Underwriting Agreement – Goodyear Tire & Rubber Co.

The Goodyear Tire & Rubber Company

8,700,000 Shares of 5.875% Mandatory Convertible Preferred
Stock

UNDERWRITING AGREEMENT

March 28, 2011

Goldman, Sachs & Co.
J.P. Morgan Securities LLC
As Representatives of the
Several Underwriters

c/o Goldman, Sachs & Co.
200 West Street
New York, New York 10282

J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179

Ladies and Gentlemen:

The Goodyear Tire & Rubber Company, an Ohio corporation (the “Company”),
proposes, subject to the terms and conditions stated herein, to issue and sell
to the several underwriters (the “Underwriters”) named in Schedule I hereto for
whom you are acting as representatives (the “Representatives”) an aggregate of
8,700,000 shares (the “Firm Shares”) of the Company153s 5.875% Mandatory
Convertible Preferred Stock, no par value (the “Preferred Stock”). The
respective amounts of the Firm Shares to be so purchased by the several
Underwriters are set forth opposite their names in Schedule I hereto. The
Company also proposes to sell at the Underwriters153 option an aggregate of up to
1,300,000 additional shares of the Preferred Stock (the “Option Shares”) as set
forth below. The Preferred Stock will be established by a Certificate of
Amendment (the “Certificate of Amendment”) to the Amended Articles of
Incorporation of the Company, as amended as of the date hereof (the “Amended
Articles of

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Incorporation”) to be filed with the Secretary of State of the State of Ohio
on or before the Closing Date (as defined below).

As the Representatives, you have advised the Company (a) that you are
authorized to enter into this Agreement on behalf of the several Underwriters,
and (b) that the several Underwriters are willing, acting severally and not
jointly, to purchase the number of Firm Shares set forth opposite their
respective names in Schedule I, plus their pro rata portion of the Option Shares
if you elect to exercise the option to purchase additional shares in whole or in
part for the accounts of the several Underwriters. The Firm Shares and the
Option Shares (to the extent the aforementioned option is exercised) are herein
collectively called the “Preferred Shares.” The Preferred Shares and the
Underlying Common Shares (as defined below) are herein collectively called the
“Shares.”

In consideration of the mutual agreements contained herein and of the
interests of the parties in the transactions contemplated hereby, the parties
hereto agree as follows:

1. Representations and Warranties of the Company.

The Company represents and warrants to each of the Underwriters as follows:

(a) An “automatic shelf registration statement” as defined in Rule 405 under
the Securities Act of 1933, as amended (the “Act”), on Form S-3 (File No.
333-173118) in respect of the Preferred Shares and the shares (the “Underlying
Common Shares”) of common stock, no par value, of the Company (the “Common
Stock”) into which the Preferred Shares are convertible or may otherwise be
issued in respect of the Preferred Shares, including a form of prospectus (the
“Base Prospectus”), has been prepared and filed by the Company not earlier than
three years prior to the date hereof, in conformity with the requirements of the
Act and the rules and regulations (the “Rules and Regulations”) of the
Securities and Exchange Commission (the “Commission”) thereunder and no notice
of objection of the Commission to the use of such registration statement or any
post-effective amendment thereto has been received by the Company. The Company
and the transactions contemplated by this Agreement meet the requirements and
comply with the conditions for the use of Form S-3. “Preliminary Prospectus”
means the Base Prospectus, as supplemented by any preliminary prospectus
(including any preliminary prospectus supplement) relating to the Shares filed
with the Commission pursuant to Rule 424(b) under the Act and including the
documents incorporated in the Base Prospectus by reference. Copies of such
registration statement, including any amendments thereto, the Preliminary
Prospectus and the exhibits, financial statements and schedules to such
registration statement, in each case as finally amended and revised, have
heretofore been delivered by the Company to you. Such registration statement,
together with any post-effective amendment thereto filed by the Company pursuant
to Rules 413(b) and 462(f) under the Act, is herein referred to as the
“Registration Statement,” which shall be deemed to include all information
omitted therefrom in reliance upon Rule 430A, 430B or 430C under the Act and
contained in the Prospectus referred to below. The Registration Statement has
become effective under the Act and no post-effective amendment to the
Registration Statement has been filed as of the date of this Agreement.
“Prospectus” means the prospectus in the form first used to confirm sales of the

Preferred Shares and filed with the Commission after the Applicable Time (as
defined below) pursuant to and within the time limits described in Rule 424(b)
under the Act and in accordance with Section 4(a) hereof. Any reference herein
to the Registration Statement, any Preliminary Prospectus or to the Prospectus
or to any amendment or supplement to any of the foregoing documents shall be
deemed to refer to and include any documents incorporated by reference therein
as of each effective date of such Registration Statement or the date of such
Preliminary Prospectus or the Prospectus, as applicable, and, in the case of any
reference herein to the Prospectus, also shall be deemed to include any
documents incorporated by reference therein, and any supplements or amendments
thereto, filed with the Commission after the date of filing of the Prospectus
under Rule 424(b) under the Act, and prior to the termination of the offering of
the Preferred Shares by the Underwriters.

(b) As of the Applicable Time and as of the Closing Date and, if applicable,
each Option Closing Date (each as defined below), neither (i) the General Use
Free Writing Prospectus(es) (as defined below) issued at or prior to the
Applicable Time, the Statutory Prospectus (as defined below) and the information
included on Schedule II hereto, all considered together (collectively, the
“General Disclosure Package”), nor (ii) any individual Limited Use Free Writing
Prospectus (as defined below), when considered together with the General
Disclosure Package, included or will include any untrue statement of a material
fact or omitted or will omit to state a material fact necessary in order to make
the statements therein, in the light of the circumstances under which they were
made, not misleading; provided, however, that the Company makes no
representations or warranties as to information contained in or omitted from the
Statutory Prospectus or any Issuer Free Writing Prospectus, in reliance upon,
and in conformity with, written information furnished to the Company by or on
behalf of any Underwriter through the Representatives, specifically for use
therein, it being understood and agreed that the only such information is that
described in Section 14 herein. As used in this subsection and elsewhere in this
Agreement:

“Applicable Time” means 4:45 p.m. (New York time) on the date of this
Agreement or such other time as agreed to in writing by the Company and the
Representatives.

“Statutory Prospectus” means the Preliminary Prospectus, as amended and
supplemented by any document incorporated by reference therein and any
prospectus supplement that has not been superseded, in each case, immediately
prior to the Applicable Time.

“Issuer Free Writing Prospectus” means any “issuer free writing prospectus,”
as defined in Rule 433 under the Act, relating to the Preferred Shares in the
form filed or required to be filed with the Commission or, if not required to be
filed, in the form retained in the Company153s records pursuant to Rule 433(g)
under the Act.

“General Use Free Writing Prospectus” means any Issuer Free Writing
Prospectus that is identified on Schedule III to this Agreement.

“Limited Use Free Writing Prospectus” means any Issuer Free Writing
Prospectus that is not a General Use Free Writing Prospectus.

(c) Each of the Company and its subsidiaries listed on Schedule IV hereto has
been duly organized and is validly existing and in good standing under the laws
of their respective jurisdictions of organization, with all requisite power and
authority (corporate and other) necessary to own its properties and conduct its
business as described in the Registration Statement, the General Disclosure
Package and the Prospectus, and has been duly qualified as a foreign corporation
or limited liability company for the transaction of business and is in good
standing under the laws of each other jurisdiction in which it owns or leases
properties or conducts any business so as to require such qualification, or is
subject to no liability or disability that is material to the Company and its
subsidiaries taken as a whole by reason of the failure to be so qualified or in
good standing in any such jurisdiction. As used in this Agreement, a
“subsidiary” of any person means any corporation, association, partnership or
other business entity of which more than 50% of the total voting power of shares
of capital stock or other interests (including partnership interests) entitled
(without regard to the occurrence of any contingency) to vote in the election of
directors, managers or trustees thereof is at the time owned or controlled,
directly or indirectly, by: (i) such person, (ii) such person and one or more
subsidiaries of such person or (iii) one or more subsidiaries of such person.

(d) The Company has an authorized capitalization as set forth in the
Registration Statement and the Prospectus (and any similar section or
information contained in the General Disclosure Package) and all of the issued
shares of capital stock of the Company have been duly and validly authorized and
issued and are fully paid and non-assessable; the Preferred Shares to be issued
and sold by the Company have been duly authorized and when issued and paid for
as contemplated herein on the Closing Date (and, if applicable, each Option
Closing Date), will be validly issued, fully paid and non-assessable, and no
preemptive rights of stockholders exist with respect to any of the Preferred
Shares or the issue and sale thereof; the Shares will conform in all material
respects to the description thereof contained in the General Disclosure Package,
the Registration Statement and the Prospectus; neither the filing of the
Registration Statement nor the offering or sale of the Preferred Shares as
contemplated by this Agreement gives rise to any rights, other than those which
have been waived or satisfied for or relating to the registration of any
securities of the Company; and all of the issued shares of capital stock or
other equity interests of each Significant Subsidiary (for purposes of this
Section, as defined in Rule 1-02 of Regulation S-X under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”)) of the Company have been duly and
validly authorized and issued, are fully paid and non-assessable and (except for
directors153 qualifying shares and except as otherwise set forth in the
Registration Statement, the General Disclosure Package and the Prospectus) the
capital stock or other equity interests of each Significant Subsidiary is owned
directly or indirectly by the Company, free and clear of any lien, charge,
encumbrance, security interest, restriction on voting or transfer or any other
claim of any third party, other than those which are “Permitted Liens” as
defined in the Indenture dated as of August 13, 2010, among the Company, the
subsidiaries party thereto and Wells Fargo Bank, N.A., as trustee, as amended
and supplemented. Except as described in the Registration Statement, the General
Disclosure Package and the Prospectus, there are no outstanding subscriptions,
rights, warrants, calls or options to acquire, or instruments convertible into
or exchangeable for, or agreements or understandings with respect to the sale or
issuance of, any shares of capital stock of or other equity or other ownership
interest in the Company or any of its Significant Subsidiaries. The Underlying
Common Shares initially

issuable upon conversion of the Preferred Shares in accordance with the terms
of the Company153s Amended Articles of Incorporation and the Certificate of
Amendment have been duly authorized and reserved for issuance upon such
conversion and, when issued by the Company upon such conversion in accordance
with the terms of the Company153s Amended Articles of Incorporation and the
Certificate of Amendment, will be validly issued, fully paid and non-assessable,
and no preemptive rights of stockholders exist with respect to any of the
Underlying Common Shares issuable upon such conversion or the issue thereof.

(e) The Commission has not issued an order preventing or suspending the use
of any Preliminary Prospectus, any Issuer Free Writing Prospectus or the
Prospectus relating to the proposed offering of the Preferred Shares, and no
proceeding for that purpose or pursuant to Section 8A of the Act has been
instituted or, to the Company153s knowledge, threatened by the Commission. The
Registration Statement, as of each effective date and at the date hereof, the
Closing Date and any Option Closing Date, and the Prospectus, as of its date and
at the date hereof, the Closing Date and any Option Closing Date, complied and
will comply in all material respects with the requirements of the Act and the
Rules and Regulations. The documents incorporated by reference in the
Prospectus, at the time filed with the Commission conformed in all material
respects to the requirements of the Exchange Act or the Act, as applicable, and
the rules and regulations of the Commission thereunder. The Registration
Statement and any amendment thereto as of each effective date and at the date
hereof, the Closing Date and any Option Closing Date, did not contain, and will
not contain, any untrue statement of a material fact and did not omit, and will
not omit, to state a material fact required to be stated therein or necessary to
make the statements therein not misleading; and the Prospectus and any
amendments and supplements thereto as of its date and at the date hereof, the
Closing Date and any Option Closing Date, did not contain, and will not contain,
any untrue statement of a material fact and did not omit, and will not omit, to
state a material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading; provided,
however, that the Company makes no representations or warranties as to
information contained in or omitted from the Registration Statement or the
Prospectus, or any such amendment or supplement, in reliance upon, and in
conformity with, written information furnished to the Company by or on behalf of
any Underwriter through the Representatives, specifically for use therein, it
being understood and agreed that the only such information is that described in
Section 14 herein.

