 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 Successor Company. Nothing contained in this Indenture or in any of the Securities shall prevent the Company from merging into itself any other Person or acquiring by purchase or otherwise all or any part of the property of any other Person. SECTION 8.02. SUCCESSOR CORPORATION TO BE SUBSTITUTED. In case of any such Company Sale, such Successor Company shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the Company. Such Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of The Goodyear Tire & Rubber Company or in the name of any corporation which previously shall have become the Company in accordance with the provisions of this Article any or all of the Securities issuable hereunder, which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such Successor Company instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, any Securities which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Securities which such Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose; and, thereafter the predecessor Person shall be relieved of all obligations and covenants under this Indenture and the Securities. All of the Securities of a particular series so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities of such series theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date or the execution hereof. 38 SECTION 8.03. OPINION OF COUNSEL TO BE GIVEN TRUSTEE. The Trustee, subject to Sections 6.01 and 6.03, may receive an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale or conveyance and any such assumption complies with the provisions of this Article. ARTICLE NINE SUPPLEMENTAL INDENTURES SECTION 9.01. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS. Without the consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (a) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company herein and in the Securities; or (b) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company; or (c) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or (d) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form; or (e) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (i) shall neither (A) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (B) modify the rights of the Holder of any such Security with respect to such provision or (ii) shall become effective only when there is no such Security outstanding; or (f) to secure the Securities pursuant to the requirements of Section 10.05; or (g) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 3.01; or (h) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11(b); or (i) to make any provisions with respect to the conversion rights of Holders, including providing for the conversation of the Securities into any other security or securities of the Company; or (j) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or 39 questions arising under this Indenture, provided that such action pursuant to this clause (i) shall not adversely affect the interests of the Holders of Securities of any series in any material respect. SECTION 9.02. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of all series affected by such supplemental indenture (voting as a single class), by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may 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 of modifying in any manner the rights of the Holders of Securities of each such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, (a) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon (including any change in the index, indices or formula pursuant to which such rate is determined that would reduce such rate for any period) or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or (b) reduce the percentage in principal amount of the outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or (c) modify any of the provisions of this Section or Section 5.13 or Section 10.09, 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 Outstanding Security affected thereby, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to "the Trustee" and concomitant changes in this Section and Section 10.09, or the deletion of this proviso, in accordance with the requirements of Sections 6.11(b) and 9.01(h). A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. SECTION 9.03. EXECUTION OF SUPPLEMENTAL INDENTURES. In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, in addition to the documents required by Section 1.02, and (subject to Section 6.01) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. 40 SECTION 9.04. EFFECT OF SUPPLEMENTAL INDENTURES. Upon the execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes, and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby. SECTION 9.05. CONFORMITY WITH TRUST INDENTURE ACT. Every supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act. SECTION 9.06. REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES. Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Securities of any series so modified as to conform, in the opinion of the Trustee and the Company, to any such supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Securities of such series. SECTION 9.07. SUBORDINATION UNIMPAIRED. No provision in any supplemental indenture that affects the superior position of the holders of Senior Indebtedness shall be effective against the holders of Senior Indebtedness. ARTICLE TEN COVENANTS SECTION 10.01. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST. The Company covenants and agrees for the benefit of each series of Securities that it will duly and punctually pay or cause to be paid the principal of and any premium and interest on the Securities of that series in accordance with the terms of the Securities and this Indenture. Interest on Securities shall be payable without presentment of such Securities and only to the registered Holders thereof determined as provided in Section 3.07. The Company shall have the right to require a Holder, in connection with the payment of the principal of and any premium and interest on a Security, to present at the office or agency of the Company at which such payment is made a certificate, in such form as the Company may from time to time prescribe, to enable the Company to determine its duties and liabilities with respect to any taxes, assessments or governmental charges which it may be required to deduct or withhold therefrom under any present or future law of the United States of America or of any state, county, municipality or taxing or withholding authority therein, and the Company shall be entitled to determine its duties and liabilities with respect to such deduction or withholding on the basis of information contained in such certificate or, if no such certificate shall be so presented, on the basis of any presumption created by any such law and shall be entitled to act in accordance with such determination. SECTION 10.02. MAINTENANCE OF OFFICE OR AGENCY. So long as any Securities remain outstanding, the Company will maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities of that series 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. 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 Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. The Company may also from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any 41 manner relieve the Company of its obligation to maintain an office or agency in each Place of Payment for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. SECTION 10.03. VACANCY IN THE OFFICE OF TRUSTEE. The Company, whenever necessary to avoid or fill a vacancy in the office of Trustee, will appoint, in the manner provided in Article Six, a Trustee, so that there shall at all times be a Trustee hereunder. SECTION 10.04. MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST. If the Company shall at any time act as its own Paying Agent with respect to any series of Securities, it will, on or before each due date of the principal of or any premium or interest on any of the Securities of that series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal and any premium and interest so becoming due until such sum shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying Agents for any series of Securities, it will, prior to each due date of the principal of or any premium or interest on any Securities of that series, deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be held as provided by the Trust Indenture Act and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. The Company shall cause each Paying Agent for any series of Securities other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will (a) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (b) during the continuance of any default by the Company (or any other obligor upon the Securities of that series) in the making of any payment in respect of the Securities of that series, and upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent for payment in respect of the Securities of that series. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent, and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of or any premium or interest on any Security of any series and remaining unclaimed for two years after such principal, premium or interest has become due and payable shall be paid to the Company on Company Request or (if then held by the Company) shall be discharged from such trust, and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in a newspaper published in the English language customarily published on each Business Day and of general circulation in the Borough of Manhattan, The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company. SECTION 10.05. EXISTENCE. Subject to Article Eight, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its existence, rights (charter and statutory) and franchises to carry on its business; provided, however, that nothing in this Section 10.05 shall prevent (a) any 42 consolidation or merger of the Company, or any conveyance, transfer or lease of its property and assets substantially as an entirety, permitted by Article Eight, or (b) the liquidation or dissolution of the Company after such conveyance, transfer or lease of its property and assets substantially as an entirety permitted by Article Eight. SECTION 10.06. STATEMENT BY OFFICERS AS TO DEFAULT. The Company will deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, an Officers' Certificate, stating whether or not to the best knowledge of the signers thereof the Company is in default in the performance and observance of any of the terms, provisions and conditions of Sections 10.01 to 10.05, inclusive, and, if the Company shall be in default, specifying all such defaults and the nature and status thereof of which they may have knowledge. SECTION 10.07. WAIVER OF CERTAIN COVENANTS. Except as otherwise specified as contemplated by Section 3.01 in respect of Securities of such series, the Company may omit in any particular instance to comply with any term, provision or condition set forth in any covenant provided pursuant to Section 3.01(20), Section 9.01(b) or Section 9.01(g) with respect to the Securities of any series if before the time for such compliance the Holders of at least a majority in principal amount of the Outstanding Securities of such series shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. ARTICLE ELEVEN REDEMPTION OF SECURITIES SECTION 11.01. APPLICABILITY OF ARTICLE. Securities of any series which are redeemable before their Stated Maturity shall be redeemable in accordance with their terms and (except as otherwise specified as contemplated by Section 3.01 for Securities of any series) in accordance with this Article. SECTION 11.02. ELECTION TO REDEEM; NOTICE TO TRUSTEE. The election of the Company to redeem any Securities shall be evidenced by a Board Resolution or in any other manner specified, as contemplated by Section 3.01 for such Securities or series of Securities. In the case of any redemption at the election of the Company of less than all the Securities of any series, the Company shall, at least 60 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date, of the principal amount of Securities of such series to be redeemed and, if applicable, of the tenor of the Securities to be redeemed. In the case of any redemption of Securities prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers' Certificate evidencing compliance with such restriction. SECTION 11.03. SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED. If less than all the Securities of any series are to be redeemed in accordance with this Article (unless all of the Securities of such series and of a specified tenor are to be redeemed), the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to the minimum authorized denomination for Securities of that series or any integral multiple thereof) of the principal amount of Securities of such series, provided that the unredeemed portion of the principal amount of any Security shall be in an authorized denomination or a denomination larger than the minimum authorized denomination for Securities of that series. If less than all of the Securities of such series and of a specified tenor are to be redeemed, the particular Securities to be redeemed shall 43 be selected not more than 60 days prior to the Redemption Date by the Trustee from the Outstanding Securities of such series and specified tenor not previously called for redemption in accordance with the preceding sentence. The Trustee shall promptly notify the Company in writing of the Securities selected for redemption and, in the case of any Securities selected for partial redemption, the principal amount thereof to be redeemed. The provisions of the two preceding paragraphs shall not apply to any redemption affecting only a single Security, whether such Security is to be redeemed in whole or in part. In the case of any redemption in part, the unredeemed portion of the principal amount of the Security shall be in an authorized denomination for such Security. For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Securities redeemed or to be redeemed only in part, to the portion of the principal amount of such Securities which has been or is to be redeemed. SECTION 11.04. NOTICE OF REDEMPTION. Notice of redemption shall be given by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date, to each Holder of Securities to be redeemed, at his address appearing in the Security Register. All notices of redemption shall state: (a) the Redemption Date, (b) the Redemption Price and accrued interest, if any, (c) if less than all the Outstanding Securities of any series are to be redeemed, the identification (and, in the case of partial redemption of any Securities, the principal amounts) of the particular Securities to be redeemed and, if less than all the Outstanding Securities of any series consisting of a single Security are to be redeemed, the principal amount of the Security to be redeemed, (d) that on the Redemption Date the Redemption Price and accrued interest, if any, will become due and payable upon each such Security to be redeemed and, if applicable, that interest thereon will cease to accrue on and after said date, (e) the place or places where such Securities are to be surrendered for payment of the Redemption Price and accrued interest, if any, and (f) that the redemption is for a sinking fund, if such is the case. Notice of redemption of Securities to be redeemed at the election of the Company shall be given by the Company or, at the Company's request, by the Trustee in the name and at the expense of the Company and shall be irrevocable. SECTION 11.05. DEPOSIT OF REDEMPTION PRICE. Prior to 11:00 a.m., New York City time, on any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 10.04) an amount of money sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on, all the Securities which are to be redeemed on that date. SECTION 11.06. SECURITIES PAYABLE ON REDEMPTION DATE. Notice of redemption having been 44 given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified, and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest) such Securities shall cease to bear interest. Upon surrender of any such Security for redemption in accordance with said notice, such Security shall be paid by the Company at the Redemption Price, together with accrued interest to the Redemption Date; provided, however, that, unless otherwise specified as contemplated by Section 3.01, installments of interest whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, required as such at the close of business on the relevant Record Dates according to their terms and the provisions of Section 3.07. If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal and any premium shall, until paid, bear interest from the Redemption Date at the rate prescribed therefor in the Security. SECTION 11.07. SECURITIES REDEEMED IN PART. Any Security which is to be redeemed only in part shall be surrendered at a Place of Payment therefor (with, if the Company or the Security Registrar so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the Security Registrar shall authenticate and deliver to the Holder of such Security without service charge, a new Security or Securities of the same series and of like tenor, of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered. ARTICLE TWELVE SINKING FUNDS SECTION 12.01. APPLICABILITY OF ARTICLE. The provisions of this Article shall be applicable to any sinking fund for the retirement of Securities of a series except as otherwise specified as contemplated by Section 3.01 for Securities of such series. The minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a "mandatory sinking fund payment", and any payment in excess of such minimum amount provided for by the terms of Securities of any series is herein referred to as an "optional sinking fund payment". If provided for by the terms of Securities of any series, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 12.02. Each sinking fund payment shall be applied to the redemption of Securities of any series as provided for by the terms of Securities of such series. SECTION 12.02. SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES. The Company (1) may deliver outstanding Securities of a series (other than any previously called for redemption) and (2) may apply as a credit Securities of a series which have been redeemed either at the election of the Company pursuant to the term of such Securities or through the application of permitted optional sinking fund payments pursuant to the term of such Securities, in each case in satisfaction of all or any part of any sinking fund payment with respect to the Securities of such series required to be made pursuant to the terms of such Securities as provided for by the term of such series; provided that such Securities have not been previously so credited. Such Securities shall be received and credited for such purpose by the Trustee at the Redemption Price specified in such Securities for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly. SECTION 12.03. REDEMPTION OF SECURITIES FOR SINKING FUND. Not less than 60 days prior to each sinking fund payment date for any series of Securities, the Company will deliver to the Trustee an Officers' 45 Certificate specifying the amount of the next ensuing sinking fund payment for that series pursuant to the terms of that series, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities of that series pursuant to Section 12.02 and will also deliver to the Security Registrar any Securities to be so delivered. Not less than 60 days before each such sinking fund payment date, the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 11.03 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 11.04. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 11.05, 11.06 and 11.07. ARTICLE THIRTEEN DEFEASANCE AND COVENANT DEFEASANCE SECTION 13.01. APPLICABILITY OF ARTICLE; COMPANY'S OPTION TO EFFECT DEFEASANCE OR COVENANT DEFEASANCE. If pursuant to Section 3.01 provision is made for either or both of (a) defeasance of the Securities of a series under Section 13.02, or (b) covenant defeasance of the Securities of a series under Section 13.03, then the provisions of such Section or Sections, as the case may be, together with the other provisions of this Article Thirteen, shall be applicable to the Securities of such series, and the Company may at any time elect (such election to be evidenced by a Board Resolution), with respect to the Securities of such series, either to effect such defeasance pursuant to Section 13.02 (if applicable) or to effect such covenant defeasance pursuant to Section 13.03 (if applicable) in respect of the Outstanding Securities of such series upon compliance with the conditions set forth below in this Article Thirteen. SECTION 13.02. DEFEASANCE AND DISCHARGE. Upon the Company's exercise of the above option applicable to this Section, the Company shall be deemed to have been discharged from its obligations with respect to the Outstanding Securities of such series on and after the date the conditions precedent set forth below are satisfied (hereinafter, "defeasance"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such series and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Securities of such series to receive, solely from the trust fund described in Section 13.05 as more fully set forth in such Section, payments of the principal of (and premium, if any) and interest on such Securities when such payments are due, (B) the Company's obligations with respect to such Securities under Sections 3.04, 3.05, 3.06, 10.02 and 10.04 and such obligations as shall be ancillary thereto, (C) the rights, powers, trusts, duties, immunities and other provisions in respect of the Trustee hereunder and (D) this Article Thirteen. Subject to compliance with this Article Thirteen, the Company may exercise its option under this Section 13.02 notwithstanding the prior exercise of its option under Section 13.03 with respect to the Securities of such series. Following a defeasance, payment of the Securities of such series may not be accelerated because of the occurrence and continuance of an Event of Default. SECTION 13.03. COVENANT DEFEASANCE. Upon the Company's exercise of the above option applicable to this Section and after the date the conditions set forth below are satisfied, the Company shall be released from its obligations under any additional or substitute covenant established with respect to the Securities of any series pursuant to Section 3.01(20), Section 9.01(b) or Section 9.01(g) if the Securities of such series have been determined pursuant to Section 3.01 to be subject to this provision any such additional or substitute covenant referred to herein as a "Defeasable Covenant", and the occurrence of an event specified in Section 5.01(d) with respect to such Defeasable Covenant shall not be deemed to be an Event of Default with respect to the Outstanding Securities of such series (hereinafter, "covenant defeasance"). For this purpose, such covenant defeasance means that, with respect to the Outstanding Securities of such series, the Company may omit to comply with and shall 46 have no liability in respect of any term, condition or limitation set forth in any such Defeasable Covenant whether directly or indirectly by reason of any reference elsewhere herein to any such Defeasable Covenant or by reason of any reference in any such Defeasable Covenant to any other provision herein or in any other document, but the remainder of this Indenture and such Securities shall be unaffected thereby. Following a covenant defeasance, payment of the Securities of such series may not be accelerated because of an Event of Default specified in Section 5.01(e) or Section 5.01(f) or by reference to Section 5.01(d) and such Defeasable Covenant. SECTION 13.04. CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE. The following shall be the conditions precedent to application of either Section 13.02 or Section 13.03 to the Outstanding Securities of such series: (1) The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 6.09 who shall agree to comply with the provisions of this Article Thirteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to the benefit of the Holders of such Securities, (A) if the Securities of such series are denominated in Dollars, (i) money in an amount, or (ii) U.S. Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (iii) a combination thereof, sufficient, without reinvestment, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal of (and premium, if any) and interest on the Outstanding Securities of such series on the Maturity of such principal, premium, if any, or interest and any mandatory sinking fund payments or analogous payments applicable to the Outstanding Securities of such series on the due dates thereof, in accordance with the terms of this Indenture and such Securities, or (B) if the Securities of such series are denominated in a currency or currency unit other than Dollars, (i) money in such currency or currency units in an amount, or (ii) foreign government obligations that through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money or such currency or currency unit in an amount, or (iii) a combination thereof, in each case sufficient, without reinvestment, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal of (and premium, if any) and interest on the Outstanding Securities of such series on the Maturity of such principal, premium, if any, or interest and any mandatory sinking fund payments or analogous payments applicable to the Outstanding Securities of such series on the due dates thereof, in accordance with the terms of this Indenture and such Securities. Before such a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption of Securities at a future date or dates in accordance with Article Eleven, which shall be given effect in applying the foregoing. As used herein: (a) "U.S. Government Obligations" means securities that are (x) direct obligations of the United States of America for the payment of which its full faith and credit is pledged or (y) obligations of Persons 47 controlled or supervised by and acting as an agency or instrumentality of the United States of America, the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act of 1933, as amended) as custodian with respect to any such U.S. Government Obligation or a specific payment of principal of or interest on any such U.S. Government Obligation held by such custodian for the account of the holder of such depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal of or interest on the U.S. Government Obligation evidenced by such depository receipt; and (b) "Foreign Government Obligations" means securities that are (x) direct obligations of the government that issued such currency for the payment of which full faith and credit of such government is pledged or (y) obligations of Persons controlled or supervised by and acting as an agency or instrumentality for such government the payment of which is unconditionally guaranteed as a full faith and credit obligation by such government, which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include any depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any Foreign Government Obligation held by such custodian for the account of the holder of such depositary receipt, provided that (except as required by law) such custodian is not authorized to make any deductions from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of the Foreign Government Obligation or the specific payment of principal or interest evidenced by such depositary receipt. (2) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to the Securities of such series shall have occurred and be continuing (A) on the date of such deposit or (B) insofar as subsections 5.01(e) and (f) are concerned, at any time during the period ending on the 91st day after the date of such deposit or, if longer, ending on the day following the expiration of the longest preference period applicable to the Company in respect of such deposit (it being understood that the condition in this Clause (B) shall not be deemed satisfied until the expiration of such period). (3) Such defeasance or covenant defeasance shall not (A) cause the Trustee for the Securities of such series to have a conflicting interest as defined in Section 6.08 or for purposes of the Trust Indenture Act with respect to any securities of the Company or (B) result in the trust arising from such deposit constituting, unless it is qualified as, a regulated investment company under the Investment Company Act of 1940, as amended. (4) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound. (5) Such defeasance or covenant defeasance shall not cause any Securities of such series then listed on any registered national securities exchange under the Exchange Act to be delisted. (6) In the case of an election to have Section 13.02 apply to any Securities or any series of Securities, as the case may be, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (x) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (y) since the date of this Indenture there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of the outstanding Securities of such series will not recognize income, gain or loss for Federal income tax purposes as a result of such defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred. (7) In the case of an election under Section 13.03, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the Outstanding Securities of such series will not recognize income, gain or loss for Federal income tax purposes as a result of such covenant defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred. (8) Such defeasance or covenant defeasance shall be effected in compliance with any additional terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 3.01. (9) The Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to either the defeasance under Section 13.02 or the covenant defeasance under Section 13.03, as the case may be, have been complied with. 48 SECTION 13.05. DEPOSITED MONEY AND U.S. GOVERNMENT OBLIGATIONS TO BE HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS. Subject to the provisions of the last paragraph of Section 10.04, all money and U.S. Government Obligations or Foreign Government Obligations (including the proceeds thereof) deposited with the Trustee or other qualifying trustee (collectively, for purposes of this Section 13.05, the "Trustee") pursuant to Section 13.04 in respect of the Outstanding Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (but not including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, of all sums due and to become due thereon in respect of principal (and premium, if any) and interest, but such money held in trust need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the money or U.S. Government Obligations or Foreign Government Obligations deposited pursuant to Section 13.04 or the principal and interest received in respect thereof other than any tax, fee or other charge which by law is for the account of the Holders of Outstanding Securities. Anything herein to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations or Foreign Government Obligations held by it as provided in Section 13.04 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance or covenant defeasance, as the case may be, with respect to such Securities. SECTION 13.06. REINSTATEMENT. If the Trustee or the Paying Agent is unable to apply any money in accordance with Section 13.05 by reason of any order or judgment or any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company's obligations under this Indenture and the Securities of such series from which the Company has been discharged or released pursuant to Section 13.02 or Section 13.03, as the case may be, shall be revived and reinstated as though no deposit had occurred pursuant to this Article Thirteen with respect to such Securities, until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 13.05 with respect to such Securities in accordance with this Article Thirteen; provided, however, that, if the Company makes any payment of principal of (and premium, if any) or interest on any such Security following the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Securities to receive such payment from the money so held in trust by the Trustee or the Paying Agent. ARTICLE FOURTEEN SUBORDINATION OF SECURITIES SECTION 14.01. SECURITIES SUBORDINATE TO SENIOR INDEBTEDNESS. Except to the extent otherwise specified pursuant to, or contemplated by, Section 3.01, the Securities shall be subordinated to Senior Indebtedness as set forth in this Article Fourteen and the Company covenants and agrees that the indebtedness evidenced by the Securities of each series (and any coupons appurtenant thereto) is subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness to the extent provided in this Article Fourteen and that all Securities issued under this Indenture shall be issued subject to the provisions of this Article Fourteen. Each Holder (whether upon original issue or upon the registration of transfer or exchange of) any Security issued under this Indenture (or any coupons appurtenant thereto) covenant and agrees to be bound by the provisions of this Article Fourteen. All Securities issued under this Indenture shall, to the extent and in the manner set forth in this Article Fourteen, be subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness. 49 The provisions of this Article Fourteen are made for the benefit of the holders of Senior Indebtedness and such holders shall, at any time, be entitled to enforce such provisions against the Company or any Holders of Securities. Senior Indebtedness shall continue to be Senior Indebtedness and entitled to the benefits of the provisions of this Article Fourteen irrespective of any amendment, modification or waiver of any term of the Senior Indebtedness or extension or renewal of the Senior Indebtedness. SECTION 14.02. NO PAYMENT ON SECURITIES IF SENIOR INDEBTEDNESS IN DEFAULT. No payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities) on account of the principal of, and premium, if any, and interest (and any additional amounts in respect thereof that may in accordance with the terms thereof be due and payable) on, the Securities, or on account of the purchase or other acquisition of Securities, shall be made unless full payment of amounts then due for the principal of and premium, if any, and interest (and any additional amounts in respect thereof that may in accordance with the terms thereof be due and payable) on all Senior Indebtedness has been made or duly provided for. Except to the extent otherwise specified pursuant to, or contemplated by, Section 3.01, no payment (including the making of any deposit in trust with the Trustee in accordance with Section Section 4.01, Section 10.04, Section 11.05 or Section 13.05) on account of the principal of, and the premium, if any, and interest (and any additional amounts in respect thereof that may be due and payable) on, the Securities of the series shall be made if, at the time of such payment or immediately after giving effect thereto, there shall: (i) exist a default in the payment of the principal of, or premium, if any, or interest (and any additional amounts in respect thereof that may be due and payable) on, any Senior Indebtedness, or (ii) have occurred an Event of Default (other than a default in the payment of the principal of, or premium, if any, or interest (or any additional amounts in respect thereof that may be due and payable) on, any Senior Indebtedness, as defined thereon or in the instrument under which the same is outstanding, permitting the holders thereof to accelerate the maturity thereof) and such event of default shall not have been waived or shall not have ceased to exist. The foregoing provision shall not prevent the Trustee from making payment on the Securities from moneys or securities deposited with the Trustee pursuant to the terms of Section 4.01, Section 10.04, Section 11.05 or Section 13.05 if at the same time such deposit was made or immediately after giving effect thereto the conditions in clause (i) or (ii) of this paragraph did not exist. In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the provisions of this Section 14.02, and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee or such Holder, as the case may be, then and in such event such payment shall be paid over and delivered forthwith to the Company. SECTION 14.03. PRIORITY OF SENIOR INDEBTEDNESS. In the event that the Company shall default in the payment of any principal of, or premium, if any, or interest (or any additional amounts in respect thereof that may be due and payable) on, any Senior Indebtedness when the same become due and payable, whether at maturity or at a date fixed for prepayment or by declaration of acceleration or otherwise, then, upon written notice of such default to the Company by the holders of such Senior Indebtedness or any trustee therefor, unless and until such default shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (in cash, property, securities, by set-off or otherwise) shall be made or agreed to be made on account of the principal of, or premium, if any, or interest (or any additional amounts in respect thereof that may be due and payable) on, any of the Securities, or in respect of any redemption, repayment, defeasance, retirement, purchase or other acquisition of any of the Securities. In the event of 50 (a) any insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition or other similar proceeding relating to the Company or its property, or (b) any proceeding for the liquidation, dissolution, or other winding up of the Company, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings, or (c) any assignment by the Company for the benefit of creditors, or (d) any other marshalling of the assets of the Company, all Senior Indebtedness (including any interest thereon accruing after the commencement of such proceedings) shall first be paid in full before any payment or distribution, whether in cash, securities or other property, and shall be made to any Holder of any of the Securities or coupons appurtenant thereto on account thereof. Any payment or distribution, whether in cash, securities or other property (other than securities of the Company or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the indebtedness evidenced by the securities, to the payment of all Senior Indebtedness at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), which would otherwise (but for these subordination provisions) be payable or deliverable in respect of the Securities of any series or coupons appurtenant thereto shall be paid or delivered directly to the holders of Senior Indebtedness in accordance with the priorities then existing among such holders until all Senior Indebtedness (including any interest thereon accruing after the commencement of any such proceedings) shall have been paid in full. In the event of any such proceeding, after payment in full of all sums owing with respect to Senior Indebtedness, the Holders of the Securities and coupons appurtenant thereto, together with the Holders of any obligations of the Company ranking on a parity with the Securities, shall be entitled to be paid from the remaining assets of the Company the amounts at the time due and owing on account of unpaid principal, of and premium, if any and interest (and any additional amounts in respect thereof that may be due and payable) on, the Securities and such other obligations before any payment or other distribution, whether in cash, property or otherwise, shall be made on account of any capital stock or any obligations of the Company ranking junior to the Securities and such other obligations. Senior Indebtedness shall not be deemed to have been paid in full unless the holders thereof shall have received cash, securities or other property equal to the amount of such Senior Indebtedness then outstanding. In the event that, notwithstanding the foregoing, any payment or distribution on any character or any security, whether in cash, securities or other property (other than securities of the Company or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the indebtedness at the time outstanding with respect to the indebtedness evidenced by the Securities, to the payment of all Senior Indebtedness at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), shall be received by the Trustee or any Holder in contravention of any of the terms hereof such payment, distribution or security shall be received in trust for the benefit of, and shall be paid over or delivered and transferred to, the holders of the Senior Indebtedness at the time outstanding in accordance with the priorities then existing among such holders for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all such Senior Indebtedness in full. In the event of the failure of the Trustee or any Holder to endorse or assign any such payment, distribution or security, each holder of Senior Indebtedness is hereby irrevocably authorized to endorse or assign the same. No present or future holder of any Senior Indebtedness shall be prejudiced in the right to enforce subordination of the indebtedness evidenced by the Securities by any act or failure to act on the part of the Company. Nothing contained herein shall impair, as between the Company and the Holders of Securities of each series, the obligation of the Company to pay to such Holders the principal of, and premium, if any, and interest (and any additional amounts in respect thereof that may be due and payable) on, such Securities and coupons appurtenant thereto or prevent the Trustee or the Holder from exercising all rights, powers and remedies otherwise 51 permitted by applicable law or hereunder upon a default or Event of Default hereunder, all subject to the rights of the holders of the Senior Indebtedness to receive cash, securities or other property otherwise payable or deliverable to the Holders. The Trustee and Holders will take such action (including without limitation, the delivery of this Indenture to any agent for the holders of Senior Indebtedness or consent to the filing of a financing statement with respect hereto) as may, in the opinion of counsel designated by the holders of a majority in principal amount of the Senior Indebtedness at the time outstanding, be necessary or appropriate to assure the effectiveness of the subordination effected by these provisions. The provisions of this Section 14.03 shall not impair any rights, interests, remedies or powers of any secured creditors of the Company in respect of any security interest the creation of which is not prohibited by the provisions of this Indenture. The securing of any obligation of the Company otherwise ranking on a parity with the Securities or ranking junior to the Securities shall not be deemed to prevent such obligations from constituting obligations ranking on a parity with the Securities or ranking junior to the Securities, respectively. For the purposes of this Article Fourteen only, the words "cash, property or securities" shall not be deemed to include shares of capital stock of the Company, or securities of the Company or any other corporation or other entity provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article Fourteen. The consolidation of the Company with, or the merger of the Company into, or the conveyance, transfer or lease by the Company of its properties and assets substantially as an entirety to, another person upon the terms and conditions set forth in Article Eight or the liquidation or dissolution of the Company following any such conveyance or transfer, shall not be deemed a dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company for the purposes of this Section if the person formed by such consolidation or into which the Company is merged or the person which acquires by conveyance, transfer or lease of such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions set forth in Article Eight. In the event that any Security is declared due and payable before its stated maturity because of the occurrence of an Event of Default (under circumstances when the provisions of the first paragraph of this Section 14.03 shall not be applicable), the holders of the Senior Indebtedness outstanding at the time the Securities of such series so become due and payable because of such occurrence of such an Event of Default shall be entitled to receive payment in full of all principal of, and premium, if any, and interest (and any additional amounts in respect thereof that may be due and payable) on, all Senior Indebtedness or provisions shall be made for such payment in cash before the holders of the Securities of such series are entitled to receive any payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities) on account of the principal of, and premium, if any, and interest (and any additional amounts in respect thereof that may be due and payable) on, the Securities or on account of the purchase or other acquisition of Securities, except that Holders of Securities of such series shall be entitled to receive payments from moneys or securities deposited with the Trustee pursuant to the terms of Section 4.01 if at the time of such deposit no Security of such series had been declared due and payable before its expressed maturity because of the occurrence of an Event of Default. Nothing in this Section 14.03 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.07. SECTION 14.04. PAYMENT PERMITTED IN CERTAIN SITUATIONS. Nothing contained in this Article Fourteen or elsewhere in this Indenture, or in any of the Securities, shall prevent (a) the Company at any time, 52 except during the pendency of any dissolution, winding-up, liquidation or reorganization proceedings referred to in, or under the conditions described in, Section 14.02 from making payments of the principal of, or premium, if any, or interest (or any additional amounts in respect thereof that may be due and payable) on, the Securities or (b) the application by the Trustee or any Paying Agent of any moneys deposited with it hereunder to payments of the principal of, or premium, if any, or interest (and any additional amounts in respect thereof that may be due and payable) on, the Securities, if, at the time of such deposit, the Trustee or such Paying Agent, as the case may be, did not have the written notice provided for in Section 14.06 of any event prohibiting the making of such deposit, or if, at the time of such deposit (whether or not in trust) by the Company with the Trustee or any Paying Agent (other than the Company) such payment would not have been prohibited by the provisions of this Article, and the Trustee or any Paying Agent shall not be affected by any notice to the contrary received by it on or after such date. SECTION 14.05. NOTICE TO TRUSTEE OF FACTS PROHIBITING PAYMENT AND CERTAIN EVENTS; RELIANCE BY TRUSTEE. Anything in this Article Fourteen or elsewhere in this Indenture contained to the contrary notwithstanding, the Trustee shall not at any time be charged with knowledge of the existence of any facts which would prohibit the making of any payment of money to or by the Trustee and shall be entitled conclusively to assume that no such facts exist and that no event specified in Section 14.02 has occurred, until the Trustee shall have received an Officers' Certificate to that effect or notice in writing to that effect signed by or on behalf of one or more of the holder or holders, or their representatives, of Senior Indebtedness who shall have been certified by the Company or otherwise established to the reasonable satisfaction of the Trustee to be such holder or holders or representatives or from any trustee under any indenture pursuant to which such Senior Indebtedness shall be outstanding; provided, that, if prior to the second business day preceding the date upon which any such moneys become due and payable for any purpose under the terms of this Indenture (including, without limitation, the payment of the principal of, or premium, if any, or interest or other amount, if any, on, any Security), the Trustee shall not have received with respect to such moneys a notice provided for in this Section 14.05, then anything herein to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such day; and, provided, further, that nothing contained in this Article Fourteen shall prevent conversions of the Securities in accordance with the provisions of this Indenture. The Company shall give prompt written notice to the Trustee and to the Paying Agent of any facts which would prohibit the payment of money to or by the Trustees or any Paying Agent. The Company shall give prompt written notice to the Trustee of any insolvency or bankruptcy proceedings, any receivership, liquidation, reorganization under Title 11 of the United States Code or any other similar applicable Federal or state law, or similar proceedings and any proceedings for voluntary liquidation, dissolution or winding-up of the Company within the meaning of this Article. The Trustee shall be entitled to assume that no such event has occurred unless the Company or any one or more holders of Senior Indebtedness or any trustee therefor has given such notice together with proof satisfactory to the Trustee of such holding of Senior Indebtedness or the authority of such trustee. Upon any payment or distribution of assets of the Company referred to in this Article Fourteen, the Trustee, in the absence of its own negligence, bad faith or willful misconduct, and any Holder of a Security shall be entitled to rely conclusively upon a certificate of the receiver, trustee in bankruptcy, liquidation trustee, agent or other person making such payment or distribution, delivered to the Trustee or to the holders of Securities, for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article Fourteen. In the event that the Trustee determines, in good faith, that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article Fourteen, the Trustee may request such person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, as to the extent to which such Person is entitled to participate in such payment or distribution and as to other facts pertinent to the rights of such person under this Article, and if such evidence is not furnished, the trustee may defer any payment to such Person pending judicial determination as 53 to the right of such Person to receive such payment. SECTION 14.06. TRUSTEE NOT FIDUCIARY TO HOLDERS OF SENIOR INDEBTEDNESS. With respect to the holders of Senior Indebtedness, the Trustee undertakes to perform or to observe only such covenants and obligations as are specifically set forth in this Indenture and no implied covenants or obligations with respect to holders of Senior Indebtedness shall be read into this Indenture against the Trustee. The Trustee does not have, and shall not be deemed to owe, any fiduciary duties to holders of Senior Indebtedness and shall not be liable to any such holders if it shall in good faith pay over or distribute to holders of Securities or the Company or any other Person, moneys or assets to which any holder of Senior Indebtedness shall be entitled by virtue of this Article Fourteen or otherwise. SECTION 14.07. TRUSTEE AND HOLDERS OF SECURITIES MAY RELY ON CERTIFICATE OF LIQUIDATING AGENT; TRUSTEE MAY REQUIRE FURTHER EVIDENCE AS TO OWNERSHIP OF SENIOR INDEBTEDNESS. Upon any payment or distribution of assets of the Company referred to in this Article Fourteen, the Trustee and the Holders of Securities shall be entitled to rely upon an order or decree made by any court of competent jurisdiction in which such dissolution or winding-up or liquidation or reorganization or arrangement proceedings are pending or upon a certificate of the trustee in bankruptcy, receiver, assignee for the benefit of creditors or other Person making such payment or distribution, delivered to the Trustee or to the Holders, for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article Fourteen. In the absence of any such bankruptcy trustee, receiver, assignee or other Person, the Trustee shall be entitled to rely upon a written notice by a Person representing himself or herself to be a holder of Senior Indebtedness (or a trustee or representative on behalf of such holder) as evidence that such person is a holder of such Senior Indebtedness (or is such a trustee or representative). In the event that the Trustee determines, in good faith, that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payments or distributions pursuant to this Article Fourteen, the Trustee may request such person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, as to the extent to which such Person is entitled to participate in such payment or distribution, and as to other facts pertinent to the rights of such Person under this Article Fourteen, and if such evidence is not furnished, the Trustee may offer any payment to such Person pending judicial determination as to the right of such Person to receive payment. SECTION 14.08. SUBROGATION OF SECURITIES. Subject to the payment in full of all Senior Indebtedness or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, the Holders of the Securities of each series and coupons appurtenant thereto, if any, shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Indebtedness pursuant to the provisions of this Article Fourteen (equally and ratably with the holders of indebtedness of the Company which by its express terms is subordinated to indebtedness of the Company to substantially the same extent as the Securities are subordinated to the Senior Indebtedness and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness to receive payments or distributions of assets of the Company made on the Senior Indebtedness until the principal of, and premium, if any, and interest (and any additional amounts in respect thereof that may be due and payable) on, the Securities shall have been paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of Senior Indebtedness of any cash, property or securities to which the Holders of the Securities or the Trustee would be entitled except for the provisions of this Article Fourteen, and no payment pursuant to the provisions of this Article Fourteen to the holders of Senior Indebtedness by Holders of the Securities of any Series (or of any coupons appurtenant thereto, or by the Trustee, shall, as between the Company and its creditors other than the holders of Senior Indebtedness, on the one hand, and the Holders of Securities, on the other hand, be deemed to be a payment or distribution by the Company to or on account of Senior Indebtedness, and no payments or distributions to the Trustee or the Holders of the Securities of cash, property or securities payable or distributable to the holders of the Senior Indebtedness to which the Trustee or the Holders of the Securities shall become entitled pursuant to the provisions of this Section 14.08, shall, as between the Company, its creditors other than the holders of a Senior Indebtedness, on the one hand, and the 54 holders of the Securities, on the other hand, be deemed to be a payment by the Company to the Holders of or on account of the Securities of such series. SECTION 14.09. TRUSTEE TO EFFECTUATE SUBORDINATION. Each Holder of Securities or coupons by such Holder's acceptance thereof authorizes and directs the Trustee on such Holder's behalf to take such action as may be necessary or appropriate to effectuate the subordination as between such Holder and holders of Senior Indebtedness as provided in this Article Fourteen and appoints the Trustee its attorney-in-fact for any and all such purposes. SECTION 14.10. NO WAIVER OF SUBORDINATION PROVISIONS. No right of any present or future holder of any Senior Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Company or by any act, or failure to act, in good faith by any such holder, or by any non-compliance by the Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the Securities, without incurring responsibility to the Holders of the Securities and without impairing or releasing the subordination provided in this Article Fourteen of the obligations hereunder of the holders of the Securities to the holders of Senior Indebtedness, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Indebtedness or otherwise amend or supplement in any manner Senior Indebtedness or any instrument evidencing the same or any agreement under which Senior Indebtedness is outstanding; (ii) release any Person liable in any manner for the collection of Senior Indebtedness; and (iii) exercise or refrain from exercising any rights against the Company and any other Person. SECTION 14.11. COMPANY OBLIGATION TO PAY UNCONDITIONAL. The provisions of this Article Fourteen are solely for the purpose of defining the relative rights of the holders of Senior Indebtedness, on the one hand, and the Holders of the Securities, on the other hand, and nothing herein or elsewhere in this Indenture or in the Securities shall (i) impair, as between the Company and its creditors, other than holders of Senior Indebtedness, on the one hand, and the Holders of the Securities, on the other hand, the obligation of the Company, which is unconditional and absolute (and which, subject to the rights under this Article Fourteen of the holders of Senior Indebtedness, is intended to rank equally with all other general obligations of the Company), to pay to the Holders of the Securities the principal thereof, and premium, if any, interest and any additional amounts with respect thereof that may be due and payable, thereon, in accordance with the terms of the Securities and this Indenture; or (ii) affect the relative rights against the Company of the Holders of the Securities and creditors of the Company other than the holders of the Senior Indebtedness; or (iii) prevent the Holders of the Securities or the Trustee from exercising all remedies otherwise permitted by applicable law or under the Securities and this Indenture upon default under the Securities and this Indenture, subject to the rights of holders of Senior Indebtedness under the provisions of this Article Fourteen to receive cash, property or securities otherwise payable or deliverable to the Holders of the Securities. SECTION 14.12. RIGHTS OF TRUSTEE AS HOLDER OF SENIOR INDEBTEDNESS. The Trustee shall be entitled to all the rights set forth in this Article Fourteen with respect to any Senior Indebtedness which may at the time be held by it, to the same extent as any other holder of Senior Indebtedness; provided that nothing in this Article shall deprive the Trustee of any rights as such holder; and, provided further, that nothing in this Article shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.07. SECTION 14.13. ARTICLE APPLICABLE TO PAYING AGENTS. In case at any time any Paying Agent other than the Trustee shall have been appointed by the Company and be then acting hereunder, the term "Trustee" as used in this Article Fourteen shall in such case (unless the context shall otherwise require) be construed as extending to an including such Paying Agent within its meaning as fully for all intents and purposes as if the Paying Agent wee named in this Article Fourteen in addition to or in place of the Trustee; provided, however, that 55 Sections 14.05 and 14.12 shall not apply to the Company or any Affiliate of the Company if the Company or such Affiliate acts as Paying Agent. SECTION 14.14. SUBORDINATION RIGHTS NOT IMPAIRED BY ACTS OR OMISSIONS OF THE COMPANY OR HOLDERS OF SENIOR INDEBTEDNESS. No right of any present or future holders of any Senior Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Company or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by the Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof which any such holder may have or be otherwise charged with. The holders of Senior Indebtedness may, at any time or from time to time and in their absolute discretion, change the manner, place or terms of payment, change or extend the time of payment of, or renew or alter, any such Senior Indebtedness, or amend or supplement any instrument pursuant to which any such Senior Indebtedness is issued or by such it may be secured, or release any security therefor, or exercise or refrain from exercising any other of their rights under the Senior Indebtedness including, without limitation, the waiver of default thereunder, all without notice to or assent from the Holders of the Securities or the Trustee and without affecting the obligations of the Company, the Trustee or the Holders of the Securities under this Article Fourteen. SECTION 14.15. ALL INDENTURE PROVISIONS SUBJECT TO THIS ARTICLE. Notwithstanding anything herein to the contrary, all provisions of this Indenture shall be subject to the provisions of this Article Fourteen, so far as the same may be applicable thereto. ARTICLE FIFTEEN IMMUNITY OF SHAREHOLDERS, OFFICERS AND DIRECTORS SECTION 15.01. EXEMPTION FROM INDIVIDUAL LIABILITY. No recourse under or upon any obligation, covenant or agreement of this Indenture, or of any Security, or for any claim based thereon or otherwise in respect thereof, shall be had against any shareholder, officer or director, as such, past, present or future, of the Company or of any successor corporation, either directly or indirectly or through the Company, 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 this Indenture and the obligations issued hereunder are solely corporate obligations of the Company, that no such liability whatever shall attach to, or is or shall be incurred by, the shareholders, officers or directors, as such, of the Company or of any successor corporation, or any of them, because of the creation of the indebtedness hereby authorized, or under or by reason of the obligations, covenants or agreements contained in this Indenture or in any of the Securities or implied therefrom, and that any and all such liability, either at common law or in equity or by constitution or statute is hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Indenture and the issuance of the Securities. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. 56 IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, and their respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written. THE GOODYEAR TIRE & RUBBER COMPANY By /s/ Robert W. Tieken -------------------------------------- Name: Robert W. Tieken Title: Executive Vice President [Seal] Attest: /s/ C. Thomas Harvie - ----------------------------------- Name: C. Thomas Harvie Title: Secretary JP MORGAN CHASE BANK By: /s/ Patrick J. Healy ------------------------------------ Name: Patrick J. Healy Title: Vice President [Seal] Attest: /s/ Walter I. Johnson III - ----------------------------------- Name: Walter I. Johnson III Title: Assistant Treasurer 57 STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) On the 17th day of June, 2002 before me personally came Patrick J. Healy, to me known, who, being by me duly sworn, did depose and say that he is a Vice President of JPMorgan Chase Bank, a banking corporation described in and which executed the foregoing instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation; and that he signed his name thereto by like authority. /s/ Francis J. Grippo --------------------------------------- Notary Public [Notarial Seal] FRANCIS J. GRIPPO Notary Public, State of New York No. 4522535 Qualified in Orange County Commission Expires September 30, 2002 STATE OF OHIO ) ) ss.: COUNTY OF SUMMIT ) On the 7th day of June, 2002 before me personally came Robert W. Tieken, to me known, who, being by me duly sworn, did depose and say that he is an Executive Vice President of The Goodyear Tire & Rubber Company, the corporation described in and which executed the foregoing instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation; and that he signed his name thereto by like authority. /s/ Audrey H. Sims --------------------------------------- [Notarial Seal] Notary Public Audrey H. Sims, Notary Public Residence - Summit County State Wide Jurisdiction, Ohio My Commission Expires February 1, 2004 58 EX-4.7 11 l93286aexv4w7.txt EX-4.7 DEBT WARRANT AGREEEMENT EXHIBIT 4.7 DEBT WARRANT AGREEMENT DATED AS OF __________________________ FOR WARRANTS TO PURCHASE DEBT SECURITIES BETWEEN THE GOODYEAR TIRE & RUBBER COMPANY AND (NAME OF DEBT WARRANT AGENT), AS DEBT WARRANT AGENT [ALTERNATIVES REPRESENTED BY BRACKETED OR BLANK SECTIONS HEREIN SHALL BE DETERMINED IN CONFORMITY WITH THE APPLICABLE PROSPECTUS SUPPLEMENT OR SUPPLEMENTS] DEBT WARRANT AGREEMENT THIS DEBT WARRANT AGREEMENT, dated as of _______________, between THE GOODYEAR TIRE & RUBBER COMPANY, an Ohio corporation (the "Company"), and _______________________, a _______________ organized and existing under the laws of ________________________, warrant agent (the "Debt Warrant Agent"). WHEREAS, the Company has entered into an Indenture dated as of ________________, _____________ (the "Indenture") with _____________________, trustee (the "Trustee"), providing for the issuance by the Company from time to time, in one or more series, of debt securities evidencing its unsecured, [subordinated] indebtedness (such debt securities being referred to as the "Debt Securities"); and WHEREAS, the Company proposes to issue warrants (the "Debt Warrants") representing the right to purchase Debt Securities of one or more series (the "Underlying Debt Securities"); and WHEREAS, the Company has duly authorized the execution and delivery of this Debt Warrant Agreement to provide for the issuance of Debt Warrants to be exercisable at such times and for such prices, and to have such other provisions, as shall be fixed as hereinafter provided. NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained, the parties hereto agree as follows: ARTICLE 1. ISSUANCE OF DEBT WARRANTS AND EXECUTION AND DELIVERY OF DEBT WARRANT CERTIFICATES 1.1 ISSUANCE OF DEBT WARRANTS. Debt Warrants may be issued from time to time together with or separately from any Underlying Debt Securities (the "Offered Debt Securities"). Prior to the issuance of any Debt Warrants, there shall be established by or pursuant to a resolution or resolutions duly adopted by the Company's Board of Directors or by any committee thereof duly authorized to act with respect thereto (a "Board Resolution")[The following matters, to the extent applicable, shall be determined: (a) the title and aggregate number of such Debt Warrants; (b) whether such Debt Warrants are to be issued with any Offered Debt Securities and, if so, the title, aggregate principal amount and terms of any such Offered Debt Securities; the number of Debt Warrants to be issued with each $1,000 principal amount of such Offered Debt Securities (or such other principal amount of such Offered Debt Securities as is provided for in the Board Resolution); and the date, if any, on and after which such Debt Warrants and such Offered Debt Securities will be separately transferable (the "Detachable Date"); 1 (c) the title, aggregate principal amount, ranking and terms [(including the subordination and conversion provisions] of the Underlying Debt Securities that may be purchased upon exercise of such Debt Warrants; (d) the time or times at which, or period or periods during which, such Debt Warrants may be exercised and the final date on which such Debt Warrants may be exercised (the "Expiration Date"); (e) the principal amount of Underlying Debt Securities that may be purchased upon exercise of each Debt Warrant and the price, or the manner of determining the price (the "Debt Warrant Price"), at which such principal amount may be purchased upon such exercise; (f) the currency or currencies, including composite currencies or currency units, in which the price of such Debt Warrants, the principal of or any premium or interest on the Debt Securities purchasable upon the exercise of such Debt Warrants and the exercise price of such Debt Warrants, will be payable. (g) the terms of any right to redeem such Debt Warrants; and (h) any other terms of such Debt Warrants not inconsistent with the provisions of this Agreement. ] 1.2 FORM OF EXECUTION OF DEBT WARRANT CERTIFICATES. (a) The Debt Warrants shall be evidenced by warrant certificates (the "Debt Warrant Certificates"), which may be in registered or bearer form and otherwise shall be substantially in the form set forth in Exhibit A hereto, appropriately completed, or in such other form or forms as shall be established by or pursuant to a Board Resolution. Each Debt Warrant Certificate, whenever issued, shall be dated the date it is countersigned by the Debt Warrant Agent and may have such letters, numbers or other identifying marks and such legends or endorsements printed, lithographed or engraved thereon as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law, rule or regulation or with any rule or regulation of any securities exchange on which the Debt Warrants may be listed, or to conform to usage, as the officer of the Company executing the same may approve (such officer's execution thereof to be conclusive evidence of such approval). Each Debt Warrant Certificate shall evidence one or more Debt Warrants. (b) The Debt Warrant Certificates shall be signed in the name and on behalf of the Company by its Chairman, its President or a Vice President (any reference to a Vice President of the Company herein shall be deemed to include any Vice President of the Company whether or not designated by a number or a word or words added before or after the title "Vice President") under its corporate seal, and attested by its Secretary or an Assistant Secretary. Such signatures may be manual or facsimile signatures of the present or any future holder of any such office and may be imprinted or otherwise reproduced on the Debt Warrant Certificates. The seal of the Company may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Debt Warrant Certificates. 2 (c) No Debt Warrant Certificate shall be valid for any purpose, and no Debt Warrant evidenced thereby shall be deemed issued or exercisable, until such Debt Warrant Certificate has been countersigned by the manual or facsimile signature of the Debt Warrant Agent. Such signature by the Debt Warrant Agent upon any Debt Warrant Certificate executed by the Company shall be conclusive evidence that the Debt Warrant Certificate so countersigned has been duly issued hereunder. (d) In case any officer of the Company who shall have signed any Debt Warrant Certificate either manually or by facsimile signature shall cease to be such officer before the Debt Warrant Certificate so signed shall have been countersigned and delivered by the Debt Warrant Agent, such Debt Warrant Certificate nevertheless may be countersigned and delivered as though the person who signed such Debt Warrant Certificate has not ceased to be such officer of the Company; and any Debt Warrant Certificate may be signed on behalf of the Company by such person as, at the actual date of the execution of such Debt Warrant Certificate, shall be the proper officer of the Company, although at the date of the execution of this Agreement such person was not such an officer. 1.3 ISSUANCE AND DELIVERY OF DEBT WARRANT CERTIFICATES. At any time and from time to time after the execution and delivery of this Agreement, the Company may deliver Debt Warrant Certificates executed by the Company to the Debt Warrant Agent for countersignature. Except as provided in the following sentence, the Debt Warrant Agent shall thereupon countersign and deliver such Debt Warrant Certificates to or upon the written request of the Company. Subsequent to the original issuance of a Debt Warrant Certificate evidencing Debt Warrants, the Debt Warrant Agent shall countersign a new Debt Warrant Certificate evidencing such Debt Warrants only if such Debt Warrant Certificate is issued in exchange or substitution for one or more previously countersigned Debt Warrant Certificates evidencing such Debt Warrants or in connection with their transfer, as hereinafter provided. 1.4 TEMPORARY DEBT WARRANT CERTIFICATES. Pending the preparation of definitive Debt Warrant Certificates, the Company may execute, and upon the order of the Company the Debt Warrant Agent shall countersign and deliver, temporary Debt Warrant Certificates that are printed, lithographed, typewritten, mimeographed or otherwise produced, substantially of the tenor of the definitive Debt Warrant Certificates in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officer executing such Debt Warrant Certificates may determine, as evidenced by such officer's execution of such Debt Warrant Certificates. If temporary Debt Warrant Certificates are issued, the Company will cause definitive Debt Warrant Certificates to be prepared without unreasonable delay. After the preparation of definitive Debt Warrant Certificates, the temporary Debt Warrant Certificates shall be exchangeable for definitive Debt Warrant Certificates shall be exchangeable for definitive Debt Warrant Certificates or upon surrender of the temporary Debt Warrant Certificates at the corporate trust office of the Debt Warrant Agent [or ______], without charge to the Holder, as defined in Section 1.6 hereof. Upon surrender for cancellation of any one or more temporary 3 Debt Warrant Certificates, the Company shall execute, and the Debt Warrant Agent shall countersign and deliver in exchange therefor, definitive Debt Warrant Certificates representing the same aggregate number of Debt Warrants. Until such exchange, the temporary Debt Warrant Certificates shall in all respects be entitled to the same benefits under this Agreement as definitive Debt Warrant Certificates. 1.5 PAYMENT OF TAXES. The Company will pay all stamp and other duties, if any, to which this Agreement or the original issuance of the Debt Warrants or Debt Warrant Certificates may be subject under the laws of the United States of America or any state or political subdivision thereof. 1.6 "HOLDER". The term "Holder" or "Holders," as used herein with reference to a Debt Warrant Certificate, shall mean [if registered Debt Warrants - -- the person or persons in whose name such Debt Warrant Certificate shall then be registered as set forth in the Debt Warrant Register to be maintained by the Debt Warrant Agent pursuant to Section 4.1 for that purpose [if bearer Debt Warrants - the bearer of such Debt Warrant Certificate] or, in the case of Debt Warrants that are issued with Offered Debt Securities and cannot then be transferred separately therefrom, [if registered Offered Debt Securities and Debt Warrants that are not then detachable - the person or persons in whose name the related Offered Debt Securities shall be registered as set forth in the security register to be maintained by the Trustee for such Offered Debt Securities pursuant to the Indenture] [if bearer Offered Debt Securities and Debt Warrants that are not then detachable - the bearer of the related Offered Debt Security], prior to the Detachable Date. [If registered Offered Debt Securities and Debt Warrants that are not then detachable - the Company will, or will cause the security registrar of any such Offered Debt Securities to, make available to the Debt Warrant Agent at all times (including on and after the Detachable Date, in the case of Debt Warrants originally issued with Offered Debt Securities and not subsequently transferred separately therefrom) such information as to holders of Offered Debt Securities with Debt Warrants as may be necessary to keep the Warrant Register up to date.] ARTICLE 2. DURATION AND EXERCISE OF DEBT WARRANTS 2.1 DURATION OF DEBT WARRANTS. Each Debt Warrant may be exercised at the time or times, or during the period or periods, provided by or pursuant to the Board Resolution relating thereto and specified in the Debt Warrant Certificate evidencing such Debt Warrant. Each Debt Warrant not exercised at or before 5:00 P.M., New York City time, on its Expiration Date shall become void, and all rights of the Holder of such Debt Warrant thereunder and under this Agreement shall cease. 2.2 EXERCISE OF DEBT WARRANTS. (a) The Holder of a Debt Warrant shall have the right, at its option, to exercise such Debt Warrant and, subject to subsection (f) of this Section 2.2, purchase the principal amount of Underlying Debt Securities provided for therein at the time or times or during the 4 period or periods referred to in Section 2.1 and specified in the Debt Warrant Certificate evidencing such Debt Warrant. Except as may be provided in a Debt Warrant Certificate, a Debt Warrant may be exercised by completing the form of election to purchase set forth on the reverse side of the Debt Warrant Certificate, by duly executing and delivering the same, together with payment in full of the Debt Warrant Price in lawful money of the [United States of America,] in cash or by certified or official bank check or by bank wire transfer, to the Debt Warrant Agent. Except as may be provided in a Debt Warrant Certificate, the date on which such Debt Warrant Certificate and payment are received by the Debt Warrant Agent as aforesaid shall be deemed to be the date on which the Debt Warrant is exercised and the Underlying Debt Securities issued. (b) Upon the exercise of a Debt Warrant, the Company shall issue, pursuant to the Indenture, in authorized denominations to or upon the order of the Holder of such Debt Warrant, the Underlying Debt Securities to which such Holder is entitled, in the form required under such Indenture, registered, in the case of Underlying Debt Securities in registered form, in such name or names as may be directed by such Holder. (c) If fewer than all of the Debt Warrants evidenced by a Debt Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Debt Warrant Agent shall countersign and deliver, a new Debt Warrant Certificate evidencing the number of Debt Warrants remaining unexercised. (d) The Debt Warrant Agent shall deposit all funds received by it in payment of the Debt Warrant Price in the account of the Company maintained with it for such purpose and shall advise the Company by telephone by 5:00 P.M., New York City time, of each day on which a payment of the Debt Warrant Price for Debt Warrants is received of the amount so deposited in its account. The Debt Warrant Agent shall promptly confirm such telephone advice in writing to the Company. (e) The Debt Warrant Agent shall, from time to time, as promptly as practicable, advise the Company and the Trustee of (i) the number of Debt Warrants of each title exercised as provided herein, (ii) the instructions of each Holder with respect to delivery of the Underlying Debt Securities to which such Holder is entitled upon such exercise, (iii) the delivery of Debt Warrant Certificates evidencing the balance, if any, of the Debt Warrants remaining unexercised after such exercise, and (iv) such other information as the Company or the Trustee shall reasonably require. Such notice may be given by telephone, to be promptly confirmed in writing. (f) The Holder, and not the Company, shall be required to pay any stamp or other tax or other governmental charge that may be imposed in connection with any transfer involved in the issuance of the Underlying Debt Securities; and in the event that any such transfer is involved, the Company shall not be required to issue any Underlying Debt Securities (and the Holder's purchase of the Underlying Debt Securities upon the exercise of such Holder's Debt Warrant shall not be deemed to have been consummated) until such tax or other charge shall have been paid or it has been established to the Company's satisfaction that no such tax or other charge is due. 5 ARTICLE 3. OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF DEBT WARRANTS 3.1 NO RIGHTS AS HOLDER OF UNDERLYING DEBT SECURITY CONFERRED BY DEBT WARRANTS OR DEBT WARRANT CERTIFICATES. No Debt Warrant or Debt Warrant Certificate shall entitle the Holder to any of the rights of a holder of Underlying Debt Securities, including, without limitation, the right to receive the payment of principal of (or premium, if any, on) or interest, if any, on Underlying Debt Securities or to enforce any of the covenants in the Indenture. 3.2 LOST, STOLEN, DESTROYED OR MUTILATED DEBT WARRANT CERTIFICATES. Upon receipt by the Company and the Debt Warrant Agent of evidence reasonably satisfactory to them of the ownership of and the loss, theft, destruction or mutilation of any Debt Warrant Certificate and of indemnity (other than in connection with any mutilated Debt Warrant certificates surrendered to the Debt Warrant Agent for cancellation) reasonably satisfactory to them, the Company shall execute, and the Debt Warrant Agent shall countersign and deliver, in exchange for or in lieu of each lost, stolen, destroyed or mutilated Debt Warrant Certificate, a new Debt Warrant Certificate evidencing a like number of Debt Warrants of the same title. Upon the issuance of a new Debt Warrant Certificate under this Section, the Company may require the payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed in connection therewith and any other expenses (including the fees and expenses of the Debt Warrant Agent) in connection therewith. Every substitute Debt Warrant Certificate executed and delivered pursuant to this Section in lieu of any lost, stolen or destroyed Debt Warrant Certificate shall represent a contractual obligation of the Company, whether or not such lost, stolen or destroyed Debt Warrant Certificate shall be at any time enforceable by anyone, and shall be entitled to the benefits of this Agreement equally and proportionately with any and all other Debt Warrant Certificates, duly executed and delivered hereunder, evidencing Debt Warrants of the same title. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement of lost, stolen, destroyed or mutilated Debt Warrant Certificates. 3.3 HOLDER OF DEBT WARRANTS MAY ENFORCE RIGHTS. Notwithstanding any of the provisions of this Agreement, a Holder, without the consent of the Debt Warrant Agent, the Trustee, the holder of any Underlying Debt Securities or the Holder of any other Debt Warrant, may, on its own behalf and for its own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise in respect of, its right to exercise its Debt Warrant or Debt Warrants in the manner provided in this Agreement and its Debt Warrant Certificate. 6 ARTICLE 4. EXCHANGE AND TRANSFER OF DEBT WARRANTS 4.1 [DEBT WARRANT REGISTER;] EXCHANGE AND TRANSFER OF DEBT WARRANTS. [If registered Debt Warrants - The Debt Warrant Agent shall maintain, at its corporate trust office [or at ________________], a register (the "Debt Warrant Register") in which, upon the issuance of Debt Warrants, or on and after the Detachable Date in the case of Debt Warrants not separately transferable prior thereto, and, subject to such reasonable regulations as the Debt Warrant Agent may prescribe, it shall register Debt Warrant Certificates and exchanges and transfers thereof. The Debt Warrant Register shall be in written form or in any other form capable of being converted into written form within a reasonable time.] Except as provided in the following sentence, upon surrender at the corporate trust office of the Debt Warrant Agent [or at __________________], Debt Warrant Certificates may be exchanged for one or more other Debt Warrant Certificates evidencing the same aggregate number of Debt Warrants of the same title, or may be transferred in whole or in part. A Debt Warrant Certificate evidencing Debt Warrants that are not then transferable separately from the Offered Debt Security with which they were issued may be exchanged or transferred prior to its Detachable Date only together with such Offered Debt Security and only for the purpose of effecting, or in conjunction with, an exchange or transfer of such Offered Debt Security; and on or prior to the Detachable Date, [if registered Offered Debt Securities and Debt Warrants - each exchange or transfer of such Offered Debt Security on the security register of the Offered Debt Securities shall operate also to exchange or transfer the related Debt Warrants] [if bearer Offered Debt Securities and Debt Warrants - an exchange or transfer of possessions of the related Offered Debt Security shall operate also to exchange or transfer the related Debt Warrants]. [If registered Debt Warrants - A transfer shall be registered upon surrender of a Debt Warrant Certificate to the Debt Warrant Agent at is corporate trust office [or at ____________] for transfer, properly endorsed or accompanied by appropriate instruments of transfer and written instructions for transfer, all in form satisfactory to the Company and the Debt Warrant Agent.] Whenever a Debt Warrant Certificate is surrendered for exchange or transfer, the Debt Warrant Agent shall countersign and deliver to the person or persons entitled thereto one or more Debt Warrant Certificates duly executed by the Company, as so requested. The Debt Warrant Agent shall not be required to effect any exchange or transfer which will result in the issuance of a Debt Warrant Certificate evidencing a fraction of a Debt Warrant. All Debt Warrant Certificates issued upon any exchange or transfer of a Debt Warrant Certificate shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Debt Warrant Certificate surrendered for such exchange or transfer. No service charge shall be made for any exchange or transfer of Debt Warrants, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such exchange or transfer, in accordance with Section 2.2(f) hereof. 7 4.2 TREATMENT OF HOLDERS OF DEBT WARRANTS. Every Holder of a Debt Warrant, by accepting the Debt Warrant Certificate evidencing the same, consents and agrees with the Company, the Debt Warrant Agent and with every other Holder of Debt Warrants of the same title that the Company and the Debt Warrant Agent may treat the Holder of a Debt Warrant Certificate (or, if the Debt Warrant Certificate is not then detachable, the Holder of the related Offered Debt Security) as the absolute owner of such Debt Warrant for all purposes and as the person entitled to exercise the rights represented by such Debt Warrant, any notice to the contrry notwithstanding. 4.3 CANCELLATION OF DEBT WARRANT CERTIFICATES. In the event that the Company shall purchase, redeem or otherwise acquire any Debt Warrants after the issuance thereof, the Debt Warrant Certificate or Certificates evidencing such Debt Warrants shall thereupon be delivered to the Debt Warrant Agent and be canceled by it. The Debt Warrant Agent shall also cancel any Debt Warrant Certificate (including any mutilated Debt Warrant Certificate) delivered to it for exercise, in whole or in part, or for exchange [or transfer] [if Debt Warrant Certificates are issued in bearer form --, except that Debt Warrant Certificates delivered to the Debt Warrant Agent in exchange for Debt Warrant Certificates of other denominations may be retained by the Debt Warrant Agent for reissue]. Debt Warrant Certificates so canceled shall be delivered by the Debt Warrant Agent to the Company from time to time, or disposed of in accordance with the instructions of the Company. ARTICLE 5. CONCERNING THE DEBT WARRANT AGENT 5.1 DEBT WARRANT AGENT. The Company hereby appoints _______________ as Debt Warrant Agent of the Company in respect of the Debt Warrants and the Debt Warrant Certificates upon the terms and subject to the conditions set forth herein; and ______________ hereby accepts such appointment. The Debt Warrant Agent shall have the powers and authority granted to and conferred upon it hereby and such further powers and authority to act on behalf of the Company as the Company may hereafter grant to or confer upon it. All of the terms and provisions with respect to such powers and authority contained in any Debt Warrant Certificate are subject to and governed by the terms and provisions hereof. 5.2 CONDITIONS OF DEBT WARRANT AGENT'S OBLIGATIONS. The Debt Warrant Agent accepts its obligations set forth herein upon the terms and conditions hereof, to all of which the Company agrees and to all of which the rights hereunder of the Holders shall be subject: (a) COMPENSATION AND INDEMNIFICATION. The Company agrees to promptly pay the Debt Warrant Agent the compensation to be set forth as an exhibit hereto and to reimburse the Debt Warrant Agent for reasonable out-of-pocket expenses (including counsel fees) incurred by the Debt Warrant Agent in connection with the services rendered hereunder by the Debt Warrant Agent. The Company also agrees to indemnify the Debt Warrant Agent for, and to hold it harmless against, any loss, liability of expense (including the reasonable costs and expenses of defending against any claim of liability) incurred without negligence, bad faith or 8 willful misconduct on the part of the Debt Warrant Agent arising out of or in connection with its appointment as Debt Warrant Agent hereunder. (b) AGENT FOR THE COMPANY. In acting under this Agreement and in connection with any Debt Warrant Certificate, the Debt Warrant Agent is acting solely as agent of the Company and does not assume any obligation or relationship of agency or trust for or with any Holder. (c) COUNSEL. The Debt Warrant Agent may consult with counsel satisfactory to it, and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice of such counsel. (d) DOCUMENTS. The Debt Warrant Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in reliance upon any notice, direction, consent, certificate, affidavit, statement or other paper or document reasonably believed by it to be genuine and to have been presented or signed by the proper parties. (e) OFFICER'S CERTIFICATE. Whenever in the performance of its duties hereunder the Debt Warrant Agent shall reasonably deem it necessary that any fact or matter be proved or established by the Company prior to taking, suffering or omitting any action hereunder, the Debt Warrant Agent may (unless other evidence in respect thereof be herein specifically prescribed), in the absence of bad faith on its part, rely upon a certificate signed by the Chairman, the President, a Vice President, the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of the Company (an "Officer's Certificate") delivered by the Company to the Debt Warrant Agent. (f) ACTIONS THROUGH AGENTS. The Debt Warrant Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself or by or through its attorneys or agents, and the Debt Warrant Agent shall not be answerable or accountable for any act, default, neglect or misconduct; provided, however, that reasonable care shall have been exercised in the selection and continued employment of such attorneys and agents. (g) CERTAIN TRANSACTIONS. The Debt Warrant Agent, and any officer, director or employee thereof, may become the owner of, or acquire any interest in, any Debt Warrant, with the same rights that he, she or it would have if it were not the Debt Warrant Agent, and, to the extent permitted by applicable law, he, she or it may engage or be interested in any financial or other transaction with the Company and may serve on, or as depositary, trustee or agent for, any committee or body of holders of Underlying Debt Securities or other obligations of the Company as if it were not the Debt Warrant Agent. Nothing in this Agreement shall be deemed to prevent the Debt Warrant Agent from acting as Trustee under the Indenture. (h) NO LIABILITY FOR INTEREST. The Debt Warrant Agent shall not be liable for interest on any monies at any time received by it pursuant to any of the provisions of 9 this Agreement or of the Debt Warrant Certificates, except as otherwise agreed with the Company. (i) NO LIABILITY FOR INVALIDITY. The Debt Warrant Agent shall incur no liability with respect to the validity of this Agreement (except as to the due execution hereof by the Debt Warrant Agent) or any Debt Warrant Certificate (except as to the countersignature thereof by the Debt Warrant Agent). (j) NO RESPONSIBILITY FOR COMPANY REPRESENTATIONS. The Debt Warrant Agent shall not be responsible for any of the recitals or representations contained herein (except as to such statements or recitals as describe the Debt Warrant Agent or action taken or to be taken by it) or in any Debt Warrant Certificate (except as to the Debt Warrant Agent's countersignature on such Debt Warrant Certificate), all of which recitals and representations are made solely by the Company. (k) NO IMPLIED OBLIGATIONS. The Debt Warrant Agent shall be obligated to perform only such duties as are specifically set forth herein, and no other duties or obligations shall be implied. The Debt Warrant Agent shall not be under any obligation to take any action hereunder that may subject it to any expense or liability, the payment of which within a reasonable time is not, in its reasonable opinion, assured to it. The Debt Warrant Agent shall not be accountable or under any duty of responsibility for the use by the Company of any Debt Warrant Certificate countersigned by the Debt Warrant Agent and delivered by it to the Company pursuant to this Agreement or for the application by the Company of the proceeds of the issuance or exercise of Debt Warrants. The Debt Warrant Agent shall have no duty or responsibility in case of any default by the Company in the performance of its covenants or agreements contained herein or in any Debt Warrant Certificate or in case of the receipt of any written demand from a Holder with respect to such default, including, without limiting the generality of the foregoing, any duty or responsibility to initiate or attempt to initiate any proceedings at law or otherwise or, except as provided in Section 6.4 hereof, to make any demand upon the Company. (l) COMPLIANCE WITH APPLICABLE LAWS. The Debt Warrant Agent agrees to comply with all applicable federal and state laws imposing obligations on it in respect of the services rendered by it under this Debt Warrant Agreement and in connection with the Debt Warrants, including (but not limited to) the provisions of United States federal income tax laws regarding information reporting and backup withholding. The Debt Warrant Agent expressly assumes all liability for its failure to comply with any such laws imposing obligations on it, including (but not limited to) and liability for failure to comply with any applicable provisions of United States federal income tax laws regarding information reporting and backup withholding. 5.3. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR. (a) The Debt Warrant Agent may at any time resign as such by giving written notice to the Company, specifying the date on which such resignation shall become effective; provided that such date shall not be less than 90 days after the date on which such notice is 10 given, unless the Company agrees to accept a shorter notice. The Debt Warrant Agent may be removed at any time by the failure with it of an instrument in writing signed on behalf of the Company and specifying such removal and the date when it shall become effective. Notwithstanding the two preceding sentences, such resignation or removal shall take effect only upon the appointment by the Company, as hereinafter provided, of a successor Debt Warrant Agent (which shall be a bank or trust Company organized and doing business under the laws of the United States of America, any state thereof or the District of Columbia, authorized under the laws of such jurisdiction to exercise corporate trust powers and having at the time of its appointment as Debt Warrant Agent a combined capital and surplus (as set forth in its most recent published report of condition) of at least $50,000,000 and the acceptance of such appointment by such successor Debt Warrant Agent. (b) In case at any time the Debt Warrant Agent shall resign, or shall be removed, or shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or shall file a petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or under any other applicable federal or state bankruptcy law or similar law, or make an assignment for the benefit of its creditors, or consent to the appointment of a receiver or custodian for all or any substantial part of its property, or shall admit in writing its inability to pay or meet its debts as they mature, or if a receiver or custodian for it or for all of any court shall be entered for relief against it under the provisions of Title 11 of the United States Code, as now constituted or hereafter amended, or if any public officer shall have taken charge or control of the Debt Warrant Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Debt Warrant Agent, qualified as aforesaid, shall be appointed by the Company by an instrument in writing, filed with the successor Debt Warrant Agent. Upon the appointment as aforesaid of a successor Debt Warrant Agent and acceptance by the successor Debt Warrant Agent of such appointment, the Debt Warrant Agent so superseded shall cease to be Debt Warrant Agent hereunder. (c) Any successor Debt Warrant Agent appointed hereunder shall execute, acknowledge and deliver to its predecessor and to the Company and instrument accepting such appointment hereunder, and thereupon such successor Debt Warrant Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of such predecessor with like effect as if originally named as Debt Warrant Agent hereunder, and such predecessor, upon payment of its charges and disbursements then unpaid, shall thereupon become obligated to transfer, deliver and pay over, and such successor Debt Warrant Agent shall be entitled to receive, [the Debt Warrant Register and] all monies, securities and other property on deposit with or held by such predecessor (together with any books and records relating thereto), as Debt Warrant Agent hereunder. (d) The Company shall cause notice of the appointment of any successor Debt Warrant Agent to be [if registered Debt Warrants - mailed by first-class mail, postage prepaid, to each Holder at its address appearing on the Debt Warrant Register or, in the case of Debt Warrants that are issued with Offered Debt Securities and cannot then be transferred separately therefrom, on the security register for the Offered Securities] [if bearer Debt Warrants - published in an Authorized Newspaper (as defined in the Indenture) in The City of New York [and in such other city or cities as may be specified by the Company] at least twice within any 11 seven-day period]. Such notice shall set forth the name and address of the successor Debt Warrant Agent. Failure to give any notice provided for in this Section 5.3(d), or any defect therein, shall not, however, effect the legality or validity of the appointment of the successor Debt Warrant Agent. (e) Any corporation into which the Debt Warrant Agent may be merged or converted, or any corporation with which the Debt Warrant Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Debt Warrant Agent shall be a party, or any corporation to which the Debt Warrant Agent shall sell or otherwise transfer all or substantially all of its assets and business, shall be the successor Debt Warrant Agent under this Agreement without the execution or filing of any paper, the giving of any notice to Holders or any further act on the part of the parties hereto, provided that such corporation be qualified as aforesaid. 5.4 OFFICE. The Company will maintain an office or agency where Debt Warrant Certificates may be presented for exchange [, transfer] or exercise. The office initially designated for this purpose shall be the corporate trust office of the Debt Warrant Agent at _________________. ARTICLE 6. MISCELLANEOUS 6.1 CONSOLIDATION OR MERGER OF THE COMPANY AND CONVEYANCE OR TRANSFER PERMITTED SUBJECT TO CERTAIN CONDITIONS. To the extent permitted in the Indenture, the Company may consolidate with or merge into another corporation or other entity, or convey or transfer all or substantially all of its properties and assets to any other corporation or other entity. 6.2 RIGHTS AND DUTIES OF SUCCESSOR CORPORATION. In case of any such consolidation, merger, conveyance or transfer and upon any assumption of the duties and obligations of the Company by the successor corporation, such successor corporation shall succeed to and be substituted for the Company, with the same effect as if it had been named herein, and the Company shall be relieved of any further obligation under this Agreement and the Debt Warrants. Such successor corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Underlying Debt Securities issuable pursuant to the terms hereof. All the Underlying Debt Securities so issued shall in all respects have the same legal rank and benefit under the Indenture as the Underlying Debt Securities theretofore issued in accordance with the terms of this Agreement and the Indenture. In case of any such consolidation, merger, conveyance or transfer, such changes in phraseology and form (but not in substance) may be made in the Underlying Debt Securities thereafter to be issued as may be appropriate. 12 6.3 SUPPLEMENTS AND AMENDMENTS. (a) The Company and the Debt Warrant Agent from time to time may supplement or amend this Agreement without the approval of any Holder in order to cure any ambiguity, to correct or supplement any provision contained herein that may be defective or inconsistent with any other provision herein, or to make any other provision in regard to matters of questions arising hereunder that the Company and the Debt Warrant Agent may deem necessary or desirable and that shall not adversely affect the interests of the Holders. Every Holder of Debt Warrants, whether issued before or after any such supplement or amendment, shall be bound thereby. Promptly after the effectiveness of any supplement or amendment that affects the interests of the Holders, the Company shall give notice thereof, as provided in Section 5.3(d) hereto, to the Holders affected thereby, setting forth, in general terms, the substance of such supplement or amendment. (b) The Company and the Debt Warrant Agent may modify or amend this Agreement and the Debt Warrant Certificates with the consent of the Holders of not fewer than a majority in number of the then outstanding unexercised Debt Warrants affected by such modification or amendment, for any purpose; provided, however, that no such modification or amendment that shortens the period of time during which the Debt Warrants may be exercised, or otherwise materially and adversely affects the exercise rights of the Holders or reduces the percentage of Holders of outstanding Debt Warrants the consent of which is required for modification or amendment of this Agreement or the Debt Warrants, may be without the consent of each Holder affected thereby. 6.4 NOTICES AND DEMANDS TO THE COMPANY AND DEBT WARRANT AGENT. If the Debt Warrant Agent shall receive any notice or demand addressed to the Company by a Holder pursuant to the provisions of this Agreement or a Debt Warrant Certificate (other than notices relating to the exchange [,transfer] or exercise of Debt Warrants), the Debt Warrant Agent shall promptly forward such notice or demand to the Company. 6.5 ADDRESSES FOR NOTICES. Any communications from the Company to the Debt Warrant agent with respect to this Agreement shall be directed to _____________, Attention: ________________, and any communications from the Debt Warrant Agent to the Company with respect to this Agreement shall be directed to The Goodyear Tire & Rubber Company, 1144 East Market Street, Akron, Ohio 44316-0001, Attention: Treasurer, with a copy to the Secretary (or such other address as shall be specified in writing by the Debt Warrant Agent or by the Company). 6.6 GOVERNING LAW. This Agreement and the Debt Warrants shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such state. 6.7 DELIVERY OF PROSPECTUS. The Company will furnish to the Debt Warrant Agent sufficient copies of a prospectus or prospectuses relating to the Underlying Debt Securities deliverable upon exercise of any outstanding Debt Warrants (each a "Prospectus"), 13 and the Debt Warrant Agent agrees to deliver to the Holder of a Debt Warrant, prior to or concurrently with the Deliver of the Underlying Debt Securities issued upon the exercise thereof, a copy of the Prospectus relating to such Underlying Debt Securities. 6.8 GOVERNMENTAL APPROVALS. The Company will take such action as may be necessary to obtain any keep effective any and all permits, consents and approvals of governmental agencies and authorities, and will make all filings under federal and state securities laws (including, without limitations, the maintenance of the effectiveness of a registration statement in respect of the Underlying Debt Securities under the Securities Act of 1933), as may be or become requisite in connection with the issuance, sale, transfer and deliver of Debt Warrants and Debt Warrant Certificates, the exercise of Debt Warrants and the issuance, sale and delivery of Underlying Debt Securities issued upon exercise of Debt Warrants. 6.9 PERSONS HAVING RIGHTS UNDER DEBT WARRANT AGREEMENT. Nothing in this Agreement, expressed or implied, and nothing that may be inferred from any of the provisions hereof, is intended or shall be construed to confer upon or give to any person or corporation other than the Company, the Debt Warrant Agent and the Holders any right, remedy or claim under or by reason of this Agreement or any covenant, condition, stipulation, promise or agreement herein; and all covenants, conditions, stipulations, promises and agreements herein shall be for the sole and exclusive benefit of the Company, the Debt Warrant Agent and their respective successors and the Holders. 6.10 HEADINGS. The descriptive headings of the several Articles and Sections of this Agreement are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof. 6.11 COUNTERPARTS. This Agreement may be executed in one or more counterparts and, when a counterpart has been executed and delivered by each party hereto, all such counterparts taken together shall constitute one and the same agreement. 6.12 INSPECTION OF AGREEMENT. A copy of this Agreement shall be available during business hours at the office of the Debt Warrant Agent for inspection by any Holder. The Debt Warrant Agent may require such Holder to submit its Debt Warrant Certificate for inspection prior to making such copy available. 14 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed, all as of the day and year first above written. THE GOODYEAR TIRE & RUBBER COMPANY By -------------------------------------- ---------------------------------------- [Printed Name and Title] Attest: Name: ------------------------- Title: ------------------------ ----------------------------------------- [Name of Debt Warrant Agent] By --------------------------------------- [Printed Name and Title] Attest: Name: ------------------------- Title: ------------------------ 15 EXHIBIT A (Form of Debt Warrant Certificate) VALID ONLY IF COUNTERSIGNED BY THE DEBT WARRANT AGENT AS PROVIDED HEREIN NO. W-___ DEBT WARRANT CERTIFICATE REPRESENTING [ ]DEBT WARRANTS OF THE GOODYEAR TIRE & RUBBER COMPANY AS DESCRIBED HEREIN VOID AFTER 5:00 P.M. (NEW YORK CITY TIME) ON ______________, 20__ UNLES SUCH DATE IS ACCELERATED BY THE COMPANY AS PROVIDED HEREIN This certifies that (name of registered holder) is the owner of the above indicted number of Debt Warrants ("Debt Warrants"), of The Goodyear Tire & Rubber Company (the "Company"), a corporation duly organized and existing under the laws of the State of Ohio, on the following basis: each Debt Warrant evidenced hereby entitles the holder hereof to purchase from the Company [one] [insert principal amount and title of Debt Securities that may be purchased] (each a "Debt Security", collectively "Debt Securities"), exercisable as hereinafter provided. The registered owner may exercise all or any part of the Debt Warrants evidenced hereby by providing certain information set forth on the back hereof and by paying in full, in lawful money of the United States of America by certified check or bank wire transfer in immediately available funds, the exercise price (the "Exercise Price") of [$______] [ ] for each Debt Warrant exercised to the Warrant Agent (as hereinafter defined) and by surrendering this Debt Warrant Certificate, with the form of election to purchase on the back hereof properly completed and duly executed, at the principal corporate trust office of [_______________] or its successor as Warrant Agent (the "Warrant Agent") (on the date hereof at the address specified on the reverse hereof), and upon compliance with and subject to the conditions set forth herein and in the Debt Warrant Agreement (as hereinafter defined). This Debt Warrant Certificate may be exercised, in whole or in part, to purchase the [Debt Security] [Debt Securities]. Upon any partial exercise of this Debt Warrant Certificate there shall be issued to the holder hereof a new Debt Warrant Certificate with respect to the number of Debt Warrants as to which this Debt Warrant Certificate was not exercised. A-1 This Debt Warrant Certificate is issued under and in accordance with the Debt Warrant Agreement dated as of [____________, 20___] (the "Debt Warrant Agreement"), between the Company and the Warrant Agent and is subject to the terms and provisions contained in the Debt Warrant Agreement, to all of which terms and provisions the holder of this Debt Warrant Certificate consents by acceptance hereof. Copies of the Debt Warrant Agreement are on file at the above mentioned office of the Warrant Agent. The Debt Warrant Agreement is hereby incorporated by reference and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders of the Debt Warrants. No Debt Warrant may be exercised after the close of business on (i) ___________, 20__ or (ii) [ ] (such date of expiration, or such earlier date, is hereafter referred to as the "Expiration Date"). After 5:00 p.m. (New York City time) on the Expiration Date, the Debt Warrants will become in all respects wholly void and of no value. The Exercise Price is subject to adjustment as set forth below: [insert applicable adjustment provisions] In the event of an adjustment in Exercise Price, the Company shall mail a notice to each registered holder of Debt Warrant Certificates of the adjustment in Exercise Price. [insert any applicable conditions to exercise] The Company, the Warrant Agent and any other person may deem and treat the registered holder hereof as the absolute owner of this Debt Warrant Certificate (notwithstanding any notation of ownership or other writing hereon), for the purpose of the exercise hereof and for all other purposes, and neither the Company nor the Warrant Agent nor any other person shall be affected by any notice to the contrary. After countersignature by the Warrant Agent and prior to the expiration of this Debt Warrant Certificate, this Debt Warrant Certificate may be transferred or exchanged at the principal corporate trust office of the Warrant Agent for Debt Warrant Certificates representing in the aggregate a like number of Debt Warrants. This Debt Warrant Certificate shall not entitle the holder hereof to any of the rights of a holder of the Debt Securit(y)(ies), including, without limitation, the right to: (i) receive interest or other payments in respect of the Debt Securit(y)(ies), (ii) exercise any conversion or exchange right or other right or privilege in respect of the Debt Securit(y)(ies), or (iii) enforce any rights of a holder of the Debt Securit(y)(ies), that may be acquired upon the exercise of this Debt Warrant A-2 Certificate. This Debt Warrant Certificate shall not be valid or obligatory for any purpose until countersigned by the Warrant Agent. Dated as of ____________, 20__ THE GOODYEAR TIRE & RUBBER COMPANY By: ------------------------------- Title: ---------------------------- (Corporate Seal) Attest: - ------------------------------------ Title: ------------------------------ Countersigned: As Warrant Agent By: --------------------------------- Authorized Signature A-3 (Instructions for Exercise of Debt Warrants) To exercise the Debt Warrants represented hereby, the Debt Warrant holder shall pay in full, by certified check or by bank wire transfer in immediately available funds, the Exercise Price for the Debt Warrants exercised to the Warrant Agent with instructions specifying the name and address of the Debt Warrant holder. In addition, the Debt Warrant holder should complete the information required below and mail this Debt Warrant Certificate by registered mail or deliver this Debt Warrant Certificate by hand to the Debt Warrant Agent at the address set forth below. This Debt Warrant Certificate, properly completed and duly executed, must be received by the Warrant Agent before any Debt Securit(y)(ies) subject hereto will be issued. A-4 (Form of Election to Purchase) (To be executed upon exercise of Debt Warrant) The undersigned hereby irrevocably elects to exercise the right, represented by the within Debt Warrant Certificate, to purchase _____ [insert principal amount [$ ] of [insert title of the Debt Security] (the "Debt Securities") of The Goodyear Tire & Rubber Company and represents that the undersigned has tendered payment for the Debt Securities by certified check or by bank wire transfer in immediately available funds to the Debt Warrant Agent in the amount of $________ in accordance with the terms hereof. The undersigned requests that the certificates representing the Debt Securities be registered in such names and delivered, all as specified in accordance with the instructions set forth below. If said principal amount of Debt Securities is less than the aggregate principal amount of Debt Securities purchasable hereunder, the undersigned requests that a new Debt Warrant Certificate representing Debt Warrants for the right to purchase the remaining balance of the Shares evidenced hereby be registered, issued and delivered to the undersigned unless otherwise specified in the instructions below. Dated: Name: ------------------------------------------- Address: - -------------------------------------- ---------------------------------------- (Insert Social Security or Taxpayer Identification Number) ------------------------------------------------ Signature --------------------------------------- (Must conform exactly to Name of registered owner of the Debt Warrant Certificate)

