Common use of Issue of Right Certificates Clause in Contracts

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 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. 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.

Issue of Right Certificates. (a) Until the Distribution Date, (i) the Rights will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock thereof (which certificates for the Common Stock shall also be deemed also to be Right Certificates, as hereinafter defined) 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 StockShares. As soon as practicable after receipt by the Rights Agent of written notice from the Company of the Distribution Date, the Corporation will prepare and execute, the Rights AgentAgent will countersign, at and the Company's expense, Corporation will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, postage postage-prepaid mail, to each record holder of the Common Stock Shares as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the records of the CompanyCorporation, a Right Certificate, in substantially the form of Exhibit B heretoA hereto (a "Right Certificate"), evidencing one Right for each share of the Common Stock Share 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 of the date of this Agreement, or as soon as reasonably practicable following the Record Datethereafter, the Company Corporation will send a copy of a Summary of Rights to Purchase Common StockShares, in substantially the form attached of Exhibit B hereto as Exhibit C (the "Summary of Rights"), by prepaid mail, in accordance with Section 26 hereof to each record holder of the Common Stock Shares as of the close Close of business Business on the Record Date, at the address of such holder shown on the records of the Companynext dividend record date. With respect to certificates for the Common Stock Shares outstanding as of the Record Datedate of this Agreement, until the Distribution Date, Date the Rights will be evidenced by such certificates for registered in the Common Stock, and the registered holders names of the Common Stock shall also be the registered holders thereof together with a copy of the associated Summary of Rights. Until the Distribution Date (or the earlier redemption or expiration of the RightsRedemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding as of the certificates for date of this Agreement, with or without a copy of the Common Stock outstanding on the Record Date Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificatethereby. (c) Rights shall be issued Certificates for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in respect the last sentence of all shares of Common Stock issued this paragraph (c)) after the Record Date date of this Agreement but prior to the earlier earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares of Common Stock Date 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 rights as set forth in a Amended and Restated Rights Agreement between THE GOODYEAR TIRE & RUBBER COMPANY Lincoln National Corporation and EQUISERVE TRUST COMPANY, N.A., as Rights AgentFirst National Bank of Boston, dated as of April 15November 14, 2002 1996 (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 COMPANYLincoln National Corporation. 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 Lincoln National Corporation 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 circumstancesAs described in the Rights Agreement, Rights which are or were beneficially owned by issued to any Person who becomes an Acquiring Persons or their Affiliates or Associates Person (as such terms are defined in the Rights Agreement), and any subsequent holder of such Rights, may ) shall become null and void. After the due execution of any supplement or amendment With respect to this Agreement in accordance with the terms hereof, the reference to this Agreement in such certificates containing the foregoing legend shall mean the Agreement as so supplemented or amended. Until legend, until the Distribution Date, the Rights associated with the Common Stock Shares represented by such certificates containing the foregoing legend shall be evidenced by such certificates alone, and the surrender for transfer of any of such certificates certificate shall also constitute the transfer of the Rights associated with the Common Stock Shares represented by thereby. In the event that the Corporation purchases or acquires any Common Shares after the date of this Agreement but prior to the Distribution Date, any Rights associated with such certificateCommon Shares shall be deemed canceled and retired so that the Corporation shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding.

Issue of Right Certificates. (a) Until Prior to 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 and not by separate Right Certificates (as hereinafter defined) and the registered in the names of the holders of the Common Stock (which certificates for the Common Stock shall be deemed also to be Right Certificates) and not by separate Right Certificatesthe registered holders of the associated Rights, and (ii) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the underlying Shares of Common Stock. As soon as practicable after receipt the Record Date, the Company will send a summary of the Rights substantially in the form of Exhibit C hereto, by first-class, postage 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. (b) As soon as practicable after the Company has notified the Rights Agent of written notice from the Company occurrence of the Distribution Date, the Rights AgentAgent will send, at the Company's expense, will send by first-class, insured, 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 one or more Right Certificate, in substantially the form of Exhibit B hereto, Certificates evidencing one Right for each share of the Common Stock so held, (subject to adjustment as provided herein) for each share of Common Stock so held. As If an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p), the Company shall, at the time of distribution of the Right Certificates, make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. From 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 outstanding as of the Record Date or issued (on original issuance or out of treasury) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date. In addition, in connection with the issuance or sale of shares of Common Stock following the Distribution Date and prior to the Expiration Date, the Company (i) shall, with respect to shares of Common Stock so issued or sold (x) pursuant to the exercise of stock options or under any employee plan or arrangement or (y) upon the exercise, conversion or exchange of other securities issued by the Company prior to the Distribution Date and (ii) 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 that no such Right Certificate shall be issued if, and to the extent that, (i) 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 or (ii) appropriate adjustment shall otherwise have been made in lieu of the issuance thereof. (d) Certificates for the Common Stock issued after the Record Date but prior to the earlier of the Distribution Date or and the Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares of Common Stock Date 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 The Chubb Corporation and EQUISERVE TRUST COMPANY, N.A., as Rights Agent, First Chicago Trust Company of New York dated as of April 15March 12, 2002 1999 (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 COMPANYthe Company. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, such Rights will may be evidenced by separate certificates and will no longer be evidenced by this certificate, may be redeemed or exchanged or may expire. THE GOODYEAR TIRE & RUBBER COMPANY will mail to the holder of this certificate a copy of As set forth in the Rights Agreement (as in effect on the date of mailing) without charge promptly after receipt of a written request therefor. Under certain circumstancesAgreement, Rights which are issued to, or were beneficially owned by held by, any Person who is, was or becomes an Acquiring Persons Person or their Affiliates an Affiliate or Associates Associate thereof (as such terms are defined in the Rights Agreement), and whether currently held by or on behalf of such Person or by any subsequent holder of such Rightsholder, may become be null and void. 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.

Issue of Right Certificates. (a) Until the Distribution Date, Date (ix) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock Shares registered in the names of the record holders of the Common Stock thereof (which certificates for the Common Stock Shares shall also be deemed also to be Right Certificates) and not by separate Right Certificates, and (iiy) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of Common Shares in the Common Stockstock transfer books of the Company maintained by the Company or its appointed transfer agent. As soon as practicable after receipt by the Rights Agent of written notice from the Company of the Distribution Date, the Rights AgentAgent will send, at the Company's expense, will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock Shares 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 A hereto, evidencing one Right for each share of the Common Stock Share so held, subject to adjustment adjustment, together with a notice setting forth the Purchase Price (as provided hereindefined in Section 4 hereof) as in effect on the Distribution Date. As of and after the close of business on the Distribution Date, the Rights will be evidenced solely by such Right Certificates. Any Right Certificate issued pursuant to this Section 3 that represents Rights beneficially owned by an Acquiring Person or any Associate or Affiliate thereof and any Right Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, Associate or Affiliate, and any Right Certificate issued pursuant to Sections 6 or 11 hereof upon transfer, exchange, replacement or adjustment of any other Right Certificate referred to in this sentence, shall be subject to and contain the following legend or such similar legend as the Company may deem appropriate and as is 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 Rights represented by this Right Certificate are or were beneficially owned by a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Right Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 11(a)(ii) or Section 11(d) of the Rights Agreement. (b) As On the Record Date or as soon as practicable following the Record Datethereafter, the Company will send a copy of a Summary of Rights to Purchase Common StockShares, in substantially the form attached hereto as Exhibit C B (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock shares as of the close of business on the Record Date, at the address of such holder shown on the records of the CompanyCompany as of such date. With respect to certificates for the Common Stock Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Common Shares registered in the Common Stock, and the registered holders names of the Common Stock shall also be the registered holders of the associated Rightsthereof. Until the earlier of the Distribution Date (or earlier redemption or expiration of and the Rights)Expiration Date, the surrender for transfer of any of the certificates certificate for the Common Stock Shares outstanding on the Record Date shall also constitute the surrender for transfer of the Rights associated with the Common Stock Shares represented by such certificatethereby. (c) Rights shall be Certificates for Common Shares issued in respect (including, without limitation, any certificates for Common Shares issued upon conversion of all shares the Company's convertible securities or upon exercise of Common Stock issued stock options) or surrendered for transfer or exchange 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 stamped on, impressed on, printed on, written on or otherwise affixed to them the following legendlegend or such similar legend as the Company may deem appropriate and as is 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 Common Shares or the Rights may from time to time be listed, or to conform to usage: This certificate 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 Cleveland-Cliffs Inc and EQUISERVE TRUST COMPANY, N.A., as Rights AgentFirst Chicago Trust Company of New York, dated as of April 15September 19, 2002 1997 (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 COMPANYCleveland-Cliffs Inc. The Rights are not exercisable prior to the occurrence of certain events specified in the Rights Agreement. Under certain circumstances, as set forth in the Rights Agreement, such Rights will may be redeemed, may be exchanged, may expire, may be amended, or may be evidenced by separate certificates and will no longer be evidenced by this certificateCertificate. THE GOODYEAR TIRE & RUBBER COMPANY Cleveland-Cliffs Inc will mail to the holder of this certificate 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 that are or were beneficially owned by an Acquiring Persons Person or their Affiliates any Affiliate or Associates Associate thereof (as such terms are defined in the Rights Agreement), ) and any subsequent holder of such Rights, Rights may become null and void. After With respect to certificates containing the due execution of any supplement or amendment to this Agreement in accordance with the terms hereoflegend described above, the reference to this Agreement in the foregoing legend shall mean the Agreement as so supplemented or amended. Until until the Distribution Date, the Rights associated with the Common Stock Shares represented by such certificates containing the foregoing legend shall be evidenced by such certificates alone, and the surrender for transfer of any of such certificates certificate shall also constitute the surrender for transfer of the Rights associated with the Common Stock Shares represented by such certificatethereby.

Issue of Right Certificates. (a) Until the Distribution Date, (i1) the outstanding Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) (A) with respect to Common Shares that are held in certificated form, by the certificates for the outstanding Common Stock registered in the names Shares of the holders of the Common Stock (which certificates for the Common Stock shall be deemed also to be Right Certificates) Company and not by separate Right CertificatesCertificates and (B) with respect to Common Shares that are held in book-entry form, by a notation in the records of the Rights Agent (and the records of the Company's transfer agent if different from the Rights Agent), and (ii2) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Shares of the Common StockCompany. As soon as practicable after receipt by the Rights Agent of written notice from the Company of the Distribution Date, the Company will prepare and execute, and the Rights AgentAgent will countersign and send, at the Company's expense, will send by first-class, postage insured, postage-prepaid mail, to each record holder of Common Shares of the Common Stock Company as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the stock transfer records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto, Certificate evidencing one Right for each share of the Common Stock Share so held, subject to adjustment adjustments as provided herein. As of From 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 On the Record Date, or as soon thereafter as practicable, 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 first-class, postage-prepaid mail, to each record holder of Common Shares of the Common Stock Company as of the close Close of business Business on the Record Date, at the address of such holder shown on the stock transfer records of the Company. With respect to certificates for the Common Stock Shares outstanding as of on the Record Date, the certificates evidencing such Common Shares shall thereafter also evidence the outstanding Rights (as such Rights may be amended or supplemented) distributed with respect thereto until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock, Date and the registered holders of the Common Stock Shares shall also be the registered holders of the associated Rights. Until the Distribution Date (or, if earlier, the Redemption Date or earlier redemption or expiration of the RightsFinal Expiration Date), the surrender for registration of transfer of or exchange of (1) any certificate for Common Shares outstanding as of the certificates for the Common Stock outstanding Close of Business on the Record Date Date, with or without a copy of the Summary of Rights attached thereto, and (2) any Common Shares held in book-entry form, shall also constitute the surrender for registration of transfer or exchange of the outstanding Rights associated with the Common Stock Shares represented by such certificatethereby. (c) Rights The Company agrees that, at any time after the Record Date and prior to the Distribution Date (or, if earlier, the Redemption Date or Final Expiration Date) at which it issues any of its Common Shares upon original issue or out of treasury, it will concurrently distribute to the holder of such Common Shares one Right for each such Common Share, which Right shall be issued in respect subject to the terms and provisions of all shares this Agreement and will evidence the right to purchase the same number of one one-thousandth (1/1000) of a Preferred Share at the same Purchase Price as the Rights then outstanding. (d) Certificates for Common Stock Shares issued after the Record Date but prior to the earlier earliest of the Distribution Date, the Redemption Date or and the Final Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares whether upon registration of transfer or exchange of Common Stock Shares outstanding on the Record Date or upon original issue or out of treasury thereafter, shall also be deemed to be certificates for the Rights and shall have impressed on, printed on, written on or otherwise affixed to them the following legendlegend or such similar legend as the Company may deem appropriate and as is not inconsistent with the provisions of this Agreement: 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 United Surgical Partners International, Inc. (the "Company") and EQUISERVE TRUST COMPANY, N.A., as Rights AgentFirst Union National Bank, dated as of April 15June 13, 2002 2001, as it may be amended (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 COMPANYthe 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 The 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 circumstancesAs described in the Rights Agreement, Rights which are issued to or were beneficially owned acquired by any Acquiring Persons Person or their Affiliates any Affiliate or Associates Associate thereof (each as such terms are defined in the Rights Agreement), and whether currently held by or on behalf of such Person or by any subsequent holder of such Rightsholder, may shall, under certain circumstances, become null and void. After the due execution of any supplement or amendment With respect to this Agreement in accordance with the terms hereof, the reference to this Agreement in certificates containing the foregoing legend shall mean legend, until the Agreement as so supplemented or amended. Until earlier of the Distribution Date or the Final Expiration Date, the outstanding Rights associated with the Common Stock Shares represented by such certificates containing the foregoing legend shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate for registration of such certificates transfer or exchange of the Common Shares evidenced thereby shall also constitute the surrender for registration of transfer or exchange of the outstanding Rights (as such Rights may be amended or supplemented) associated with the Common Shares represented thereby. The failure to print the foregoing legend on any certificate or any other defect therein shall not affect in any manner whatsoever the application or interpretation of the provisions of Section 8(e) hereof. (e) If the Company purchases or acquires any of its Common Shares after the Record Date, but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock represented by such certificateShares which are no longer outstanding.

Issue of Right Certificates. (a) Until the Distribution Datetenth day after the Shares Acquisition Date (such tenth day being herein referred to as the "DISTRIBUTION DATE"), (ix) the Rights will be evidenced (subject to the provisions of paragraph (bSECTION 3(b) of this Section 3hereof) by the certificates for Common Shares of the Common Stock Company registered in the names of the holders of the Common Stock thereof (which certificates for the Common Stock Shares shall also be deemed also to be include Right Certificates) and not by separate Right CertificatesCertificates (as hereinafter defined), and (iiy) the right to receive Right Certificates will be transferable only in connection with the associated transfer of Common Shares of the Common StockCompany. As soon as practicable after receipt by the Rights Agent of written notice from the Company of the Distribution Date, the Company will prepare and execute, the Rights AgentAgent will countersign, at and the Company's expense, Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, postage insured, postage-prepaid mail, to each record holder of Common Shares of the Common Stock Company as of the close Close of business 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 heretoEXHIBIT A hereto (a "RIGHT CERTIFICATE"), evidencing one Right for each share Common Share of the Common Stock Company so held, held (subject to adjustment as provided hereinin this Agreement). As of and after the close of business on the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) As On the Record Date, or as soon as practicable following the Record Datethereafter, the Company will send a copy of a Summary of Rights to Purchase Common StockRights, in substantially the form attached of EXHIBIT B hereto as Exhibit C (the "Summary of RightsSUMMARY OF RIGHTS"), by first-class, postage-prepaid mail, to each record holder of Common Shares of the Common Stock Company as of the close Close of business Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares of the Common Stock Company outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Common Shares registered in the Common Stock, and the registered holders names of the Common Stock shall also be the registered holders thereof together with a copy of the associated RightsSummary of Rights which shall be deemed attached thereto. The Company shall take such action as shall be reasonably necessary to implement the foregoing. Until the Distribution Date (or the earlier redemption or expiration of the RightsRedemption Date or the Final Expiration Date), the surrender for transfer of any Common Shares of the certificates for the Common Stock Company outstanding on the Record Date Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock Shares of the Company represented by such certificatethereby. (c) Rights shall be issued Common Shares of the Company which become outstanding (including, without limitation, reacquired Common Shares of the Company referred to in respect the last sentence of all shares of Common Stock issued this paragraph (c)) after the Record Date but prior to the earlier earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares of Common Stock Date shall be deemed to have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate These shares also evidences evidence and entitles entitle the holder hereof to certain Rights rights as set forth in a Amended and Restated Rights Agreement between THE GOODYEAR TIRE & RUBBER COMPANY Xxxxxxxxx Xxxxxx Real Estate Income Fund Inc. (the "COMPANY") and EQUISERVE TRUST COMPANY, N.A., as Rights Agent, The Bank of New York (the "RIGHTS AGENT") dated as of April 15January 18, 2002 2005 (the "Rights AgreementRIGHTS 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 COMPANYthe 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 certificatethese shares. THE GOODYEAR TIRE & RUBBER COMPANY The Company will mail to the holder of this certificate these shares 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, as set forth in the Rights which are or were beneficially owned by Agreement, Rights issued to any Person who becomes an Acquiring Persons or their Affiliates or Associates Person (as such terms are defined in the Rights Agreement), and any subsequent holder of such Rights, ) may become null and void. After In addition, to the due execution of extent reasonably practicable, the Rights Agent shall add the language above to any supplement or amendment to this Agreement DRS Advices issued in accordance connection with the terms hereof, the reference to this Agreement in the foregoing legend shall mean the Agreement as so supplemented or amendedCommon Shares. Until the Distribution Date, the Rights associated with the Common Stock represented by certificates containing Shares of the foregoing legend Company shall be evidenced by such certificates Common Shares alone, and the surrender for transfer of any of such certificates Common Shares shall also constitute the transfer of the Rights associated with the Common Stock Shares of the Company represented by thereby. In the event that the Company purchases or acquires any Common Shares of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such certificateCommon Shares of the Company shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares of the Company which are no longer outstanding. The Company shall take such action as shall be reasonably necessary to implement the foregoing.