(f) Each Issuer Free Writing Prospectus, as of its issue date and at all
subsequent times through the completion of the public offer and sale of the
Preferred Shares, did not, does not and will not include any information that
conflicted, conflicts or will conflict with the information contained in the
Registration Statement or the Prospectus, including any document incorporated by
reference and any prospectus supplement deemed to be a part thereof that has not
been superseded or modified; provided, however, that the Company makes no
representations or warranties as to information contained in or omitted from any
Issuer Free Writing Prospectus, or any amendment or supplement thereto, in
reliance upon, and in conformity with, written information furnished to the
Company by or on behalf of any Underwriter through the Representatives,
specifically for use therein, it being understood and agreed that the only such
information is that described in Section 14 herein.

(g) The Company has not, directly or indirectly, distributed and will not
distribute any offering material in connection with the offering and sale of the
Preferred Shares other than any Preliminary Prospectus, the Prospectus, any
General Use Free Writing Prospectuses and other materials, if any, permitted
under the Act and consistent with Section 4(b) below. The Company will file with
the Commission all Issuer Free Writing Prospectuses in the time and manner
required under Rules 163(b)(2) and 433(d) under the Act.

(h) (i) At the time of filing the Registration Statement, (ii) at the time
the Company or any person acting on its behalf (within the meaning, for this
clause only, of Rule 163(c) under the Act) made any offer relating to the
Preferred Shares in reliance on the exemption of Rule 163 under the Act and
(iii) at the date hereof, the Company is a “well-known seasoned issuer” as
defined in Rule 405 under the Act. The Company has not received
from the Commission any notice pursuant to Rule 401(g)(2) under the Act
objecting to the use of the automatic shelf registration form.

(i) At the earliest time after the filing of the Registration Statement that
the Company or another offering participant made a bona fide offer
(within the meaning of Rule 164(h)(2) under the Act) of the Preferred Shares and
(ii) as of the date hereof (with such date being used as the determination date
for purposes of this clause(ii)), the Company was not and is not an “ineligible
issuer” (as defined in Rule 405 under the Act, without taking into account any
determination by the Commission pursuant to Rule 405 under the Act that it is
not necessary that the Company be considered an ineligible issuer), including,
without limitation, for purposes of Rules 164 and 433 under the Act with respect
to the offering of the Preferred Shares as contemplated by the Registration
Statement.

(j) The financial statements and the related notes thereto included or
incorporated by reference in the Registration Statement, the General Disclosure
Package and the Prospectus present fairly in all material respects the
consolidated financial position of the Company and its consolidated subsidiaries
as of the dates indicated and the results of their operations and the changes in
their cash flows for the periods specified, in each case, on a consolidated
basis; such financial statements have been prepared in conformity with United
States generally accepted accounting principles (“GAAP”) applied on a consistent
basis (unless otherwise disclosed therein) throughout the periods covered
thereby; and the other financial information included or incorporated by
reference in the Registration Statement, the General Disclosure Package and the
Prospectus has been derived from the accounting records of the Company and its
subsidiaries and presents fairly in all material respects the information shown
thereby.

(k) PricewaterhouseCoopers LLP, who have certified certain consolidated
financial statements of the Company and its consolidated subsidiaries
incorporated by reference in the Registration Statement, the General Disclosure
Package and the Prospectus, are an independent registered public accounting firm
with respect to the Company and its subsidiaries as required by the Act and the
Rules and Regulations and by the Public Company Accounting Oversight Board
(United States) (the “PCAOB”).

(l) Other than as set forth in the Registration Statement, the General
Disclosure Package and the Prospectus, since the date of the latest audited
financial statements included or

incorporated by reference in the Registration Statement, the General
Disclosure Package and the Prospectus, there has been no change in the Company153s
internal control over financial reporting that has materially affected, or is
reasonably likely to materially affect, the Company153s internal control over
financial reporting.

(m) Except as would not reasonably be expected to have a material adverse
effect on the business, properties, financial position or results of operations
of the Company and its subsidiaries, taken as a whole (a “Material Adverse
Effect”), the Company and its subsidiaries maintain systems of internal
accounting controls sufficient to provide reasonable assurance that (i)
transactions are executed in accordance with management153s general or specific
authorizations; (ii) transactions are recorded as necessary to permit
preparation of financial statements in conformity with GAAP and to maintain
asset accountability; (iii) access to assets is permitted only in accordance
with management153s general or specific authorization; and (iv) the recorded
accountability for assets is compared with the existing assets at reasonable
intervals and appropriate action is taken with respect to any differences.

(n) The Company maintains disclosure controls and procedures (as such term is
defined in Rule 13a-15(e) of the Exchange Act) that comply with the requirements
of the Exchange Act; such disclosure controls and procedures have been designed
to ensure that material information relating to the Company and its subsidiaries
is made known to the Company153s principal executive officer and principal
financial officer by others within those entities; and such disclosure controls
and procedures are effective.

(o) Except as set forth in the Registration Statement, the General Disclosure
Package and the Prospectus, there are no legal or governmental proceedings
pending to which the Company or any of its subsidiaries is a party or to which
any property of the Company or any of its subsidiaries is the subject, which
would be required to be disclosed pursuant to Item 103 of Regulation S-K under
the Exchange Act in the Company153s Annual Report on Form 10-K if such report were
filed on the date hereof; and, to the best of the Company153s knowledge, no such
proceedings are threatened or contemplated by governmental authorities or
threatened by others.

(p) The Company and its subsidiaries have good and marketable title in fee
simple to all real property and good and marketable title to all personal
property owned by them, in each case free and clear of all liens, encumbrances
and defects, except (i) such as are described in the Registration Statement, the
General Disclosure Package and the Prospectus, (ii) such as do not materially
affect the value of such property and do not interfere with the use made and
proposed to be made of such property by the Company and its subsidiaries, (iii)
such as could not reasonably be expected, individually or in the aggregate, to
have a Material Adverse Effect or (iv) Permitted Liens; and any real property
and buildings held under lease by the Company and its subsidiaries are held by
them under valid, subsisting and enforceable leases with such exceptions as are
not material and do not interfere with the use made and proposed to be made of
such property and buildings by the Company and its subsidiaries taken as a whole
in any material respect.

(q) The Company and its subsidiaries have paid all federal, state, local and
foreign taxes (except for such taxes that are not yet delinquent or that are
being contested in good

faith and by proper proceedings) and filed all tax returns required to be
paid or filed through the date hereof, except in each case where the failure to
pay or file would not reasonably be expected to have a Material Adverse Effect;
and except as otherwise disclosed in the Registration Statement, the General
Disclosure Package and the Prospectus or as would not reasonably be expected to
have a Material Adverse Effect, there is no tax deficiency that has been, or
could reasonably be expected to be, asserted against the Company or any of its
subsidiaries or any of their respective properties or assets.

(r) Neither the Company nor any of its subsidiaries has sustained since the
date of the latest audited financial statements included or incorporated by
reference in the Registration Statement, the General Disclosure Package and the
Prospectus, any loss or interference with its business that is material to the
Company and its subsidiaries, taken as a whole, from fire, explosion, flood or
other calamity, whether or not covered by insurance, or from any labor dispute
or court or governmental action, order or decree, except as set forth or
contemplated in the Registration Statement, the General Disclosure Package and
the Prospectus; and, since the date as of which information is given in the
Registration Statement, the General Disclosure Package and the Prospectus, there
has not been any change in the capital stock (other than issuances pursuant to
equity incentive plans) or increase in long-term debt of the Company or any of
its subsidiaries that is material to the Company and its subsidiaries taken as a
whole, or any material adverse change, or any development that would reasonably
be expected to result in a material adverse change, in or affecting the
business, properties, financial position or results of operations of the Company
and its subsidiaries, taken as a whole, except as set forth or contemplated in
the Registration Statement, the General Disclosure Package and the Prospectus.

(s) Since the date of the latest audited financial statements of the Company
included or incorporated by reference in the Registration Statement, the General
Disclosure Package and the Prospectus, neither the Company nor any of its
subsidiaries has entered into any transaction or agreement that is material to
the Company and its subsidiaries, taken as a whole, or incurred any liability or
obligation, direct or contingent, that is material to the Company and its
subsidiaries, taken as a whole, other than as set forth in the Registration
Statement, the General Disclosure Package and the Prospectus.

(t) Neither the Company nor any of its subsidiaries is (i) in violation of
its Articles of Incorporation or Code of Regulations or other similar
organizational documents, (ii) in default in the performance or observance of
any obligation, covenant or condition contained in any indenture, mortgage, deed
of trust, loan agreement, lease or other agreement or instrument to which it is
a party or by which it or any of its properties may be bound or (iii) in
violation of any statute, law, rule, regulation, judgment, order or decree
applicable to the Company or any of its subsidiaries of any court, regulatory
body, administrative agency, governmental body, arbitrator or other authority
having jurisdiction over the Company or such subsidiary or any of its
properties, as applicable, except, in the case of clauses (ii) and (iii), for
any default or violation that would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.

(u) The execution, delivery and performance by the Company of this Agreement,
the issuance and sale of the Preferred Shares, the issuance of the Underlying
Common Shares

upon conversion of the Preferred Shares in accordance with the terms of the
Company153s Amended Articles of Incorporation and the Certificate of Amendment and
the compliance by the Company with all of the provisions of this Agreement and
the consummation of the transactions herein contemplated will not (i) conflict
with or result in a breach or violation of any of the terms or provisions of, or
constitute a default under, any indenture, mortgage, deed of trust, loan
agreement or other agreement or instrument to which the Company or any of its
subsidiaries is a party or by which the Company or any of its subsidiaries is
bound or to which any of the property or assets of the Company or any of its
subsidiaries is subject, (ii) result in any violation of the provisions of the
Articles of Incorporation or Code of Regulations or other similar organizational
documents of the Company or (iii) result in any violation of any law or statute
or any judgment, order, rule or regulation of any court or governmental agency
or body having jurisdiction over the Company or any of its subsidiaries or any
of their properties or assets, except, in the case of clauses (i) and (iii)
above, for any such conflict, breach or violation that would not, individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect;
and no consent, approval, authorization, order, registration or qualification of
or with any such court or governmental agency or body is required for the issue
and sale of the Preferred Shares, the issuance of the Underlying Common Shares
upon conversion of the Preferred Shares in accordance with the terms of the
Company153s Amended Articles of Incorporation and the Certificate of Amendment or
the consummation by the Company of the transactions contemplated by this
Agreement, except for the filing of the Certificate of Amendment with the
Secretary of State of the State of Ohio and for such as have been obtained or
made by the Company and are in full force and effect under the Act and for such
consents, approvals, authorizations, registrations or qualifications as may be
required under state securities or Blue Sky laws or under the securities laws of
Canada or any province thereof or from the Financial Industry Regulatory
Authority (“FINRA”) in connection with the purchase and resale of the Preferred
Shares by the Underwriters.

(v) The Company has full right, corporate power and authority to execute and
deliver this Agreement and to perform its obligations hereunder; and all
corporate action required to be taken for the due and proper authorization,
execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby has been duly and validly taken.

(w) This Agreement conforms in all material respects to the description
thereof contained in the Registration Statement and the Prospectus.

(x) This Agreement has been duly authorized, executed and delivered by the
Company.

(y) The Company and its subsidiaries own, license or otherwise possess
adequate rights to use all material patents, patent applications, trademarks,
service marks, trade names, trademark registrations, service mark registrations,
copyrights, licenses and know-how (including trade secrets and other unpatented
and/or unpatentable proprietary or confidential information, systems or
procedures) necessary for the conduct of their respective businesses, except
where the failure to own, license or otherwise possess such rights would not
reasonably be expected to have a Material Adverse Effect; and the conduct of
their respective businesses will not conflict in any respect with any such
rights of others, and the Company and, to the best

of the Company153s knowledge, its subsidiaries, have not received written
notice of any claim of infringement of or conflict with any such rights of
others, except in each case such conflicts or infringements that, if adversely
determined against the Company or any of its subsidiaries, would not reasonably
be expected to have a Material Adverse Effect.