This Debt Warrant may be exercised at the following address: By hand at ------------------------------------------------------------ By mail to ------------------------------------------------------------- Attention: ---------------------------------------------------- Instructions as to form and delivery of Shares and/or Debt Warrant Certificates (if other than as indicated above) [Alternative instructions if Debt Securities are issued in the form of a global security] A-5 (Form of Assignment) (To be executed by the registered holder in order to transfer Debt Warrants) For Value Received, the undersigned hereby sells, assigns and transfers unto - ------------------------------ (Please insert Social Security or Taxpayer Identification Number of Assignee) - -------------------------------------------------------------------------------- (Please print or typewrite name and address of Assignee) Debt Warrants represented by this Debt Warrant Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ________________, Attorney-in-Fact, to transfer such Debt Warrants on the books of The Goodyear Tire & Rubber Company, with full power and substitution in the premises. Name: ---------------------------------------- (Please Print) Address -------------------------------------- Signature ------------------------------------ (Must conform exactly to name of registered owner) (signature guarantee) A-6 EX-4.8 12 l93286aexv4w8.txt EX-4.8 STOCK WARRANT AGREEMENT EXHIBIT 4.8 STOCK WARRANT AGREEMENT DATED AS OF ________________, 20__ FOR WARRANTS TO PURCHASE [UP TO _________________ SHARES OF COMMON STOCK EXPIRING _____________, _________________ .] BETWEEN THE GOODYEAR TIRE & RUBBER COMPANY AND [ ], AS WARRANT AGENT [ALTERNATIVES REPRESENTED BY BRACKETED OR BLANK SECTIONS HEREIN SHALL BE DETERMINED IN CONFORMITY WITH THE APPLICABLE PROSPECTUS SUPPLEMENT OR SUPPLEMENTS] STOCK WARRANT AGREEMENT THIS STOCK WARRANT AGREEMENT, dated as of ________________, between THE GOODYEAR TIRE & RUBBER COMPANY, a corporation duly organized and existing under the laws of the State of Ohio (the "Company"), and __________________, a __________ duly organized and existing under the laws of the State of ______________, as Warrant Agent (the "Warrant Agent"). WITNESSETH WHEREAS, the Company proposes to issue warrant certificates evidencing one or more stock warrants (the "Stock Warrants" or, individually a "Stock Warrant") representing the right to purchase shares of the Company's Common Stock, without par value (the "Common Stock"), which may be purchased upon the exercise of Stock Warrants (being hereinafter referred to as the "Shares" and such stock warrant certificates and other stock warrant certificates issued pursuant to this Agreement being herein called the "Stock Warrant Certificates"); and WHEREAS, the Company has duly authorized the execution and delivery of this Stock Warrant Agreement to provide for the issuance of Stock Warrants to be exercisable at such times and for such prices, and to have such other provisions, as shall be fixed as hereinafter provided; and WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company in connection with the issuance, exchange, transfer, exercise and replacement of the Stock Warrant Certificates, and in this Agreement wishes to set forth, among other things, the form and provisions of the Stock Warrant Certificates and the terms and conditions on which they may be issued, exchanged, transferred, exercised and replaced; NOW, THEREFORE, in consideration of the premises and of the mutual agreements herein contained, the parties hereto agree as follows: ARTICLE 1 ISSUANCE OF STOCK WARRANTS AND EXECUTION AND DELIVERY OF STOCK WARRANT CERTIFICATES SECTION 1.1. ISSUANCE OF STOCK WARRANTS. Stock Purchase Warrants may be issued from time to time, together with or separately from shares of Common Stock [or other securities issued by the Company]. Prior to the issuance of any Stock Warrants, there shall be established [by a certificate signed by] [by resolutions adopted by][the Board of Directors of the Company] [a special committee of the Board of Directors of the Company], (the "Board Action") [The following matters, to the extent applicable to the Stock Warrants, shall be addressed in the Board Actions: (a) the title and aggregate number of such Stock Warrants; and (b) the offering price of such Stock Warrants; and 1 (c) the number of shares of Common Stock that may be purchased upon the exercise of such Stock Warrants; and (d) the price, at which the shares of Common Stock may be purchased upon the exercise of the Stock Warrants ("Warrant Exercise Price"); and (e) the currency or currencies, including currency units, in which the Warrant Exercise Price may be payable; and (f) the time or times at which, or period or periods during which, such Stock Warrants may be exercised and the final date on which such Stock Warrants may be exercised (the "Expiration Date"); and (g) the terms of any right to redeem such Stock Warrants; and (h) whether such Stock Warrants are to be issued with any shares of Common Stock or other securities issued by the Company and, if so, the number of such shares of Common Stock, the numbers or amount of other securities to be issued by the Company ("offered securities"), and the number of Stock Warrants to be issued with each share of Common Stock or units or amount of other securities; and (i) the date, if any, after which the Stock Warrants and the related shares of Common Stock or other offered securities, if any, will be separately transferable (the "Detachment Date"); and (j) the terms of any right of the Company to accelerate the Stock Warrants upon the occurrence of certain events; and (k) any other terms of such Stock Warrants (not inconsistent with the provisions of this Agreement).] Stock Warrants shall be designated as set forth in the Stock Warrant Certificate therefor. Each Stock Warrant Certificate shall evidence one or more Stock Warrants. Each Stock Warrant evidenced thereby shall represent the right, subject to the provisions contained herein and therein, to purchase one Share of Common Stock. SECTION 1.2. EXECUTION OF STOCK WARRANT CERTIFICATES. (a) Each Stock Warrant Certificate, whenever issued, shall be in registered form substantially in the form set forth in Exhibit A hereto, appropriately completed, and shall be dated as of the date of issuance thereof and may have such letters, numbers or other marks of identification or designation and such legends or endorsements printed, lithographed or engraved thereon as the officers of the Company executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Stock Warrant Certificates may be listed. 2 (b) The Stock Warrant Certificates shall be signed in the name of and on behalf of the Company by the Chairman of the Board, any President, any Vice Chairman of the Board, any Executive Vice President, any Senior Vice President or by the Treasurer of the Company and under the corporate seal of the Company attested by the Secretary or any Assistant Secretary of the Company. Such signatures may be manual or facsimile signatures of the present or any future such authorized officers and may be imprinted or otherwise reproduced on the Stock Warrant Certificates. The seal of the Company may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Stock Warrant Certificates. (c) No Stock Warrant Certificate shall be valid or exercisable until it has been countersigned by the manual or facsimile signature of the Warrant Agent. Such signature of the Warrant Agent upon any Stock Warrant Certificate issued by the Company shall be conclusive evidence that the Stock Warrant Certificate so countersigned has been duly delivered hereunder. (d) In the event that at any time the name of the Warrant Agent shall be changed (including by operation of Section 10.3(e)) and at such time any of the Stock Warrant Certificates shall have been countersigned but not delivered, the Warrant Agent may adopt the countersignature under its prior name; and in the event that at that time any of the Stock Warrant Certificates shall not have been countersigned, the Warrant Agent may countersign such Stock Warrant Certificates either in its prior name or in its changed name and in all such events such Stock Warrant Certificates shall have full force and effect as provided in the Stock Warrant Certificates in this Agreement. (e) If any authorized officer of the Company who shall have signed any of the Stock Warrant Certificates either manually or by facsimile signature shall cease to be such officer before the Stock Warrant Certificate so signed shall have been countersigned and delivered by the Warrant Agent, such Stock Warrant Certificates nevertheless may be countersigned and delivered as though the person who signed such Stock Warrant Certificates had not ceased to be an authorized officer of the Company; and any Stock Warrant Certificate may be signed on behalf of the Company by such persons as shall be, at the actual date of the execution of such Stock Warrant Certificate, authorized officers of the Company, although at the date of the execution of this Agreement any such person was not such officer. SECTION 1.3. ISSUANCE OF STOCK WARRANT CERTIFICATES. Stock Warrant Certificates relating to Stock Warrants to purchase Shares (except as provided in Section 3.2) may be executed by the Company and delivered to the Warrant Agent upon the execution of this Stock Warrant Agreement or from time to time thereafter. The Warrant Agent shall, upon receipt of Stock Warrant Certificates duly executed on behalf of the Company, countersign Stock Warrant Certificates evidencing Stock Warrants representing the right to purchase Shares of Common Stock and shall deliver such Stock Warrant Certificates to or upon the order of the Company. Subsequent to such original issuance of the Stock Warrant Certificates, the Warrant Agent shall countersign a Stock Warrant Certificate only if the Stock Warrant Certificate is issued upon registration of transfer of in exchange or substitution for one or more of the previously countersigned Stock Warrant Certificates, as hereinafter provided. The Stock Warrant 3 Certificates may be issued in as a global security when duly executed and countersigned as provided in Section 1.2. SECTION 1.4. TEMPORARY STOCK WARRANT CERTIFICATE. Pending the preparation of definitive Stock Warrant Certificates, the Company may execute and the Warrant Agent shall countersign and deliver temporary Stock Warrant Certificates (printed, lithographed, typewritten or otherwise reproduced, in each case, in form satisfactory to the Warrant Agent). Temporary Stock Warrant Certificates shall be issuable substantially in the form of the definitive Stock Warrant Certificates but with such omissions, insertions and variations as may be appropriate for temporary Stock Warrant Certificates, all as may be determined by the Company with the concurrence of the Warrant Agent. Temporary Stock Warrant Certificates may contain such reference to any provision of this Stock Warrant Agreement as may be appropriate. Every temporary Warrant Certificate shall be executed by the Company and shall be countersigned by the Warrant Agent upon the same conditions and in substantially the same manner, and with like effect, as the definitive Stock Warrant Certificates. Without unreasonable delay, the Company shall execute and shall furnish definitive Stock Warrant Certificates and thereupon temporary Stock Warrant Certificates may be surrendered in exchange therefor without charge pursuant to Section 1.5, and the Warrant Agent shall countersign and deliver in exchange for such temporary Stock Warrant Certificates such definitive Stock Warrant Certificates representing in the aggregate a like number of Stock Warrants as will entitle the holder to receive (upon exercise of such definitive Stock Warrant Certificates) Shares in a number equal to that which such holder would have been entitled upon exercise of the temporary Stock Warrant Certificates so surrendered. Until so exchanged, the temporary Stock Warrant Certificates shall be entitled to the same benefits under this Stock Warrant Agreement as definitive Stock Warrant Certificates. SECTION 1.5. REGISTRATION OF TRANSFER AND EXCHANGE. (a) The Company shall keep at the office of the Warrant Agent specified in Section 2.3 a register or registers in which, subject to such regulations as it may prescribe, it shall register, and shall register the transfer of, Stock Warrant Certificates as provided in this Section. Such register shall be in written form in the English language or in any other form capable of being converted into such form within a reasonable time. (b) Upon due presentation for registration of transfer of any Stock Warrant Certificates at the office of the Warrant Agent specified in Section 2.3, the Company shall execute and the Warrant Agent shall countersign and deliver in the name of the transferee or transferees a new Stock Warrant Certificate or Stock Warrant Certificates of the same tenor and for a like number of Stock Warrants. (c) Any Stock Warrant Certificates may be exchanged for Stock Warrant Certificates representing a like number of Stock Warrants. A Stock Warrant Certificate or Stock Warrant Certificates to be exchanged shall be surrendered at the office of the Warrant Agent specified in Section 2.3, and the Company shall execute and the Warrant Agent shall countersign and deliver in exchange therefor the Stock Warrant Certificate or Stock Warrant Certificates which the holder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. 4 (d) The Company, the Warrant Agent and any other person may deem and treat the registered holder thereof as the absolute owner of any Stock Warrant Certificate (notwithstanding any notation of ownership or other writing thereon), for the purpose of the exercise thereof and for all other purposes, and neither the Company nor the Warrant Agent nor any other person shall be affected by any notice to the contrary. (e) All Stock Warrant Certificates presented for registration of transfer or exchange, or on exercise, shall (if so required by the Company or the Warrant Agent) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Warrant Agent, duly executed by the holder or his attorney duly authorized in writing. (f) The Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any exchange or registration of transfer of Stock Warrant Certificates. No service charge shall be made for any such transaction. (g) All Stock Warrant Certificates issued upon any registration of transfer or exchange of Stock Warrant Certificates shall be valid obligations of the Company, evidencing the same rights, and entitled to the same benefits under this Stock Warrant Agreement, as the Stock Warrant Certificates surrendered upon such registration or transfer of exchange. SECTION 1.6. DEFINITION OF HOLDER. The terms "holder" or "Warrant holder" or other similar term means the person or persons in whose name or names such Stock Warrant Certificate shall then be registered as set forth in the Stock Warrant Register to be maintained by the Stock Warrant Agent pursuant to Section 1.5 for that purpose or, in the case of Stock Warrants that are issued with shares of Common Stock and cannot then be transferred separately therefrom, [if registered Stock Warrants are issued with shares of Common Stock that are not then detachable - the person or persons in whose name or names the related shares of Common Stock shall be registered as set forth in the security registered for such shares of Common Stock, prior to the Detachment Date.] [If Registered Stock Warrants and Common Stock are issued that are detachable - the Company will, or will cause the security register of the Common Stock to, make available to the Stock Warrant Agent at all times (including after the Detachment Date, in the case of Stock Warrants originally issued with the Common Stock and not subsequently transferred separately therefrom] such information as to holders of Common Stock with Stock Warrants as may be necessary to keep the Warrant Register up to date. ARTICLE 2 STOCK WARRANT EXERCISE PRICE, DURATION AND EXERCISE OF STOCK WARRANT SECTION 2.1. STOCK WARRANT EXERCISE PRICE. Each Stock Warrant entitles the holder of the Stock Warrant Certificates therefor to purchase from the Company one fully paid and nonassessable Share at an initial exercise price (the "Exercise Price") [of $__________, payable as hereinafter provided]. The Stock Warrants shall be exercisable from [_______, __ to _______, ___] [during the period or periods] [specified in the Board Action] [in the Stock Warrant Certificates evidencing such Stock Warrant]. 5 SECTION 2.2. DURATION OF STOCK WARRANTS. The Stock Warrants expire (i) at 5:00 p.m. (New York City time), on ______________, 20__ or (ii) such earlier date as shall be provided in the Stock Warrants (such date of expiration being herein referred to as the "Expiration Date"). Each Stock Warrant not exercised at or before 5:00 p.m. (New York City time) on the Expiration Date shall become void, and all rights of the holder under the Stock Warrant Certificate evidencing such Warrant and under this Agreement shall thereupon cease. SECTION 2.3. EXERCISE OF STOCK WARRANTS. (a) During the period specified in, or determined in accordance with, Section 2.2, any whole number of Stock Warrants, if the Stock Warrant Certificate evidencing the same shall have been countersigned by the Warrant Agent, may be exercised by providing certain information set forth on the reverse side of the Stock Warrant Certificate and by paying in full, in lawful money of the United States of America by certified check or by bank wire transfer in immediately available funds, the Exercise Price for each Stock Warrant exercised, to the Warrant Agent at its principal corporate trust office, at ____________; provided that such exercise is subject to receipt by the Warrant Agent of the Stock Warrant Certificate with the form of election to purchase Securities set forth on the reverse side of the Stock Warrant Certificate properly completed and duly executed. The date on which payment in full of the Exercise Price is received by the Warrant Agent shall, subject to receipt of the Stock Warrant Certificate as aforesaid, be deemed to be the date on which the Stock Warrant is exercised. The Warrant Agent shall immediately deposit all funds received by it in payment of this Exercise Price in the account of the Company maintained with it for such purpose and shall advise the Company immediately by telephone of the receipt and amount of such funds for the exercise of Stock Warrants. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing. No fractional Shares of Common Stock will be issued upon any surrender of Stock Warrant Certificates. (b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company of (i) the number of Stock Warrants exercised in accordance with the terms and conditions of this Agreement and the Stock Warrant Certificates, (ii) the instructions of each holder of the Stock Warrant Certificates evidencing such Stock Warrants with respect to delivery of the Securities to which such holder is entitled upon such exercise and delivery of Stock Warrant Certificates evidencing the balance, if any, of the Stock Warrants remaining after such exercise, and (iii) such other information as the Company shall reasonably request. Such advice may be given by telephone, promptly confirmed in writing. (c) As soon as practicable after the exercise of any Stock Warrant or Stock Warrants, the Company shall issue and deliver to or upon the order of the holder of the Stock Warrant Certificate evidencing such Stock Warrant or Stock Warrants, the Shares of Common Stock, fully-paid and nonassessable, to which such holder is entitled, in such name or names as may be directed by such holder, and, if fewer than all the Stock Warrants evidenced by such Stock Warrant Certificate were exercised, a new Stock Warrant Certificate for the number of Stock Warrants remaining unexercised, but in no event will any fractional Share of Common Stock be 6 issued with regard to such Stock Warrant Certificate. No adjustments will be made for any cash dividends on Shares of Common Stock issuable upon the exercise of a Stock Warrant. SECTION 2.4. PAYMENT OF TAXES. The Company will pay all stamp and other taxes, if any, to which, under the Laws of the United States of America, this Agreement or the original issuance of the Stock Warrant Certificates may be subject. The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer, exchange or reissue involved in the issue of the Stock Warrant Certificates or the Shares of Common Stock; and, if any such transfer, exchange or reissue is involved, the Company shall not be required to issue or deliver any Stock Warrant Certificates until such tax or other charge shall have been paid or it has been established to the Company's satisfaction that no such tax or other charge is due. ARTICLE 3 OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF STOCK WARRANT CERTICIATES SECTION 3.1. NO RIGHTS AS HOLDER OF SHARES OF COMMON STOCK CONFERRED BY STOCK WARRANTS OR STOCK WARRANT CERTIFICATES. No Stock Warrant Certificate or Stock Warrant shall entitled the holder thereof to any of the rights of a holder of the Shares, including, without limitation, voting, dividend or liquidation rights. SECTION 3.2. LOST, STOLEN, DESTROYED OR MUTILATED STOCK WARRANT CERTIFICATES. Upon receipt by the Company and the Warrant Agent of evidence reasonably satisfactory to them of the ownership of and the loss, theft, destruction or mutilation of any Stock Warrant Certificate and of indemnity reasonably satisfactory to them and, in the case of mutilation, upon surrender thereof to the Warrant Agent for cancellation, then, in the absence of notice to the Company or the Warrant Agent that ownership of such Stock Warrant Certificate has been acquired by a bona fide purchaser for value, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, in exchange for or in lieu of the lost, stolen, destroyed or mutilated Stock Warrant Certificate, a substitute Stock Warrant Certificate of the same tenor and for a like number of Stock Warrants. Upon the receipt by the Warrant Agent of a sum sufficient to cover any tax or other governmental change that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Warrant Agent) in connection therewith, such substitute Stock Warrant Certificate will be delivered. Every substitute Stock Warrant Certificate executed and delivered pursuant to this Section in lieu of any lost, stolen or destroyed Stock Warrant Certificate shall constitute an additional contractual obligation of the Company, whether or not the lost, stolen or destroyed Stock Warrant Certificate shall be at any time enforceable by anyone, and shall be entitled to the benefits of this Agreement equally and proportionately with any and all other Stock Warrant Certificates fully executed and delivered hereunder. The provisions of this Section 3.1 are exclusive with respect to the replacement of lost, stolen, destroyed or mutilated Stock Warrant Certificates and shall preclude (to the extent permitted by law) any and all other rights or remedies notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement of lost, stolen, destroyed or mutilated securities. 7 SECTION 3.3. HOLDER OF STOCK WARRANT CERTIFICATE MAY ENFORCE RIGHTS. Notwithstanding any of the provisions of this Agreement, any holder of any Stock Warrant Certificate, without the consent of the Warrant Agent, the holder of any Share or Shares of Common Stock [or any other offered security] or the holder of any other Stock Warrant Certificate or the holder of any other security issued by the Company, may in and for such holder's own behalf, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise in respect of the right to exercise the Stock Warrant or Stock Warrants evidenced by the Stock Warrant Certificate in the manner provided in such holder's Stock Warrant Certificate and in this Agreement. SECTION 3.4. MERGER, CONSOLIDATION, SALE, TRANSFER OR CONVEYANCE. (a) In case any of the following shall occur while any Stock Warrants are outstanding: (i) any reclassification or change of the outstanding shares of Common Stock; or (ii) any consolidation or merger to which the Company is party (other than a consolidation or a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change in, the outstanding shares of Common Stock issuable upon exercise of the Stock Warrants); or (iii) any sale, conveyance or lease to another corporation of the property of the Company as an entirety or substantially as an entirety, then the Company, or such successor or purchasing corporation, as the case may be, shall make appropriate provision by amendment of this Agreement or otherwise so that the holders of the Stock Warrants then outstanding shall have the right at any time thereafter, upon exercise of such Stock Warrants, to purchase the kind and amount of shares of stock and other securities and property receivable upon such a reclassification, change, consolidation, merger, sale, conveyance or lease, as would be received by a holder of the number of Shares of Common Stock issuable upon exercise of such Stock Warrant immediately prior to such reclassification, change, consolidation, merger, sale, conveyance or lease, and, in the case of a consolidation, merger, sale, conveyance or lease, the Company shall thereupon be relieved of any further obligation hereunder or under the Stock Warrants, and the Company as the predecessor corporation may thereupon or at any time thereafter be dissolved, wound up or liquidated. Such successor or assuming corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Stock Warrants issuable hereunder which theretofore shall not have been signed by the Company, and may execute and deliver shares of its [common stock] [equity securities] in its own name, in fulfillment of its obligations to deliver Common Stock upon exercise of the Stock Warrants. All Stock Warrants so issued shall in all respects have the same legal rank and benefit under this Agreement as the Stock Warrants theretofore or thereafter issued in accordance with the terms of this Agreement as though all of such Stock Warrants had been issued at the date of the execution hereof. In any case of any such reclassification, change, consolidation, merger, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Stock Warrants thereafter to be issued as may be appropriate. (b) The Stock Warrant Agent may receive a written opinion of legal counsel as conclusive evidence that any such merger, consolidation, sale, transfer, conveyance or other disposition of substantially all of the assets of the Company complies with the provisions of this Section 3.4. 8 3.5. TREATMENT OF HOLDERS OF STOCK WARRANT CERTIFICATES. (a) In the event that the Stock Warrants are offered together with, and, prior to the Detachment Date, are not detachable from, offered securities, the Company, the Stock Warrant Agent, and all other persons may, prior to such Detachment Date, treat the holder of the offered security as the holder of the Stock Warrant Certificates initially attached thereto for any purpose and as the person entitled to exercise the rights represented by the Stock Warrants evidenced by such Stock Warrant Certificates, any notice to the contrary notwithstanding. After the Detachment Date and prior to due presentment of any Stock Warrant Certificate for registration or transfer, the Company and the Stock Warrant Agent may treat the registered holder of a Stock Warrant Certificate as the absolute holder thereof for any purpose and as the person entitled to exercise the rights presented by the Stock Warrants evidenced thereby, any notice to the contrary notwithstanding. (b) In all other cases, the Company and the Stock Warrant Agent may treat the registered holder of a Stock Warrant Certificate as the absolute holder thereof for any purpose and as the person entitled to exercise the rights represented by the Stock Warrants evidenced thereby, any notice to the contrary notwithstanding. ARTICLE 4 CANCELLATION SECTION 4.1. CANCELLATION OF STOCK WARRANT CERTIFICATES. Any Stock Warrant Certificate surrendered for exchange or exercise of the Stock Warrants evidenced thereby shall, if surrendered to the Company, shall be delivered to the Warrant Agent and all Stock Warrant Certificates surrendered or so delivered to the Warrant Agent shall be promptly cancelled by the Warrant Agent and shall not be reissued and, except as expressly permitted by this Agreement, no Stock Warrant Certificate shall be issued hereunder in lieu thereof. The Warrant Agent shall from time to time destroy the cancelled Stock Warrant Certificates and furnish to the Company a certificate evidencing such destruction. ARTICLE 5 RESERVATION OF SHARES SECTION 5.1. RESERVATION OF SHARES FOR ISSUANCE UPON EXERCISE OF WARRANTS. For the purpose of enabling it to satisfy any obligation to issue Shares of Common Stock upon the exercise of Stock Warrants, the Company shall at all times through 5:00 p.m. (New York City time) on the Expiration Date, reserve, and keep available and free from preemptive rights, out of its authorized but unissued capital stock, the number of Shares deliverable upon the exercise of all outstanding Stock Warrants, and the transfer agent(s) for such Shares of Common Stock are hereby irrevocably authorized and directed at all times to reserve such number of authorized and unissued Shares as may be required for such purpose. The Company shall deposit a copy of this Agreement with the transfer agent for the Common Stock. The Warrant Agent is hereby irrevocably authorized to requisition from time to time from such transfer agents stock certificates issuable upon exercise of outstanding Stock Warrants, and the Company shall supply such transfer agent with duly executed stock certificates for such purpose. 9 Before taking any action which would cause an adjustment pursuant to Article 6, the Company shall take any corporate action which may, in the opinion of its counsel (which may be counsel employed by the Company), be necessary in order that the Company may validly and legally issue fully-paid and nonassessable Shares of Common Stock at the Exercise Price as so adjusted. The Company covenants that all Shares issued upon exercise of the Stock Warrants will, upon issuance in accordance with the terms of this Agreement, be fully-paid and nonassessable and free from all preemptive rights and taxes, liens, charges and security interests created by the Company with respect to the issuance and holding thereof. ARTICLE 6 ADJUSTMENT SECTION 6.1. ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF SHARES PURCHASABLE OR NUMBER OF STOCK WARRANTS. The Exercise Price, the number of shares purchasable upon the exercise of each Stock Warrant and the number of Stock Warrants outstanding may be subject to adjustment from time to time as set forth in the [Stock Warrants and] [Stock Warrant Certificates]. ARTICLE 7 OPTIONAL REDUCTION OF EXERCISE PRICE SECTION 7.1. OPTIONAL REDUCTION OF EXERCISE PRICE. The Company may, at any time or from time to time, voluntarily reduce the then current Exercise Price by an amount for such period or periods of time as the Board of Directors of the Company may determine. In each such event, the Company shall prepare a certificate of an officer of the Company stating (i) the election of the Company to reduce the then current Exercise Price in accordance with this Article, (ii) the period in which such reduced Exercise Price will be in effect and (iii) that such election is irrevocable during such period. The Company shall mail a brief summary of the provisions of such certificate at least 15 days prior to the date fixed for the commencement of any period in which the reduced Exercise Price will be in effect to the Warrant Agent at the address provided in Section 11.3 hereof and to each registered holder of Stock Warrant Certificates at such Stock Warrant holder's address appearing on the Stock Warrant register. Failure on the part of the holders of Stock Warrant Certificates to receive such notice by mail, or any defect therein, will not affect the validity of the reduction of the then current Exercise Price during such period. During such period, any adjustment in the Exercise Price pursuant to Article 6 hereof will be made to the reduced Exercise Price as provided by this Article in the manner specified in Article 6. After the termination of such period, the Exercise Price shall be such Exercise Price which would have been in effect, as adjusted pursuant to provisions of Article 6, had there been no reduction in the Exercise Price pursuant to the provisions of this Article. No reduction of the then current Exercise Price pursuant to the provisions of this Article will be deemed, for the purposes of Article 6 hereof, to alter or adjust the Exercise Price. 10 ARTICLE 8 FRACTIONAL STOCK WARRANTS AND FRACTIONAL SHARES SECTION 8.1. FRACTIONAL STOCK WARRANTS. The Company shall not be required to issue fractions of Stock Warrants on any distribution of Stock Warrants to holders of Stock Warrant Certificates or to distribute Stock Warrant Certificates which evidence fractional Stock Warrants. In lieu of such fractional Stock Warrants, the registered holder of a Stock Warrant Certificate with regard to which such a fractional Stock Warrant would otherwise be issuable shall receive an amount in cash equal to the same fraction of the "current market price", as defined in the Stock Warrants, of a whole Stock Warrant. SECTION 8.2. FRACTIONAL SHARES. Notwithstanding an adjustment in the number of Shares purchasable upon the exercise of a Stock Warrant, the Company shall not be required to issue fractions of Shares upon exercise of the Stock Warrants or to distribute certificates which evidence fractional Shares. The registered holders of Stock Warrant Certificates at the time such Stock Warrants are exercised as herein provided may elect (i) to receive an amount in cash equal to the same fraction of the "current market price", as defined in the Stock Warrants, of a whole Share or (ii) to have the cash payment credited against the Exercise Price of Shares to be received upon exercise of whole Stock Warrants. Such election shall be made on the form provided for such purpose by the Company. ARTICLE 9 NOTICE TO STOCK WARRANT HOLDERS SECTION 9.1. NOTICES TO STOCK WARRANT HOLDERS. Upon adjustment of the Exercise Price pursuant to Article 6, the Company within 20 calendar days thereafter shall (i) cause to be filed with the Stock Warrant Agent a certificate of a firm of independent public accountants of recognized standing selected by the Company (who may be the regular auditors of the Company) setting forth the Exercise Price after such adjustment, setting forth in reasonable detail the method of calculation and the facts upon which such calculations are based, and setting forth the number of Shares purchasable upon exercise of a Stock Warrant after such adjustment in the Exercise Price, which certificate is conclusive evidence of the correctness of the matters set forth therein and (ii) cause to be given to each of the registered holders of the Stock Warrant Certificates, at such Stock Warrant holder's address appearing on the Stock Warrant register, written notice of such adjustments by first-class mail, postage prepaid. Where appropriate, such notice may be given in advance and included as a part of the notice required to be mailed under the other provisions of this Article. If: 1. The Company authorizes the issuance to all holders of Common Stock of rights or warrants to subscribe for or purchase stock of the Company or of any other subscription rights or warrants; or 11 2. The Company authorizes the distribution to all holders of Common Stock of evidences of its indebtedness or assets (excluding such dividends or distributions as to not, under the terms of the Stock Warrants, give rise to an adjustment of the Exercise Price); or 3. There is any consolidation, share exchange or merger to which the Company is a party and for which approval of any shareholders of the Company is required, or of the conveyance or transfer of substantially all of the properties and assets of the Company, or of any capital reorganization or any reclassification of the Common Stock (other than a change in par value, or from any par value to no par value, or from no par value to a par value, or as a result of a subdivision or combination); or 4. There is a voluntary or involuntary dissolution, liquidation or winding up of the Company; or 5. The Company proposes to take any other action which would require an adjustment of the Exercise Price pursuant to Article 6; then Company shall file with the Warrant Agent and give to the registered holder of a Stock Warrant Certificate at such Stock Warrant holder's address appearing on the Stock Warrant register, at least 20 calendar days (unless a shorter period is set forth in the Stock Warrants) prior to the applicable record date hereinafter specified in (i) or (ii) below, by first-class mail, postage prepaid, a written notice stating (i) the date as of which the holders of record of shares of Common Stock to be entitled to receive any such rights, warrants or distribution are to be determined or (ii) the date on which any such consolidation, merger, share, exchange, conveyance, transfer, reorganization, reclassification, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of record of shares of Common Stock shall be entitled to exchange such shares for securities or other property, if any, deliverable upon such consolidation, share exchange, merger, conveyance, transfer, reorganization, reclassification, dissolution, liquidation or winding up. Failure to give the notice required by this Article or any defect therein will not affect the legality or validity of any distribution, right, warrant, consolidation, share exchange, merger, conveyance, transfer, reorganization, reclassification, dissolution, liquidation or winding up or the vote upon any action. Nothing in this Agreement or in any Stock Warrant Certificate may be construed as conferring upon the holder thereof the right to (i) vote or consent in respect of, or to receive notice as a shareholder in respect of, meetings of shareholders, the election of directors of the Company or any other matter, or (ii) assert or exercise any rights whatsoever as a shareholder of the Company. ARTICLE 10 CONCERNING THE WARRANT AGENT SECTION 10.1. WARRANT AGENT. The Company hereby appoints _______________ as Warrant Agent of the Company in respect of the Stock Warrants and the Stock Warrant Certificates upon the terms and subject to the conditions set forth herein and in the Stock 12 Warrant Certificates. ____________ hereby accepts such appointment. The Warrant Agent shall have the powers and authority granted to and conferred upon it in the Stock Warrant Certificates and hereby and such further powers and authority to act on behalf of the Company as the Company may hereafter grant to or confer upon it. All the terms and provisions with respect to such powers and authority contained in the Stock Warrant Certificates are subject to and governed by the terms and provisions of this Agreement. SECTION 10.2. CONDITIONS OF WARRANT AGENT'S OBLIGATIONS. The Warrant Agent accepts its obligations herein set forth upon the terms and conditions hereof, including the following, to all of which the Company agrees and to all of which the holders from time to time of the Stock Warrant Certificates shall be subject: (a) Compensation and Indemnification. The Company agrees promptly to pay the Warrant Agent the compensation to be agreed upon with the Company for all services rendered by the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including reasonable counsel fees) incurred by the Warrant Agent. The Company also agrees to indemnify the Warrant Agent for, and to hold it harmless against, any loss, liability or expense incurred without negligence, bad faith or willful misconduct on the part of the Warrant Agent, arising out of or in connection with its acting as such Warrant Agent hereunder as well as the reasonable costs and expenses of defending against any claim of liability in the premises. (b) Agent for the Company. In acting under this Stock Warrant Agreement and in connection with the Stock Warrant Certificates, the Warrant Agent is acting solely as agent of the Company and does not assume any obligation or relationship of agency or trust for or with any of the owners or holders of the Stock Warrant Certificates. (c) Documents. The Warrant Agent shall be protected and shall incur no liability for or in respect of any action taken or suffered by it in reliance upon any Stock Warrant Certificate, notice, direction, consent, certificate, affidavit, statement or other paper or document reasonably believed by it to be genuine and to have been presented or signed by the proper parties. (d) Certain Transactions. The Warrant Agent, and its officers, directors and employees, may become the owner of, or acquire any interest in, any Stock Warrant Certificates, with the same rights that it or they would have if it were not the Warrant Agent hereunder, and, to the extent permitted by applicable law, it or they may engage or be interested in any financial or other transaction with the Company and may act on, or as depository, trustee or agent for, any committee or body of holders of securities or other obligations of the Company as freely as if it were not the Warrant Agent hereunder. (e) No Liability for Invalidity. The Warrant Agent shall not incur any liability with respect to the validity of this Agreement or any of the Stock Warrant Certificates. (f) No Responsibility for Representations. The Warrant Agent shall not be responsible for any of the recitals or representations herein or in the Stock Warrant Certificates contained (except as to the Warrant Agent's countersignature thereon), all of which are made solely by the Company. 13 (g) No Implied Obligations. The Warrant Agent shall be obligated to perform only such duties as are herein and in the Stock Warrant Certificates specifically set forth. No implied duties or obligations shall be read into this Agreement or the Warrant Certificates against the Warrant Agent. The Warrant Agent shall not be under any obligation to take any action hereunder which may tend to involve it in any expense or liability, the payment of which within a reasonable time is not, in its reasonable opinion, assured to it. The Warrant Agent shall not be accountable or under any duty or responsibility for the use by the Company of any of the Stock Warrant Certificates countersigned by the Warrant Agent and delivered by it to the Company pursuant to this Agreement or for the application by the Company of the proceeds of sale of the Stock Warrant Certificates or the proceeds received upon exercise of the Stock Warrant Certificates. The Warrant Agent shall have no duty or responsibility in case of any default by the Company in the performance of its covenants or agreements contained in the Stock Warrant Certificates. The Warrant Agent shall have no duty or responsibility in the case of the receipt of any written demand from a holder of a Stock Warrant Certificate with respect to any actual or alleged default by the Company under the Stock Warrant Certificates, including without limiting the generality of the foregoing, any duty or responsibility to initiate or attempt to initiate any proceedings at law or otherwise or, except as provided in Section 11.2, to make any demand upon the Company. SECTION 10.3. RESIGNATION AND APPOINTMENT OF SUCCESSOR. (a) The Company agrees, for the benefit of the holders from time to time of the Stock Warrant Certificates, that there shall at all times be a Warrant Agent hereunder until all the Stock Warrant Certificates are no longer exercisable. (b) The Warrant Agent may at any time resign as such agent by giving written notice to the Company of such intention on its part, specifying the date on which its desired resignation shall become effective, provided that such date shall not be less than three months after the date on which such notice is given, unless the Company agrees in writing to accept less notice. The Warrant Agent hereunder may be removed at any time by the filing with it of an instrument in writing signed by or on behalf of the Company and specifying such removal and the date when it shall become effective. Such resignation or removal shall take effect upon the appointment by the Company, as hereinafter provided, of a successor Warrant Agent (which shall be a bank or trust Company organized under the laws of the United States or any state thereof and authorized under the laws of the jurisdiction of its organization to exercise corporate trust powers) and the acceptance of such appointment by such successor Warrant Agent. The obligations of the Company under Section 10.2(a) shall continue to the extent set forth therein notwithstanding the resignation or removal of the Warrant Agent. (c) In the event that at any time the Warrant Agent shall resign, or shall be removed, or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator of the Warrant Agent or of its property shall be appointed, or any public officer shall take charge or control of the Warrant Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, a successor Warrant Agent, qualified as aforesaid, shall be appointed by the Company by an instrument in writing, filed with the successor Warrant Agent. Upon the appointment as aforesaid of a successor Warrant Agent and acceptance by the 14 latter of such appointment, the Warrant Agent so superceded shall cease to be Warrant Agent hereunder. (d) Any successor Warrant Agent appointed hereunder shall execute, acknowledge and deliver to its predecessor and to the Company an instrument accepting such appointment hereunder, and thereupon such successor Warrant Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, immunities, duties and obligations of such predecessor with like effect as if originally named as Warrant Agent hereunder, and such predecessor, upon payment of its charges and disbursements then unpaid, shall thereupon become obligated to transfer, deliver and pay over, and such successor Warrant Agent shall be entitled to receive, all monies, securities and other property on deposit with or held by such predecessor as Warrant Agent hereunder. (e) Any corporation into which the Warrant Agent hereunder may be merged or converted or any corporation with which the Warrant Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Warrant Agent shall be party, or any corporation to which the Warrant Agent shall sell or otherwise transfer all or substantially all the corporate trust business of the Warrant Agent, provided that it shall be qualified as aforesaid, shall be the successor Warrant Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto. ARTICLE 11 MISCELLANEOUS SECTION 11.1. AMENDMENT. This Agreement may be amended or supplemented by the parties hereto, without the consent of the holder of any Stock Warrant Certificate, for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained herein, or in regard to matters or questions arising under this Agreement as the Company and the Warrant Agent may deem necessary or desirable. SECTION 11.2. NOTICES AND DEMANDS TO THE COMPANY AND WARRANT AGENT. If the Warrant Agent shall receive any notice or demand addressed to the Company by the holder of a Stock Warrant Certificate pursuant to the provisions of the Stock Warrant Certificates, the Warrant Agent shall promptly forward such notice or demand to the Company. SECTION 11.3. ADDRESSES. Any communications from the Company to the Warrant Agent with respect to this Agreement shall be addressed to the [ ] of the Warrant Agent which office, at the date hereof, is located at _______________, Attention: _____________, and any communications from the Warrant Agent to the Company with respect to this Agreement, shall be addressed to The Goodyear Tire & Rubber Company, 1144 East Market Street, Akron, Ohio 44316-0001, Attention: Treasurer; (or to such other address as shall be specified in writing by the Warrant Agent or by the Company, respectively). SECTION 11.4. NEW YORK LAW TO GOVERN. This Agreement and each Stock Warrant Certificate shall be deemed to be a contract under the laws of the State of New York, and for all 15 purposes shall be construed in accordance with the laws of such State, except as may otherwise be required by mandatory provisions of law. SECTION 11.5. DELIVERY OF PROSPECTUS. To the extent required by law, the Company will furnish to the Warrant Agent sufficient copies of a prospectus and any necessary prospectus supplement relating to the Stock Warrants (and the Stock Warrant Certificates) and Shares of Common Stock deliverable upon exercise of Stock Warrant Certificates (collectively the "Prospectus") and the Warrant Agent agrees that upon the exercise of any Stock Warrant Certificate by the holder thereof, the Warrant Agent will deliver to such holder, prior to or concurrently with the delivery of the Warrant Stock Certificates and with the delivery of the Shares issued upon such exercise, a Prospectus. SECTION 11.6. OBTAINING GOVERNMENTAL APPROVALS; STOCK EXCHANGE LISTINGS; REGISTRATION OF SHARES. The Company will from time to time take all action which may be necessary (i) to obtain and keep effective any and all permits, consents and approvals of governmental agencies and authorities and securities acts filings under United States federal and state laws, which may be or become requisite in connection with the exercise of the Stock Warrants, the issuance, sale, transfer and delivery of the Shares issued upon exercise of the Stock Warrants or upon the expiration of the period during which the Stock Warrants are exercisable; provided, however, if any such permits, consents, approvals or documents are not so obtained or effective, the Company shall immediately notify the Warrant Agent; (ii) immediately upon the issuance of Warrants to purchase shares of Common Stock, to have such shares of Common Stock listed on the New York Stock Exchange and/or on the other United States securities exchange or exchanges on which the Common Stock is listed; and (iii) immediately upon any adjustment in the number of shares purchasable upon exercise of Warrants to purchase Common Stock, take such action, if any, as may be necessary to register such Shares of Common Stock with the Securities and Exchange Commission under the Securities Act of 1933, as amended. SECTION 11.7. PERSONS HAVING RIGHTS UNDER STOCK WARRANT AGREEMENT. Nothing in this Agreement expressed or implied and nothing that may be inferred from any of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the Company, the Warrant Agent and the holders of the Stock Warrant Certificates any right, remedy or claim under or by reason of this Agreement or of any covenant, condition, stipulation, promise or agreement hereof, and all covenants, conditions, stipulations, promises and agreements contained in this Agreement shall be for the sole and exclusive benefit of the Company and the Warrant Agent and their successors and holders of the Stock Warrant Certificates. SECTION 11.8. HEADINGS. The descriptive headings of the several Articles and Sections of this Agreement are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof. SECTION 11.9. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be original; but such counterparts shall together constitute but one and the same instrument. 16 SECTION 11.10. INSPECTION OF AGREEMENT. A copy of this Agreement shall be available at all reasonable times at the principal corporate trust office of the Warrant Agent, for inspection by the holder of any Stock Warrant Certificate. IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day and year first above written. THE GOODYEAR TIRE & RUBBER COMPANY By: ----------------------------------------------- Title: -------------------------------------------- (Corporate Seal) Attest: - ----------------------------- Title: ----------------------- [Warrant Agent] By: -------------------------------------- Title: ----------------------------------- [Corporate Seal] Attest: - ----------------------------- Title: ----------------------- 17 EXHIBIT A (Form of Stock Warrant Certificate) VALID ONLY IF COUNTERSIGNED BY THE STOCK WARRANT AGENT AS PROVIDED HEREIN NO. W-___ STOCK WARRANT CERTIFICATE REPRESENTING STOCK WARRANTS OF THE GOODYEAR TIRE & RUBBER COMPANY AS DESCRIBED HEREIN VOID AFTER 5:00 P.M. (NEW YORK CITY TIME) ON ______________, 20__ UNLES SUCH DATE IS ACCELERATED BY THE COMPANY AS PROVIDED HEREIN This certifies that (name of registered holder) is the owner of the above indicted number of Stock Warrants ("Stock Warrants"), of The Goodyear Tire & Rubber Company (the "Company"), a corporation duly organized and existing under the laws of the State of Ohio, on the following basis: each Stock Warrant evidenced hereby entitles the holder hereof to purchase from the Company [one] fully-paid and nonassessable share of common stock, without par value, of the Company (a "Share") payable as hereinafter provided. The registered owner may exercise all or any part of the Stock Warrants evidenced hereby by providing certain information set forth on the back hereof and by paying in full, in lawful money of the United States of America by certified check or bank wire transfer in immediately available funds, the exercise price (the "Exercise Price") of [$______] for each Stock Warrant exercised to the Warrant Agent (as hereinafter defined) and by surrendering this Stock Warrant Certificate, with the form of election to purchase on the back hereof properly completed and duly executed, at the principal corporate trust office of [_______________] or its successor as Warrant Agent (the "Warrant Agent") (on the date hereof at the address specified on the reverse hereof), and upon compliance with and subject to the conditions set forth herein and in the Stock Warrant Agreement (as hereinafter defined). This Stock Warrant Certificate may be exercised, in whole or in part, to purchase the Shares of Common Stock. Upon any partial exercise of this Stock Warrant Certificate there shall be issued to the holder hereof a new Stock Warrant Certificate with respect to the number of Stock Warrants as to which this Stock Warrant Certificate was not exercised. No adjustments shall be made for any cash dividends on any Shares of Common Stock issuable upon exercise of this Stock Warrant. A-1 This Stock Warrant Certificate is issued under and in accordance with the Stock Warrant Agreement dated as of [____________, 20___] (the "Stock Warrant Agreement"), between the Company and the Warrant Agent and is subject to the terms and provisions contained in the Stock Warrant Agreement, to all of which terms and provisions the holder of this Stock Warrant Certificate consents by acceptance hereof. Copies of the Stock Warrant Agreement are on file at the above mentioned office of the Warrant Agent. The Stock Warrant Agreement is hereby incorporated by reference and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders of the Stock Warrants. No Stock Warrant may be exercised after the close of business on (i) ___________, 20__ or (ii) [ ] (such date of expiration, or such earlier date, is hereafter referred to as the "Expiration Date"). After 5:00 p.m. (New York City time) on the Expiration Date, the Stock Warrants will become in all respects wholly void and of no value. The Exercise Price is subject to adjustment as set forth below: [insert applicable adjustment provisions] If the Exercise Price is adjusted, at the election of the Company, either (i) the number of Shares of Common Stock purchasable upon the exercise of each Stock Warrant shall be adjusted or (ii) each outstanding Stock Warrant shall be adjusted to become a different number of Stock Warrants. In the latter event, the Company shall cause to be distributed to registered holders of Stock Warrant Certificates either Stock Warrant Certificates representing the additional Stock Warrants issuable pursuant to the adjustment or substitute Stock Warrant Certificates to replace all outstanding Stock Warrant Certificates. In the event of an adjustment in Exercise Price, the Company shall mail a notice to each registered holder of Stock Warrant Certificates of the adjustment in Exercise Price. The Company shall not be required to issue fractional Stock Warrants or fractional Shares of Common Stock upon the exercise of Stock Warrants or any certificates which evidence fractional Stock Warrants or fractional Shares of Common Stock. In lieu of such fractional Stock Warrants, the registered holder of a Stock Warrant Certificate with regard to which a fractional Stock Warrant would otherwise be issuable shall receive an amount in cash equal to the same fraction of the current market price (as defined below) of a whole Stock Warrant. In lieu of such fractional Shares, the registered holders of the Stock Warrant Certificates with regard to which such fractional Shares would otherwise be issuable may elect, at the time of the exercise of the Stock Warrants, (i) to receive an amount in cash equal to the same fraction of the current market price (as defined below) of a full Share of Common Stock or (ii) to credit such cash payment against the Exercise Price of Shares to be received upon exercise of whole Stock Warrants. As used herein, "current market price" means [ ]. The Company, the Warrant Agent and any other person may deem and treat the registered holder hereof as the absolute owner of this Stock Warrant Certificate (notwithstanding any notation of ownership or other writing hereon), for the purpose of the exercise hereof and for A-2 all other purposes, and neither the Company nor the Warrant Agent nor any other person shall be affected by any notice to the contrary. After countersignature by the Warrant Agent and prior to the expiration of this Stock Warrant Certificate, this Stock Warrant Certificate may be transferred or exchanged at the principal corporate trust office of the Warrant Agent for Stock Warrant Certificates representing in the aggregate a like number of Stock Warrants. This Stock Warrant Certificate shall not entitle the holder hereof to any of the rights of a holder of the Common Stock, including, without limitation, the right to receive any dividends or other distributions on or to vote the Shares of Common Stock, or to enforce any rights of a holder of the Shares of Common Stock, that may be acquired upon the exercise of this Stock Warrant Certificate. This Stock Warrant Certificate shall not be valid or obligatory for any purpose until countersigned by the Warrant Agent. Dated as of ____________, 20__ THE GOODYEAR TIRE & RUBBER COMPANY By: ------------------------------------------ Title: ---------------------------------------- (Corporate Seal) Attest: - ------------------------------- Title: ------------------------- Countersigned: As Warrant Agent By: ---------------------------- Authorized Signature A-3 (Instructions for Exercise of Stock Warrants) To exercise the Stock Warrants represented hereby, the Stock Warrant holder shall pay in full, by certified check or by bank wire transfer in immediately available funds, the Exercise Price for the Stock Warrants exercised to the Warrant Agent with instructions specifying the name and address of the Stock Warrant holder. In addition, the Stock Warrant holder should complete the information required below and mail this Stock Warrant Certificate by registered mail or deliver this Stock Warrant Certificate by hand to the Stock Warrant Agent at the address set forth below. This Stock Warrant Certificate, properly completed and duly executed, must be received by the Warrant Agent before any Shares of Common Stock subject hereto will be issued. A-4 (Form of Election to Purchase) (To be executed upon exercise of Stock Warrant) The undersigned hereby irrevocably elects to exercise the right, represented by the within Stock Warrant Certificate, to purchase _____ Shares of the Common Stock, without par value, (the "Shares") of The Goodyear Tire & Rubber Company and represents that the undersigned has tendered payment for the Shares by certified check or by bank wire transfer in immediately available funds to the Stock Warrant Agent in the amount of $________ in accordance with the terms hereof. The undersigned requests that the certificates representing the Shares be registered in such names and delivered, all as specified in accordance with the instructions set forth below. If said number of Shares is less than all the Shares purchasable hereunder, the undersigned requests that a new Stock Warrant Certificate representing Stock Warrants for the right to purchase the remaining balance of the Shares evidenced hereby be registered, issued and delivered to the undersigned unless otherwise specified in the instructions below. Dated: Name: ----------------------------------- Address: - ----------------------------------- -------------------------------- (Insert Social Security or Taxpayer Identification Number) ---------------------------------------- Signature ------------------------------- (Must conform exactly to Name of registered owner of the Stock Warrant Certificate) This Stock Warrant may be exercised at the following address: By hand at ----------------------------------------------- By mail to ------------------------------------------------ Attention: ---------------------------------- Instructions as to form and delivery of Shares and/or Stock Warrant Certificates (if other than as indicated above) A-5 (Form of Assignment) (To be executed by the registered holder in order to transfer Stock Warrants) For Value Received, the undersigned hereby sells, assigns and transfers unto - ------------------------------ (Please insert Social Security or Taxpayer Identification Number of Assignee) _______________________________________________________________________________ (Please print or typewrite name and address of Assignee) Stock Warrants represented by this Stock Warrant Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ________________, Attorney-in-Fact, to transfer such Stock Warrants on the books of the Issuer, with full power and substitution in the premises. Name: --------------------------------------- (Please Print) Address ------------------------------------- Signature ----------------------------------- (Must conform exactly to name of registered owner) (signature guarantee) A-6 EX-4.11 13 l93286aexv4w11.txt EX-4.11 DECLARATION OF TRUST OF GOODYEAR CAPITAL EXHIBIT 4.11 DECLARATION OF TRUST OF GOODYEAR CAPITAL TRUST I DECLARATION OF TRUST, dated as of June 7, 2002, between The Goodyear Tire & Rubber Company, an Ohio corporation, as Sponsor (the "Sponsor") and JPMorgan Chase Bank as trustee (the "Property Trustee"), Chase Manhattan Bank USA, National Association, as trustee (the "Delaware Trustee"), and Stephanie W. Bergeron, as trustee (the "Regular Trustee") (the Property Trustee, the Delaware Trustee and the Regular Trustee, collectively the "Trustees"). The Sponsor and the Trustees hereby agree as follows: 1. The Delaware business trust created hereby shall be known as "Goodyear Capital Trust I" (the "Trust"), in which name the Trustees, or the Sponsor to the extent provided herein, may conduct the business of the Trust, make and execute contracts, and sue and be sued. 2. The Sponsor hereby assigns, transfers, conveys and sets over to the Trust the sum of ten dollars [$10.00]. The Regular Trustee hereby acknowledges receipt of such amount from the Sponsor, which amount shall constitute the initial trust estate. The Trustees hereby declare that they will hold the trust estate in trust for the Sponsor. It is the intention of the parties hereto that the Trust created hereby constitute a business trust under Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq. (the "Business Trust Act"), and that this document constitutes the governing instrument of the Trust. The Trustees are hereby authorized and directed to execute and file a certificate of trust with the Secretary of State of the State of Delaware in such form as the Trustees may approve in accordance with the provisions of the Business Trust Act. The Trust is hereby established by the Sponsor and the Trustees for the purposes of (i) issuing preferred securities representing undivided beneficial interests in the assets of the Trust ("Preferred Securities") in exchange for cash and investing the proceeds thereof in debt securities of the Sponsor, (ii) issuing and selling common securities representing undivided beneficial interests of the assets of the Trust ("Common Securities") to the Sponsor in exchange for cash and investing the proceeds thereof in debt securities of the Sponsor, and (iii) engaging in such other activities as are necessary or incidental thereto. 3. At the time of issuance of the Preferred Securities, the Sponsor and the Trustees will enter into an Amended and Restated Declaration of Trust (the "Amended and Restated Declaration of Trust"), satisfactory to each party and having substantially the terms described in the Prospectus (as defined below), to provide for the contemplated operation of the Trust created hereby and the issuance of the Preferred Securities and Common Securities referred to therein. Prior to the execution and delivery of the Amended and Restated Declaration of Trust, the Trustees shall not have any duty or obligation hereunder or with respect to the trust estate, except as otherwise required by applicable law or as may be necessary to obtain prior to such execution and delivery any licenses, consents or approvals required by applicable law or otherwise. Notwithstanding the foregoing, the Trustees may take all actions deemed necessary or advisable to effect the transactions contemplated in the Amended and Restated Declaration of Trust. -1- 4. The Sponsor and the Trustees hereby authorize the Sponsor, as the sponsor of the Trust, in its discretion: (i) to prepare and file with the Securities and Exchange Commission (the "Commission") and execute, in each case on behalf of the Trust, (a) a Registration Statement on Form S-3 or on such other form or forms as may be appropriate, including without limitation any registration statement of the type contemplated by Rule 462(b) of the Securities Act of 1933, as amended (the "Securities Act") (any such registration statement, whether on Form S-3, another form or under Rule 462(b) being referred to herein as the "Securities Act Registration Statement"), including one or more prospectuses and prospectus supplements (collectively, the "Prospectus") and any pre-effective or post-effective amendments to such Registration Statement, relating to the registration under the Securities Act of the Preferred Securities and certain other securities of the Sponsor and (b) if the Sponsor shall deem it desirable, a Registration Statement on Form 8-A (the "Exchange Act Registration Act"), including all pre-effective and post-effective amendments thereto, relating to the registration of the Preferred Securities under Section 12 of the Securities Exchange Act of 1934, as amended; (ii) to prepare and file, if the Sponsor shall deem it desirable, with New York Stock Exchange, Inc. or any other exchange, automated quotation system, or over-the-counter market (collectively, the "Exchanges") and execute on behalf of the Trust a listing application or applications and all other applications, statements, certificates, agreements and other instruments as shall be necessary or desirable to cause the Preferred Securities to be listed on any Exchange; (iii) to prepare and file and execute on behalf of the Trust such applications, reports, surety bonds, irrevocable consents, appointments of attorney for the Trust, may deem necessary or desirable to register the Preferred Securities under the securities or "Blue Sky" laws of such jurisdictions as the Sponsor, on behalf of the Trust, may deem necessary or desirable; (iv) to negotiate the terms of and execute on behalf of the Trust one or more underwriting, other purchase agreements and related agreements among the Trust, the Sponsor and underwriters, dealer(s) or agent(s) relating to the Preferred Securities, as the Sponsor, on behalf of the Trust, may deem necessary or desirable; and (v) to execute and deliver on behalf of the Trust letters or documents to, or instruments for filing with, a depository relating to the Preferred Securities. In the event that any filing referred to in clauses (i), (ii) or (iii) above is required by the rules and regulations of the Commission, any Exchange, the National Association of Securities Dealers, Inc. or state securities or blue sky laws, to be executed on behalf of the Trust by a Trustee, any natural person appointed pursuant to Section 5 hereof, in his or her capacity as trustee of the Trust, and the Sponsor are hereby authorized to join in any such filing and to execute on behalf of the Trust any and all of the foregoing. 5. The number of Trustees initially shall be three (3) and thereafter the number of Trustees shall be such number as shall be fixed from time to time by a written instrument signed by the Sponsor that may increase or decrease the number of Trustees; provided, however, that the number of Trustees shall in no event be less than three (3); and provided, further that to the extent required by the Business Trust Act, one Trustee shall either be a natural person who is a resident of the State of Delaware or, if not a natural person, an entity that has its principal place of business in the State of Delaware and meets other requirements imposed by applicable law (the "Delaware Trustee"). Subject to the foregoing, the Sponsor is entitled to appoint or remove without cause any Trustee at any time. Any Trustee may resign upon thirty days' prior notice to the Sponsor. -2- 6. The Trust may be dissolved and terminated at the election of the Sponsor. 7. This Declaration of Trust may be executed in one or more counterparts. 8. This Declaration of Trust shall be governed by, and construed in accordance with, the laws of the State of Delaware (without regard to conflict of laws principles). IN WITNESS WHEREOF, the parties hereto have caused this Declaration of Trust to be duly executed as of the day and year first above written. THE GOODYEAR TIRE & RUBBER COMPANY, as Sponsor By: /s/ Stephanie W. Bergeron ------------------------------------------------ Name: Stephanie W. Bergeron Title: Senior Vice President and Treasurer JPMORGAN CHASE BANK, as Property Trustee By: /s/ Patrick J. Healy ------------------------------------------------ Name: Patrick J. Healy Title: Vice President CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION as Delaware Trustee By: /s/ Dennis Kelly ------------------------------------------------ Name: Dennis Kelly Title: Assistant Vice President STEPHANIE W. BERGERON, as Regular Trustee /s/ Stephanie W. Bergeron ----------------------------------------------------- Stephanie W. Bergeron -3- EX-4.12 14 l93286aexv4w12.txt EX-4.12 CERTIFICATE OF TRUST OF GOODYEAR CAPITAL EXHIBIT 4.12 CERTIFICATE OF TRUST OF GOODYEAR CAPITAL TRUST I The undersigned Trustees of Goodyear Capital Trust I (the "Trust"), pursuant to the Delaware Business Trust Act (12 Del. C. ss.3801, et seq.), HEREBY CERTIFY: 1. Name. The name of the business trust formed hereby is: Goodyear Capital Trust I 2. Delaware Trustee. The name and business address of the Delaware Trustee of the Trust in the state of Delaware is Chase Manhattan Bank USA, National Association, c/o JPMorgan Chase Bank, Attention: Institutional Trust Services, 500 Stanton Christiana Road, Floor3/OPS4, Newark, Delaware 19713. IN WITNESS WHEREOF, the undersigned, being all of the Trustees of the Trust, have executed this Certificate of Trust as of the 12th day of June, 2002. DELAWARE TRUSTEE: Chase Manhattan Bank USA, National Association By: /s/Dennis Kelly ------------------------------------------- Name: Dennis Kelly Title: Assistant Vice President PROPERTY TRUSTEE: JPMORGAN CHASE BANK By: /s/ Patrick J. Healy ------------------------------------------- Name: Patrick J. Healy Title: Vice President REGULAR TRUSTEE: /s/ Stephanie W. Bergeron ----------------------------------------------- Stephanie W. Bergeron EX-4.13 15 l93286aexv4w13.txt EX-4.13 DECLARATION OF TRUST OF GOODYEAR CAPITAL EXHIBIT 4.13 DECLARATION OF TRUST OF GOODYEAR CAPITAL TRUST II DECLARATION OF TRUST, dated as of June 7, 2002, between The Goodyear Tire & Rubber Company, an Ohio corporation, as Sponsor (the "Sponsor") and JPMorgan Chase Bank as trustee (the "Property Trustee"), Chase Manhattan Bank USA, National Association, as trustee (the "Delaware Trustee"), and Stephanie W. Bergeron, as trustee (the "Regular Trustee") (the Property Trustee, the Delaware Trustee and the Regular Trustee, collectively the "Trustees"). The Sponsor and the Trustees hereby agree as follows: 1. The Delaware business trust created hereby shall be known as "Goodyear Capital Trust II" (the "Trust"), in which name the Trustees, or the Sponsor to the extent provided herein, may conduct the business of the Trust, make and execute contracts, and sue and be sued. 2. The Sponsor hereby assigns, transfers, conveys and sets over to the Trust the sum of ten dollars [$10.00]. The Regular Trustee hereby acknowledges receipt of such amount from the Sponsor, which amount shall constitute the initial trust estate. The Trustees hereby declare that they will hold the trust estate in trust for the Sponsor. It is the intention of the parties hereto that the Trust created hereby constitute a business trust under Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq. (the "Business Trust Act"), and that this document constitutes the governing instrument of the Trust. The Trustees are hereby authorized and directed to execute and file a certificate of trust with the Secretary of State of the State of Delaware in such form as the Trustees may approve in accordance with the provisions of the Business Trust Act. The Trust is hereby established by the Sponsor and the Trustees for the purposes of (i) issuing preferred securities representing undivided beneficial interests in the assets of the Trust ("Preferred Securities") in exchange for cash and investing the proceeds thereof in debt securities of the Sponsor, (ii) issuing and selling common securities representing undivided beneficial interests of the assets of the Trust ("Common Securities") to the Sponsor in exchange for cash and investing the proceeds thereof in debt securities of the Sponsor, and (iii) engaging in such other activities as are necessary or incidental thereto. 3. At the time of issuance of the Preferred Securities, the Sponsor and the Trustees will enter into an Amended and Restated Declaration of Trust (the "Amended and Restated Declaration of Trust"), satisfactory to each party and having substantially the terms described in the Prospectus (as defined below), to provide for the contemplated operation of the Trust created hereby and the issuance of the Preferred Securities and Common Securities referred to therein. Prior to the execution and delivery of the Amended and Restated Declaration of Trust, the Trustees shall not have any duty or obligation hereunder or with respect to the trust estate, except as otherwise required by applicable law or as may be necessary to obtain prior to such execution and delivery any licenses, consents or approvals required by applicable law or otherwise. Notwithstanding the foregoing, the Trustees may take all actions deemed necessary or advisable to effect the transactions contemplated in the Amended and Restated Declaration of Trust. -1- 4. The Sponsor and the Trustees hereby authorize the Sponsor, as the sponsor of the Trust, in its discretion: (i) to prepare and file with the Securities and Exchange Commission (the "Commission") and execute, in each case on behalf of the Trust, (a) a Registration Statement on Form S-3 or on such other form or forms as may be appropriate, including without limitation any registration statement of the type contemplated by Rule 462(b) of the Securities Act of 1933, as amended (the "Securities Act") (any such registration statement, whether on Form S-3, another form or under Rule 462(b) being referred to herein as the "Securities Act Registration Statement"), including one or more prospectuses and prospectus supplements (collectively, the "Prospectus") and any pre-effective or post-effective amendments to such Registration Statement, relating to the registration under the Securities Act of the Preferred Securities and certain other securities of the Sponsor and (b) if the Sponsor shall deem it desirable, a Registration Statement on Form 8-A (the "Exchange Act Registration Act"), including all pre-effective and post-effective amendments thereto, relating to the registration of the Preferred Securities under Section 12 of the Securities Exchange Act of 1934, as amended; (ii) to prepare and file, if the Sponsor shall deem it desirable, with New York Stock Exchange, Inc. or any other exchange, automated quotation system, or over-the-counter market (collectively, the "Exchanges") and execute on behalf of the Trust a listing application or applications and all other applications, statements, certificates, agreements and other instruments as shall be necessary or desirable to cause the Preferred Securities to be listed on any Exchange; (iii) to prepare and file and execute on behalf of the Trust such applications, reports, surety bonds, irrevocable consents, appointments of attorney for the Trust, may deem necessary or desirable to register the Preferred Securities under the securities or "Blue Sky" laws of such jurisdictions as the Sponsor, on behalf of the Trust, may deem necessary or desirable; (iv) to negotiate the terms of and execute on behalf of the Trust one or more underwriting, other purchase agreements and related agreements among the Trust, the Sponsor and underwriters, dealer(s) or agent(s) relating to the Preferred Securities, as the Sponsor, on behalf of the Trust, may deem necessary or desirable; and (v) to execute and deliver on behalf of the Trust letters or documents to, or instruments for filing with, a depository relating to the Preferred Securities. In the event that any filing referred to in clauses (i), (ii) or (iii) above is required by the rules and regulations of the Commission, any Exchange, the National Association of Securities Dealers, Inc. or state securities or blue sky laws, to be executed on behalf of the Trust by a Trustee, any natural person appointed pursuant to Section 5 hereof, in his or her capacity as trustee of the Trust, and the Sponsor are hereby authorized to join in any such filing and to execute on behalf of the Trust any and all of the foregoing. 5. The number of Trustees initially shall be three (3) and thereafter the number of Trustees shall be such number as shall be fixed from time to time by a written instrument signed by the Sponsor that may increase or decrease the number of Trustees; provided, however, that the number of Trustees shall in no event be less than three (3); and provided, further that to the extent required by the Business Trust Act, one Trustee shall either be a natural person who is a resident of the State of Delaware or, if not a natural person, an entity that has its principal place of business in the State of Delaware and meets other requirements imposed by applicable law (the "Delaware Trustee"). Subject to the foregoing, the Sponsor is entitled to appoint or remove without cause any Trustee at any time. Any Trustee may resign upon thirty days' prior notice to the Sponsor. -2- 6. The Trust may be dissolved and terminated at the election of the Sponsor. 7. This Declaration of Trust may be executed in one or more counterparts. 8. This Declaration of Trust shall be governed by, and construed in accordance with, the laws of the State of Delaware (without regard to conflict of laws principles). IN WITNESS WHEREOF, the parties hereto have caused this Declaration of Trust to be duly executed as of the day and year first above written. THE GOODYEAR TIRE & RUBBER COMPANY, as Sponsor By: /s/ Stephanie W. Bergeron ------------------------------------------------ Name: Stephanie W. Bergeron Title: Senior Vice President and Treasurer JPMORGAN CHASE BANK, as Property Trustee By: /s/ Patrick J. Healy ------------------------------------------------ Name: Patrick J. Healy Title: Vice President CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION as Delaware Trustee By: /s/ Dennis Kelly ------------------------------------------------ Name: Dennis Kelly Title: Assistant Vice President STEPHANIE W. BERGERON, as Regular Trustee /s/ Stephanie W. Bergeron ----------------------------------------------------- Stephanie W. Bergeron -3- EX-4.14 16 l93286aexv4w14.txt EX-4.14 CERTIFICATE OF TRUST OF GOODYEAR CAPITAL EXHIBIT 4.14 CERTIFICATE OF TRUST OF GOODYEAR CAPITAL TRUST II The undersigned Trustees of Goodyear Capital Trust II (the "Trust"), pursuant to the Delaware Business Trust Act (12 Del. C. ss.3801, et seq.), HEREBY CERTIFY: 1. Name. The name of the business trust formed hereby is: Goodyear Capital Trust II 2. Delaware Trustee. The name and business address of the Delaware Trustee of the Trust in the state of Delaware is Chase Manhattan Bank USA, National Association, c/o JPMorgan Chase Bank, Attention: Institutional Trust Services, 500 Stanton Christiana Road, Floor3/OPS4, Newark, Delaware 19713. IN WITNESS WHEREOF, the undersigned, being all of the Trustees of the Trust, have executed this Certificate of Trust as of the 12th day of June, 2002. DELAWARE TRUSTEE: Chase Manhattan Bank USA, National Association By: /s/ Dennis Kelly ------------------------------------------ Name: Dennis Kelly Title: Assistant Vice President PROPERTY TRUSTEE: JPMORGAN CHASE BANK By: /s/Patrick J. Healy ------------------------------------------ Name: Patrick J. Healy Title: Vice President REGULAR TRUSTEE: /s/Stephanie W. Bergeron ---------------------------------------------- Stephanie W. Bergeron EX-4.15 17 l93286aexv4w15.txt EX-4.15 DECLARATION OF TRUST OF GOODYEAR CAPITAL EXHIBIT 4.15 DECLARATION OF TRUST OF GOODYEAR CAPITAL TRUST III DECLARATION OF TRUST, dated as of June 7, 2002, between The Goodyear Tire & Rubber Company, an Ohio corporation, as Sponsor (the "Sponsor") and JPMorgan Chase Bank as trustee (the "Property Trustee"), Chase Manhattan Bank USA, National Association, as trustee (the "Delaware Trustee"), and Stephanie W. Bergeron, as trustee (the "Regular Trustee") (the Property Trustee, the Delaware Trustee and the Regular Trustee, collectively the "Trustees"). The Sponsor and the Trustees hereby agree as follows: 1. The Delaware business trust created hereby shall be known as "Goodyear Capital Trust III" (the "Trust"), in which name the Trustees, or the Sponsor to the extent provided herein, may conduct the business of the Trust, make and execute contracts, and sue and be sued. 2. The Sponsor hereby assigns, transfers, conveys and sets over to the Trust the sum of ten dollars [$10.00]. The Regular Trustee hereby acknowledges receipt of such amount from the Sponsor, which amount shall constitute the initial trust estate. The Trustees hereby declare that they will hold the trust estate in trust for the Sponsor. It is the intention of the parties hereto that the Trust created hereby constitute a business trust under Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq. (the "Business Trust Act"), and that this document constitutes the governing instrument of the Trust. The Trustees are hereby authorized and directed to execute and file a certificate of trust with the Secretary of State of the State of Delaware in such form as the Trustees may approve in accordance with the provisions of the Business Trust Act. The Trust is hereby established by the Sponsor and the Trustees for the purposes of (i) issuing preferred securities representing undivided beneficial interests in the assets of the Trust ("Preferred Securities") in exchange for cash and investing the proceeds thereof in debt securities of the Sponsor, (ii) issuing and selling common securities representing undivided beneficial interests of the assets of the Trust ("Common Securities") to the Sponsor in exchange for cash and investing the proceeds thereof in debt securities of the Sponsor, and (iii) engaging in such other activities as are necessary or incidental thereto. 3. At the time of issuance of the Preferred Securities, the Sponsor and the Trustees will enter into an Amended and Restated Declaration of Trust (the "Amended and Restated Declaration of Trust"), satisfactory to each party and having substantially the terms described in the Prospectus (as defined below), to provide for the contemplated operation of the Trust created hereby and the issuance of the Preferred Securities and Common Securities referred to therein. Prior to the execution and delivery of the Amended and Restated Declaration of Trust, the Trustees shall not have any duty or obligation hereunder or with respect to the trust estate, except as otherwise required by applicable law or as may be necessary to obtain prior to such execution and delivery any licenses, consents or approvals required by applicable law or otherwise. Notwithstanding the foregoing, the Trustees may take all actions deemed necessary or advisable to effect the transactions contemplated in the Amended and Restated Declaration of Trust. -1- 4. The Sponsor and the Trustees hereby authorize the Sponsor, as the sponsor of the Trust, in its discretion: (i) to prepare and file with the Securities and Exchange Commission (the "Commission") and execute, in each case on behalf of the Trust, (a) a Registration Statement on Form S-3 or on such other form or forms as may be appropriate, including without limitation any registration statement of the type contemplated by Rule 462(b) of the Securities Act of 1933, as amended (the "Securities Act") (any such registration statement, whether on Form S-3, another form or under Rule 462(b) being referred to herein as the "Securities Act Registration Statement"), including one or more prospectuses and prospectus supplements (collectively, the "Prospectus") and any pre-effective or post-effective amendments to such Registration Statement, relating to the registration under the Securities Act of the Preferred Securities and certain other securities of the Sponsor and (b) if the Sponsor shall deem it desirable, a Registration Statement on Form 8-A (the "Exchange Act Registration Act"), including all pre-effective and post-effective amendments thereto, relating to the registration of the Preferred Securities under Section 12 of the Securities Exchange Act of 1934, as amended; (ii) to prepare and file, if the Sponsor shall deem it desirable, with New York Stock Exchange, Inc. or any other exchange, automated quotation system, or over-the-counter market (collectively, the "Exchanges") and execute on behalf of the Trust a listing application or applications and all other applications, statements, certificates, agreements and other instruments as shall be necessary or desirable to cause the Preferred Securities to be listed on any Exchange; (iii) to prepare and file and execute on behalf of the Trust such applications, reports, surety bonds, irrevocable consents, appointments of attorney for the Trust, may deem necessary or desirable to register the Preferred Securities under the securities or "Blue Sky" laws of such jurisdictions as the Sponsor, on behalf of the Trust, may deem necessary or desirable; (iv) to negotiate the terms of and execute on behalf of the Trust one or more underwriting, other purchase agreements and related agreements among the Trust, the Sponsor and underwriters, dealer(s) or agent(s) relating to the Preferred Securities, as the Sponsor, on behalf of the Trust, may deem necessary or desirable; and (v) to execute and deliver on behalf of the Trust letters or documents to, or instruments for filing with, a depository relating to the Preferred Securities. In the event that any filing referred to in clauses (i), (ii) or (iii) above is required by the rules and regulations of the Commission, any Exchange, the National Association of Securities Dealers, Inc. or state securities or blue sky laws, to be executed on behalf of the Trust by a Trustee, any natural person appointed pursuant to Section 5 hereof, in his or her capacity as trustee of the Trust, and the Sponsor are hereby authorized to join in any such filing and to execute on behalf of the Trust any and all of the foregoing. 5. The number of Trustees initially shall be three (3) and thereafter the number of Trustees shall be such number as shall be fixed from time to time by a written instrument signed by the Sponsor that may increase or decrease the number of Trustees; provided, however, that the number of Trustees shall in no event be less than three (3); and provided, further that to the extent required by the Business Trust Act, one Trustee shall either be a natural person who is a resident of the State of Delaware or, if not a natural person, an entity that has its principal place of business in the State of Delaware and meets other requirements imposed by applicable law (the "Delaware Trustee"). Subject to the foregoing, the Sponsor is entitled to appoint or remove without cause any Trustee at any time. Any Trustee may resign upon thirty days' prior notice to the Sponsor. -2- 6. The Trust may be dissolved and terminated at the election of the Sponsor. 7. This Declaration of Trust may be executed in one or more counterparts. 8. This Declaration of Trust shall be governed by, and construed in accordance with, the laws of the State of Delaware (without regard to conflict of laws principles). IN WITNESS WHEREOF, the parties hereto have caused this Declaration of Trust to be duly executed as of the day and year first above written. THE GOODYEAR TIRE & RUBBER COMPANY, as Sponsor By: Stephanie W. Bergeron ------------------------------------------------ Name: Stephanie W. Bergeron Title: Senior Vice President and Treasurer JPMORGAN CHASE BANK, as Property Trustee By: /s/ Patrick J. Healy ------------------------------------------------ Name: Patrick J. Healy Title: Vice President CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION as Delaware Trustee By: /s/ Dennis Kelly ------------------------------------------------- Name: Dennis Kelly Title: Assistant Vice President STEPHANIE W. BERGERON, as Regular Trustee Stephanie W. Bergeron ----------------------------------------------------- Stephanie W. Bergeron -3- EX-4.16 18 l93286aexv4w16.txt EX-4.16 CERT. OF TRUST OF GOODYEAR CAPITAL TRUST EXHIBIT 4.16 CERTIFICATE OF TRUST OF GOODYEAR CAPITAL TRUST III The undersigned Trustees of Goodyear Capital Trust III (the "Trust"), pursuant to the Delaware Business Trust Act (12 Del. C. ss.3801, et seq.), HEREBY CERTIFY: 1. Name. The name of the business trust formed hereby is: Goodyear Capital Trust III 2. Delaware Trustee. The name and business address of the Delaware Trustee of the Trust in the state of Delaware is Chase Manhattan Bank USA, National Association, c/o JPMorgan Chase Bank, Attention: Institutional Trust Services, 500 Stanton Christiana Road, Floor3/OPS4, Newark, Delaware 19713. IN WITNESS WHEREOF, the undersigned, being all of the Trustees of the Trust, have executed this Certificate of Trust as of the 12th day of June, 2002. DELAWARE TRUSTEE: Chase Manhattan Bank USA, National Association By: /s/ Dennis Kelly ------------------------------------------- Name: Dennis Kelly Title: Assistant Vice President PROPERTY TRUSTEE: JPMORGAN CHASE BANK By: /s/ Patrick J. Healy ------------------------------------------- Name: Patrick J. Healy Title: Vice President REGULAR TRUSTEE: /s/ Stephanie W. Bergeron ----------------------------------------------- Stephanie W. Bergeron EX-4.17 19 l93286aexv4w17.txt EX-4.17 GUARANTEE AGREEMENT EXHIBIT 4.17 FORM OF THE GOODYEAR TIRE & RUBBER COMPANY GUARANTEE AGREEMENT GOODYEAR CAPITAL TRUST [I] [II] [III] ___________________________ DATED AS OF ____________________, ____ TABLE OF CONTENTS ARTICLE I DEFINITIONS
Page ---- Section 1.1 Definitions 1 ARTICLE II TRUST INDENTURE ACT Section 2.1 Trust Indenture Act; Application 5 Section 2.2 Lists of Holders of Preferred Securities 6 Section 2.3 Reports by the Guarantee Trustee 6 Section 2.4 Periodic Reports to the Guarantee Trustee 6 Section 2.5 Evidence of Compliance with Conditions Precedent 7 Section 2.6 Events of Default; Waiver 7 Section 2.7 Disclosure of Information 7 Section 2.8 Conflicting Interest 7 ARTICLE III POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE Section 3.1 Powers and Duties of the Guarantee Trustee 8 Section 3.2 Certain Rights and Duties of the Guarantee Trustee 8 Section 3.3 Not Responsible for Recitals or Issuance of Guarantee 11 Section 3.4 The Guarantee Trustee May Own Preferred Securities 11 Section 3.5 Moneys Received by the Guarantee Trustee to Be Held in Trust 11 Section 3.6 Compensation and Expenses of Guarantee Trustee 11 ARTICLE IV GUARANTEE TRUSTEE Section 4.1 Qualifications 12 Section 4.2 Appointment, Removal and Resignation of the Guarantee Trustee 12 ARTICLE V GUARANTEE Section 5.1 Guarantee 13 Section 5.2 Waiver of Notice 13 Section 5.3 Obligations Not Affected 14 Section 5.4 Enforcement of Guarantee 15
Section 5.5 Guarantee of Payment 15 Section 5.6 Subrogation 15 Section 5.7 Independent Obligations 15 ARTICLE VI LIMITATION OF TRANSACTIONS; SUBORDINATION Section 6.1 Limitation of Transactions 16 Section 6.2 Subordination 16 ARTICLE VII TERMINATION Section 7.1 Termination 16 ARTICLE VIII LIMITATION OF LIABILITY; INDEMNIFICATION Section 8.1 Exculpation 17 Section 8.2 Indemnification 17 Section 8.3 Survive Termination 17 ARTICLE IX MISCELLANEOUS Section 9.1 Successors and Assigns 18 Section 9.2 Amendments 18 Section 9.3 Notices 18 Section 9.4 Genders 19 Section 9.5 Benefit 19 Section 9.6 Governing Law 19 Section 9.7 Counterparts 19 Section 9.8 Limited Liability 19 Section 9.9 [Exercise of Overallotment Option] 19

