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                                BRAD RAGAN, INC.

                          PERFORMANCE RECOGNITION PLAN

                            EFFECTIVE JANUARY 1, 1997




I.       PURPOSE AND POLICY

                  It is the declared policy of the Board of Directors of Brad
Ragan, Inc. ("BRI" or "the Company"), in order to provide incentive for extra
effort, that key personnel of the Company shall be compensated in addition to
their fixed compensation by participation in the Brad Ragan, Inc. Performance
Recognition Plan (the "Plan"). Such key personnel shall be selected, as
hereinafter provided, from the elected officers and other key employees of the
Company.

                  The Plan is designed to reinforce participant effort and
responsibility towards achieving the total Company business objectives, the
objectives of specific business units and objectives established for individual
participants. Awards to participants provided under the Plan will vary to the
extent these goals and objectives are obtained. The basic intent is to tie
awards directly to results that reflect Company growth and success achieved
through customer satisfaction, quality products and enhanced shareholder value.

                  The policy aforesaid shall be subject annually, and preferably
at its first meeting of the calendar year, to reconsideration by the Board of
Directors of the Company; and the Plan shall on such reconsideration be subject
to affirmance, discontinuance, or amendment by the Board of Directors, for such
year.

II.      DEFINITIONS

                  For purposes of the Plan, the following terms shall have the
following meanings:

         A) Award. Cash payments approved by the Committee (as defined in
Section III) and made pursuant to the objectives established pursuant to the
Plan.

         B) Participant. A salaried employee of the Company who has been
selected by the Committee to receive an award under the Plan subject to the
attainment of the established goals and objectives.

         C) Company or BRI. Brad Ragan, Inc. or any of its subsidiaries and
affiliates.

         D) Goodyear. The Goodyear Tire & Rubber Company or any of its
subsidiaries and affiliates.

         E) Plan year. A twelve month period beginning January 1 and ending
December 31.




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III.     THE COMMITTEE

                  The "Committee," as referred to herein, is the Compensation
Committee of the Board of Directors of BRI and shall from time to time be
comprised of elected persons who then are members of the Board of Directors and
who are not participants in the Plan; and no member of the Committee shall be
eligible for participation in the Plan while serving on the Committee. Action by
the Committee pursuant to any provision of the Plan may be taken by unanimous
written consent to action without meeting or at any meeting held upon not less
than five days notice of its time, place and purpose given to each member, at
which meeting a quorum of not less than two members is present. If less than the
whole Committee is present, such action must be by the unanimous vote of those
present, otherwise by a majority vote. The minutes of such meeting (signed by
its secretary) or the unanimous written consent evidencing such action shall
constitute authority for BRI to proceed in accordance therewith.

IV.      TARGET BONUS

                  Each participant is granted a target bonus which is subject to
adjustment between zero percent and 150 percent, depending upon the business
goal achievement.

V.       SELECTION OF PARTICIPANTS

         A) Following a determination by the Board that the Plan shall be
effective for any calendar year, and after consultation with the Chief Executive
Officer of BRI, the Committee shall determine the participants and establish
their respective target bonuses for such calendar year. The Committee shall also
review and approve the goals established for the participants. As to such
determination, the Committee may rely, to the extent it deems appropriate, upon
any information and recommendations obtained from the officer so consulted. As
soon as practicable after the selection of participants, the Company shall
notify them of their participation and target bonuses. Participants are not
eligible for any other annual Company bonus or incentive plan.

         B) A list, certified by the Committee (or by the officers as to action
pursuant to subparagraph A above), shall evidence the determination of those
persons who are participants in the Plan for such calendar year and their
respective target bonuses and goals therein.

         C) The Chief Executive Officer may add officers or employees as
participants in the Plan during a Plan year and report such additional
participants to the Committee from time to time.

VI.      PAYMENT

                  The Committee, at its sole discretion, shall determine if a
payment shall be made to participants in any Plan year and the percentage of the
target bonus to be paid notwithstanding the fact that the established goals and
objectives may have been achieved. If the Committee determines that there will
be a payment, payment of awards due participants with respect to the Plan will
be made after the close of each Plan year once the achievement of the
performance goals has been determined. All awards are contingent upon the
achievement of the stated performance goals for each Plan year and a
determination by the Committee that a payment shall be distributed to the
participants. All

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awards shall be in cash. There shall be deducted from each award under the Plan
the amount of any tax required by governmental authority to be withheld and paid
over by the Company to such government for the account of a participant entitled
to an award.

VII.     CHANGE IN PARTICIPANT'S STATUS

         A) Any participant who is not an employee of the Company or Goodyear on
December 31 of a Plan year forfeits his or her participation for that year
unless employment termination was due to the employee's death or retirement
(other than pursuant to a deferred vested pension) under the Retirement Plan for
Salaried Employees (or a comparable plan of a Goodyear subsidiary or affiliate).

         B) Any participant whose employment terminates during a Plan year due
to retirement or transfer to Goodyear shall be entitled only to a pro rata
portion of the target bonus, subject to the adjustment as provided for in
Section IV hereof. Such pro rata bonus is calculated by multiplying the
percentage of days actually worked of the year (ie, number of days worked
divided by 365) by the target bonus. Notwithstanding the above, a participant
who, after retirement, enters into a relationship either as an employee,
consultant, agent or in any manner whatsoever with an entity that sells products
or services in competition with products or services sold by BRI or Goodyear,
shall forfeit the right to receive a distribution under this Plan. In the event
such participant enters into such a relationship with a competitor within six
months from a distribution under this Plan, the participant agrees to refund to
the Company any such distribution the participant had received.

         C) Any participant whose employment status changes during a Plan year
due to layoff, leave of absence or disability shall be entitled only to a pro
rata portion of the target bonus, subject to the adjustment as provided for in
Section IV hereof. Such pro rata bonus is calculated by multiplying the
percentage of days actually worked of the year (ie, number of days worked
divided by 365) by the target bonus.

         D) The estate of a participant whose employment terminates during a
Plan year due to death shall be entitled only to a pro rata portion of a target
bonus and the target bonus shall not be adjusted under Section IV hereof. Such
pro rata bonus is based on days actually worked and calculated in the same
manner as if the participant had retired and distribution of the bonus shall be
made to the participating employee's executors, administrators, or such other
person or persons as shall, by specific bequest under the last will and
testament of the participating employee, be entitled thereto.

VIII.    MISCELLANEOUS CONDITIONS

                  The Plan and all participation therein shall be subject to the
following conditions:

         A) For all purposes of the Plan, termination of a participant's
employment shall be deemed to have occurred whenever he or she is no longer
employed by the Company.

         B) Nothing in the Plan shall obligate the Company with respect to
tenure of office or duration of employment of any participant.


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         C) All right, title and interest in the Plan shall be personal to the
participant and not subject to voluntary or involuntary alienation,
hypothecation, assignment or transfer, except to the extent provided in Section
VII hereof.

         D) The Committee shall have power finally to interpret any of the
provisions of the Plan and to lay down any regulations not inconsistent herewith
for its administration.

         E) Nothing in the Plan shall prevent or interfere with any
recapitalization or reorganization of BRI, Goodyear or its merger or
consolidation with any corporation. In any such case, the recapitalized,
reorganized, merged, or consolidated company shall assume the obligations of BRI
under the Plan or such modification hereof as, in the judgment of the Board of
Directors, shall be necessary to adapt it to the changed situation and shall
provide substantially equivalent benefits to the participants.

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