(z) The Company and its subsidiaries possess all licenses, certificates,
permits and other authorizations issued by, and have made all declarations and
filings with, the appropriate federal, state, local or foreign governmental or
regulatory authorities that are necessary for the ownership or lease of their
respective properties or the conduct of their respective businesses as described
in the Registration Statement, the General Disclosure Package and the
Prospectus, except where the failure to possess or make the same would not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect; and except as described in the Registration Statement, the
General Disclosure Package and the Prospectus or as would not reasonably be
expected to have a Material Adverse Effect, neither the Company nor any of its
subsidiaries has received written notice of any revocation or modification of
any such license, certificate, permit or authorization or has any reason to
believe that any such license, certificate, permit or authorization will not be
renewed in the ordinary course.

(aa) The statements set forth in the Registration Statement, the General
Disclosure Package and the Prospectus under the caption “Description of
Mandatory Convertible Preferred Stock” and “Description of Capital Stock,”
insofar as they purport to constitute a summary of the terms of the Shares, and
under the caption “Certain Material United States Federal Income Tax
Considerations,” insofar as they purport to describe the provisions of the laws
and documents referred to therein, are accurate, complete and fair in all
material respects.

(bb) Prior to the date hereof, neither the Company nor any of its affiliates
(as defined in Rule 144 under the Act) has taken any action which is designed to
or which has constituted or which might have been expected to cause or result in
stabilization or manipulation of the price of any security of the Company in
connection with the offering of the Preferred Shares.

(cc) Neither the Company nor any subsidiary of the Company is, and after
giving effect to the offering and sale of the Preferred Shares, none of them
will be an “investment company,” as such term is defined in the Investment
Company Act of 1940, as amended (the “1940 Act”).

(dd) Except as would not reasonably be expected to have a Material Adverse
Effect, the Company and its subsidiaries have insurance covering their
respective properties, operations, personnel and businesses, which insurance is
in amounts and insures against such losses and risks as are customary among
companies of established reputation engaged in the same or similar businesses
and operating in the same or similar locations; and neither the Company nor, to
the best of the Company153s knowledge, any of its subsidiaries, has (i) received
written notice from any insurer or agent of such insurer that capital
improvements or other expenditures are required or necessary to be made in order
to continue such insurance or (ii) any reason to believe that it will not be
able to renew its existing insurance coverage as and when such coverage expires
or to obtain similar coverage at reasonable cost from similar insurers as

may be necessary to continue its business, except, in the case of clause
(ii), as would not reasonably be expected to have a Material Adverse Effect.

(ee) Except as would not reasonably be expected to have a Material Adverse
Effect, (a) each employee benefit plan, within the meaning of Section 3(3) of
the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), that
is maintained, administered or contributed to by the Company or any of its
affiliates for employees or former employees of the Company and its affiliates
is in compliance in all material respects with its terms and the requirements of
any applicable statutes, orders, rules and regulations, including but not
limited to ERISA and the Internal Revenue Code of 1986, as amended (the “Code”),
and (b) no prohibited transaction, within the meaning of Section 406 of ERISA or
Section 4975 of the Code, has occurred with respect to any such plan excluding
transactions effected pursuant to a statutory or administrative exemption; and
for the plans that are subject to the funding rules of Section 412 of the Code
or Section 302 of ERISA, except as set forth in the Registration Statement, the
General Disclosure Package and the Prospectus, the present value of all benefit
liabilities under each such plan (based on the assumptions used for purposes of
Accounting Standards Codification Topic 715) did not, as of the last date the
plans were measured for year-end disclosure purposes, exceed by more than $1,162
million the fair market value of the assets of such plan, and the present value
of all benefit liabilities of all underfunded plans (based on the assumptions
used for purposes of Accounting Standards Codification Topic 715) did not, as of
the last date the plans were measured for year-end disclosure purposes, exceed
by more than $1,831 million the fair market value of the assets of all such
underfunded plans, and no such plan has failed to satisfy the minimum funding
standard as defined in Section 412 of the Code or Section 302 of ERISA.

(ff) The Company and its subsidiaries (i) are in compliance with any and all
applicable federal, state, local and foreign laws, rules, regulations, decisions
and orders relating to the protection of human health and safety, the
environment or hazardous or toxic substances or wastes, pollutants or
contaminants (collectively, “Environmental Laws”); (ii) have received and are in
compliance with all permits, licenses or other approvals required of them under
applicable Environmental Laws to conduct their respective businesses; and (iii)
have not received notice of any actual or potential liability for the
investigation or remediation of any disposal or release of hazardous or toxic
substances or wastes, pollutants or contaminants, except in any such case for
any such failure to comply with, or failure to receive required permits,
licenses or approvals, or liability, as would not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect.

(gg) None of the information on (or hyperlinked from) the Company153s website
at www.goodyear.com, or any website of any subsidiary of the Company maintained
or supported by the Company, includes or constitutes a “free writing prospectus”
as defined in Rule 405 under the Act (other than any information that has been
filed by the Company with the Commission in accordance with Rule 433 under the
Act).

(hh) Except as would not reasonably be expected to have a Material Adverse
Effect, neither the Company nor any of its subsidiaries nor, to the best
knowledge of the Company and its subsidiaries, no director, officer, agent,
employee or other person associated

with or acting on behalf of the Company or any of its subsidiaries has (i)
used any corporate funds for any unlawful contribution, gift, entertainment or
other unlawful expense relating to political activity; (ii) made any direct or
indirect unlawful payment to any foreign or domestic government official or
employee from corporate funds; (iii) violated or is in violation of any
provision of the Foreign Corrupt Practices Act of 1977; or (iv) made any bribe,
rebate, payoff, influence payment, kickback or other unlawful payment.

(ii) Except as described in the Registration Statement, the General
Disclosure Package and the Prospectus, no labor disturbance by or dispute with
employees of the Company or any of its subsidiaries exists or, to the best
knowledge of the Company, is contemplated or threatened, in each case that would
be reasonably expected to have a Material Adverse Effect.

(jj) Except as would not reasonably be expected to have a Material Adverse
Effect, the operations of the Company and its subsidiaries are and have been
conducted at all times in compliance with applicable financial recordkeeping and
reporting requirements of the Currency and Foreign Transactions Reporting Act of
1970, as amended, the money laundering statutes of all jurisdictions applicable
to the Company and its subsidiaries, the rules and regulations thereunder and
any related or similar rules, regulations or guidelines, issued, administered or
enforced by any governmental agency applicable to the Company and its
subsidiaries (collectively, the “Money Laundering Laws”), and no action, suit or
proceeding by or before any court or governmental agency, authority or body or
any arbitrator involving the Company or any of its subsidiaries with respect to
the Money Laundering Laws is pending or, to the knowledge of the Company,
threatened.

(kk) None of the Company, any of its subsidiaries or, to the knowledge of the
Company, any director, officer, agent, employee or affiliate of the Company or
any of its subsidiaries is currently subject to any U.S. sanctions administered
by the Office of Foreign Assets Control of the U.S. Department of the Treasury
(“OFAC”); and the Company will not, directly or indirectly, use the proceeds of
the offering of the Preferred Shares hereunder, or lend, contribute or otherwise
make available such proceeds to any subsidiary, joint venture partner or other
person or entity, for the purpose of financing the activities of any person
currently subject to any U.S. sanctions administered by OFAC.

2. Purchase, Sale and Delivery of the Firm Shares.

(a) On the basis of the representations, warranties and covenants herein
contained, and subject to the conditions herein set forth, the Company agrees to
issue and sell to the Underwriters and each Underwriter agrees, severally and
not jointly, to purchase, the respective number of Firm Shares set forth
opposite such Underwriter153s name in Schedule I hereto at a price equal to $48.50
per share, subject to adjustments in accordance with Section 10 hereof.

(b) Payment for the Firm Shares to be sold hereunder is to be made in Federal
(same day) funds against delivery thereof to the Representatives for the several
accounts of the Underwriters. Such payment and delivery are to be made through
the facilities of The Depository Trust Company, New York, New York at 10:00
a.m., New York time, on the third business day

after the date of this Agreement or at such other time and date not later
than five business days thereafter as you and the Company shall agree upon, such
time and date being herein referred to as the “Closing Date.” (As used herein,
“business day” means a day on which the New York Stock Exchange is open for
trading and on which banks in New York are open for business and are not
permitted by law or executive order to be closed.)

(c) In addition, on the basis of the representations and warranties herein
contained and subject to the terms and conditions herein set forth, the Company
hereby grants an option to the several Underwriters to purchase the Option
Shares at the price per share as set forth in the first paragraph of this
Section 2. The option granted hereby may be exercised in whole or in part by
giving written notice (i) at any time before the Closing Date and (ii) at any
time, from time to time (but no more than twice without the Company153s consent)
thereafter within 30 days after the date of this Agreement, by you, as
Representatives of the several Underwriters, to the Company setting forth the
number of Option Shares as to which the several Underwriters are exercising the
option and the time and date at which such Option Shares are to be delivered.
The time and date at which Option Shares are to be delivered shall be determined
by the Representatives but shall not be earlier than three nor later than 10
full business days after the exercise of such option, nor in any event prior to
the Closing Date (each such time and date being herein referred to as an “Option
Closing Date”). If the date of exercise of the option is three or more days
before the Closing Date, the notice of exercise shall set the Closing Date as
the Option Closing Date. The number of Option Shares to be purchased by each
Underwriter shall be in the same proportion to the total number of Option Shares
being purchased as the number of Firm Shares being purchased by such Underwriter
bears to the total number of Firm Shares, adjusted by you in such manner as to
avoid fractional shares. The option with respect to the Option Shares granted
hereunder may be exercised in connection with the sale of the Firm Shares by the
Underwriters. You, as Representatives of the several Underwriters, may cancel
such option at any time prior to its expiration by giving written notice of such
cancellation to the Company. To the extent that the option is exercised, payment
for the Option Shares shall be made on each Option Closing Date in Federal (same
day) funds through the facilities of The Depository Trust Company in New York,
New York drawn to the order of the Company.

3. Offering by the Underwriters.

It is understood that the several Underwriters are to make a public offering
of the Firm Shares as soon as the Representatives deem it advisable to do so.
The Firm Shares are to be initially offered to the public at the initial public
offering price set forth in the Prospectus. The Representatives may from time to
time thereafter change the public offering price and other selling terms.

Any action by the Underwriters hereunder may be taken by the Representatives
on behalf of the Underwriters, and any such action taken by the Representatives
shall be binding upon the Underwriters.

4. Covenants of the Company.

The Company covenants and agrees with the several Underwriters that:

(a) The Company will (i) prepare and timely file with the Commission under
Rule 424(b) (without reliance on Rule 424(b)(8)) under the Act the Prospectus in
a form approved by the Representatives containing information previously omitted
at the time of effectiveness of the Registration Statement in reliance on Rule
430A, 430B or 430C under the Act, (ii) during the Prospectus Delivery Period (as
defined below), not file any amendment to the Registration Statement or
distribute an amendment or supplement to the General Disclosure Package or the
Prospectus or any document incorporated by reference therein of which the
Representatives shall not previously have been advised and furnished with a copy
or to which the Representatives shall have reasonably objected in writing or
which is not in compliance with the Rules and Regulations and (iii) file on a
timely basis all reports and any definitive proxy or information statements
required to be filed by the Company with the Commission subsequent to the date
of the Prospectus and during the Prospectus Delivery Period.