GUARANTEE AGREEMENT This GUARANTEE AGREEMENT, dated as of _____________, ______, is executed and delivered by THE GOODYEAR TIRE & RUBBER COMPANY, an Ohio corporation (the "Guarantor"), and [ ], a New York banking corporation, as the initial Guarantee Trustee (as defined herein) for the benefit of the Holders (as defined herein) from time to time of the Preferred Securities (as defined herein) of Goodyear Capital Trust [I] [II] [III], a Delaware statutory business trust (the "Issuer"). WHEREAS, pursuant to an [Amended and Restated] Declaration of Trust (the "Declaration"), dated as of _________________, _____ among the trustees of the Issuer named therein, The Goodyear Tire & Rubber Company, as Sponsor, and the Holders from time to time of preferred undivided beneficial interests in the assets of the Issuer, the Issuer may issue up to $_________ aggregate liquidation amount of its _____% [Convertible] Trust Preferred Securities (the "Preferred Securities") representing preferred undivided beneficial interests in the assets of the Issuer and having the terms set forth in the Declaration [, of which $_________ liquidation amount of Preferred Securities is being issued as of the date hereof. Up to the remaining $__________ liquidation amount of Preferred Securities may be issued by the Issuer if and to the extent that the over-allotment option granted by the Guarantor and the Issuer pursuant to the Underwriting Agreement (as may be defined in the Declaration) is exercised by the Underwriters named in the Underwriting Agreement)]; and WHEREAS, as incentive for the Holders to purchase Preferred Securities, the Guarantor desires to irrevocably and unconditionally agree, to the extent set forth herein, to pay to the Holders the Guarantee Payments (as defined herein) and to make certain other payments on the terms and conditions set forth herein; NOW, THEREFORE, in consideration of the purchase by the initial purchasers thereof of Preferred Securities, which purchase the Guarantor hereby agrees shall benefit the Guarantor, the Guarantor executes and delivers this Guarantee Agreement for the benefit of the Holders from time to time. ARTICLE I DEFINITIONS SECTION 1.1. DEFINITIONS. In this Guarantee Agreement, unless the context otherwise requires: (a) Capitalized terms used in this Guarantee Agreement but not defined in the preamble or recitals above have the respective meanings assigned to them in this Section 1.1. (b) A term defined anywhere in this Guarantee Agreement has the same meaning throughout. 1 (c) All references to "the Guarantee Agreement" or "this Guarantee Agreement" are to this Guarantee Agreement as modified, supplemented or amended from time to time. (d) All references in this Guarantee Agreement to Articles and Sections are to Articles and Sections of this Guarantee Agreement unless otherwise specified. (e) A term defined in the Trust Indenture Act has the same meaning when used in this Guarantee Agreement unless otherwise defined in this Guarantee Agreement or unless the context otherwise requires. (f) A reference to the singular includes the plural and vice versa. (g) The term: "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 purposes of this definition, "control" of a Person shall mean the power to direct 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" shall have meanings correlative to the foregoing. "Business Day" has the meaning set forth in the Indenture. "Commission" means the Securities and Exchange Commission. "Common Securities" means the securities representing common undivided beneficial interests in the assets of the Issuer and having the terms set forth in Exhibit [ ] to the Declaration. "Common Stock" means the common stock, without par value, of the Guarantor, including related preferred stock purchase rights. "Covered Person" means any Holder or beneficial owner of Preferred Securities. "Debentures" means the series of [convertible] unsecured [subordinated] [and unsubordinated] [debentures] [bonds] [notes] issued to the [Property Trustee] [Trust] by The Goodyear Tire & Rubber Company under the Indenture and entitled the "____% [Convertible] [Subordinated] [Debentures] [Bonds] [Notes] due [__________]." "Declaration" has the meaning set forth in the recitals above. "Distributions" means the periodic distributions and other payments payable to Holders in accordance with the terms of the Preferred Securities set forth in Exhibit [ ] to the Declaration. "Dollar" has the meaning set forth in the Indenture. 2 "Event of Default" means a default by the Guarantor on any of its payment or other obligations under this Guarantee Agreement; provided, however, that, except with respect to a default in payment of any Guarantee Payment, and such default shall constitute an Event of Default only if the Guarantor shall have received notice of such default and shall not have cured such default within 60 days after receipt of such notice. "Guarantee Payments" means the following payments or distributions, without duplication, with respect to the Preferred Securities, to the extent not paid or made by or on behalf of the Issuer: (i) any accumulated and unpaid Distributions, and the Redemption Price, including all accumulated and unpaid Distributions to the date of redemption, to the Preferred Securities called for redemption by the Issuer but only if and to the extent that in each case the Guarantor has made a payment to the Property Trustee of principal of, any premium or interest on, (including any related amount required by the Indenture) to the Debentures and (ii) upon a voluntary or involuntary dissolution of the Issuer (other than in connection with the distribution of Debentures to Holders in exchange for Preferred Securities or the redemption of the Preferred Securities in full upon the maturity or redemption of the Debentures as provided in the Declaration), the lesser of (a) the aggregate of the liquidation amount and all accumulated and unpaid Distributions on the Preferred Securities to the date of payment, to the extent the Issuer has funds on hand legally available therefor, and (b) the amount of assets of the Issuer remaining available for distribution to Holders in liquidation of the Issuer as required by applicable law (in either case, the "Liquidation Distribution"). "Guarantee Trustee" means [ ], a New York banking corporation, in its capacity as guarantee trustee hereunder, until a Successor Guarantee Trustee has been appointed and has accepted such appointment pursuant to the terms of this Guarantee Agreement, and thereafter means each such Successor Guarantee Trustee, in its capacity as guarantee trustee hereunder. "Holder" means any holder, as registered on the books and records of the Issuer, of any Preferred Securities; provided, however, that in determining whether the holders of the requisite percentage of Preferred Securities have given any request, notice, consent or waiver hereunder, "Holder" shall not include the Guarantor or any Affiliate of the Guarantor; provided further, that in determining whether the Holders of the requisite liquidation amount of Preferred Securities have voted on any matter provided for in this Guarantee Agreement, for purposes of such determination only (and not for any other purposes hereunder), if the Preferred Securities remain in the form of one or more Global Certificates (as defined in the Declaration), then the term "Holders" shall mean the holder of the Global Certificates acting at the direction of the Preferred Security Beneficial Owners (as defined in the Declaration). "Indemnified Person" means the Guarantee Trustee, any Affiliate of the Guarantee Trustee, and any officers, directors, shareholders, members, partners, employees, representatives or agents of the Guarantee Trustee. "Indenture" means the Indenture dated as of _____________, ______ between The Goodyear Tire & Rubber Company and The JPMorgan Chase Bank, as trustee, as supplemented 3 by the [Board Action] [Supplemental Indenture thereto] dated as of ___________, ______ (the "Supplemental Indenture"), pursuant to which the Debentures are to be issued to the [Property Trustee] [Trust]. "Majority of Outstanding Preferred Securities" means Holder(s) of outstanding Preferred Securities, voting together as a single class, who are the record owners of Preferred Securities representing a majority of the outstanding Preferred Securities. "Majority in Liquidation Amount of the Preferred Securities" means, except as otherwise required by the Trust Indenture Act, Holder(s) of outstanding Preferred Securities voting together as a single class, who are the record owners of Preferred Securities voting together as a single class who are record owners of Preferred Securities whose liquidation amount (including the stated amount that would be paid on redemption, liquidation or otherwise, plus accrued and unpaid distributions to the date upon which the voting percentages are determined) represents more than 50% of the liquidation amount of all outstanding Preferred Securities. In determining whether the Holders of the requisite amount of Preferred Securities have voted, Preferred Securities owned by Guarantor or any Affiliate of Guarantor or any other obligor on the Preferred Securities shall be disregarded (to the extent known to be so owned by the Guarantee Trustee) for the purpose of such determination. "Offer" means the offer by the Issuer to sell Preferred Securities in consideration for the deposit by the Guarantor of Debentures as trust assets of the Issuer, all as described in the Prospectus dated [ ]. "Officers' Certificate" means, with respect to any Person, a certificate signed by the Chairman of the Board, the President, any Vice Chairman of the Board, any Executive Vice President, the Chief Financial Officer, any Senior Vice President, any Vice President, the Treasurer, any Assistant Treasurer, the Secretary or any Assistant Secretary of such Person, and delivered to the Guarantee Trustee. One of the officers signing an Officers' Certificate given pursuant to Section 2.4 shall be the principal executive, financial or accounting officer of the Guarantor. Any Officers' Certificate delivered with respect to compliance with a condition or covenant provided for in this Guarantee Agreement shall include: (i) statement that the person making such certificate has read such covenant or condition; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate are based; (iii) a statement that, in the opinion of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with. 4 "Person" means any individual, corporation, partnership, limited liability company, joint venture, incorporated or unincorporated association, joint stock company, trust, unincorporated organization or government or other agency or political subdivision thereof or other entity of any kind. "Preferred Securities" has the meaning set forth in the recitals above. "Property Trustee" means the Person acting as Property Trustee under the Declaration. "Redemption Price" means the amount payable on redemption of the Preferred Securities in accordance with the terms of the Preferred Securities. "Responsible Officer" means, when used with respect to the Guarantee Trustee, any officer within the corporate trust department of the Guarantee Trustee, including any vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Guarantee 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, in either case, who shall have direct responsibility for the administration of this Gurantee Agreement. "Successor Guarantee Trustee" means a successor Guarantee Trustee possessing the qualifications to act as a Guarantee Trustee under Section 4.1. "Supplemental Indenture" has the meaning specified in the definition of Indenture. "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended. ARTICLE II TRUST INDENTURE ACT SECTION 2.1. TRUST INDENTURE ACT; APPLICATION. (a) This Guarantee Agreement is subject to the provisions of the Trust Indenture Act that are required to be part of this Guarantee Agreement and shall, to the extent applicable, be governed by such provisions. (b) If and to the extent that any provisions of this Guarantee Agreement limits, qualifies or conflicts with the duties imposed by Sections 310 to 317, inclusive, of the Trust Indenture Act, such imposed duties shall control. (c) The application of the Trust Indenture Act to this Guarantee Agreement shall not affect the nature of the Preferred Securities as equity securities representing preferred undivided beneficial interests in the assets of the Issuer. 5 SECTION 2.2. LISTS OF HOLDERS OF PREFERRED SECURITIES. (a) The Guarantor shall provide the Guarantee Trustee with such information as is required under Section 312(a) of the Trust Indenture Act at the times and in the manner provided in said Section 312(a), and shall provide to the Guarantee Trustee (unless the Guarantee Trustee is the registrar of the Preferred Securities) (i) within 14 days after each record date for payment of Distributions, a list, in such form as the Guarantee Trustee may reasonably require, of the names and addresses of the Holders ("List of Holders") as of such date, and (ii) at any other time, within 30 days of receipt by the Guarantor of a written request for a List of Holders of a date no more than 15 days before such List of Holders is given to the Guarantee Trustee; provided that in each case the Guarantor shall not be obligated to provide such List of Holders at any time that the List of Holders does not differ from the most recent List of Holders given to the Guarantee Trustee by the Guarantor. The Guarantee Trustee shall preserve, in as current a form as is reasonably practicable, all information contained in the Lists of Holders given to it; provided that the Guarantee Trustee may destroy any List of Holders previously given to it on receipt of a new List of Holders. (b) The Guarantee Trustee shall comply with its obligations under Section 312(b) of the Trust Indenture Act. SECTION 2.3. REPORTS BY THE GUARANTEE TRUSTEE. Within 60 days after [ ] of each year, commencing [ ], the Guarantee Trustee shall deliver to the Holders such reports as are required by Section 313 of the Trust Indenture Act, if any, in the form, in the manner and at the times provided by Section 313 of the Trust Indenture Act. The Guarantee Trustee shall also comply with the other requirements of Section 313, including subsection (d), of the Trust Indenture Act. A copy of each such report shall, at the time of such transmission to the Holders, be filed by the Guarantee Trustee with the Guarantor, with each stock exchange or quotation system upon which any Preferred Securities are listed or traded (if so listed or traded) and also with the Commission. The Guarantor agrees to notify the Guarantee Trustee when any Preferred Securities become listed on any stock exchange or quotation system and of any delisting thereof. SECTION 2.4. PERIODIC REPORTS TO THE GUARANTEE TRUSTEE. The Guarantor shall provide to the Guarantee Trustee, the Commission and the Holders, as applicable, such documents, reports and information (if any) as required by Section 314(a) (1), (2) and (3) of the Trust Indenture Act and the compliance certificates required by Section 314(a) (4) and (c) of the Trust Indenture Act, any such certificates to be provided in the form, in the manner and at the times required by Section 314(a) (4) and Section 314(c) of the Trust Indenture Act (provided that any certificate to be provided pursuant to Section 314(a) (4) of the Trust Indenture Act shall be provided within 120 days of the end of each fiscal year of the Issuer). Delivery of such reports, information and documents to the Guarantee Trustee is for informational purposes only and the Guarantee Trustee's receipt of such shall not constitute constructive notice of any information contained therein, including the Guarantor's compliance 6 with any of its covenants hereunder (as to which the Guarantee Trustee is entitled to rely exclusively on Officers' Certificates or on certificates provided pursuant to this Section 2.4). SECTION 2.5. EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT. The Guarantor shall provide to the Guarantee Trustee such evidence of compliance with any conditions precedent, if any, provided for in this Guarantee Agreement which relate to any of the matters set forth in Section 314(c) of the Trust Indenture Act. Any certificate or opinion required to be given by an officer pursuant to said Section 314(c) shall comply with Section 314(e) of the Trust Indenture Act and may be given in the form of an Officers' Certificate. SECTION 2.6. EVENTS OF DEFAULT; WAIVER. (a) The Holders of a Majority [of Outstanding] [in Liquidation Amounts of the]Preferred Securities may, by vote (i) on behalf of the Holders, waive any past Event of Default and its consequences or (ii) direct the time, method and place of conducting any proceedings for any remedy available to the Guarantee Trustee. Upon such waiver, any such Event of Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Guarantee Agreement, but no such waiver shall extend to any subsequent or other default or Event of Default, or impair any right consequent thereon. (b) Subject to Section 2.6(a), the right of any Holder to receive payment of the Guarantee Payments in accordance with this Guarantee Agreement, or to institute suit for the enforcement of any such payment, shall not be impaired without the consent of each such Holder. SECTION 2.7. DISCLOSURE OF INFORMATION. The disclosure of information as to the names and addresses of the Holders in accordance with Section 312 of the Trust Indenture Act, regardless of the source from which such information was derived, shall not be deemed to be a violation of any existing law, or any law hereafter enacted which does not specifically refer to Section 312 of the Trust Indenture Act, nor shall the Guarantee Trustee be held accountable by reason of mailing any material pursuant to a request made under Section 312(b) of the Trust Indenture Act. SECTION 2.8. CONFLICTING INTEREST. (a) The Declaration shall be deemed to be specifically described in this Guarantee Agreement for the purposes of clause (i) of the first proviso contained in Section 310(b) of the Trust Indenture Act. (b) The Guarantee Trustee shall comply with its obligations under Sections 310(b) and 311 of the Trust Indenture Act. 7 ARTICLE III POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE SECTION 3.1. POWERS AND DUTIES OF THE GUARANTEE TRUSTEE. (a) This Guarantee Agreement shall be held by the Guarantee Trustee in trust for the benefit of the Holders. The Guarantee Trustee shall not transfer its right, title and interest in this Guarantee Agreement to any Person except a Successor Guarantee Trustee on acceptance by such Successor Guarantee Trustees of its appointment to act as Guarantee Trustee or to a Holder exercising his or her rights pursuant to Section 5.4(iv). The right, title and interest of the Guarantee Trustee to this Guarantee Agreement shall vest automatically in each Person who may hereafter be appointed as Guarantee Trustee in accordance with Article IV. Such vesting and cessation of title shall be effective whether or not conveyancing documents have been executed and delivered. (b) If an Event of Default has occurred and is continuing, the Guarantee Trustee shall enforce this Guarantee Agreement for the benefit of the Holders [of the Preferred Securities]. (c) This Guarantee Agreement and all moneys received by the Guarantee Trustee in respect of the Guarantee Payments will not be subject to any right, charge, security interest, lien or claim of any kind in favor of, or for the benefit of, the Guarantee Trustee or its agents or their creditors. (d) The Guarantee Trustee shall, within 90 days after the occurrence of an Event of Default actually known to a Responsible Officer of the Guarantee Trustee, transmit by mail, first class postage prepaid, to the Holders, as their names and addresses appear upon the List of Holders, notice of all such Events of Default, unless such defaults shall have been cured before the giving of such notice; provided that the Guarantee Trustee shall be protected in withholding such notice if and so long as the board of directors, the executive committee or a trust committee of directors and/or Responsible Officers of the Guarantee Trustee in good faith determine that the withholding of such notice is in the interests of the Holders. The Guarantee Trustee shall not be deemed to have knowledge of any Event of Default except any Event of Default as to which the Guarantee Trustee shall have received written notice or a Responsible Officer charged with the administration of this Guarantee Agreement shall have obtained written notice of such Event of Default. (e) The Guarantee Trustee shall not resign and shall continue to serve as a trustee until a Successor Guarantee Trustee has been appointed and accepted that appointment in accordance with Article IV. SECTION 3.2. CERTAIN RIGHTS AND DUTIES OF THE GUARANTEE TRUSTEE. (a) The Guarantee Trustee, before the occurrence of an Event of Default and after the curing or waiving of all Events of Default that may have occurred, shall undertake to perform 8 only such duties as are specifically set forth in this Guarantee Agreement, and no implied covenants shall be read into this Guarantee Agreement against the Guarantee Trustee. In case an Event of Default has occurred (that has not been cured or waived pursuant to Section 2.6), the Guarantee Trustee shall exercise such of the rights and powers vested in it by this Guarantee Agreement, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (b) No provision of this Guarantee Agreement shall be construed to relieve the Guarantee Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (i) prior to the occurrence of an Event of Default and after the curing or waiving of all such Events of Default that may have occurred: (A) the duties and obligations of the Guarantee Trustee shall be determined solely by the express provisions of this Guarantee Agreement, and the Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Guarantee Agreement, and no implied covenants or obligations shall be read into this Guarantee Agreement against the Guarantee Trustee; and (B) in the absence of bad faith on the part of the Guarantee Trustee, the Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Guarantee Trustee and conforming to the requirements of this Guarantee Agreement; provided, however, that in the case of any such certificates or opinions that by any provision hereof or the Trust Indenture Act are specifically required to be furnished to the Guarantee Trustee, the Guarantee Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Guarantee Agreement or the Trust Indenture Act, as the case may be; (ii) the Guarantee Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Guarantee Trustee, unless it shall be proved that the Guarantee Trustee was negligent in ascertaining the pertinent facts upon which such judgment was made; (iii)the Guarantee Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a Majority of Outstanding Preferred Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee, or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (iv) no provision of this Guarantee Agreement shall require the Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the 9 performance of any of its duties or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Guarantee Agreement or adequate indemnity against such risk or liability is not reasonably assured to it. (c) Subject to the provisions of Section 3.2(a) and (b): (i) whenever in the administration of this Guarantee Agreement, the Guarantee Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Guarantee Trustee (unless other evidence is herein specifically prescribed) may, in the absence of bad faith on its part, request and rely upon an Officers' Certificate, which shall comply with the provisions of Section 314(e) of the Trust Indenture Act and which, upon receipt of such request, shall be promptly delivered by the Guarantor; (ii) the Guarantee Trustee (A) may consult with counsel (which may be counsel to the Guarantor or any of its Affiliates and may include any of its employees) selected by it in good faith and with due care and the written advice or opinion of such counsel with respect to legal matters shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon and in accordance with such advice and opinion and (B) shall have the right at any time to seek instructions concerning the administration of this Guarantee Agreement from any court of competent jurisdiction; (iii)the Guarantee Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys, and the Guarantee Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed by it in good faith and with due care; (iv) the Guarantee Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Guarantee Agreement at the request or direction of any Holder, unless such Holder shall have offered to the Guarantee Trustee security and indemnity satisfactory to the Guarantee Trustee against the costs, expenses (including attorneys' fees and expenses) and liabilities that might be incurred by it in complying with such request or direction; provided, that nothing contained in this clause (iv) shall relieve the Guarantee Trustee of the obligation, upon the occurrence of an Event of Default (which has not been cured or waived) to exercise such of the rights and powers vested in it by this Guarantee Agreement, and to use the same degree of care and skill in this exercise as a prudent person would exercise or use under the circumstances in the conduct of his own affairs; and (v) any action taken by the Guarantee Trustee or its agents hereunder shall bind the Holders, and the signature of the Guarantee Trustee or its agents alone shall be sufficient and effective to perform any such action; and no third party shall be required to inquire as to the authority of the Guarantee Trustee to so act, or as to its compliance with any of the terms and provisions of this Guarantee Agreement, both 10 of which shall be conclusively evidenced by the Guarantee Trustee's or its agent's taking such action. SECTION 3.3. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF GUARANTEE. The recitals contained in this Guarantee Agreement shall be taken as the statements of the Guarantor, and the Guarantee Trustee does not assume any responsibility for their correctness. The Guarantee Trustee makes no representations as to the validity or sufficiency of this Guarantee Agreement. SECTION 3.4. THE GUARANTEE TRUSTEE MAY OWN PREFERRED SECURITIES. The Guarantee Trustee, in its individual or any other capacity, may become the owner or pledgee of Preferred Securities and may otherwise deal with the Guarantor with the same rights it would have if it were not the Guarantee Trustee. SECTION 3.5. MONEYS RECEIVED BY THE GURANTEE TRUSTEE TO BE HELD IN TRUST. All moneys received by the Guarantee Trustee in respect of Guarantee Payments shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated from other funds except to the extent required by law. The Guarantee Trustee shall be under no liability for interest on any moneys received by it hereunder except such as it may agree in writing to pay thereon. SECTION 3.6. COMPENSATION AND EXPENSES OF GUARANTEE TRUSTEE. The Guarantor covenants and agrees to pay to the Guarantee Trustee from time to time, and the Guarantee Trustee shall be entitled to, such compensation as the Guarantor and the Guarantee Trustee shall from time to time agree in writing (which shall not be limited by any provision of law in regard to the compensation of a Guarantee Trustee of an express trust) for all services rendered by it in the exercise and performance of any of the powers and duties hereunder of the Guarantee Trustee, and the Guarantor will pay or reimburse the Guarantee Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Guarantee Trustee in accordance with any of the provisions of this Guarantee Agreement (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence, bad faith, or willful misconduct. The Guarantor also covenants to indemnify each of the Guarantee Trustee or any predecessor Guarantee Trustee and their officers, agents, directors and employees for, and to hold them harmless against, any and all loss, liability, damage, claim or expense including taxes (other than taxes based upon, measured by or determined by the income, profit, franchise or doing business of the Guarantee Trustee) incurred without negligence, bad faith, or willful misconduct on the part of the Guarantee Trustee and arising out of or in connection with the acceptance or administration of this trust, including the reasonable costs and expenses of defending itself against any claim (whether asserted by the Guarantor, any Holder or any other 11 Person) of liability in the premises. The provisions of this Section 3.6 shall survive the termination of this Guarantee Agreement and resignation or removal of the Guarantee Trustee. ARTICLE IV GUARANTEE TRUSTEE SECTION 4.1. QUALIFICATIONS. (a) There shall at all times be a Guarantee Trustee that shall: (i) not be an Affiliate of the Guarantor; and (ii) be a national banking association or corporation organized and doing business under the laws of the United States of America or any State or Territory thereof or of the District of Columbia, or a corporation or Person permitted by the Commission to act as an institutional trustee under the Trust Indenture Act, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000, and subject to supervision or examination by Federal, state, Territorial or District of Columbia authority. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the supervising or examining authority referred to above, then for the purposes of this clause (ii), the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Guarantee Trustee shall cease to satisfy the requirements of clauses (i) and (ii) above, the Guarantee Trustee shall immediately resign in the manner and with the effect set out in Section 4.2. If the Guarantee Trustee has or shall acquire any "conflicting interest" within the meaning of Section 310(b) of the Trust Indenture Act, the Guarantee Trustee and the Guarantor shall in all respects comply with the provisions of Section 310(b) of the Trust Indenture Act. (b) Any corporation into which the Guarantee Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Guarantee Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of the Guarantee Trustee, shall be a Successor Guarantee Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article without the execution or filing of any paper or any further act on the part of any of the parties hereto. SECTION 4.2. APPOINTMENT, REMOVAL AND RESIGNATION OF THE GUARANTEE TRUSTEE. (a) Subject to Section 4.2(b), the Guarantee Trustee may be appointed or removed without cause at any time by the Guarantor. 12 (b) The Guarantee Trustee shall not be removed in accordance with Section 4.2(a) until a Successor Guarantee Trustee possessing the qualifications to act as Guarantee Trustee under Section 4.1(a) has been appointed and has accepted such appointment by written instrument executed by such Successor Guarantee Trustee and delivered to the Guarantor and the Guarantee Trustee being removed. (c) The Guarantee Trustee appointed to office shall hold office until its successor shall have been appointed or until its removal or resignation. (d) The Guarantee Trustee may resign from office (without need for prior or subsequent accounting) by an instrument (a "Resignation Request") in writing signed by the Guarantee Trustee and delivered to the Guarantor, which resignation shall take effect upon such delivery or upon such later date as is specified therein; provided, however, that no such resignation of the Guarantee Trustee shall be effective until a Successor Guarantee Trustee possessing the qualifications to act as Guarantee Trustee under Section 4.1(a) has been appointed and has accepted such appointment by instrument executed by such Successor Guarantee Trustee and delivered to the Guarantor and the resigning Guarantee Trustee. (e) If no Successor Guarantee Trustee shall have been appointed and accepted appointment as provided in this Section 4.2 within 60 days after delivery to the Guarantor of a Resignation Request, the resigning Guarantee Trustee may petition any court of competent jurisdiction for appointment of a Successor Guarantee Trustee. Such court may thereupon after such notice, if any, as it may deem proper, appoint a Successor Guarantee Trustee. ARTICLE V GUARANTEE SECTION 5.1. GUARANTEE. The Guarantor irrevocably and unconditionally agrees to pay in full the Guarantee Payments (without duplication of amounts theretofore paid by the Issuer), as and when due, to the Holders as of the date upon which such Guarantee Payments due, regardless of any defense, right of setoff or counterclaim which the Issuer may have or assert. The Guarantor's obligation to make a Guarantee Payment may be satisfied by direct payment of the required amounts by the Guarantor to the Holders or to the Guarantee Trustee for remittance to the Holders or by causing the Issuer to pay such amounts to the Holders. Notwithstanding anything to the contrary herein, the Guarantor retains all of its rights to (i) extend the interest payment period on the Debentures and the Guarantor shall not be obligated hereunder to make any Guarantee Payment during any Extended Interest Payment Period (as defined in the Supplemental Indenture) with respect to the Distributions on the Preferred Securities and (ii) redeem or change the maturity date of the Debentures, in each case to the extent permitted by the Indenture. SECTION 5.2. WAIVER OF NOTICE. The Guarantor hereby waives notice of acceptance of this Guarantee Agreement and of any liability to which it applies or may apply, presentment, demand for payment, any right to 13 require a proceeding first against the Issuer or any other Person before proceeding against the Guarantor, protest, notice of nonpayment, notice of dishonor, notice of redemption and all other notices and demands. SECTION 5.3. OBLIGATIONS NOT AFFECTED. The obligations, covenants, agreements and duties of the Guarantor under this Guarantee Agreement shall in no way be affected or impaired by reason of the happening from time to time of any of the following: (a) the release or waiver, by operation of law or otherwise, of the performance or observance by the Issuer of any express or implied agreement, covenant, term or condition relating to the Preferred Securities to be performed or observed by the Issuer; (b) the extension of time for the payment by the Issuer of all or any portion of the Distributions (other than an extension of time for payment of Distributions that result from any Extended Interest Payment Period), Redemption Price, Liquidation Distribution (as may be defined in the Declaration) or any other sums payable under the terms of the Preferred Securities or the extension of time for the performance of any other obligation under, arising out of, or in connection with, the Preferred Securities (other than an extension of time for payment of Distributions that result from any Extended Interest Payment Period); (c) any failure, omission, delay or lack of diligence on the part of the Guarantee Trustee or the Holders to enforce, assert or exercise any right, privilege, power or remedy conferred on the Guarantee Trustee or the Holders pursuant to the terms hereof or of the Preferred Securities, respectively, or any action on the part of the Issuer granting indulgence or extension of any kind; (d) the voluntary or involuntary liquidation, dissolution, sale of any collateral, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of debt of, or other similar proceedings affecting, the Issuer or any of the assets of the Issuer; (e) any invalidity of, or defect or deficiency in, the Preferred Securities; (f) the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or (g) any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a guarantor, it being the intent of this Section 5.3 that the obligations of the Guarantor with respect to the Guarantee Payments shall be absolute and unconditional under any and all circumstances. There shall be no obligation of the Guarantee trustee or the Holders to give notice to, or obtain consent of, the Guarantor with respect to the happening of any of the foregoing. 14 SECTION 5.4. ENFORCEMENT OF GUARANTEE. The Guarantor and the Guarantee Trustee expressly acknowledge and agree that (i) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (ii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (iii) Holders representing not less than a Majority [of Outstanding] [in liquidation amount of] Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust or other power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (iv) if the Guarantee Trustee fails to enforce this Guarantee Agreement as provided in clauses (ii) and (iii) above, any Holder may institute a legal proceeding directly against the Guarantor to enforce such Holder's rights under this Guarantee Agreement, without first instituting a legal proceeding against the Issuer, the Guarantee Trustee or any other Person. Notwithstanding the foregoing, if the Guarantor has failed to make a Guarantee Payment, a Holder may directly institute a proceeding against the Guarantor for enforcement of this Guarantee Agreement for such payment without first instituting a legal proceeding against the Issuer, the Guarantee Trustee or any other Person. SECTION 5.5. GUARANTEE OF PAYMENT. This Guarantee Agreement creates a guarantee of payment and not merely of collection. This Guarantee Agreement will not be discharged except by payment of the Guarantee Payments in full (without duplication of amounts theretofore paid by the Issuer) or upon the distribution of the Debentures to the Holders as provided in the Declaration. SECTION 5.6. SUBROGATION. The Guarantor shall be subrogated to all (if any) rights of the Holders against the Issuer in respect of any amounts paid to the Holders by the Guarantor under this Guarantee Agreement; provided, however, that the Guarantor shall not (except to the extent required by mandatory provisions of law) be entitled to enforce or exercise any rights which it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this Guarantee Agreement, if, at the time of any such payment, any amounts are due and unpaid under this Guarantee Agreement. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders or to the Guarantee Trusts for remittance to the Holders. SECTION 5.7. INDEPENDENT OBLIGATIONS. The Guarantor acknowledges that its obligations hereunder are independent of the obligations of the Issuer with respect to the Preferred Securities and that the Guarantor shall be liable as principal and as debtor hereunder to make Guarantee Payments pursuant to the terms of this Guarantee Agreement notwithstanding the occurrence of any event referred to in subsections (a) through (g), inclusive, of Section 5.3 hereof. 15 ARTICLE VI LIMITATION OF TRANSACTIONS; SUBORDINATION SECTION 6.1. LIMITATION OF TRANSACTIONS. So long as any Preferred Securities remain outstanding, the Guarantor (i) will remain the sole direct or indirect owner of all of the outstanding Common Securities and shall not cause or permit the Common Securities to be transferred except to the extent such transfer is permitted under Section [ ] of the Declaration; provided that any permitted successor of the Guarantor under the Indenture may succeed to the Guarantor's direct or indirect ownership of the Common Securities, [(ii) will cause the holder of the Common Securities to satisfy the requirements of Section [ ] of the Declaration] and (iii) will use reasonable efforts to cause the Issuer to continue to be treated as a grantor trust for United States federal income tax purposes, except in connection with a distribution of Debentures as provided in the Declaration. SECTION 6.2. SUBORDINATION. This Guarantee Agreement will constitute an unsecured obligation of the Guarantor and will rank (i) subordinate and junior in right of payment of all other liabilities of the Guarantor, including the Debentures, and any guarantees of the Guarantor relating to such liabilities, except in each case those made pari passu or subordinate by their terms, and (ii) senior to all capital stock [(other than the most senior preferred stock issued from time to time, if any, by the Guarantor, which preferred stock will rank pari passu with this Guarantee Agreement)] and to any guarantee now or hereafter entered into by the Guarantor in respect of any of its capital stock [(other than the most senior preferred stock issued by the guarantor)] now or hereafter issued by the Guarantor. The Guarantor's obligations under this Guarantee Agreement will rank pari passu with respect to obligations under other securities (other than capital stock) the Guarantor may issue from time to time and other guarantee agreements which it may enter into from time to time to the extent that (i) such agreements shall provide for comparable guarantees by the Guarantor of payment on preferred securities issued by other trusts, partnerships or other entities affiliated with the Guarantor that are financing vehicles of the Guarantor and (ii) the debentures or other evidences of indebtedness of the Guarantor relating to such preferred securities are junior subordinated, unsecured indebtedness of the Guarantor.] ARTICLE VII TERMINATION SECTION 7.1. TERMINATION. This Guarantee Agreement shall terminate and be of no further force and effect (i) upon full payment of the Redemption Price of all Preferred Securities, (ii) upon the distribution of Debentures [, or any securities into which such Debentures are convertible,] to Holders and holders of Common Securities in exchange for all of the Preferred Securities and Common Securities or (iii) upon full payment of the amounts payable in accordance with the Declaration upon liquidation of the Issuer. Notwithstanding the foregoing, this Guarantee Agreement will 16 continue to be effective or will be reinstated, as the case may be, if at any time any Holder must restore payment of any sums paid with respect to the Preferred Securities or under this Guarantee Agreement. ARTICLE VIII LIMITATION OF LIABILITY; INDEMNIFICATION SECTION 8.1. EXCULPATION. (a) No Indemnified Person shall be liable, responsible or accountable in damages or otherwise to the Guarantor or any Holder for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Indemnified Person in good faith in accordance with this Guarantee Agreement and in a manner such Indemnified Person reasonably believed to be within the scope of the authority conferred on such Indemnified Person by this Guarantee Agreement or by law, except that an Indemnified Person shall be liable for any such loss, damage or claim incurred by reason of such Indemnified Person's negligence or willful misconduct with respect to such acts or omissions. (b) An Indemnified Person shall be fully protected in relying in good faith upon the records of the Guarantor and upon such information, opinions, reports or statements presented to the Guarantor by any Person as to matters the Indemnified Person reasonably believes are within such other Person's professional or expert competence and who has been selected with reasonable care by or on behalf of the Guarantor, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits, losses or any other facts pertinent to the existence and amount of assets from which Distributions to Holders might properly be paid. SECTION 8.2. INDEMNIFICATION. To the fullest extent permitted by applicable law, the Guarantor shall indemnify and hold harmless each Indemnified Person from and against any loss, damage or claim incurred by such Indemnified Person by reason of any act or omission performed or omitted by such Indemnified Person in good faith in accordance with this Guarantee Agreement and in a manner such Indemnified Person reasonably believed to be within the scope of authority conferred on such Indemnified Person by this Guarantee Agreement, except that no Indemnified Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Indemnified Person by reason of negligence or willful misconduct with respect to such acts or omissions. SECTION 8.3. SURVIVE TERMINATION. The provisions of Section 8.1 and 8.2 shall survive the termination of this Guarantee Agreement or the resignation or removal of the Guarantee Trustee. 17 ARTICLE IX MISCELLANEOUS SECTION 9.1. SUCCESSORS AND ASSIGNS. All guarantees and agreements contained in this Guarantee Agreement shall bind the successors, assignees, receivers, trustees and representatives of the Guarantor and shall inure to the benefit of the Guarantee Trustee and the Holders then outstanding. Except in connection with a consolidation, merger or sale involving the Guarantor that is permitted under Article [ ] of the Indenture, the Guarantor shall not assign its obligations hereunder. SECTION 9.2. AMENDMENTS. Except with respect to any changes which do not adversely affect the rights of Holders in any material respect (in which case no consent of Holders will be required), this Guarantee Agreement may only be amended with the prior approval of the Guarantor, the Guarantee Trustee and the Holders of not less than a Majority of Outstanding Preferred Securities. The provisions of Section [ ] of the Declaration concerning meetings, and actions by written consent without a meeting, of Holders shall apply to the giving of such approval. SECTION 9.3. NOTICES. Any notice, request or other communication required or permitted to be given hereunder shall be in writing, in English, duly signed by the party giving such notice, and delivered, telecopied or mailed by first class mail as follows: (a) if given to the Guarantor, to the address set forth below or such other address as the Guarantor may give notice of to the Holders: The Goodyear Tire & Rubber Company 1144 East Market Street Akron, Ohio 44316-0001 Attention: Treasurer (b) if given to the Guarantee Trustee, to the address set forth below or such other address as the Guarantee Trustee may give notice of to the Holders: [ Attention: ] (c) if given to any Holder, at the address set forth on the books and records of the Issuer. 18 All notices hereunder shall be deemed to have been given when (i) received in person, (ii) telecopied with receipt confirmed, or (iii) mailed by first class mail, postage prepaid, when received, except that if a notice or other document is refused delivery or cannot be delivered because of a changed address of which no notice was given, such notice or other document shall be deemed to have been delivered on the date of such refusal or inability to deliver. SECTION 9.4. GENDERS. The masculine, feminine and neuter genders used herein shall include the masculine, feminine and neuter genders. SECTION 9.5. BENEFIT. This Guarantee Agreement is solely for the benefit of the Guarantee Trustee and the Holders and, subject to Section 3.1(a), is not separately transferable from the Preferred Securities. SECTION 9.6. GOVERNING LAW. THIS GUARANTEE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS). SECTION 9.7. COUNTERPARTS. This Guarantee Agreement may be executed in counterparts, each of which shall be an original; but such counterparts shall together constitute one and the same instrument. SECTION 9.8. LIMITED LIABILITY. Neither the Guarantee Trustee nor the Holders, in their capacities as such, shall be personally liable for any liabilities or obligations of the Guarantor arising out of this Guarantee Agreement. The parties further hereby agree that the Holders, in their capacities as such, shall be entitled to the same limitation of personal liability extended to the stockholders of private corporations for profit organized under the General Corporation Law of the State of Delaware. SECTION 9.9. [EXERCISE OF OVERALLOTMENT OPTION]. If and to the extent that Preferred Securities are issued by the Issuer upon exercise of the overallotment option referred to in the first WHEREAS clause, the Guarantor agrees to give prompt notice thereof to the Guarantee Trustee but the failure to give such notice shall not relieve the Guarantor of any of its obligations hereunder.] 19 THIS GUARANTEE AGREEMENT is executed as of the day and year first above written. THE GOODYEAR TIRE & RUBBER COMPANY By: ------------------------------------ Name: Title: [ ], as Guarantee Trustee By: ------------------------------------- Name: Title: 20 EX-5.1 20 l93286aexv5w1.txt EX-5.1 LETTER EXHIBIT 5.1 [Letterhead of The Goodyear Tire & Rubber Company] June 19, 2002 C. THOMAS HARVIE SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY The Goodyear Tire & Rubber Company 1144 East Market Street Akron, Ohio 44316-0001 Re: REGISTRATION STATEMENT ON FORM S-3; $2,000,000,000 OF SECURITIES Ladies and Gentlemen: I am a Senior Vice President, the General Counsel and the Secretary of The Goodyear Tire & Rubber Company, an Ohio corporation (the "Company"), and, in such capacity, I have acted as counsel for the Company in connection with the registration under the Securities Act of 1933, as amended (the "Act"), of up to $2,000,000,000 aggregate initial offering price of the securities described below (the "Securities") pursuant to the Registration Statement on Form S-3 (the "Registration Statement") being filed with the Securities and Exchange Commission (the "Commission") under the Act by the Company and by Goodyear Capital Trust I, Goodyear Capital Trust II and Goodyear Capital Trust III, each a Delaware statutory business trust (each a "Trust", and collectively the "Trusts"). The Registration Statement relates to the offer, issuance and sale from time to time, pursuant to Rule 415 of the General Rules and Regulations promulgated under the Act, of the following Securities: (i) one or more series of unsecured and unsubordinated debt securities of the Company (the "Debt Securities"), consisting of notes, bonds, debentures and/or other evidences of indebtedness of the Company, which may be convertible into or exchangeable for other securities issued by the Company; (ii) one or more series of subordinated debt securities of the Company (the "Subordinated Debt Securities"), consisting of notes, bonds, debentures and/or other evidences of indebtedness of the Company, which may be convertible into or exchangeable for other securities issued by the Company; (iii) shares of the common stock, without par value, of the Company (the "Common Stock"); (iv) warrants to purchase Debt Securities ("Debt Securities Warrants"); (v) warrants to purchase shares of the Common Stock ("Stock Warrants"); (vi) trust preferred securities issued by one or more of the Trusts ("Trust Preferred Securities") and related guarantees by the Company ("individually, a "Trust Guarantee", and collectively the "Trust Guarantees"); (vii) stock purchase contracts, including contracts obligating persons to purchase shares of common stock at one or more dates in the future ("Stock Purchase Contracts"); (viii) units consisting of Stock Purchase Contracts and Debt Securities, Subordinated Debt Securities, Trust Preferred Securities (and related Trust Guarantees) and/or obligations of third parties ("Stock Purchase Units"); and (ix) units consisting of any combination of the foregoing Securities ("Units"). The Securities may be issued from time to time by the Company after the Registration Statement, to which this opinion is an exhibit, becomes effective. Terms used herein and not defined herein have the meanings assigned to them in the Registration Statement. I am familiar with the Amended Articles of Incorporation and Code of Regulations of the Company, as each is amended to date, with the proceedings of the Board of Directors of the Company with respect to the proposed issuance of the Securities taken prior to the date hereof and with the affairs of the Company. I have also examined, or caused to be examined, the following instruments: (i) an executed copy of the Indenture, dated as of June 1, 2002, between the Company and JPMorgan Chase Bank, as trustee, relating to unsecured and unsubordinated debt securities (the "Debt Securities Indenture"); (ii) an executed copy of the Indenture dated as of June 15, 2002, between the Company and JPMorgan Chase Bank, as trustee, relating to subordinated debt securities (the "Subordinated Debt Securities Indenture"); (iii) the form of Debt Warrant Agreement and Debt Warrant Certificate (the "Debt Warrant Agreement") relating to warrants to purchase Debt Securities; (iv) the form of Stock Warrant Agreement and Stock Warrant Certificate (the "Stock Warrant Agreement"), relating to warrants to purchase shares of Common Stock; and (v) the form of Guarantee Agreement relating to Trust Preferred Securities that may be issued by one or more of the Trusts. In connection with this opinion, I have also reviewed, or caused to be reviewed, the Declaration of Trust and Certificate of Trust of each of -2- the Trusts and such other documents, corporate records, certificates of officers of the Company, certificates of public officials and other instruments, and made, or caused to have been made, such further investigation, as I have deemed necessary or appropriate in order to render the opinions expressed below. I have assumed the genuineness of all signatures on all documents examined or reviewed by me and the authenticity of all documents submitted to me as originals and the conformity to originals of all documents submitted to me as copies. In rendering the opinions expressed below, I have assumed that, at or prior to the time of the delivery of any Securities: (i) the terms and conditions of such Securities and the issuance and sale of such Securities will have been duly established and authorized by the Board of Directors or by a committee duly appointed by the Board of Directors and such authorization will not have been rescinded; (ii) the Registration Statement, and any amendments thereto, will have been declared effective and such effectiveness will not have been terminated or rescinded; (iii) none of the terms of such Securities, and neither the issuance and delivery of such Securities nor the compliance by the Company with the terms of such Securities, will violate any applicable law or will result in a violation of (1) any provision of any instrument or agreement then binding upon the Company, or (2) any restriction imposed by any court or governmental body having jurisdiction over the Company, and no change in law adversely affecting the validity or enforceability of such Securities will have occurred; (iv) a prospectus supplement will have been filed with the Commission describing such Securities; (v) such Securities will be issued and sold in compliance with all applicable Federal and state securities laws and in the manner stated in the Registration Statement and the applicable prospectus supplement; (vi) a definitive purchase, underwriting or other agreement with respect to the sale of such Securities will have been duly authorized and validly executed and delivered by the Company and the other party or parties thereto; and (vii) any shares of Common Stock or other Securities issuable upon the conversion, exchange, redemption or exercise of such Securities offered will be duly authorized and, if applicable, reserved for issuance upon such conversion, exchange, redemption or exercise. Based on the foregoing, I am of the opinion that: 1. The Company has been duly incorporated and is validly existing and in good standing under the laws of the State of Ohio. 2. The Debt Securities Indenture and the Subordinated Debt Securities Indenture constitute valid and binding instruments of the Company. 3. When a supplemental indenture, or any other supplement, relating to the Debt Securities Indenture providing for the issuance of a series of Debt Securities has been duly authorized, executed and delivered by the Company, the specific terms of such series of Debt Securities have been duly authorized and established in accordance with the Debt Securities Indenture, as supplemented, and such series of Debt Securities has been duly authorized, executed, authenticated, issued and delivered against payment to the Company of the purchase price of such series of Debt Securities as contemplated by the Registration Statement and the prospectus supplement relating thereto and in accordance with the Debt Securities Indenture, as supplemented, and the applicable underwriting, purchase or other agreement, such series of Debt -3- Securities will constitute valid and binding obligations of the Company entitled to the benefits of the Debt Securities Indenture, as supplemented. 4. When a supplemental indenture, or any other supplement, relating to the Subordinated Debt Securities Indenture providing for the issuance of a series of Subordinated Debt Securities has been duly authorized, executed and delivered by the Company, the specific terms of such series of Subordinated Debt Securities have been duly authorized and established in accordance with the Subordinated Debt Securities Indenture, as supplemented, and such series of Subordinated Debt Securities has been duly authorized, executed, authenticated, issued and delivered against payment to the Company of the purchase price of such series of Subordinated Debt Securities as contemplated by the Registration Statement and the prospectus supplement relating thereto and in accordance with the Subordinated Debt Securities Indenture, as supplemented, and the applicable underwriting, purchase or other agreement, such series of Subordinated Debt Securities will constitute valid and binding obligations of the Company entitled to the benefits of the Subordinated Debt Securities Indenture, as supplemented. 5. The shares of Common Stock registered under the Registration Statement, when all necessary corporate action on the part of the Company has been taken to authorize the issuance and sale of shares of Common Stock proposed to be sold by the Company, and when such shares of Common Stock are issued and delivered against payment to the Company of the purchase price of such shares of Common Stock as contemplated by the Registration Statement and the prospectus supplement relating to such shares of Common Stock in accordance with the applicable underwriting agreement, purchase or other agreement, or upon the purchase thereof pursuant to the terms of a Stock Warrant Agreement or Stock Purchase Contract or the conversion or exchange of any Debt Securities or Subordinated Debt Securities, will be validly issued, fully paid and non-assessable. 6. When Debt Securities Warrants have been duly authorized by the Company and the applicable Debt Warrant Agreement and related Debt Warrant Certificates have been duly executed and delivered by the Company against payment to the Company of the purchase price of such Debt Securities Warrants as contemplated by the Registration Statement and the prospectus supplement relating to such Debt Securities Warrants and in accordance with the applicable underwriting, purchase or other agreement, such Debt Securities Warrants will constitute valid and binding obligations of the Company. 7. When Stock Warrants have been duly authorized by the Company and the applicable Stock Warrant Agreement and Stock Warrant Certificates have been duly executed and delivered by the Company against payment to the Company of the purchase price of such Stock Warrants as contemplated by the Registration Statement and the prospectus supplement relating to such Stock Warrants and in accordance with the applicable underwriting, purchase or other agreement, such Stock Warrants will constitute valid and binding obligations of the Company. 8. When Stock Purchase Contracts have been duly authorized by the Company and the applicable stock purchase contract agreement and related agreements have been duly executed and delivered by the Company against payment to the Company of the purchase price -4- of such Stock Purchase Contracts as contemplated by the Registration Statement and the prospectus supplement relating to such Stock Purchase Contracts and in accordance with the applicable underwriting, purchase or other agreement, such Stock Purchase Contracts will constitute valid and binding obligations of the Company. 9. When Stock Purchase Units have been duly authorized by the Company and duly executed and delivered by the Company against payment to the Company of the purchase price of such Stock Purchase Units as contemplated by the Registration Statement and the prospectus supplement relating to such Stock Purchase Units and in accordance with the applicable underwriting, purchase or other agreement, such Stock Purchase Units will constitute valid and binding obligations of the Company. 10. When a Trust Guarantee has been duly authorized by the Company, the applicable Guarantee Agreement has been duly executed and delivered and the Trust Preferred Securities have been duly issued and delivered by the relevant Trust as contemplated by the Registration Statement and the prospectus supplement relating thereto and the applicable underwriting, purchase or other agreement, the Trust Guarantee will constitute the valid and binding obligation of the Company. This opinion is subject to (i) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other similar laws now or hereafter in effect relating to, affecting or limiting creditors' rights, and (ii) general principles of equity (whether considered in a proceeding at law or in equity), and (iii) the discretion of the court before which any proceeding may be brought. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In addition, I consent to the reference to me under the caption "Validity of Securities" in the prospectus. In giving this consent, I do not admit that I am in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission issued thereunder. Very truly yours, /s/ C. Thomas Harvie Senior Vice President, General Counsel and Secretary C. Thomas Harvie -5- EX-5.2 21 l93286aexv5w2.txt EX-5.2 LETTER REGARDING GOODYEAR CAPITAL TRUSTS EXHIBIT 5.2 [Letterhead of Morris, Nichols, Arsht & Tunnell] June 19, 2002 The Goodyear Capital Trusts (as defined below) c/o The Goodyear Tire & Rubber Company 1144 East Market Street Akron, Ohio 44316 Re: The Goodyear Capital Trusts --------------------------- Ladies and Gentlemen: We have acted as special Delaware counsel to Goodyear Capital Trust I, a Delaware statutory business trust ("Goodyear Capital Trust I"), Goodyear Capital Trust II, a Delaware statutory business trust ("Goodyear Capital Trust II"), and Goodyear Capital Trust III, a Delaware statutory business trust ("Goodyear Capital Trust III" and, collectively with Goodyear Capital Trust I and Goodyear Capital Trust II, the "Goodyear Capital Trusts"), in connection with certain matters of Delaware law relating to the formation of the Goodyear Capital Trusts and the proposed issuance of trust preferred securities thereof to beneficial owners pursuant to and as described in the Registration Statement (and the prospectus forming a part thereof) on Form S-3 to be filed with the Securities and Exchange Commission by The Goodyear Tire & Rubber Company, an Ohio corporation (the "Company"), on or about the date hereof (the "Registration Statement"). In rendering this opinion, we have examined copies of the following documents in the forms provided to us: the Certificate of Trust of Goodyear Capital Trust I as filed in the Office of the Secretary of State of the State of Delaware (the "State Office") on June 12, 2002 (the "Goodyear Capital Trust I Certificate"); the Declaration of Trust of Goodyear Capital Trust I dated as of June 7, 2002 (the "Goodyear Capital Trust I Original Governing Instrument"); the Certificate of Trust of Goodyear Capital Trust II as filed in the State Office on June 12, 2002 (the "Goodyear Capital Trust II Certificate"); the Declaration of Trust of Goodyear Capital Trust II dated as of June 7, 2002 (the "Goodyear Capital Trust II Original Governing Instrument"); the Certificate of Trust of Goodyear Capital Trust III as filed in the State Office on June 12, 2002 (collectively with the Goodyear Capital Trust I Certificate and the Goodyear Capital Trust II Certificate, the "Certificates"); the Declaration of Trust of Goodyear Capital Trust III dated as of June 7, 2002 The Goodyear Capital Trusts June 19, 2002 Page 2 (collectively with the Goodyear Capital Trust I Original Governing Instrument and the Goodyear Capital Trust II Original Governing Instrument, the "Original Governing Instruments"); the Registration Statement; and a certification of good standing of each Goodyear Capital Trust obtained as of a recent date from the State Office. In such examinations, we have assumed the genuineness of all signatures, the conformity to original documents of all documents submitted to us as drafts or copies or forms of documents to be executed and the legal capacity of natural persons to complete the execution of documents. We have further assumed for purposes of this opinion: (i) the due formation or organization, valid existence and good standing of each entity that is a party to any of the documents reviewed by us under the laws of the jurisdiction of its respective formation or organization; (ii) the due authorization, execution and delivery by, or on behalf of, each of the parties thereto of the above-referenced documents with respect to each Goodyear Capital Trust; (iii) that the Company, the property trustee, the Delaware trustee and each administrative trustee of each Goodyear Capital Trust will duly authorize, execute and deliver an amended and restated declaration of trust of such Goodyear Capital Trust (each, a "Governing Instrument") that incorporates the relevant provisions of the Registration Statement relating to such Goodyear Capital Trust, contains all provisions necessary to effectuate the issuance of the trust preferred securities as contemplated by the Registration Statement and complies in all respects with the provisions of the Delaware Business Trust Act, 12 Del. C. ss.ss. 3801 et seq. (the "Delaware Act"), and all other documents contemplated thereby or by the Registration Statement to be executed in connection with the formation of each Goodyear Capital Trust and the issuance by each Goodyear Capital Trust of trust preferred securities, in each case prior to the first issuance of trust preferred securities of such Goodyear Capital Trust; (iv) that the trust preferred securities of each Goodyear Capital Trust will be offered and sold pursuant to the prospectus forming a part of the Registration Statement and a prospectus supplement thereto (collectively, the "Prospectus") that will be consistent with, and accurately describe, the terms of the applicable Governing Instrument and all other relevant documents; (v) that no event has occurred subsequent to the filing of any Certificate, or will occur prior to the issuance of all trust preferred securities by each Goodyear Capital Trust, that would cause a dissolution or liquidation of any Goodyear Capital Trust under the applicable Original Governing Instrument or the applicable Governing Instrument; (vi) that the activities of each Goodyear Capital Trust have been and will be conducted in accordance with its Original Governing Instrument or Governing Instrument, as applicable, and the Delaware Act; (vii) that prior to the first issuance of trust preferred securities by each Goodyear Capital Trust, payment of the required consideration therefor will have been made in accordance with the terms and conditions of the applicable Governing Instrument and as described in the Prospectus, and that the trust preferred securities of each Goodyear Capital Trust are otherwise issued and sold in accordance with the terms, conditions, requirements and procedures set forth in the Governing Instrument of such Goodyear Capital Trust and as described in the Prospectus; and (viii) that the documents examined by us, or contemplated hereby, express the entire understanding of the parties thereto with respect to the subject matter thereof and have not been, and, prior to the issuance of all trust preferred securities by each Goodyear Capital Trust, will not be, amended, supplemented or otherwise modified, except as herein referenced. No opinion is expressed with respect to the requirements of, or compliance with, federal or state securities or blue sky laws. We express no opinion as to, and assume no responsibility for, the Registration Statement or any other offering The Goodyear Capital Trusts June 19, 2002 Page 3 materials relating to the trust preferred securities offered by any Goodyear Capital Trust. As to any fact material to our opinion, other than those assumed, we have relied without independent investigation on the above-referenced documents and on the accuracy, as of the date hereof, of the matters therein contained. Based on and subject to the foregoing, and limited in all respects to matters of Delaware law, it is our opinion that: 1. Each of the Goodyear Capital Trusts is a duly formed and validly existing business trust in good standing under the laws of the State of Delaware. 2. The trust preferred securities of each Goodyear Capital Trust, upon issuance, will constitute validly issued and, subject to the qualifications set forth in paragraph 3 below, fully paid and nonassessable beneficial interests in the assets of such Goodyear Capital Trust. 3. Under the Delaware Act, except to the extent otherwise provided in the applicable Governing Instrument, the holders of trust preferred securities of each Goodyear Capital Trust, in such capacity, will be entitled to the same limitation of personal liability as that extended to stockholders of private corporations for profit organized under the General Corporation Law of the State of Delaware; provided, however, we express no opinion with respect to the liability of any holder of trust preferred securities who is, was or becomes a named trustee of a Goodyear Capital Trust. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name and reference to our opinion under the heading "VALIDITY OF SECURITIES" in the prospectus forming a part thereof. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder. This opinion speaks only as of the date hereof and is based on our understandings and assumptions as to present facts, and on our review of the above-referenced documents and the application of Delaware law as the same exist as of the date hereof, and we undertake no obligation to update or supplement this opinion after the date hereof for the benefit of any person or entity with respect to any facts or circumstances that may hereafter come to our attention or any changes in facts or law that may hereafter occur or take effect. Very truly yours, MORRIS, NICHOLS, ARSHT & TUNNELL /s/ Jonathan I. Lessner Jonathan I. Lessner EX-12.1 22 l93286aexv12w1.txt EX-12.1 COMPUTATION OF RATIOS OF EARNINGS EXHIBIT 12.1 THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (Dollars in millions)
3 MONTHS ENDED TWELVE MONTHS ENDED MARCH 31, DECEMBER 31, ------------------------------------------------------------------------- 2002 2001 2000 1999 1998 1997 ---- ---- ---- ---- ---- ---- EARNINGS - -------- INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES $ (85.6) $ (273.0) $ 58.8 $ 300.1 $930.4 $ 703.0 Add: Amortization of previously capitalized interest 2.5 9.8 9.7 11.0 10.7 11.0 Minority interest in net income of consolidated subsidiaries with fixed charges 17.6 26.7 45.6 42.9 33.6 45.1 Proportionate share of fixed charges of investees accounted for by the equity method 0.8 3.1 5.7 5.5 4.8 6.5 Proportionate share of net loss of investees accounted for by the equity method 5.0 44.6 28.4 0.3 - 0.1 ------- ------- ------- ------- --------- ------- Total additions 25.9 84.2 89.4 59.7 49.1 62.7 Deduct: Capitalized interest 2.3 6.4 12.0 11.8 6.6 6.2 Minority interest in net loss of consolidated subsidiaries 5.1 19.5 8.3 4.2 2.9 3.6 Undistributed proportionate share of net income of investees accounted for by the equity method 0.1 1.1 4.3 2.2 - - ------- ------- ------- ------- --------- ------- Total deductions 7.5 27.0 24.6 18.2 9.5 9.8 TOTAL EARNINGS $ (67.2) $ (215.8) $ 123.6 $ 341.6 $ 970.0 $ 755.9 ======= ======= ======= ======= ========= ======= FIXED CHARGES - ------------- Interest expense $ 61.0 $ 292.4 $ 282.6 $ 179.4 $ 147.8 $ 119.5 Capitalized interest 2.3 6.4 12.0 11.8 6.6 6.2 Amortization of debt discount, premium or expense 2.2 7.1 1.5 0.7 1.2 0.1 Interest portion of rental expense 18.4 73.6 73.5 62.1 57.7 63.0 Proportionate share of fixed charges of investees accounted for by the equity method 0.8 3.1 5.7 5.5 4.8 6.5 ------- ------- ------- ------- --------- ------- TOTAL FIXED CHARGES $ 84.7 $ 382.6 $ 375.3 $ 259.5 $ 218.1 $ 195.3 ======= ======= ======= ======= ========= ======= TOTAL EARNINGS BEFORE FIXED CHARGES $ 17.5 $ 166.8 $ 498.9 $ 601.1 $ 1,188.1 $ 951.2 ======= ======= ======= ======= ========= ======= RATIO OF EARNINGS TO FIXED CHARGES * ** 1.33 2.32 5.45 4.87
*EARNINGS FOR THE THREE MONTHS ENDED MARCH 31, 2002 WERE INADEQUATE TO COVER FIXED CHARGES. THE COVERAGE DEFICIENCY WAS $67.2 MILLION. **EARNINGS FOR THE YEAR ENDED DECEMBER 31, 2001 WERE INADEQUATE TO COVER FIXED CHARGES. THE COVERAGE DEFICIENCY WAS $215.8 MILLION. EX-23.1 23 l93286aexv23w1.txt EX-23.1 CONSENT OF INDEPENDENT AUDITORS EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated February 4, 2002 relating to the financial statements and financial statement schedule, which appears in The Goodyear Tire & Rubber Company's Annual Report on Form 10-K for the year ended December 31, 2001. We also consent to the reference to us under the heading "Experts" in such Registration Statement. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Cleveland, Ohio June 19, 2002 EX-24.1 24 l93286aexv24w1.txt EX-24.1 POWER OF ATTORNEY EXHIBIT 24.1 THE GOODYEAR TIRE & RUBBER COMPANY POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS, that the undersigned, THE GOODYEAR TIRE & RUBBER COMPANY, a corporation organized and existing under the laws of the State of Ohio (the "Company"), and the undersigned directors and officers of the Company hereby constitute and appoint ROBERT J. KEEGAN, ROBERT W. TIEKEN, C. THOMAS HARVIE, JOHN W. RICHARDSON and STEPHANIE W. BERGERON, and each of them severally, their true and lawful attorneys-in-fact and agents, to do any and all of the acts and things and to execute any and all instruments which said attorneys and agents or any one or more of them may deem necessary or advisable to enable the Company to comply with the Securities Act of 1933, as amended (the "Securities Act"), and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, and any and all other applicable laws, in connection with the registration under the Securities Act of up to a maximum of $2,500,000,000 in shares of the Common Stock, without par value, of the Company (the "Common Stock") and options, rights, warrants, stock purchase contracts and units and other instruments for the purchase of, and debt securities and other instruments exchangeable for, convertible into or otherwise relating to, the Common Stock (collectively "Equity Securities") and/or notes, bonds, debentures and other debt instruments, including debt securities convertible into shares of the Common Stock and/or other Equity Securities of the Company, options, rights, warrants and other similar securities for the purchase of, or otherwise relating to, such debt instruments (collectively "Debt Securities"), and/or any other securities (including guarantees) issued by the Company (or a subsidiary of the Company) for offer and sale and issuance and delivery from time to time by the Company, each such share of Common Stock, each other Equity Security, each such Debt Security and each other security to be registered for offer and sale and issuance and delivery from time to time by the Company; including specifically, but without limiting the generality of the foregoing, the power and authority to sign the name of THE GOODYEAR TIRE & RUBBER COMPANY and the names of the undersigned directors and officers in the capacities indicated below to one or more Registration Statements on Form S-3, or such other form or forms of registration statement as may be required by the Securities and Exchange Commission, under the Securities Act, each said Registration Statement may also be filed as a shelf registration pursuant to Rule 415 promulgated under the Securities Act, and to any and all pre-effective amendments, post-effective amendments and other amendments to or constituting a part of any of the said Registration Statements which may be filed from time to time and to any and all instruments or documents filed as a part of or in conjunction with any of the said Registration Statements or any pre-effective, post-effective or other amendments, prospectuses, prospectus supplements and other instruments filed in respect of any of the said Registration Statements. Each of the undersigned hereby ratifies and confirms all that the said attorneys-in-fact and agents, or any one or more of them, shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned have subscribed these presents this 3rd day of June, 2002. Attest: THE GOODYEAR TIRE & RUBBER COMPANY /s/ C. Thomas Harvie By /s/ Samir G. Gibara - ------------------------- ------------------------------------------------ C. Thomas Harvie, Samir G. Gibara, Secretary Chairman of the Board and Chief Executive Officer Page 1 of 2 Chairman of the Board, Chief Executive Officer, and Director /s/ Samir G. Gibara (principal executive officer) ----------------------------------------------------- Samir G. Gibara Executive Vice President (principal financial officer) /s/ Robert W. Tieken ----------------------------------------------------- Robert W. Tieken Senior Vice President (principal accounting officer) /s/ Stephanie W. Bergeron ----------------------------------------------------- Stephanie W. Bergeron Director /s/ John G. Breen ----------------------------------------------------- John G. Breen Director /s/ Edward T. Fogarty ----------------------------------------------------- Edward T. Fogarty Director /s/ William J. Hudson, Jr. ----------------------------------------------------- William J. Hudson, Jr. Director /s/ Robert J. Keegan ----------------------------------------------------- Robert J. Keegan Director /s/ Philip A. Laskawy ----------------------------------------------------- Philip A. Laskawy Director /s/ Steven A. Minter ----------------------------------------------------- Steven A. Minter Director /s/ Agnar Pytte ----------------------------------------------------- Agnar Pytte Director /s/ Martin D. Walker ----------------------------------------------------- Martin D. Walker Director /s/ Kathryn D. Wriston ----------------------------------------------------- Kathryn D. Wriston Director /s/ James M. Zimmerman ----------------------------------------------------- James M. Zimmerman