Issue of Right Certificates. (a) Until the Distribution earlier of (i) the close of business on the tenth calendar day after the Shares Acquisition Date (or, if the tenth calendar day after the Shares Acquisition Date occurs before the Second Record Date, the close of business on the Second Record Date) and (iii) the close of business on the tenth calendar day (or such later date as may be determined by action of the Board (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock, the Series A Preferred Stock and the Series B Preferred Stock registered in the names of the holders of the Common Stock, the Series A Preferred Stock and the Series B Preferred Stock (which certificates for the Common Stock, the Series A Preferred Stock and the Series B Preferred Stock shall be deemed also to be Right Certificates) and not by separate Right Certificates, and (iiy) the right to receive Right Certificates will be transferable only in connection with the transfer of the Common Stock, the Series A Preferred Stock or the Series B Preferred Stock, as the case may be. 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 expenseexpense and upon receipt by it of all relevant information, will send by first-class, postage prepaid mail, to each record holder of Common Stock, the Common Series A Preferred Stock and the Series B Preferred 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 heretohereto (the "Right Certificate"), evidencing one Right for each share of the Common Stock, 4.167 Rights for each share of Series A Preferred Stock and 4.545 Rights for each share of Series B Preferred 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 Preferred Stock, in substantially the form attached hereto as Exhibit C (the "Summary of Rights"), by first-class, postage 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. As soon as practicable following the Second Record Date, the Company will send a copy of the Summary of Rights, by first-class, postage prepaid mail, to each record holder of Series A Preferred Stock and Series B Preferred Stock as of the close of business on the Second 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 and certificates for Series A Preferred Stock and certificates for Series B Preferred Stock outstanding as of the Second Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock, Series A Preferred Stock or Series B Preferred Stock, as the case may be, and the registered holders of the Common Stock, Series A Preferred Stock or Series B Preferred Stock, as the case may be, 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 or the surrender for transfer of any of the certificates for Series A Preferred Stock or certificates for the Series B Preferred Stock outstanding on the Second Record Date shall also constitute the transfer of the Rights associated with the Common Stock, Series A Preferred Stock or Series B Preferred Stock, as the case may be, represented by such certificate. (c) Rights shall be issued in respect of all shares of Common Stock, Series A Preferred Stock or Series B Preferred Stock, as the case may be, issued after the Record Date but prior to the earlier of the Distribution Date or and the Expiration DateDate (as such term is defined in Section 7), or, in certain circumstances provided in Section 22 21 hereof, after the Distribution Date. Certificates representing such shares of Common Stock, Series A Preferred Stock or Series B Preferred Stock, as the case may be, 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 Anchor Glass Container Corporation and Continental Stock Transfer & RUBBER COMPANY and EQUISERVE TRUST COMPANY, N.A., as Rights Agent, dated as of April 15, 2002 Trust Company (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 COMPANYAnchor Glass Container Corporation. 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 Anchor Glass Container Corporation will mail to the holder of this certificate a copy of the Rights Agreement (as in effect on the date of mailing) mailing without charge promptly within five Business Days after receipt of a written request therefor. Under certain circumstances, Rights which are or were beneficially owned by an Acquiring Persons or their Affiliates or Associates (as such terms are defined Person and certain other persons will be null and void under certain circumstances set forth in the Rights Agreement), and any subsequent holder of such Rights, may become null and void. 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, Series A Preferred Stock or Series B Preferred Stock, as the case may be, 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, Series A Preferred Stock or Series B Preferred Stock, as the case may be, represented by such certificate. In the event that the Company purchases or acquires any shares of Common Stock after the Record Date, or shares of Series A Preferred Stock or Series B Preferred Stock after the Second Record Date, but prior to the Distribution Date (including any acquisition of Series A Preferred Stock or Series B Preferred Stock by reason of conversion of Series A Preferred Stock or Series B Preferred Stock), any Rights associated with such Common Stock, Series A Preferred Stock or Series B Preferred Stock, as the case may be, shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock, Series A Preferred Stock or Series B Preferred Stock, as the case may be, which are no longer outstanding. The failure to print the foregoing legend on any such Common Stock certificate, Series A Preferred Stock certificate or Series B Preferred Stock certificate or any other defect therein shall not affect in any manner whatsoever the application or interpretation of the provisions of Section 7(e) hereof.

Issue of Right Certificates. (a) Until the Distribution Date, (i) the Rights will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock thereof (which certificates for the Common Stock shall also 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 StockShares. As soon as practicable after receipt by the Rights Agent of written notice from the Company of the Distribution Date, the Corporation will prepare and execute, the Rights AgentAgent will countersign, at and the Company's expense, Corporation will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, postage postage-prepaid mail, to each record holder of the Common Stock Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the CompanyCorporation, a Right Certificate, in substantially the form of Exhibit B heretoA hereto (a "Right Certificate"), evidencing one Right for each share of the Common Stock Share 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 CertificatesCertificates or brokers' due bills. (b) As soon as practicable following On the Record Date, or as soon as practicable thereafter, the Company Corporation will send a copy of a Summary of Rights to Purchase Common StockShares, in substantially the form attached of Exhibit B hereto as Exhibit C (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of the Common Stock Shares as of the close of business on the Record Date, at the address of such holder shown on the records of the CompanyCorporation. With respect to certificates for the Common Stock Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for registered in the Common Stock, and the registered holders names of the Common Stock shall also be the registered holders thereof together with a copy of the associated RightsSummary of Rights attached thereto. Until the Distribution Date (or the earlier redemption or expiration of the RightsRedemption Date or the Final Expiration Date), the surrender for transfer of any of the certificates certificate for the Common Stock Shares outstanding on the Record Date Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificatethereby. (c) Rights shall be issued Certificates for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in respect the last sentence of all shares of Common Stock issued this paragraph (c)) after the Record Date but prior to the earlier earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares of Common Stock Date 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 rights as set forth in a Amended and Restated Rights Agreement between THE GOODYEAR TIRE & RUBBER COMPANY Union Acceptance Corporation and EQUISERVE TRUST COMPANYComputershare Investor Services, N.A.LLC, as Rights Agent, dated as of April 15November 13, 2002 2001 (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 COMPANYUnion Acceptance Corporation. 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 Union Acceptance Corporation 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 circumstancesAs described in the Rights Agreement, Rights which are or were beneficially owned by issued to any Person who becomes an Acquiring Persons or their Affiliates or Associates Person (as such terms are defined in the Rights Agreement), and any subsequent holder of such Rights, may ) shall become null and void. After the due execution of any supplement or amendment With respect to this Agreement in accordance with the terms hereof, the reference to this Agreement in such certificates containing the foregoing legend shall mean the Agreement as so supplemented or amended. Until legend, until the Distribution Date, the Rights associated with the Common Stock Shares represented by such certificates containing the foregoing legend shall be evidenced by such certificates alone, and the surrender for transfer of any of such certificates certificate shall also constitute the transfer of the Rights associated with the Common Stock Shares represented by thereby. In the event that the Corporation purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such certificateCommon Shares shall be deemed cancelled and retired so that the Corporation shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding.

Issue of Right Certificates. (a) Until the Distribution Date, Date (i) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 33(b)) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock (which certificates for the Common Stock shall be deemed also to be Right Certificates) thereof and not by separate Right Certificates, and (ii) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the Common StockShares. As soon as practicable after receipt by the Rights Agent of written notice from the Company of the Distribution Date, the Company will prepare and execute, the Rights AgentAgent will countersign, at and the Company's expense, Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, postage insured, postage–prepaid mail, to each record holder of the Common Stock Shares as of the close of business on the “Distribution Date” (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person), at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B heretohereto (a “Right Certificate”), evidencing one Right for each share of the Common Stock so held, (subject to adjustment as provided herein) for each Common Share so held. As of and after the close of business on the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) As On the Record Date, or as soon as practicable following the Record Datethereafter, the Company will send a copy of a Summary of Rights to Purchase Common Shares of Preferred Stock, in substantially the form attached hereto as Form of Exhibit C hereto (the "“Summary of Rights"”), by first–class, postage–prepaid mail, to each record holder of the Common Stock Shares as of the close of business on the Record DateDate (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for registered in the Common Stock, and the registered holders names of the Common Stock shall also be holders thereof together with the registered holders Summary of the associated Rights. Until the Distribution Date (or the earlier redemption or expiration of the RightsRedemption Date or the Final Expiration Date), the surrender for transfer of any of the certificates certificate for the Common Stock Shares outstanding on the Record Date shall Date, with or without a copy of the Summary of Rights, will also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificatethereby. (c) Rights shall be Certificates issued in respect of all shares of for Common Stock issued Shares after the Record Date but prior to the earlier earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares of Common Stock shall Date will 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 THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE GOODYEAR TIRE & RUBBER COMPANY and EQUISERVE TRUST COMPANYHOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN PINNACLE AIRLINES CORP. AND [U.S. BANK, N.A.], as Rights AgentDATED _________, dated as of April 15, 2002 20__ AS THE SAME MAY BE AMENDED FROM TIME TO TIME (the "Rights Agreement"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 COMPANYTERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF PINNACLE AIRLINES CORP. Under certain circumstancesUNDER CERTAIN CIRCUMSTANCES, as set forth in the Rights AgreementAS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. PINNACLE AIRLINES CORP. WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE AFTER RECEIPT OF A WRITTEN REQUEST THEREFORE. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS OWNED BY OR TRANSFERRED TO ANY PERSON WHO BECOMES AN ACQUIRING PERSON (AS DEFINED IN THE RIGHTS AGREEMENT) AND CERTAIN TRANSFEREES THEREOF WILL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE. With respect to 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. After the due execution of any supplement or amendment to this Agreement in accordance with the terms hereof, the reference to this Agreement in containing the foregoing legend shall mean the Agreement as so supplemented or amended. Until legend, until the Distribution Date, the Rights associated with the Common Stock Shares represented by such certificates containing the foregoing legend shall will be evidenced by such certificates alone, and the surrender for transfer of any of such certificates shall certificate, except as otherwise provided herein, will also constitute the transfer of the Rights associated with the Common Stock Shares represented by thereby. In the event that the Company purchases or otherwise acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such certificateCommon Shares will be deemed cancelled and retired so that the Company will not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding. (d) Notwithstanding Section 3(c), the omission of a legend will not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Right Certificates. (a) Until the close of business on the Distribution Date, (ix) the Rights will be evidenced (subject to the provisions of paragraph (bexcept as otherwise provided in Section 3(b) of this Section 3hereof) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for the Common Stock shall also be deemed also to be Right Certificates) and not by separate Right Certificates, as more fully set forth below, and (iiy) 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 Company has notified the Rights Agent of written notice from the Company occurrence of the Distribution Date, the Rights AgentAgent will send, at the Company's expense, will send by first-class, insured, 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 A 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 On March 31, 1986 or as soon as practicable following the Record Datethereafter, the Company will send a copy of a Summary of Rights to Purchase Common Stock, in substantially the form attached of Exhibit B hereto as Exhibit C (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Record DateMarch 31, 1986, 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 Dateon or after March 31, 1986, until the close of business on the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock, and Stock registered in the registered names of the record holders of the Common Stock shall also be the registered holders of the associated RightsStock. Until the close of business on the Distribution Date (or earlier redemption or expiration of the Rights)Date, the surrender for transfer of any of the certificates for the Common Stock outstanding on or after March 31, 1986, with or without a copy of the Record Date Summary of Rights attached thereto and without regard to any legend set forth (or not set forth) thereon, 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 Certificates for the Common Stock issued after the Record Date February 19, 1996, but prior to the earlier of the close of business on the Distribution Date or the Expiration Date or the Final 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 a certain Right or Rights as set forth in a Amended and Restated Rights Agreement between THE GOODYEAR TIRE Mallinckrodt Group Inc. (formerly International Minerals & RUBBER COMPANY Chemical Corporation) and EQUISERVE TRUST COMPANY, N.A., as Rights Agentthe First National Bank of Chicago, dated as of March 19, 1986, as amended and restated on March 10, 1989, as further amended on April 1517, 2002 1991 and as further amended and restated on February 19, 1996 (as it may be further amended, 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. Mallinckrodt Group Inc. Under certain circumstances, as set forth in the Rights Agreement, such Right or Rights will may be redeemed, may expire, may be exchanged for shares of Common Stock or other securities or assets of the Company, may become void (if they are "Beneficially Owned" by an "Acquiring Person" or an Affiliate or Associate thereof, as such terms are defined in the Rights Agreement, or by any transferee of the foregoing) or may be evidenced by separate certificates and will certificates, at which time it or they shall no longer be evidenced by this certificate. THE GOODYEAR TIRE & RUBBER COMPANY For so long as this certificate represents an exercisable Right or Rights, Mallinckrodt Group Inc. 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 within five business days 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. 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.

Issue of Right Certificates. (a) Until the Distribution Date, earlier of (i) the Rights will be evidenced (subject to tenth day after 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 for the Common Stock shall be deemed also to be Right Certificates) and not by separate Right Certificates, and Share Acquisition Date or (ii) the right to receive Right Certificates will tenth Business Day (or such later date as may be transferable only in connection with the transfer determined by action of the Common Stock. As Board of Directors of the Company prior to such time that any Person becomes an Acquiring Person) after the date of the commencement of, or first public (b) On December 16, 1996 or as soon as practicable after receipt by the Rights Agent of written notice from thereafter, the Company of the Distribution Date, the Rights Agent, at the Company's expense, will send a copy of a Summary of Rights to Purchase Preferred Stock, in substantially the form attached hereto as Exhibit C hereto (the "Summary of Rights"), by first-first class, postage postage-prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution DateDecember 16, 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 Date1996, 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 DateDecember 16, 1996, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock, and Stock registered in the registered names of the holders of the Common Stock shall also be the registered holders together with a copy of the associated RightsSummary of Rights attached thereto. Until the Distribution Date (or the earlier redemption or expiration of the RightsRedemption Date or the Final Expiration Date), the surrender for transfer of any of the certificates for the Common Stock outstanding on December 16, 1996, with or without a copy of the Record Date Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificatethereby. (c) Rights shall be issued in respect of all shares of Certificates for the Common Stock issued after the Record Date December 16, 1996 but prior to the earlier earliest of the Distribution Date or the Redemption Date or the Final Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares of Common Stock Date 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 SOFTWARE SPECTRUM, INC. and EQUISERVE TRUST COMPANYKeyCorp Shareholder Services, N.A., as Rights AgentInc., dated as of April 15December 13, 2002 1996 (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 COMPANYSOFTWARE SPECTRUM, INC. 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 KeyCorp Shareholder With respect 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. After the due execution of any supplement or amendment to this Agreement in accordance with the terms hereof, the reference to this Agreement in certificates containing the foregoing legend shall mean the Agreement as so supplemented or amended. Until legend, until the Distribution Date, the Rights associated with the Common Stock represented by such 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 certificatecertificates. In the event that the Company purchases or acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding.

Issue of Right Certificates. (a) Until the Distribution Date, (i) the Rights will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock thereof (which certificates for the Common Stock shall also 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 StockShares. As soon as practicable after receipt by the Rights Agent of written notice from the Company of the Distribution Date, the Corporation will prepare and execute, the Rights AgentAgent will countersign, at and the Company's expense, Corporation will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, postage postage- prepaid mailmaid, to each record holder of the Common Stock Shares as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the records of the CompanyCorporation, a Right Certificate, in substantially the form of Exhibit B heretoA hereto (a "Right Certificate"), evidencing one Right for each share of the Common Stock Share 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 On the Record Date, or as soon as practicable thereafter, the Company Corporation will send a copy of a Summary of Rights to Purchase Common StockShares, in substantially the form attached of Exhibit B hereto as Exhibit C (the "Summary of Rights"), by first- class, postage-prepaid mail, to each record holder of the Common Stock Shares as of the close of business on the Record Date, at the address of such holder shown on the records of the CompanyCorporation. With respect to certificates for the Common Stock Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for registered in the Common Stock, and the registered holders names of the Common Stock shall also be the registered holders of the associated Rightsthereof. Until the Distribution Date (or the earlier redemption or expiration of the RightsRedemption Date or the Final Expiration Date), the surrender for transfer of any of the certificates certificate for the Common Stock Shares outstanding on the Record Date Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificatethereby. (c) Rights shall be issued Certificates for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in respect the last sentence of all shares of Common Stock issued this paragraph (c)) after the Record Date but prior to the earlier earliest of the Distribution Date or the Expiration Date, or, in certain circumstances the date the Rights are redeemed as provided in Section 22 hereof, after 23 hereof (the Distribution "Redemption Date. Certificates representing such shares of Common Stock ") or the Final Expiration Date 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 rights as set forth in a Amended and Restated Rights Agreement between THE GOODYEAR TIRE & RUBBER COMPANY IPALCO Enterprises, Inc. and EQUISERVE TRUST COMPANY, N.A., as Rights AgentFirst Chicago Trust Company of New York, dated as of April 15June 28, 2002 1990 (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. IPALCO Enterprises, Inc. 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 IPALCO Enterprises, Inc. 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 circumstancesAs described in the Rights Agreement, Rights which are or were beneficially owned by issued to any Person who becomes an Acquiring Persons or their Affiliates or Associates Person (as such terms are defined in the Rights Agreement), and any subsequent holder of such Rights, may ) shall become null and void. After the due execution of any supplement or amendment With respect to this Agreement in accordance with the terms hereof, the reference to this Agreement in such certificates containing the foregoing legend shall mean the Agreement as so supplemented or amended. Until legend, until the Distribution Date, the Rights associated with the Common Stock Shares represented by such certificates containing the foregoing legend shall be evidenced by such certificates alone, and the surrender for transfer of any of such certificates certificate shall also constitute the transfer of the Rights associated with the Common Stock Shares represented by thereby. Following the date of the amendment and restatement of this Agreement, such certificatecertificates may, but shall not be required to, bear a legend reflecting such amendment and restatement. In the event that the Corporation purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed cancelled and retired so that the Corporation shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding. Notwithstanding this Section 3(c), neither the omission of a legend nor the inclusion of a legend that makes reference to a rights agreement other than this Agreement shall affect the enforceability of any part of this Agreement or the rights of any holder of Rights.

Issue of Right Certificates. (a) Until From and after January 9, 1998 until the Distribution Date, (i) the outstanding Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the outstanding Common Stock registered in the names Shares of the holders of the Common Stock (which certificates for the Common Stock shall be deemed also to be Right Certificates) Company and not by separate Right Certificates, and (ii) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Shares of the Common StockCompany. As soon as practicable after receipt by the Rights Agent of written notice from the Company of the Distribution Date, the Rights AgentAgent will send, at the Company's expense, will send by first-class, postage insured, postage-prepaid mail, to each record holder of Common Shares of the Common Stock Company as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the stock transfer records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto, Certificate evidencing one Right for each share of the Common Stock Share so held, subject to adjustment as provided herein. As of From and after the close of business on the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) As On January 16, 1998 or as soon thereafter as practicable following the Record Datepracticable, 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 first-class, postage-prepaid mail, to each record holder of Common Shares of the Common Stock Company as of the close Close of business Business on the Record DateJanuary 9, 1998 at the address of such holder shown on the stock transfer records of the Company. With respect to Common Shares outstanding on January 9, 1998, the certificates for evidencing such Common Shares shall thereafter also evidence the Common Stock outstanding Rights (as such Rights may be amended or supplemented) distributed with respect thereto until the earlier of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock, Date and the registered holders date of surrender thereof to the Company's transfer agent for registration of transfer or exchange of Common Stock shall also be the registered holders of the associated RightsShares. Until the Distribution Date (or, if earlier, the Redemption Date or earlier redemption or expiration of the RightsFinal Expiration Date), the surrender for registration of transfer or exchange of any certificate for Common Shares outstanding as of the certificates for Close of Business on January 9, 1998 with or without a copy of the Common Stock outstanding on the Record Date Summary of Rights attached thereto, shall also constitute the surrender for registration of transfer or exchange of the outstanding Rights associated with the Common Stock Shares represented by such certificatethereby. (c) Rights The Company agrees that, at any time after January 9, 1998 and prior to the Distribution Date (or, if earlier, the Redemption Date or Final Expiration Date) at which it issues any of its Common Shares upon original issue or out of treasury, it will concurrently distribute to the holder of such Common Shares one Right for each such Common Share, which Right shall be issued in respect subject to the terms and provisions of all shares this Agreement and will evidence the right to purchase one-third (1/3) of a Common Stock Share at the same Purchase Price as the Rights then outstanding. (d) Certificates for Common Shares issued after the Record Date January 9, 1998 but prior to the earlier earliest of the Distribution Date, the Redemption Date or and the Final Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares whether upon registration of transfer or exchange of Common Stock Shares outstanding on January 9, 1998 or upon original issue or out of treasury thereafter, 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 AgentAgreement, dated as of April 15, 2002 [ ] (the "Rights Agreement"), between Pharmaceutical Marketing Services Inc. and Harris Trust Company, the terms of which are hereby incorporated inxxxxxxated herein by reference and a copy of which is on file at the principal executive offices of THE GOODYEAR TIRE & RUBBER COMPANY. Pharmaceutical marketing Services Inc. 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 Pharmaceutical Marketing Services Inc. 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 circumstancesAs described in the Rights Agreement, Rights which are issued to or were beneficially owned acquired by any Acquiring Persons Person or their Affiliates any Affiliate or Associates Associate thereof (each as such terms are defined in the Rights Agreement)) shall, and any subsequent holder of such Rightsunder certain circumstances, may become null and void. After the due execution of any supplement or amendment With respect to this Agreement in accordance with the terms hereof, the reference to this Agreement in certificates containing the foregoing legend shall mean the Agreement as so supplemented or amended. Until legend, until the Distribution Date, the outstanding Rights associated with the Common Stock Shares represented by such certificates containing the foregoing legend shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate for registration of such certificates transfer or exchange of the Common Shares evidenced thereby shall also constitute surrender for registration of transfer or exchange of outstanding Rights (as such Rights may be amended or supplemented) associated with the transfer Common Shares represented thereby. (e) If the Company purchases or acquires any of its Common Shares after January 9, 1998 but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock represented by such certificateShares that are no longer outstanding.