(b) The Company will (i) not make any offer relating to the Preferred Shares
that would constitute an Issuer Free Writing Prospectus or that would otherwise
constitute a “free writing prospectus” (as defined in Rule 405 under the Act)
required to be filed by the Company with the Commission under Rule 433 under the
Act unless the Representatives approve its use in writing prior to first use
(each, a “Permitted Free Writing Prospectus”); provided that the prior written
consent of the Representatives shall be deemed to have been given in respect of
the Issuer Free Writing Prospectus(es) included in Schedule III hereto, (ii)
treat each Permitted Free Writing Prospectus as an Issuer Free Writing
Prospectus, (iii) comply with the requirements of Rules 163, 164 and 433 under
the Act applicable to any Issuer Free Writing Prospectus, including the
requirements relating to timely filing with the Commission, legending and record
keeping and (iv) not take any action that would result in an Underwriter or the
Company being required to file with the Commission pursuant to Rule 433(d) under
the Act a free writing prospectus prepared by or on behalf of such Underwriter
that such Underwriter otherwise would not have been required to file thereunder.

(c) The Company will advise the Representatives promptly (i) when any
post-effective amendment to the Registration Statement or new registration
statement relating to the Shares shall have become effective, or any supplement
to the Prospectus shall have been filed, (ii) of the receipt of any comments
from the Commission relating to the Registration Statement or the Prospectus,
(iii) of any request of the Commission for amendment of the Registration
Statement or the filing of a new registration statement relating to the Shares
or any amendment or supplement to the General Disclosure Package or the
Prospectus or for any additional information relating to the Shares, and (iv) of
the issuance by the Commission of any stop order suspending the effectiveness of
the Registration Statement or such new registration statement or any order
preventing or suspending the use of any Preliminary Prospectus, any Issuer Free
Writing Prospectus or the Prospectus, or of the institution of any proceedings
for that purpose or pursuant to Section 8A of the Act. The Company will use its
best efforts to prevent the issuance of any such order and to obtain as soon as
possible the lifting thereof, if issued.

(d) If at any time during the Prospectus Delivery Period the Company receives
from the Commission a notice pursuant to Rule 401(g)(2) under the Act or
otherwise ceases to be eligible to use the automatic shelf registration
statement form, the Company will (i) promptly notify the Representatives, (ii)
promptly file a new registration statement or post-effective

amendment on the proper form relating to the Shares, in a form satisfactory
to the Representatives, (iii) use its best efforts to cause such registration
statement or post-effective amendment to be declared effective as soon as
practicable (if such filing is not otherwise effective immediately pursuant to
Rule 462 under the Act), and (iv) promptly notify the Representatives of such
effectiveness. The Company will take all other action necessary or appropriate
to permit the public offering and sale of the Preferred Shares to continue as
contemplated in the Registration Statement that was the subject of the notice
under Rule 401(g)(2) under the Act or for which the Company has otherwise become
ineligible. References herein to the Registration Statement relating to the
Shares shall include such new registration statement or post-effective
amendment, as the case may be.

(e) The Company agrees to pay the required filing fees to the Commission
relating to the Shares within the time required by Rule 456(b)(1) under the Act
without regard to the proviso therein and otherwise in accordance with Rules
456(b) and 457(r) under the Act (including, if applicable, by updating the
“Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii),
either in a post-effective amendment to the Registration Statement or on the
cover page of a prospectus filed pursuant to Rule 424(b) under the Act).

(f) The Company will promptly from time to time take such action as the
Representatives may reasonably request to qualify the Shares for offering and
sale under the securities laws of such jurisdictions as the Representatives may
reasonably request and to comply with such laws so as to permit the continuance
of sales and dealings therein in such jurisdictions for as long as may be
necessary to complete the offering and resale of the Shares, provided that in
connection therewith the Company shall not be required (i) to qualify as a
foreign corporation, (ii) to file a general consent to service of process in any
jurisdiction or (iii) to take any action that would subject itself to taxation
in any jurisdiction if it is not otherwise so subject.

(g) The Company will deliver to, or upon the order of, the Representatives,
from time to time, as many copies of any Preliminary Prospectus as the
Representatives may reasonably request. The Company will deliver to, or upon the
order of, the Representatives, from time to time, as many copies of any Issuer
Free Writing Prospectus as the Representatives may reasonably request. The
Company will deliver to, or upon the order of, the Representatives during the
period when delivery of a Prospectus (or, in lieu thereof, the notice referred
to under Rule 173(a) under the Act) is required under the Act (the “Prospectus
Delivery Period”), as many copies of the Prospectus in final form, or as
thereafter amended or supplemented, as the Representatives may reasonably
request. The Company will deliver to the Representatives at or before the
Closing Date, such number of copies of the Registration Statement (including
such number of copies of the exhibits filed therewith that may reasonably be
requested), including documents incorporated by reference therein, and of all
amendments thereto, as the Representatives may reasonably request.

(h) The Company will comply with the Act and the Rules and Regulations, and
the Exchange Act, and the rules and regulations of the Commission thereunder, so
as to permit the completion of the distribution of the Preferred Shares as
contemplated in this Agreement and the Prospectus. If during the Prospectus
Delivery Period, any event shall occur as a result of

which, in the judgment of the Company or in the reasonable opinion of the
Underwriters, it becomes necessary to amend or supplement the Prospectus in
order to make the statements therein, in the light of the circumstances existing
at the time the Prospectus is delivered to a purchaser, not misleading, or, if
it is necessary at any time to amend or supplement the Prospectus to comply with
any law, the Company promptly will either (i) prepare and file with the
Commission an appropriate amendment to the Registration Statement or supplement
to the Prospectus or (ii) prepare and file with the Commission an appropriate
filing under the Exchange Act which shall be incorporated by reference in the
Prospectus so that the Prospectus as so amended or supplemented will not, in the
light of the circumstances when it is so delivered, be misleading, or so that
the Prospectus will comply with the law.

(i) If the General Disclosure Package is being used to solicit offers to buy
the Preferred Shares at a time when the Prospectus is not yet available to
prospective purchasers and any event shall occur as a result of which, in the
judgment of the Company or in the reasonable opinion of the Underwriters, it
becomes necessary to amend or supplement the General Disclosure Package in order
to make the statements therein, in the light of the circumstances, not
misleading, or to make the statements therein not conflict with the information
contained in the Registration Statement then on file, or if it is necessary at
any time to amend or supplement the General Disclosure Package to comply with
any law, the Company promptly will either (i) prepare, file with the Commission
(if required) and furnish to the Underwriters and any dealers an appropriate
amendment or supplement to the General Disclosure Package or (ii) prepare and
file with the Commission an appropriate filing under the Exchange Act which
shall be incorporated by reference in the General Disclosure Package so that the
General Disclosure Package as so amended or supplemented will not, in the light
of the circumstances, be misleading or conflict with the Registration Statement
then on file, or so that the General Disclosure Package will comply with law.

(j) The Company will make generally available to its security holders, as
soon as it is practicable to do so, but in any event not later than 16 months
after the effective date of the Registration Statement, an earnings statement
(which need not be audited) in reasonable detail, covering a period of at least
12 consecutive months beginning after the effective date of the Registration
Statement, which earnings statement shall satisfy the requirements of Section
11(a) of the Act and Rule 158 under the Act.

(k) No offering, sale, short sale or other disposition of any shares of
Preferred Stock or Common Stock or other securities convertible into or
exchangeable or exercisable for shares of Preferred Stock or Common Stock (other
than any Underlying Common Shares issued upon the conversion of the Preferred
Shares) or a derivative of Preferred Stock or Common Stock (or agreement for
such) will be made for a period of 90 days after the date of the Prospectus,
directly or indirectly, by the Company otherwise than hereunder or with the
prior written consent of the Representatives; provided, however, that the
Company may file a registration statement on Form S-8 and may issue shares of
its Common Stock and options to purchase shares of its Common Stock (including,
but not limited to, “reload” options) pursuant to any stock option, stock bonus,
employment agreement, employee benefit plan or other stock plan or arrangement,
in each case in effect as of the date of this Agreement.

(l) The Company has caused each person listed on Schedule V hereto to furnish
to you, on or prior to the date of this Agreement, a letter or letters,
substantially in the form attached hereto as Exhibit A (each such agreement, a
“Lockup Agreement”).

(m) The Company shall apply the net proceeds of its sale of the Preferred
Shares as set forth in the Registration Statement, the General Disclosure
Package and the Prospectus.

(n) The Company shall not be or become, at any time prior to the expiration
of two years after the Closing Time, an open-end investment company, unit
investment trust, closed-end investment company or face-amount certificate
company that is or is required to be registered under Section 8 of the 1940 Act.

(o) The Company will not take, directly or indirectly, any action designed to
or that could reasonably be expected to cause or result in any stabilization or
manipulation of the price of the Shares.

(p) The Company will reserve and keep available at all times, free of
preemptive rights, such number of Underlying Common Shares as is necessary to
enable the Company to satisfy any obligations to issue Underlying Common Shares
issuable upon conversion of the Preferred Shares in accordance with the
Company153s Amended Articles of Incorporation and the Certificate of Amendment.

(q) Between the date hereof and the Closing Date, the Company will not do or
authorize any act or thing that would result in an adjustment of the conversion
price of the Preferred Shares.

(r) The Company will use reasonable best efforts to cause the Shares to be
duly listed on the New York Stock Exchange as promptly as practicable.

5. Covenant of the Underwriters. Each Underwriter hereby represents
and agrees that:

It has not and will not use, authorize use of, refer to, or participate in
the planning for use of, any “free writing prospectus”, as defined in Rule 405
under the Act (which term includes use of any written information furnished to
the Commission by the Company and not incorporated by reference into the
Registration Statement and any press release issued by the Company) other than
(i) a free writing prospectus that, solely as a result of use by such
Underwriter, would not trigger an obligation to file such free writing
prospectus with the Commission pursuant to Rule 433, (ii) any Issuer Free
Writing Prospectus listed on Schedule III or prepared pursuant to Section 4(b)
above (including any electronic road show), or (iii) any free writing prospectus
prepared by such Underwriter and approved by the Company in advance in writing.

6. Costs and Expenses.

The Company will pay all costs, expenses and fees incident to the performance
of the obligations of the Company under this Agreement, including, without
limiting the generality of

the foregoing, the following: accounting fees of the Company; the fees and
disbursements of counsel for the Company; any roadshow expenses incurred by the
Company for airfare, hotel and other travel expenses; the cost of printing and
delivering to, or as requested by, the Underwriters copies of the Registration
Statement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the
Prospectus, this Agreement, the supplemental listing application with respect to
the Shares on the New York Stock Exchange, the Blue Sky Survey and any
supplements or amendments thereto; the filing fees of the Commission; the filing
fees and expenses (including legal fees and disbursements) incident to securing
any required review by the FINRA of the terms of the sale of the Preferred
Shares; the fees and expenses of any transfer agent or registrar for the Common
Stock and Preferred Stock; the fees and expenses incurred in connection with the
listing of the Shares on the New York Stock Exchange; and the expenses,
including the fees and disbursements of counsel for the Underwriters, incurred
in connection with the qualification of the Shares under State securities or
Blue Sky laws. The Company shall not, however, be required to pay for any of the
Underwriter153s expenses (other than those related to qualification under FINRA
regulations and State securities or Blue Sky laws) except that, if this
Agreement shall not be consummated because the conditions in Section 7 hereof
are not satisfied, or because this Agreement is terminated by the
Representatives pursuant to Section 12 hereof, or by reason of any failure,
refusal or inability on the part of the Company to perform any undertaking or
satisfy any condition of this Agreement or to comply with any of the terms
hereof on its part to be performed, unless such failure, refusal or inability is
due primarily to the default or omission of any Underwriter, the Company shall
reimburse the several Underwriters for reasonable out-of-pocket expenses,
including fees and disbursements of counsel, reasonably incurred in connection
with investigating, marketing and proposing to market the Preferred Shares or in
contemplation of performing their obligations hereunder; but the Company shall
not in any event be liable to any of the several Underwriters for damages on
account of loss of anticipated profits from the sale by them of the Preferred
Shares.