~~Page 2 of 2~~ EX-25.1 25 l93286aexv25w1.txt EX-25.1 FORM T-1 Exhibit 25.1 ------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 ------------------------- FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ------------------------------------------- CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________ ---------------------------------------- JPMORGAN CHASE BANK (Exact name of trustee as specified in its charter) NEW YORK 13-4994650 (State of incorporation (I.R.S. employer if not a national bank) identification No.) 270 PARK AVENUE NEW YORK, NEW YORK 10017 (Address of principal executive offices) (Zip Code) William H. McDavid General Counsel 270 Park Avenue New York, New York 10017 Tel: (212) 270-2611 (Name, address and telephone number of agent for service) - -------------------------------------------------------------------------------- THE GOODYEAR TIRE & RUBBER COMPANY (Exact name of obligor as specified in its charter) DELAWARE 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) -------------------------------------- DEBT SECURITIES (Title of the indenture securities) -------------------------------------------------------- GENERAL Item 1. General Information. Furnish the following information as to the trustee: (a) Name and address of each examining or supervising authority to which it is subject. New York State Banking Department, State House, Albany, New York 12110. Board of Governors of the Federal Reserve System, Washington, D.C., 20551 Federal Reserve Bank of New York, District No. 2, 33 Liberty Street, New York, N.Y. Federal Deposit Insurance Corporation, Washington, D.C., 20429. (b) Whether it is authorized to exercise corporate trust powers. Yes. Item 2. Affiliations with the Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation. None. -2- Item 16. List of Exhibits List below all exhibits filed as a part of this Statement of Eligibility. 1. A copy of the Restated Organization Certificate of the Trustee and the Certificate of Amendment dated November 9, 2001 (see Exhibit 1 to Form T-1 filed in connection with Registration Statement No. 333-73746 which is incorporated by reference). 2. A copy of the Certificate of Authority of the Trustee to Commence Business (see Exhibit 2 to Form T-1 filed in connection with Registration Statement No. 33-50010, which is incorporated by reference). On November 11, 2001, in connection with the merger of The Chase Manhattan Bank and Morgan Guaranty Trust Company of New York, the surviving corporation was renamed JPMorgan Chase Bank. 3. None, authorization to exercise corporate trust powers being contained in the documents identified above as Exhibits 1 and 2. 4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form T-1 filed in connection with Registration Statement No. 333-73746, which is incorporated by reference). 5. Not applicable. 6. The consent of the Trustee required by Section 321(b) of the Act (see Exhibit 6 to Form T-1 filed in connection with Registration Statement No. 33-50010, which is incorporated by reference). On November 11, 2001, in connection with the merger of The Chase Manhattan Bank and Morgan Guaranty Trust Company of New York, the surviving corporation, was renamed JPMorgan Chase Bank. 7. A copy of the latest report of condition of the Trustee, published pursuant to law or the requirements of its supervising or examining authority (see Exhibit 7 to Form T-1 filed in connection with Registration Statement No. 333-73746 which is incorporated by reference). 8. Not applicable. 9. Not applicable. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee, JPMorgan Chase Bank, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York and State of New York, on the 17th day of June 2002. JPMORGAN CHASE BANK By /s/ Walter I. Johnson III --------------------------------- /s/ Walter I. Johnson III Assistant Treasurer -3- Exhibit 7 to Form T-1 Bank Call Notice RESERVE DISTRICT NO. 2 CONSOLIDATED REPORT OF CONDITION OF JPMorgan Chase Bank of 270 Park Avenue, New York, New York 10017 and Foreign and Domestic Subsidiaries, a member of the Federal Reserve System, at the close of business December 31, 2001, in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.
DOLLAR AMOUNTS ASSETS IN MILLIONS Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin ....................................................... $ 21,396 Interest-bearing balances ............................................... 12,495 Securities: Held to maturity securities .................................................. 442 Available for sale securities ................................................ 52,916 Federal funds sold and securities purchased under agreements to resell .................................................... 75,076 Loans and lease financing receivables: Loans and leases held for sale .......................................... 4,515 Loans and leases, net of unearned income ................................ $173,654 Less: Allowance for loan and lease losses ............................... 3,275 Loans and leases, net of unearned income and allowance................... 170,379 Trading Assets................................................................ 140,469 Premises and fixed assets (including capitalized leases) ..................... 5,502 Other real estate owned....................................................... 41 Investments in unconsolidated subsidiaries and associated companies .................................................... 360 Customers' liability to this bank on acceptances outstanding ................. 270 Intangible assets Goodwill ............................................................. 1,739 Other Intangible assets .............................................. 4,762 Other assets ................................................................. 47,464 TOTAL ASSETS ................................................................. $537,826 ========
- 4 -
LIABILITIES Deposits In domestic offices ......................................... $ 160,102 Noninterest-bearing ......................................... $ 70,338 Interest-bearing ............................................ 89,764 In foreign offices, Edge and Agreement subsidiaries and IBF's 120,371 Noninterest-bearing ......................................... $ 7,610 Interest-bearing ............................................ 112,761 Federal funds purchased and securities sold under agree- ments to repurchase .............................................. 79,946 Trading liabilities .............................................. 92,208 Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) ................... 11,399 Bank's liability on acceptances executed and outstanding ......... 293 Subordinated notes and debentures ................................ 9,467 Other liabilities ................................................ 30,651 TOTAL LIABILITIES ................................................ 504,437 Minority Interest in consolidated subsidiaries ................... 116 EQUITY CAPITAL Perpetual preferred stock and related surplus .................... 0 Common stock ..................................................... 1,476 Surplus (exclude all surplus related to preferred stock) ......... 16,020 Retained earnings ................................................ 16,149 Accumulated other comprehensive income ........................... (372) Other equity capital components .................................. 0 TOTAL EQUITY CAPITAL ............................................. 33,273 --------- TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL ......... $ 537,826 =========
I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief. JOSEPH L. SCLAFANI We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the in- structions issued by the appropriate Federal regulatory authority and is true and correct. WILLIAM B. HARRISON, JR. ) HELENE L. KAPLAN ) DIRECTORS H.W. BECHERER ) -5- EX-25.2 26 l93286aexv25w2.txt EX-25.2 FORM T-1 EXHIBIT 25.2 ------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 ------------------------- FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ------------------------------------------- CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________ ---------------------------------------- JPMORGAN CHASE BANK (Exact name of trustee as specified in its charter) NEW YORK 13-4994650 (State of incorporation (I.R.S. employer if not a national bank) identification No.) 270 PARK AVENUE NEW YORK, NEW YORK 10017 (Address of principal executive offices) (Zip Code) William H. McDavid General Counsel 270 Park Avenue New York, New York 10017 Tel: (212) 270-2611 (Name, address and telephone number of agent for service) - -------------------------------------------------------------------------------- THE GOODYEAR TIRE & RUBBER COMPANY (Exact name of obligor as specified in its charter) DELAWARE 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) --------------------------------------------- SUBORDINATED DEBT SECURITIES (Title of the indenture securities) ----------------------------------------------------------- GENERAL Item 1. General Information. Furnish the following information as to the trustee: (a) Name and address of each examining or supervising authority to which it is subject. New York State Banking Department, State House, Albany, New York 12110. Board of Governors of the Federal Reserve System, Washington, D.C., 20551 Federal Reserve Bank of New York, District No. 2, 33 Liberty Street, New York, N.Y. Federal Deposit Insurance Corporation, Washington, D.C., 20429. (b) Whether it is authorized to exercise corporate trust powers. Yes. Item 2. Affiliations with the Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation. None. -2- Item 16. List of Exhibits List below all exhibits filed as a part of this Statement of Eligibility. 1. A copy of the Restated Organization Certificate of the Trustee and the Certificate of Amendment dated November 9, 2001 (see Exhibit 1 to Form T-1 filed in connection with Registration Statement No. 333-73746 which is incorporated by reference). 2. A copy of the Certificate of Authority of the Trustee to Commence Business (see Exhibit 2 to Form T-1 filed in connection with Registration Statement No. 33-50010, which is incorporated by reference). On November 11, 2001, in connection with the merger of The Chase Manhattan Bank and Morgan Guaranty Trust Company of New York, the surviving corporation was renamed JPMorgan Chase Bank. 3. None, authorization to exercise corporate trust powers being contained in the documents identified above as Exhibits 1 and 2. 4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form T-1 filed in connection with Registration Statement No. 333-73746, which is incorporated by reference). 5. Not applicable. 6. The consent of the Trustee required by Section 321(b) of the Act (see Exhibit 6 to Form T-1 filed in connection with Registration Statement No. 33-50010, which is incorporated by reference). On November 11, 2001, in connection with the merger of The Chase Manhattan Bank and Morgan Guaranty Trust Company of New York, the surviving corporation, was renamed JPMorgan Chase Bank. 7. A copy of the latest report of condition of the Trustee, published pursuant to law or the requirements of its supervising or examining authority (see Exhibit 7 to Form T-1 filed in connection with Registration Statement No. 333-73746 which is incorporated by reference). 8. Not applicable. 9. Not applicable. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee, JPMorgan Chase Bank, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York and State of New York, on the 17th day of June 2002. JPMORGAN CHASE BANK By /s/ Walter I. Johnson III ------------------------------------- /s/ Walter I. Johnson III Assistant Treasurer -3- Exhibit 7 to Form T-1 Bank Call Notice RESERVE DISTRICT NO. 2 CONSOLIDATED REPORT OF CONDITION OF JPMorgan Chase Bank of 270 Park Avenue, New York, New York 10017 and Foreign and Domestic Subsidiaries, a member of the Federal Reserve System, at the close of business December 31, 2001, in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act. DOLLAR AMOUNTS ASSETS IN MILLIONS Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin ........................................... $ 21,396 Interest-bearing balances ................................... 12,495 Securities: Held to maturity securities ...................................... 442 Available for sale securities .................................... 52,916 Federal funds sold and securities purchased under agreements to resell ........................................ 75,076 Loans and lease financing receivables: Loans and leases held for sale .............................. 4,515 Loans and leases, net of unearned income $173,654 Less: Allowance for loan and lease losses 3,275 Loans and leases, net of unearned income and allowance ................................................... 170,379 Trading Assets ... ................................................................ 140,469 Premises and fixed assets (including capitalized leases) 5,502 Other real estate owned........................................... 41 Investments in unconsolidated subsidiaries and associated companies ........................................ 360 Customers' liability to this bank on acceptances outstanding ................................................. 270 Intangible assets Goodwill ................................................. 1,739 Other Intangible assets .................................. 4,762 Other assets ..................................................... 47,464 TOTAL ASSETS ..................................................... $537,826 ======== - 4 -
LIABILITIES Deposits In domestic offices .............................................. $ 160,102 Noninterest-bearing .................. $ 70,338 Interest-bearing ..................... 89,764 In foreign offices, Edge and Agreement subsidiaries and IBF's ........................................... 120,371 Noninterest-bearing .................. $ 7,610 Interest-bearing ..................... 112,761 Federal funds purchased and securities sold under agreements to repurchase .................................................... 79,946 Trading liabilities ................................................... 92,208 Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) ........................ 11,399 Bank's liability on acceptances executed and outstanding .............. 293 Subordinated notes and debentures ..................................... 9,467 Other liabilities ..................................................... 30,651 TOTAL LIABILITIES ..................................................... 504,437 Minority Interest in consolidated subsidiaries ........................ 116 EQUITY CAPITAL Perpetual preferred stock and related surplus ......................... 0 Common stock .......................................................... 1,476 Surplus (exclude all surplus related to preferred stock) ............. 16,020 Retained earnings ..................................................... 16,149 Accumulated other comprehensive income ................................ (372) Other equity capital components ....................................... 0 TOTAL EQUITY CAPITAL .................................................. 33,273 --------- TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL .............. $ 537,826 =========
I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief. JOSEPH L. SCLAFANI We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the in- structions issued by the appropriate Federal regulatory authority and is true and correct. WILLIAM B. HARRISON, JR. ) HELENE L. KAPLAN ) DIRECTORS H.W. BECHERER ) -5- EX-25.3 27 l93286aexv25w3.txt EX-25.3 FORM T-1 EXHIBIT 25.3 ------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 ------------------------- FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ------------------------------------------- CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________ ---------------------------------------- JPMORGAN CHASE BANK (Exact name of trustee as specified in its charter) NEW YORK 13-4994650 (State of incorporation (I.R.S. employer if not a national bank) identification No.) 270 PARK AVENUE NEW YORK, NEW YORK 10017 (Address of principal executive offices) (Zip Code) William H. McDavid General Counsel 270 Park Avenue New York, New York 10017 Tel: (212) 270-2611 (Name, address and telephone number of agent for service) - -------------------------------------------------------------------------------- GOODYEAR CAPITAL TRUST I (Exact name of obligor as specified in its charter) DELAWARE 01-6212692 (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) ---------------------------------------------------- TRUST PREFERRED SECURITIES (Title of the indenture securities) ------------------------------------------------------------- GENERAL Item 1. General Information. Furnish the following information as to the trustee: (a) Name and address of each examining or supervising authority to which it is subject. New York State Banking Department, State House, Albany, New York 12110. Board of Governors of the Federal Reserve System, Washington, D.C., 20551 Federal Reserve Bank of New York, District No. 2, 33 Liberty Street, New York, N.Y. Federal Deposit Insurance Corporation, Washington, D.C., 20429. (b) Whether it is authorized to exercise corporate trust powers. Yes. Item 2. Affiliations with the Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation. None. -2- Item 16. List of Exhibits List below all exhibits filed as a part of this Statement of Eligibility. 1. A copy of the Restated Organization Certificate of the Trustee and the Certificate of Amendment dated November 9, 2001 (see Exhibit 1 to Form T-1 filed in connection with Registration Statement No. 333-73746 which is incorporated by reference). 2. A copy of the Certificate of Authority of the Trustee to Commence Business (see Exhibit 2 to Form T-1 filed in connection with Registration Statement No. 33-50010, which is incorporated by reference). On November 11, 2001, in connection with the merger of The Chase Manhattan Bank and Morgan Guaranty Trust Company of New York, the surviving corporation was renamed JPMorgan Chase Bank. 3. None, authorization to exercise corporate trust powers being contained in the documents identified above as Exhibits 1 and 2. 4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form T-1 filed in connection with Registration Statement No. 333-73746, which is incorporated by reference). 5. Not applicable. 6. The consent of the Trustee required by Section 321(b) of the Act (see Exhibit 6 to Form T-1 filed in connection with Registration Statement No. 33-50010, which is incorporated by reference). On November 11, 2001, in connection with the merger of The Chase Manhattan Bank and Morgan Guaranty Trust Company of New York, the surviving corporation, was renamed JPMorgan Chase Bank. 7. A copy of the latest report of condition of the Trustee, published pursuant to law or the requirements of its supervising or examining authority (see Exhibit 7 to Form T-1 filed in connection with Registration Statement No. 333-73746 which is incorporated by reference). 8. Not applicable. 9. Not applicable. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee, JPMorgan Chase Bank, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York and State of New York, on the 17th day of June 2002. JPMORGAN CHASE BANK By /s/ Walter I. Johnson III ----------------------------------------- /s/ Walter I. Johnson III Assistant Treasurer -3- Exhibit 7 to Form T-1 Bank Call Notice RESERVE DISTRICT NO. 2 CONSOLIDATED REPORT OF CONDITION OF JPMorgan Chase Bank of 270 Park Avenue, New York, New York 10017 and Foreign and Domestic Subsidiaries, a member of the Federal Reserve System, at the close of business December 31, 2001, in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.
DOLLAR AMOUNTS ASSETS IN MILLIONS Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin ....................................................... $ 21,396 Interest-bearing balances ............................................... 12,495 Securities: Held to maturity securities .................................................. 442 Available for sale securities ................................................ 52,916 Federal funds sold and securities purchased under agreements to resell .................................................... 75,076 Loans and lease financing receivables: Loans and leases held for sale .......................................... 4,515 Loans and leases, net of unearned income $173,654 Less: Allowance for loan and lease losses 3,275 Loans and leases, net of unearned income and allowance ............................................................... 170,379 Trading Assets 140,469 Premises and fixed assets (including capitalized leases) 5,502 Other real estate owned ...................................................... 41 Investments in unconsolidated subsidiaries and associated companies 360 Customers' liability to this bank on acceptances outstanding ............................................................. 270 Intangible assets Goodwill ............................................................. 1,739 Other Intangible assets .............................................. 4,762 Other assets ................................................................. 47,464 TOTAL ASSETS ................................................................. $537,826 ========
- 4 -
LIABILITIES Deposits In domestic offices .................................................. $ 160,102 Noninterest-bearing ............... $ 70,338 Interest-bearing .................. 89,764 In foreign offices, Edge and Agreement subsidiaries and IBF's ............................................... 120,371 Noninterest-bearing ............ $ 7,610 Interest-bearing .................. 112,761 Federal funds purchased and securities sold under agree- ments to repurchase ....................................................... 79,946 Trading liabilities ....................................................... 92,208 Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) ............................ 11,399 Bank's liability on acceptances executed and outstanding .................. 293 Subordinated notes and debentures ......................................... 9,467 Other liabilities ......................................................... 30,651 TOTAL LIABILITIES ......................................................... 504,437 Minority Interest in consolidated subsidiaries ............................ 116 EQUITY CAPITAL Perpetual preferred stock and related surplus ............................. 0 Common stock .............................................................. 1,476 Surplus (exclude all surplus related to preferred stock) ................. 16,020 Retained earnings ......................................................... 16,149 Accumulated other comprehensive income .................................... (372) Other equity capital components ........................................... 0 TOTAL EQUITY CAPITAL ...................................................... 33,273 --------- TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL .................. $ 537,826 =========
I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief. JOSEPH L. SCLAFANI We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct. WILLIAM B. HARRISON, JR. ) HELENE L. KAPLAN ) DIRECTORS H.W. BECHERER ) -5- EX-25.4 28 l93286aexv25w4.txt EX-25.4 FORM T-1 EXHIBIT 25.4 ------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 ------------------------- FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ------------------------------------------- CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________ ---------------------------------------- JPMORGAN CHASE BANK (Exact name of trustee as specified in its charter) NEW YORK 13-4994650 (State of incorporation (I.R.S. employer if not a national bank) identification No.) 270 PARK AVENUE NEW YORK, NEW YORK 10017 (Address of principal executive offices) (Zip Code) William H. McDavid General Counsel 270 Park Avenue New York, New York 10017 Tel: (212) 270-2611 (Name, address and telephone number of agent for service) - -------------------------------------------------------------------------------- GOODYEAR CAPITAL TRUST II (Exact name of obligor as specified in its charter) DELAWARE 01-6212694 (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) -------------------------------------------- TRUST PREFERRED SECURITIES (Title of the indenture securities) ------------------------------------------------------------- GENERAL Item 1. General Information. Furnish the following information as to the trustee: (a) Name and address of each examining or supervising authority to which it is subject. New York State Banking Department, State House, Albany, New York 12110. Board of Governors of the Federal Reserve System, Washington, D.C., 20551 Federal Reserve Bank of New York, District No. 2, 33 Liberty Street, New York, N.Y. Federal Deposit Insurance Corporation, Washington, D.C., 20429. (b) Whether it is authorized to exercise corporate trust powers. Yes. Item 2. Affiliations with the Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation. None. -2- Item 16. List of Exhibits List below all exhibits filed as a part of this Statement of Eligibility. 1. A copy of the Restated Organization Certificate of the Trustee and the Certificate of Amendment dated November 9, 2001 (see Exhibit 1 to Form T-1 filed in connection with Registration Statement No. 333-73746 which is incorporated by reference). 2. A copy of the Certificate of Authority of the Trustee to Commence Business (see Exhibit 2 to Form T-1 filed in connection with Registration Statement No. 33-50010, which is incorporated by reference). On November 11, 2001, in connection with the merger of The Chase Manhattan Bank and Morgan Guaranty Trust Company of New York, the surviving corporation was renamed JPMorgan Chase Bank. 3. None, authorization to exercise corporate trust powers being contained in the documents identified above as Exhibits 1 and 2. 4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form T-1 filed in connection with Registration Statement No. 333-73746, which is incorporated by reference). 5. Not applicable. 6. The consent of the Trustee required by Section 321(b) of the Act (see Exhibit 6 to Form T-1 filed in connection with Registration Statement No. 33-50010, which is incorporated by reference). On November 11, 2001, in connection with the merger of The Chase Manhattan Bank and Morgan Guaranty Trust Company of New York, the surviving corporation, was renamed JPMorgan Chase Bank. 7. A copy of the latest report of condition of the Trustee, published pursuant to law or the requirements of its supervising or examining authority (see Exhibit 7 to Form T-1 filed in connection with Registration Statement No. 333-73746 which is incorporated by reference). 8. Not applicable. 9. Not applicable. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee, JPMorgan Chase Bank, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York and State of New York, on the 17th day of June 2002. JPMORGAN CHASE BANK By /s/ Walter I. Johnson III ---------------------------------- /s/ Walter I. Johnson III Assistant Treasurer -3- Exhibit 7 to Form T-1 Bank Call Notice RESERVE DISTRICT NO. 2 CONSOLIDATED REPORT OF CONDITION OF JPMorgan Chase Bank of 270 Park Avenue, New York, New York 10017 and Foreign and Domestic Subsidiaries, a member of the Federal Reserve System, at the close of business December 31, 2001, in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.
DOLLAR AMOUNTS ASSETS IN MILLIONS Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin ............................................... $ 21,396 Interest-bearing balances ....................................... 12,495 Securities: Held to maturity securities .......................................... 442 Available for sale securities ........................................ 52,916 Federal funds sold and securities purchased under agreements to resell ............................................ 75,076 Loans and lease financing receivables: Loans and leases held for sale .................................. 4,515 Loans and leases, net of unearned income $173,654 Less: Allowance for loan and lease losses 3,275 Loans and leases, net of unearned income and allowance ....................................................... 170,379 Trading Assets ... .................................................................... 140,469 Premises and fixed assets (including capitalized leases) ............. 5,502 Other real estate owned .............................................. 41 Investments in unconsolidated subsidiaries and associated companies ............................................ 360 Customers' liability to this bank on acceptances outstanding ..................................................... 270 Intangible assets Goodwill ........................................................ 1,739 Other Intangible assets ......................................... 4,762 Other assets ......................................................... 47,464 TOTAL ASSETS ......................................................... $537,826 ========
- 4 -
LIABILITIES Deposits In domestic offices .......................................... $ 160,102 Noninterest-bearing ....................... $ 70,338 Interest-bearing .......................... 89,764 In foreign offices, Edge and Agreement subsidiaries and IBF's ....................................... 120,371 Noninterest-bearing ....................... $ 7,610 Interest-bearing .......................... 112,761 Federal funds purchased and securities sold under agreements to repurchase ................................................ 79,946 Trading liabilities ............................................... 92,208 Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) .................... 11,399 Bank's liability on acceptances executed and outstanding .......... 293 Subordinated notes and debentures ................................. 9,467 Other liabilities ................................................. 30,651 TOTAL LIABILITIES ................................................. 504,437 Minority Interest in consolidated subsidiaries .................... 116 EQUITY CAPITAL Perpetual preferred stock and related surplus ..................... 0 Common stock ...................................................... 1,476 Surplus (exclude all surplus related to preferred stock) ......... 16,020 Retained earnings ................................................. 16,149 Accumulated other comprehensive income ............................ (372) Other equity capital components ................................... 0 TOTAL EQUITY CAPITAL .............................................. 33,273 --------- TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL .......... $ 537,826 =========
I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief. JOSEPH L. SCLAFANI We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct. WILLIAM B. HARRISON, JR. ) HELENE L. KAPLAN ) DIRECTORS H.W. BECHERER ) -5- EX-25.5 29 l93286aexv25w5.txt EX-25.5 FORM T-1 EXHIBIT 25.5 ------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 ------------------------- FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ------------------------------------------- CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________ ---------------------------------------- JPMORGAN CHASE BANK (Exact name of trustee as specified in its charter) NEW YORK 13-4994650 (State of incorporation (I.R.S. employer if not a national bank) identification No.) 270 PARK AVENUE NEW YORK, NEW YORK 10017 (Address of principal executive offices) (Zip Code) William H. McDavid General Counsel 270 Park Avenue New York, New York 10017 Tel: (212) 270-2611 (Name, address and telephone number of agent for service) - -------------------------------------------------------------------------------- GOODYEAR CAPITAL TRUST III (Exact name of obligor as specified in its charter) DELAWARE 01-6212698 (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) ------------------------------------------------ TRUST PREFERRED SECURITIES (Title of the indenture securities) ----------------------------------------------------------------- GENERAL Item 1. General Information. Furnish the following information as to the trustee: (a) Name and address of each examining or supervising authority to which it is subject. New York State Banking Department, State House, Albany, New York 12110. Board of Governors of the Federal Reserve System, Washington, D.C., 20551 Federal Reserve Bank of New York, District No. 2, 33 Liberty Street, New York, N.Y. Federal Deposit Insurance Corporation, Washington, D.C., 20429. (b) Whether it is authorized to exercise corporate trust powers. Yes. Item 2. Affiliations with the Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation. None. -2- Item 16. List of Exhibits List below all exhibits filed as a part of this Statement of Eligibility. 1. A copy of the Restated Organization Certificate of the Trustee and the Certificate of Amendment dated November 9, 2001 (see Exhibit 1 to Form T-1 filed in connection with Registration Statement No. 333-73746 which is incorporated by reference). 2. A copy of the Certificate of Authority of the Trustee to Commence Business (see Exhibit 2 to Form T-1 filed in connection with Registration Statement No. 33-50010, which is incorporated by reference). On November 11, 2001, in connection with the merger of The Chase Manhattan Bank and Morgan Guaranty Trust Company of New York, the surviving corporation was renamed JPMorgan Chase Bank. 3. None, authorization to exercise corporate trust powers being contained in the documents identified above as Exhibits 1 and 2. 4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form T-1 filed in connection with Registration Statement No. 333-73746, which is incorporated by reference). 5. Not applicable. 6. The consent of the Trustee required by Section 321(b) of the Act (see Exhibit 6 to Form T-1 filed in connection with Registration Statement No. 33-50010, which is incorporated by reference). On November 11, 2001, in connection with the merger of The Chase Manhattan Bank and Morgan Guaranty Trust Company of New York, the surviving corporation, was renamed JPMorgan Chase Bank. 7. A copy of the latest report of condition of the Trustee, published pursuant to law or the requirements of its supervising or examining authority (see Exhibit 7 to Form T-1 filed in connection with Registration Statement No. 333-73746 which is incorporated by reference). 8. Not applicable. 9. Not applicable. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee, JPMorgan Chase Bank, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York and State of New York, on the 17th day of June, 2002. JPMORGAN CHASE BANK By /s/ Walter I. Johnson III ---------------------------------- /s/ Walter I. Johnson III Assistant Treasurer -3- Exhibit 7 to Form T-1 Bank Call Notice RESERVE DISTRICT NO. 2 CONSOLIDATED REPORT OF CONDITION OF JPMorgan Chase Bank of 270 Park Avenue, New York, New York 10017 and Foreign and Domestic Subsidiaries, a member of the Federal Reserve System, at the close of business December 31, 2001, in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.
DOLLAR AMOUNTS ASSETS IN MILLIONS Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin ........................................................ $ 21,396 Interest-bearing balances ................................................ 12,495 Securities: Held to maturity securities ................................................... 442 Available for sale securities ................................................. 52,916 Federal funds sold and securities purchased under agreements to resell ..................................................... 75,076 Loans and lease financing receivables: Loans and leases held for sale ........................................... 4,515 Loans and leases, net of unearned income $173,654 Less: Allowance for loan and lease losses 3,275 Loans and leases, net of unearned income and allowance ................................................................ 170,379 Trading Assets ................................................................ 140,469 Premises and fixed assets (including capitalized leases) ...................... 5,502 Other real estate owned ....................................................... 41 Investments in unconsolidated subsidiaries and associated companies ..................................................... 360 Customers' liability to this bank on acceptances outstanding .............................................................. 270 Intangible assets Goodwill .............................................................. 1,739 Other Intangible assets ............................................... 4,762 Other assets .................................................................. 47,464 TOTAL ASSETS .................................................................. $537,826 ========
- 4 -
LIABILITIES Deposits In domestic offices ................................................. $ 160,102 Noninterest-bearing ..................... $ 70,338 Interest-bearing ........................ 89,764 In foreign offices, Edge and Agreement subsidiaries and IBF's .............................................. 120,371 Noninterest-bearing ..................... $ 7,610 Interest-bearing ........................ 112,761 Federal funds purchased and securities sold under agreements to repurchase ....................................................... 79,946 Trading liabilities ...................................................... 92,208 Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) ........................... 11,399 Bank's liability on acceptances executed and outstanding ................. 293 Subordinated notes and debentures ........................................ 9,467 Other liabilities ........................................................ 30,651 TOTAL LIABILITIES ........................................................ 504,437 Minority Interest in consolidated subsidiaries ........................... 116 EQUITY CAPITAL Perpetual preferred stock and related surplus ............................ 0 Common stock ............................................................. 1,476 Surplus (exclude all surplus related to preferred stock) ................ 16,020 Retained earnings ........................................................ 16,149 Accumulated other comprehensive income ................................... (372) Other equity capital components .......................................... 0 TOTAL EQUITY CAPITAL ..................................................... 33,273 --------- TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL ................. $ 537,826 =========
I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief. JOSEPH L. SCLAFANI We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct. WILLIAM B. HARRISON, JR. ) HELENE L. KAPLAN ) DIRECTORS H.W. BECHERER ) -5- EX-25.6 30 l93286aexv25w6.txt EX-25.6 FORM T-1 EXHIBIT 25.6 ------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 ------------------------- FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ------------------------------------------- CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________ ---------------------------------------- JPMORGAN CHASE BANK (Exact name of trustee as specified in its charter) NEW YORK 13-4994650 (State of incorporation (I.R.S. employer if not a national bank) identification No.) 270 PARK AVENUE NEW YORK, NEW YORK 10017 (Address of principal executive offices) (Zip Code) William H. McDavid General Counsel 270 Park Avenue New York, New York 10017 Tel: (212) 270-2611 (Name, address and telephone number of agent for service) - -------------------------------------------------------------------------------- THE GOODYEAR TIRE & RUBBER COMPANY (Exact name of obligor as specified in its charter) DELAWARE 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) ------------------------------------------------------------- GUARANTEES OF TRUST PREFERRED SECURITIES ISSUED BY GOODYEAR CAPITAL TRUST I (Title of the indenture securities) -------------------------------------------------------------------------- GENERAL Item 1. General Information. Furnish the following information as to the trustee: (a) Name and address of each examining or supervising authority to which it is subject. New York State Banking Department, State House, Albany, New York 12110. Board of Governors of the Federal Reserve System, Washington, D.C., 20551 Federal Reserve Bank of New York, District No. 2, 33 Liberty Street, New York, N.Y. Federal Deposit Insurance Corporation, Washington, D.C., 20429. (b) Whether it is authorized to exercise corporate trust powers. Yes. Item 2. Affiliations with the Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation. None. -2- Item 16. List of Exhibits List below all exhibits filed as a part of this Statement of Eligibility. 1. A copy of the Restated Organization Certificate of the Trustee and the Certificate of Amendment dated November 9, 2001 (see Exhibit 1 to Form T-1 filed in connection with Registration Statement No. 333-73746 which is incorporated by reference). 2. A copy of the Certificate of Authority of the Trustee to Commence Business (see Exhibit 2 to Form T-1 filed in connection with Registration Statement No. 33-50010, which is incorporated by reference). On November 11, 2001, in connection with the merger of The Chase Manhattan Bank and Morgan Guaranty Trust Company of New York, the surviving corporation was renamed JPMorgan Chase Bank. 3. None, authorization to exercise corporate trust powers being contained in the documents identified above as Exhibits 1 and 2. 4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form T-1 filed in connection with Registration Statement No. 333-73746, which is incorporated by reference). 5. Not applicable. 6. The consent of the Trustee required by Section 321(b) of the Act (see Exhibit 6 to Form T-1 filed in connection with Registration Statement No. 33-50010, which is incorporated by reference). On November 11, 2001, in connection with the merger of The Chase Manhattan Bank and Morgan Guaranty Trust Company of New York, the surviving corporation, was renamed JPMorgan Chase Bank. 7. A copy of the latest report of condition of the Trustee, published pursuant to law or the requirements of its supervising or examining authority (see Exhibit 7 to Form T-1 filed in connection with Registration Statement No. 333-73746 which is incorporated by reference). 8. Not applicable. 9. Not applicable. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee, JPMorgan Chase Bank, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York and State of New York, on the 17th day of June 2002. JPMORGAN CHASE BANK By /s/ Walter I. Johnson III ---------------------------------- /s/ Walter I. Johnson III Assistant Treasurer -3- Exhibit 7 to Form T-1 Bank Call Notice RESERVE DISTRICT NO. 2 CONSOLIDATED REPORT OF CONDITION OF JPMorgan Chase Bank of 270 Park Avenue, New York, New York 10017 and Foreign and Domestic Subsidiaries, a member of the Federal Reserve System, at the close of business December 31, 2001, in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.
DOLLAR AMOUNTS ASSETS IN MILLIONS Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin ................................................. $ 21,396 Interest-bearing balances ......................................... 12,495 Securities: Held to maturity securities ............................................ 442 Available for sale securities .......................................... 52,916 Federal funds sold and securities purchased under agreements to resell .............................................. 75,076 Loans and lease financing receivables: Loans and leases held for sale .................................... 4,515 Loans and leases, net of unearned income $173,654 Less: Allowance for loan and lease losses 3,275 Loans and leases, net of unearned income and allowance ......................................................... 170,379 Trading Assets.......................................................... 140,469 Premises and fixed assets (including capitalized leases) ............... 5,502 Other real estate owned ................................................ 41 Investments in unconsolidated subsidiaries and associated companies .............................................................. 360 Customers' liability to this bank on acceptances outstanding ....................................................... 270 Intangible assets Goodwill ....................................................... 1,739 Other Intangible assets ........................................ 4,762 Other assets ........................................................... 47,464 TOTAL ASSETS ........................................................... $537,826 ========
- 4 -
LIABILITIES Deposits In domestic offices .............................................. $ 160,102 Noninterest-bearing ......................... $ 70,338 Interest-bearing ............................ 89,764 In foreign offices, Edge and Agreement subsidiaries and IBF's ........................................... 120,371 Noninterest-bearing .............................................. $ 7,610 Interest-bearing ............................ 112,761 Federal funds purchased and securities sold under agree- ments to repurchase ................................................... 79,946 Trading liabilities ................................................... 92,208 Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) ........................ 11,399 Bank's liability on acceptances executed and outstanding .............. 293 Subordinated notes and debentures ..................................... 9,467 Other liabilities ..................................................... 30,651 TOTAL LIABILITIES ..................................................... 504,437 Minority Interest in consolidated subsidiaries ........................ 116 EQUITY CAPITAL Perpetual preferred stock and related surplus ......................... 0 Common stock .......................................................... 1,476 Surplus (exclude all surplus related to preferred stock) ............. 16,020 Retained earnings ..................................................... 16,149 Accumulated other comprehensive income ................................ (372) Other equity capital components ....................................... 0 TOTAL EQUITY CAPITAL .................................................. 33,273 --------- TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL .............. $ 537,826 =========
I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief. JOSEPH L. SCLAFANI We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct. WILLIAM B. HARRISON, JR. ) HELENE L. KAPLAN ) DIRECTORS H.W. BECHERER ) -5- EX-25.7 31 l93286aexv25w7.txt EX-25.7 FORM T-1 EXHIBIT 25.7 ------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 ------------------------- FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ------------------------------------------- CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________ ---------------------------------------- JPMORGAN CHASE BANK (Exact name of trustee as specified in its charter) NEW YORK 13-4994650 (State of incorporation (I.R.S. employer if not a national bank) identification No.) 270 PARK AVENUE NEW YORK, NEW YORK 10017 (Address of principal executive offices) (Zip Code) William H. McDavid General Counsel 270 Park Avenue New York, New York 10017 Tel: (212) 270-2611 (Name, address and telephone number of agent for service) - -------------------------------------------------------------------------------- THE GOODYEAR TIRE & RUBBER COMPANY (Exact name of obligor as specified in its charter) DELAWARE 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) ----------------------------------------------------------------- GUARANTEES OF TRUST PREFERRED SECURITIES ISSUED BY GOODYEAR CAPITAL TRUST II (Title of the indenture securities) ------------------------------------------------------------------------- GENERAL Item 1. General Information. Furnish the following information as to the trustee: (a) Name and address of each examining or supervising authority to which it is subject. N8ew York State Banking Department, State House, Albany, New York 12110. Board of Governors of the Federal Reserve System, Washington, D.C., 20551 Federal Reserve Bank of New York, District No. 2, 33 Liberty Street, New York, N.Y. Federal Deposit Insurance Corporation, Washington, D.C., 20429. (b) Whether it is authorized to exercise corporate trust powers. Yes. Item 2. Affiliations with the Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation. None. -2- Item 16. List of Exhibits List below all exhibits filed as a part of this Statement of Eligibility. 1. A copy of the Restated Organization Certificate of the Trustee and the Certificate of Amendment dated November 9, 2001 (see Exhibit 1 to Form T-1 filed in connection with Registration Statement No. 333-73746 which is incorporated by reference). 2. A copy of the Certificate of Authority of the Trustee to Commence Business (see Exhibit 2 to Form T-1 filed in connection with Registration Statement No. 33-50010, which is incorporated by reference). On November 11, 2001, in connection with the merger of The Chase Manhattan Bank and Morgan Guaranty Trust Company of New York, the surviving corporation was renamed JPMorgan Chase Bank. 3. None, authorization to exercise corporate trust powers being contained in the documents identified above as Exhibits 1 and 2. 4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form T-1 filed in connection with Registration Statement No. 333-73746, which is incorporated by reference). 5. Not applicable. 6. The consent of the Trustee required by Section 321(b) of the Act (see Exhibit 6 to Form T-1 filed in connection with Registration Statement No. 33-50010, which is incorporated by reference). On November 11, 2001, in connection with the merger of The Chase Manhattan Bank and Morgan Guaranty Trust Company of New York, the surviving corporation, was renamed JPMorgan Chase Bank. 7. A copy of the latest report of condition of the Trustee, published pursuant to law or the requirements of its supervising or examining authority (see Exhibit 7 to Form T-1 filed in connection with Registration Statement No. 333-73746 which is incorporated by reference). 8. Not applicable. 9. Not applicable. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee, JPMorgan Chase Bank, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York and State of New York, on the 17th day of June 2002 . JPMORGAN CHASE BANK By /s/ Walter I. Johnson III -------------------------- Walter I. Johnson III Assistant Treasurer -3- Exhibit 7 to Form T-1 Bank Call Notice RESERVE DISTRICT NO. 2 CONSOLIDATED REPORT OF CONDITION OF JPMorgan Chase Bank of 270 Park Avenue, New York, New York 10017 and Foreign and Domestic Subsidiaries, a member of the Federal Reserve System, at the close of business December 31, 2001, in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.
DOLLAR AMOUNTS ASSETS IN MILLIONS Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin .................................................... $ 21,396 Interest-bearing balances ............................................ 12,495 Securities: Held to maturity securities ............................................... 442 Available for sale securities ............................................. 52,916 Federal funds sold and securities purchased under agreements to resell ................................................. 75,076 Loans and lease financing receivables: Loans and leases held for sale ....................................... 4,515 Loans and leases, net of unearned income $173,654 Less: Allowance for loan and lease losses 3,275 Loans and leases, net of unearned income and allowance ............................................................ 170,379 Trading Assets ............................................................ 140,469 Premises and fixed assets (including capitalized leases) .................. 5,502 Other real estate owned ................................................... 41 Investments in unconsolidated subsidiaries and associated companies ................................................. 360 Customers' liability to this bank on acceptances outstanding .......................................................... 270 Intangible assets Goodwill .......................................................... 1,739 Other Intangible assets ........................................... 4,762 Other assets .............................................................. 47,464 TOTAL ASSETS .............................................................. $537,826 ========
- 4 -
LIABILITIES Deposits In domestic offices ................................................. $ 160,102 Noninterest-bearing ........................ $ 70,338 Interest-bearing ........................... 89,764 In foreign offices, Edge and Agreement subsidiaries and IBF's .............................................. 120,371 Noninterest-bearing ........................ $ 7,610 Interest-bearing ........................... 112,761 Federal funds purchased and securities sold under agree- ments to repurchase ...................................................... 79,946 Trading liabilities ...................................................... 92,208 Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) ........................... 11,399 Bank's liability on acceptances executed and outstanding ................. 293 Subordinated notes and debentures ........................................ 9,467 Other liabilities ........................................................ 30,651 TOTAL LIABILITIES ........................................................ 504,437 Minority Interest in consolidated subsidiaries ........................... 116 EQUITY CAPITAL Perpetual preferred stock and related surplus ............................ 0 Common stock ............................................................. 1,476 Surplus (exclude all surplus related to preferred stock) ................ 16,020 Retained earnings ........................................................ 16,149 Accumulated other comprehensive income ................................... (372) Other equity capital components .......................................... 0 TOTAL EQUITY CAPITAL ..................................................... 33,273 --------- TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL ................. $ 537,826 =========
I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief. JOSEPH L. SCLAFANI We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct. WILLIAM B. HARRISON, JR. ) HELENE L. KAPLAN ) DIRECTORS H.W. BECHERER ) -5- EX-25.8 32 l93286aexv25w8.txt EX-25.8 FORM T-1 EXHIBIT 25.8 ------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 ------------------------- FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ------------------------------------------- CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________ ---------------------------------------- JPMORGAN CHASE BANK (Exact name of trustee as specified in its charter) NEW YORK 13-4994650 (State of incorporation (I.R.S. employer if not a national bank) identification No.) 270 PARK AVENUE NEW YORK, NEW YORK 10017 (Address of principal executive offices) (Zip Code) William H. McDavid General Counsel 270 Park Avenue New York, New York 10017 Tel: (212) 270-2611 (Name, address and telephone number of agent for service) - -------------------------------------------------------------------------------- THE GOODYEAR TIRE & RUBBER COMPANY (Exact name of obligor as specified in its charter) DELAWARE 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) ------------------------------------------------------------- GUARANTEES OF TRUST PREFERRED SECURITIES ISSUED BY GOODYEAR CAPITAL TRUST III (Title of the indenture securities) -------------------------------------------------------------------------- GENERAL Item 1. General Information. Furnish the following information as to the trustee: (a) Name and address of each examining or supervising authority to which it is subject. New York State Banking Department, State House, Albany, New York 12110. Board of Governors of the Federal Reserve System, Washington, D.C., 20551 Federal Reserve Bank of New York, District No. 2, 33 Liberty Street, New York, N.Y. Federal Deposit Insurance Corporation, Washington, D.C., 20429. (b) Whether it is authorized to exercise corporate trust powers. Yes. Item 2. Affiliations with the Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation. None. -2- Item 16. List of Exhibits List below all exhibits filed as a part of this Statement of Eligibility. 1. A copy of the Restated Organization Certificate of the Trustee and the Certificate of Amendment dated November 9, 2001 (see Exhibit 1 to Form T-1 filed in connection with Registration Statement No. 333-73746 which is incorporated by reference). 2. A copy of the Certificate of Authority of the Trustee to Commence Business (see Exhibit 2 to Form T-1 filed in connection with Registration Statement No. 33-50010, which is incorporated by reference). On November 11, 2001, in connection with the merger of The Chase Manhattan Bank and Morgan Guaranty Trust Company of New York, the surviving corporation was renamed JPMorgan Chase Bank. 3. None, authorization to exercise corporate trust powers being contained in the documents identified above as Exhibits 1 and 2. 4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form T-1 filed in connection with Registration Statement No. 333-73746, which is incorporated by reference). 5. Not applicable. 6. The consent of the Trustee required by Section 321(b) of the Act (see Exhibit 6 to Form T-1 filed in connection with Registration Statement No. 33-50010, which is incorporated by reference). On November 11, 2001, in connection with the merger of The Chase Manhattan Bank and Morgan Guaranty Trust Company of New York, the surviving corporation, was renamed JPMorgan Chase Bank. 7. A copy of the latest report of condition of the Trustee, published pursuant to law or the requirements of its supervising or examining authority (see Exhibit 7 to Form T-1 filed in connection with Registration Statement No. 333-73746 which is incorporated by reference). 8. Not applicable. 9. Not applicable. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee, JPMorgan Chase Bank, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York and State of New York, on the 17th day of June 2002. JPMORGAN CHASE BANK By /s/ Walter I. Johnson III ---------------------------------- /s/ Walter I. Johnson III Assistant Treasurer -3- Exhibit 7 to Form T-1 Bank Call Notice RESERVE DISTRICT NO. 2 CONSOLIDATED REPORT OF CONDITION OF JPMorgan Chase Bank of 270 Park Avenue, New York, New York 10017 and Foreign and Domestic Subsidiaries, a member of the Federal Reserve System, at the close of business December 31, 2001, in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.
DOLLAR AMOUNTS ASSETS IN MILLIONS Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin ........................................ $ 21,396 Interest-bearing balances ................................ 12,495 Securities: Held to maturity securities ................................... 442 Available for sale securities ................................. 52,916 Federal funds sold and securities purchased under agreements to resell ..................................... 75,076 Loans and lease financing receivables: Loans and leases held for sale ........................... 4,515 Loans and leases, net of unearned income $173,654 Less: Allowance for loan and lease losses 3,275 Loans and leases, net of unearned income and allowance ................................................ 170,379 Trading Assets ................................................ 140,469 Premises and fixed assets (including capitalized leases) ...... 5,502 Other real estate owned ....................................... 41 Investments in unconsolidated subsidiaries and associated companies ..................................... 360 Customers' liability to this bank on acceptances outstanding .............................................. 270 Intangible assets Goodwill ................................................. 1,739 Other Intangible assets .................................. 4,762 Other assets .................................................. 47,464 TOTAL ASSETS .................................................. $537,826 ========
- 4 -
LIABILITIES Deposits In domestic offices .............................................. $ 160,102 Noninterest-bearing ..................$ 70,338 Interest-bearing ..................... 89,764 In foreign offices, Edge and Agreement subsidiaries and IBF's ........................................... 120,371 Noninterest-bearing ..................$ 7,610 Interest-bearing ..................... 112,761 Federal funds purchased and securities sold under agree- ments to repurchase ................................................... 79,946 Trading liabilities ................................................... 92,208 Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) ........................ 11,399 Bank's liability on acceptances executed and outstanding .............. 293 Subordinated notes and debentures ..................................... 9,467 Other liabilities ..................................................... 30,651 TOTAL LIABILITIES ..................................................... 504,437 Minority Interest in consolidated subsidiaries ........................ 116 EQUITY CAPITAL Perpetual preferred stock and related surplus ......................... 0 Common stock .......................................................... 1,476 Surplus (exclude all surplus related to preferred stock) ............. 16,020 Retained earnings ..................................................... 16,149 Accumulated other comprehensive income ................................ (372) Other equity capital components ....................................... 0 TOTAL EQUITY CAPITAL .................................................. 33,273 --------- TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL .............. $ 537,826 =========