Issue of Right Certificates. (a) Until the Distribution Date, close of business on (i) the 20th calendar day after the occurrence of a Shares Acquisition Date or (ii) any earlier date designated by the Board of Directors of the Company (the earlier of these dates being herein referred to as the "Distribution Date"), the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 33(b)) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock Shares (which certificates for the Common Stock Shares shall also be deemed also to be Right Certificatescertificates) and not by separate Right Certificatescertificates, and (ii) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the Common StockShares on the transfer books of the Company maintained by the Company or its appointed transfer agent. As soon as practicable after receipt by the Rights Agent of written notice from the Company of the Distribution Date, the Rights AgentAgent will send, at the Company's expense, will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock Shares as of the close of business on the Distribution Date, Date at the address of such holder shown on the records of the Company, a Right Certificatecertificate, in substantially the form of Exhibit B heretohereto ("Right Certificate"), evidencing one Right for each share Common Share held of record as of the Common Stock so held, subject to adjustment as provided hereinclose of business on the Distribution Date. 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 after the Record Datedate of this Agreement, the Company will send a copy of a Summary of Rights to Purchase Common StockShares, in substantially the form attached hereto as Exhibit C (the "Summary of Rights"), by prepaid mail, ) to each record holder of Common Shares. Until the Common Stock as Distribution Date (or the earlier redemption or expiration 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 DateRights), the Rights will be evidenced by such the certificates for the associated Common Stock, and the registered holders of the Common Stock shall also be the registered holders of the associated RightsShares. Until the Distribution Date (or the earlier redemption or expiration of the Rights), the surrender for transfer of any of the certificates for outstanding Common Shares, with or without a copy of the Common Stock outstanding on the Record Date Summary of Rights, shall also constitute the surrender for transfer of the Rights associated with the Common Stock Shares represented by such certificate. (c) Rights shall be issued in respect of all shares Common Shares issued or surrendered for transfer or exchange after the Record Date but prior to the earlier of the occurrence of a Shares Acquisition Date, the Expiration Date, or the Final Expiration Date (as such terms are defined in Section 7). Certificates representing Common Stock Shares issued or surrendered for transfer or exchange after the Record Date but prior to the earlier of the Distribution Date or Date, the Expiration Date, or, in certain circumstances provided in Section 22 hereof, after or the Distribution Date. Certificates representing such shares of Common Stock Final Expiration Date shall have impressed on, printed on, written on 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 Nordson Corporation and EQUISERVE TRUST COMPANY, N.A., as a Rights Agent, dated as of April 15, 2002 amended from time to time (the "Restated Rights AgreementAgreements"), the terms of which are hereby incorporated herein in this certificate by reference and a copy of which is on file at the principal executive offices of THE GOODYEAR TIRE & RUBBER COMPANYNordson Corporation. Under certain circumstances, as set forth in the Restated Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. THE GOODYEAR TIRE & RUBBER COMPANY Nordson Corporation will mail to the holder of this certificate a copy of the Restated 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 that are or were beneficially owned by an Acquiring Persons Person or their Affiliates an Affiliate or Associates Associate of an Acquiring Person (as such terms are defined in the Restated Rights Agreement), ) and any subsequent holder of such Rights, Rights may become null and void. 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 Shares represented by certificates containing the foregoing legend shall be evidenced by such certificates alone, and the surrender for transfer of any of such certificates certificate shall also constitute the surrender for transfer of the Rights associated with the Common Stock Shares represented by such certificate.

Issue of Right Certificates. (a) Until the Distribution Date, (ix) 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 for the Common Stock shall be deemed also to be Right Certificatescertificates for Rights) and not by separate Right CertificatesCertificates (as hereinafter defined), and (iiy) the Rights (and the right to receive Right Certificates Certificates) will be transferable only in connection with the transfer of the Common Stock. The Company will notify the Rights Agent in writing of the date of the Distribution Date. As soon as practicable after receipt by of such notice, the Rights Agent of written notice from the Company of the Distribution Date, the Rights Agentwill, at the expense of the Company's expense, will send by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificateone or more certificates for Rights, in substantially the form of Exhibit B heretohereto (each, a "Right Certificate"), evidencing one Right for each share of the Common Stock so held, subject to adjustment as provided hereinherein and to the provisions of Section 14(a) hereof. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Right Certificates the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. 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 after the Record Date, the Company will send a copy of a Summary of Rights to Purchase Common Preferred 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 Close of business 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 earlier of the Distribution Date, Date or the Expiration Date (as hereinafter defined) the Rights will be evidenced by such certificates for the Common Stock, with or without a copy of the Summary of Rights attached thereto, and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earliest of the Distribution Date, the Expiration Date and the Final Expiration Date (or earlier redemption or expiration of the Rightsas hereinafter defined), the surrender for transfer of any of the certificates for the representing shares of Common Stock outstanding on in respect of which Rights have been issued, with or without a copy of the Record Date Summary of Rights attached thereto, 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 (or delivered from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date, or, (except in certain circumstances as provided in Section 22 hereof) prior to the earliest of the Expiration Date, after the Distribution Date and the Final Expiration Date. Certificates representing such shares of Common Stock shall have impressed on, printed on, written on or otherwise affixed also be deemed to them be certificates for Rights and shall bear 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 Kuhlman Corporation and EQUISERVE TRUST COMPANY, N.A., as Rights Harris Trust and Savings Bank (txx "Xxghts Agent, ") dated as of April 1530, 2002 1997 (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 COMPANYKuhlman Corporation. 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 After receipt of a written request, the Company will promptly 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 thereforcharge. Under certain circumstances, Rights which are issued to or were beneficially owned held by any Person who is, was or becomes an Acquiring Persons Person or their Affiliates its Affiliate or Associates Associate (as such terms are defined in the Rights Agreement), and whether currently held by or on behalf of such Persons or by any subsequent holder of such Rights, may become null and void. After the due execution of any supplement or amendment to this Agreement in accordance with the terms hereofAgreement, the reference references 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, the registered holders of Common Stock shall also be the registered holders of the associated Rights, 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.

Issue of Right Certificates. (a) Until the Distribution Date, Date (i) the Rights will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the certificates for representing the Common Stock Shares registered in the names of the holders of the Common Stock Shares (which certificates for the Common Stock shall be deemed also to be Right Certificatescertificates for the associated Rights) and not by separate Right Certificates, Certificates and (ii) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the associated Common StockShares. The Corporation shall give the Rights Agent prompt written notice of the Distribution Date. As soon as practicable after receipt by the Rights Agent of written notice from the Company of the Distribution Date, and receipt of written notice of the Distribution Date from the Corporation, the Rights AgentAgent will, at the CompanyCorporation's expense, will send send, by first-class, postage prepaid mail, to each record holder of the Common Stock Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records register of shares of the CompanyCorporation, a Right Certificateright certificate, in substantially the form of Exhibit B heretohereto (a "Right Certificate"), evidencing one Right for each share that number of Rights to which such holder is entitled in accordance with the provisions of this Agreement. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Sections 11(i) or 11(o) hereof, at the time of distribution of the Common Stock Right Certificates the Corporation shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so held, subject to adjustment as provided hereinthat Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the close of business on the Distribution Date, the Rights will be evidenced solely by such Right Certificates. The Rights are exercisable only in accordance with the provisions of Section 7 hereof and are redeemable only in accordance with Section 23 hereof. (b) As soon as practicable following Until the Record Date, the Company will send a copy earlier 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 and the Rights)Expiration Date, the surrender for transfer of any of the certificates for the representing Common Stock Shares outstanding on the Record Declaration Date shall also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificate. (c) Rights shall be issued in respect of all shares of Common Stock Shares issued after the Record Declaration Date but prior to the earlier of the Distribution Date or and the Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares Common Shares and certificates issued on transfer of Common Stock Shares after the Declaration Date but prior to the earlier to occur of the dates mentioned in the preceding sentence shall have impressed onbe deemed also to be certificates for the associated Rights, printed on, written on or otherwise affixed to them and shall bear the following legend: legend (or a legend substantially in the form thereof): 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 the issuer and EQUISERVE TRUST COMPANY, N.A.The Bank of New York, as Rights Agent (the "Rights Agent"), dated as of April 15July 31, 2002 1998 (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 COMPANYthe issuer and the designated office of the Rights Agent. 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 The Corporation 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 circumstancescircumstances as set forth in the Rights Agreement, Rights which are issued to or were beneficially owned held by any Person who is, was or becomes an Acquiring Persons Person or their Affiliates or Associates any Affiliate thereof (as each such terms are term is defined in the Rights Agreement), and any subsequent holder whether currently held by or on behalf of such RightsPerson or by certain subsequent holders, may become null and void. After the due execution of any supplement With respect to certificates representing Common Shares (whether or amendment to this Agreement in accordance with the terms hereof, the reference to this Agreement in not such certificates include the foregoing legend shall mean legend) until the Agreement as so supplemented or amended. Until earlier of the Distribution Date and the Expiration Date, the Rights associated with the Common Stock Shares represented by such 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 Shares represented by such certificate. (d) In addition, the Corporation agrees to issue one Right (as such number may be adjusted in accordance with Sections 11(c) or 11(n) hereof) in conjunction with the issuance of any Common Shares reserved for issuance on the Distribution Date and issued (i) on or after the Distribution Date and (ii) prior to the Expiration Date (such Rights to be issued to the Person to whom such Common Shares are issued).

Issue of Right Certificates. (a) Until From and after the Record Date until the Distribution Date, (i) the outstanding Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the outstanding Common Stock registered in the names Shares of the holders of the Common Stock (which certificates for the Common Stock shall be deemed also to be Right Certificates) Company and not by separate Right Certificates, and (ii) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Shares of the Common StockCompany. As soon as practicable after receipt by the Rights Agent of written notice from the Company of the Distribution Date, the Rights AgentAgent will send, at the Company's expense, will send by first-class, postage postage-prepaid mail, to each record holder of Common Shares of the Common Stock Company as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the stock transfer records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto, Certificate evidencing one Right for each share of the Common Stock Share so held, subject to adjustment as provided herein. As of From 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 after 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 first-class, postage-prepaid mail, to each record holder of Common Shares of the Common Stock Company as of the close Close of business Business on the Record Date, at the address of such holder shown on the stock transfer records of the Company. With respect to certificates for the Common Stock Shares outstanding as of on the Record Date, the certificates evidencing such Common Shares shall, together with copies of such Summary of Rights, thereafter also evidence the outstanding Rights (as such Rights may be amended or supplemented) distributed with respect thereto until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock, and the registered holders earlier of the Distribution Date or the date of surrender thereof to the Company's transfer agent for registration of transfer or exchange of Common Stock shall also be the registered holders of the associated RightsShares. Until the Distribution Date (or, if earlier, the Redemption Date or earlier redemption or expiration of the RightsFinal Expiration Date), the surrender for registration of transfer or exchange of any certificate for Common Shares outstanding as of the certificates for the Common Stock outstanding Close of Business on the Record Date Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the surrender for registration of transfer or exchange of the outstanding Rights associated with the Common Stock Shares represented by such certificatethereby. (c) Rights The Company agrees that, at any time after the Record Date and prior to the Distribution Date (or, if earlier, the Redemption Date or Final Expiration Date) at which it issues any of its Common Shares upon original issue or out of treasury, it will concurrently distribute to the holder of such Common Shares one Right for each such Common Share, which Right shall be issued in respect subject to the terms and provisions of all shares this Agreement and will evidence the right to purchase the same number of Common Stock Shares at the same Purchase Price as the Rights then outstanding. (d) Certificates for Common Shares issued after the Record Date but prior to the earlier earliest of the Distribution Date, the Redemption Date or and the Final Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares whether upon registration of transfer or exchange of Common Stock Shares outstanding on the Record Date or upon original issue or out of treasury thereafter, 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 Xxxxxxx Piano & RUBBER COMPANY Organ Company and EQUISERVE TRUST COMPANY, N.A., as Rights AgentThe Provident Bank, dated as of April 15October 12, 2002 1998 (as such may be amended from time to time, 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 Xxxxxxx Piano & RUBBER COMPANYOrgan 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 Xxxxxxx Piano & RUBBER COMPANY Organ 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 circumstancesAs described in the Rights Agreement, Rights which are issued to or were beneficially owned acquired by any Acquiring Persons Person or their Affiliates any Affiliate or Associates Associate thereof (each as such terms are defined in the Rights Agreement)) shall, and any subsequent holder of such Rightsunder certain circumstances, may become null and void. After the due execution of any supplement or amendment With respect to this Agreement in accordance with the terms hereof, the reference to this Agreement in certificates containing the foregoing legend shall mean the Agreement as so supplemented or amended. Until legend, until the Distribution Date, the outstanding Rights associated with the Common Stock Shares represented by such certificates containing the foregoing legend shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate for registration of such certificates transfer or exchange of the Common Shares evidenced thereby shall also constitute surrender for registration of transfer or exchange of outstanding Rights (as such Rights may be amended or supplemented) associated with the transfer Common Shares represented thereby. (e) If the Company purchases or acquires any of its Common Shares after the Record Date, but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock represented by such certificateShares which are no longer outstanding.

Issue of Right Certificates. (a) Until the Distribution Datetenth day after the Shares Acquisition Date (such tenth day being herein referred to as the "DISTRIBUTION DATE"), (ix) the Rights will be evidenced (subject to the provisions of paragraph (bSECTION 3(b) of this Section 3hereof) by the certificates for Common Shares of the Common Stock Company registered in the names of the holders of the Common Stock thereof (which certificates for the Common Stock Shares shall also be deemed also to be include Right Certificates) and not by separate Right CertificatesCertificates (as hereinafter defined), and (iiy) the right to receive Right Certificates will be transferable only in connection with the associated transfer of Common Shares of the Common StockCompany. As soon as practicable after receipt by the Rights Agent of written notice from the Company of the Distribution Date, the Company will prepare and execute, the Rights AgentAgent will countersign, at and the Company's expense, Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, postage insured, postage-prepaid mail, to each record holder of Common Shares of the Common Stock Company as of the close Close of business 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 heretoEXHIBIT A hereto (a "RIGHT CERTIFICATE"), evidencing one Right for each share Common Share of the Common Stock Company so held, held (subject to adjustment as provided hereinin this Agreement). 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 DateIf requested, the Company will send a copy of a Summary of Rights to Purchase Common StockRights, in substantially the form attached of EXHIBIT B hereto as Exhibit C (the "Summary of RightsSUMMARY OF RIGHTS"), by first-class, postage-prepaid mail, to each a record holder of Common Shares of the Common Stock Company as of the close Close of business Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares of the Common Stock Company outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Common Shares registered in the Common Stock, and the registered holders names of the Common Stock shall also be the registered holders thereof together with a copy of the associated RightsSummary of Rights which shall be deemed attached thereto. The Company shall take such action as shall be reasonably necessary to implement the foregoing. Until the Distribution Date (or the earlier redemption or expiration of the RightsRedemption Date or the Final Expiration Date), the surrender for transfer of any Common Shares of the certificates for the Common Stock Company outstanding on the Record Date Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock Shares of the Company represented by such certificatethereby. (c) Rights shall be issued Common Shares of the Company which become outstanding (including, without limitation, reacquired Common Shares of the Company referred to in respect the penultimate sentence of all shares of Common Stock issued this paragraph (c)) after the Record Date but prior to the earlier earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares of Common Stock Date shall be deemed to have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate These shares also evidences evidence and entitles entitle the holder hereof to certain Rights rights as set forth in a Amended and Restated Rights Agreement between THE GOODYEAR TIRE & RUBBER COMPANY Xxxxxxxxx Xxxxxx Real Estate Income Fund Inc. (the "COMPANY") and EQUISERVE TRUST COMPANY, N.A., as Rights Agent, The Bank of New York (the "RIGHTS AGENT") dated as of April 15November 30, 2002 2006 (the "Rights AgreementRIGHTS 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 COMPANYthe 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 certificatethese shares. THE GOODYEAR TIRE & RUBBER COMPANY The Company will mail to the holder of this certificate these shares 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, as set forth in the Rights which are or were beneficially owned by Agreement, Rights issued to any Person who becomes an Acquiring Persons or their Affiliates or Associates Person (as such terms are defined in the Rights Agreement), and any subsequent holder of such Rights, ) may become null and void. After In addition, to the due execution of extent reasonably practicable, the Rights Agent shall add the language above to any supplement or amendment to this Agreement DRS Advices issued in accordance connection with the terms hereof, the reference to this Agreement in the foregoing legend shall mean the Agreement as so supplemented or amendedCommon Shares. Until the Distribution Date, the Rights associated with the Common Stock represented by certificates containing Shares of the foregoing legend Company shall be evidenced by such certificates Common Shares alone, and the surrender for transfer of any of such certificates Common Shares shall also constitute the transfer of the Rights associated with the Common Stock Shares of the Company represented by thereby. In the event that the Company purchases or acquires any Common Shares of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such certificateCommon Shares of the Company shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares of the Company which are no longer outstanding. The Company shall take such action as shall be reasonably necessary to implement the foregoing.

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 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 AgentAgent will send, 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 Close of business 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, Certificate 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. The Company will promptly notify the Rights Agent of the occurrence of a Distribution Date. (b) As On July 21, 2000 or as soon as practicable following after the Record Date, the Company will send a copy of a Summary of Rights to Purchase Common Stockby first-class, in substantially the form attached hereto as Exhibit C (the "Summary of Rights"), by postage prepaid mail, to each record holder of the Common Stock as of the close Close of business 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 Shares which are issued and outstanding on or 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 bear 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 Citizens Banking Corporation and EQUISERVE TRUST COMPANYCitizens Bank, N.A., as Rights Agent, dated as of April 15May 23, 2002 2000 (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 COMPANYCitizens Banking Corporation. 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 Citizens Banking Corporation will mail to the holder of this certificate a copy of the Rights Agreement (as in effect on the date of mailing) ), without charge 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, Rights may become null and void. After In the due execution event that the Company purchases or acquires any shares of any supplement or amendment the Common Stock after the Record Date but prior 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, any Rights associated with such shares of the Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any 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 certificatewhich is no longer outstanding.