7. Conditions of Obligations of the Underwriters.

The several obligations of the Underwriters to purchase the Firm Shares on
the Closing Date and the Option Shares, if any, on each Option Closing Date are
subject to the accuracy, as of the date hereof and the Closing Date or each such
Option Closing Date, as the case may be, of the representations and warranties
of the Company contained herein, and to the performance by the Company of its
covenants and obligations hereunder and to the following additional conditions:

(a) The Registration Statement and all post-effective amendments thereto
shall have become effective and the Prospectus and each Issuer Free Writing
Prospectus shall have been filed as required by Rules 424, 430A, 430B, 430C or
433 under the Act, as applicable, within the time period prescribed by, and in
compliance with, the Rules and Regulations, and any request of the Commission
for additional information (to be included or incorporated by reference in the
Registration Statement or otherwise) shall have been disclosed to the
Representatives and complied with to the Representatives153 reasonable
satisfaction. No stop order suspending the effectiveness of the Registration
Statement, as amended from time to time, shall have been issued and no
proceedings for that purpose or pursuant to Section 8A under the Act shall have
been taken or, to the knowledge of the Company, shall be contemplated or
threatened

by the Commission and no injunction, restraining order or order of any nature
by a Federal or state court of competent jurisdiction shall have been issued as
of the Closing Date or any Option Closing Date, as the case may be, which would
prevent the issuance of the Shares.

(b) The Representatives shall have received on the Closing Date and, if
applicable, each Option Closing Date, the opinions of Covington & Burling
LLP, counsel for the Company, and David L. Bialosky, Esq., Senior Vice
President, General Counsel and Secretary of the Company, dated the Closing Date
or each such Option Closing Date, as the case may be, addressed to the
Underwriters, in each case, in form and substance satisfactory to you,
substantially in the forms set forth in Annex I and Annex II hereto,
respectively.

(c) The Representatives shall have received from Cravath, Swaine & Moore
LLP, counsel for the Underwriters, an opinion or opinions dated the Closing Date
and, if applicable, each Option Closing Date, with respect to such matters as
the Representatives may reasonably request.

(d) You shall have received, on each of the date hereof, the Closing Date
and, if applicable, each Option Closing Date, a letter dated the date hereof,
the Closing Date or each such Option Closing Date, as the case may be, in form
and substance satisfactory to you, of PricewaterhouseCoopers LLP confirming that
they are an independent registered public accounting firm with respect to the
Company and the subsidiaries within the meaning of the Act and the applicable
Rules and Regulations and the PCAOB and stating that in their opinion the
financial statements and schedules examined by them and included or incorporated
by reference in the Registration Statement, the General Disclosure Package and
the Prospectus comply in form in all material respects with the applicable
accounting requirements of the Act and the related Rules and Regulations; and
containing such other statements and information as is ordinarily included in
accountants153 “comfort letters” to Underwriters with respect to the financial
statements and certain financial and statistical information contained in the
Registration Statement, the General Disclosure Package and the Prospectus.

(e) The Representatives shall have received on the Closing Date and, if
applicable, each Option Closing Date, a certificate or certificates of an
executive officer of the Company with specific knowledge of the Company153s
financial affairs to the effect that, as of the Closing Date or such Option
Closing Date, as the case may be, such executive officer represents as follows:

(i) the Registration Statement has become effective under the Act and no stop
order suspending the effectiveness of the Registration Statement and no order
preventing or suspending the use of any Preliminary Prospectus, any Issuer Free
Writing Prospectus or the Prospectus has been issued, and no proceedings for
such purpose or pursuant to Section 8A of the Act have been taken or are, to his
or her knowledge, contemplated or threatened by the Commission;

(ii) the representations and warranties of the Company contained in Section 1
hereof are true and correct as of the Closing Date or such Option Closing Date,
as the case may be;

(iii) since the Applicable Time (A) there has not been any downgrading in the
rating accorded the Company153s debt securities by Moody153s Investors Service, Inc.
(“Moody153s”) or Standard & Poor153s Ratings Group (“S&P”), and (B) neither
Moody153s nor S&P has publicly announced that it has under surveillance or
review, with possible negative implications, its rating of any of the Company153s
debt securities; and

(iv) since the date as of which information is given in the Registration
Statement, the General Disclosure Package and the Prospectus, there has not been
any change in the capital stock (other than issuances pursuant to equity
incentive plans) or increase in long-term debt of the Company or any of its
subsidiaries that is material to the Company and its subsidiaries taken as a
whole, or any material adverse change, or any development that would reasonably
be expected to result in a material adverse change, in or affecting the
business, properties, financial position or results of operations of the Company
and its subsidiaries, taken as a whole, except as set forth or contemplated in
the Registration Statement, the General Disclosure Package and the Prospectus.

(f) The Company shall have furnished to the Representatives such further
certificates and documents confirming the representations and warranties,
covenants and conditions contained herein and related matters as the
Representatives may reasonably have requested.

(g) The Lockup Agreements described in Section 4(l) are in full force and
effect.

If any of the conditions hereinabove provided for in this Section 7 shall not
have been fulfilled when and as required by this Agreement to be fulfilled, the
obligations of the Underwriters hereunder may be terminated by the
Representatives by notifying the Company of such termination in writing at or
prior to the Closing Date or any Option Closing Date, as the case may be.

In such event, the Company and the Underwriters shall not be under any
obligation to each other (except to the extent provided in Sections 6 and 9
hereof).

8. Conditions of the Obligations of the Company.

The obligations of the Company to sell and deliver the Preferred Shares
required to be delivered as and when specified in this Agreement are subject to
the conditions that at the Closing Date or the Option Closing Date, as the case
may be, no stop order suspending the effectiveness of the Registration Statement
shall have been issued and be in effect or proceedings therefor initiated or
threatened.

9. Indemnification.

(a) The Company agrees:

(1) to indemnify and hold harmless each Underwriter, the directors and
officers of each Underwriter, each affiliate of any Underwriter and each person,
if any, who controls

any Underwriter within the meaning of either Section 15 of the Act or Section
20 of the Exchange Act, against any losses, claims, damages or liabilities to
which such Underwriter, such affiliate or any such controlling person may become
subject under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions or proceedings in respect thereof) arise out of or are
based upon (i) any untrue statement or alleged untrue statement of any material
fact contained in the Registration Statement, any Preliminary Prospectus, any
Issuer Free Writing Prospectus, the Prospectus or any amendment or supplement
thereto, (ii) with respect to the Registration Statement or any amendment or
supplement thereto, the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein
not misleading or (iii) with respect to any Preliminary Prospectus, any Issuer
Free Writing Prospectus, the Prospectus or any amendment or supplement thereto,
the omission or alleged omission to state therein a material fact necessary to
make the statements therein not misleading in the light of the circumstances
under which they were made; provided, however, that the Company will not be
liable in any such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon an untrue statement or alleged untrue
statement, or omission or alleged omission made in the Registration Statement,
any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Prospectus,
or such amendment or supplement, in reliance upon and in conformity with written
information furnished to the Company by or through the Representatives
specifically for use therein, it being understood and agreed that the only such
information furnished by any Underwriter consists of the information described
as such in Section 14 herein; and

(2) to reimburse each Underwriter, each Underwriter153s directors and officers,
each affiliate of any Underwriter and each such controlling person upon demand
for any legal or other out-of-pocket expenses reasonably incurred by such
Underwriter, such affiliate or such controlling person in connection with
investigating or defending any such loss, claim, damage, liability, action or
proceeding or in responding to a subpoena or governmental inquiry related to the
offering of the Preferred Shares, whether or not such Underwriter or controlling
person is a party to any action or proceeding. In the event that it is finally
judicially determined that the Underwriters were not entitled to receive
payments for legal and other expenses pursuant to this subparagraph, the
Underwriters will promptly return all sums that had been advanced pursuant
hereto. This indemnity agreement in this Section 9(a) will be in addition to any
liability which the Company may otherwise have.

(b) Each Underwriter severally and not jointly will indemnify and hold
harmless the Company, each of its directors, each of its officers who have
signed the Registration Statement, and each person, if any, who controls the
Company within the meaning of Section 15 of the Act or Section 20 of the
Exchange Act, against any losses, claims, damages or liabilities to which the
Company or any such director, officer or controlling person may become subject
under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions or proceedings in respect thereof) arise out of or are
based upon (i) any untrue statement or alleged untrue statement of any material
fact contained in the Registration Statement, any Preliminary

Prospectus, any Issuer Free Writing Prospectus, the Prospectus or any
amendment or supplement thereto, (ii) with respect to the Registration Statement
or any amendment or supplement thereto, the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading or (iii) with respect to any Preliminary
Prospectus, any Issuer Free Writing Prospectus, the Prospectus or any amendment
or supplement thereto, the omission or alleged omission to state therein a
material fact necessary to make the statements therein not misleading in the
light of the circumstances under which they were made; and will reimburse any
legal or other expenses reasonably incurred by the Company or any such director,
officer or controlling person in connection with investigating or defending any
such loss, claim, damage, liability, action or proceeding; provided, however,
that each Underwriter will be liable in each case to the extent, but only to the
extent, that such untrue statement or alleged untrue statement or omission or
alleged omission has been made in the Registration Statement, any Preliminary
Prospectus, any Issuer Free Writing Prospectus, the Prospectus or such amendment
or supplement, in reliance upon and in conformity with written information
relating to such Underwriter furnished to the Company by or through the
Representatives specifically for use therein, it being understood and agreed
that the only such information furnished by any Underwriter consists of the
information described as such in Section 14 herein. This indemnity agreement
will be in addition to any liability which such Underwriter may otherwise have.

(c) In case any proceeding (including any governmental investigation) shall
be instituted involving any person in respect of which indemnity may be sought
pursuant to this Section 9, such person (the “indemnified party”) shall promptly
notify the person against whom such indemnity may be sought (the “indemnifying
party”) in writing. No indemnification provided for in Section 9(a) or (b) shall
be available to any party who shall fail to give notice as provided in this
Section 9(c) if the party to whom notice was not given was unaware of the
proceeding to which such notice would have related and was materially prejudiced
by the failure to give such notice, but the failure to give such notice shall
not relieve the indemnifying party or parties from any liability which it or
they may have to the indemnified party for contribution or otherwise than on
account of the provisions of Section 9(a) or (b). In case any such proceeding
shall be brought against any indemnified party and it shall notify the
indemnifying party of the commencement thereof, the indemnifying party shall be
entitled to participate therein and, to the extent that it shall wish, jointly
with any other indemnifying party similarly notified, to assume the defense
thereof, with counsel reasonably satisfactory to such indemnified party and
shall pay as incurred the fees and disbursements of such counsel related to such
proceeding. In any such proceeding, any indemnified party shall have the right
to retain its own counsel at its own expense. Notwithstanding the foregoing, the
indemnifying party shall pay as incurred (or within 30 days of presentation) the
fees and expenses of the counsel retained by the indemnified party, reasonably
incurred, in the event (i) the indemnifying party and the indemnified party
shall have mutually agreed to the retention of such counsel, (ii) the named
parties to any such proceeding (including any impleaded parties) include both
the indemnifying party and the indemnified party and representation of both
parties by the same counsel would be inappropriate due to actual or potential
differing interests between them or (iii) the indemnifying party shall have
failed to assume the defense and employ counsel acceptable to the indemnified
party within a reasonable period of time after notice of commencement of the
action. Such firm shall be designated in

writing by you in the case of parties indemnified pursuant to Section 9(a)
and by the Company in the case of parties indemnified pursuant to Section 9(b).
The indemnifying party shall not be liable for any settlement of any proceeding
effected without its written consent but if settled with such consent or if
there be a final judgment for the plaintiff, the indemnifying party agrees to
indemnify the indemnified party from and against any loss or liability by reason
of such settlement or judgment. In addition, the indemnifying party will not,
without the prior written consent of the indemnified party, settle or compromise
or consent to the entry of any judgment in any pending or threatened claim,
action or proceeding of which indemnification may be sought hereunder (whether
or not any indemnified party is an actual or potential party to such claim,
action or proceeding) unless such settlement, compromise or consent (x) includes
an unconditional release of each indemnified party from all liability arising
out of such claim, action or proceeding and (y) does not include any statement
as to or any admission of fault, culpability or a failure to act by or on behalf
of any indemnified party.