I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief. JOSEPH L. SCLAFANI We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct. WILLIAM B. HARRISON, JR. ) HELENE L. KAPLAN ) DIRECTORS H.W. BECHERER ) -5- S-3 34 l93286asv3xpdfy.pdf COURTESY COPY OF GOODYEAR'S S-3 begin 644 l93286asv3xpdfy.pdf M)5!$1BTQ+C(-)>+CS],-"C$Y-"`P(&]B:@T\/"`-+TQI;F5A7!E("]#871A;&]G(`TO4&%G97,@,37.Y/G'9\]CSMO$E<5_C7,=]A+>"9QUO`\\6GEBN*LXXKE.\O=R!;/R<=0P, M?%MY)W'OYS[$Y$YSRW/%1<',[A5Y:C MR+F0+R:<=6T"NEO8Y+,B%S[>_?/E+/5UJU=NSBE*Y[7:OZ]BW=K/UUY+9,ZS M:OV7_V[UBF6[Y1.7)3Y>!V%;/>R(SYY]\]VL%;M0Q$'LYWWKWV7FK>I\N6E' M?/H\ZU??EDWM7K6H*F<]R*B;^U;IK3L>E7@BLG[>[OW=:Q>MUER_#R@>N?=X M]J+5:[;WQ;1^KTK[=ROIUHI-N_):OU4^WK<^\[K$KE6ZRT[=Q[3H[76]5=V9 MF[;'%\Z(R(89N+9M?IJX[/-U[Q^]SEAU*CNS_6;[=-G7NW_LNJ6U:=;=VF.) MB>NJWOW3V]:U9MD^RR+QNR]G_\[LSEITZN7.;U)ID]F=L6SUZDWB-Y_W[09YZMC\UK:L1;/>(!NR>9U$Z[>=>^>]7-6] M>N,RRVGBSU[._O%NY0NPUZ(2CU?"#'S_>%UU[8R8LLRHI)>O%IW*1835N1U) MXK>>?:M>!@JW&YDS*E[/_KWJE>:Z$_&I;3N@;-3P7/LC],SJ=H9L461ZU9UOMDVZUF=9.2JSM>;GJ.:O$QKT:LW M2Y<_3)P%#&J]S!\1::LTUYUN8&`V<7%Q2>L``DC2`3(:&!B%E)3`#"4E)0T0 MS>#BX@&F&1@XP+2@H`24%LL`Z644%'1QZ8`HX0";!12!\IDTH%I!#+!28^,. M%%.4E)0MP"X`N08J96P,$6)2@KJ%P24M+0/F3J@JF/,$P8P.L*T0:P4AFL`V MP!P-4PWC0Q@@%XF&AD(=RRCB&H'B#W"0@)T!5@H)&23_P3#,!(AJ%0\D'C/8 MOPR,$@@AD`-H6V*`BB0&EC;@T[C`8X#_DP=P@Z+F!]H-4KP*-1*[&!@3K?9V,UR0WNQ#$-!Q4$>[@D5 M/!Z*:[I?V54POQ+;:'95@6-!D\2"HPQ"N@FK-CW0THM@#3!GT.$K0"J(CC$P ML*L#:3$&!NX[0'H6`ZMD#I`6!XI?!P@P`%91$X@-96YD"!;(#`@,"`V,3(@-SDR(%T@#2]2;W1A=&4@,"`-/CX@#65N9&]B M:@TQ.3@@,"!O8FH-/#P@#2]#;W5N="`R,2`-+T9I'0@,C`P(#`@4B`- M/CX@#65N9&]B:@TR,#(@,"!O8FH-/#P@#2]4:71L92`H4$%25"!)22D-+T1E M'0@,C`Q(#`@4B`-/CX@#65N9&]B:@TR,#,@,"!O M8FH-/#P@#2]4:71L92`H15A015)44RD-+T1E'0@ M,C`R(#`@4B`-/CX@#65N9&]B:@TR,#0@,"!O8FH-/#P@#2]4:71L92`H5D%, M241)5%D@3T8@4T5#55))5$E%4RD-+T1E'0@,C`S M(#`@4B`-/CX@#65N9&]B:@TR,#4@,"!O8FH-/#P@#2]4:71L92`H4$Q!3B!/ M1B!$25-44DE"551)3TXI#2]$97-T("A,.3,R.#9?,#,T,#`P,#`P7S$U*0TO M4&%R96YT(#$Y."`P(%(@#2]0'0@,C`X(#`@4B`-/CX@#65N9&]B:@TR M,3`@,"!O8FH-/#P@#2]4:71L92`H1$530U))4%1)3TX@3T8@4U1/0TL@4%52 M0TA!4T4@0T].5%)!0U13($%.1"!35$]#2R!055)#2$%312!53DE44RD-+T1E M'0@,C`Y(#`@4B`-/CX@#65N9&]B:@TR,3$@,"!O M8FH-/#P@#2]4:71L92`H1$530U))4%1)3TX@3T8@5T%24D%.5%,I#2]$97-T M("A,.3,R.#9?,#(Q,#`P,#`P7SDI#2]087)E;G0@,3DX(#`@4B`-+U!R978@ M,C$R(#`@4B`-+TYE>'0@,C$P(#`@4B`-/CX@#65N9&]B:@TR,3(@,"!O8FH- M/#P@#2]4:71L92`H1$530U))4%1)3TX@3T8@3U52($-!4$E404P@4U1/0TLI M#2]$97-T("A,.3,R.#9?,#$V,#`P,#`P7S@I#2]087)E;G0@,3DX(#`@4B`- M+U!R978@,C$S(#`@4B`-+TYE>'0@,C$Q(#`@4B`-/CX@#65N9&]B:@TR,3,@ M,"!O8FH-/#P@#2]4:71L92`H1&5B="!396-U'0@,C$S(#`@4B`-/CX@ M#65N9&]B:@TR,34@,"!O8FH-/#P@#2]4:71L92`H4D%424\@3T8@14%23DE. M1U,@5$\@1DE8140@0TA!4D=%4RD-+T1E'0@,C$U(#`@4B`-/CX@#65N M9&]B:@TR,3<@,"!O8FH-/#P@#2]4:71L92`H1$530U))4%1)3TX@3T8@1T]/ M1%E%05(@0T%0251!3"!44E535%,I#2]$97-T("A,.3,R.#9?,#`V,#`P,#`P M7S,I#2]087)E;G0@,3DX(#`@4B`-+U!R978@,C$X(#`@4B`-+TYE>'0@,C$V M(#`@4B`-/CX@#65N9&]B:@TR,3@@,"!O8FH-/#P@#2]4:71L92`H1$530U)) M4%1)3TX@3T8@1T]/1%E%05(I#2]$97-T("A,.3,R.#9?,#`V,#`P,#`P7S(I M#2]087)E;G0@,3DX(#`@4B`-+U!R978@,C$Y(#`@4B`-+TYE>'0@,C$W(#`@ M4B`-/CX@#65N9&]B:@TR,3D@,"!O8FH-/#P@#2]4:71L92`H5TA%4D4@64]5 M($-!3B!&24Y$($U/4D4@24Y&3U)-051)3TX@04)/550@1T]/1%E%05(I#2]$ M97-T("A,.3,R.#9?,#`U,#`P,#`P7S$I#2]087)E;G0@,3DX(#`@4B`-+U!R M978@,3DY(#`@4B`-+TYE>'0@,C$X(#`@4B`-/CX@#65N9&]B:@TR,C`@,"!O M8FH-/#P@#2]0'1'4W1A=&4@/#P@+T=3,2`R-#,@,"!2(#X^ M(`TO0V]L;W)3<&%C92`\/"`O0W,Y(#(R,B`P(%(@/CX@#3X^(`UE;F1O8FH- M,C(Q(#`@;V)J#3P\(`TO5'EP92`O1F]N="`-+U-U8G1Y<&4@+U1Y<&4Q(`TO M1FER"]B+U8O0R]S+V$O5R]C+W-<#65V96XO;"]C;VUM82]$ M+W0O96EG:'0O6"]E+TF5R M;R]J+TTO86UP97)S86YD+VXO;VYE+T$O>B]/+VLO='=O+VTO<75O=&5R7`UI M9VAT+W@O42]T:')E92]O+W!A&-H86YG92!#;VUM:7-S:6]N(&]N($HI,3@N-BAU;F4@,3DL(#(P,#(I751* M"C(W+CF%T:6]N M7"DI+38V%T:6]N($YO+EPI*5U42@HQ,"`P(#`@,3`@ M,C4Q+C4X(#4P,"XR-C`Q(%1M"ELH,3$T-"!%87-T($UAFEP(&-O9&4@86YD('1E;&5P:&]N92!N=6UB M97(L(&]F('(I,3DN-RAE9VES=')A;G35FEP(&-O9&4@86YD('1E;&5P:&]N92!N=6UB97(L(&]F(&%G96YT M(&8I,CDN-RAO2!6+B!7*3$Y+C@H:71T:V%M<&5R+"!%2DY+C@H96%R(%0I,3DN.2AI*3`H2DM,3`U.3@N,RA#F$I751*"C`N,#$V("TQ+C$@5$0*6RA!:W(I,3DN M.2AO;BP@3VAI;R`T-#,Q-BTP,#`Q*2TQ-3&EM871E(&1A=&4@;V8@ M8V]M;65N8V5M96YT(&]F('!R*3$Y+C$H;W!O2!S96-U#HI751*"B]&,3$@,2!49@HQ,RXU.2`P(%1$"C`@5'<**`$I5&H*+T8R M(#$@5&8*+3$Q+C4Y("TR+C$R(%1$"C`N,3(X(%1W"ELH268@86XI,3DN.2AY M(&]F('1H92!S96-U;&5D('1O(')E*3$Y+C"!A;F0@;&ES="!T:&4@4V5C=7)I=&EE"!A;F0@;&ES="!T:&4@4V5C=7)I=&EE2!O9B!T M:&4@<')O'!E8W1E9"!T;R!B92!M861E('!U M"!;("TR,#`@+3(Q."`Y.38@ M.3(Q(%T@#2]&;VYT3F%M92`O0U!,1T%"*U1I;65S+4)O;&1)=&%L:6,@#2]) M=&%L:6-!;F=L92`M,34@#2]3=&5M5B`Q,C$@#2]82&5I9VAT(#0V,B`-+T-H M87)3970@*"]J+TTO5"]U+VLO02](+V2]P+T4O92]3+UP-1"]'+VXO<2]F M+U4O22]P97)I;V0O^WF056X!X__N;@C)P_[=7."[-?]W!\&U MWW<),;`P,G*9V+KFI!87IQ:6)N:L-+2T-%)P+"W)S\E/STS64?#,2]93<,S) M42C*3,\H*58H2BU.+2I+3=&#VP]C,#`P,.5M8F#P9VQG8&9D9-$H^='!][.I M>\^/=WL8Y^_]\68O\\\4L9\!?X&0_:?<7M$_;WX`(1M$S:,]C!OW_K@+5),N M]M/EK^-?%_:?_$`U=W\\^'&7+=5%-'/M[Z+?);^+OI=D97TO^EWVN_!WR>KL M[T4@^+M@S9K?!=\+6/D:I_ZPV_Y]56_?,3:Y!4I%Q?]Y..=S+>:>S\.SF(=7 M;NE_'GZ```,`S\Z-Z0IE;F1S=')E86T-96YD;V)J#3(R."`P(&]B:@T\/"`- M+U1Y<&4@+T9O;G0@#2]3=6)T>7!E("]4>7!E,2`-+T9I7!E("]&;VYT M1&5S8W)I<'1O"]D+WDO8B]-+V%M<&5R7`US86YD+W-E=F5N+WHO M8R]/+W%U;W1E7!H96XO65P- M+V\O<&5R:6]D+W`O;B]:+U`O7!E("]4>7!E,2`-+T9I7!E("]&;VYT1&5S8W)I<'1OJV.X&SA50?"&-%^?U*JI'Y8&G<'>;(HXM]0Z:AO&/9$XQW&"S M=U?"L]V_;*LGX*=@,%@:8/-9?WVGBV[V_@='I`@52`D&>\8/;\J_JQ&!_TD7 MJUZ?=08GKS0&10-"4]4RB9"`9/Y[3"R)2[^4:VN1:O7!E("]&;VYT(`TO4W5B='EP92`O5'EP M93$@#2]&:7)S=$-H87(@,S(@#2],87-T0VAA"]B+T,O=R]O+V0O8V]M;6$O<"]E+VXO9B]P97)I;V0O7!E("]4>7!E,4,@/CX@#7-TQR>$"4$QMHQ3[0S.3-?6Q_H`I%;H:L]2BY9JV55!0!`($"48 M("2!!%`($",00004""@A\I*G*QAYJ$6Q=451S_I`6<'ZP#[6LV[WV/U->]GN M#MK]8\\]YW?N^=US[^_S_?WN_5T1YNR$B42B.>O^N&G#)QN6!BN3%-KE@3JY M2ADW[5_#TQCO(>+G._&,F)_KS#S:'NWFQ+-N;Z&U*.EG\\\N.&,3_<=B>6W= M7.!/L^'FFWT>;E?<,5PDDEJ;VLYX>7FO\/):O2Y%G:%1[DK0<8OCEG#>?KZK MEDW;U:^LW[3U\^+\XU-B%=S6#*U.D:3E`I/C4C3J%(U7DG$XCCU$L-<]:!*V,PXXW!]L4^0RCA$0J;H M+U?%I8@D+S7?'KY..30MRGRY6RVN9;H(0Q\/#B1T5%ZS1XZ?]^ALM9OX+N22M94 M@A,]0::"@MQHO%#27)#8&$.CM]%R]`>T*+EDY0N6Z+T\>`)D$VQQ(4X8LH+, M:3HJTY)ZVM'1=>FAMF"M\GE64/A@WP;]I?1[4^AL]'358B#5:?)(,LEVJ??0\J<.ZW1.O0 M&TO0EF4LT0F#=\@(N5ZGIW/SRZPU,(O_R`$?L^92G$@+,X:9PLS23)>+K\%, MFOP4)@;Y%!;B]?M-[5N%U*./T$:T--06.,$2Z>>&:L'IUJL\.?(3]NMT5'JY MYE3[M?[K#D;VV-C+S[&+6A^#840,RZ"4?'KRQKT+=,-A0WJ^&;FA6#D+VL5D M;+A<&4++0^TWZDKK2FUL\T$02O1&K1@4]O:ER^>?5-S MA)&M07$V?JP-#/4BM&B4?W],W,ESY*3$9\H7C\M/1;*-=(ZIO)P]4F&II1I2 MJ_86,;L*+8H":L>AGNQ6&ER'8!7(FME;10&XXPR?F*$Q`P3E<=WI_/ M&G,M:93QD+K-?K2NKBZK=QUR#T=^'Z0RGA(9BJV')S;8=JJZWKW\8OM]6'HY M<8R8('[A5?P2,DABRJNHR&2)B8H,344L[8>DFY'S>H>V*XM5ZF*2593!FE.9 MQZP.3DS;0@4/;@41S+__YZ\98)`R:Y"JJF^J9JJJ]U?1Q+^??#]^IZZ@;M\Q M]IR$F$"+IB+(\.U1WGL0=O!;NZ6IIY,I*>EH.D27/]^9=Y0]EM>5&441XTW\ M)M(W?&E@5&9[[_4S/]P[;4V.9V1Y_9GI/'4>(JWU>G?H&2NY3V@(!Z\`5S)" MH57IZ?S\LDJ6R+0]@(I.ZMJ.LC3O]]"*7E2>G4/MR=IBE#-HGG!Q[TK:P=UZL?>&M+GN(>#GZ)JJ7"$-CFP_U)U* MJ:L,;2..*U]T"<4S]O-838,>B!_=S]YU/"?.@@8DY.;89'T.G6N:=@5^Z(.D`8)BO+K;/E%-G4ZW*U:_BSRW)PF^(8B< MYMF^S;@M-R17X#EK+4Q+\T.=68'L7O)V+](P6VJZ"8 M9@L+,8:\9KMPV+@G_5.4K4*X$+\'/*HE1/Q0U_"C`?K8H;T9+-$2YX\* MM%1R<5+?A$[F7C5]A$30^A\:$8[O"?DV@A6HQ6H46^O4$_"BUI/@3" M[!'5.)*RIG1RH#XZE!->(I*$)W5=@AG/(`*<61F26V'#,9YR6/3N_ZP&ZZ30 M`V?#"(EF>J,@)--HCC2>Z@:/AJO,C<8O^_KI:P;8Z\S-]#`P/O"S^5Y*^FKE7[_ M[;#0LZQQL$VOL/!.7J.[@>7Z39B<#/(IJC),A=#%)"+.)P90>YT M0CEM3PMM:4];VG-:X5!ZH1?81Z7E;>1X!'*4F&IHY%6^&SUH\7*WK2$ ME`QNP)2-EV&F+_'YMPH0]W=_#9-'2'`CJCL]17HN..;&S_A;#N]#ZP_5TAV, MG9^%Y6N>>BO,1]I*S?)'Y#T>P4..N%F]R5)CK*+WH(2L(7OVYD`:3+I[Y=Y0 M`*Q>@-O2&92-!7#/65>/+WY)?8Z\_FP0)M$_H=1?;Q*SHV(_!:3%Z-$"-QW` MPY#&]'@'9S%J&YB^"G*K/K>>!JM[X88=AXA:MKQP#_MTVKR6F5GXUVC2!.Q- MAK-27GHN'ON3[[:+9GNFB;>:K%Q3=7E%K59K:C);3#;.P3DMBF7$(IA5E:= MKR,:8L;PW,7I^]>HMBZL[DSU"88T<-VBX."=@IRTG[$?\53#EZ57X3^^(!.7 M&\8#^/X#((!BZ91\?B>KFZK5I*'3X_9[I\^&Z8=P#MN/5VY1'3Z^7P&$DIK# M;WU"MMHB7H%^`O]=<^U\67N928:3?MWED*.15NY#[I/$R9#NPF_+\&6(W:8$ M'.2WY#"[-82.KTI\,33TY*;,"Z%5RO$.RO]ITQ)\[QI(`"DBO9Z^W,6S@9V* MGJ->].Y!F<-MHC\87KI%@<38>?@&_.`I,=$\5,NP>AUU;-)3293EH@T%1ZCZ M.C/<;/F^`69D1KC.3B/)'=<;#JP5$%EFCW>`BDMV=`'W@4D(7"SBG> M;>G-RQ2+Q'>$#UW9&7I'K=??%8%YOU.)A]')X*B"Q^/H#L8Z'7H/Z?&&9B[1 MH._*/,R");\0<7:XJM&DT5*U4]QIHF3O]FR41(&Q.H@POM/A-I,6FY6ST:@0 M+H31'+8I:\7:2FRDUQ/JH\8G)N=G;IU#+V04>_WZ.#D0=T!\20[YIU%X,`'1:#<# MK?UI<.:[V`]@!6;(%#:J"M&E%I2L.&90OE9$,E:AAQ9%MX_PMD>52N,9G=9; ML;A&X%WPQ1@%_OB?P5EXV&;HL-.-6PI10151'V1&$M-7OIJD6!%3LZ?*U"1G MYD49JO['$NN&.4..<]V"IR083'8[?+**W9696\BT78<;IR(K:Z083]GH`UM M+ID\87U$''-=O'JL_V.TNQ3MW-%$[<+-=5BJ)OA\:Q_BO+"]"X<1X>\6USJ] M3RKN@14^!6IT2LW=\"7'^GL;)-LK\'GZ?S,Z%W(*96YD7!E("]4>7!E,4,@/CX@#7-T3S`%WDOVFJ/*V"[L6@1D$VC340:7"%(P``AD"!1640(FV%79%%IE%UE M$414>D":L546-Z10VG%O9$;&&=NFOD=?NGJB/3_ZU]2M.G7KJWN^.LMELXR- M6&PV&W?WE7BYN2_=KE#*-S?]?H_T(P']1;0,[MSKLA;P,+8;)/RFO/M]O8.*^SMU[JK8@ZI M%>'[XT1_V;=8Y."X;O6R3[CV,SI^0D=[D3A4%2(7^1W2Q,F5&I%/]#Z5.D:E MEL7)0U>(1.*H*-&V3QLTHFURC5P=;YA^EBI2:$0R49Q:%BI7RM21(E682**( M5L4=BI&+Q%XB672HG4HM4AAXF@,A&D6H0J96R#7_XWZV^?GZ9]LLMN&P,"[+ MW((UWXKEQ&:)29;2B)7-8DD-6;$X+(Q5Q-YB9&$D-R".#P@EH]CN\N-.E32'CX*,+3`L4; MR<6O`L8"*=3$PR>6;^_^SP$Z$5EQ#]?>4KP7KFI\Q?NE[/55X)'`VMR$B&$* MCAF87>G#\97(R`3YK""^;@N^<(,\6WAWXA35A"8(?*(OM"MR([G0*3$BG>(S M,?H&*&D\=0'V5U#5[C8#X*2X#S MLUM1.%T:2;0UA.]#O@#1$:5_']LR>P;+`B.2&ACRX\F)=RF$3&SLC4V2#=,;D[X"'\ MNQ*B+PC:W]X;!8<;>!:%3O6.>R.2:*TE[7=G23CAJP)%!7/ M;.2`S>UWRTIJ@@)R>/ MRLG/R\D5%A5EI!Y,V.LC,VR86J=E=[[D0.?4.@+9V=FA)^>#/]`_4H\YEY`'`79OWQJ*=26!BAC:.43) M>WT>2,\?2;"!#8BM1ZJ%)"I:NE[L2_'A#&,W3<:_>#[TXH561ZC-)IZO+SE50#:K2]V01 MKR@+B[US;D.'L.)T2=4/KE%.771:`?;SP"U9/UFG.7XD+-8K;!.ER\1J>-VU MG;5D:5I-K$ZI#Z6"JI.=R&1>U[*UQ^ M4LV4H(9=]0Y*WW$@;XHBP#(7Y7NY9",=LD26V9#Z]%XNY(,E76.,)#*D1:;( MO!W%@00D[1`'YF`J`RV2T'Q]^=1B0UL*0\NF5E!?SG75GNRDF0E>6B[RML>2 M>&=[]?H28:,^-IZ>WL$3AV5+LRF^?H0Y-\R&L9<<1@6V1'(!)@D]F!4F1&E< M<(&-6,?UYV.3)!@[W+/_:ODNM%1)569@/6<;1L:$8%IM%^@:[+!J!8T\D10[ MPI`\?E(S,W9+``]'Y4/X?5@.SXC[N=49S0=-^B-*Q&K2-<1E!>4K[]TC3(C3 MJ0)>952!`YB]AOE@LZ9)=H;&7PQ>J;W20UZ.^0M]5'DF5E?>_F1, M.-S\3:"=ZR[[:(-92-C?A4Y M/^;A!\'Y`P]Y]Q-(QX54&,=R#:&W,'\;90/S@`,^S(\$!')/GM"?R*,OO4DM MPA)34E-BA4C.16QT%--EY:47"H&5"1Z[T2H2\<5^FRC_F#N;A?OTT4?#KVM& M82483<*<-RGUP=VT[]#RT\YE)ORD.L;X&NA.L1O'(?\G#K-MRI5`&6EH`]J$ M@D@4]F$9F()G,WSU",CU(_/\XH]$;*A.!99X)"4"LQV?#E`H3M"9"X M>@^#RZWBJN)BNJJZ^7BCD%\:SXP/L[]EQ!S&?VH),NR6 M29SV##RF\/&QSM8+-12R1T[$^D%'F$49'CE=!./NN_$W$?F.QA_WU/_8_I8< MV3*(L-6+_!BPW$E5[_9;O:HYHXL[@QSGQZ>JK5V8!,>F9LK=A5CP_4 M(K+@B]:CUA51\8$]UD=5$(2%$"9`B(`$0@@O%0R/X1$4D8=!@O&%VL/JNF#7 ME?K6:G5[5KNZKE'7.^F7[NXWQ*WMJ6?^FS/?O??WW=_O=^]LB)W&,M=O26-4 M)YK/7+W>MF+YU&6;OTCDMM0'_/$&.U340O81:5"CHND!['RL/)>L@M)*\(<( MV,I"\'B@\##L$XP'8+^@8W@PL%UGJNU.SF+*25Q.2&_"]_#(904$$[QE,E^KTQ:>SFF/S-G`"[D">#^!`@ M:(3!N)$:"CUF4;!#9P>4VP5Q!%`N,+IF`F+:JMR^JF]RK88YK"<3#HV5_JP,E"Y/P/.LT#K?0L`9_IWK4;,QLY9GD MTVDG8X)8S.*WLQ8LU179.'V6`MJUM:A(/4IW0.DE:HL2*:T=$QVC-F8O+`E0(UGDWWT;:S!%I@S'J;#I_=@N*6` MUU53<;'SPO`P-1Z!W[I/*/N!L_=P.^_H/%O3I89A7P>_W^"]5\$N?2MC?>Z2 M:%`PL94^8*?AW$U8!7Z@P5-!@7?RN)YFJ@1T/:+@:_]91IIYI"`>HRVG-_)=85JLA:1NE($R8Z&0A1A MS?G7B7?5=]J8)U(2,3L2&\W.U*4$J?$8$KNIM*B!@W=_'?O.3[$_1D&&]-FY MI.DM(@HK3"F_RD(\@C&FJ_FVS+)`/W*7^@[HJ8:VCA'-0$NC'F_:QTCNU?!2 MA7?IZ(O&FOP9+/X(;?E$,Q]/&@T4+(`2&-OS#XYY`:-.?SAO/U]/9\,6*IF. MSXDQ9F_[K,5?C;=B'QQ,&NS;%'YF*1_:!\JX)VI&@H'@=];*PV>H;Y_%6<1Y M!7+2"791\=(%W2ZEZ`,'13JD.%/\BH4-T(U7HMFYR8%R_0=%Y'TOA:.^\KW7 M2C@1'Q30E1PKZ2V.Q-T0^>OW!+_W_-`DL^@>)"H`N935/M`ETG,L27MNR,%N M-91>+B2'N@1TYV=*^8@,RF9]N_1?*X1(+UW[<[_C4DI3B"!/ MFD13`AN]/0%K\3H.UJ/_Q[4+Z**Q;F?(J[Z%R+C;".XB0^4E%I:@?;7_?I]J MC7[T02R;G)H?*6OYK(@B3%O;%WZ-]5`XDCAK>-^EVL(_%?N)N`)Y:7Q8>BH3 MB4F`XV1NX#:!]I*#L;^F7H(@M:$3,)=*I+%OQ*)H5`XI6J7TOU]U8XC?%6E MTW[X#@]\Y@SD.5]'P^S!52UE!DQ/\37@TGH!9\V9M2H%%D"'@3T28<.#G M,-Q+\535)$M$TUI[JC7R=%;58!BP%R8^AP3V%ZB&8!U!Q4U\F,@=7TX%W`"? M&>VO,!58>/W2?5?6#TY$-GX#K!QT/.ADTWS]LP'$(VF2@Y!(R9*#NL:)J M@R6I.GD_W@`E(T_M`1\;L"Q,Q$&U`1P^0#.W!71I9T76*TUJ9\I-:A)1<%&F M^!<65J-N"V3A\Q1,IYG'GBCIGNK`[M(S#O#-PWX$]SA38#YQY2C2-+=#T7L2]93)RS#]8>^Z!Y$\C)U>&1W!KM@8$8S5J\#G MN,!IZ":\E:JC*_=4U7)-)Z.OJ6'TQ4??\K`>WZ^!<>R?3QWL>M$[):B*:Z#[ MA2/]LU-14PO1+HBN_7"`8VZO#`6MY&YT`HY3E/Y^!0 MRD8F4=U^$0:JO_3DT7/R-)-E=A]%,MFMY?!P_`"/A.^I],.&NBKVT/_8KM*@J*XL+.-T M7S(:2'CS@O:SWF.B,^JHF4BEHB0N&4$%HP0W=A$5660+"MU-=]/2V#3=-`V- M;,UC!Z'95U%!%`%W)P87T%&T->HX2<5)C,MY59>IFMLX8_Y,U?OSJLZYWW?O MV;[39VHF1U;)T9EL/K-U>:O'+#?X\S1>XDB`/Q(^/X8=[N'(]KFS>?%YV'X7]HV";VEW6>E`@>.O/?1; MTGJVVLDDRL7-78:X-.U!;3I',D2*%\!^48;E4&6QQ'HDI\^.U"I')[)X_7/\ M9W#%VV;A-6BU/GFAO6V>KT1+<]3E-R1D:L`"D(Z^:LWKR)MMCWN7<+_+H5!X M,%VX#E[TFA3Y!NS*X"*QX"6\$O&3M4B&5XOJQ58LZ*2PHLZE\]&Z^[!@@HS;'G"F MX_4'XU2L+B-.G<)$)C3W$^W65CP"BTZQ1+F%T1GI:HV423`V-G(0@"X8?\(+ M6>I'[!CJM4=9DMA<7UE3S17J>%[2W%71VM2?[LGZ(NHE7O;E)S'S)=Z#D4/# M9WI:.UE/7!_\GH+(/SN:O_-R9FL`8;%.I.(F@Q1 M!*>%J!V5*">_R)C/'#=*X^VWO2&(&AV.W)XN?`@?TX$QD>&>S+)UMXC"G?^T MN?.,.36^@,M/R4\I3ZHWS6XRE5762BK4S?'5;-G^,#Z*(1N$H[VON;_><'?B M;\=`/$1H#QK+A-]9WQ!O>`@R&]4._WQ.1QV*.+"+\?$<@84PY]N!D?Z!V/6' M.2H!%N$&VEMGK#HJ$:X@.]?3=JY!4UP+WG+%'Z/&??&EX0S^[6*,L"L.A[FR M[K'.S@:BHWW%>7H1E7"FLJ_L9+DCN=8H)+0`ZG`X,CI=6`S+ZQ,SB*.\V#PVR_^8M>IJK6TMBVLV$K]C;B MM5LYC]A[^*IXE2+#1\^JP,*COYBRZR]*X"HX(2><O3'I\AZ7NN<'U/KI[%5*FF@JD MQ-"-WY-2$,VL7A2"9VQNVW$^B:-N5KNO,*H5DL3Z@PUJEAIW"XP*W4TPQG<^ M?P*?C8#(FC;F9F:IB0>8SA?%YX3DUDJJ>HY6F=C\#ET),_)+-TP[E5&IJ>6< MR/,P0V_B?=,&OC9J0E#R=%"AQDP&;0CJR889V/FKX-B@Z#?IF/O?=`R;"G'N MVQ!/QJ(U&NUV+7FT.!X%F^7FVQ+(1">/=O.-S'!-A#>'@]$JN2Y81RRBD=,* M`NQT">,E0U-' M/YTZ&AS":`_CEB`V2G,AG)%+5@YL6R'-$^4TK!40GX$-7&XHVB$D5A MAE:B5NL/L7(5)/#BKTT1AP.OX"7@/ZNQ000NP%B-9Q@>AZ>AWH)#Z1F'TE5I MW)X8OVU1<0;3+.$3E$4J2O!7^*<%OZFHPAP+TYVO#.,FI6C[(8-W.COUD*_M M3)[9J,[J#R"=%V_.512A+I2$HDU@D\BC))-IY.*>IANPG M:"SMQ=P5OE\=D+*]Z7&]&YCMNV/#_+AQI"5D)W8H0E6A:D<%,A44O8G#QJD< M=;5HAEWNVL#+1IVX^X3V4ZE#[>#1/`K(32MKE4`;ZNQJKFIBSE=$^7)X+UJ= MI(NT6T209,P[R/=+(!6!LU?##K^]T3N"V3M3<+?M<&%3<'G%;^$T5L'=ZM#X M!$J?3`>#$$YCB0=VP,Z8>3(/:%A\#;A_P1^7?(==N?))7QK/3(:-8R^&!R\_ M/4W,WL-SO?<&)?71L0K052!/93&1 M+$M1;*LUO8_4]]U4[@A.EG,$DNHDR"C)FQZNBM_Q-K!@),9?YJ,URR5[]L6>JS6CET.6RX*[UNS9"YU#T%I M(^IX4EA)UT0D6P(9_/Y"_!O,XD7C7H\O7NMM*N?,V%<2[0S8D?!9IB\D8EE`524,OQ4W4L=;&N*+J= MJ2NM/-(JJX[9&R/S"N4,CZ=F76.P+"@U6$GN:BHL_E\E.K5H:LQ285-MALSE M]"5?"\1<"[%0]?`?FLLV**HJC./MX+T'S:BX8'#N=#=GPL*:"6W"FL9F*G*T M4:":C#04,%!>6]A8%[C+PKIO=]_9%Y9[EV5A68$54"-"151@!HMQE&BD*<>1 M&6:J,1VS3^?B\4-GU7Y(W# MBD7B(S[B(UN(C?CL'B-7L9]O+/\ZN;&QT:2'5J?5:>.F\0S]RKCJ\H7)D8E^ MKK63:FUK:JQFB^Q73RG1V$.0TCZG%^5-8NHORV@7>=)DUU)?2B\0A.@9B.[A M[/A MB^ZQ,6YB@GH;.`6*T4YV?R?.B,DI7HW\N:3HD0\ER?4)[U/R=,S69_@6'LW# M.96O<5G(3UE])BD(8WVN?B1&P1DU1[)N\>YOOW)9>$G!8_Z_5'!SJ5 M*`TM]5_UAD83J*OP:M"T!KTG*7I7WTJ2%TA^'O2;(Q8UU)M4;0W<-MSP+JHB MI&OJ#,.AF&O$0_(?YL&XN=-X%E,Y^&!&,4HK1,QI.!AU1Q/5=_,@)OA:(P<1 MB__.J!0][5ZVP],Y2"Z]#AG_Q&W44=%I]+$^=V`LI$0<>B"=]01ZO9D2(&," MQ37$RA3=%I2=8F^'G[N%GJ4(("SO^%>^**6*;B&SQL.8*Y M+SA&U5H35K'%0KF)0'%]M/K2K^>N(WB9(_3_ND0\O2@X>GIRR;)CFNT)=4>NY$<^QB]]D(M?-2MWT?^K07!)&$A]N(P*B9IAHN9G M?)W.U=J^M#SQG%)WG6<6HK]0(5X!^ZHLE8EA7RV!3URF[@M0OK\&H_=M^F*U MCF5NUQ^/[65+\?-:7&53YM'H[B9<2/\A""AY<:[UPWF6N>]WN5TN90HJGE+8 M96L27!E("]4>7!E,4,@/CX@#7-TM]7[WV$ MR-)"1!"$?'Y(X*)E?I-6).BTQLGS],FQP^A,7B'BQQ#\9Q8\)^;M+7FES6CT MQI1?\W^=+>&JB7^;3!^K#06U(^&2W94Q8X;D(@E!2"O,#:?5:H\I:O6L^?K4 M'$-"_%_35>-C)J@\O#QGN`_76;]7K^'JI5;YQ>K7:55A.<9TKD MZ@V:=&WL%)7*+SE9%3KDT@G$FT3B0($HT26(DKTD+`G%A.YQ`FBD_B[Q6R+=(L; MXLGB3/%URPF689;/)$LEVR7?D]YD)Z6BUE/OI:ND=ZR\K3*L.D;,'5$\XH-U ML/5A&]IFK^THVSVV+V2+9.4C)XYL':4:9;83V?G;G97;RC6T&[V=[K.?9W_! M_@U3R+P;[3GZB(.U0XQ#KZ/#8XQ3DU,=&L@<4;HHOACQDP@]S\MZY/897 M-;#YN+P+E&5@!:[OZ%S^(3^+,5+?%)9OBV,CHE8FQ7(X"1(EMP^].ON,[=!T MHYRC"SQ<8M$VLBKFY'(EG;LD"4<'H@.+UC\M?_O/OJL-S1Q]0=/4LO:!HJKS MJ_8696EI2T])2=8^QXSU67D&Q9KD4QT:Y>T?3:8K/U35[=W3NE-:0]&Y0T_Q M3\RYZIK+#5S;_-/++LUM"G?*2DW*3E9,]@>''B5=`#)XP[35[S5?/>$7'AJ= ME[J),QX)[[[$RO`Y\/`:9\`,^5,(7-Q#A]#5/P//V(@N-X#D-LC9;U*ZYJV- MUZT*/)]7S^TK*RU3[/]JX_JP+T+UV4J!CMZ#[XGS(!'#M<$`9H4!-3@*6UFO M>DR$?+3CZJF)U\+O@9F%SEOGGG_+?:+`/(%3A][,%3-H8!2TLL_TD(CY8,?I MJ9]#+BY`,XN=2Z,\PSC!]4*80<#4'O%5]&?^S\%@+DB)5-^# M%_C#%K0!J?,XE+M@&22[\ZEL`P)21JU_\2) M?>6*9E.403G$4$%;8U%:PAEY:TIF`B<^"$@"+L,8,6^`>,9(+M9OVOBY`B>1 M,!.F2(`$PO3X"`ON./)D$'X>@FZA65P]^>)4UZ[#BO>5;GH<@;;HB#/13YG. M3Z=D7U[D>_KDT`CC?(&D>SOY@TQ-QQ]1TB_/U36;G[#]\\], MPA%S/`)3!,6P&\4@YA=FR;]N`2VXT-F\&G8S_,+9U%2T$>;QF8;.4I1`"46W M"LZ-I>AL<+T)8@K7C48M"3%P05)*RC;?X+<`3?!6WXEA`G^>@:/D6:`E^(B< MB`/WBQX7=>N<+J=WA`>S7DLR$KC`T%>+%-'92?K0.\E/(.`#6(##0,C-2+/2 MOREHE[I,*BNH@]]:X6`640\>P(&[F$\<7,#@91TZXPH,8'$+*$-_!/\FF-,! MOFC9M"@B9\M&(W<.`D'6\ MRKGHJI159_*-\!E1Q4>+^;1!3V9H.AF%!HF9?'GHHJE6`3$DKAEJE/Q$R@J. M#=H?D=>#+5H`(^R-$IW`FNZG'X`W_XAI.7ZZ_6'%@M7+A*Q.YC:6H4UG/SL` M%@Q.]Y\YQ?-6\".-DN[WS_2,18)%BW?+000N;[X#N_ZE=V=N9!]=&&5JXG\G:T%YMF4D\+T-VYS\EV9\+!UK1:^*U. M7@ON@B\>=/O1`@:$8W.&%1#`"ANMO.J!_EJ[5N!RM5KME2<&-W\$\-=V\T541A.'IA:NWYG&;MZ<6Y2D6Y3T&U^'K M%*X0W,!'_@Q\'.CJ9W]XBW0TW+4^7"2LW.QD@RDPEE$;L:&(K*UOJ M[W.0098G'?-+91-SM@<5<09X0@UMA0W,/Z#X'19+9#M-9L,QN-4`M0T&L_P# M3`"$'OG0*5,%;IH&D,VYO?9V/+FQPP32TT.14MG)\B>7ADI+:2PHZL^]0 MR,*Q&1IDE5@R9,7`(Y+60?S.NP,O6""=+\XJYTHI^N29_2"I!3$+:HS>&<9A MEX$\O_7,MB7L4#85G%0<5BAHS&X;M#I.M,-"?J99/#@6W)DIGKXZ'T6R=\5] MC3+N5N';ZRSX-,-D&`?D"[2:?I(S0T$J:=BX*3,U;4Z[AP+CT!75&(7+0(Z> M_^&Z6H.BN-)H*.R^N-FP+NTH]FRZ*8VZ2IEUXSNZA4'Q`03C"TT42Q=%B,,` MK3`3`1%EF![F`8@""@S"-(\,3Q\\A*@!-&X")H(FE:SB"C[*;%PTQ-VOQSM; MN[>!I*S\G;K3YSOG^\ZYWX54F/C=%W=O\8I\0KW\4QTA^(1$TPD(9#0G)\$- M&G+RR&3.A5`6WIP+@;B6PU=IIEA`9XTMIC#6G8ZB=-I0CM&`2?Y259:5)76K M87DYCIF+C\X+P>.V'2DYQX](Z(1+=5!3-R+A0EA8`;3$Z)B&(A>O^H7HNQIQ M@X%C=(+L(L=;"^H(6'3#1T*1;_OH"O@$<)=`J>L#7!W^(% M*:BY)+L3U'T"GEI.&$>XOZ:]MY"!N/(2X!P)D(,98NXJ@&WB^9K%#(VBD%2I#)U6QCD(2#?M#4A?"Q9) M1K4^C1`$EV%NE,3(+J-R:?T@T#>,-:80=BK:F1P[#Z\W@+4/EI\C#IW.,<_' M&L3_ND$:S)&X?Q\'PC@D0=!7577S@.#^AVVSX]Q!)5PZV@#I^3Q;\+, M``L]769)%7XL.OL:*^M13ZNMV<9)^+&`6L0+A"B.Q`:(1->-*L^2B)0^@")!, M2ZI-V9&V;@7HJW9+FY5\<%A`%\2V,45W&SQC0&5C+ MR6O08(WE2O8HYY$BQBML3T@JG275FE*"K\K>OK`,EK=_\CS72\)-`KII+#0< M8/5'CL3'>V\K$'WG99> M1=X?!=0Z`L(T*C"QXL8,CHD7Y&^0-]2-LGC>)%?!GSQ?S)%4:X\GVFZSZS5)4\0+?GEM\\3J#W">B.H>##=2SN,B'\5`Z@\%Z!+BP25W7Q M3*M;B];&9:S+X$;&WN5;ZU%/9OX_$.0I3W'-4(%?(UZ)9\PWX#0<@`,,D#8( M,QIA)?CQM>/P9KP`OXZU.`IFX>ED:=P%LV`Z1(&6K*^OX\W\B%^=]=!53_SZ ME$SUVR1?GY":!R5ZU7&]]0X+80A\+9MUOS^^I)TN'@4TLYLDTP=P3T M::937,2ZP]#&U$-I1[B,3%/6!T>]F">0)7^G*K,4%M:I^QOV8!I/V*'%KUEY M0@*OA`VZ4D+$9XP(HV=:75H\7F5(TAD2U(P^=$7MPST\^)_]D5SQ@>S/U8ZQ M2<83O\6S8,$VCFQ!@7VPU9RO[KEXO**7QT]=YWX6A&?T+VM"SH[),GIIG:^! MBTI&@;(2AD``"TV5]-%V3DEIYVM,?]4 M0V@WO'8?/`*NQA3S>.8MBKFUJ$E?UL'V='Y\&7YS#:.@$DXQE?R_&H_:2MA, MJ&^J\I2)K=_)V6^]Q\H.=,,XG%F*YWM5TR:(H-Q/:!%'4-5T*($>,!;$A)&7"`HQX3FD%V^8 M@;O"P:!BU>NVT3SH,E28%K%X$.%7*J*;]W`;>KXWM*BO#=H[+O)-K2F>,/#W"37FY*/_44XV:^+'E(GV@P'*8#_J*&#KJBTC(=\CH'93 M_N'"Q'I_7SP>7R6'\*OP7\J8+^;GLXU5U@;E5!N)?,.)].)M$.T>\JVB(5B. MIH[1L,P=K<3'=GFHH+',46^;,C*3I4GR!(5F@*=KI5*+3:!;Q*HL#1MO-A,' MO<7-AME46HF86\A6EYH_4S@.$0!3L7!:`Q_@%E^\`B?LC8C)C,DDZY9-0M&V MB.QZUIY??A<\N3.7GN&%U(GD_(1T-C[.M$54KAD)Q5F3K>'].!@:?,D#3K!7 M/LKS4JH927VGDOKKQMK:)C::=K/Q^S9E'%9T>9<\UU*HHT7)TBFVJB#W!JGF MOH`NB8Z=.4<@!-_SQ3/1XOVF54IX/B7W_+%$ZUT60A%LA.[2FNIL.V&=VAW2 M)T^L\9%@!F9@"G@!Q^QF:N78;E5Z.B6*8I91G6BVY_)P$GW_5C-!G1`:%KJZ MPUQP^=29$NYL;-YIMJB\M.'KDU%;N4#$',!3=V(F7F M[>I5MS8Z:JMXO.6**CGU0'R,>F]*@W-PJ+H\A_?V2ZV1IW?`:H?'3>!A$JPQ,_C_=U1[45'K%EZ7D,M:B M)EX*-[OWJC,J];%JZXJ.(+ZJE=T5!`1!#2!J!((@(0@A0(!``C?A_18AR24$ MP\L5Y;%`71Y66E]45[O8K5.MCH_:5;IVSK4?,^UWXW:FG9W^D;DS^;[OG-_W M.^<[YW>VOT;$+OFQ3#4#=2B<@'`T15JJ&\\/2A]5("H8K3MQ("@LY]=V+-J3 MLV_RW@Z75E@,8ICOBN>IDB-1_[S>P:*`2YDTWVO*3]K-1XU57V6MW M?,_O7(V6[,5*9-[#Q;#P_HW>ZX,"QG&5E9\SCE%BKGPP2D8R+-'PCCXRQ%3< MWD;Q=U"BDAC3FTO"*?0)85/&]P1)5_ML1-OQ1K3LJ>^#>W;[YSUT("'1_+:I MV@CS&]WQ0M134GL\^/!F%CROO&QX$%E#?@:#SL%X`S@`%\UQA(W23 M0'=9SG?7IZHJZ*HD-L*HJUMW5-;'7O1GA+DO8(.B9Y`#T7A:89X/89Z MI`,\8.Y#.RB^S'>([7_QPXW""WZ$U9[T^'W)BZV2OVOY='X)^27R)"0OM&?B MXBOD4O3A;K_-.X;VWTUAB@G)\ZTQN=N.?DI%=&H&LFC\Q\NMH47RI#@J].X) MF`\+P*L-?UP141-EI"4SVD"CVS;C*6,7=>Y\2_-+EJUNI^]8.R]/4E>3VO-J M:'Q\RVPX>=FND>]$8C9.O<1TS5)=;S,SV+\5_D7^KOS6Y`WV8UF(8<>GP;JK M4[3'(DR,^*:0@E.8;QH85][!D5%L7Q,#1@+>]W.$1<2H0@_2T(7"E,2%@@8# MSLU*(DJME^MH)11RQ.%R0[N5@A:BNF^X=]08EDRC(N)XMCK!@-=S"8]9$OM8 MQ]V#->*KL`8MPPGT#*HX\FA9@<5!\?,%NY_K&G4R"GU!'%0;Y/GX7`$A68LB M^+=X](OIB!_LZ^KL[XOOCI$ER&.%B1)%._A_.$V&P$_ZL=4EV.H;J.=C2213 MBKIQ[0JCL'R)+8B/,YPTGJ$;K)! M\.+`7KJQEQ/82Z+@1:#FYU8(Y5Q^+]!2(]A.2!,-Z6J+3U,%N5AOTF@A6NC& M[T!!2F*(/:1E,#'*`GF<@)\C#E;JJ_OQP$=8N1>(SN&( M`IVQ(8]!X6"V.4:'+&>][=;FLMY*=R=?;]TYEYO8JY.G/$<[PS]&(4IBV/2] M$^T[)UA?;G$&4,Z);[^+G_!;^(%D^.T81T8:64D M;XP]D"B$-HU5'#2\N\.QTGQ+AQ#ZJDLCET;9"(6PKF054<5X/9_X/KLPN+OO M@$D&^!Z<72;6P3EA?>V$M2$&0Z$QE`$GE-["^@)G+OP@Q_#^_YMEV0[>7R@: MRV$=KJ.P%3))$)5_>W>R*1A]A"0%&W9M9K^#]VBTW!-Y/L*=EX$/'L/[N/(S MJ]^@GR)F/2(0B:..8LT0,,;/F<"P[^%=&\#'J=`2X%NRX<+XP%?ER,4WU(`6 M;`I33;+T-.HE#YD4U?'2//NK]N': M@8L,8HA?9AK"\G#_:\'C7#++P00L_?@AOM(#'(5Z&.+(O:6YC9.4I!WV$5_U M6QIIR61'2?`5Z4C#11NG&=T=*`M2I`O0Z^^C?4KBG)XKBA2"$JG2)PKYT2R, MB=E=_,9.<6MKVBN@_QICD3R&9W"?A*4JHL"@S\W,.&(YA!7EFE\%_X)!'T%^ MQ1HJ*5T>*4R^AK(MU8Y@OO M29_T3/69F=1:MW2M6G%2&F>\>(:!T>>8Z>SK"BM/<^+K_TE&/!!U]9$RH_;L M!0IFT6$ET>4L'%C<]Q`9&:FIQZ1A)7UV!IZB8"5Q45>5&T?A:6UGUZZ9FX,7 M6]N%GI8QT=Q@A'GU[AZ5Z7P$)S;S1]%*6"G(.CY3*!DKE:+6DG-L(I6CU^C4 M]`X4Z`?1;OE6MK2,LK88.TMI#I4JB59].5N75I%[[C/+?IB+AKUL(EC/+VH9 M:3!Q@DAS6G?AIT#J^C9"L"M5BNR&EN)$2G4`_3@E`+^?S.E8\#139HO)9L)& MD4#%_\%,V3A3@[`C54G8BLIUMD#PF9WCQ8EP M/QMW*Q>]0N-N5A&LX98FLN\/7#^6-)A$R>NXQ6S">"/%86?Y#6?P9$Y M906E^?7(!S*\)"]?@_BLE:NSEWESR`\W"T-=23J5S;+;5M&:YM#I)BR8RKAW MUVW35^4WG8*%*-(+/[X`0TETD;L2_#E";4Q@6ZF6R>EF*^V(:DJOUKC7951D M%5)9:7I5B5`-<.+%3O!_XL1G_HOJM/^A6E.44ZBF=Z.P'?"96[Y%:ZNAN#:C MDY4?4CWDE1GNIM*E!L5+"`[L>WP]>?F"?`>H>%G M_.+FD2:3!8<#/ZD.?G&'RR6+*[\1UI/)(ITB>4]8>KPVECUBA"Q^N9=MEB!T M:(F;360#ER_8?^\[5\_ONC\:$D4_A"'EHNSVZ>7?4U:"RVW)[Z*_!8`I\M:/ M-8M%4WL:YJ^7$M[U0X9=^%9;F&=+N+0BVW?1WDL/Y(3O;)]6T23?WE1?+!6S MIV7FA!,]QY_]MNJN_9W3_MO"LPO:0@DOZTAO`P95.ZC@[`)5SD^`1GUF6]E? M5R;_^Q![<5=>;#NDV/S^]+OG4\;N7S7,WQ>S&/ZJ>UL;P<[VLG.=K&KW>QN#WO:R][VL:_][.\`!SK(P0YQJ,,<[@A' M.LK1CG&LXQSO!"Z MRM6N<:WK7.\&-[K)S6YQJ]O<[@YWNLO=[G&O^]SO`0]ZR,,>\:C'/.X)3WK* MTY[QK.<\[P4O>LG+7O&JU[SN#6]ZR]O>\:[WO.\#'_K(QS[QJ<]\[@M?^LK7 MOO&M[WSO!S_ZR<]^\:O?_.X/?_K+WW\$&`"]PG\""F5N9'-T'EZ M>WQ]?G^`@8*#A(6&AXB)BHN,C8Z/D)&2DY25EI>8F9J;G)V>GZ"AHJ.DI::G MJ*FJJZRMKJ^PL;*SM+6VM[BYNKN\O;Z_P,'"P\3%QL?(R+CY.7FY^CIZNOL[>[O\/'R\_3U]O?X^?K[_/W^_P(, M`*WV?X$*96YD'B`B(B(D)B8F*"HJ*BPN+BXP,C(R-#8V- MC@Z.CH\/CX^0$)"0D1&1D9(2DI*3$Y.3E!24E)45E966%I:6EQ>7EY@8F)B9 M&9F9FAJ:FIL;FYN<')RGIZ?'Y^?H""@H*$AH:&B(J*BHR.CHZ0D MI*2E):6EIB:FIJH**BHJ2FIJ:HJJJJK*ZNKK"RLK*TMK:VN+JZNKR^O MK[`PL+"Q,;&QLC*RLK,SL[.T-+2TM36UM;8VMK:W-[>WN#BXN+DYN;FZ.KJZ MNSN[N[P\O+R]/;V]OCZ^OK\_O[_`0,#`P4'!P<)"PL+#0\/#Q$3$Q,5%Q<7& M1L;&QT?'Q\A(R,C)29FYN;G9^?G MZ&CHZ.EIZ>GJ:NKJZVOKZ^QL[.SM;>WM[F[N[N]O[^_P?GY^GKZ^OM[^_O\?/S\_7W]_?Y^ M_O[_?___`@P`YZP_$`IE;F1S=')E86T-96YD;V)J#3(T,B`P(&]B:@T\/"`O M1FEL=&5R("]&;&%T941E8V]D92`O3&5N9W1H(#4T,3<@+U-U8G1Y<&4@+U1Y M<&4Q0R`^/B`-U03=Q:>$&8&%8(FA,)$)^,;ZR*X+1;4 MLPI:+3Y6!-_X($#D36#"4Y&G)(0A).&E("C@"`A"04#752FMRFJU'K5G5\]J MU=IUV[/KMG7WM'?B+WNZ$VC/Z=G6,W-^?\S5G:)G0M8PF/3Y`QS))XCU]=JP^*3Y)PR9I]3_>=<)E)O".?_@%"9A$?#`/ M#//$,!6&S<*P.2Z8GPOF/P5;BF%A/E@:AKTE\HBY8B3V6VP+UHA])XF47'!9 MX3(L726ME#YS37.]C\_%3Q$AQ"BYA"PA7[@M,O M6@=W)-<^E^Y&ZY1-%EC]&'RIAQ'',F+34S3T^KM6#17EMR.OA!9#"\%/4@I^ MTEN@4KIC,2*FV-/)YX?.]`P/)9^)58@]5IA$'2\H*L_5174$J9$1+D1ZQ*!QF_0Z\P?OO MGSX84:>UX0%AZS.7JPXA;P[6PKLP"8Y`T+,+&]\LKBPR%:M[RG'9&,>SO<*W MW7*A#^8K,N">\$(YU-!3T:2"H"HT(WIN#+J+CN@3N;[FVG9KLWJAT*2\4=I@ M2J84_;FY&Q#N"*8/;$@S)AO<%!DLG"7AG@T4D`[+*'@/$?]"FVATCA#YZ8&Q M'CC1P_)R8=%)6-"A>"$\AFU*UHHC^1KD&HO<55&EC6UU]=W65O45T.*`=^>$ M%5<65^2K.PU_AE,Z2\S2`AV:7^U['?1X9VWML6$5;.:6AZH[#.<@$G?T$XI' M+'FCK,&40A64)9O*:.3IV'I@8U9%G,B[,$+*QO('H/\4?/J^I!4"A>4BD]O@ ML1(-9A(?&8Z;$JF$G>@=XV$ZZU!,X3Y5,O*JAQ60`!Y0`F^#M&?9/'67<00R M\52BQ%":JTO*/HU<5*@1O8T*Q(7P+DSWAY#[7[?R'ZH[CUZ$\)8[M76C%E\9 MD*(XKIZ'D[Q$;[\IM<_EE=JJ1$L_=;+E:DT'#1)A9O.-DY9!FR^/1ECR9FE= M90I56!+#T;M1*([*B`\A^MB?NNJOF,6`NR+"W6W+,_11?WU5SBKX,X3B4$>M10=&^0G9%A1AQEY2A#HX7?N`E*<(Z*33S MRAWFG)I>JKEAN(:G@1""FS_NL`Q8?]&*D\J#D3FE,>.%2-EV43<]@L#+LP5! MD2$\$T>I%TC;2F64:JM\;*UA?Y&P'`SH7']R%W1X!/'%(7FW86N;$0SY/::HUUE&H_/BA1H67*@8MBPCA0=&$^;UVSUY)!\P1W&&.5/B] M7:W\3]7L'.3F[Z#1FHB]O=]\^4SPAPUJQUN.".6;]Y`7+`.SZ.A6V`9AR//B) MD(I:RMK=U=1(@^$`[(1VB*?^#V?PI?F`I]+U1HZS&"K*.>Y@(0I$WCZ->KS] M:J^U]6_#NX%4`7/OB^OG)_:SN'\ZQCE)A84_"BA;)=*9&,)]"I?JWZ>W%:=)Y)QQ-95VTE_!%OQ+N)[]`2'O3P1;*/U^I/[E%AI+EK-B6NPBY`QXJ!E?<9<^4!7G[A7IH*'XI$Y7WF::*^W M'N$[KR7^104!#Q^"S]U]5_>>5P=\L?[H`ZJAZI\O@3B*7*)L=(<15UP:A#UX MFKCL,HMTG#%M\^E(%:)6+YRG1D%@VH*\J=S"F:(+F6.PLIQ.-^-.00C?]4F$ M)QU2.RVJV'&1T*(5_&'\Y)9HM/T@6$GE5FXNSR+WHRT M^,ST>$2CV:K`E`\N]-G:VOZJ_@Q&FV^>LHXX5\#-'U?TGMGH3A"%W,%U^_>@ M'8)9H!ZD/X&\P?^Q7>UA3=Y76*2Y3&VJ?&:UWV>_;[I9JU;=([7%3A14U"F" M5!`L(K#(/5R2D'`)@9!P30@WPUTNP1!"`)'(31$05X<6;URL(JUVV*X^774^ MZ_J\WO/.>]Y#S!5Q4.5;PE*BA4OUIN=;KS`4*$. M*'\I]V)^O4Y,2L)WITMH=!B-8"D(8E?GC)H,8_^6K+'"3@Z;(+);09F62\(6U3P7H2O8NNX2].PK.:4Z^K]^0+5I-3>BY\+.XNL^I@(M'%>FT"FC(J^ MPN+U'NP']YG@P4/>)T4A,72A@4.PC^$NAWBR2^6C]=3R(1_]6?C!`21!G+PD MO:UH#+[[X8(^*)T6H,3,<5;0X90'RV$=+'&&25@E]!-%QIV@$D)/STZ.0>2< ML28_DU$IE(ED3%N:I=ML&>B/ZM^.V_)7:#O:B)P?AMW\<7AJ?(`69$YY3<`_ M>N&W%JN#L:5$#[L3WA1J\D3>"BJ[T%A:>Q%V5'0QQ"5P9M=QB)YH;8@:+<_F M)S7Q3`VYL@SI5KD;4Z-*:PBC$!_'#D";0YO='OYQ<.:2]25[R3GB`LR>SV5] M^<25.?L9FNA!SXJ%$[.0,7>N*"0W81_J>$]4.%KZWZ>58A.W\UMGF(#5PDAI M5$``E7*\^$&#H:JDGH&`MO&_72&G]M5'HP\1@0ZAE>BU1^$W8<'(W+"-W@N? M"JUZJ28P:2-Z,YJ9KAN&U=UNS!YS12[[$0>MC*%W<37AG&ENRD?A M*$""%O'1RGC5T6!*G5=6QI36U3:179'5F"M`%<;^/W>8',)G-,#'WC@Y`$_([Y7$_-J5LIZ"I$SE_A.W2"+J@G&DK1S MS8X`JV@XE?&.CDT[08;U*VOSZ$(>\72!=\;^M%WDSA^29F''],S$@STM[B;Z M:"TGHC*SII:LK&FNIFMKM`T4C@M.@&W_:XV%QOP:YA87_QG-S=N%GM$]W&4>T.W+X2;P.0YL^FLS*5^:KL.C,CW/@=:[Y\5E8 MU'.=W]**HMS)6%-BWY<#4^,]^*(1:B;@F:4U!18`Z8)G M@"(&0(Q'(#XEYIB,RM645K1?@R@[_)(AV'W*C1I1`<:S%K7IXI+=47$H*:L, MNWJW]^K,,$VL0`O9+'S02!K"+]K;VKK.B6T1)Q3A,@<*$MG8V9]@D-]3R,)( MEXAY&[M!.%A2GT9@2<#^09(5%4=E9Y*6.L+6LFST<8U3*I(BZQ MZ9.OOO[\.KCWTWA^N.P!#C'OE:$L1`(UGU@.'/#^O^#:R7`%N]T,`0ZND]EB M(AD/^F&AW8*7'Q*8SKPS0]WIG>T_P\@K.8JLY#`)%:.:@BUBYK,K]VXUEW0Y M=H%(RFO1F77)9#1Z8W-$/%88$+#!>!J]L]RR#N7^IP29^1F.$OS:40(!]R6[ M[(P#UX"7\YW_(5:G,E0WUETM,S'$V'FLHV65W,DZ7''4JE<=7$50\CM7T/83;)?=M9_ MV^$//PJB=0:.L;FFTT[>\M'G;3FP=HL?76`8`Q\.D;!7*2U&_:G-'PKPI M1\(-\'HL+"&D6!3QVA2*),E1*90ZWVAD"*EU#J)OD/<##;+W`]Q6[?XI5&S: M]G+G<'">@E;3*IC'G[(MB%0/]0X/@1=L("IL`K1%KP! M/="F#3-'O\27V5+PP.U!HL6-$8P`A5M@VUF6,^E(_ZYC`>'?)\+=>Y!NO4I2 MWFX>@EW-@W1W??>`G3+5I\8YO._P+6&7KEXG)>6'4+HW*J`/*>7Z&"H)#!9> M=+RAW61]>JJ#4=JJ<\T4-BHD-MV;L>7]-JC3-\P_:7L@75#<^5<.<7^/ZF2^ M6S;_51)3,-\6W^=2!,L@N(GX@N6AO4(55Q&O;V.([YN`8#V[82V^6K"14SD6 M<'M>3M=!"@OZ:B1"RV+U:.&_2B[SIZ:N*(Z7<=Y+4$I;;C,E[]7W6JWMU+H@ MT[%U;XX0[=3`.[-M_"LWK^$5H!'G# M`F7/>U-NQRLWX\P89;U_M'P3^E&,CIP+GGT/J4O[LR#$P]G"-MSH:22K#,=L-8KC,%M M=%9Z66IVI.AL#MM;VE6\BZJNJ2@QIW$@K6=43BU>3H3)]H,!9]/A;OTI^LJ] M_D?LWWCV_1^H@]SPNTLCC,(^0DQEOKBG? M42^6?RO*QZF?X_E%U#XN9_3F\,U+_8S61^@,.]97"R_4Z8E^!VE]D,A.DC&6 M,T;A4;A5WZ=/:A6X2H99*!NY!92EDCWFDAPU;3$YVGLG(1CXA<4SR?(W-"OS MEHM1MMJ0O:"8-I@.^CN<;L\`.P4C>^QO:E*M4E2I$D5M0?NN#1_AK'1*P^7> M&!^\].\XX[`3I@KCS@)JXUFN]>Z%!U%_S.8N'?^A$*%)OP-Q1Y#=$.+;8O/P M<+ENMFVY?9Y=9L6O)X=((<%70RHDP+N/J9/R[BI&;:_0*&2G3#NI*FW!7"QF MK)!M^4E[6XSXG/IB2^Y><6*32P<7=,#$[G\`#S7-T8D`NGMGC9D!!;Y$KYGS,[KYI[M5'Q&@C7J$F5*+&%F^C MF_9WM@9W5[RAEY0Z]0DWM/I1_;CAR>&*8\03<'2ZO M&,\,]):>H:]=O#L0$C*A"A?>7@$BWA;N$M;2B2MH*QKR\8LEQULXO"#*NLKZ M<>9V:N.Z3U4&G:=Y'X.V-ILKW0:ZV%!:JPHJ^J?O/X15?PEJ`PGL@'BJK^*( M0JDNKV;6G6_+H\J*5N8O96RD<;1^4@GOU)R1HII2TR;S!HN0I[@P"DMC3+?H MP="3A-<_YC4@0M/MPI#&R,7/%A-86F'8*:-KN68GZ_-S(:I'[:]L*-NWK>"D M\GSH>]?586;HDTS/%2Y)A/IF.@X2I9+^FAJIV%UZ^.OCUPY%8\AOWRC(U MM-7H;/5T_-S4QJ+)Z_`5@:;M.AQGKJ8%O&'NP-&):;J;,UI8HW:O\(_JK.H_ M$@GTCV1&,W#6%W@VCB]FUI")M1U/EK3A!B^8FDGH./1,ZQ#M\?&;6R#/)\:5 MC;S:!2]S\4QG6NUK_R7$PXNS&A,2^0.O/GE/\C\Q(U2!"F5N9'-T2`-/CX@#65N9&]B M:@TQ(#`@;V)J#3P\(`TO5'EP92`O4&%G92`-+U!A"!; M(#`@,"`V,3(@-SDR(%T@#2]#'1'4W1A=&4@/#P@+T=3 M,2`R-#,@,"!2(#X^(`TO0V]L;W)3<&%C92`\/"`O0W,Y(#(R,B`P(%(@/CX@ M#3X^(`UE;F1O8FH-,R`P(&]B:@T\/"`O3&5N9W1H(#$R-SDQ(#X^(`US=')E M86T-"C`@1PHP($H@,"!J(#`N-2!W(#$P($T@6UTP(&0*+T=3,2!G&EM=6TI+365A2!E*3,P*'8I,C`H M96YT(&4I,C`H>&-E960@)#(L,#`P+#`P,"PP,#`@;W(L(&EF(&%N*3$Y+C@H M>2!S96-U2!U;FET&EM=6T@;V8I,CDN.2AF97)I;F<@<')I8V4@<&5R('5N:70@=VEL M;"!B92!D971E65A2!$96)T*5U42@HM-3(N,S8U."`M,2XQ,C4@5$0* M,"XQ(%1W"BA396-U2!S96-U65A2!U;F1E2!F65A2!B92!O9BDR.2XX*&9E65A65A M65A2!B92!S;VQD(&9R;VT@=&EM92!T;R!T:6UE+BE=5$H*+3(N,38U("TQ M+C(U(%1$"C`N,#`R(%1W"ELH7"@Q-5PI*2TU,#`H5&AE65A M2!';V]D>65A2!O=&@I751*"C4R+C@R(#`@5$0*6RAE2!C;VUB M:6YA=&EO;BP@:6YC;'5D:6YG($1E8G0@4V5C=7)I=&EE2!S:&%R97,@ M;V8@0V]M;6]N(%-T;V-K('1H870@;6%Y(&)E(&ES2!U M;F1E65A65A&-H86YG92XI751*"BTR+C$V-2`M,2XR-2!41`HP+C`R-"!4=PI;*%PH,3A< M*2DM-3`P*$%L&-H86XI751*"C4Q+C`X,R`P(%1$"BAG96%B;&4@ M2!B92!N96-E;&4@82!F M=7)T:&5R(&%M96YD;65N="!W:&EC:"!S<&5C:=YC86QL>2!S=&%T97,@=&AA M="!T:&ES('(I,C`H96=I"!;(#`@,"`V,3(@-SDR(%T@ M#2]#'1'4W1A=&4@/#P@+T=3,2`R-#,@,"!2("]'4S(@."`P(%(@/CX@#2]# M;VQO2DQ,"AE87(@0V%P:71A;"!4*3@P+C,H2E=5$H*150*,C8S(#0Q M.2XS-B`X-"`M,"XU(')E"F8*0E0*+T8W(#$@5&8*,3`@,"`P(#$P(#DW(#0P M,RXV-C`Q(%1M"C`N,#(U-2!4=PI;*%2!O M9F8I,CDN.2AE2DP*"!O;F4@;V8@=&AE($=O;V1Y*3$Y+C@H96%R($-A<&ET86P@5"DQ,3DN M-RAR*2TR,"AU2!C;VUB:6YA=&EO;BXI751*"D54"C(V,R`R-30N M-S8@.#0@+3`N-2!R90IF"D)4"C$P(#`@,"`Q,"`Y-R`R,S4N.38P,2!4;0HP M+C`U,34@5'<*6RA4:&ES('!R;W-P96-T=7,@<')O*3$Y+C4H=FED97,@>2DQ M.2XY*&]U('=I=&@@82!G96YE2!O9F8I,CDN.2AE2!I2!N;W0@&,I,3`N-RAH86YG*2TY+CDH92!#;VUM:7-S:6]N(&ES(&5F M9BDQ,"XR*&5C=&EV92X@5&AI7!E(#`@+T1O;6%I M;B!;(#`@,2!=("]286YG92!;("TQ(#$@72`O0FETF4@6R`R-38@72`O3&5N9W1H(#4R-R`O1FEL=&5R("]&;&%T941E8V]D M92`^/B`-("(B(B0F)B8H*BHJ+"XN+C`R,C(T-C8V.#HZ.CP^/CY`0D)"1 M$9&1DA*2DI,3DY.4%)24E165E986EI:7%Y>7F!B8F)D9F9F:&IJ:FQN;FYP< MG)R='9V=GAZ>GI\?GY^@(*"@H2&AH:(BHJ*C(Z.CI"2DI*4EI:6F)J:FIR>G MIZ@HJ*BI*:FIJBJJJJLKJZNL+*RLK2VMK:XNKJZO+Z^OL#"PL+$QL;&R,K*R MLS.SL[0TM+2U-;6UMC:VMKX.+BXN3FYN;HZNKJ[.[N[O#R\O+T]O;V^ M/KZ^OS^_O\!`P,#!0<'!PD+"PL-#P\/$1,3$Q47%Q<9&QL;'1\?'R$C(R,E) MRWM[?7]_? MX&#@X.%AX>'B8N+BXV/CX^1DY.3E9>7EYF;FYN=GY^?H:.CHZ6GIZ>IJZNKK M:^OK[&SL[.UM[>WN;N[N[V_O[_!P\/#QOKZ^WO[^_Q\_/S]??W]_G[^_O]___\"#`#GK#\0 M"F5N9'-T'0@72`-+T9O;G0@/#P@+T8R(#(R."`P(%(@+T8V M(#(R,2`P(%(@+T8Q,B`Q-#$@,"!2(#X^(`TO17AT1U-T871E(#P\("]'4S$@ M,C0S(#`@4B`^/B`-+T-O;&]R4W!A8V4@/#P@+T-S.2`R,C(@,"!2(#X^(`T^ M/B`-96YD;V)J#3$Q(#`@;V)J#3P\("],96YG=&@@,S4Q.2`^/B`-2!O;B!T:&4@:6YF*3(Y+C8H;W)M871I;VX@8V]N=&%I M;F5D(&]R(&EN8V]R*3DN,RAP;W)A=&5D(&)Y('(I,3DN-RAE9F5R*3$Y+CDH M96YC92!I;B!T:&ES('!R*3$Y+C6EN9R!P6EN9R!P65A"DQ.2XU*&5D($-H87(I,3DN M."AG97,I751*"B]&,3(@,2!49@HQ-"XY-C0@,"!41`HP(%1W"B@!`0$!`0$! M*51J"B]&,B`Q(%1F"C4N.#$X(#`@5$0**#4I5&H*,RXR,3@@+3$N,2!41`HP M+C$@5'<*6RA0;&%N(&]F($1I'1'4W1A=&4@/#P@+T=3,2`R-#,@,"!2(#X^(`TO0V]L;W)3<&%C92`\ M/"`O0W,Y(#(R,B`P(%(@/CX@#3X^(`UE;F1O8FH-,30@,"!O8FH-/#P@+TQE M;F=T:"`U-C`V(#X^(`US=')E86T-"C`@1PHP($H@,"!J(#`N-2!W(#$P($T@ M6UTP(&0*+T=3,2!G2!<*-0I-SDN.2C41V]O9'EE87+5*3;&5D('=I=&@@=&AE(%-E8W5R:71I97,@86YD($5X8VAA;F=E($-O;6UI M2E=5$H*5"H*,"XP-#@U(%1W M"ELH8V]M8FEN871I;VX@;V8@6]U('=I=&@@82!G96YE2!O9BDR."XV*&9E8R!I;F9O2!A8V-O;7!A;BDQ M.2XX*'EI;F<@<')O M;F0@;6]R92!D971A:6P@86)O=70@8V5R=&%I;B!D;V-U;65N=',L('EO=2!S M:&]U;&0@2!R96%D(&%N9"!C;W`I.2XV*'D@86XI,3DN.2AY(&1O8W5M M96YT('=E(-YL92!W:71H('1H92!314,@870@=&AE(%-%0]5S(%!U8FQI8R!2 M969E8R!%>&-H86YG92P@26YC+BP@,3$U(%-A;G-O M;64L(%-A;B!&2!R969E2!R969E6]U('1O('1H;W-E(&1O M8W5M96YT;&4@;&%T M97(I5&H*5"H*,"XQ(%1W"ELH=VET:"!T:&4@4T5#('=I;&P@875T;VUA=&EC M86QL>2!U<&1A=&4@86YD('-U<&5R8V5D92!P65A;&5D(&9O2!O=7(@1BDQ.2XT*&]R;2`X+4$O02!D871E9"!-87D@,BP@,C`P,BP@ M2!F=71U8V4@ M;V8@=&AE(%-E8W(I,3DN-BAE=&%R>2E=5$H*,"`M,2XR(%1$"ELH5&AE($=O M;V1Y*3DN."AE87(@5"DQ.2XY*&DI,"AR*3(P*&4I,"@@)B!2=6(I.2XX*&)E M"!;(#`@,"`V,3(@-SDR(%T@#2]#'0@72`-+T9O;G0@/#P@+T8R M(#(R."`P(%(@+T8V(#(R,2`P(%(@+T8Q,B`Q-#$@,"!2(#X^(`TO17AT1U-T M871E(#P\("]'4S$@,C0S(#`@4B`^/B`-+T-O;&]R4W!A8V4@/#P@+T-S.2`R M,C(@,"!2(#X^(`T^/B`-96YD;V)J#3$W(#`@;V)J#3P\("],96YG=&@@-34Y M,B`^/B`-65A6YT:&5T:6,@8V5S(&%T(#$Q-#0@16%S="!-87)K*3DN-2AE="!3=')E970L($%K65A65A2!I2!U2!OF%T:6]N(&]F('-U8V@@=')U2!R96UO*3$Y+C65A2!T2!A;&P@;V8@=&AE(&9E97,@86YD(&4I,3DN-"AX<&5N2!A9W)E92!T;R!M86LI.2XV*&4@8V5R=&%I;B!P87EM96YT2!O;FQY('=H96X@=&AE(')E;&4I,CDN M,2AV*3,P*&%N="!T8V4@;V8@96%C:"!';V]D>65A'1'4W1A=&4@/#P@+T=3,2`R-#,@,"!2(#X^ M(`TO0V]L;W)3<&%C92`\/"`O0W,Y(#(R,B`P(%(@/CX@#3X^(`UE;F1O8FH- M,C`@,"!O8FH-/#P@+TQE;F=T:"`U.#2!S M96-U2!O=71S=&%N9&EN9R!D96)T+"!W92!W:6QL M('!R;RDQ."AV:61E(&EN9F]R;6%T:6]N*5U42@I4*@HP+C`X-"!4=PI;*&%B M;W5T('1H92!D96)T('1O(&)E(')E<&%I9"X@16%C:"!O9B!T:&4@=')U2!U>"DQ.2AE9"!C:&%R*3$Y+CDH9V5S(&9O8VEE;F,I,3DN."AY('65A8VEE;F,I,3DN."AY(' M>"DQ.2XW*&5D(&-H87(I,3DN.2AG97,@:6YC;'5D92!I;G1E'!E;G-E+"E=5$H*5"H*,"XP.#`U(%1W"ELH86UOF%T:6]N(&]F M(&%N*3$Y+C8H>2!D96)T(&1IF5D(&EN=&5R97-T(&%N9"!O=7(@2!I;BDS.2XW M*'8I,C`H97-T965S+BE=5$H*+T8V(#$@5&8*,3,N-S$X("TS+C`T(%1$"BA$ M15-#4DE05$E/3B!/1B!$14)4(%-%0U52251)15,I5&H*+3$Q+C2!A('!R*3$Y+C@H;W-P M96-T=7,@2!A;&5D(&%S(&4I,3@H>&AI8FETF5D('1E;FET:6]N&-E<'0@9F]R('1H92!P"!;(#`@,"`V M,3(@-SDR(%T@#2]#'0@72`-+T9O;G0@/#P@+T8R(#(R."`P(%(@+T8S(#(S-"`P(%(@+T8V(#(R M,2`P(%(@+T8Q,B`Q-#$@,"!2(#X^(`TO17AT1U-T871E(#P\("]'4S$@,C0S M(#`@4B`^/B`-+T-O;&]R4W!A8V4@/#P@+T-S.2`R,C(@,"!2(#X^(`T^/B`- M96YD;V)J#3(S(#`@;V)J#3P\("],96YG=&@@-34P."`^/B`-2!P87)T:6-U M;&%R('-E'1E;G0@87!P;&EC86)L95PI('1H92!F;VQL;RDR.2XT*'=I;F<@ M=&5R;7,@=VET:"!R97-P96-T('1O('1H92!O9BDR.2XS*&9E6%B;&4[*51J"B]&,3(@,2!49@HM M,2`M,2XX."!41`HP(%1W"B@"*51J"B]&,B`Q(%1F"C$@,"!41`HP+C`W."!4 M=PI;*'1H92!R871E(&]R(')A=&5S(%PH=VAI8V@@;6%Y(&)E(-YX*3$Y+C,H M960@;W(@=BDR.2XY*&%R:6%B;&5<*2!A;F0O;W(@86XI,3DN-BAY(&UE=&AO M9"!F;W(@9&5T97)M:6YI;F<@=&AE(')A=&4@;W(@3LI751* M"B]&,3(@,2!49@HM,2`M,2XX."!41`HP(%1W"B@"*51J"B]&,B`Q(%1F"C$@ M,"!41`HP+C`Q-B!4=PI;*'1H92!D871E(&]R(&1A=&5S(&9R;VT@=VAI8V@@ M86XI,3DN-"AY(&EN=&5R97-T('=I;&P@86-C6UE;G0@;V8@:6YT M97)E2P@=VEL;"!C;VUM96YC92P@=&AE(&EN=&5R M97-T('!A>6UE;G0@9&%T97,L(&%N9"!T:&4@6%B;&4[*51J"B]&,3(@,2!49@HM,2`M,2XX."!41`HP(%1W"B@"*51J"B]& M,B`Q(%1F"C$@,"!41`HP+C$@5'<**'1H92!P;&%C92!O2!M86YD M871O2!O6%B;&4[*51J"B]&,3(@,2!49@HM,2`M,2XX."!4 M1`HP(%1W"B@"*51J"B]&,B`Q(%1F"C$@,"!41`HP+C`U-"!4=PI;*&%N*3(P M*'D@:6YD92DQ.2XY*'@@=7-E9"!T;R!D971E2!T M:&5R96]F.RE4:@HO1C$R(#$@5&8*+3$@+3$N.#@@5$0*,"!4=PHH`BE4:@HO M1C(@,2!49@HQ(#`@5$0*,"XQ(%1W"ELH86XI,C`H>2!R:6=H="!W92!H82DQ M.2XX*'8I,C`H92DP*"!T;R!D969E87-E('1H92!S97)I97,@;V8@9&5B="!S M96-U;FET:2DR."XS*'8I M,C`H92DP*"!G;&]B86P@9F]R;3LI751*"B]&,3(@,2!49@HM,2`M,2XX."!4 M1`HP(%1W"B@"*51J"B]&,B`Q(%1F"C$@,"!41`HP+C`P-R!4=PI;*&%N*3(P M*'D@861D:71I;VX@=&\@;W(@8VAA;F=E(&EN('1H92!C;RDQ.2XT*'8I,C`H M96YA;G1S(&]R(&4I,CDN."AV*3(P*&5N=',@;V8@9&5F*3DN."AA=6QT('-E M="!F;W)T:"!B96QO*3(Y+C8H=R!W:&EC:"!W:6QL(&%P<&QY('1O('1H92!D M96)T*5U42@HP("TQ+C(@5$0*,"!4=PHH&-H86YG96%B;&4@ M86YD+"!I9B!S;RP@=&AE('-E8W5R:71I97,@;W(@&-E<'0@87,@;6%Y(&]T:&5R=VES92!B92E4:@HM.2XV,C<@+3$N,B!41`HP M+C`P-2!4=PHH960@:6X@=&AE('!R;W-P96-T=7,@6UE;G0@=&\@=&AE('!R:6]R M('!A>6UE;G0@:6X@9G5L;"!O9B!A;&P@;V8@;W5R*51J"C(R+C4U("TR+C0@ M5$0*,"!4=PHH-BE4:@I%5`IE;F1S=')E86T-96YD;V)J#3(T(#`@;V)J#3P\ M(`TO5'EP92`O4&%G92`-+U!A'1'4W1A=&4@/#P@+T=3,2`R-#,@,"!2 M(#X^(`TO0V]L;W)3<&%C92`\/"`O0W,Y(#(R,B`P(%(@/CX@#3X^(`UE;F1O M8FH-,C8@,"!O8FH-/#P@+TQE;F=T:"`U,S$V(#X^(`US=')E86T-"C`@1PHP M($H@,"!J(#`N-2!W(#$P($T@6UTP(&0*+T=3,2!G2P@<')O*3$X+C6%B;&4@=7!O;B!A;BDQ.2XW*'D@86-C96QE2X@7"A396-T:6]N(#$N,#%<*2E=5$H*,B`M,2XX-R!41`HP+C`Q M-"!4=PI;*%1H92!A<'!L:6-A8FQE('!R;W-P96-T=7,@2!S<&5C:6%L('1A>"P@86-C;W5N=&EN M9R!O6%B;&4@:6X@8W5R6UE;G0@;W(@;W1H97(@<')O M*3$Y+C4H=FES:6]N2!P87)T:6-U;&%R('-E5PI(&%N9"!I;G1E&-E<'0@=&AA="!W92!H82DQ.2XW*'8I,C`H92DP*"!T:&4@;W!T:6]N M('1O('!A>2!I;G1E2!M86EL:6YG(&$I751*"E0J"C`N,2!4=PI; M*&-H96-K('1O('1H92!A9&1R97-S(&]F('1H92!P97)S;VX@96YT:71L960@ M=&AE2!T&-H86YG92!O9B!T:&4@9&5B="!S96-U6UE;G0@;V8@82!S=6T@6%B;&4@:6X@8V]N;F5C M=&EO;B!W:71H(&$I751*"E0J"C`N,2!4=PI;*'1R86YS9F5R(&]R(&4I,3DN M."AX8VAA;F=E+B!<*%-E8W1I;VYS(#,N,#$L(#,N,#(L(#,N,#4L(#,N,#<@ M86YD(#$P+C`R7"DI751*"BTS("TQ+C@W(%1$"C`N,#0Q-2!4=PI;*$%T('1H M92!D871E(&AE2PI5&H*+T8Q,B`Q(%1F"BTQ("TQ M+C@V(%1$"C`@5'<**`(I5&H*+T8R(#$@5&8*,2`P(%1$"C`N,#`U(%1W"ELH M8V]N2!L M96%S92!O9B!P2!M861E(&%S(&$I751*"C`@+3$N,B!41`HP+C$@ M5'<*6RAP87)T(&]F(&%N*3$Y+C@H>2!S86QE(&%N9"!L96%S92UB86-K('1R M86YS86-T:6]N+"!O7!E("]086=E(`TO M4&%R96YT(#$W-R`P(%(@#2]297-O=7)C97,@,C@@,"!2(`TO0V]N=&5N=',@ M,CD@,"!2(`TO365D:6%";W@@6R`P(#`@-C$R(#"!; M(#`@,"`V,3(@-SDR(%T@#2]2;W1A=&4@,"`-/CX@#65N9&]B:@TR."`P(&]B M:@T\/"`-+U!R;V-3970@6R`O4$1&("]497AT(%T@#2]&;VYT(#P\("]&,B`R M,C@@,"!2("]&,3(@,30Q(#`@4B`^/B`-+T5X=$=3=&%T92`\/"`O1U,Q(#(T M,R`P(%(@/CX@#2]#;VQO2!B86YK M8V%T:6]N2!S=6-H(&EN9&5B=&5D;F5S2!P6UE;G0@=&\I751*"C`@+3$N,B!41`HP+C`V,34@ M5'<**'-E;FEO2!B92!M;V1IWF5D(&)Y(&$@6UE;G0@;VX@86-C M;W5N="!O9B!T:&4@<')I;F-I<&%L(&]R(&EN=&5R97-T(&]N('1H92!I;F1E M8G1E9&YEF%T:6]N M(&]R('-I;6EL87(I751*"C`@+3$N,B!41`HP+C$@5'<*6RAP2!L:7%U:61A=&4@9&ES2!S96YI M;W(@:6YD96)T961N97-S+"!O2E=5$H*5"H*,"XQ M-3@U(%1W"BAS96YI;W(@:6YD96)T961N97-S('=H:6-H('!E&ES=#LI751*"B]&,3(@,2!49@HM,2`M,2XX(%1$"B@"*51J"B]&,B`Q(%1F M"C$@,"!41`HP+C`W.#4@5'<*6RAT:&4@<')I;F-I<&%L(&]F+"!A;F0@<')E M;6EU;2!I9B!A;BDQ.2XS*'DL(&%N9"!A8V-R=65D(&EN=&5R97-T(%PH86YD M(&%N*3$Y+C0H>2!A9&1I=&EO;F%L(&%M;W5N="!I;B!R97-P96-T('1H97)E M;V8I751*"C`@+3$N,B!41`HP+C$R-#4@5'<*6RAD=64@86YD('!A>6%B;&5< M*2!O;BP@86XI,3DN-2AY('-E6%B M;&4I751*"E0J"C`N,#`V-2!4=PI;*'5P;VX@86X@92DR.2XX*'8I,C`H96YT M(&]F(&1E9BDY+C@H875L="!P=7)S=6%N="!T;R!T:&4@2!D:68I,CDN.2AF97)E;G0@;W(@861D:71I;VYA;"!E*3(Y M+C8H=BDR,"AE;G1S(&1E6UE;G0@;W(@9&ES M=')I8BDQ.2XV*'5T:6]N('1H870@:7,@<')O:&EB:71E9"!U;F1E7!E("]086=E(`TO4&%R96YT(#$W.2`P(%(@#2]297-O=7)C97,@,S$@ M,"!2(`TO0V]N=&5N=',@,S(@,"!2(`TO365D:6%";W@@6R`P(#`@-C$R(#"!;(#`@,"`V,3(@-SDR(%T@#2]2;W1A=&4@,"`-/CX@ M#65N9&]B:@TS,2`P(&]B:@T\/"`-+U!R;V-3970@6R`O4$1&("]497AT(%T@ M#2]&;VYT(#P\("]&,B`R,C@@,"!2("]&-"`R,C4@,"!2("]&-B`R,C$@,"!2 M("]&,3(@,30Q(#`@4B`^/B`-+T5X=$=3=&%T92`\/"`O1U,Q(#(T,R`P(%(@ M/CX@#2]#;VQO=4I-SDN-2C5(&%N9"#4*32!I;B!M86YU9BDY+C4H M86-T=7)I;F<@=&ER97,@;W(@;W1H97(I751*"C`@+3$N,B!41`HP+C`U-B!4 M=PI;*&%U=&]M;W1I*3(Y+C@H=BDR,"AE*3`H('!R;V1U8W1S+"!W:&EC:"!< M*&E<*2!H87,@2!A;&P@;V8@:71S(&%S2!A;&PI751*"E0J M"C`N,C0P-2!4=PI;*&]F(&ET&-E2!E;F2!R97-T2!B92!E*3$X+C8H>'1E;F1E9"!S;RE=5$H*5"H*,"XP M,S(@5'<*6RAA2!A(&QI96X@;VXI751*"E0J"C`N,2!4=PHH M2P@;W1H97(@=&AA;B!I;F1E8G1E9&YE2!A(&QI96X@=VAI8V@@:7,@;W5T2!L:65N(&]N M(')E&ES=',@=VAE;B!I="!B96-O;65S(&$@2!L:65N(&]N(')E2!O9B!A M(&-O2!T:&%T(&4I,3@N."AX:7-T M3LI5&H*+T8Q,B`Q(%1F"BTQ("TQ+CDR(%1$"C`@5'<* M*`(I5&H*+T8R(#$@5&8*,2`P(%1$"C`N,#,V-2!4=PI;*&%N*3(P*'D@;&EE M;B!O;B!P2!O9B!A(&-O2!T:&%T(&4I,3@N."AX:7-T2!R97-T3LI5&H*+T8Q,B`Q(%1F"BTQ("TQ+CDR(%1$ M"B@"*51J"B]&,B`Q(%1F"C$@,"!41`HP+C$P-C4@5'<*6RAA;BDR,"AY(&QI M96X@;VX@2!I;B!F*3DN,RAA*3(P*'8I,C`H M;W(@;V8@86XI,3DN.2AY(&-O=6YT2!P;VQI=&EC86P@ M2E=5$H*,"`M,2XR(%1$"C`N,#`U(%1W"ELH9&5P87)T;65N="P@ M86=E;F,I,3DN-BAY(&]R(&EN2!O9B!A;BDQ.2XU*'D@ M8V]U;G1R>2!O2!C;W5N=')Y+"!T;R!S96-U'1'4W1A=&4@/#P@+T=3,2`R-#,@,"!2(#X^ M(`TO0V]L;W)3<&%C92`\/"`O0W,Y(#(R,B`P(%(@/CX@#3X^(`UE;F1O8FH- M,S4@,"!O8FH-/#P@+TQE;F=T:"`U.#(P(#X^(`US=')E86T-"C`@1PHP($H@ M,"!J(#`N-2!W(#$P($T@6UTP(&0*+T=3,2!G2!I;F1E8G1E9&YE2!L:65N(')E M9F5R&-E960@,34E(&]F(&]U M2!T;R!I;F-U2!R M97-T2!O M=&AE2!A(&QI96X@;VX@=&AE(')E2!I;F1E8G1E9&YE2!T:&%T*5U4 M2@I4*@HP+C$@5'<*6RAM871U2!R97-T65A7,@869T97(@=&AE(&QA=&5R(&]F('1H92!A8W%U:7-I=&EO;BP@=&AE(&-O M;7!L971I;VX@;V8@8V]N2E=5$H*5"H*,"XP-C8@5'<*6RAS M=6)S=&%N=&EA;&QY(&5Q=6%L('1O('1H92!A*3$Y+C0H=BDR,"AE7!E("]0 M86=E(`TO4&%R96YT(#$W.2`P(%(@#2]297-O=7)C97,@,S<@,"!2(`TO0V]N M=&5N=',@,S@@,"!2(`TO365D:6%";W@@6R`P(#`@-C$R(#"!;(#`@,"`V,3(@-SDR(%T@#2]2;W1A=&4@,"`-/CX@#65N9&]B:@TS M-R`P(&]B:@T\/"`-+U!R;V-3970@6R`O4$1&("]497AT(%T@#2]&;VYT(#P\ M("]&,B`R,C@@,"!2("]&-"`R,C4@,"!2("]&-B`R,C$@,"!2("]&,3(@,30Q M(#`@4B`^/B`-+T5X=$=3=&%T92`\/"`O1U,Q(#(T,R`P(%(@/CX@#2]#;VQO M2!,978I,3DN-BAE65A2!R:6=H="!O9B!R961E;7!T:6]N('1O(&AO;&1E2E=5$H*5"H*,"XQ(%1W"BAC:&%N9V4@:6X@8V]N=')O;"!O9B!';V]D M>65A2!O;F4@;V8@=&AE(&9O;&QO*3(Y+C6UE;G0@;V8@86XI,3DN,RAY(&EN M=&5R97-T(&]N(&%N*3$Y+C2!D96)T('-E8W5R:71Y(&]F('1H870@7,@869T97(@87!PF%T:6]N(&]F M($=O;V1Y96%R.R!O2!C;VYS=&ET=71E6%B;&4@:6UM961I871E M;'DN(%-U8FIE8W0@=&\@8V5R=&%I;BE4:@I4*@HP+C`S,B!4=PI;*&-O;F1I M=&EO;G,L('1H92!D96-L87)A=&EO;B!M87D@8F4@86YN=6QL960@86YD('!A M6UE M;G0@9&5F*3DN-"AA=6QT2!I;B!P&-E<'0@:6X@ M=&AE(&-A2!W:71H:&]L9"!T:&ES(&YO=&EC92!I M9B!I="!D971E'1'4W1A=&4@/#P@+T=3,2`R-#,@,"!2(#X^(`TO M0V]L;W)3<&%C92`\/"`O0W,Y(#(R,B`P(%(@/CX@#3X^(`UE;F1O8FH--#$@ M,"!O8FH-/#P@+TQE;F=T:"`V,#DU(#X^(`US=')E86T-"C`@1PHP($H@,"!J M(#`N-2!W(#$P($T@6UTP(&0*+T=3,2!G2!T;R!A8W0@=VET:"!T:&4@"DR,"AE960L('1H92!H;VQD97)S(&]F(&$@;6%J;W)I='D@:6X@<')I;F-I<&%L M(&%M;W5N="!O9B!D96)T('-E8W5R:71I97,@;V8@86XI,32!A*3(P*'8I,S`H86EL86)L92!R M96UE9'D@;W(@9F]R(&4I,3DN-2AX*3(P*&5R8VES:6YG*5U42@I4*@HP+C$R M-2!4=PI;*&%N*3(P*'D@=')U2!D96-L:6YE('1O(&%C="!I9B!S=6-H(&1I2!S=&%R="!A(&QA*3$X+C@H=W-U M:70L('5N;&5S2!A;F0@;V8I,C@N.2AF97(@82!R96%S;VYA8FQE(&EN9&5M;FET M>3LI751*"B]&,3(@,2!49@HM,2`M,2XX(%1$"C`@5'<**`(I5&H*+T8R(#$@ M5&8*,2`P(%1$"C`N,2!4=PI;*'1H92!T2!I M;B!P2!D M96)T('-E8W5R:71Y('=I;&P@:&$I,3DN-2AV*3(P*&4I,"@@86X@86)S;VQU M=&4@2!I;G1E M;&4@86YN=6%L;'D@=VET:"!T:&4@=')U M2!S97)I97,@ M;V8I751*"BTQ.2XS,34U("TQ+C(@5$0*,"XQ(%1W"BAD96)T('-E8W5R:71I M97,L('=E(&UA>2!E;&5C="!T;SHI5&H*+T8Q,B`Q(%1F"C(@+3$N."!41`HP M(%1W"B@"*51J"B]&,B`Q(%1F"C$@,"!41`HP+C`V,#4@5'<*6RAD969E87-E M(&%N9"!B92!D:7-C:&%R*3$Y+C4H9V5D(&9R;VT@86QL(&]F(&]U2!S97)I97,@;V8@9&5B="!S96-U2!A;F0O;W(@52Y3+BE= M5$H*+3(@+3$N,B!41`HP+C`V-S4@5'<*6RAG;RDR,"AV*3(P*&5R;FUE;G0@ M;V)L:62!I;B!F=6QL('=H96X@9'5E('1H92!D96)T('-E8W5R:71I97,@;V8@ M2!D96QI*3(Y+C(H=BDR,"AE2!A;6]U;G1S(&1U92!O;B!T:&4@9&5B="!S96-U M2P@8BDQ."XQ*'5T(&UA>2!N;W0@8F4@2!A;6]U;G1S(&1U92!A M="!T:&4@=&EM92!O9B!T:&4@86-C96QE6UE;G1S+BE4:@HR,BXS("TR+C0@5$0*,"!4=PHH M,3(I5&H*150*96YD"!;(#`@,"`V,3(@-SDR(%T@#2]# M'0@72`-+T9O;G0@ M/#P@+T8R(#(R."`P(%(@+T8V(#(R,2`P(%(@+T8Q,B`Q-#$@,"!2(#X^(`TO M17AT1U-T871E(#P\("]'4S$@,C0S(#`@4B`^/B`-+T-O;&]R4W!A8V4@/#P@ M+T-S.2`R,C(@,"!2(#X^(`T^/B`-96YD;V)J#30T(#`@;V)J#3P\("],96YG M=&@@-C0S,2`^/B`-2!D96)T('-E8W5R:71Y.RE=5$H*+T8Q,B`Q(%1F M"BTQ("TQ+C@@5$0*,"!4=PHH`BE4:@HO1C(@,2!49@HQ(#`@5$0*,"XQ(%1W M"ELH2!D M96)T('-E8W5R:71Y.RE=5$H*+T8Q,B`Q(%1F"BTQ("TQ+C@@5$0*,"!4=PHH M`BE4:@HO1C(@,2!49@HQ(#`@5$0*,"XQ(%1W"BAR961U8V4@=&AE(&%M;W5N M="!O9B!P3LI5&H*+T8Q,B`Q(%1F"BTQ("TQ M+C@@5$0**`(I5&H*+T8R(#$@5&8*,2`P(%1$"C`N,#0Q(%1W"ELH:6UP86ER M('1H92!R:6=H="!T;R!I;G-T:71U=&4@2!P87EM96YT(&]N(&%N*3$Y+C2!D96)T('-E M8W5R:71Y(&]N(&]R(&%F=&5R('-U8V@I751*"C`@+3$N,B!41`HP+C$@5'<* M*'!A>6UE;G0@:7,@9'5E(&%N9"!P87EA8FQE.RE4:@HO1C$R(#$@5&8*+3$@ M+3$N."!41`HP(%1W"B@"*51J"B]&,B`Q(%1F"C$@,"!41`HP+C,R,34@5'<* M6RAR961U8V4@=&AE('!E2!I;B!P5PI(&]N(&%N*3$Y+CDH>2!D96)T('-E M8W5R:71Y(&]F('1H870@6YD:6-A=&4@;V8@,C0@8F%N:W,L(&]U M6YD:6-A=&4@;V8@,C4@;W1H M97(@8F%N:W,@:&$I,3DN-"AV*3(P*&4I,"@@86=R965D('1O(&QE;F0@=7,@ M=7`@=&\@)#2!O;F4@=&EM92!O=71S M=&%N9&EN9R!F2!#'1E;F1E9"P@=V4@96QE8W0@=&\@;V)T86EN(&$@='65A2!T7!E("]086=E(`TO4&%R96YT(#$W.2`P(%(@#2]297-O=7)C97,@-#8@ M,"!2(`TO0V]N=&5N=',@-#<@,"!2(`TO365D:6%";W@@6R`P(#`@-C$R(#"!;(#`@,"`V,3(@-SDR(%T@#2]2;W1A=&4@,"`-/CX@ M#65N9&]B:@TT-B`P(&]B:@T\/"`-+U!R;V-3970@6R`O4$1&("]497AT(%T@ M#2]&;VYT(#P\("]&,B`R,C@@,"!2("]&-"`R,C4@,"!2("]&-B`R,C$@,"!2 M("]&,3(@,30Q(#`@4B`^/B`-+T5X=$=3=&%T92`\/"`O1U,Q(#(T,R`P(%(@ M/CX@#2]#;VQOF5D('!R969E;&5D(&%S(&4I,3@N.2AX M:&EB:71S('1O('1H92!R92DQ.2XW*&=I6]U+BE=5$H*,B`M,2XX-2!41`HH3W5R(&%U=&AO2!S:&%R97,N($YO('-H87)E2!O=&AE2!O9B!T:&4@6]U(&%R92!E M;G1I=&QE9"!T;R!V*3$X+C$H;W1E+"!O2!S:&%R97,@;V8@82!S97)I97,@;V8@<')E9F5R2!D M:2DR."XT*'9I9&5N9',@=&AE2E=5$H*5"H*,"XP,S$@5'<*6RAO=71S=&%N9&EN9R!P M"!;(#`@,"`V,3(@ M-SDR(%T@#2]#'0@ M72`-+T9O;G0@/#P@+T8R(#(R."`P(%(@+T8T(#(R-2`P(%(@+T8V(#(R,2`P M(%(@+T8Q,B`Q-#$@,"!2(#X^(`TO17AT1U-T871E(#P\("]'4S$@,C0S(#`@ M4B`^/B`-+T-O;&]R4W!A8V4@/#P@+T-S.2`R,C(@,"!2(#X^(`T^/B`-96YD M;V)J#34P(#`@;V)J#3P\("],96YG=&@@-38P-2`^/B`-2!A*3$Y+CDH=BDS,"AA:6QA8FQE(&9O2!S:6YK:6YG(&9U;F0L(')E9&5M<'1I;VX@;W(@2!D:2DR.2XT*'9I9&5N9',@=&\@:&]L9&5R M>"DQ M.2XY*&5D('=I=&@@2!I6UE;G0@;V8I751*"E0J"C`N,2!4=PI;*&%N*3(P*'D@9&ES=')I8BDQ M.2XX*'5T:6]N2!O=71S=&%N9&EN9R!S:&%R97,@;V8@<')E9F5R2P@<'5R2!N;W0@2P@=VET:&]U="!F=7)T:&5R(&%C=&EO;B!B>2!T:&4@2!A=71H;W)I>F4@86YD(&ES2#>>"!T:&4@9F]L;&\I,CDN,RAW:6YG('1E2P@=6YL97-S*51J"C`@+3$N,B!41`HP+C$@5'<*6RAO=&AE M6%B;&4@;VX@2P@9F]R('-H M87)E2!R971I6%B;&4@;VX@8V%T M:6]N(&]F('1H92!O=&AE2!B92!M861E.R!A;F0I751*"B]&,3(@,2!49@HM,B`M,2XX M.2!41`HP(%1W"B@"*51J"B]&,B`Q(%1F"C$@,"!41`HP+C`T.2!4=PI;*'1H M92!C;VYD:71I;VYS(&]R(')E2E=5$H*,"`M,2XR M(%1$"C`N,2!4=PHH;W1H97(@8VQA"!;(#`@,"`V M,3(@-SDR(%T@#2]#'0@72`-+T9O;G0@/#P@+T8R(#(R."`P(%(@+T8T(#(R-2`P(%(@+T8V(#(R M,2`P(%(@+T8Q,B`Q-#$@,"!2(#X^(`TO17AT1U-T871E(#P\("]'4S$@,C0S M(#`@4B`^/B`-+T-O;&]R4W!A8V4@/#P@+T-S.2`R,C(@,"!2(#X^(`T^/B`- M96YD;V)J#34S(#`@;V)J#3P\("],96YG=&@@-C$Q-R`^/B`-F5D(&EN(&-O;FYE8W1I;VXI751*"E0J"C`N,30X-2!4=PI;*'=I=&@@82!P MF5D(&EN*5U42@I4*@HP+C$W.#4@5'<*6RAC;VYN M96-T:6]N('=I=&@@;W5R('!R969E2!H97)E869T97(@8F4I5&H*+3(@+3$N M,B!41`HP+C$@5'<*6RAA=71H;W)I>F5D(&%N9"!I2E=5$H*+32!R961E96T@86QL(&]R(&%N*3$X+CDH M>2!P87)T(&]F(&%N*3$Y+C@H>2!P2!T:&4@8F]A2!T:&4I751*"E0J"C`N,C(R(%1W"ELH8F]A6UE;G0N*5U42@HO M1C0@,2!49@HR("TQ+CDU(%1$"C`N,#8U(%1W"ELH5BDQ,3`H;W1I;F<@4FEG M:'1S+BE=5$H*+T8R(#$@5&8*-BXY,#(@,"!41`I;*%1H92!H;VQD97)S(&]F M('-H87)E"!F=6QL('%U87)T97)L>2!D:2DR.2XS M*'9I9&5N9',@7"AW:&5T:&5R(&]R(&YO="!C;VYS96-U=&DI,CDN,RAV*3(P M*&5<*2!O;B!A;BDQ.2XY*'D@2!C;&%S2!O9B!O=71S=&%N9&EN9R!S:&%R97,@;V8@<')E9F5R2!A;&P@;V8@;W5R('!R;W!E M&-E<'1I;VYS+"E=5$H*+T8Q,B`Q(%1F"BTQ("TQ+CDU(%1$ M"C`@5'<**`(I5&H*+T8R(#$@5&8*,2`P(%1$"C`N,2!4=PI;*&%U=&AOF5D(&YU;6)E2!P=7)C:&%S92!A;BDQ M.2XV*'D@;W5T'1'4W1A=&4@/#P@+T=3,2`R-#,@,"!2(#X^(`TO0V]L;W)3<&%C92`\/"`O M0W,Y(#(R,B`P(%(@/CX@#3X^(`UE;F1O8FH--38@,"!O8FH-/#P@+TQE;F=T M:"`V-#0T(#X^(`US=')E86T-"C`@1PHP($H@,"!J(#`N-2!W(#$P($T@6UTP M(&0*+T=3,2!G;&5D(&%S(&%N(&4I,3@N-BAX:&EB:70@=&\@ M=&AE(')E*3$Y+C2!U2!W:71H(&]U"DR,"AE2!T:&4I751* M"E0J"C`N,3,R(%1W"ELH<&5R8VEA;&QY M(&\I,CDN-RAW;F5D(&)Y(&%N(&%C<75I M960@:6YS=&ET=71I;VYS7"D@;V8@;W5R(&-O;6UO;B!S=&]C:R!A;F0@&-E<'0@"DR,"AE2!B95PI(&ES2!T:&4@9F]R92DQ.2XQ*&=O:6YG+BE=5$H* M,C(N,R`M,BXT(%1$"C`@5'<**#$W*51J"D54"F5N9'-T7!E("]086=E(`TO4&%R96YT(#$W.2`P(%(@#2]2 M97-O=7)C97,@-3@@,"!2(`TO0V]N=&5N=',@-3D@,"!2(`TO365D:6%";W@@ M6R`P(#`@-C$R(#"!;(#`@,"`V,3(@-SDR(%T@#2]2 M;W1A=&4@,"`-/CX@#65N9&]B:@TU."`P(&]B:@T\/"`-+U!R;V-3970@6R`O M4$1&("]497AT(%T@#2]&;VYT(#P\("]&,B`R,C@@,"!2("]&-"`R,C4@,"!2 M("]&-B`R,C$@,"!2("]&,3(@,30Q(#`@4B`^/B`-+T5X=$=3=&%T92`\/"`O M1U,Q(#(T,R`P(%(@/CX@#2]#;VQO2!R961E96T@ M86QL(&]F('1H92!R:6=H=',@870@82!P2!O9B!T:&4I5&H*5"H*,"XQ-C8@ M5'<**&EN9&5P96YD96YT(&1I"DR,"AE2!T:6UE(&%F=&5R('1H M97)E(&ES(&%N(&%C<75I2!A;B!A8W%U:7)I;F<@<&5R2!O9B!T:&4@ M<')O*3$Y+C@H=FES:6]N2!O=7(@8F]A2P@;W(@=&\I751*"E0J"C`N,3@P-2!4 M=PI;*&UA:RDY+CDH92!C:&%N9V5S('=H:6-H(&1O(&YO="!A9'8I,3DN-"AE M&-L=61I;F<@=&AE(&EN=&5R97-T(&]F(&%N M*3$Y+C4H>2E=5$H*5"H*,"XP-SD@5'<*6RA!8W%U:7)I;F<@4&5R2!B92!M861E(&]N(&]R M(&%F=&5R('1H92!D:7-T2!A;'-O+"!W:71H('1H92!C;VYC M=7)R96YC92E=5$H*5"H*,"XP-C`U(%1W"ELH;V8@82!M86IO2!O9B!T M:&4@:6YD97!E;F1E;G0@9&ER96-T;W)S+"!E*3$Y+C$H>'1E;F0@=&AE(')E M9&5M<'1I;VX@<&5R:6]D(&9O2!B*3$X+C2!P97)S;VX@8F5C;VUE2!P97)S;VX@=VAO(&ES('-U M8G-E<75E;G1L>2!E;&5C=&5D*5U42@I4*@HP+C`T."!4=PHH=&\@;W5R(&)O M87)D(&]F(&1I2!A8W%U M:7)I;F<@<&5R2!R97!R M97-E;G1A=&DI,CDN-RAV*3(P*&4I,"@@=&AE8W5L="!O2!T;R!S96QL('1H96ER('-T;V-K(&%T(&$@<')I8V4@86)O*3$X M+C8H=BDR,"AE*3`H('1H92!P2!T2!B;VYU2!H82DQ.2XY*'8I,C`H92DP*"!T:&4@968I,CDN.2AF96-T+"!E:71H97(@ M86QO;F4@;W(@:6X@8V]M8FEN871I;VX@=VET:"!E86-H(&]T:&5R+"!O9B!M M86MI;F<@;6]R92!D:68I,C@N-2C>8W5L="!O7!E M("]086=E(`TO4&%R96YT(#$X,"`P(%(@#2]297-O=7)C97,@-C$@,"!2(`TO M0V]N=&5N=',@-C(@,"!2(`TO365D:6%";W@@6R`P(#`@-C$R(#"!;(#`@,"`V,3(@-SDR(%T@#2]2;W1A=&4@,"`-/CX@#65N9&]B M:@TV,2`P(&]B:@T\/"`-+U!R;V-3970@6R`O4$1&("]497AT(%T@#2]&;VYT M(#P\("]&,B`R,C@@,"!2("]&-"`R,C4@,"!2("]&-B`R,C$@,"!2("]&,3(@ M,30Q(#`@4B`^/B`-+T5X=$=3=&%T92`\/"`O1U,Q(#(T,R`P(%(@/CX@#2]# M;VQO&EM871E M;'D@;VYE+71H:7)D(&]F('1H92!E;G1I&-E<'0@=7!O;B!T:&4@=BDQ.2XW*&]T92!O9B!H;VQD97)S(&]F('1W M*3DN-BAO+71H:7)D2!A(&UA:F]R M:71Y(&]F('1H92!V*3$Y+C4H;W1I;F<@<&\I,CDN."AW97(@;V8@=&AE('1A M2!O9B!T:&4@ M=BDQ.2XR*&]T:6YG*5U42@I4*@HP+C$W,#4@5'<*6RAP;RDS,"AW97(@65E8V5R2!P97)S;VX@=VAO(&\I M,CDN-RAW;G,@,3`E(&]R(&UO65A65A2!T:&4@,3`E('-H87)E:&]L9&5R(&]R(&-E;&EA=&5D('!E960@8F]A2!C;VUB:6YA M=&EO;B!T:&5R96]F+B!7*32!O8FQI9RDY+CDH871I;VX@;W(@2!F;W(@;W(@=VET:"!H;VQD97)S(&]R(&)E;F7>8VEA;"!O*3(Y M+C,H=VYE"!;(#`@,"`V,3(@-SDR M(%T@#2]#'0@72`- M+T9O;G0@/#P@+T8R(#(R."`P(%(@+T8V(#(R,2`P(%(@+T8Q,B`Q-#$@,"!2 M(#X^(`TO17AT1U-T871E(#P\("]'4S$@,C0S(#`@4B`^/B`-+T-O;&]R4W!A M8V4@/#P@+T-S.2`R,C(@,"!2(#X^(`T^/B`-96YD;V)J#38U(#`@;V)J#3P\ M("],96YG=&@@-30W,B`^/B`-8V%T92!F;W(@82!F=6QL(&1E8V%T97,@;V8@9&EF*3(Y+C4H M9F5R96YT(&1E;F]M:6YA=&EO;G,@870@=&AE(&]F*3(Y+C,HWF-E(&]F*5U4 M2@I4*@HP+C`V-B!4=PI;*'1H92!W*3DN.2AA2!P87EM M96YT2!B92!I2!O6%B;&4[*5U42@HO1C$R(#$@5&8*+3$@+3$N M."!41`HP(%1W"B@"*51J"B]&,B`Q(%1F"C$@,"!41`HP+C$@5'<*6RAW:&5T M:&5R('1H92!S97)I97,@;V8@9&5B="!W*3DN-"AA"DR,"AE"DR,"AE"DR,"AE2!M86YD871O2!B M92!R961E96UE9"!B>2!T:&4@:&]L9&5R(&]R*5U42@HP("TQ+C(@5$0*,"XQ M(%1W"ELH=VEL;"!B92!R961E96UE9"!U<&]N(&4I,3DN-2AX<&ER871I;VX[ M*5U42@HO1C$R(#$@5&8*+3$@+3$N."!41`HP(%1W"B@"*51J"B]&,B`Q(%1F M"C$@,"!41`HP+C$S,#4@5'<*6RAI9B!A<'!L:6-A8FQE+"!T:&4@;6EN:6UU M;2!O3LI751*"B]&,3(@,2!49@HM,2`M,2XX(%1$"C`@5'<**`(I5&H*+T8R M(#$@5&8*,2`P(%1$"C`N,2!4=PI;*&EF(&%P<&QI8V%B;&4L('1H92!E*3$Y M+C8H>&-H86YG97,@;VX@=VAI8V@@=&AE('-E'1'4W1A=&4@/#P@+T=3,2`R-#,@,"!2(#X^(`TO0V]L M;W)3<&%C92`\/"`O0W,Y(#(R,B`P(%(@/CX@#3X^(`UE;F1O8FH--C@@,"!O M8FH-/#P@+TQE;F=T:"`U.3DT(#X^(`US=')E86T-"C`@1PHP($H@,"!J(#`N M-2!W(#$P($T@6UTP(&0*+T=3,2!G"DQ,"AE6UE;G0@=&\@=&AE('"DR M,"AE"DR,"AE2!E*3$Y*'@I,C`H96-U=&5D(&%T M('1H92E=5$H*5"H*,"XR,C8U(%1W"ELH;V8I,S`HWF-E(&]F('1H92!W*3DN M."AA2!A(&1E8G0@=RDY+C8H87)R86YT(&-E"DR,"AE2!S=&]C:R!W*3DN-BAA M8V%T97,@86YD+"!E*3$Y+C4H>&-E<'0@87,@;W1H97)W M:7-E('-P96-IWF5D(&EN(&$I751*"BTR("TQ+C(@5$0*,"XQ.#(@5'<*6RAP M2!B92!T2!F2!S96-U2!M87D@8F4@:7-S=65D+B!3=&]C:RE=5$H*5"H*,"XP-C(@5'<*6RAW M*3$P*&%R2!O9B!T:&4@65T(&ES2!B92!R961E96UE9"!A="!T M:&4@;W!T:6]N(&]F('1H92!H;VQD97([*5U42@HO1C$R(#$@5&8*+3$@+3$N M.#,@5$0*,"!4=PHH`BE4:@HO1C(@,2!49@HQ(#`@5$0*,"XP-S$@5'<*6RAA M;BDR,"AY('!R;RDQ.2XY*'9I2!T2!B92!L:7-T960[*5U42@HO1C$R(#$@5&8* M+3$@+3$N.#,@5$0*,"!4=PHH`BE4:@HO1C(@,2!49@HQ(#`@5$0*,"XP-S$U M(%1W"ELH:68@87!P;&EC86)L92P@=&AE(&UA>&EM=6T@;W(@;6EN:6UU;2!N M=6UB97(@;V8@"DQ,"AE"DR,"AE2X@ M4W1O8VL@=RDY+C4H87)R86YT"DR,"AE7!E("]086=E(`TO4&%R96YT M(#$X,"`P(%(@#2]297-O=7)C97,@-S`@,"!2(`TO0V]N=&5N=',@-S$@,"!2 M(`TO365D:6%";W@@6R`P(#`@-C$R(#"!;(#`@,"`V M,3(@-SDR(%T@#2]2;W1A=&4@,"`-/CX@#65N9&]B:@TW,"`P(&]B:@T\/"`- M+U!R;V-3970@6R`O4$1&("]497AT(%T@#2]&;VYT(#P\("]&,B`R,C@@,"!2 M("]&-"`R,C4@,"!2("]&-B`R,C$@,"!2("]&,3(@,30Q(#`@4B`^/B`-+T5X M=$=3=&%T92`\/"`O1U,Q(#(T,R`P(%(@/CX@#2]#;VQO6UE;G0@86YD M('1H92!S=&]C:R!W*3DN,2AA8V%T92!P2!C M;VUP;&5T960@86YD(&1U;'D@92DQ.2AX*3(P*&5C=71E9"!A="!T:&4I751* M"BTR("TQ+C(@5$0*,"XP.3$@5'<*6RAC;W)P;W)A=&4@=')U8V4@;V8@=&AE('8V4@:6YD:6-A=&5D(&EN(&$@<')O2!A;65N9"!T:&4@=&5R;7,@;V8I751*"BTR-"XV-3@@ M+3$N,B!41`HP+C$@5'<*6RAT:&4@=RDY+CDH87)R86YT2!O=&AE"DR,"AE8V%T:6]N8V%T:6]N(&]F('1H92!A<'!L:6-A8FQE('2!O8FQI9RDY+CDH871I;VX@;W(@2!O8V%T97,@;W(@8F5N9=YC:6%L(&\I,CDN,RAW;F5R2!O=&AE"DR,"AE8V%T97,@:6X@=&AE(&UA;FYE7!E("]086=E(`TO4&%R96YT(#$X,"`P(%(@#2]297-O=7)C97,@-S,@,"!2 M(`TO0V]N=&5N=',@-S0@,"!2(`TO365D:6%";W@@6R`P(#`@-C$R(#"!;(#`@,"`V,3(@-SDR(%T@#2]2;W1A=&4@,"`-/CX@#65N M9&]B:@TW,R`P(&]B:@T\/"`-+U!R;V-3970@6R`O4$1&("]497AT(%T@#2]& M;VYT(#P\("]&,B`R,C@@,"!2("]&-"`R,C4@,"!2("]&-B`R,C$@,"!2(#X^ M(`TO17AT1U-T871E(#P\("]'4S$@,C0S(#`@4B`^/B`-+T-O;&]R4W!A8V4@ M/#P@+T-S.2`R,C(@,"!2(#X^(`T^/B`-96YD;V)J#32!W*3$P*&%R8V%T92!O2!O9B!T:&4@2!O M=&AE2P@;W(@:6YT97)E2!O=&AE8V4@;V8@=&AE('2!A M;BDQ.2XR*'D@=&%X*3$Y+CDH97,I751*"E0J"C`N,#,W(%1W"ELH86YD(&]T M:&5R(&=O*3$Y+C@H=BDR,"AE&-H86YG92!W:6QL(&)E(&5F*3(Y+C8H9F5C M=&5D*5U42@I4*@HP+C$S,2!4=PI;*&]N;'D@:68@=&AE('960@;G5M8F5R(&]F('-H87)E2!R969E6UE;G1S(&UA>2!B92!U;G-E8W5R960@;W(I751* M"E0J"C`N,#$U(%1W"ELH<')E9G5N9&5D(&]N('-O;64@8F%S:7,N(%1H92!S M=&]C:R!P=7)C:&%S92!C;VYT960@;6%N;F5R+BE4:@HR("TQ+C@@ M5$0*,"XR.#$U(%1W"BA4:&4@9&5S8W)I<'1I;VX@;V8@=&AE('-T;V-K('!U M2!I"DR,"AE8W5T:6]N M(&]F(&$@9&5C;&%R871I;VX@;V8@=')U;&EN9R!O9B!A M(&-E"!;(#`@,"`V,3(@-SDR(%T@#2]# M'0@72`-+T9O;G0@ M/#P@+T8R(#(R."`P(%(@+T8Q,B`Q-#$@,"!2(#X^(`TO17AT1U-T871E(#P\ M("]'4S$@,C0S(#`@4B`^/B`-+T-O;&]R4W!A8V4@/#P@+T-S.2`R,C(@,"!2 M(#X^(`T^/B`-96YD;V)J#365A M&AI8FET('1O('1H92!R92DQ.2XW*&=I2!D M;V5S(&YO="!P=7)P;W)T('1O(&)E(&-O;7!L971E(&%N9"E=5$H*5"H*,"XQ M(%1W"ELH:7,@2!';V]D>65A2!T:&4I751*"C`@+3$N,B!41`HP+C$@5'<*6RAT2!D:7-S;VQU=&EO;BP@=VEN9&EN9RUU<"!O M2P@;V8@=&AE('1R=7-T('1O('!U2!B92!P=7)C:&%S960@;W(@ M960@86-T:6]N(&]R(&%M96YD;65N=',@=&\@=&AE(&1E8VQA M&-H86YG92!W:6QL(&)E(&5F*3(Y+C8H9F5C=&5D+"E=5$H*5"H*,"XP M.#`U(%1W"ELH:6YC;'5D:6YG('1H92!I;FET:6%L(&-O;BDS.2XU*'8I,C`H M97)S:6]N(&]R(&4I,3DN."AX8VAA;F=E('!R:6-E(&]R(')A=&4@86YD(&%N M*3$Y+C0H>2!A9&IU&-H86YG92!P97)I M;V0@86YD(&]T:&5R(&-O;BDS.2XT*'8I,C`H97)S:6]N(&]R(&4I,3DN."AX M8VAA;F=E('!R;RDQ.2XW*'9I2!T:&4@=')U2!T;R!T:&4@92DQ.2XV*'AT M96YT('-E="!F;W)T:"!B96QO*3(Y+C8H=R!U;F1E2P@=V4@=VEL;"!O*3(X+CDH=VX@86QL(&]F M('1H92!C;VUM;VX@6UE;G0@;V8@9&ES=')I8BDQ.2XU*'5T:6]N'1E M;G0@2!S=6-H(&4I,3DN.2AX M=&5N9&5D(&EN=&5R97-T('!A>6UE;G0@<&5R:6]D+B!4:&4@=')U2!A<'!L:6-A8FQE(&QA*3$Y+C4H M=RP@=&\@8V%U"!C;W5N2E=5$H*5"H*,"XP,S`U(%1W"ELH<')O M8V5E9&EN9R!F;W(@86XI,3DN-BAY(')E;65D>2!A*3$Y+C@H=BDS,"AA:6QA M8FQE('1O('1H92!P2!T"DR,"AE2!L92DR,"AG*3$P*&%L('!R;V-E961I;F<@862!T2E=5$H*5"H*,"XQ M(%1W"BAO=&AE960@:6X@=&AE(&%P<&QI M8V%B;&4@7!E("]086=E(`TO4&%R96YT(#$X M,"`P(%(@#2]297-O=7)C97,@.#(@,"!2(`TO0V]N=&5N=',@.#,@,"!2(`TO M365D:6%";W@@6R`P(#`@-C$R(#"!;(#`@,"`V,3(@ M-SDR(%T@#2]2;W1A=&4@,"`-/CX@#65N9&]B:@TX,B`P(&]B:@T\/"`-+U!R M;V-3970@6R`O4$1&("]497AT(%T@#2]&;VYT(#P\("]&,B`R,C@@,"!2("]& M-B`R,C$@,"!2("]&,3(@,30Q(#`@4B`^/B`-+T5X=$=3=&%T92`\/"`O1U,Q M(#(T,R`P(%(@/CX@#2]#;VQO2!P87EM96YT(&UA9&4@8GD@ M=7,@=&\@2!O9B!I;F9O2!H82DQ.2XQ*'8I,C`H92DP*"!O2!A;F0@ M:6UM961I871E;'D@82DQ.2XU*'8I,S`H86EL86)L92!F;W(@=&AO2!A*3$Y+C4H=BDS,"AA:6QA8FQE('1H M97)E9F]R('=I=&@@2!D:7-S;VQU=&EO;BP@=VEN9&EN9RUU<"!O6UE;G0@;6%Y(&)E('-A=&ESWF5D M(&)Y(&1I2!P87EM96YT(&]F(&1I2!T&-E<'0@=&\@=&AE(&5X=&5N="!T:&4@=')U2!A('1R M=7-T+"!T:&4@=')U2!C;W-T M6UE;G1S(&1U92!O;B!T:&4@=')U2!T;R!I2!G=6%R86YT964@=&AE M(&]B;&EG*3DH871I;VYS(&]F('1H92!T&-E<'0@=&AA="!U<&]N(&%N(&4I,CDN-BAV*3(P*&5N="!O9B!D968I.2XX M*&%U;'0@=6YD97(@;VYE(&]R(&)O=&@@;V8@=&AE(&EN9&5N='5R97,L(&AO M;&1E"!;(#`@,"`V,3(@-SDR(%T@#2]#'0@72`-+T9O;G0@/#P@+T8R(#(R."`P M(%(@+T8V(#(R,2`P(%(@+T8Q,B`Q-#$@,"!2(#X^(`TO17AT1U-T871E(#P\ M("]'4S$@,C0S(#`@4B`^/B`-+T-O;&]R4W!A8V4@/#P@+T-S.2`R,C(@,"!2 M(#X^(`T^/B`-96YD;V)J#3@V(#`@;V)J#3P\("],96YG=&@@-38W-B`^/B`- M&-E<'0@:6X@ M8V]N;F5C=&EO;B!W:71H(&$@9&ES=')I8BDQ.2XS*'5T:6]N(&]F(&1E8G0@ M2!B92!A;65N9&5D M(&]N;'D@=VET:"!T:&4@<')I;W(@87!P2!A9BDR.2XX*&9E8W0@=&AE(')I9VAT M="!O9B!T:&4@:&]L9&5R2!A2!I;BE=5$H*5"H*,"XP.38U(%1W"ELH8V]N;F5C=&EO;B!W:71H(&$@8V]N M2!T:&4@=')U6UE;G0@;V8@=&AE(&%M;W5N=',@<&%Y86)L92!I;B!A8V-O2E=5$H*+3(@+3$N,B!41`HP+C`W.2!4=PI; M*&)E+"!I9B!A="!A;BDQ.2XX*'D@=&EM92!A;BDQ.2XX*'D@:&]L9&5R(&]F M('1R=7-T('!R969E2!T:&4@87!P M;&EC86)L92!T2!A;6]U;G1S*5U4 M2@I4*@HP+C$@5'<**'!A:60@=6YD97(@=&AE('1R=7-T('!R969E6UE;G0@;W(@;W1H97(@;V)L:62!I;B!L M:7%U:61A=&EO;B!A;6]U;G0@;V8@=&AE('1R=7-T('!R969E2!P2X@268I751*"E0J"C`N,3@P-2!4=PI;*'=E(&8I.2XY*&%I;"!T M;R!M86LI.2XX*&4@82!R97%U:7)E9"!G=6%R86YT964@<&%Y;65N="P@82!H M;VQD97(@;V8@=')U2!T;R!R97%U M:7)E('1H870@86XI,3DN,RAY(&%C=&EO;B!B92!B'1'4W1A=&4@/#P@+T=3,2`R-#,@,"!2(#X^ M(`TO0V]L;W)3<&%C92`\/"`O0W,Y(#(R,B`P(%(@/CX@#3X^(`UE;F1O8FH- M.#D@,"!O8FH-/#P@+TQE;F=T:"`U,S@P(#X^(`US=')E86T-"C`@1PHP($H@ M,"!J(#`N-2!W(#$P($T@6UTP(&0*+T=3,2!G2!U2!U2!U6UE;G0@86YD(&YO="!M97)E;'D@;V8@8V]L;&5C=&EO;BPI5&H*+3(@ M+3$N,B!41`HP+C$Q,34@5'<*6RAT:&%T(&ES+"!T:&4@9W5A2!M87D@:6YS=&ET=71E(&$@;&4I,3DH9RDQ,"AA;"!P2!S=6-H(&1U=&EE8V%L;'D@"DR,"AE2!C;VUB:6YA=&EO;B!O9B!D96)T('-E8W5R:71I97,L(&-O;6UO;B!S M=&]C:RPI751*"C`@+3$N,B!41`HP+C`W(%1W"ELH=RDQ,"AA6UE M;G0L('-E='1L96UE;G0L('1R86YS9F5R(&]R(&4I,3@N-RAX8VAA;F=E(&]F M('1H92!U;FET2!A<'!L:6-A8FQE M($9E9&5R86P@:6YC;VUE('1A>"!C;VYS97%U96YC97,N*5U42@HM,2`M,2XX M(%1$"C`N,3$V-2!4=PI;*%1H92!T97)M'1'4W1A=&4@/#P@+T=3,2`R-#,@,"!2 M(#X^(`TO0V]L;W)3<&%C92`\/"`O0W,Y(#(R,B`P(%(@/CX@#3X^(`UE;F1O M8FH-.3(@,"!O8FH-/#P@+TQE;F=T:"`U-S0T(#X^(`US=')E86T-"C`@1PHP M($H@,"!J(#`N-2!W(#$P($T@6UTP(&0*+T=3,2!G2!T;R!E86-H('5N:70@86YD M('1O(&%N*3$Y+C,H>2!D96)T('-E8W5R:71Y+"!C;VUM;VX@2P@=6YL97-S(&]T:&5R=VES92!S<&5C M:=YE9"!I;BE=5$H*5"H*,"XQ(%1W"BAT:&4@87!P;&EC86)L92!P;&5D M('=I=&@@=&AE(%-%0R!I;B!C;VYN96-T:6]N('=I=&@@=&AE(&]F*3(X+C8V%N="!02!T:&4@=&5R;7,@;V8@=&AE M('5N:70@86=R965M96YT+BE4:@HO1C0@,2!49@HR("TR+C,U(%1$"C`N,#8T M(%1W"ELH07-S=6UP=&EO;G,@;V8@3V)L:6=A=&EO;G,@8GD@5"DS.2XS*')A M;G-F*3DN.2AE2!S96-U M2!C;VYS=&ET=71I;F<@=&AA="!U;FET(&%N9"!T:&4@=')A;G-F97)O M2!T:&4@=')A;G-F97)E92!A;F0@=&\@=&AE(')E;&5A2!U;FET('=I;&P@:&$I,3DN-RAV*3(P*&4I,"@@86XI M,3DN.2AY(')I9VAT('5N9&5R('1H92E=5$H*+3(U+C,W,2`M,2XR(%1$"C`N M,#2!O2!O=&AE2!O=&AE8V%T M:6]N(%2!O9B!A;&P@"!;(#`@ M,"`V,3(@-SDR(%T@#2]#'0@72`-+T9O;G0@/#P@+T8R(#(R."`P(%(@+T8S(#(S-"`P(%(@+T8T M(#(R-2`P(%(@+T8V(#(R,2`P(%(@+T8Q,B`Q-#$@,"!2(#X^(`TO17AT1U-T M871E(#P\("]'4S$@,C0S(#`@4B`^/B`-+T-O;&]R4W!A8V4@/#P@+T-S.2`R M,C(@,"!2(#X^(`T^/B`-96YD;V)J#3DU(#`@;V)J#3P\("],96YG=&@@-C0S M.2`^/B`-2!A9BDR.2XX*&9E8W0@=&AE(&AO;&1E2!B92!M861E(&EN(&%C8V]R9&%N8V4@=VET:"!T M:&4@87!P;&EC86)L92E=5$H*+3(@+3$N,B!41`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`N,3,R(%1W"ELH3F4I,S`H=R!9*3$Q,"AO=5S(&YO;6EN964N($)E;F7>8VEA;"E=5$H*5"H*,"XP.2!4=PHH M:6YT97)E2!E;&5C="!T;R!H;VQD*5U42@I4*@HP+C$U,R!4 M=PI;*&EN=&5R97-T2X@17AC97!T(&%S('-E="!F;W)T:"!B96QO*3(X M+C,H=RP@82!G;&]B86P@"!;(#`@,"`V,3(@ M-SDR(%T@#2]#'0@ M72`-+T9O;G0@/#P@+T8R(#(R."`P(%(@+T8Q,B`Q-#$@,"!2(#X^(`TO17AT M1U-T871E(#P\("]'4S$@,C0S(#`@4B`^/B`-+T-O;&]R4W!A8V4@/#P@+T-S M.2`R,C(@,"!2(#X^(`T^/B`-96YD;V)J#3DX(#`@;V)J#3P\("],96YG=&@@ M-3DP,R`^/B`-2!W:6QL(&-R961I="!T:&4@86-C;W5N="!O9B!P87)T:6-I M<&%N=',@9&5S:6=N871E9"!B>2E4:@HP("TQ+C(@5$0*,"XQ,3D@5'<*6RAA M;BDR,"AY(&1E86QE8VEA;"!I;G1E2!T:&4@1&5P;W-I=&]R>2!<*'=I=&@@8VEA;"!I;G1E5PI+BE4:@HM,2`M,2XX-R!41`HP+C$P-34@5'<*6RA4:&4@ M;&$I,3DN.2AW;FET:2DR.2XW*'8I,C`H92DP*"!F;W)M(&]F('-E8W5R M:71I97,I751*"BTR("TQ+C(@5$0*,"XP.3D@5'<*6RAW:&EC:"!T:&4I,3DN M."AY(&\I,S`H=VXN($-O;G-E<75E;G1L>2P@=&AE(&%B:6QI='D@=&\@;RDR M.2XS*'=N+"!T2!I2X@17AC97!T*5U4 M2@I4*@HP+C$@5'<*6RAA6]U('=I;&P@;F]T.BE=5$H*+T8Q,B`Q(%1F"C(@+3$N.#<@5$0*,"!4=PHH M`BE4:@HO1C(@,2!49@HQ(#`@5$0*,"XQ(%1W"ELH8F4@96YT:71L960@=&\@ M:&$I,3DN-RAV*3(P*&4I,"@@86XI,3DN.2AY(&]F('1H92!S96-U6]U2!A2P@86YD M(&EN=&5R97-T('!A>6UE;G1S(&]N(&1E8G0@2!P87EM96YT2!T2!P87EI;F<@86=E;G0@;F]R('1H92!$97!O2!F;W(@86XI,3DN,RAY(&%S<&5C="!O9B!T M:&4@7,L('=E('=I;&P@ M:7-S=64@2!T:6UE(&1E=&5R;6EN92!N;W0@=&\@:&$I,3DN-2AV*3(P*&4I M,"@@=&AE('-E8W5R:71I97,@&-H86YG92!F;W(@=&AE M(&=L;V)A;"!S96-U;FET:2DR.2XX*'8I M,C`H92DP*"!F;W)M+B!.;R!S97)V:6-E(&-H87(I,3DN-2AG92!W:6QL(&)E M(&UA9&4@9F]R(&%N*3$Y+C8H>2!T&-H86YG M92!O9B!T:&4@2E=5$H*,C(N M,R`M,BXT(%1$"C`@5'<**#,Q*51J"D54"F5N9'-T7!E("]086=E(`TO4&%R96YT(#$X,2`P(%(@#2]297-O M=7)C97,@,3`P(#`@4B`-+T-O;G1E;G1S(#$P,2`P(%(@#2]-961I84)O>"!; M(#`@,"`V,3(@-SDR(%T@#2]#8VEE;G0@=&\@8V\I,3DN M."AV*3(P*&5R(&%N*3$Y+CDH>2!T87@@;W(@;W1H97(@9V\I,3DN-RAV*3(P M*&5R;FUE;G1A;"!C:&%R*3$Y+C2!E86-H(&]F('1H96T[*51J"B]&,3(@ M,2!49@HM,2`M,2XX-2!41`HP(%1W"B@"*51J"B]&,B`Q(%1F"C$@,"!41`HP M+C$@5'<*6RAT:&4@:6YI=&EA;"!P=6)L:6,@;V8I,CDN-BAF97)I;F<@<')I M8V4@;V8@=&AE('-E8W5R:71I97,[*5U42@HO1C$R(#$@5&8*+3$@+3$N.#4@ M5$0*,"!4=PHH`BE4:@HO1C(@,2!49@HQ(#`@5$0*,"XQ(%1W"BAT:&4@<')O M8V5E9',@=&\@=7,@9G)O;2!S=6-H('-A;&4[*51J"B]&,3(@,2!49@HM,2`M M,2XX-2!41`HP(%1W"B@"*51J"B]&,B`Q(%1F"C$@,"!41`HP+C$@5'<*6RAA M;BDR,"AY(&1E;&%Y960@9&5L:2DR.2XW*'8I,C`H97)Y(&%R2!I;FET:6%L('!U8FQI8R!O9BDR M.2XV*&9E2!B92!R97-O;&0@9G)O;2!T:6UE('1O('1I;64@:6X@;VYE(&]R M(&UO2!B92!O9BDR."XU*&9E2!O;F4@;W(@;6]R92!M M86YA9VEN9R!U;F1E2!P=7)C:&%S92!A;BDQ.2XW*'D@;V8@ M=&AE('-E8W5R:71I97,N*5U42@HO1C8@,2!49@HP("TR+C0U(%1$"C`N,2!4 M=PI;*%1H2!T:&5N M(')E6EN9R!P2!S=6-H(&1E86QE7!E("]086=E(`TO4&%R96YT(#$X M,2`P(%(@#2]297-O=7)C97,@,3`S(#`@4B`-+T-O;G1E;G1S(#$P-"`P(%(@ M#2]-961I84)O>"!;(#`@,"`V,3(@-SDR(%T@#2]#2!S=6-H(&%G96YT('=I;&P@8F4@86-T:6YG(&]N(&$@8F5S M="!E9BDR.2XR*&9O2!T;R!Y;W4N M($EN('1H:7,@8V%S92P@;F\I751*"BTR("TQ+C(@5$0*,"XQ(%1W"ELH=6YD M97)W2!B92!D965M960@=&\@8F4I751*"BTR("TQ+C(@5$0* M,"XP.34U(%1W"ELH=6YD97)W2!#;VYT2E=5$H* M+3(@+3$N,B!41`HP+C(T-#4@5'<*6RAC97)T86EN(&EN6UE;G0@86YD(&1E;&DI,CDN-"AV*3(P*&5R>2!O M;B!T:&4@9&%T92!S=&%T960@:6X@=&AE*5U42@I4*@HP+C`Q,2!4=PI;*'!R M;W-P96-T=7,@65D(&1E;&DI,CDN,2AV M*3(P*&5R>2!C;VYT2!U960@:6X@82!P M&-H86YG92X@3F\@87-S=7)A;F-E(&-A;B!B92!G:2DR.2XS*'8I,C`H96X@ M87,@=&\@=&AE(&4I,3DN."AX:7-T96YC92!O2E=5$H*+3(@+3$N,B!41`HP M+C`V,34@5'<*6RAE;FF4L(&UA:6YT86EN(&]R(&]T:&5R=VES92!A9BDR."XW*&9E8W0@ M=&AE('!R:6-E(&]F('1H92!S96-U2P@8V5R M=&%I;BE=5$H*5"H*,"XP-C,U(%1W"ELH;V8@=&AE('5N9&5R=W)I=&5R2!B M:60@9F]R+"!A;F0@<'5R8VAA6YD:6-A=&4@ M<&]S:71I;VYS(&]R('1O('-T86)I;&EZ92!T:&4@<')I8V4I751*"E0J"C`N M,#DQ-2!4=PI;*&]F('1H92!S96-U2!R96-L86EM('-E;&QI;F<@8V]N8V5S6YD:6-A=&4@8V\I,3DN,RAV*3(P M*&5R:6YG('1R86YS86-T:6]N'0@72`-+T9O;G0@/#P@+T8R(#(R."`P(%(@+T8V(#(R,2`P M(%(@+T8Q,B`Q-#$@,"!2(#X^(`TO17AT1U-T871E(#P\("]'4S$@,C0S(#`@ M4B`^/B`-+T-O;&]R4W!A8V4@/#P@+T-S.2`R,C(@,"!2(#X^(`T^/B`-96YD M;V)J#3$P-R`P(&]B:@T\/"`O3&5N9W1H(#(Y.#D@/CX@#7-T2!E;F0@86XI,3DN,RAY(&]F('1H97-E(&%C=&DI,CDN-RAV M:71I97,@870@86XI,3DN."AY('1I;64N*5U42@HR("TQ+C@W(%1$"C`N,3$W M(%1W"ELH56YD97)W2!I;B!T:&4@9G5T=7)E*5U4 M2@HM,B`M,2XR(%1$"C`N,#4W(%1W"ELH96YG*3DN.2AA9V4L(&EN('1R86YS M86-T:6]N2!';V]D>65A2!O9B!A;&P@;V8@=&AE('-E8W5R:71I97,@;V8I M,CDN,RAF97)E9"!B>2!T:&ES('!R;W-P96-T=7,@=VEL;"!B92!P87-S960@ M=7!O;B!F;W(@86XI,3@N.2AY('5N9&5R=W)I=&5R2!#2`S,2P@,C`P,BP@37(N($AA;F%N8VEA;"!S=&%T M96UE;G0@65A65A"!;(#`@,"`V,3(@-SDR(%T@#2]2;W1A=&4@,"`- M/CX@#65N9&]B:@TQ,#D@,"!O8FH-/#P@#2]0'1'4W1A=&4@/#P@+T=3,2`R-#,@ M,"!2(#X^(`TO0V]L;W)3<&%C92`\/"`O0W,Y(#(R,B`P(%(@/CX@#3X^(`UE M;F1O8FH-,3$P(#`@;V)J#3P\("],96YG=&@@-C'!E;G-E'!E;G-E'!E8W1E9"!T;RE=5$H* M+3(@+3$N,B!41`HP+C`R-S4@5'<*6RAB92!I;F-U2!T M:&ES(%)E*3$Y+C8H9VES=')A=&EO;BE=5$H*5"H*,"XQ(%1W"ELH4W1A=&5M M96YT+B!!;&P@86UO=6YT'!E;G-E'!E;G-E2!&965S(&%N9"!%>'!E;G-E2!<*'1H92#4*38V%T:6]N(&]F('1H92!R92DQ.2XR*&=I2!S:&%L;"!I;F1E;6YI9GD@96%C:"!P97)S;VX@=VAO M(&ES(&]R('65E(&]F('1H92!#;VUP86XI,3DN-BAY+"E=5$H*+3(@+3$N M,B!41`HP+C`V.34@5'<*6RAO2!B92!I;F-U2!H:6T@:6X@8V]N;F5C=&EO;B!W:71H(&]R(')E2!C;&%I;2P@86-T:6]N+"!S=6ET*5U42@I4*@HP+C`P,B!4 M=PI;*&]R('!R;V-E961I;F<@7"AW:&5T:&5R(&)R;W5G:'0@8GD@;W(@:6X@ M=&AE(')I9VAT(&]F('1H92!#;VUP86XI,3@N-BAY(&]R('-U8V@@;W1H97(@ M8V]R<&]R871I;VX@;W(@;W1H97)W:7-E7"DL(&-I*3(Y*'9I;"!O2!O2!I='-E;&8I751*"E0J"C`N,38X(%1W M"ELH;W(@=&\@2!J=61G;65N="P@2!O2!S=6-H*5U42@I4*@HP+C(R M-S4@5'<*6RAD:7)E8W1O8V5R+"!O65E(')E9F5R8V5R+"!O M65E(&AA2!B92!T:&4@7!E("]086=E(`TO4&%R96YT(#$X M,2`P(%(@#2]297-O=7)C97,@,3$R(#`@4B`-+T-O;G1E;G1S(#$Q,R`P(%(@ M#2]-961I84)O>"!;(#`@,"`V,3(@-SDR(%T@#2]#8V5R+"!O65E(&AA2!B92!A9'8I,C@N.2AA;F-E9"!B>2!T:&4@0V]M<&%N*3$Y+C8H M>2E=5$H*5"H*,"XP,S,@5'<**'!R:6]R('1O('1H92#>;F%L(&1I2!R:6=H=',@=&\@=VAI8V@@86XI,3DN-BAY('!E2!B92!M861E(&$I,3DN,BAV*3,P*&%I;&%B;&4@8GD@65E2!I;F1E;6YI9GD@;W(@86=R964@=&\@:6YD96UN:69Y(&%N*3$X+C8H M>2!P97)S;VX@=VAO('8V5R+"!E;7!L M;RDY+C@H>65E+"!O2!A;F0@2!I;F-U2!H:6T@:6X@8V]N;F5C=&EO M;B!W:71H('-U8V@I5&H*5"H*,"XP-C`U(%1W"ELH86-T:6]N+"!S=6ET+"!O M2!C2!O2P@ M;W(@:7,I751*"BTR("TQ+C(@5$0*,"XP-S$U(%1W"ELH=&AR96%T96YE9"!T M;R!B92!M861E(&$@<&%R='DL('1O(&%N*3$Y+C,H>2!T:')E871E;F5D+"!P M96YD:6YG+"!O8V5R+"E=5$H*5"H* M,"XP.3<@5'<*6RAE;7!L;RDY+CDH>65E+"!O="E=5$H* M5"H*,"XQ,3<@5'<*6RAO2!C;&%I;2P@:7-S=64L(&]R M(&UA='1E2!A'0@72`-+T9O;G0@/#P@+T8R(#(R."`P(%(@ M/CX@#2]%>'1'4W1A=&4@/#P@+T=3,2`R-#,@,"!2(#X^(`TO0V]L;W)3<&%C M92`\/"`O0W,Y(#(R,B`P(%(@/CX@#3X^(`UE;F1O8FH-,3$V(#`@;V)J#3P\ M("],96YG=&@@-C`R,2`^/B`-65E+"!M96UB97(L(&UA M;F%G97(L(&]R(&%G96YT(&ES('!R;W!E2!V*3$Y+C2!O960@=VET:&EN('1H92!P87-T(-YV*3$Y M*&4@>65A2!T:&4@8V]U7,@869T97(@8V%T:6]N+"!S M=6-H('!E2!A(&1I2!A2!O2!C;&5A2!T;R!T:&4@8V]R<&]R871I M;VX@;W(@=6YD97)T86LI.2AE;B!W:71H(')E8VML97-S(&1I2!C;V]P97)A=&4@=VET:"!T:&4@8V]R M<&]R871I;VX@8V]N8V5R;FEN9R!T:&4@86-T:6]N+"!S=6ET+"!O2!T:&4@ M8V]R<&]R871I;VX@87,@=&AE*3$Y*'D@87)E(&EN8W5R;F%L(&1I8R!C M87-E+"!U<&]N(')E8V5I<'0@;V8@86X@=6YD97)T86MI;F<@8GD@;W(I5&H* M5"H*,"XP-C0@5'<*6RAO;B!B96AA;&8@;V8@=&AE(&1I2!T:&ES('-E8W1I M;VX@&-L=7-I*3(Y+CDH=BDR,"AE M*3`H(&]F+"!A;F0@2!O=&AE8V%T:6]N('5N9&5R('1H M92!A8V5S(&]R('!O'0@72`-+T9O;G0@/#P@+T8R(#(R."`P(%(@+T8T(#(R-2`P(%(@+T8V(#(R M,2`P(%(@/CX@#2]%>'1'4W1A=&4@/#P@+T=3,2`R-#,@,"!2(#X^(`TO0V]L M;W)3<&%C92`\/"`O0W,Y(#(R,B`P(%(@/CX@#3X^(`UE;F1O8FH-,3$Y(#`@ M;V)J#3P\("],96YG=&@@-C`P,"`^/B`-2!A2!H:6T@:6X@86XI,3DN,RAY('-U8V@@8V%P86-I='DL M(&]R(&%R:7-I;F<@;W5T*5U42@I4*@HP+C`X.34@5'<*6RAO9B!H:7,@2!O9B!A(&-O2!P97)S;VYS('!U6UE;G0@;V8@92DQ.2XR*'AP96YS97,@87,@=&AE*3$Y+C2!A8V%T:6]N+"!I;G-U2!A="P@82!L:6UI=&5D(&QI86)I;&ET>2!C;VUP86XI,3@H>2P@;W(@ M82!P87)T;F5R2!L:6%B M:6QI='D@=&\@9&ER96-T;W)S(&%N9"!O9BDR.2XT*-YC97)S(&ET(&UA>2!I M;F-U8V%T:6]N(&%N9"!I;G-U2!A;F0@92DQ.2XV*'AP96YS M92P@:6YC;'5D:6YG(&QE*3$Y+C8H9RDQ,"AA;"!F965S+"E=5$H*5"H*,"XP M-C8U(%1W"ELH=VAI8V@@:&4@;W(@2!I;F-U2!R96%S;VX@ M;V8@:&ES(&]R(&AE8V5R(&%G*3DN.2AA:6YS="!S=6-H(&QI86)I;&ET>2!O M'!E;G-E+BE=5$H*,B`M,2XX(%1$"C`N,#4R(%1W"BA2969E M2E=5$H* M5"H*,"XS-C`U(%1W"ELH96%C:"!O=&AE8V%T:6]N(&ES(&$I,3@N.2AV M*3,P*&%I;&%B;&4N*5U42@HO1C8@,2!49@HP(#`@,"`Q(&L*,"`M,BXT(%1$ M"ELH271E;2`Q-BXI751*"B]&-"`Q(%1F"C0N-3DY(#`@5$0*,"!4=PHH17AH M:6)I=',N*51J"B]&-B`Q(%1F"C@@,"`P(#@@.#<@,C@U+C`V,#$@5&T*6RA% M>&AI8FET*2TQ-#0R*$5X:&EB:70I751*"C`@+3$@5$0*6RA)=&5M*2TR-#$X M+C4H3G5M8F5R*2TR,C`T,BXU*$1E65A8V%T92!O9B!!;65N9&UE;G0@=&\@06UE;F1E9"!!8V%T92!O9B!!;65N9&UE M;G0@=&\@06UE;F1E9"!!65A65A65A'0@72`-+T9O;G0@/#P@ M+T8R(#(R."`P(%(@+T8V(#(R,2`P(%(@/CX@#2]%>'1'4W1A=&4@/#P@+T=3 M,2`R-#,@,"!2(#X^(`TO0V]L;W)3<&%C92`\/"`O0W,Y(#(R,B`P(%(@/CX@ M#3X^(`UE;F1O8FH-,3(R(#`@;V)J#3P\("],96YG=&@@-38R-R`^/B`-&AI8FET*2TQ-#0R*$5X:&EB:70I751*"C`@+3$@5$0*6RA)=&5M M*2TR-#$X+C4H3G5M8F5R*2TR,C`T,BXU*$1E2!A9&1I=&EO;F%L(&9O65A65A M65A8V%T92!O9B!4*30P*')U8V%T92!O9B!4 M*30P*')U65A="!O9B!H;VQD97)S(&]F*5U42@HR+C2!';V]D>65A2!O9B!T:&4@ M2!O9B!T"DQ M.2XV*&5D($-H87(I,3DN."AG97,@9F]R($=O;V1Y96%R(&%N9"!I=',@8V]N M2!R969E2`T+"E=5$H*5"H*,"XP-3,U(%1W"ELH,C`P,BP@87!P96%R M:6YG(&%T('!A9V4@-3(@;V8@1V]O9'EE87+5&AI M8FET(#4N,2!T;R!T:&ES(%)E*3$X+CDH9VES=')A=&EO;B!3=&%T96UE;G0N M*5U42@HM,BXW-2`M,2XT(%1$"C`N,C0Y-2!4=PI;*#(S+C,I+3$P,#`N,2A4 M:&4@8V]N&AI8FET(#4N,B!T;R!T:&ES M(%)E*3$Y+C8H9VES=')A=&EO;B!3=&%T96UE;G0N*5U42@HM-2XX-#0@+3$N M-"!41`HP+C`Y-S4@5'<*6R@R-"DM,C`Y-"@R-"XQ*2TQ,#`P+C$H4&\I,S`H M=V5R(&]F($%T=&]R;F4I,3DN-RAY+"!D871E9"!*=6YE(#,L(#(P,#(L(&%U M=&AO65A65A"!;(#`@,"`V,3(@-SDR(%T@#2]2;W1A=&4@,"`-/CX@#65N9&]B M:@TQ,C0@,"!O8FH-/#P@#2]065A;&5D(&5I=&AE2!A;65N9&UE;G0@=&\@=&AI2!U;F1E;&4L(&1U2!O&-E960@=&AA M="!W:&EC:"!W*3DN-BAA2E=5$H*5"H*,"XP.#@@5'<*6RAD92DS,"AV:6%T:6]N(&9R;VT@=&AE M(&QO*3(Y+C8H=R!O&EM M=6T@;V8I,CDN,2AF97)I;F<@2!M871E2!M871E2!U;F1E M2!L:6%B:6QI='D@=6YD97(@=&AE*5U42@HM,B`M,2XR(%1$ M"C`N,#4Q-2!4=PI;*%-E8W5R:71I97,@06-T(&]F(#$Y,S,L(&5A8V@@WFQI M;F<@;V8@=&AE(')E*3$Y+C$H9VES=')A;G35'0@72`-+T9O;G0@/#P@+T8R(#(R."`P(%(@ M+T8S(#(S-"`P(%(@/CX@#2]%>'1'4W1A=&4@/#P@+T=3,2`R-#,@,"!2(#X^ M(`TO0V]L;W)3<&%C92`\/"`O0W,Y(#(R,B`P(%(@/CX@#3X^(`UE;F1O8FH- M,3(X(#`@;V)J#3P\("],96YG=&@@,S$U-2`^/B`-&-H86YG92!#;VUM:7-S:6]N('-U8V@@ M:6YD96UN:=YC871I;VXI751*"E0J"C`N,3,S-2!4=PI;*&ES(&%G*3DN.2AA M:6YS="!P=6)L:6,@<&]L:6,I,3DN-BAY(&%S(&4I,3DN.2AX<')E8V%T:6]N(&%G*3DN-BAA:6YS="!S=6-H M(&QI86)I;&ET:65S(%PH;W1H97(@=&AA;B!T:&4@<&%Y;65N="!B>2!T:&4@ M'!E;G-E M8V5R(&]R(&-O;G1R;VQL:6YG('!E2!I="!I2!A2!T:&4@WFYA M;"!A9&IU9&EC871I;VX@;V8@2!U;F1E;&5D(&%S(&$@<&%R="!O9B!T:&ES(%)E*3$X+CDH9VES=')A=&EO;B!3 M=&%T96UE;G0@:6X@2!T:&4@4F4I,3DH9VES=')A;G0@<'5R2!L:6%B:6QI='D@ M=6YD97(@=&AE(%-E8W5R:71I97,@06-T(&]F(#$Y,S,L(&5A8V@@<&]S="UE M9BDR."XX*&9E8W1I*3(Y+CDH=BDR,"AE*5U42@HM,B`M,2XR(%1$"C`N,#(S M-2!4=PI;*&%M96YD;65N="!T:&%T(&-O;G1A:6YS(&$@9F]R;2!O9B!P9&4@;V8I,CDN."AF97)I;F<@=&AE M"!; M(#`@,"`V,3(@-SDR(%T@#2]2;W1A=&4@,"`-/CX@#65N9&]B:@TQ,S`@,"!O M8FH-/#P@#2]0'1'4W1A M=&4@/#P@+T=3,2`R-#,@,"!2(#X^(`TO0V]L;W)3<&%C92`\/"`O0W,Y(#(R M,B`P(%(@/CX@#3X^(`UE;F1O8FH-,3,Q(#`@;V)J#3P\("],96YG=&@@-#,V M-2`^/B`-97,@=&AA="!I M="!H87,@2!A=71H;W)I>F5D+"!I;B!T:&4@0VET>2!O9B!!:W)O;BP@4W1A=&4@ M;V8I5&H*5"H*,"XQ(%1W"BA/:&EO+"!O;B!T:&4@,3ET:"!D87D@;V8@2G5N M92P@,C`P,BXI5&H*,C(N."`M,2XX(%1$"C`@5'<**%0I5&H*-RXX(#`@,"`W M+C,@,S$Q+C$Q(#8S-2XP-C`Q(%1M"BA(12E4:@HQ,"`P(#`@,3`@,S(Q+C4P M-R`V,S4N,#8P,2!4;0HP+C$@5&,**"!'*51J"C"DQ.2XW*&5C=71I*3(Y+CDH=BDR,"AE*5U42@I4*@HP(%1W"ELH3V8I,S`H MWF-E8V5R7"DI751*"C$R+C$@+3`N,R!4 M1`HP+C$@5'<**%PH4VEG;FEN9R!A8V5R(&]F(')E*3$Y+C@H9VES M=')A;G0I751*"E0J"ELH86YD(&%S($%T=&]R;F4I,3DN-RAY+6EN+48I,3DN M.2AA8W0@9F]R('1H92E=5$H*5"H*6RAD:7)E8W1O2E=5$H*+T8Q,B`Q(%1F"C@@,"!41`HP(%1W"B@!`0$!`0$!`0$!`0$! M`0$!`0$!`2E4:@HO1C(@,2!49@HQ,2`P(%1$"BA$:7)E8W1O'0@ M72`-+T9O;G0@/#P@+T8R(#(R."`P(%(@+T8V(#(R,2`P(%(@/CX@#2]%>'1' M4W1A=&4@/#P@+T=3,2`R-#,@,"!2(#X^(`TO0V]L;W)3<&%C92`\/"`O0W,Y M(#(R,B`P(%(@/CX@#3X^(`UE;F1O8FH-,3,T(#`@;V)J#3P\("],96YG=&@@ M,S`P-"`^/B`-65A2!T:&4@=6YD97)S M:6=N960@=&AE3HI+3(U,"XQ*%1H92!';V]D>65A3HI M+3,T-3(N,2@O3HI+3(U,"XQ*%1H M92!';V]D>65A3HI+3,T-3(N,2@O7!E("]0 M86=E(`TO4&%R96YT(#$X,B`P(%(@#2]297-O=7)C97,@,3,V(#`@4B`-+T-O M;G1E;G1S(#$S-R`P(%(@#2]-961I84)O>"!;(#`@,"`V,3(@-SDR(%T@#2]# M8V%T92!O9B!! M;65N9&5D($%R=&EC;&5S(&]F($EN8V]R<&]R871I;VX@;V8@1V]O9'EE87(L M(&1A=&5D($1E8V5M8F5R(#(P+"`Q.34T+"E=5$H*-2XS-#0@+3$N,2!41`HP M+C`P.34@5'<**$-E65A2!O9B!!;65N9&5D(&%N9"!297-T871E M9"!2:6=H=',@06=R965M96YT+"!D871E9"!A2!A9&1I=&EO;F%L(&9O65A2!A9&1I=&EO;F%L(&9O;&5D('=I=&@@ M=&AE(%-%0UPI+BE4:@HM,BXR-2`M,2XT(%1$"ELH-"XW*2TQ,#`P*$8I,C`H M;W)M(&]F($1E8G0@5RDW.2XW*&%R65A65A2E=5$H*-2XS-#0@+3$N,2!41`HP+C$@5'<*6RAO M9B!';V]D>65A&AI8FET(#4N,2!T;R!T:&ES(%)E*3$X+CDH9VES=')A=&EO;B!3=&%T M96UE;G0N*5U42@HM,BXW-2`M,2XT(%1$"C`N,C0Y-2!4=PI;*#(S+C,I+3$P M,#`N,2A4:&4@8V]N&AI8FET(#4N,B!T M;R!T:&ES(%)E*3$Y+C8H9VES=')A=&EO;B!3=&%T96UE;G0N*5U42@I%5`IE M;F1S=')E86T-96YD;V)J#3$S."`P(&]B:@T\/"`-+U1Y<&4@+U!A9V4@#2]0 M87)E;G0@,3@R(#`@4B`-+U)E'0@72`-+T9O;G0@/#P@+T8R M(#(R."`P(%(@+T8V(#(R,2`P(%(@/CX@#2]%>'1'4W1A=&4@/#P@+T=3,2`R M-#,@,"!2(#X^(`TO0V]L;W)3<&%C92`\/"`O0W,Y(#(R,B`P(%(@/CX@#3X^ M(`UE;F1O8FH-,30P(#`@;V)J#3P\("],96YG=&@@,S4W,2`^/B`-&AI8FET*2TQ-#0R*$5X:&EB:70I751*"C`@+3$@5$0*6RA)=&5M*2TR M-#$X+C4H3G5M8F5R*2TR,C`T,BXU*$1E65A65A="!O9B!T M:&4I751*"E0J"C`N,2!4=PI;*&AO;&1E65A="!O9B!T:&4I M751*"E0J"C`N,2!4=PI;*&AO;&1E;&5D(&5I=&AE2!A;65N9&UE;G0@=&\@=&AI7!E("]&;VYT(`TO4W5B='EP92`O5'EP93$@#2]&:7)S=$-H87(@ M,2`-+TQA7!E("]&;VYT(`TO4W5B='EP92`O5'EP93$@ M#2]&:7)S=$-H87(@,S(@#2],87-T0VAAJQ!HYHTCDUJT;0VS>K0 M/+:H2\MZM*I/Z]BF06Q(VT:T:TS[V*$)'9O2J1F=8Y?F=&U!MY;)W5O1HS4] MV]`K]FY+GW;T;4^_V+\#`SHRL%/LS*`XN`M#NC*T&\/B\.Z,Z,'(GHR*HWO% MWHSIP]@XKB_C^S&A/Q,',"E.'LB404P=S+3$(4P?RHQAS(RSAC-[!'-&,C?. M&\7\T2P8P\+$L2P:Q^+Q+)G`TKAL(LLGL6(R*^.J*:R>&J>Q)JZ=SKH9K)_) MAKAQ%IMFLWD.6^:R-6Z;%^>S?0$[XLZ%[%K$[L7LB7N7L&\I^Y=Q('$Y!U=P M:"6'XY%5'%W-L34<7\N)>'(=I]9S>D/RF8V;[^_$N_P0?[S'3_?Y^0&_Q%\?\MLC?G_,'_'/ M)_$I?SWC[^?\$_]]P7\O_2_``*PUU!D*96YD7!E("]&;VYT1&5S8W)I<'1O"]#+V1O;&QA]=@!T^:?GCGGOO/NO'O?][[OWDM3 M/@J*INF@Z9GI,S/3QJ295]C,987YQD%G'-%1)(0FH0H2JB3#?$AH0#!.PM4O M*E],9$0[_:JFYK4-X&!7(%P/:@Q1?ZJAE#2MVO][@V%;K(4%A49+H=GZ8SQ%T?)',12EHJ@W%%001?$4 MI:.I$10UBJ+"%50D344KJ5B:BJ>H2125[$NEJZF5%!4K\T8I*"6UC;I`W:6> MT0IZ%OTI?8T>4(Q5K%,<4EQ3QBK3E&N55Y5NGU2?7_N\8D*8?*:.N<3.8D^P M`UP6=YISJ?)5^U0MJGY?7]]\7[OO([]4OT-^[?[3_*W^C?Z=`6)`;L#Q@%=J M=4YY.^EJUQSK3NX&_R;P^R:EF^^$.A(ES-F9>>R6MNWLEQUB$SJ$RVN9LQ^< M-&9IW\_+>%?DNV`)62IL@@FH/9R^3?75HMD<^H^/10K%@67/K!)^PO&/(O:6 MGMST;]5X%I-[L^'-C>*8IL?P62 M#SO"W)J6_IR+?"9O;R%$"*!:V,+-<[(WB(NXKOV'VCJT3T9R:HPX_]1-W^]7 MW@]N81>M7VBL$A=S![;\:R^$O/Y_!"H?T.>@6@EGX;:`U>.@FE77#(5`EEO. M.C*LGY6?WTG:.ND&%S2YE"0)'@F8LC@L/'RQ&U(@Y;S[Z=/S89@BNH(AO`"* M,!=S"[`(PS'\-!9!+N2>AB((%]4Y-0YRJE/SN^\G=<-Q%]\!;Y-LH7E+';P) MPW7/3Z9DQN.%I` MHX5AHSM1+?(=4S&Q#"LD&3)<=6ON]P_C[3_BYO/('I\?GC#$Q`]G_C\9O*$? MKLJ1[I%AG+K5;@.SDZ[WO*4DJ\`LW$(SXV9QC\?$H(+%0R]-3!][&\S,4:<` M'-QD:EDWWF34P)4[29>3/M>G],21S0($_'(,*J/M_.\QF`V=`@PX<4`^,\KIW?32U,NJ M86JY(\\&EQUPP*FYT$?,/7PS&0Z7!2ACIZR;G;Y0-"Z86[54AUD_AT@(ATSW M2BX4)-AQ]![4Z_"`,%^+TJ5LP$!0CI:4-K;D0J'ORX-R-9HFO M/!3-_)6\A3=8M=WF,:VA>V0TF1Z3$#D$05_N$Q80^_K`6NO4'P!DT5BC_0>X5(M\\>EF3YSBG_BU&"K`259#QS=[B(?NI2>VF"/"44. M\[S]3#6+1M+/H/32Y"*367MUSW5M+0NYWN^9Q_)"^F1-TJH--JUWLIR)JP&1 M9(!(WW$1C5S$S2`*<@8D'0QR@QDZ:EE">SL8H#VFJ"&^AH0\W4<^E+7D`05, MBL)`-*`A"@)EH9)<\F(`@TMV)HE]P1"3`%:THST!K1B#,??0"G:PWP,KQ(A# M!77%`;4.62)XV">KY`D48"%[]R_%ALC,HE@)Y[/Q/F!CP7`5F#Y0)3IQN(1W MAIAK+7>0^PY-5!2)QJPZG34,%^F"0>WG3>@DB M"AG^6_`K.6%]3SL*_2I28$.0;!H8--VSVF;)Q8?NY0O=YP,_]TF><:PJ5>B M#TI\!QJ;&./.O`-M6J"?[VOK>K@,E=O$P>+R!#AIV-FKK/<$"%#U,J#7$P!5 M3N]=F:8'-:`E1@BD][X8I21%Y*$@:Q#O?<@\8V&NW"UZ%K7>KD&Q)I`N)DQ> M7N^T\FX$"W/D1GK&#K(S6"]P2JYR#9P5X#!)9I!ET81/T`1/&&18..R5?6=[ MN<$!N-P=!CMJUFB^OIC3SS?P:9!$VN7>7<`>_VWKI1UB$S>IO"QCBG9T/Z?. MJ6R?^71A!(:Z^K;^G2.QI7SLBT;;-42OE/!\&