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 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 FIRST CHICAGO TRUST COMPANY, N.A.COMPANY OF NEW YORK, as Rights Agent, dated as of April 15June 4, 2002 1996 (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. 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.&

Issue of Right Certificates. (a) Until the Distribution Date, (i) the Rights will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock thereof (which certificates for the Common Stock shall also 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 StockShares. As soon as practicable after receipt by the Rights Agent of written notice from the Company of the Distribution Date, the Company will prepare and execute, the Rights AgentAgent will countersign, at and the Company's expense, Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, postage postage-prepaid mail, mail to each record holder of the Common Stock Shares 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, Certificate evidencing one Right for each share of the Common Stock Share 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 On the Record Date, or as soon as practicable following the Record Datethereafter, the Company will send a copy of a the Summary of Rights to Purchase Common Stockby first-class, in substantially the form attached hereto as Exhibit C (the "Summary of Rights"), by postage-prepaid mail, mail to each record holder of the Common Stock Shares as of the close Close of business 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 Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for registered in the Common Stock, and the registered holders names of the Common Stock shall also be the registered holders thereof together with a copy of the associated Summary of Rights. Until the Distribution Date (or the earlier redemption or expiration of the RightsRedemption Date, the Exchange Date or the Final Expiration Date if occurring prior to the Distribution Date), the surrender for transfer of any of the certificates certificate for the Common Stock Shares outstanding on the Record Date Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificatethereby. (c) Rights shall be issued Certificates for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in respect the last sentence of all shares of Common Stock issued this paragraph (c)) after the Record Date but prior to the earlier earliest of the Distribution Date, the Redemption Date, the Exchange Date or the Final Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares of Common Stock Date 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 rights as set forth in a Amended and Restated Rights Agreement between THE GOODYEAR TIRE Enzon, Inc. and Continental Stock Transfer & RUBBER COMPANY and EQUISERVE TRUST COMPANY, N.A., as Rights AgentTrust Company, dated as of April 15May 17, 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. Enzon, Inc. 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 Enzon, Inc. 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, as set forth in the Rights which are Agreement, Rights issued to any Person who becomes an Acquiring Person or were beneficially owned by Acquiring Persons an Associate or their Affiliates or Associates Affiliate thereof (as such terms are defined in the Rights Agreement), and any subsequent holder or certain transferees of such RightsPerson, may become null and void. After the due execution of any supplement or amendment With respect to this Agreement in accordance with the terms hereof, the reference to this Agreement in such certificates containing the foregoing legend shall mean the Agreement as so supplemented or amended. Until legend, until the Distribution Date, the Rights associated with the Common Stock Shares represented by such certificates containing the foregoing legend shall be evidenced by such certificates alone, and the surrender for transfer of any of such certificates certificate shall also constitute the transfer of the Rights associated with the Common Stock Shares represented by thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such certificateCommon Shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding.

Issue of Right Certificates. (a) Until the Distribution Datetenth day after the Shares Acquisition Date (such tenth day being herein referred to as the "DISTRIBUTION DATE"), (ix) the Rights will be evidenced (subject to the provisions of paragraph (bSECTION 3(b) of this Section 3hereof) by the certificates for Common Shares of the Common Stock Company registered in the names of the holders of the Common Stock thereof (which certificates for the Common Stock Shares shall also be deemed also to be include Right Certificates) and not by separate Right CertificatesCertificates (as hereinafter defined), and (iiy) the right to receive Right Certificates will be transferable only in connection with the associated transfer of Common Shares of the Common StockCompany. As soon as practicable after receipt by the Rights Agent of written notice from the Company of the Distribution Date, the Company will prepare and execute, the Rights AgentAgent will countersign, at and the Company's expense, Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, postage insured, postage-prepaid mail, to each record holder of Common Shares of the Common Stock Company as of the close Close of business 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 heretoEXHIBIT A hereto (a "RIGHT CERTIFICATE"), evidencing one Right for each share Common Share of the Common Stock Company so held, held (subject to adjustment as provided hereinin this Agreement). As of and after the close of business on the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) As On the Record Date, or as soon as practicable following the Record Datethereafter, the Company will send a copy of a Summary of Rights to Purchase Common StockRights, in substantially the form attached of EXHIBIT B hereto as Exhibit C (the "Summary of RightsSUMMARY OF RIGHTS"), by first-class, postage-prepaid mail, to each record holder of Common Shares of the Common Stock Company as of the close Close of business Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares of the Common Stock Company outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Common Shares registered in the Common Stock, and the registered holders names of the Common Stock shall also be the registered holders thereof together with a copy of the associated RightsSummary of Rights which shall be deemed attached thereto. The Company shall take such action as shall be reasonably necessary to implement the foregoing. Until the Distribution Date (or the earlier redemption or expiration of the RightsRedemption Date or the Final Expiration Date), the surrender for transfer of any Common Shares of the certificates for the Common Stock Company outstanding on the Record Date Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock Shares of the Company represented by such certificatethereby. (c) Rights shall be issued Common Shares of the Company which become outstanding (including, without limitation, reacquired Common Shares of the Company referred to in respect the last sentence of all shares of Common Stock issued this paragraph (c)) after the Record Date but prior to the earlier earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares of Common Stock Date shall be deemed to have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate These shares also evidences evidence and entitles entitle the holder hereof to certain Rights rights as set forth in a Amended and Restated Rights Agreement between THE GOODYEAR TIRE & RUBBER COMPANY Xxxxxxxxx Xxxxxx Real Estate Income Fund Inc. (the "COMPANY") and EQUISERVE TRUST COMPANY, N.A., as Rights Agent, The Bank of New York (the "RIGHTS AGENT") dated as of April 15August 7, 2002 2006 (the "Rights AgreementRIGHTS 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 COMPANYthe 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 certificatethese shares. THE GOODYEAR TIRE & RUBBER COMPANY The Company will mail to the holder of this certificate these shares 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, as set forth in the Rights which are or were beneficially owned by Agreement, Rights issued to any Person who becomes an Acquiring Persons or their Affiliates or Associates Person (as such terms are defined in the Rights Agreement), and any subsequent holder of such Rights, ) may become null and void. After In addition, to the due execution of extent reasonably practicable, the Rights Agent shall add the language above to any supplement or amendment to this Agreement DRS Advices issued in accordance connection with the terms hereof, the reference to this Agreement in the foregoing legend shall mean the Agreement as so supplemented or amendedCommon Shares. Until the Distribution Date, the Rights associated with the Common Stock represented by certificates containing Shares of the foregoing legend Company shall be evidenced by such certificates Common Shares alone, and the surrender for transfer of any of such certificates Common Shares shall also constitute the transfer of the Rights associated with the Common Stock Shares of the Company represented by thereby. In the event that the Company purchases or acquires any Common Shares of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such certificateCommon Shares of the Company shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares of the Company which are no longer outstanding. The Company shall take such action as shall be reasonably necessary to implement the foregoing.

Issue of Right Certificates. (a) Until the Distribution Datetenth day after the Shares Acquisition Date (such tenth day being herein referred to as the "DISTRIBUTION DATE"), (ix) the Rights will be evidenced (subject to the provisions of paragraph (bSECTION 3(b) of this Section 3hereof) by the certificates for Common Shares of the Common Stock Company registered in the names of the holders of the Common Stock thereof (which certificates for the Common Stock Shares shall also be deemed also to be include Right Certificates) and not by separate Right CertificatesCertificates (as hereinafter defined), and (iiy) the right to receive Right Certificates will be transferable only in connection with the associated transfer of Common Shares of the Common StockCompany. As soon as practicable after receipt by the Rights Agent of written notice from the Company of the Distribution Date, the Company will prepare and execute, the Rights AgentAgent will countersign, at and the Company's expense, Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, postage insured, postage-prepaid mail, to each record holder of Common Shares of the Common Stock Company as of the close Close of business 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 heretoEXHIBIT A hereto (a "RIGHT CERTIFICATE"), evidencing one Right for each share Common Share of the Common Stock Company so held, held (subject to adjustment as provided hereinin this Agreement). 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 DateIf requested, the Company will send a copy of a Summary of Rights to Purchase Common StockRights, in substantially the form attached of EXHIBIT B hereto as Exhibit C (the "Summary of RightsSUMMARY OF RIGHTS"), by first-class, postage-prepaid mail, to each a record holder of Common Shares of the Common Stock Company as of the close Close of business Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares of the Common Stock Company outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Common Shares registered in the Common Stock, and the registered holders names of the Common Stock shall also be the registered holders thereof together with a copy of the associated RightsSummary of Rights which shall be deemed attached thereto. The Company shall take such action as shall be reasonably necessary to implement the foregoing. Until the Distribution Date (or the earlier redemption or expiration of the RightsRedemption Date or the Final Expiration Date), the surrender for transfer of any Common Shares of the certificates for the Common Stock Company outstanding on the Record Date Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock Shares of the Company represented by such certificatethereby. (c) Rights shall be issued Common Shares of the Company which become outstanding (including, without limitation, reacquired Common Shares of the Company referred to in respect the penultimate sentence of all shares of Common Stock issued this paragraph (c)) after the Record Date but prior to the earlier earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares of Common Stock Date shall be deemed to have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate These shares also evidences evidence and entitles entitle the holder hereof to certain Rights rights as set forth in a Amended and Restated Rights Agreement between THE GOODYEAR TIRE & RUBBER COMPANY Xxxxxxxxx Xxxxxx Real Estate Income Fund Inc. (the "COMPANY") and EQUISERVE TRUST COMPANY, N.A., as Rights Agent, The Bank of New York (the "RIGHTS AGENT") dated as of April 15July 16, 2002 2007 (the "Rights AgreementRIGHTS 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 COMPANYthe 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 certificatethese shares. THE GOODYEAR TIRE & RUBBER COMPANY The Company will mail to the holder of this certificate these shares 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, as set forth in the Rights which are or were beneficially owned by Agreement, Rights issued to any Person who becomes an Acquiring Persons or their Affiliates or Associates Person (as such terms are defined in the Rights Agreement), and any subsequent holder of such Rights, ) may become null and void. After In addition, to the due execution of extent reasonably practicable, the Rights Agent shall add the language above to any supplement or amendment to this Agreement DRS Advices issued in accordance connection with the terms hereof, the reference to this Agreement in the foregoing legend shall mean the Agreement as so supplemented or amendedCommon Shares. Until the Distribution Date, the Rights associated with the Common Stock represented by certificates containing Shares of the foregoing legend Company shall be evidenced by such certificates Common Shares alone, and the surrender for transfer of any of such certificates Common Shares shall also constitute the transfer of the Rights associated with the Common Stock Shares of the Company represented by thereby. In the event that the Company purchases or acquires any Common Shares of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such certificateCommon Shares of the Company shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares of the Company which are no longer outstanding. The Company shall take such action as shall be reasonably necessary to implement the foregoing.

Issue of Right Certificates. (a) Until the tenth (10th) day after the Shares Acquisition Date (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the “Distribution Date”), (ix) the Rights will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the certificates for Common Shares of the Common Stock Company registered in the names of the holders of the Common Stock thereof (which certificates for the Common Stock shall also be deemed also to be Right Certificates) and not by separate Right Certificates, and (iiy) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Shares of the Common StockCompany. As soon as practicable after receipt by the Rights Agent of written notice from the Company of the Distribution Date, the Company will prepare and execute, the Rights AgentAgent will countersign, at and the Company's expense, Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, postage insured, postage-prepaid mail, to each record holder of Common Shares of the Common Stock Company as of the close Close of business 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 heretoA hereto (a “Right Certificate”), evidencing one Right for each share Common Share of the Common Stock Company 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 On the Record Date, or as soon as practicable thereafter, the Company will send sent a copy of a Summary of Rights to Purchase Common StockPreferred Shares, in substantially the form attached hereto as of Exhibit C B to the Initial Rights Agreement (the "“Summary of Rights"”), by first-class, postage-prepaid mail, to each record holder of Common Shares of the Common Stock Company as of the close Close of business Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares of the Common Stock Company outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for registered in the Common Stock, and the registered holders names of the Common Stock shall also be the registered holders thereof together with a copy of the associated RightsSummary of Rights attached thereto. Until the Distribution Date (or the earlier redemption or expiration of the RightsRedemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares of the certificates for the Common Stock Company outstanding on the Record Date Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock Shares of the Company represented by such certificatethereby. (c) Rights shall be issued Certificates for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in respect the last sentence of all shares of Common Stock issued this paragraph (c)) after the Record Date execution of this Agreement but prior to the earlier earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares of Common Stock Date 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 rights as set forth in a an Amended and Restated Rights Agreement between THE GOODYEAR TIRE & RUBBER COMPANY Viad Corp and EQUISERVE TRUST COMPANYXxxxx Fargo Bank, N.A. (formerly Xxxxx Fargo Bank Minnesota, N.A., as Rights Agent), dated as of April 15February 28, 2002 2012, as it may be amended from time to time (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. Viad Corp. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. THE GOODYEAR TIRE & RUBBER COMPANY Viad Corp 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 circumstancesAs set forth in the Agreement, Rights which are or were beneficially owned by Acquiring Persons or their Affiliates or Associates Beneficially Owned (as such terms are defined in the Rights Agreement), and ) by any subsequent holder of such Rights, may Person (as defined in the Agreement) who becomes an Acquiring Person (as defined in the Agreement) become null and void. After the due execution of any supplement or amendment With respect to this Agreement in accordance with the terms hereof, the reference to this Agreement in such certificates containing the foregoing legend shall mean (or the Agreement as so supplemented or amended. Until legend included in Section 3(c) of the Initial Agreement), until the Distribution Date, the Rights associated with the Common Stock Shares of the Company represented by such certificates containing the foregoing legend shall be evidenced by such certificates alone, and the surrender for transfer of any of such certificates certificate shall also constitute the transfer of the Rights associated with the Common Stock Shares of the Company represented by thereby. In the event that the Company purchases or acquires any Common Shares of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such certificateCommon Shares of the Company shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares of the Company which are no longer outstanding. Notwithstanding this Section 3(c), the omission of a legend shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights.

Issue of Right Certificates. (a) Until the Distribution Datetenth day after the Shares Acquisition Date (such tenth day being herein referred to as the "DISTRIBUTION DATE"), (ix) the Rights will be evidenced (subject to the provisions of paragraph (bSECTION 3(b) of this Section 3hereof) by the certificates for Common Shares of the Common Stock Company registered in the names of the holders of the Common Stock thereof (which certificates for the Common Stock Shares shall also be deemed also to be include Right Certificates) and not by separate Right CertificatesCertificates (as hereinafter defined), and (iiy) the right to receive Right Certificates will be transferable only in connection with the associated transfer of Common Shares of the Common StockCompany. As soon as practicable after receipt by the Rights Agent of written notice from the Company of the Distribution Date, the Company will prepare and execute, the Rights AgentAgent will countersign, at and the Company's expense, Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, postage insured, postage-prepaid mail, to each record holder of Common Shares of the Common Stock Company as of the close Close of business 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 heretoEXHIBIT A hereto (a "RIGHT CERTIFICATE"), evidencing one Right for each share Common Share of the Common Stock Company so held, held (subject to adjustment as provided hereinin this Agreement). As of and after the close of business on the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) As On the Record Date, or as soon as practicable following the Record Datethereafter, the Company will send a copy of a Summary of Rights to Purchase Common StockRights, in substantially the form attached of EXHIBIT B hereto as Exhibit C (the "Summary of RightsSUMMARY OF RIGHTS"), by first-class, postage-prepaid mail, to each record holder of Common Shares of the Common Stock Company as of the close Close of business Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares of the Common Stock Company outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Common Shares registered in the Common Stock, and the registered holders names of the Common Stock shall also be the registered holders thereof together with a copy of the associated RightsSummary of Rights which shall be deemed attached thereto. The Company shall take such action as shall be reasonably necessary to implement the foregoing. Until the Distribution Date (or the earlier redemption or expiration of the RightsRedemption Date or the Final Expiration Date), the surrender for transfer of any Common Shares of the certificates for the Common Stock Company outstanding on the Record Date Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock Shares of the Company represented by such certificatethereby. (c) Rights shall be issued Common Shares of the Company which become outstanding (including, without limitation, reacquired Common Shares of the Company referred to in respect the last sentence of all shares of Common Stock issued this paragraph (c)) after the Record Date but prior to the earlier earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares of Common Stock Date shall be deemed to have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate These shares also evidences evidence and entitles entitle the holder hereof to certain Rights rights as set forth in a Amended and Restated Rights Agreement between THE GOODYEAR TIRE & RUBBER COMPANY Xxxxxxxxx Xxxxxx Real Estate Income Fund Inc. (the "COMPANY") and EQUISERVE TRUST COMPANY, N.A., as Rights Agent, The Bank of New York (the "RIGHTS AGENT") dated as of April 15September 1, 2002 2005 (the "Rights AgreementRIGHTS 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 COMPANYthe 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 certificatethese shares. THE GOODYEAR TIRE & RUBBER COMPANY The Company will mail to the holder of this certificate these shares 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, as set forth in the Rights which are or were beneficially owned by Agreement, Rights issued to any Person who becomes an Acquiring Persons or their Affiliates or Associates Person (as such terms are defined in the Rights Agreement), and any subsequent holder of such Rights, ) may become null and void. After In addition, to the due execution of extent reasonably practicable, the Rights Agent shall add the language above to any supplement or amendment to this Agreement DRS Advices issued in accordance connection with the terms hereof, the reference to this Agreement in the foregoing legend shall mean the Agreement as so supplemented or amendedCommon Shares. Until the Distribution Date, the Rights associated with the Common Stock represented by certificates containing Shares of the foregoing legend Company shall be evidenced by such certificates Common Shares alone, and the surrender for transfer of any of such certificates Common Shares shall also constitute the transfer of the Rights associated with the Common Stock Shares of the Company represented by thereby. In the event that the Company purchases or acquires any Common Shares of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such certificateCommon Shares of the Company shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares of the Company which are no longer outstanding. The Company shall take such action as shall be reasonably necessary to implement the foregoing.

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 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 FIRST CHICAGO TRUST COMPANY, N.A.COMPANY OF NEW YORK, as Rights Agent, dated as of April 15June 4, 2002 1996 (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. 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.