(d) To the extent the indemnification provided for in this Section 9 is
unavailable to or insufficient to hold harmless an indemnified party under
Section 9(a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions or proceedings in respect thereof) referred to therein,
then each indemnifying party shall contribute to the amount paid or payable by
such indemnified party as a result of such losses, claims, damages or
liabilities (or actions or proceedings in respect thereof) in such proportion as
is appropriate to reflect the relative benefits received by the Company on the
one hand and the Underwriters on the other from the offering of the Preferred
Shares. If, however, the allocation provided by the immediately preceding
sentence is not permitted by applicable law then each indemnifying party shall
contribute to such amount paid or payable by such indemnified party in such
proportion as is appropriate to reflect not only such relative benefits but also
the relative fault of the Company on the one hand and the Underwriters on the
other in connection with the statements or omissions which resulted in such
losses, claims, damages or liabilities (or actions or proceedings in respect
thereof), as well as any other relevant equitable considerations. The relative
benefits received by the Company on the one hand and the Underwriters on the
other shall be deemed to be in the same proportion as the total net proceeds
from the offering (before deducting expenses) received by the Company bear to
the total underwriting discounts and commissions received by the Underwriters,
in each case as set forth in the table on the cover page of the Prospectus. The
relative fault shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by the
Company on the one hand or the Underwriters on the other and the parties153
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission.

The Company and the Underwriters agree that it would not be just and
equitable if contributions pursuant to this Section 9(d) were determined by pro
rata allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to above in this Section 9(d). The amount paid
or payable by an indemnified party as a result of the losses, claims, damages or
liabilities (or actions or proceedings in respect thereof) referred to above in
this Section 9(d) shall be deemed to include any legal or other expenses
reasonably incurred by

such indemnified party in connection with investigating or defending any such
action or claim. Notwithstanding the provisions of this subsection (d), (i) no
Underwriter shall be required to contribute any amount in excess of the
underwriting discounts and commissions applicable to the Preferred Shares
purchased by such Underwriter and (ii) no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. The Underwriters153 obligations in this Section 9(d) to
contribute are several in proportion to their respective underwriting
obligations and not joint.

(e) In any proceeding relating to the Registration Statement, any Preliminary
Prospectus, any Issuer Free Writing Prospectus, the Prospectus or any supplement
or amendment thereto, each party against whom contribution may be sought under
this Section 9 hereby consents to the jurisdiction of any court having
jurisdiction over any other contributing party, agrees that process issuing from
such court may be served upon it by any other contributing party and consents to
the service of such process and agrees that any other contributing party may
join it as an additional defendant in any such proceeding in which such other
contributing party is a party.

(f) Any losses, claims, damages, liabilities or expenses for which an
indemnified party is entitled to indemnification or contribution under this
Section 9 shall be paid by the indemnifying party to the indemnified party as
such losses, claims, damages, liabilities or expenses are incurred. The
indemnity and contribution agreements contained in this Section 9 shall remain
operative and in full force and effect, regardless of any termination of this
Agreement. A successor to any Underwriter, its directors or officers or any
person controlling any Underwriter, or to the Company, its directors or
officers, or any person controlling the Company, shall be entitled to the
benefits of the indemnity, contribution and reimbursement agreements contained
in this Section 9.

10. Default by Underwriters.

If on the Closing Date or any Option Closing Date, as the case may be, any
Underwriter shall fail to purchase and pay for the portion of the Preferred
Shares which such Underwriter has agreed to purchase and pay for on such date
(otherwise than by reason of any default on the part of the Company), you, as
Representatives of the Underwriters, shall use your reasonable efforts to
procure within 36 hours thereafter one or more of the other Underwriters, or any
others, to purchase from the Company such amounts as may be agreed upon and upon
the terms set forth herein, the Preferred Shares which the defaulting
Underwriter or Underwriters failed to purchase. If during such 36 hours you, as
such Representatives, shall not have procured such other Underwriters, or any
others, to purchase the Preferred Shares agreed to be purchased by the
defaulting Underwriter or Underwriters, then the Company shall be entitled to a
further period of 36 hours within which to procure another party or parties
satisfactory to you to purchase such Preferred Shares on such terms. If, after
giving effect to any arrangements for the purchase of Preferred Shares by a
defaulting Underwriter by you and the Company provided above, the aggregate
number of Preferred Shares with respect to which such default shall occur does
not exceed 10% of the Preferred Shares to be purchased on the Closing Date or
any such Option Closing date, as the case may be, the other Underwriters shall
be obligated, severally, in

proportion to the respective numbers of Preferred Shares which they are
obligated to purchase hereunder, to purchase the Preferred Shares which such
defaulting Underwriter or Underwriters failed to purchase. If, after giving
effect to any arrangements for the purchase of the Preferred Shares by a
defaulting Underwriter by you and the Company provided above, the aggregate
number of Preferred Shares with respect to which such default shall occur
exceeds 10% of the Preferred Shares to be purchased on the Closing Date or any
such Option Closing Date, as the case may be, the Company or you as the
Representatives of the Underwriters will have the right, by written notice given
within the next 36-hour period to the parties to this Agreement, to terminate
this Agreement without liability on the part of the non-defaulting Underwriters
or of the Company except to the extent provided in Sections 6 and 9 hereof. In
the event of a default by any Underwriter or Underwriters, as set forth in this
Section 10, the Representatives or the Company shall have the right to postpone
the Closing Date or any such Option Closing Date, as the case may be, for a
period not exceeding seven days in order that the required changes in the
Registration Statement, the General Disclosure Package or the Prospectus or in
any other documents or arrangements may be effected. The term “Underwriter”
includes any person substituted for a defaulting Underwriter. Any action taken
under this Section 10 shall not relieve any defaulting Underwriter from
liability in respect of any default of such Underwriter under this Agreement.

11. Notices.

All communications hereunder shall be in writing and, except as otherwise
provided herein, will be mailed, delivered, telecopied or telegraphed and
confirmed as follows: if to the Underwriters, to Goldman, Sachs & Co., 200
West Street New York, New York 10282; Attention: Registration Department and
J.P. Morgan Securities LLC, 383 Madison Avenue, New York, New York 10179;
Attention: Equity Syndicate Desk; if to the Company, to the address of the
Company set forth in the Prospectus, Attention: Secretary.

12. Termination.

This Agreement may be terminated by you by notice to the Company (a) at any
time prior to the Closing Date or any Option Closing Date (if different from the
Closing Date and then only as to Option Shares) if any of the following has
occurred: (i) since the date as of which information is given in the
Registration Statement, the General Disclosure Package and the Prospectus, there
has been (A) any change in the capital stock (other than issuances pursuant to
equity incentive plans) or increase in long-term debt of the Company or any of
its subsidiaries that is material to the Company and its subsidiaries taken as a
whole, or (B) any material adverse change, or any development that would
reasonably be expected to result in a material adverse change, in or affecting
the business, properties, financial position or results of operations of the
Company and its subsidiaries, taken as a whole, except as set forth or
contemplated in the Registration Statement, the General Disclosure Package and
the Prospectus and, in the case of clause (A) or (B), the effect of which in the
judgment of the Representatives makes it impracticable or inadvisable to proceed
with the offering, sale or delivery of the Preferred Shares on the terms and in
the manner contemplated by this Agreement, the General Disclosure Package and
the Prospectus, (ii) since the Applicable Time there has been any outbreak or
escalation of hostilities or declaration of war or national emergency or other
national or international calamity

or crisis (including, without limitation, an act of terrorism) or change in
economic or political conditions if the effect of such outbreak, escalation,
declaration, emergency, calamity, crisis or change on the financial markets of
the United States would, in your judgment, materially impair the investment
quality of the Preferred Shares, (iii) since the Applicable Time there has been
a suspension of trading in securities generally on the New York Stock Exchange,
the American Stock Exchange or the Nasdaq National Market or limitation on
prices (other than limitations on hours or numbers of days of trading) for
securities on any such Exchange, (iv) since the Applicable Time there has been a
declaration of a banking moratorium by United States or New York State
authorities, (v) since the Applicable Time (A) there has been any downgrading in
the rating accorded the Company153s debt securities by Moody153s or S&P, or (B)
either Moody153s or S&P, or both, have publicly announced that they have under
surveillance or review, with possible negative implications, their rating of any
of the Company153s debt securities or (vi) since the Applicable Time there has
been the suspension of trading of any securities issued or guaranteed by the
Company by the New York Stock Exchange, the Commission, or any other
governmental or regulatory authority; or

(b) as provided in Sections 7 and 10 of this Agreement.

13. Successors.

This Agreement has been and is made solely for the benefit of the
Underwriters and the Company and their respective successors, executors,
administrators, heirs and assigns, and the officers, directors and controlling
persons referred to herein, and no other person will have any right or
obligation hereunder. No purchaser of any of the Preferred Shares from any
Underwriter shall be deemed a successor or assign merely because of such
purchase.

14. Information Provided by Underwriters.

The Company and the Underwriters acknowledge and agree that the only
information furnished or to be furnished by any Underwriter to the Company for
inclusion in the Registration Statement, any Preliminary Prospectus, any Issuer
Free Writing Prospectus or the Prospectus consists of the information set forth
in the fifth and eighth paragraphs in their entirety and the fifth and sixth
sentences of the thirteenth paragraph under the caption “Underwriting” in the
Prospectus.

15. Miscellaneous.

(a) The reimbursement, indemnification and contribution agreements contained
in this Agreement and the representations, warranties and covenants in this
Agreement shall remain in full force and effect regardless of (i) any
investigation made by or on behalf of any Underwriter or controlling person
thereof, or by or on behalf of the Company or its directors or officers and (ii)
delivery of and payment for the Preferred Shares under this Agreement.

(b) The Company acknowledges and agrees that the Underwriters are acting
solely in the capacity of an arm153s length contractual counterparty to the
Company with respect to the offering of the Preferred Shares contemplated hereby
(including in connection with

determining the terms of the offering) and not as a financial advisor or a
fiduciary to, or an agent of, the Company or any other person. Additionally,
neither the Representatives nor any other Underwriter is advising the Company or
any other person as to any legal, tax, investment, accounting or regulatory
matters in any jurisdiction. The Company shall consult with its own advisors
concerning such matters and shall be responsible for making its own independent
investigation and appraisal of the transactions contemplated hereby, and the
Underwriters shall have no responsibility or liability to the Company with
respect to the matters covered by this paragraph. Any review by the Underwriters
of the Company, the transactions contemplated hereby or other matters relating
to such transactions will be performed solely for the benefit of the
Underwriters and shall not be on behalf of the Company.

(c) This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.

(d) This Agreement shall be governed by, and construed in accordance with,
the law of the State of New York, including, without limitation, Section 5-1401
of the New York General Obligations Law.

(e) The Underwriters, on the one hand, and the Company (on its own behalf
and, to the extent permitted by law, on behalf of its stockholders), on the
other hand, waive any right to trial by jury in any action, claim, suit or
proceeding with respect to your engagement as underwriter or your role in
connection herewith.

(f) No amendment or waiver of any provision of this Agreement, nor any
consent or approval to any departure therefrom, shall in any event be effective
unless the same shall be in writing and signed by the parties hereto.

If the foregoing letter is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicates hereof,
whereupon it will become a binding agreement among the Company and the several
Underwriters in accordance with its terms.


	Very truly yours, THE GOODYEAR TIRE & RUBBER COMPANY
	By	/s/ Scott A. Honnold
		Scott A. Honnold
		Vice President and Treasurer

[Signature page to Underwriting Agreement]

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The foregoing Underwriting Agreement
is hereby confirmed and accepted as
of the date first above written.

GOLDMAN, SACHS & CO.

For itself and as Representative of the several
Underwriters listed on Schedule I



By	/s/ Goldman, Sachs & Co.
	(Goldman, Sachs & Co.)