/RLY4+#<9%?D;]E=_X_=0?VU&W]6/J*J_[5^NH-NHKU'QV4 MX#('6AR[VXA"_,\PJ$J$VSA;X,^D)BY(F%5\_.KUFWO^6"<"77]P1_TNE8SD M3D8;&=$):6LTU[KA<[D%^4H("^:;OZ[EBC]IR/E6!S,N02($0<1D8%&2,C9G M6\SS5-50/Y[E*U^:..(#>P6^&;G-J;ND0:CY-K)D".J)'CC5+4^+*KF3Q^/';/5&YJ@M_\]C=2A- M1A8C,.@2)L*,BZU[;YV2:F6U_W+6SO"@ENV;(E M]\==\KUW[WW>Y_,^[W)3PX_/`2?*X2'.#E$N5?\CZ)?T;OX)V0/1PNL7,Q.C M-2''O@.%EJA8.+P?_&CX7Y,7>3+=8_OHJG;DLZOCU=?6>M:#5I@:FI@2^2>_ M]<3%U&IQ^I`T!ZA M[:[X`V.>-(FD(5-H@0,V(WQ#B9B8&[HE-/#`?R^#G\=V-`G1+#^UOYS[)TSL MM[M[V[4U56>XP]4T@$:88BH>O"NBTVM;P/^=;S505@DI$PCWE16P%<,25$M* M>G!'@-TAGJP](SM)`AS^]> MS)F!3,XQ`GK:P@##>L/*@AQ%_"+EMN/'4>PF.4T9',RR0+XV;47NJKUY;9.Z MOAQN2_ M;=&6(W3CT=QR_2N!JR5^<+7^79EX3L1SD^/16!CTL>MO`%6@6J<-`AE%.N$(-"`Q@!!-);&&F@0U8ANM;T#C58%J@ZJ M3D@HI&HT9E4AJ.U(2YIL@J,K!%A6Z!1L@_>%994M2VQ5>Z+>DR)(8*UB<]MO M&^U_$V_$R91\DUSAO+?"9T/?6.86\N<#;-A_\J>*6B563U*$5>X]RT@1USC$ M+\6U]Y%J4N)[80_N,:ZC6/RY"+UDPM)9*DNB& MLR,#%\7=;%*UE?K!20WX_C@,:^Z_T4\5U]%$=&W,H9:"AEM;AB?KKX/R\E%C MI1APWDDV.A0S2*8&68QZ"-'1D(,'[M.?N*36S+GZ:S757>*]M[CBO(H!+3SD M5B9ECEGUO03ER`?>0DK4Q*:C`]A^@S&,*H]D=\Z*L*#S^'%TX\/G!KKN] M8E4YPUL,6%[%/-EG5GQ(+$JHG)>-?BO9QP2SD.JQ,;C.O$IL3#CKW0I\8-0$ MOF9<]1*5\#L)0__ZU1/&N%F(P$,Z-L@3B7X53"*9,#;$>Q^*]^$LA&,H-RNK M"VZ9H,ZL:"2GE?`UM`F0`'4,7<-2?YI$_2')ZU[QM`Z?VAA0LDB^#%#3#`9\ M\'UJ=&68GN:;58VD")M7ZTU7B^F&LI#FZ<%`)\I*LS2GBVMKSFGY@EB.[[W0 MW'"A20-,_67(>Z`=!<,W8+@+AK4[O.G@['N\\*)+-2M!G,3/KPQ`_('X'S,0 MFAPK`V0>!XAW?%A:G^:T4J,5=EA9:&^$#36+ZYHX\4I\<>`??NN_O;E,DYL8'^JJ/C?ZJJ! M#G=X./:4CT>9)\.QK+;^4/NEH*#@J4%!(?.L^:4%66LRBV2_U?YR\*S0-P(< M:\CH.LNQS@J2H]*M9HN<4%I89,DKE-]>N]I:D&\M2"NRI$^5Y:C<7'FI`Z%0 M7FHIM!38Z+^_5"MG%E7(C`LO1B.830,X^;$C'5B#`PS0H13L\MYRJY/F(@6\B(QJAY7].A#=5^HOW7F,@QN\9T M.R]VWN'3WP`N/"GE=>4LT*&U6HI%/D364=+ M#S8:6C_?^U>1/WWX0,EJB>^$&+LL='8W7:H=U*('V9ZX.;/4.A$\7^-/'/SL M_ODG!M"8SD6@.F*1_SM'DIJSQ$T?\"D@FR8)*`))WU/MH>8 M2RU;M,LJ-3_L[3D%[@:=78`S\!'(JNO*9@$B[9M!'EF.&K)LQYIH-!J+ MB:X"/)1,<&8/@P^LH!MAMK)2^*JR>F#(>*TY:45X\AKTFBKA5%1OF[D]5*N4 M@@=^33X]=*;E/]]HKY_NOPHZ`_@B*#@X@T[L:-&PS_95.>5!8 MJ_"T=\^7-X^DA(4D92Y?]M[^%R)Z8H^`7-V/T>!FI'W6WX,O'O\!]F`Y2KYA M.!==^GW!I_-B76>+5%7&H7]Y_/)XXZKJ"+W\"B',4170YE#(KA!,'AX M]E&YCU`:/)CXYWUZZ"(PN:WIV'&I]6CCA2[#MT4W9AP2>:5Y]^6#SPRW/@`G MG"_B4P*^]DD")!#^^84+A;%STW+F2AA+E&PUS"&\<3AZWU MRN^I%TY"H&IDCE(L#&^="7Z88\1W<")Z80U6PCBD:+#H*;`0U"RAB@)7#G3?!8W_8JCIIM'PE&SS8/I@,5RDFK;J'P.^^A@*8"CXI8,;M M$MZ@/-!#`%_2\V0#9J*S&=U1)^$DHDNN`!Z6T'L*\`X0E?)DQ"S8FUZ9E7;@ M[1-H[!GP^`RF*&.)[F\EP,^T03W5RT;UHB0@%\YC(-7KC!(,]0*$$YR8BTY; MLHT3Y7.0#+&/;KV0^-/#YX*M$G7V(\KV=;)7X3;N#N<>*-YYW3$B#;<1<_/.,T,K0],KLF)!2<%.PF-U'C36'QI22 MT9A]%TG/)M;2Q`Y[+0>F$3,M<%11 MI9QJ?Q),BH'6=1)0P/M0;7[X$*J/PWVXC]7'`P*PVHSW13#I(17(V8$!("F8 M2B^2$A:&Y"RDBKID.@=UU,UK1NU@@II1EE`G4!M"TI<0V@OC0^ZA).'`J(8* MKZ9[730/VM9&YU2$H]IAIWK839N;.#H,DZ$)3/2D,O$*M=5D.`S3"*AV6ORC M=F9\DB5!6#W)J:LX\-P`AIQ]<0=$_OFWC<>N]1NN9L)X3!#Q)X?MK@L4[5W- MW<\2+/,M^9&2+KF$6O9C^H(V.FF_H4HUT6\W\.7_P=]K@W7"]%,X!79W0WX] M]980?,R_4>1OX[P37-ZNU+I+AMYK#5W@7?=63@T]],C=\CB:3?VT>16.#\?I MH%X'VGSI=BG'W^LKO;`IP?!6Q(;YZ%W<=ZR<]I^>AG>IUK#189FQRET!\JC) M!^C`Y]GO.FQ5XVC'BV+V)G7V`<>(2@X+!-KSR,RT%-_H^)./126#/N=KJN;M MCF];J9W?,[3Q&R.\#60`XB4=V"H@25'!=/;3EQ-58-535]Q62-U7^T#45I%& M%/_\7[:K!":*,PJ[POP#5#=VAU'#PNS*4KR@RB66HJZ"5T4Q%H]Z510CUBB" MA0455*I18*E5L`BM"#K,58_)AGUMUJ\:O&NV4P58\6GLP6):<,(`- MLW9=/2+-2`_3FM)/#I`]G#"0J5-;@XI(9HZ:,KJV2>`A),MK97>1RK='B9'T MQ'V/P2LDT+*]&_..7M4>.+-AXN*EZ8D;=*A)YOS3QDXQN`E5V+EI]LTG51Y4GI@BIBP;'1XKPS@+;4E+2W2I8W%49MBG<"304@:2@>#M3C&2$YF1,?C MY$$S8>I1\#W]D^XCH,J.5/$(Z`DEF7K,R6#EB='5?EIT-OAA!'K7HA[\+1>* MSI7KL@GP&!M>JS.%=6O/C7M/2X,&A<8.]_=+>%XC$4Y'Z/Z`?GA5"6V\F*J: MK(:!XOS5\TPQ6N1^N']XO4Y6[6"P'C\[Z8FIB1@]#N.`#X-^#]HJP?4W"0&" MQ:LY%96UVJK3\4$YU$>(Q,SPUINTZ5VE^IKD`KEL^S].D(=<(+?W"]57'H2(E22"IZY4C@T8L"_&1A&>#XVY>T=D$9:3CC2;5)RQ,1+6*^@5,O0FPE9LMEO#`0)CM2.Z1'14!JVS2P&ZL#S(=0T7*.BE(R!Z$,)\,- MF`@D)2/#<)S-R3WMY_'OBX=]E2WWRA]D]<,4W*\,X**Y2,"&V;^N[D)U^^4. M](-B)L:G2&<7Q.X>JO6-F12;0B05&J^CFP(1&H@@EJ+CM;>R(F9+^#<]N<;7 M[#A^]4A%?.B[Z/3OSWAW-4+5A[OQGA>Y*%FB'1LZ=K3P0M5']T,T=B$2VS61 MJQ#M'Z7$1J'8@@;ZB`$8A5$@!H"!/F(+1$GHU7VTR1<[82?3XRM7"A\3.3H5 M^HXFZ\,)23"9--9@8\H%.G$EB;>12O1F\7:)7;0V$2^LNT'YA;V.Z/;61--V M9[,EOU9,>=ZA6QTMLDG7-V9Z=#S%H,8F"G5($KB:RDW*A0H-%REML(?]67@% M5%L+LC+R)/#DS>GIYG3MH$53)R]1[O+10W3CU:EMA$GS1GD)\<)/J?$F\5$[ MH!>>$/NR9"9"O]78;:=!BR'3>P_1"4]P!C1?]GCBF=!5VD;*RXVFXMU;7SFFC69Z=I)F7E[=5!YMS70G@[#*YD< M1;F'&;:$5A)G:8]SS&=\_*PY,WYIDJ"9QB]Y=*^/?%UW9M_9?1)92K(1*-8L MXK:[2;55WN4@'U86]B7)6=V5UJ*S[,[A0`9?6\N4GD)]+HL*>#IXJ;:T9SFT M;U$F>['!5@W-_5+6<-B+&6V#PARHZ5O<,ZS?H[-R(M;NTT[:ITLWF=#AWYS,+2S.U:4&_; M"=_4VNTAO+6&^BL.>`TY&YVO)VZ]LS?24Q%O=SA&3SG^?TT.PC[X`KE"AR7!E("]&;VYT M1&5S8W)I<'1O7!E("]4>7!E,4,@/CX@#7-T MWL[.WAX.^(B!]P(!]U?W`@/WQ;@5J7*D;6URG@P,QZP,#1ZE_PP/"F5N9'-T3QR"/YN7_K@\_`ORC:`3.,/CC"):YD$:XX^0!2@?,V[UE#.YL$O(B'^Y)Q M[L,8H>L8_R[DDND.AV%-21[%"_!/Z*%M9[NNBPR49BV3"A-`)J0LH#1C]O1B5Z)BLUW?'%93/N#S02FFZJ$&>P@P`#X<:UL*96YD7!E("]086=E7!E("]086=E7!E("]086=E7!E("]*;V)4:6-K971#;VYT96YT -----END PRIVACY-ENHANCED MESSAGE-----