Issue of Right Certificates. (a) Until Stock then outstanding, (B) 10% or more of the shares of Class B Common Stock then outstanding, or (C) Common Shares which have the right to cast 10% or more of the votes that may be cast by all outstanding shares for the election of directors of the Company (the earlier of such dates being herein referred to as the "Distribution Date"), (ix) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the Book-Entries, or certificates for the for, Common Stock Shares registered in the names name of the holders of Common Shares (together with, in the case of Book-Entries representing, or the certificates for, Common Stock (which certificates for Shares outstanding as of the Common Stock shall be deemed also to be Right CertificatesRecord Date, the Summary of Rights) and not by separate Right CertificatesBook-Entries or Rights Certificates and the record holders of the Common Shares represented by such Book-Entries or certificates shall be the record holders of the Rights represented thereby, and (iiy) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the Common StockShares. As soon as practicable after receipt by the Rights Agent of written notice from the Company of Until the Distribution DateDate (or, if earlier, the Rights AgentExpiration Date), at transfer on the Company's expense, will send stock ownership records of any Common Shares represented by firsta Book-class, postage prepaid mail, to each record holder Entry or the surrender for transfer of any certificate for Common Shares shall constitute the surrender for transfer of the Common Right or Rights associated with the Company Stock as evidenced thereby, whether or not accompanied by a copy of the close Summary 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 CertificatesRights. (b) As On the Record Date, or as soon as practicable following the Record Datethereafter, the Company will send a copy of a Summary of Rights to Purchase Common StockPreferred Shares, in substantially the form attached of Exhibit D hereto as Exhibit C (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of the Common Stock Shares as of the close Close of business 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 certificates for the Record Date but prior to the earlier of the Distribution Date or the Expiration Dateassociated Class A Rights, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares of Common Stock and 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 Class A Rights as set forth in a Amended and Restated Rights Agreement between THE GOODYEAR TIRE & RUBBER COMPANY Agere Systems Inc. and EQUISERVE TRUST COMPANY, N.A., as Rights AgentThe Bank of New York, dated as of April 15__________, 2002 2001, as amended from time to time (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. Agere Systems Inc. Under certain circumstances, as set forth in the Rights Agreement, such Class A Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. THE GOODYEAR TIRE & RUBBER COMPANY Agere Systems Inc. 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, as set forth in the Rights which are or were beneficially Agreement, Class A Rights owned by or transferred to any Person who is or becomes an Acquiring Persons or their Affiliates or Associates Person (as such terms are defined in the Rights Agreement), ) and any subsequent holder of such Rights, may certain transferees thereof will become null and voidvoid and will no longer be transferable. After the due execution of any supplement or amendment Certificates for Class B Common Stock and confirmations evidencing Book-Entries which become outstanding (including, without limitation, reacquired Class B Common Stock referred to this Agreement in accordance with the terms hereof, the reference to this Agreement in the foregoing legend shall mean penultimate sentence of this paragraph (c)) after the Agreement as so supplemented or amended. Until Record Date but prior to the earliest of the Distribution Date, the Rights Redemption Date or the Final Expiration Date, shall also be deemed to be certificates for the associated with the Common Stock represented by certificates containing the foregoing legend shall be evidenced by such certificates aloneClass B Rights, and shall have impressed on, printed on, written on or otherwise affixed to them 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.following legend:

Issue of Right Certificates. (a) Until Prior to the Distribution Date, (i) the Rights will be evidenced (subject to the provisions of paragraph (b) penultimate sentence of this Section 33(a)) by the certificates for the Common Stock and not by separate Right Certificates (as hereinafter defined) and the registered in the names of the holders of the Common Stock (which certificates for the Common Stock shall be deemed also to be Right Certificates) and not by separate Right Certificatesthe registered holders of the associated Rights, and (ii) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock. As soon as practicable after receipt by the Rights Agent of written notice from the Company of the Distribution Record Date, the Rights Agent, at the Company's expense, Company will send a copy of the Summary of Rights substantially in the form of Exhibit C hereto, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, Record 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 . With respect to certificates for each share Common Stock outstanding as of the Common Stock so heldRecord Date, subject prior 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 Certificatescertificates registered in the names of the holders thereof together with a copy of the Summary of Rights. Prior to the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. (b) As soon as practicable following after the Record Company has notified the Rights Agent of the occurrence of the Distribution Date, the Company Rights Agent 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")send, by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Record DateDistribution Date (other than any Acquiring Person or any Affiliate or Associate thereof), at the address of such holder shown on the records of the Company. With respect , one or more Right Certificates evidencing one Right (subject to certificates adjustment as provided herein) for the each share of Common Stock outstanding as so held. If an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11 the Company shall, at the time of distribution of the Record DateRight Certificates, until make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. From and after the Distribution Date, the Rights will be evidenced solely 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 certificateRight Certificates. (c) Rights shall be issued in respect of all shares of Common Stock outstanding as of the Record Date or issued (on original issuance or out of treasury) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date. In addition, in connection with the issuance or sale of shares of Common Stock following the Distribution Date and prior to the Expiration Date, orthe Company (i) shall, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such with respect to shares of Common Stock so issued or sold (x) pursuant to the exercise of stock options or under any employee plan or arrangement or (y) upon the exercise, conversion or exchange of other securities issued by the Company prior to the Distribution Date and (ii) may, in any other case, if deemed necessary or appropriate by the Board, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided that no such Right Certificate shall be issued if, and to the extent that, (i) 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 or (ii) appropriate adjustment shall otherwise have been made in lieu of the issuance thereof. (d) Certificates issued for Common Stock after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date 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 Florida East Coast Industries, Inc. and EQUISERVE TRUST COMPANY, N.A.First Union National Bank, as Rights Agent, dated as of April 15October 9, 2002 2000 and as amended from time to time (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 COMPANYthe Company. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, such Rights will may be evidenced by separate certificates and will no longer be evidenced by this certificate, may be redeemed or exchanged or may expire. THE GOODYEAR TIRE & RUBBER COMPANY will mail to the holder of this certificate a copy of As set forth in the Rights Agreement (as in effect on the date of mailing) without charge promptly after receipt of a written request therefor. Under certain circumstancesAgreement, Rights which are issued to, or were beneficially owned by held by, any Person who is, was or becomes an Acquiring Persons Person or their Affiliates an Affiliate or Associates Associate thereof (as such terms are defined in the Rights Agreement), and whether currently held by or on behalf of such Person or by any subsequent holder of such Rightsholder, may become be null and void. 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.

Issue of Right Certificates. (a) Until Prior to the Distribution Date, (i) the Rights will be evidenced (subject to the provisions of paragraph (b) next to the last sentence of this Section 33(a)) by the certificates for the Common Stock and not by separate Right Certificates (as hereinafter defined) and the registered in the names of the holders of the Common Stock (which certificates for the Common Stock shall be deemed also to be Right Certificates) and not by separate Right Certificatesthe registered holders of the associated Rights, and (ii) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock. As soon as practicable after receipt by the Rights Agent of written notice from the Company of the Distribution Record Date, the Company will provide a copy of the Summary of Rights Agentsubstantially in the form of Exhibit C hereto, at the Company's expense, will send either by first-classclass mail, postage prepaid mailprepaid, or otherwise in conformity with applicable law, to each record holder of the Common Stock as of the close 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 Business on the Record Date, 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 prior to the Distribution Date, the Rights will be evidenced by such certificates for registered in the Common Stock, and the registered holders names of the Common Stock shall also be the registered holders thereof with or without a copy of the associated Summary of Rights. Until Prior to the Distribution Date (or earlier redemption or expiration of or, if earlier, the RightsExpiration Date), the surrender for transfer of any of the certificates certificate for the Common Stock outstanding on the Record Date Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. (b) As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date and has provided the Rights Agent with a list of the holders of the Company's Common Stock, the Rights Agent will send, by first-class, insured mail, postage prepaid, to each record holder of the Common Stock as of the Close of Business on the Distribution Date (other than any Acquiring Person or any Affiliate or Associate thereof), at the address of such holder shown on the records of the Company, one or more Right Certificates evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. If an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11 the Company shall, at the time of distribution of the Right Certificates, make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. From and after the Distribution Date, the Rights will be evidenced solely by such certificateRight Certificates. (c) Rights shall be issued in respect of all shares of Common Stock outstanding as of the Record Date or issued (on original issuance or out of treasury) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date. In addition, in connection with the issuance or sale of shares of Common Stock following the Distribution Date and prior to the Expiration Date, orthe Company shall, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such with respect to shares of Common Stock so issued or sold (x) pursuant to the exercise of stock options or under any employee plan or arrangement or (y) upon the exercise, conversion or exchange of other securities issued by the Company prior to the Distribution Date and may, in any other case, if deemed necessary or appropriate by the Board, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided that no such Right Certificate shall be issued if, and to the extent that, (i) 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 or (ii) appropriate adjustment shall otherwise have been made in lieu of the issuance thereof. Certificates issued for Common Stock after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date 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 Stratus Properties Inc. and EQUISERVE TRUST COMPANYMellon Investor Services, N.A., as Rights AgentLLC, dated as of April 15May 16, 2002 2002, and as amended from time to time (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 COMPANYthe Company. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, such Rights will may be evidenced by separate certificates and will no longer be evidenced by this certificate, may be redeemed or exchanged or may expire. THE GOODYEAR TIRE & RUBBER COMPANY will mail to the holder of this certificate a copy of As set forth in the Rights Agreement (as in effect on the date of mailing) without charge promptly after receipt of a written request therefor. Under certain circumstancesAgreement, Rights which are issued to or were beneficially owned held by any Person who is, was or becomes an Acquiring Persons Person or their Affiliates an Affiliate or Associates Associate thereof (as such terms are defined in the Rights Agreement), and whether currently held by or on behalf of such Person or by any subsequent holder of such Rightsholder, may become be null and void. 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.

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 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 promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Common StockRights, in substantially the form attached hereto as Exhibit C (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of the shares of Common Stock as of the close Close of business Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the shares of Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for shares of Common Stock registered in the Common Stock, and the registered holders names of the Common Stock shall also be the registered holders thereof (together with a copy of the associated Summary of Rights). Until the earlier of the Distribution Date (or earlier redemption or expiration of the Rights)Final Expiration Date, the surrender for transfer of any certificate for shares of the certificates for the Common Stock outstanding on the Record Date Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificatethereby. (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or delivered from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date or Final Expiration Date, or in certain circumstances provided in Section 22, after the Distribution Date. Certificates for shares of Common Stock issued after the Record Date but prior to the earlier of the Distribution Date or the Final Expiration DateDate (including, orwithout limitation, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such reacquired shares of Common Stock referred to in the last sentence of this paragraph (c)) 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 Airgas, Inc. (the "Company") and EQUISERVE TRUST COMPANY, N.A.The Bank of New York, as Rights Agent, dated as of April 151, 2002 1997 (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 COMPANYthe 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 The Company will mail to the holder of this certificate a copy of the Rights Agreement (Agreement, as in effect on the date of mailing) , without charge promptly after following receipt of a written request therefor. Under certain circumstances, Rights which are or were beneficially owned by Acquiring Persons or their Associates or Affiliates or Associates of Acquiring Persons (as such terms are defined in the Rights Agreement), ) and any subsequent holder of such Rights, Rights may become null and void. After the due execution of any supplement or amendment With respect to this Agreement in accordance with the terms hereof, the reference to this Agreement in such certificates bearing the foregoing legend shall mean legend, until the Agreement as so supplemented or amended. Until earlier of the Distribution Date or the Final Expiration Date, the Rights associated with the shares of Common Stock represented by such certificates containing the foregoing legend shall be evidenced by such certificates alonealone and registered holders of shares of Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificatecertificates. In the event that the Company purchases or acquires any shares of Common Stock after the Record Date but prior to the earlier of the Distribution Date or the Final Expiration Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding.

Issue of Right Certificates. (a) Until the close of business on the tenth day after the Shares Acquisition Date (the “Distribution Date”), (i) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 33(b)) by the certificates for the Common Stock registered in the names of the holders of the Common Stock thereof (which certificates 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 Company will prepare and execute, the Rights AgentAgent will countersign, at and the Company's expense, Company will send or cause to be sent (and the Rights Agent will, if so requested by first-written notice and provided with a stockholder list and all other relevant information that the Rights Agent may reasonably request, send), by first class, postage postage-prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution DateDate (other than an Acquiring Person or any Affiliate or Associate of an Acquiring Person), at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B heretohereto (a “Right Certificate”), 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. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. (b) As On the Record Date or as soon as practicable following the Record Datethereafter, the Company will send a copy of a Summary of Rights to Purchase Common Preferred Stock, in substantially the form attached hereto as Exhibit C (the "“Summary of Rights"”), by first class, postage-prepaid mailmail or other means used by the Company to deliver proxy statements to its stockholders, to each record holder of the Common Stock as of the close of business on the Record Date, 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 registered in the Common Stock, and the registered holders names of the Common Stock shall also be the registered holders thereof together with a copy of the associated Summary of Rights. Until the Distribution Date (or the earlier redemption or expiration of the RightsRedemption Date or the Final Expiration Date), the surrender for transfer of any of the certificates certificate for the Common Stock outstanding on the Record Date Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificatethereby. (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. 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.

Issue of Right Certificates. (a) Until Prior to the Distribution Date, (i) the Rights will be evidenced (subject to the provisions of paragraph (b) penultimate sentence of this Section 33(a)) by the certificates for the Common Stock and not by separate Right Certificates (as hereinafter defined) and the registered in the names of the holders of the Common Stock (which certificates for the Common Stock shall be deemed also to be Right Certificates) and not by separate Right Certificatesthe registered holders of the associated Rights, and (ii) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock. As soon as practicable after receipt by the Rights Agent of written notice from the Company of the Distribution Record Date, the Rights Agent, at the Company's expense, Company will send a copy of the Summary of Rights substantially in the form of Exhibit C hereto, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, Record 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 . With respect to certificates for each share Common Stock outstanding as of the Common Stock so heldRecord Date, subject prior 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 Certificatescertificates registered in the names of the holders thereof together with a copy of the Summary of Rights. Prior to the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. (b) As soon as practicable following after the Record Company has notified the Rights Agent of the occurrence of the Distribution Date, the Company Rights Agent 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")send, by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Record DateDistribution Date (other than any Acquiring Person or any Affiliate or Associate thereof), at the address of such holder shown on the records of the Company. With respect , one or more Right Certificates evidencing one Right (subject to certificates adjustment as provided herein) for the each share of Common Stock outstanding as so held. If an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11, the Company shall, at the time of distribution of the Record DateRight Certificates, until make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. From and after the Distribution Date, the Rights will be evidenced solely 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 certificateRight Certificates. (c) Rights shall be issued in respect of all shares of Common Stock outstanding as of the Record Date or issued (on original issuance or out of treasury) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date. In addition, in connection with the issuance or sale of shares of Common Stock following the Distribution Date and prior to the Expiration Date, orthe Company (i) shall, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such with respect to shares of Common Stock so issued or sold (x) pursuant to the exercise of stock options or under any employee plan or arrangement or (y) upon the exercise, conversion or exchange of other securities issued by the Company prior to the Distribution Date and (ii) 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 that no such Right Certificate shall be issued if, and to the extent that, (i) 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 or (ii) appropriate adjustment shall otherwise have been made in lieu of the issuance thereof. (d) Certificates issued for Common Stock after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date 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 15June 18, 2002 1998 and as amended from time to time (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 COMPANYthe Company. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, such Rights will may be evidenced by separate certificates and will no longer be evidenced by this certificate, may be redeemed or exchanged or may expire. THE GOODYEAR TIRE & RUBBER COMPANY will mail to the holder of this certificate a copy of As set forth in the Rights Agreement (as in effect on the date of mailing) without charge promptly after receipt of a written request therefor. Under certain circumstancesAgreement, Rights which are issued or were beneficially owned by transferred to, or held by, any Person who is, was or becomes an Acquiring Persons Person or their Affiliates an Affiliate or Associates Associate thereof (as such terms are defined in the Rights Agreement), and whether currently held by or on behalf of such Person or by any subsequent holder of such Rightsholder, may become be null and void. 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.

Issue of Right Certificates. (a) Until the Distribution Date, (ix) 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 for the Common Stock shall be deemed also to be Right Certificatescertificates for Rights) and not by separate Right Certificatescertificates, and (iiy) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the underlying shares of Common StockStock (including a transfer to the Company). 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, Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close Close of business 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 heretohereto (the “Right Certificates”), evidencing one Right for each share of the Common Stock so held. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Sections 11, subject to adjustment as provided herein12 or 13 hereof, at the time of distribution of the Rights Certificates, the Company may make the necessary and appropriate rounding adjustments (in accordance with Section 14 hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. 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 StockRights, in substantially the form attached hereto as Exhibit C (the "“Summary of Rights"”), by first-class, postage prepaid mail, mail to each record holder of the Common Stock as of the close Close of business Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Until the Common Stock outstanding as earlier 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)Expiration Date, the surrender for transfer of any of the certificates certificate for the Common Stock outstanding on the Record Date Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificatethereby. (c) Rights shall be issued in respect of all shares of Certificates for the Common Stock issued after the Record Date but prior to the earlier of the Distribution Date or the Expiration DateDate (as hereinafter defined), orshall be deemed also to be certificates for Rights, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares of Common Stock and shall have impressed on, printed on, written on or otherwise affixed to them bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a the Amended and Restated Rights Agreement between THE GOODYEAR TIRE & RUBBER COMPANY Kellwood Company (the “Company”) and EQUISERVE TRUST COMPANY, N.A., as Rights Agent, American Stock Transfer and Trust Company dated as of April 1519, 2002 2007 (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 COMPANYthe Company. Under certain circumstances, as set forth in the Amended and Restated Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. THE GOODYEAR TIRE & RUBBER COMPANY The 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, Amended and Restated Rights which are or were beneficially owned by Acquiring Persons or their Affiliates or Associates (as such terms are defined in the Rights Agreement), ) or any Affiliate or Associate thereof (as defined in the Rights Agreement) and any subsequent holder of such Rights, Rights may become null and void. . (d) After the due execution Distribution Date but prior to the Expiration Date, Rights shall, without further action, be issued in connection with the issuance of Common Stock upon the exercise of stock options granted prior to the Distribution Date or pursuant to other benefits under any employee plan or arrangement established prior to the Distribution Date; provided, however, that if, pursuant to the terms of any supplement option or amendment to this Agreement in accordance with the terms hereofother benefit plan, the reference to this Agreement in the foregoing legend shall mean the Agreement as so supplemented or amended. Until number of shares issuable thereunder is adjusted after the Distribution Date, the number of Rights issuable upon issuance of the shares shall be equal only to the number of shares which would have been issuable prior to the adjustment. In the event that the Company purchases or acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of 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 certificatethat are no longer outstanding.

Issue of Right Certificates. (a) Until the Distribution Date, (ix) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock (which certificates for the Common Stock shall be deemed also to be Right Certificates) Shares and not by separate Right Certificatescertificates, and (iiy) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the underlying 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 Shares (including a transfer to 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 promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Common StockPreferred Shares, in substantially the form attached hereto as Exhibit C (the "Summary of Rights"), by prepaid first class mail, postage prepaid, to each record holder of the Common Stock Shares as of the close of business on the Record Date, at as the address of such holder shown on the records of the Company. With respect to certificates for of the Common Stock Shares outstanding as of the Record Date, until the Distribution Date or the earlier surrender for transfer thereof or the Redemption Date or Final Expiration Date, the Rights will associated with the Common Shares represented by such certificates shall be evidenced by such certificates for the Common StockShares together with a copy of the Summary of Rights, and the registered holders of the Common Stock Shares shall also be the registered holders of the associated Rights. Until the Distribution Date (or earlier redemption or expiration of the Rights)Distribution Date, the surrender for Redemption Date or the Final Expiration Date, the transfer of any of the certificates for the Common Stock Shares outstanding on the Record Date Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificatecertificates. (c) Rights shall be issued in respect of all shares Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of Common Stock issued this paragraph (c)) after the Record Date Date, but prior to the earlier earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares Common Shares shall also be deemed to represent the related Rights. After the Record Date, but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, certificates representing Common Stock Shares shall have impressed on, printed on, written on on, or otherwise affixed to them the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in a Amended and Restated Rights Agreement between THE GOODYEAR TIRE & RUBBER COMPANY ProVantage Health Services, Inc. and EQUISERVE TRUST COMPANYNorwest Bank Minnesota, N.A., as Rights AgentNational Association, dated as of April 15________________ ____, 2002 1999 (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. ProVantage Health Services, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will shall be evidenced by separate certificates and will shall no longer be evidenced by this certificate. THE GOODYEAR TIRE & RUBBER COMPANY will ProVantage Health Services, Inc. shall 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, as set forth in the Rights which are Agreement, Rights issued to any Person who becomes an Acquiring Person or were beneficially owned by any Associate or Affiliate of an Acquiring Persons or their Affiliates or Associates Person (as such terms are defined in the Rights Agreement), and ) (or nominee of any subsequent holder of such Rights, them) may become null and void. After the due execution of any supplement or amendment ." With respect to this Agreement in accordance with the terms hereof, the reference to this Agreement in such certificates containing the foregoing legend shall mean the Agreement as so supplemented or amended. Until legend, until the Distribution Date, the Rights associated with the Common Stock Shares represented by such certificates containing the foregoing legend shall be evidenced by such certificates alone, and the surrender for transfer of any of such certificates certificate shall also constitute the transfer of the Rights associated with the Common Stock Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date, but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding. (d) As soon as practicable after the Distribution Date, the Company shall prepare and execute, the Rights Agent shall countersign, and the Company shall send or cause to be sent (and the Rights Agent shall, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares 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 evidencing one Right for each Common Share so held. As of the Distribution Date, the Rights shall be evidenced solely by such certificateRight Certificates.