J.P. MORGAN SECURITIES LLC For itself and as Representative of the several Underwriters listed on Schedule I
By	/s/ J.P. Morgan Securities LLC
	(J.P. Morgan Securities LLC)

[Signature page to Underwriting Agreement]

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SCHEDULE I

Schedule of Underwriters


	Number of Firm
Underwriter	Shares to be Purchased
Goldman, Sachs & Co.		2,610,000
J.P. Morgan Securities LLC		1,740,000
Citigroup Global Markets Inc.		1,740,000
Credit Agricole Securities (USA) Inc.		1,740,000
BNP Paribas Securities Corp.		290,000
HSBC Securities (USA) Inc.		290,000
Natixis Bleichroeder LLC		290,000

Total		8,700,000

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SCHEDULE II

Filed Pursuant to Rule 433
Relating to the
Preliminary Prospectus Supplement dated March 28, 2011
Registration No. 333-173118

March 28, 2011

Pricing Term Sheet


Issuer:		The Goodyear Tire & Rubber Company

Ticker / Exchange for Common Stock:		GT / The New York Stock Exchange (“NYSE”)

Securities Offered:		8,700,000 shares of 5.875% Mandatory Convertible Preferred Stock (10,000,000 shares if the underwriters exercise their option to purchase additional shares in full) (the “mandatory convertible preferred stock”)

Liquidation Preference per Share:		$50.00 per share of mandatory convertible preferred stock (the “initial liquidation preference”), plus an amount equal to any accrued and unpaid dividends

Public Offering Price:		$50.00 per share of mandatory convertible preferred stock $435,000,000 in aggregate ($500,000,000 in aggregate if the underwriters exercise their option to purchase additional shares in full)

Annual Dividend Rate:		5.875% per share on the initial liquidation preference of $50.00 per share ($2.9375 per annum), payable quarterly in arrears in cash

Dividend Payment Dates:		If declared, January 1, April 1, July 1 and October 1 of each year

First Dividend Payment Date:		July 1, 2011

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Expected Amount of First Dividend Payment per Share:		$0.7425

Expected Amount of Each Subsequent Dividend Payment per Share:		$0.7344

Share Cap:		In no event will the number of shares of the Issuer153s common stock delivered upon conversion of the mandatory convertible preferred stock, including any shares delivered in connection with unpaid dividends, exceed an amount per share equal to the product of (i) 2 and (ii) the maximum conversion rate, subject to adjustment in the same manner as each fixed conversion rate as described in the preliminary prospectus supplement

Mandatory Conversion Date:		April 1, 2014

Last Reported Sale Price of Common Stock on NYSE on March 28, 2011:		$14.57 per share of common stock

Initial Price:		$14.57 per share of common stock (subject to adjustment as described in the preliminary prospectus supplement)

Threshold Appreciation Price:		$18.2125, which represents an appreciation of 25% over the initial price; the threshold appreciation price is subject to adjustment as described in the preliminary prospectus supplement

Conversion Rate on Mandatory Conversion Date:		The conversion rate of each share of mandatory convertible preferred stock will not be more than 3.4317 shares of common stock (the “maximum conversion rate”) and not less than 2.7454 shares of common stock (the “minimum conversion rate”); the maximum conversion rate and the minimum conversion rate are subject to adjustment as described in the preliminary prospectus supplement The following table illustrates the conversion rate per share of the mandatory convertible preferred stock based on the average of the volume weighted average price of the Issuer153s common stock for the 20 consecutive trading-day period ending on, and including, the third trading day immediately preceding the mandatory conversion date (the “applicable market value”):


Applicable Market Value		Conversion Rate per Share of Mandatory Convertible Preferred Stock
Less Than or Equal to the Initial Price		The maximum conversion rate per share of mandatory convertible preferred stock

Greater Than the Initial Price and Less Than the Threshold Appreciation Price		$50.00 divided by the applicable market value

Equal to or Greater Than the Threshold Appreciation Price		The minimum conversion rate per share of mandatory convertible preferred stock

Conversion at Option of the Holder:		Other than during the fundamental change conversion period or following the Issuer153s issuance of a dividend nonpayment conversion notice as described in the preliminary prospectus supplement, holders of the mandatory convertible preferred stock have the right to convert the mandatory convertible preferred stock, in whole or in part, at any time prior to April 1, 2014, into shares of the Issuer153s common stock at the minimum conversion rate of 2.7454 shares of the Issuer153s common stock per share of mandatory convertible preferred stock, subject to adjustment as described in the preliminary prospectus supplement

Fundamental Change Conversion Rate:		The table below sets forth the number of additional shares payable upon conversion upon a fundamental change per share of the mandatory convertible preferred stock based on the effective date of the fundamental change and the stock price in the fundamental change:


Stock Price on Effective Date
Effective Date	$	5.00		$	7.50		$	10.00		$	14.570		$	18.2125	$	20.00	$	30.00	$	40.00	$	50.00	$	60.00	$	70.00	$	80.00	$	90.00	$	100.00
3/31/2011		(0.1320	)		(0.2590	)		(0.3669	)		(0.5015	)		0.1206		0.0984		0.0336		0.0127		0.0051		0.0021		0.0009		0.0004		0.0001		0.0000
4/1/2011		(0.1318	)		(0.2588	)		(0.3667	)		(0.5014	)		0.1207		0.0984		0.0336		0.0127		0.0051		0.0021		0.0009		0.0004		0.0001		0.0000
7/1/2011		(0.1140	)		(0.2389	)		(0.3499	)		(0.4919	)		0.1260		0.1023		0.0339		0.0124		0.0048		0.0020		0.0008		0.0003		0.0001		0.0000
10/1/2011		(0.0959	)		(0.2175	)		(0.3313	)		(0.4815	)		0.1315		0.1062		0.0338		0.0119		0.0045		0.0018		0.0007		0.0003		0.0001		0.0000
1/1/2012		(0.0780	)		(0.1946	)		(0.3110	)		(0.4703	)		0.1373		0.1100		0.0334		0.0111		0.0040		0.0015		0.0006		0.0002		0.0001		0.0000
4/1/2012		(0.0608	)		(0.1705	)		(0.2887	)		(0.4581	)		0.1431		0.1138		0.0326		0.0102		0.0034		0.0012		0.0005		0.0002		0.0001		0.0000
7/1/2012		(0.0445	)		(0.1447	)		(0.2639	)		(0.4445	)		0.1491		0.1172		0.0311		0.0089		0.0028		0.0009		0.0003		0.0001		0.0000		0.0000
10/1/2012		(0.0295	)		(0.1172	)		(0.2356	)		(0.4291	)		0.1553		0.1203		0.0288		0.0073		0.0020		0.0006		0.0002		0.0001		0.0000		0.0000
1/1/2013		(0.0169	)		(0.0883	)		(0.2031	)		(0.4113	)		0.1614		0.1226		0.0254		0.0055		0.0013		0.0003		0.0001		0.0000		0.0000		0.0000
4/1/2013		(0.0077	)		(0.0597	)		(0.1663	)		(0.3906	)		0.1670		0.1235		0.0208		0.0036		0.0007		0.0001		0.0000		0.0000		0.0000		0.0000
7/1/2013		(0.0022	)		(0.0322	)		(0.1226	)		(0.3643	)		0.1715		0.1215		0.0147		0.0017		0.0002		0.0000		0.0000		0.0000		0.0000		0.0000
10/1/2013		(0.0002	)		(0.0102	)		(0.0710	)		(0.3279	)		0.1729		0.1132		0.0071		0.0004		0.0000		0.0000		0.0000		0.0000		0.0000		0.0000
1/1/2014		(0.0000	)		(0.0005	)		(0.0178	)		(0.2665	)		0.1620		0.0866		0.0009		0.0000		0.0000		0.0000		0.0000		0.0000		0.0000		0.0000
4/1/2014		0.0000			0.0000			0.0000			0.0000			0.0000		0.0000		0.0000		0.0000		0.0000		0.0000		0.0000		0.0000		0.0000		0.0000

The exact stock price and effective date may not be set forth on the table,
in which case:

	if the stock price is between two stock price amounts on the table or the effective date is between two dates on the table, the number of additional shares will be determined by straight-line interpolation between the number of additional shares set forth for the higher and lower stock price amounts and the two effective dates, as applicable, based on a 365-day year;

	if the stock price is in excess of $100.00 per share (subject to adjustment as described in the preliminary prospectus supplement), then no additional shares will be issued upon conversion; and

	if the stock price is less than $5.00 per share (subject to adjustment as described in the preliminary prospectus supplement), then no additional shares will be issued upon conversion.


Discount Rate for Purposes of Determining Present Value of Remaining Dividends:		7%

Joint Book-Running Managers:		Goldman, Sachs & Co. J.P. Morgan Securities LLC Citigroup Global Markets Inc. Credit Agricole Securities (USA) Inc.

Co-Managers:		BNP Paribas Securities Corp. HSBC Securities (USA) Inc. Natixis Bleichroeder LLC



Net Proceeds of the Mandatory Convertible Preferred Stock Offering After Underwriters153 Discount:		$48.50 per share of mandatory convertible preferred stock $421,950,000 in aggregate ($485,000,000 in aggregate if the underwriters exercise their option to purchase additional shares in full); these figures do not include a deduction for estimated offering expenses of approximately $1,000,000

Use of Proceeds:		The Issuer intends to use a portion of the net proceeds from the offering to redeem $350 million in principal amount of its outstanding 10.500% Senior Notes due May 15, 2016 at the redemption price of 110.500% of the principal amount, plus accrued and unpaid interest to the redemption date; the Issuer intends to use the remaining net proceeds from the offering for general corporate purposes

Underwriters153 Discount:		$1.50 per share of mandatory convertible preferred stock $13,050,000 in aggregate ($15,000,000 in aggregate if the underwriters exercise their option to purchase additional shares in full)

Pricing Date:		March 28, 2011

Trade Date:		March 29, 2011

Settlement Date:		March 31, 2011

CUSIP:		382550 309

ISIN:		US3825503093

Application has been made for the listing of the mandatory convertible
preferred stock under the symbol “GTPrA.”

The Issuer has filed a registration statement (including a
prospectus) with the SEC for the offering to which this communication relates.
Before you invest, you should read the prospectus in that registration statement
and other documents the Issuer has filed with the SEC for more complete
information about the Issuer and this offering. You may get these documents for
free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the
Issuer, any underwriter or any dealer participating in the offering will arrange
to send you the prospectus if you request it by calling Goldman, Sachs & Co.
at (212) 902-9316 or J.P. Morgan Securities LLC toll-free at (866)
803-9204.

SCHEDULE III

The pricing term sheet set forth on Schedule II hereto.

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SCHEDULE IV

Celeron Corporation
Dapper Tire Co., Inc.
Divested Companies Holding Company
Divested Litchfield Park Properties, Inc.
Goodyear Canada Inc.
Goodyear Export Inc.
Goodyear Farms, Inc.
Goodyear International Corporation
Goodyear Western Hemisphere Corporation
Wheel Assemblies Inc.
Wingfoot Commercial Tire Systems, LLC

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SCHEDULE V

The following executive officers have entered into Lock-Up
Agreements:

1. Richard J. Kramer (Chairman of the Board, Chief Executive Officer and
President)

2. Curt Andersson (President, North American Tire)

3. Arthur de Bok (President, Europe, Middle East and Africa Tire)

4. Jaime C. Szulc (President, Latin American Tire)

5. Pierre Cohade ( President, Asia Pacific Tire)

6. Darren R. Wells (Executive Vice President and Chief Financial Officer)

7. David L. Bialosky (Senior Vice President, General Counsel and Secretary)

8. Jean-Claude Kihn (Senior Vice President and Chief Technical Officer

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EXHIBIT A

LOCK-UP AGREEMENT

______________________, 2011

The Goodyear Tire & Rubber Company

Goldman, Sachs & Co.
J.P. Morgan Securities LLC

As Representatives of the
Several Underwriters

c/o Goldman, Sachs & Co.
200 West Street
New York, New York 10282

J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179

Ladies and Gentlemen:

The undersigned understands that Goldman, Sachs & Co. and J.P. Morgan
Securities LLC, as representatives (the “Representatives”) of the several
underwriters (the “Underwriters”), proposes to enter into an Underwriting
Agreement (the “Underwriting Agreement”) with The Goodyear Tire & Rubber
Company (the “Company”), providing for the public offering (the “Public
Offering”) by the Underwriters, including the Representatives, of the Company153s
mandatory convertible preferred stock, no par value (the “Preferred Stock”),
which Preferred Stock shall be convertible into common stock, no par value, of
the Company (the “Common Stock”).