THE GOODYEAR TIRE & RUBBER COMPANY GOODYEAR CAPITAL TRUST I GOODYEAR CAPITAL TRUST II GOODYEAR CAPITAL TRUST III	Ohio Delaware Delaware Delaware	34-0253240 01-6212692 01-6212694 01-6212698
(Exact name of each registrant as specified in its charter)	(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)


ABOUT THIS PROSPECTUS
WHERE YOU CAN FIND MORE INFORMATION ABOUT GOODYEAR
DESCRIPTION OF GOODYEAR
DESCRIPTION OF GOODYEAR CAPITAL TRUSTS
USE OF PROCEEDS
RATIO OF EARNINGS TO FIXED CHARGES
DESCRIPTION OF DEBT SECURITIES
Debt Securities (Unsubordinated)
DESCRIPTION OF OUR CAPITAL STOCK
DESCRIPTION OF WARRANTS
DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS
DESCRIPTION OF TRUST PREFERRED SECURITIES
DESCRIPTION OF TRUST PREFERRED SECURITIES GUARANTEES
DESCRIPTION OF UNITS
FORMS OF SECURITIES
PLAN OF DISTRIBUTION
VALIDITY OF SECURITIES
EXPERTS
PART II
SIGNATURES
INDEX OF EXHIBITS
EX-1.1 Underwriting Agreement for Debt Securities
EX-1.2 Form of Underwriting Agreement Common Stock
EX-4.1 Certificate of Amend. Articles of Incorp.
EX-4.2 Code of Regulations
EX-4.3 Amended & Restated Rights Agreement
EX-4.4 Specimen Nondenominational Certificate
EX-4.5 Indenture Between Goodyear and JP Morgan
EX-4.6 Indenture Between Goodyear and JP Morgan
EX-4.7 Debt Warrant Agreeement
EX-4.8 Stock Warrant Agreement
EX-4.11 Declaration of Trust of Goodyear Capital
EX-4.12 Certificate of Trust of Goodyear Capital
EX-4.13 Declaration of Trust of Goodyear Capital
EX-4.14 Certificate of Trust of Goodyear Capital
EX-4.15 Declaration of Trust of Goodyear Capital
EX-4.16 Cert. of Trust of Goodyear Capital Trust
EX-4.17 Guarantee Agreement
EX-5.1 Letter
EX-5.2 Letter Regarding Goodyear Capital Trusts
EX-12.1 Computation of Ratios of Earnings
EX-23.1 Consent of Independent Auditors
EX-24.1 Power of Attorney
EX-25.1 Form T-1
EX-25.2 Form T-1
EX-25.3 Form T-1
EX-25.4 Form T-1
EX-25.5 Form T-1
EX-25.6 Form T-1
EX-25.7 Form T-1
EX-25.8 Form T-1