Issue of Right Certificates. (a) Until the Distribution Date, (ix) 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 for the Common Stock shall be deemed also to be Right Certificatescertificates for Rights) and not by separate Right Certificatescertificates, and (iiy) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the underlying shares of Common StockStock (including a transfer to the Company). 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, Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificatecertificate, in substantially the form of Exhibit B heretohereto (the “Right Certificates”), evidencing one Right for each share of the Common Stock so held. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Sections 11, subject to adjustment as provided herein12 or 13 hereof, at the time of distribution of the Rights Certificates, the Company may make the necessary and appropriate rounding adjustments (in accordance with Section 14 hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. 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 StockRights, in substantially the form attached hereto as Exhibit C (the "“Summary of Rights"”), by first-class, postage prepaid mail, mail to each record holder of the Common Stock as of the close Close of business Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Until the Common Stock outstanding as earlier 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)Expiration Date, the surrender for transfer of any of the certificates certificate for the Common Stock outstanding on the Record Date Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificatethereby. (c) Rights shall be issued in respect of all shares of Certificates for the Common Stock issued after the Record Date but prior to the earlier of the Distribution Date or the Expiration DateDate (as hereinafter defined), orshall be deemed also to be certificates for Rights, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares of Common Stock and shall have impressed on, printed on, written on or otherwise affixed to them bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Amended and Restated the Rights Agreement between THE GOODYEAR TIRE & RUBBER COMPANY Kellwood Company (the “Company”) and EQUISERVE TRUST COMPANY, N.A., as Rights Agent, American Stock Transfer and Trust Company dated as of April 15June 10, 2002 2006 (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. 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.the

Issue of Right Certificates. (a) Until the Distribution Date, (i) the Rights will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock thereof (which certificates for the Common Stock shall also 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 StockShares. As soon as practicable after receipt by the Rights Agent of written notice from the Company of the Distribution Date, the Company will prepare and execute, the Rights AgentAgent will countersign, at and the Company's expense, Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, postage postage-prepaid mail, mail to each record holder of the Common Stock Shares 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, Certificate evidencing one Right for each share of the Common Stock Share 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 On the Record Date, or as soon as practicable following the Record Datethereafter, the Company will send a copy of a the Summary of Rights to Purchase Common Stockby first-class, in substantially the form attached hereto as Exhibit C (the "Summary of Rights"), by postage- prepaid mail, mail to each record holder of the Common Stock Shares as of the close Close of business 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 Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for registered in the Common Stock, and the registered holders names of the Common Stock shall also be the registered holders thereof together with a copy of the associated Summary of Rights. Until the Distribution Date (or the earlier redemption or expiration of the RightsRedemption Date, the Exchange Date or the Final Expiration Date if occurring prior to the Distribution Date), the surrender for transfer of any of the certificates certificate for the Common Stock Shares outstanding on the Record Date Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificatethereby. (c) Rights shall be issued Certificates for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in respect the last sentence of all shares of Common Stock issued this paragraph (c)) after the Record Date but prior to the earlier earliest of the Distribution Date, the Redemption Date, the Exchange Date or the Final Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares of Common Stock Date 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 rights as set forth in a Amended and Restated Rights Agreement between THE GOODYEAR TIRE & RUBBER COMPANY Apogee Enterprises, Inc. and EQUISERVE TRUST COMPANY, N.A., as Rights AgentThe Bank of New York, dated as of April 15October 19, 2002 1990, as amended and restated to date (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. Apogee Enterprises, Inc. 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 Apogee Enterprises, Inc. 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, as set forth in the Rights which are Agreement, Rights issued to any Person who becomes an Acquiring Person or were beneficially owned by Acquiring Persons an Associate or their Affiliates or Associates Affiliate thereof (as such terms are defined in the Rights Agreement), and any subsequent holder or certain transferees of such RightsPerson, may become null and void. After the due execution of any supplement or amendment With respect to this Agreement in accordance with the terms hereof, the reference to this Agreement in such certificates containing the foregoing legend shall mean the Agreement as so supplemented or amended. Until legend, until the Distribution Date, the Rights associated with the Common Stock Shares represented by such certificates containing the foregoing legend shall be evidenced by such certificates alone, and the surrender for transfer of any of such certificates certificate shall also constitute the transfer of the Rights associated with the Common Stock Shares represented by thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such certificateCommon Shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding.

Issue of Right Certificates. (a) Until the Distribution Shares Acquisition Date, (i) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 33(b)) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock Shares (which certificates for the Common Stock Shares shall also 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 StockShares. As soon as practicable after receipt by the Rights Agent of written notice from the Company of that the Distribution DateShares Acquisition Date has occurred, the Rights AgentAgent will send, at the Company's expense, will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock Shares as of the close of business on the Distribution Shares Acquisition 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 Common Share held of the Common Stock so held, subject to adjustment record as provided herein. As of and after the close of business on the Distribution Shares Acquisition Date. As of the close of business on the Shares Acquisition Date, the Rights will be evidenced solely by such Right Certificates. (b) As soon as practicable following the Record Dateexecution of this Agreement, the Company will send a copy of a Summary of Rights to Purchase Common StockShares, in substantially the form attached hereto as Exhibit C (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Record DateShares, at the address of such holder shown on the records of the Company. With respect to certificates for Until the Common Stock outstanding as Shares Acquisition Date (or the earlier redemption or expiration of the Record Date, until the Distribution DateRights), the Rights will be evidenced by such certificates for the Common Stock, and Shares registered in the registered names of the holders of the Common Stock shall also be the registered holders of the associated RightsShares. Until the Distribution Shares Acquisition Date (or the 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 Shares shall also constitute the surrender for transfer of the Rights associated with the Common Stock Shares represented by such certificate. (c) Rights shall be issued in respect of all Common Shares issued (including but not limited to Common Shares which are treasury shares as of Common Stock issued the Record Date and subsequently become outstanding) or surrendered for transfer or exchange after the Record Date but prior to the earlier of the Distribution Shares Acquisition Date or the Expiration Date, or, in certain circumstances provided Date (as such term is defined in Section 22 hereof, after the Distribution Date7). Certificates representing such shares of Common Stock Shares 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 STERIS Corporation and EQUISERVE TRUST COMPANYKeyBank National Association, N.A., as Rights Agent, dated as of April 15October 24, 2002 1996 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and as such Rights Agreement may be amended from time to time thereafter, a copy of which is on file at the principal executive offices of THE GOODYEAR TIRE & RUBBER COMPANYSTERIS Corporation. 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 STERIS Corporation 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, Rights may become null and void. 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 Shares Acquisition Date, the Rights associated with the Common Stock Shares 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 surrender for transfer of the Rights associated with the Common Stock Shares represented by such certificate.

Issue of Right Certificates. (a) Until Prior to the Distribution Date, (i) the Rights will be evidenced (subject to the provisions of paragraph (b) next to the last sentence of this Section 33(a)) by the certificates for the Common Stock and not by separate Right Certificates (as hereinafter defined) and the registered in the names of the holders of the Common Stock (which certificates for the Common Stock shall be deemed also to be Right Certificates) and not by separate Right Certificatesthe registered holders of the associated Rights, and (ii) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the underlying shares of 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 the Summary of Rights to Purchase Common Stock, substantially in substantially the form attached hereto as of Exhibit C (the "Summary of Rights")hereto, by prepaid first-class mail, postage prepaid, to each record holder of the Common Stock as of the close of business on the Record Date, 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 prior to the Distribution Date, the Rights will be evidenced by such certificates for registered in the Common Stock, and the registered holders names of the Common Stock shall also be the registered holders thereof with or without a copy of the associated Summary of Rights. Until Prior to the Distribution Date (or earlier redemption or expiration of or, if earlier, the RightsExpiration Date), the surrender for transfer of any of the certificates certificate for the Common Stock outstanding on the Record Date Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. (b) As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date and has provided the Rights Agent with a list of the holders of the Company's Common Stock, the Rights Agent will send, by first-class insured mail, postage prepaid, to each record holder of the Common Stock as of the close of business on the Distribution Date (other than any Acquiring Person or any Affiliate or Associate thereof), at the address of such holder shown on the records of the Company, one or more Right Certificates evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. If an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11 the Company shall, at the time of distribution of the Right Certificates, make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. From and after the Distribution Date, the Rights will be evidenced solely by such certificateRight Certificates. (c) Rights shall be issued in respect of all shares of Common Stock outstanding as of the Record Date or issued (on original issuance or out of treasury) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date. In addition, in connection with the issuance or sale of shares of Common Stock following the Distribution Date and prior to the Expiration Date, orthe Company (i) shall, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such with respect to shares of Common Stock so issued or sold (x) pursuant to the exercise of stock options or under any employee plan or arrangement or (y) upon the exercise, conversion or exchange of other securities issued by the Company prior to the Distribution Date and (ii) may, in any other case, if deemed necessary or appropriate by the Board, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; PROVIDED that no such Right Certificate shall be issued if, and to the extent that, (i) 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 or (ii) appropriate adjustment shall otherwise have been made in lieu of the issuance thereof. (d) Certificates issued for Common Stock after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date 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 Xxxxxxx Enterprises, Inc. and EQUISERVE TRUST COMPANYChaseMellon Shareholder Services, N.A., as Rights Agent, L.L.C. dated as of April 15October 28, 2002 1999 and as amended from time to time (the "Rights AgreementRIGHTS 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 COMPANYthe Company. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, such Rights will may be evidenced by separate certificates and will no longer be evidenced by this certificate, may be redeemed or exchanged or may expire. AS SET FORTH IN THE GOODYEAR TIRE & RUBBER COMPANY will mail to the holder of this certificate a copy of the Rights Agreement RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE THEREOF (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 AgreementAS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), and any subsequent holder of such RightsWHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, may become null and void. 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 certificateMAY BE NULL AND VOID.

Issue of Right Certificates. (a) The Corporation hereby expressly affirms the succession by the Corporation to all of the Trust's rights, powers and obligations under the Original Rights Agreement, as amended and restated in this Agreement, and all Rights issued under the Original Rights Agreement are hereby expressly affirmed by the Corporation as representing rights to purchase Preferred Shares of the Corporation (or such other securities or property) on the terms and conditions set forth in this Agreement. Until the Distribution Date, Date (i) the Rights will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the certificates for representing the Common Stock Shares registered in the names of the holders of the Common Stock Shares (which certificates for the Common Stock shall be deemed also to be Right Certificatescertificates for the associated Rights) and not by separate Right Certificates, Certificates and (ii) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the associated Common StockShares. The Corporation shall give the Rights Agent prompt written notice of the Distribution Date. As soon as practicable after receipt by the Rights Agent of written notice from the Company of the Distribution Date, and receipt of written notice of the Distribution Date from the Corporation, the Rights AgentAgent will, at the CompanyCorporation's expense, will send send, by first-class, insured, postage prepaid mail, to each record holder of the Common Stock Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records register of shares of the CompanyCorporation, a Right Certificateright certificate, in substantially the form of Exhibit B heretohereto (a "Right Certificate"), evidencing one Right for each share that number of Rights to which such holder is entitled in accordance with the provisions of this Agreement. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Sections 11(i) or 11(o) hereof, at the time of distribution of the Common Stock Right Certificates the Corporation shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so held, subject to adjustment as provided hereinthat Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the close of business on the Distribution Date, the Rights will be evidenced solely by such Right Certificates. The Rights are exercisable only in accordance with the provisions of Section 7 hereof and are redeemable only in accordance with Section 23 hereof. (b) As soon as practicable following Until the Record Date, the Company will send a copy earlier 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 and the Rights)Expiration Date, the surrender for transfer of any of the certificates for the representing Common Stock Shares outstanding on the Record Declaration Date shall also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificate. (c) Rights shall be issued in respect of all shares of Common Stock Shares issued after the Record Declaration Date but prior to the earlier of the Distribution Date or and the Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares Common Shares and certificates issued on transfer of Common Stock Shares after the Declaration Date but prior to the earlier to occur of the dates mentioned in the preceding sentence shall have impressed onbe deemed also to be certificates for the associated Rights, printed on, written on or otherwise affixed to them and shall bear the following legend: legend (or a legend substantially in the form thereof): 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 the issuer and EQUISERVE TRUST COMPANY, N.A.The Bank of New York, as Rights Agent (the "Rights Agent"), dated as of April 15March 12, 2002 1997 (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 COMPANYthe issuer and the designated office of Rights Agent. 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 The Corporation 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 circumstancescircumstances as set forth in the Rights Agreement, Rights which are issued to or were beneficially owned held by any Person who is, was or becomes an Acquiring Persons Person or their Affiliates or Associates any Affiliate thereof (as each such terms are term is defined in the Rights Agreement), and any subsequent holder whether currently held by or on behalf of such RightsPerson or by certain subsequent holders, may become null and void. After the due execution of any supplement With respect to certificates representing Common Shares (whether or amendment to this Agreement in accordance with the terms hereof, the reference to this Agreement in not such certificates include the foregoing legend shall mean legend) until the Agreement as so supplemented or amended. Until earlier of the Distribution Date and the Expiration Date, the Rights associated with the Common Stock Shares represented by such 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 Shares represented by such certificate. (d) In addition, the Corporation agrees to issue one Right (as such number may be adjusted in accordance with Sections 11(c) or 11(n) hereof) in conjunction with the issuance of any Common Shares reserved for issuance on the Distribution Date and issued (i) on or after the Distribution Date and (ii) prior to the Expiration Date (such Rights to be issued to the Person to whom such Common Shares are issued).

Issue of Right Certificates. (a) Until the Distribution --------------------------- Date, (i1) the outstanding Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) (A) with respect to Common Shares that are held in certificated form, by the certificates for the outstanding Common Stock registered in the names Shares of the holders of the Common Stock (which certificates for the Common Stock shall be deemed also to be Right Certificates) Company and not by separate Right CertificatesCertificates and (B) with respect to Common Shares that are held in book-entry form, by a notation in the records of the Rights Agent (and the records of the Company's transfer agent if different from the Rights Agent), and (ii2) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Shares of the Common StockCompany. As soon as practicable after receipt by the Rights Agent of written notice from the Company of the Distribution Date, the Company will promptly notify the Rights AgentAgent thereof, at and prepare and execute, and the Company's expenseRights Agent will countersign and send, will send by first-class, postage insured, postage-prepaid mail, to each record holder of Common Shares of the Common Stock Company as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the stock transfer records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto, Certificate evidencing one Right for each share of the Common Stock Share so held, subject to adjustment adjustments as provided herein. As of From 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 On the Record Date, or as soon thereafter as practicable, 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 first-class, postage-prepaid mail, to each record holder of Common Shares of the Common Stock Company as of the close Close of business Business on the Record Date, at the address of such holder shown on the stock transfer records of the Company. With respect to certificates for the Common Stock Shares outstanding as of on the Record Date, the certificates evidencing such Common Shares shall thereafter also evidence the outstanding Rights (as such Rights may be amended or supplemented) distributed with respect thereto until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock, Date and the registered holders of the Common Stock Shares shall also be the registered holders of the associated Rights. Until the Distribution Date (or, if earlier, the Redemption Date or earlier redemption or expiration of the RightsFinal Expiration Date), the surrender for registration of transfer or exchange of (1) any certificate for Common Shares outstanding as of the certificates for the Common Stock outstanding Close of Business on the Record Date Date, with or without a copy of the Summary of Rights attached thereto, and (2) any Common Shares held in book-entry form, shall also constitute the surrender for registration of transfer or exchange of the outstanding Rights associated with the Common Stock Shares represented by such certificatethereby. (c) Rights The Company agrees that, at any time after the Record Date and prior to the Distribution Date (or, if earlier, the Redemption Date or Final Expiration Date) at which it issues any of its Common Shares upon original issue or out of treasury, it will concurrently distribute to the holder of such Common Shares one Right for each such Common Share, which Right shall be issued in respect subject to the terms and provisions of all shares this Agreement and will evidence the right to purchase the same number of one one-thousandth (1/1000) of a Preferred Share at the same Purchase Price as the Rights then outstanding. (d) Certificates for Common Stock Shares issued after the Record Date but prior to the earlier earliest of the Distribution Date, the Redemption Date or and the Final Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares whether upon registration of transfer or exchange of Common Stock Shares outstanding on the Record Date or upon original issue or out of treasury thereafter, shall also be deemed to be certificates for the Rights and shall have impressed on, printed on, written on or otherwise affixed to them the following legendlegend or such similar legend as the Company may deem appropriate (but which do not affect the rights, duties or responsibilities of the Rights Agent) and as is not inconsistent with the provisions of this Agreement: 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 MetaSolv, Inc. (the "Company") and EQUISERVE TRUST COMPANY, N.A., as Rights AgentMellon Investor Services LLC, dated as of April 15October 24, 2002 2001, as it may be amended (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 COMPANYthe 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 The 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 circumstancesAs described in the Rights Agreement, Rights which are issued to or were beneficially owned acquired by any Acquiring Persons Person or their Affiliates any Affiliate or Associates Associate thereof (each as such terms are defined in the Rights Agreement), and whether currently held by or on behalf of such Person or by any subsequent holder of such Rightsholder, may shall, under certain circumstances, become null and void. After the due execution of any supplement or amendment With respect to this Agreement in accordance with the terms hereof, the reference to this Agreement in certificates containing the foregoing legend shall mean legend, until the Agreement as so supplemented or amended. Until earlier of the Distribution Date or the Final Expiration Date, the outstanding Rights associated with the Common Stock Shares represented by such certificates containing the foregoing legend shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate for registration of such certificates transfer or exchange of the Common Shares evidenced thereby shall also constitute the surrender for registration of transfer or exchange of the outstanding Rights (as such Rights may be amended or supplemented) associated with the Common Shares represented thereby. The failure to print the foregoing legend on any certificate or any other defect therein shall not affect in any manner whatsoever the application or interpretation of the provisions of Section 8(e) hereof. (e) If the Company purchases or acquires any of its Common Shares after the Record Date, but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock represented by such certificateShares which are no longer outstanding.