Gerry V. Wittkamper, Esq. The Goodyear Tire & Rubber Company 1144 East Market Street Akron, Ohio 44316-0001		John W. White, Esq. Cravath, Swaine & Moore Worldwide Plaza 825 Eighth Avenue New York, New York 10019-7475






		Proposed Maximum	Proposed Maximum
Title of Each Class of	Amount to be	Offering Price Per	Aggregate Offering	Amount of
Securities to be Registered	Registered (1)	Unit (2)	Price(1)(3)	Registration Fee (5)


Debt Securities of The Goodyear Tire & Rubber Company (“Goodyear”) (6)	(4)	(4)	(4)	(4)
Subordinated Debt Securities of Goodyear (7)	(4)	(4)	(4)	(4)
Common Stock (without par value) of Goodyear (8) (9)	(4)	(4)	(4)	(4)
Warrants of Goodyear (10) (11)	(4)	(4)	(4)	(4)
Stock Purchase Contracts of Goodyear (12)	(4)	(4)	(4)	(4)
Stock Purchase Units of Goodyear (13)	(4)	(4)	(4)	(4)
Trust Preferred Securities Of Goodyear Capital Trusts I, II and III (14)	(4)	(4)	(4)	(4)
Guarantees of Trust Preferred Securities of Goodyear Capital Trusts I, II and III and Certain Backup Obligations (15)	(4)	(4)	(4)	(4)
Units (16)	(4)	(4)	(4)	(4)
Goodyear Common Stock reserved for issuance upon conversion or exchange of Debt Securities (17)(18)	(4)	(4)	(4)	(4)

Total	$2,000,000,000		$2,000,000,000	$184,000.00


	Page

About this Prospectus		3
Where You Can Find More Information about Goodyear		3
Description of Goodyear		4
Description of Goodyear Capital Trusts		4
Use of Proceeds		5
Ratio of Earnings to Fixed Charges		5
Description of Debt Securities		5
Description of Our Capital Stock		14
Description of Warrants		19
Description of Stock Purchase Contracts and Stock Purchase Units		23
Description of Trust Preferred Securities		23
Description of Trust Preferred Securities Guarantees		26
Description of Units		28
Forms of Securities		30
Plan of Distribution		32
Validity of Securities		34
Experts		34


Item 14.	*Other Expenses of Issuance and Distribution.*


Commission Registration Fee		$	184,000.00
Printing and Engraving Costs		$	200,000.00	*
Accounting Fees and Expenses		$	150,000.00	*
Trustee Fees and Expenses		$	70,000.00	*
Legal Fees and Expenses		$	50,000.00	*
Rating Agencies’ Fees		$	1,756,000.00	*
Blue Sky Fees and Expenses		$	20,000.00	*
Miscellaneous		$	100,000.00	*

	Total	$	2,530,000.00	*


Item 15.	*Indemnification of Directors and Officers.*


Exhibit		Exhibit
Item		Number		Description


	1		1.1	Form of Underwriting Agreement for Debt Securities.

			1.2	Form of Underwriting Agreement for Common Stock.

	4		4.1	Certificate of Amended Articles of Incorporation of Goodyear, dated December 20, 1954, Certificate of Amendment to Amended Articles of Incorporation of Goodyear, dated April 6, 1993, and Certificate of Amendment to Amended Articles of Incorporation of Registrant dated June 4, 1996 (three documents comprising Goodyear’s Articles of Incorporation as amended to date).

			4.2	Code of Regulations of Goodyear adopted November 22, 1955, and amended April 5, 1965, April 7, 1980, April 6, 1981 and April 13, 1987.

			4.3	Conformed copy of Amended and Restated Rights Agreement, dated as of April 15, 2002, between Goodyear and EquiServe Trust Company, N.A., Rights Agent.

			4.4	Specimen nondenominational certificate for shares of the Common Stock, without par value, of Goodyear.



Signature	Title	Date


Samir G. Gibara	Chairman of the Board and Chief Executive Officer and a Director (Principal Executive Officer)

Robert W. Tieken	Executive Vice President (Principal Financial Officer)	By: /s/ STEPHANIE W. BERGERON Stephanie W. Bergeron (Signing as the Principal Accounting Officer of registrant and as Attorney-in-Fact for the directors and officers whose names appear opposite)

John G. Breen	Director

Edward T. Fogarty	Director

William J. Hudson, Jr.	Director

Robert J. Keegan	Director	Dated: June 19, 2002

Philip A. Laskawy	Director

Steven A. Minter	Director

Agnar A. Pytte	Director

Martin D. Walker	Director

Kathryn D. Wriston	Director

James M. Zimmerman	Director


	GOODYEAR CAPITAL TRUST I

	By: The Goodyear Tire & Rubber Company, Sponsor