Issue of Right Certificates. (a) Until the Distribution Shares Acquisition Date, (i) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 33(b)) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock Shares (which certificates for the Common Stock Shares shall also 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 StockShares. As soon as practicable after receipt by the Rights Agent of written notice from the Company of that the Distribution DateShares Acquisition Date has occurred, the Rights AgentAgent will send, at the Company's expense, will send by first-class, insured, postage prepaid mail, at the expense of the Company, to each record holder of the Common Stock Shares as of the close of business on the Distribution Shares Acquisition 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 Common Share held of the Common Stock so held, subject to adjustment record as provided herein. As of and after the close of business on the Distribution Shares Acquisition Date. As of the close of business on the Shares Acquisition Date, the Rights will be evidenced solely by such Right Certificates. (b) As soon as practicable following Following the Record Dateexecution of this Amended and Restated Rights Agreement on behalf of the Company and on behalf of the Rights Agent, the Company will send a copy of a file with the Securities and Exchange Commission on Form 8-A the information contained in the Summary of Rights to Purchase Common Stock, in substantially the form Shares attached hereto as Exhibit C (the "Summary of Rights"), by prepaid mail, to each record holder . Until the Shares Acquisition Date (or the earlier redemption or expiration 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 DateRights), the Rights will be evidenced by such the certificates for the Common Stock, and Shares registered in the registered names of the holders of the Common Stock shall also be the registered holders of the associated RightsShares. Until the Distribution Shares Acquisition Date (or the 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 Shares shall also constitute the surrender for transfer of the Rights associated with the Common Stock Shares represented by such certificate. (c) Rights shall be issued in respect of all Common Shares issued (including but not limited to Common Shares which are treasury shares as of Common Stock issued the Record Date and subsequently become outstanding) or surrendered for transfer or exchange after the Record Date but prior to the earlier of the Distribution Shares Acquisition Date or the Expiration Date, or, in certain circumstances provided Date (as such term is defined in Section 22 hereof, after the Distribution Date7). Certificates representing such shares of Common Stock Shares 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 an Amended and Restated Rights Agreement between THE GOODYEAR TIRE & RUBBER COMPANY STERIS Corporation and EQUISERVE TRUST COMPANYHarrxx Xxxst and Savings Bank, N.A., as Rights Agent, dated as of April 15January 21, 2002 1999 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and as such Rights Agreement may be amended from time to time thereafter, a copy of which is on file at the principal executive offices of THE GOODYEAR TIRE & RUBBER COMPANYSTERIS Corporation. 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 STERIS Corporation 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, Rights may become null and void. 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 Shares Acquisition Date, the Rights associated with the Common Stock Shares 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 surrender for transfer of the Rights associated with the Common Stock Shares represented by such certificate.

Issue of Right Certificates. (a) Until From and after November 9, 2004 until the Distribution Date, (i) the outstanding Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the outstanding Common Stock registered in the names Shares of the holders of the Common Stock (which certificates for the Common Stock shall be deemed also to be Right Certificates) Company and not by separate Right Certificates, and (ii) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Shares of the Common StockCompany. As soon as practicable after receipt by the Rights Agent of written notice from is notified in writing by the Company of the occurrence of the Distribution Date, the Rights AgentAgent will send, at the Company's expense, will send by first-class, postage postage-prepaid mail, to each record holder of Common Shares of the Common Stock Company as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the stock transfer records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto, Certificate evidencing one Right for each share of the Common Stock Share so held, subject to adjustment as provided hereinin this Agreement. As of From and after the close of business on the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) As On November 9, 2004, or as soon thereafter as practicable following the Record Datepracticable, 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 first-class, postage-prepaid mail, mail to each record holder of Common Shares of the Common Stock Company as of the close Close of business Business on the Record DateNovember 9, 2004, at the address of such holder shown on the stock transfer records of the Company. With respect to certificates for the Common Stock Shares outstanding as of the Record Dateon November 9, until the Distribution Date2004, the certificates evidencing such Common Shares shall thereafter also evidence the outstanding Rights will (as such Rights may 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 (amended 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 supplemented) distributed 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 thereto until the earlier of the Distribution Date or the date of surrender thereof to the Company's transfer agent for registration of transfer or exchange of Common Shares. Until the Distribution Date (or, if earlier, the Redemption Date or Final Expiration Date), the surrender for registration of transfer or exchange of any certificate for Common Shares outstanding as of the Close of Business on November 9, 2004, with or without a copy of the Summary of Rights attached thereto, shall also constitute the surrender for registration of transfer or exchange of the outstanding Rights associated with the Common Shares represented thereby. (c) The Company agrees that, at any time after November 9, 2004 and prior to the Distribution Date (or, if earlier, the Redemption Date or Final Expiration Date) at which it issues any of its Common Shares upon original issue or out of treasury, it will concurrently distribute to the holder of such Common Shares one Right for each such Common Share, which Right shall be subject to the terms and provisions of this Agreement and will evidence the right to purchase the same number of one one-hundredths (1/100s) of a Preferred Share at the same Purchase Price as the Rights then outstanding. (d) Certificates for Common Shares issued after November 9, 2004 but prior to the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares whether upon registration of transfer or exchange of Common Stock Shares outstanding on November 9, 2004 or upon original issue or out of treasury thereafter, 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 Illini Corporation and EQUISERVE TRUST COMPANY, N.A., as Rights AgentIllinois Stock Transfer Company, dated as of April 15October 29, 2002 2004 (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 COMPANYIllini Corporation. 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 Illini Corporation 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 circumstancesAs described in the Rights Agreement, Rights which are issued to or were beneficially owned acquired by any Acquiring Persons Person or their Affiliates any Affiliate or Associates Associate thereof (each as such terms are defined in the Rights Agreement)) shall under certain circumstances, and any subsequent holder of such Rights, may become null and void. After the due execution of any supplement or amendment With respect to this Agreement in accordance with the terms hereof, the reference to this Agreement in certificates containing the foregoing legend shall mean the Agreement as so supplemented or amended. Until legend, until the Distribution Date, the outstanding Rights associated with the Common Stock Shares represented by such certificates containing the foregoing legend shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate for registration of such certificates transfer or exchange of the Common Shares evidenced thereby shall also constitute surrender for registration of transfer or exchange of outstanding Rights (as such Rights may be amended or supplemented) associated with the transfer Common Shares represented thereby. (e) If the Company purchases or acquires any of its Common Shares after November 9, 2004, but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock represented by such certificateShares which are no longer outstanding.

Issue of Right Certificates. (a) Until Prior to the Distribution Date, (i) the Rights will be evidenced (subject to the provisions of paragraph (b) penultimate sentence of this Section 33(a)) by the certificates for the Common Stock and not by separate Right Certificates (as hereinafter defined) and the registered in the names of the holders of the Common Stock (which certificates for the Common Stock shall be deemed also to be Right Certificates) and not by separate Right Certificatesthe registered holders of the associated Rights, and (ii) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock. As soon as practicable after receipt by the Rights Agent of written notice from the Company of the Distribution Record Date, the Rights Agent, at the Company's expense, Company will send a copy of the Summary of Rights substantially in the form of Exhibit C hereto, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, Record 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 . With respect to certificates for each share Common Stock outstanding as of the Common Stock so heldRecord Date, subject prior 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 Certificatescertificates registered in the names of the holders thereof together with a copy of the Summary of Rights. Prior to the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. (b) As soon as practicable following after the Record Company has notified the Rights Agent of the occurrence of the Distribution Date, the Company Rights Agent will send a copy of a Summary of Rights to Purchase Common Stocksend, in substantially at the form attached hereto as Exhibit C (the "Summary of Rights")Company's expense, by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Record DateDistribution Date (other than any Acquiring Person or any Affiliate or Associate thereof), at the address of such holder shown on the records of the Company. With respect , one or more Right Certificates evidencing one Right (subject to certificates adjustment as provided herein) for the each share of Common Stock outstanding as so held. If an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11, the Company shall, at the time of distribution of the Record DateRight Certificates, until make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. From and after the Distribution Date, the Rights will be evidenced solely 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 certificateRight Certificates. (c) Rights shall be issued in respect of all shares of Common Stock outstanding as of the Record Date or issued (on original issuance or out of treasury) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date. In addition, in connection with the issuance or sale of shares of Common Stock following the Distribution Date and prior to the Expiration Date, orthe Company (i) shall, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such with respect to shares of Common Stock so issued or sold (x) pursuant to the exercise of stock options or under any employee plan or arrangement or (y) upon the exercise, conversion or exchange of other securities issued by the Company prior to the Distribution Date and (ii) may, in any other case, if deemed necessary or appropriate by the Board, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that no such Right Certificate shall be issued if, and to the extent that, (i) 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 or (ii) appropriate adjustment shall otherwise have been made in lieu of the issuance thereof. (d) Certificates issued for Common Stock after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date 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 Xxxxx International Services Corporation and EQUISERVE TRUST COMPANY, N.A.The Bank of New York, as Rights Agent, dated as of April 15October 29, 2002 1999 and as amended from time to time (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 COMPANYthe Company. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, such Rights will may be evidenced by separate certificates and will no longer be evidenced by this certificate, may be redeemed or exchanged or may expire. THE GOODYEAR TIRE & RUBBER COMPANY will mail to the holder of this certificate a copy of As set forth in the Rights Agreement (as in effect on the date of mailing) without charge promptly after receipt of a written request therefor. Under certain circumstancesAgreement, Rights which are issued to, or were beneficially owned by held by, any Person who is, was or becomes an Acquiring Persons Person or their Affiliates an Affiliate or Associates Associate thereof (as such terms are defined in the Rights Agreement), and whether currently held by or on behalf of such Person or by any subsequent holder of such Rightsholder, may become be null and void. 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.

Issue of Right Certificates. (a) Until the Distribution Date, (i) the Rights will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3Agreement) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock such certificates (which certificates for the Common Stock shall will also 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 Common Shares. The Company shall give the Common StockRights Agent prior written notice of the Distribution Date and the circumstances giving rise thereto. As soon as practicable after receipt by the Rights Agent of written notice from the Company of the Distribution Date, the Company will prepare and execute, the Rights AgentAgent will countersign, at and the Company's expense, Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, postage insured, postage-prepaid mail, to each record holder of the Common Stock Shares (except as otherwise provided in Section 11(a)(iii) of this Agreement) as of the close Close of business 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, Certificate evidencing one Right for each share of the Common Stock Share so held, subject to adjustment the adjustments 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 On the Record Date or as soon as practicable following the Record Datethereafter, the Company will send a copy of a the Summary of Rights to Purchase Common Stockby first-class, in substantially the form attached hereto as Exhibit C (the "Summary of Rights"), by postage-prepaid mail, to each record holder of the Common Stock Shares as of the close Close of business 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 Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for registered in the Common Stock, and names of the registered holders of the Common Stock shall also be the registered holders such certificates together with a copy of the associated RightsSummary of Rights attached to such certificates. Until the Distribution Date (or the earlier redemption or expiration of the RightsRedemption Date or Final Expiration Date), the surrender for transfer of any of the certificates certificate for the Common Stock Shares outstanding on the Record Date shall Date, with or without a copy of the Summary of Rights attached to such certificates, will also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificatecertificates. As soon as practicable after the date of this Agreement, the Company will send a copy of the Summary of Rights by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the date of this Agreement, at the address of such holder shown on the records of the Company. (c) Rights shall be issued Certificates for Common Shares that become outstanding (including, without limitation, reacquired Common Shares referred to in respect the last sentence of all shares of Common Stock issued this Section 3(c)) after the Record Date but prior to the Close of Business on the earlier of the Distribution Date, the Redemption Date or the Final Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares of Common Stock shall Date will have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof of this certificate to certain Rights rights as set forth in a Amended and Restated Rights Agreement between THE GOODYEAR TIRE & RUBBER COMPANY Arkansas Best Corporation and EQUISERVE TRUST COMPANY, N.A., as Rights AgentHarrxx Xxxst and Savings Bank, dated as of April 1523, 2002 1992 (as amended from time to time, 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 COMPANYArkansas Best Corporation. 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 Arkansas Best Corporation will mail to the holder of this certificate a copy of the Rights Agreement (as Agreement. As described in effect on the date of mailing) without charge promptly after receipt of a written request therefor. Under certain circumstancesRights Agreement, Rights which are issued to Acquiring Person or were beneficially owned by Acquiring Adverse Persons or their Affiliates or Associates (as such terms are defined in the Rights Agreement), and any subsequent holder of such Rights, ) may under certain circumstances become null and void. After the due execution of any supplement or amendment With respect to this Agreement in accordance with the terms hereof, the reference to this Agreement in such certificates containing the foregoing legend shall mean the Agreement as so supplemented or amended. Until legend, until the Distribution Date, the Rights associated with the Common Stock Shares represented by such certificates containing the foregoing legend shall will be evidenced by such certificates alone, and the surrender for transfer of any of such certificates shall certificate will also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificate. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares will be deemed cancelled and retired so that the Company will not be entitled to exercise any Rights associated with the Common Shares that are no longer outstanding.

Issue of Right Certificates. (a) Until the close of business on the tenth day after the Shares Acquisition Date (the “Distribution Date”), (i) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 33(b)) by the certificates for the Common Stock registered in the names of the holders of the Common Stock thereof (which certificates 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 Company will prepare and execute, the Rights AgentAgent will countersign, at and the Company's expense, Company will send or cause to be sent (and the Rights Agent will, if so requested by first-written notice and provided with a stockholder list and all other relevant information that the Rights Agent may reasonably request, send), by first class, postage postage-prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution DateDate (other than an Acquiring Person or any Affiliate or Associate of an Acquiring Person), at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B heretohereto (a “Right Certificate”), 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. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. (b) As On the Record Date or as soon as practicable following the Record Datethereafter, the Company will send a copy of a Summary of Rights to Purchase Common Preferred Stock, in substantially the form attached hereto as Exhibit C (the "“Summary of Rights"”), by first class, postage-prepaid mailmail or other means used by the Company to deliver proxy statements to its stockholders, to each record holder of the Common Stock as of the close of business on the Record Date, 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 registered in the Common Stock, and the registered holders names of the Common Stock shall also be the registered holders thereof together with a copy of the associated Summary of Rights. Until the Distribution Date (or the earlier redemption or expiration of the RightsRedemption Date or the Final Expiration Date), the surrender for transfer of any of the certificates certificate for the Common Stock outstanding on the Record Date Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificatethereby. (c) Rights shall be issued in respect of all shares of Common Stock issued or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier earliest of the Distribution Date, the Redemption Date or and the Final Expiration Date, or, or in certain circumstances provided in Section 22 hereof22, after the Distribution Date. Certificates representing such shares issued for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date 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 the Rights Agreement between THE GOODYEAR TIRE Xxxxxxx & RUBBER COMPANY Xxxx Financial, Inc. and EQUISERVE TRUST COMPANYComputershare Trust Company, N.A., as Rights Agent, dated as of April 158, 2002 2009, as the same may be supplemented or amended from time to time (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 Xxxxxxx & RUBBER COMPANY. Xxxx Financial, Inc. 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 Computershare Trust Company, N.A. 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, as set forth in the Rights which are Agreement, Rights acquired or were beneficially owned by any Person who becomes an Acquiring Persons Person or their Affiliates any Affiliate or Associates Associate of an Acquiring Person (as such terms are defined in the Rights Agreement), ) and any subsequent holder of such Rights, may their transferees will become null and voidvoid and will not longer be transferable. After the due execution of any supplement or amendment With respect to this Agreement in accordance with the terms hereof, the reference to this Agreement in such certificates containing the foregoing legend shall mean the Agreement as so supplemented or amended. Until legend, until the Distribution Date, the Rights associated with the Common Stock represented by such 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 certificatecertificates. In the event that the Company purchases or acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock that are no longer outstanding. Notwithstanding this Section 3(c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Right Certificates. (a) Until Prior to the Distribution Date, (i) the i)the Rights will be evidenced (subject to the provisions of paragraph (b) penultimate sentence of this Section 33(a)) by the certificates for the Common Stock and not by separate Right Certificates (as hereinafter defined) and the registered in the names of the holders of the Common Stock (which certificates for the Common Stock shall be deemed also to be Right Certificates) and not by separate Right Certificatesthe registered holders of the associated Rights, and (ii) the right to receive Right Certificates ii)the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock. As soon as practicable after receipt by the Rights Agent of written notice from the Company of the Distribution Record Date, the Rights Agent, at the Company's expense, Company will send a copy of the Summary of Rights substantially in the form of Exhibit C hereto, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, Record Date at the address of such holder shown on the records of the Company. Prior to the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date, with or without a Right Certificatecopy of the Summary of Rights, in substantially shall also constitute the form transfer of Exhibit B hereto, evidencing one Right for each share of the Rights associated with 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 Certificatesrepresented thereby. (b) As soon as practicable following after the Record Company has notified the Rights Agent of the occurrence of the Distribution Date, the Company Rights Agent 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")send, by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Record DateDistribution Date (other than any Acquiring Person or any Affiliate or Associate thereof), at the address of such holder shown on the records of the Company. With respect , one or more Right Certificates evidencing one Right (subject to certificates adjustment as provided herein) for the each share of Common Stock outstanding as so held. If an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11 the Company shall, at the time of distribution of the Record DateRight Certificates, until make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. From and after the Distribution Date, the Rights will be evidenced solely 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 certificateRight Certificates. (c) Rights shall be issued in respect of all shares of Common Stock outstanding as of the Record Date or issued (on original issuance or out of treasury) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date. In addition, in connection with the issuance or sale of shares of Common Stock following the Distribution Date and prior to the Expiration Date, orthe Company (i) shall, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such with respect to shares of Common Stock so issued or sold (x) pursuant to the exercise of stock options or under any employee plan or arrangement or (y) upon the exercise, conversion or exchange of other securities issued by the Company prior to the Distribution Date and (ii) may, in any other case, if deemed necessary or appropriate by the Board, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided that no such Right Certificate shall be issued if, and to the extent that, (i) 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 or (ii) appropriate adjustment shall otherwise have been made in lieu of the issuance thereof. (d) Certificates issued for Common Stock after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date 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 McMoRan Exploration Co. and EQUISERVE TRUST COMPANY, N.A.Mellon Securities Trust Company, as Rights Agent, dated as of April 15November 13, 2002 1998 (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 COMPANYthe Corporation. The Corporation will mail to the holder of this certificate a copy of the Rights Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, such Rights will may be evidenced by separate certificates and will no longer be evidenced by this certificate, may be redeemed or exchanged or may expire. THE GOODYEAR TIRE & RUBBER COMPANY will mail to the holder of this certificate a copy of As set forth in the Rights Agreement (as in effect on the date of mailing) without charge promptly after receipt of a written request therefor. Under certain circumstancesAgreement, Rights which are issued to, or were beneficially owned by held by, any Person who is, was or becomes an Acquiring Persons Person or their Affiliates an Affiliate or Associates Associate thereof (as such terms are defined in the Rights Agreement), and whether currently held by or on behalf of such Person or by any subsequent holder of such Rightsholder, may become be null and void. 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.

Issue of Right Certificates. (a) Until the Distribution Date, (i) the Rights will be evidenced (subject to the provisions of paragraph (bSection 3(b) of this Section 3hereof) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock thereof (which certificates for the Common Stock shall also 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 StockShares. As soon as practicable after receipt by the Rights Agent of written notice from the Company of the Distribution Date, the Corporation will prepare and execute, the Rights AgentAgent will countersign, at and the Company's expense, Corporation will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, postage postage-prepaid mail, to each record holder of the Common Stock Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the CompanyCorporation, a Right Certificate, in substantially the form of Exhibit B heretoA hereto (a "Right Certificate"), evidencing one Right for each share of the Common Stock Share 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 CertificatesCertificates or brokers' due bills. (b) As soon as practicable following On the Record Date, or as soon as practicable thereafter, the Company Corporation will send a copy of a Summary of Rights to Purchase Common StockShares, in substantially the form attached of Exhibit B hereto as Exhibit C (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of the Common Stock Shares as of the close of business on the Record Date, at the address of such holder shown on the records of the CompanyCorporation. With respect to certificates for the Common Stock Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for registered in the Common Stock, and the registered holders names of the Common Stock shall also be the registered holders thereof together with a copy of the associated RightsSummary of Rights attached thereto. Until the Distribution Date (or the earlier redemption or expiration of the RightsRedemption Date or the Final Expiration Date), the surrender for transfer of any of the certificates certificate for the Common Stock Shares outstanding on the Record Date Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificatethereby. (c) Rights shall be issued Certificates for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in respect the last sentence of all shares of Common Stock issued this paragraph (c)) after the Record Date but prior to the earlier earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares of Common Stock Date 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 rights as set forth in a Amended and Restated Rights Agreement between THE GOODYEAR TIRE & RUBBER COMPANY MFB Corp. and EQUISERVE TRUST COMPANY, N.A., as Rights AgentRegistrar and Transfer Company, dated as of April 15October 2, 2002 2006 (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. MFB Corp. 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 MFB Corp. 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 circumstancesAs described in the Rights Agreement, Rights which are or were beneficially owned by issued to any Person who becomes an Acquiring Persons or their Affiliates or Associates Person (as such terms are defined in the Rights Agreement), and any subsequent holder of such Rights, may ) shall become null and void. After the due execution of any supplement or amendment With respect to this Agreement in accordance with the terms hereof, the reference to this Agreement in such certificates containing the foregoing legend shall mean the Agreement as so supplemented or amended. Until legend, until the Distribution Date, the Rights associated with the Common Stock Shares represented by such certificates containing the foregoing legend shall be evidenced by such certificates alone, and the surrender for transfer of any of such certificates certificate shall also constitute the transfer of the Rights associated with the Common Stock Shares represented by thereby. In the event that the Corporation purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such certificateCommon Shares shall be deemed cancelled and retired so that the Corporation shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding.

Issue of Right Certificates. (a) Until From and after November 9, 2000 until the Distribution Date, (i) the outstanding Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the outstanding Common Stock registered in the names Shares of the holders of the Common Stock (which certificates for the Common Stock shall be deemed also to be Right Certificates) Company and not by separate Right Certificates, and (ii) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Shares of the Common StockCompany. As soon as practicable after receipt by the Rights Agent of written notice from is notified in writing by the Company of the occurrence of the Distribution Date, the Rights AgentAgent will send, at the Company's expense, will send by first-class, postage postage-prepaid mail, to each record holder of Common Shares of the Common Stock Company as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the stock transfer records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto, Certificate evidencing one Right for each share of the Common Stock Share so held, subject to adjustment as provided hereinin this Agreement. As of From and after the close of business on the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) As On November 10, 2000, or as soon thereafter as practicable following the Record Datepracticable, 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 first-class, postage-prepaid mail, mail to each record holder of Common Shares of the Common Stock Company as of the close Close of business Business on the Record DateNovember 9, 2000, at the address of such holder shown on the stock transfer records of the Company. With respect to certificates for the Common Stock Shares outstanding as of the Record Dateon November 9, until the Distribution Date2000, the certificates evidencing such Common Shares shall thereafter also evidence the outstanding Rights will (as such Rights may 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 (amended 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 supplemented) distributed 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 thereto until the earlier of the Distribution Date or the date of surrender thereof to the Company's transfer agent for registration of transfer or exchange of Common Shares. Until the Distribution Date (or, if earlier, the Redemption Date or Final Expiration Date), the surrender for registration of transfer or exchange of any certificate for Common Shares outstanding as of the Close of Business on November 9, 2000, with or without a copy of the Summary of Rights attached thereto, shall also constitute the surrender for registration of transfer or exchange of the outstanding Rights associated with the Common Shares represented thereby. (c) The Company agrees that, at any time after November 9, 2000 and prior to the Distribution Date (or, if earlier, the Redemption Date or Final Expiration Date) at which it issues any of its Common Shares upon original issue or out of treasury, it will concurrently distribute to the holder of such Common Shares one Right for each such Common Share, which Right shall be subject to the terms and provisions of this Agreement and will evidence the right to purchase the same number of one two-thousandths (1/2000s) of a Preferred Share at the same Purchase Price as the Rights then outstanding. (d) Certificates for Common Shares issued after November 9, 2000 but prior to the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares whether upon registration of transfer or exchange of Common Stock Shares outstanding on November 9, 2000 or upon original issue or out of treasury thereafter, 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 Compuware Corporation and EQUISERVE TRUST COMPANYEquiServe Trust Company, N.A., as Rights Agenta National Banking Association, dated as of April 15October 25, 2002 2000 (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 COMPANYCompuware Corporation. 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 Compuware Corporation 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 circumstancesAs described in the Rights Agreement, Rights which are issued to or were beneficially owned acquired by any Acquiring Persons Person or their Affiliates any Affiliate or Associates Associate thereof (each as such terms are defined in the Rights Agreement)) shall under certain circumstances, and any subsequent holder of such Rights, may become null and void. After the due execution of any supplement or amendment With respect to this Agreement in accordance with the terms hereof, the reference to this Agreement in certificates containing the foregoing legend shall mean the Agreement as so supplemented or amended. Until legend, until the Distribution Date, the outstanding Rights associated with the Common Stock Shares represented by such certificates containing the foregoing legend shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate for registration of such certificates transfer or exchange of the Common Shares evidenced thereby shall also constitute surrender for registration of transfer or exchange of outstanding Rights (as such Rights may be amended or supplemented) associated with the transfer Common Shares represented thereby. (e) If the Company purchases or acquires any of its Common Shares after November 9, 2000, but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock represented by such certificateShares which are no longer outstanding.

Issue of Right Certificates. (a) Until the Distribution Date, (i1) the outstanding Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) (A) with respect to Common Shares that are held in certificated form, by the certificates for the outstanding Common Stock registered in the names Shares of the holders of the Common Stock (which certificates for the Common Stock shall be deemed also to be Right Certificates) Company and not by separate Right CertificatesCertificates and (B) with respect to Common Shares that are held in book-entry form, by a notation in the records of the Rights Agent (and the records of the Company's transfer agent if different from the Rights Agent), and (ii2) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Shares of the Common StockCompany. As soon as practicable after receipt by the Rights Agent of written notice from the Company of the Distribution Date, the Company will prepare and execute, and the Rights AgentAgent will countersign and send, at the Company's expense, will send by first-class, postage insured, postage-prepaid mail, to each record holder of Common Shares of the Common Stock Company as of the close Close of business Business on the Distribution Date, at the address of such holder shown on the stock transfer records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto, Certificate evidencing one Right for each share of the Common Stock Share so held, subject to adjustment adjustments as provided herein. As of From 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 On the Record Date, or as soon thereafter as practicable, 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 first-class, postage-prepaid mail, to each record holder of Common Shares of the Common Stock Company as of the close Close of business Business on the Record Date, at the address of such holder shown on the stock transfer records of the Company. With respect to certificates for the Common Stock Shares outstanding as of on the Record Date, the certificates evidencing such Common Shares shall thereafter also evidence the outstanding Rights (as such Rights may be amended or supplemented) distributed with respect thereto until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock, Date and the registered holders of the Common Stock Shares shall also be the registered holders of the associated Rights. Until the Distribution Date (or, if earlier, the Redemption Date or earlier redemption or expiration of the RightsFinal Expiration Date), the surrender for registration of transfer or exchange of (1) any certificate for Common Shares outstanding as of the certificates for the Common Stock outstanding Close of Business on the Record Date Date, with or without a copy of the Summary of Rights attached thereto, and (2) any Common Shares held in book-entry form, shall also constitute the surrender for registration of transfer or exchange of the outstanding Rights associated with the Common Stock Shares represented by such certificatethereby. (c) Rights The Company agrees that, at any time after the Record Date and prior to the Distribution Date (or, if earlier, the Redemption Date or Final Expiration Date) at which it issues any of its Common Shares upon original issue or out of treasury, it will concurrently distribute to the holder of such Common Shares one Right for each such Common Share, which Right shall be issued in respect subject to the terms and provisions of all shares this Agreement and will evidence the right to purchase the same number of one one-thousandth (1/1000) of a Preferred Share at the same Purchase Price as the Rights then outstanding. (d) Certificates for Common Stock Shares issued after the Record Date but prior to the earlier earliest of the Distribution Date, the Redemption Date or and the Final Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares whether upon registration of transfer or exchange of Common Stock Shares outstanding on the Record Date or upon original issue or out of treasury thereafter, shall also be deemed to be certificates for the Rights and shall have impressed on, printed on, written on or otherwise affixed to them the following legendlegend or such similar legend as the Company may deem appropriate and as is not inconsistent with the provisions of this Agreement: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Amended Rights Agreement, between Odyssey HealthCare, Inc. (the "Company") and Restated Rights Agreement between THE GOODYEAR TIRE & RUBBER COMPANY and EQUISERVE TRUST COMPANY, N.A., as Rights AgentU.S. Stock Transfer Corporation, dated as of April 15________________, 2002 2001, as it may be amended (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 COMPANYthe 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 The 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 circumstancesAs described in the Rights Agreement, Rights which are issued to or were beneficially owned acquired by any Acquiring Persons Person or their Affiliates any Affiliate or Associates Associate thereof (each as such terms are defined in the Rights Agreement), and whether currently held by or on behalf of such Person or by any subsequent holder of such Rightsholder, may shall, under certain circumstances, become null and void. After the due execution of any supplement or amendment With respect to this Agreement in accordance with the terms hereof, the reference to this Agreement in certificates containing the foregoing legend shall mean legend, until the Agreement as so supplemented or amended. Until earlier of the Distribution Date or the Final Expiration Date, the outstanding Rights associated with the Common Stock Shares represented by such certificates containing the foregoing legend shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate for registration of such certificates transfer or exchange of the Common Shares evidenced thereby shall also constitute the surrender for registration of transfer or exchange of the outstanding Rights (as such Rights may be amended or supplemented) associated with the Common Shares represented thereby. The failure to print the foregoing legend on any certificate or any other defect therein shall not affect in any manner whatsoever the application or interpretation of the provisions of Section 8(e) hereof. (e) If the Company purchases or acquires any of its Common Shares after the Record Date, but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock represented by such certificateShares which are no longer outstanding.

Issue of Right Certificates. (a) Until Prior to the Distribution Date, (iDate,(i) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock and not by separate Right Certificates (as hereinafter defined) and the registered in the names of the holders of the Common Stock (which certificates for the Common Stock shall be deemed also to be Right Certificates) and not by separate Right Certificatesthe registered holders of the associated Rights, and (ii) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock. As soon as practicable after receipt the Record Date, the Company will send a summary of the Rights substantially in the form of Exhibit C hereto, by first-class, postage 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. (b) As soon as practicable after the Company has notified the Rights Agent of written notice from the Company occurrence of the Distribution Date, the Rights AgentAgent will send, at the Company's expense, will send by first-class, insured, 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 one or more Right Certificate, in substantially the form of Exhibit B hereto, Certificates evidencing one Right for each share of the Common Stock so held, (subject to adjustment as provided herein) for each share of Common Stock so held. As If an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p), the Company shall, at the time of distribution of the Right Certificates, make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. From 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 outstanding as of the Record Date or issued after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date. In addition, in connection with the issuance or sale of shares of Common Stock following the Distribution Date and prior to the Expiration Date, orthe Company (i) shall, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such with respect to shares of Common Stock so issued or sold (x) pursuant to the exercise of stock options or under any employee plan or arrangement or (y) upon the exercise, conversion or exchange of other securities issued by the Company prior to the Distribution Date and (ii) 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 that no such Right Certificate shall be issued if, and to the extent that, (i) 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 or (ii) appropriate adjustment shall otherwise have been made in lieu of the issuance thereof. (d) Certificates for the Common Stock issued after the effective date of this Agreement but prior to the earlier of the Distribution Date and the Expiration Date 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 THIS CERTIFICATE ALSO EVIDENCES CERTAIN RIGHTS AS SET FORTH IN THE GOODYEAR TIRE AMENDED AND RESTATED RIGHTS AGREEMENT BETWEEN THOMAS & RUBBER BETTS XXXXXXATIXX XXD FIRST CHICAGO TRUST COMPANY and EQUISERVE TRUST COMPANYDATED AS MAY 7, N.A., as Rights Agent, dated as of April 15, 2002 2003 (the THE "Rights AgreementAMENDED AND RESTATED 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 TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. Under certain circumstancesTHE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE AMENDED AND RESTATED RIGHTS AGREEMENT WITHOUT CHARGE PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES, as set forth in the Rights AgreementAS SET FORTH IN THE AMENDED AND RESTATED RIGHTS AGREEMENT, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificateSUCH RIGHTS MAY BE EVIDENCED BY SEPARATE CERTIFICATES AND NO LONGER BE EVIDENCED BY THIS CERTIFICATE, MAY BE REDEEMED OR EXCHANGED OR MAY EXPIRE. AS SET FORTH IN THE GOODYEAR TIRE & RUBBER COMPANY will mail to the holder of this certificate a copy of the Rights Agreement AMENDED AND RESTATED RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE THEREOF (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 AgreementAS SUCH TERMS ARE DEFINED IN THE AMENDED AND RESTATED RIGHTS AGREEMENT), and any subsequent holder of such RightsWHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, may become null and void. 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 certificateMAY BE NULL AND VOID.

Issue of Right Certificates. (a) Until the Distribution Date, (ix) 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 for the Common Stock shall be deemed also to be Right Certificatescertificates for Rights) and not by separate Right Certificatescertificates, and (iiy) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the underlying shares of Common StockStock (including a transfer to the Company). 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, Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close Close of business 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 heretohereto (the “Right Certificates”), evidencing one Right for each share of the Common Stock so held. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Sections 11, subject to adjustment as provided herein12 or 13 hereof, at the time of distribution of the Rights Certificates, the Company may make the necessary and appropriate rounding adjustments (in accordance with Section 14 hereof), so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the close of business on the Distribution Date, the Rights will be evidenced solely by such Right Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the Business Day next following. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. (b) As soon as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Common StockRights, in substantially the form attached hereto as Exhibit C (the "“Summary of Rights"”), by first-class, postage prepaid mail, mail to each record holder of the Common Stock as of the close Close of business Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Until the Common Stock outstanding as earlier 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)Expiration Date, the surrender for transfer of any of the certificates certificate for the Common Stock outstanding on the Record Date Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificatethereby. (c) Rights shall be issued in respect of all shares of Certificates for the Common Stock issued after the Record Date but prior to the earlier of the Distribution Date or the Expiration DateDate (as hereinafter defined), orshall be deemed also to be certificates for Rights, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares of Common Stock and shall have impressed on, printed on, written on or otherwise affixed to them bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Amended and Restated the Rights Agreement between THE GOODYEAR TIRE A. M. Castle & RUBBER COMPANY Co. (the “Company”) and EQUISERVE TRUST COMPANYAmerican Stock Transfer & Trust Company, N.A., as Rights Agent, LLC dated as of April 15August 31, 2002 2012 (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 COMPANYthe 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 The 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 circumstancescircumstances as provided in the Rights Agreement, Rights which are issued to or were beneficially owned by Acquiring Persons or their Affiliates or Associates (as such terms are defined in the Rights Agreement), ) or any Affiliate or Associate thereof (as defined in the Rights Agreement) and any subsequent holder of such Rights, Rights may become null and void. Notwithstanding this subsection (c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights. (d) After the due execution Distribution Date but prior to the Expiration Date, Rights shall, without further action, be issued in connection with the issuance of Common Stock upon the exercise of stock options granted prior to the Distribution Date or pursuant to other benefits under any employee plan or arrangement established prior to the Distribution Date; provided, however, that if, pursuant to the terms of any supplement option or amendment to this Agreement in accordance with the terms hereofother benefit plan, the reference to this Agreement in the foregoing legend shall mean the Agreement as so supplemented or amended. Until number of shares issuable thereunder is adjusted after the Distribution Date, the number of Rights issuable upon issuance of the shares shall be equal only to the number of shares which would have been issuable prior to the adjustment. In the event that the Company purchases or acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of 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 certificatethat are no longer outstanding.

Issue of Right Certificates. (a) 3.1 Until the Distribution Date, Date (i) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 33.2) by the certificates for the Common Stock Shares registered in the names of the holders of the Common Stock thereof (which certificates for the Common Stock shall also be deemed also to be Right Certificatescertificates for Rights) or, in the case of Book-Entry Shares, by notations in the respective book-entry accounts that evidence record ownership for such Common Shares and not by separate Right Certificates, Certificates and (ii) the right to receive Right Certificates will be transferable only in connection with the transfer of the Common StockShares. As soon as practicable after receipt by the Rights Agent of written notice from the Company of the Distribution Date, the Company will prepare and execute, the Rights AgentAgent will countersign, at and the Company's expenseCompany will deliver or cause to be delivered (and the Rights Agent will, will send by first-classif requested, postage prepaid mail, deliver) to each record holder of the Common Stock Shares as of the close Distribution Date (other than to any Acquiring Person or any Associate or Affiliate of business on the Distribution Datesuch Acquiring Person), 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 Share 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 CertificatesCertificates (or by book-entry notations). (b) 3.2 As soon as practicable following after the Record Date, the Company will send deliver or cause to be delivered a copy of a the 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 any holder of Rights who may so request from time to time prior to 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 CompanyExpiration Time. With respect to certificates for the Common Stock Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for registered in the Common Stock, and the registered holders names of the Common Stock shall also be the registered holders thereof together with a copy of the associated Summary of Rights. Until the earlier of the Distribution Date (or earlier redemption or expiration of and the Rights)Expiration Time, the surrender for transfer of any of the certificates certificate for the Common Stock Shares outstanding on the Record Date Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock Shares represented by such certificatethereby. 3.3 Certificates for Common Shares which become outstanding (cincluding reacquired Common Shares referred to in Section 3.4) Rights shall be issued in respect of all shares of Common Stock issued after the Record Date but prior to the earlier of (i) the Distribution Date or and (ii) the Expiration Date, or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares of Common Stock Time 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 EPIQ Systems, Inc. and EQUISERVE TRUST COMPANYXxxxx Fargo Bank, N.A.National Association, as Rights Agent, dated as of April 15September 18, 2002 2014, as it may from time to time be amended or supplemented pursuant to its terms (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. EPIQ Systems, Inc. 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 EPIQ Systems, Inc. will mail deliver 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 that are or were beneficially owned acquired or Beneficially Owned by Acquiring Persons or their Associates or Affiliates or Associates (each as such terms are defined in the Rights Agreement), and any subsequent holder of such Rights, ) may become null and voidvoid and may not be exercised or transferred to any Person. After With respect to any Book-Entry Shares, a legend in substantially similar form will be included in a notice to the due execution record holder of any supplement or amendment to this Agreement such shares in accordance with applicable law. Notwithstanding the terms hereofforegoing, the omission of the legend required hereby, the inclusion of a legend that makes reference to a rights agreement other than this Agreement in or the foregoing legend shall mean failure to provide notice thereof will not affect the enforceability of any part of this Agreement as so supplemented or amended. Until the rights of any holder of Rights. 3.4 If the Company purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any 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 certificateShares which are no longer outstanding.