To induce the Underwriters that may participate in the Public Offering to
continue their efforts in connection with the Public Offering, the undersigned
agrees that, without the prior written consent of the Representatives, the
undersigned will not, directly or indirectly, (1) offer, sell, pledge, contract
to sell (including any short sale), grant any option to purchase or otherwise
dispose of any shares of Common Stock (including, without limitation, shares of
Common Stock which may be deemed to be beneficially owned by the undersigned on
the date hereof in accordance with the rules and regulations of the Securities
and Exchange Commission, shares of Common Stock which may be issued upon
exercise of a stock option or warrant and any other security convertible into or
exchangeable for Common Stock) or (2) enter into any Hedging

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Transaction (as defined below) relating to the Common Stock (each of the
foregoing referred to as a “Disposition”) during the period specified in the
following paragraph (the “Lock-Up Period”). The foregoing restriction is
expressly intended to preclude the undersigned from engaging in any Hedging
Transaction or other transaction which is designed to or is reasonably expected
to lead to or result in a Disposition during the Lock-Up Period even if the
securities would be disposed of by someone other than the undersigned. “Hedging
Transaction” means any short sale (whether or not against the box) or any
purchase, sale or grant of any right (including, without limitation, any put or
call option) with respect to any security (other than a broad-based market
basket or index) that includes, relates to or derives any significant part of
its value from the Common Stock.

The initial Lock-Up Period will commence on the date hereof and continue
until, and include, the date that is 90 days after the date of the final
prospectus relating to the Public Offering (the “Initial Lock-Up Period”).

Notwithstanding the foregoing, the undersigned may (a) transfer shares of
Common Stock acquired pursuant to the Company153s employee stock purchase plans in
existence on the date hereof, including, without limitation, any such plan under
Section 401(k) of the Internal Revenue Code, (b) transfer shares of Common Stock
to the Company for the purpose of exercising employee stock options pursuant to
the share swap exercise provisions set forth therein, provided that the shares
acquired upon the exercise of such options shall be subject to the provisions of
this Lock-Up Agreement, and (c) transfer shares of Common Stock or other Company
securities if the transfer is by gift, will or intestacy; provided that the
transferee executes an agreement stating that the transferee is receiving and
holding the securities subject to the provisions of this Lock-Up Agreement.

The undersigned agrees that the Company may, with respect to any shares of
Common Stock or other Company securities for which the undersigned is the
beneficial or record holder, cause the transfer agent for the Company to note
stop transfer instructions with respect to such securities on the transfer books
and records of the Company.

Notwithstanding anything herein to the contrary, if the closing of the Public
Offering has not occurred prior to April 16, 2011 or the Underwriting Agreement
shall have been terminated pursuant to Section 12 thereof, this agreement shall
be of no further force or effect.

The undersigned hereby represents and warrants that the undersigned has full
power and authority to enter into this Lock-Up Agreement. All authority herein
conferred or agreed to be conferred shall survive the death or incapacity of the
undersigned and any obligations of the undersigned shall be binding upon the
heirs, personal representatives, successors and assigns of the undersigned.

Signature:

Print Name:

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ANNEX I

[Form of Opinion of Covington & Burling LLP]

1. Each Covered Subsidiary is a corporation validly existing and in good
standing under the laws of its state of incorporation.

2. The Registration Statement has become effective under the Act and, to our
knowledge, no stop order suspending the effectiveness of the Registration
Statement has been issued and no proceedings for that purpose have been
instituted or threatened under the Act.

3. Except as to the financial statements, including the notes and schedules
thereto, and other financial and statistical data included in the Registration
Statement or the Prospectus, as to which we express no opinion, the Registration
Statement, as of its effective date, and the Prospectus, as of its date,
complied as to form in all material respects with the requirements of the Act.

4. The statements in the General Disclosure Package under the caption
“Certain Material United States Federal Income Tax Considerations,” insofar as
such statements constitute summaries of the laws, regulations, legal matters,
agreements or other legal documents referred to therein, as of 4:45 p.m. New
York time on the date of the Underwriting Agreement (the “Applicable
Time“), are accurate in all material respects and fairly summarize the
matters referred to therein. The statements in the Prospectus under the caption
“Certain Material United States Federal Income Tax Considerations,” insofar as
such statements constitute summaries of the laws, regulations, legal matters,
agreements or other legal documents referred to therein, as of the date of the
Prospectus and as of the date hereof, are accurate in all material respects and
fairly summarize the matters referred to therein.

5. The Underwriting Agreement conforms in all material respects to the
description thereof contained in the General Disclosure Package and the
Prospectus.

6. No consent, approval, authorization or other action by or filing with any
governmental agency or instrumentality of the State of New York or the United
States of America is required on the part of the Company for the execution and
delivery of the Underwriting Agreement, the issuance and sale of the Preferred
Shares, the issuance of shares of common stock of the Company upon conversion of
the Preferred Shares in accordance with the terms of the Amended Articles of
Incorporation and the consummation of the transactions contemplated by the
Underwriting Agreement in accordance with the terms thereof or the performance
by the Company of its obligations thereunder, except for (i) those already
obtained or made and (ii) any of the foregoing as may be required under state
securities or blue sky laws and the rules and regulations promulgated
thereunder.

7. The issuance and sale of the Preferred Shares, the issuance of shares of
common stock of the Company upon conversion of the Preferred Shares in
accordance with the terms of the Amended Articles of Incorporation, the
execution, delivery and performance by the Company of the Underwriting Agreement
and the consummation of the transactions therein

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contemplated will not (i) violate any New York State or federal statute, law,
rule or regulation to which the Company is subject or (ii) breach the provisions
of, or cause a default under, or result in the creation or imposition of any
lien, charge or encumbrance upon or with respect to any property or assets of
the Company under any agreement listed in Exhibit B hereto.

8. The Company is not and, after giving effect to the offering and sale of
the Preferred Shares and the application of the proceeds thereof as described in
the Prospectus will not be, an “investment company” within the meaning of the
Investment Company Act of 1940, as amended.

In addition, in accordance with our understanding with the Company as to the
scope of our services in connection with the offering of the Preferred Shares,
as counsel to the Company, we reviewed the Registration Statement, the
Prospectus and the General Disclosure Package and participated in discussions
with your representatives and those of the Company, your counsel and the
Company153s accountants. On the basis of the information that was reviewed by us
in the course of the performance of the services referred to above, considered
in the light of our understanding of the applicable law and the experience we
have gained through our practice under the federal securities laws, we confirm
to you that nothing that came to our attention in the course of such review has
caused us to believe that the Registration Statement, at the time the
Registration Statement became effective under the Act (including the information
deemed to be part of the Registration Statement at the time it became effective
pursuant to Rule 430B under the Act), contained any untrue statement of a
material fact or omitted to state any material fact required to be stated
therein or necessary to make the statements therein not misleading, that the
Prospectus, as of its date or as of the date hereof, contained or contains any
untrue statement of a material fact or omitted or omits to state any material
fact necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, or that the General Disclosure
Package, as of the Applicable Time, contained any untrue statement of a material
fact or omitted to state any material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading.

The limitations inherent in the independent verification of factual matters
and the character of determinations involved in the registration process are
such, however, that we do not assume any responsibility for the accuracy,
completeness or fairness of the statements contained in the Registration
Statement, the Prospectus or the General Disclosure Package, except as specified
in paragraph 4 above. Also, we do not express any opinion or belief as to the
financial statements, including the notes and schedules thereto, and other
financial and statistical data included in the Registration Statement, the
Prospectus or the General Disclosure Package.

ANNEX II

[Form of Opinion of David L. Bialosky]

1. The Company and the subsidiaries listed on Exhibit A hereto
(each, a “Subsidiary” and collectively, the “Subsidiaries“)
are each duly incorporated, validly existing and in good standing under the laws
of their respective jurisdictions of organization. The Company has the power and
authority to execute and deliver the Underwriting Agreement, to consummate the
transactions contemplated thereby and to perform its obligations thereunder.
Each of the Company and the Subsidiaries has the requisite power and authority
to own its respective properties and to conduct the businesses in which it is
engaged, except where the failure to have such power or authority would not,
individually or in the aggregate, have a Material Adverse Effect. Each of the
Company and the Subsidiaries is in good standing in each jurisdiction in which
the conduct of its business or its ownership or leasing of property requires
such qualification, except to the extent that the failure to be so qualified or
be in good standing would not, individually or in the aggregate, have a Material
Adverse Effect.

2. The Company has duly authorized, executed and delivered the Underwriting
Agreement.

3. The Preferred Shares have been duly authorized and, when issued and
delivered against payment therefor as provided in the Underwriting Agreement on
the Closing Date, will be validly issued, fully paid and non-assessable. The
Preferred Shares will not be subject to any preemptive rights or any similar
rights under the Company153s Amended Articles of Incorporation or Code of
Regulations.

4. The shares of common stock of the Company, without par value (the
“Common Stock“), initially issuable upon conversion of the Preferred
Shares in accordance with the terms of the Amended Articles of Incorporation and
the Certificate of Amendment (the “Conversion Shares“) have been duly
authorized and reserved for issuance upon such conversion by the Company. Upon
issuance and delivery of any Conversion Shares in accordance with the terms of
the Amended Articles of Incorporation and the Certificate of Amendment, such
Conversion Shares will be validly issued, fully paid and non-assessable and will
be free of any preemptive rights or any similar rights, under the Amended
Articles of Incorporation or Code of Regulations.

5. The Company has an authorized capitalization as set forth in footnote 5 to
the table set forth under the caption “Capitalization” in the General Disclosure
Package and the Prospectus, and all outstanding shares of capital stock of the
Company have been duly authorized and validly issued and are fully paid and
non-assessable.

6. No consent, approval, authorization or other action by or filing with any
governmental agency or instrumentality of the State of Ohio is required on the
part of the Company for the execution and delivery of the Underwriting
Agreement, the issuance and sale of

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the Preferred Shares, the issuance and delivery of any Conversion Shares upon
the conversion of the Preferred Shares in accordance with the terms of the
Amended Articles of Incorporation and the consummation of the transactions
contemplated by the Underwriting Agreement or the performance by the Company of
its obligations thereunder, except (i) those already obtained or made, and (ii)
any of the foregoing as may be required under state securities laws or blue sky
laws and the rules and regulations promulgated thereunder.

7. The execution, delivery and performance by the Company of the Underwriting
Agreement, the issuance and sale of the Preferred Shares, the issuance and
delivery of the Conversion Shares upon conversion of the Preferred Shares in
accordance with the terms of the Amended Articles of Incorporation and the
Certificate of Amendment and the compliance by the Company with all applicable
provisions of the Underwriting Agreement and the consummation of the
transactions therein contemplated will not (i) conflict with or result in a
breach or violation of any of the terms or provisions of, or constitute a
default under, any agreement or instrument (x) to which the Company is a party
or by which the Company is bound or to which any of its property or assets is
subject and (y) that is listed under the heading “Instruments Defining the
Rights of Security Holders, Including Indentures” or “Material Contracts” in the
section entitled “Index of Exhibits” in the Company153s Annual Report on Form 10-K
for the year ended December 31, 2010, except as would not, individually or in
the aggregate, have a Material Adverse Effect, (ii) result in any violation of
the provisions of the Amended Articles of Incorporation or Code of Regulations
or (iii) result in any violation of any judgment, writ, injunction, order, rule
or regulation of any court or governmental authority binding on the Company of
which I am aware, that is material to the Company and its subsidiaries taken as
a whole.

8. Except as set forth in the General Disclosure Package and the Prospectus,
to my knowledge, there are no legal, governmental or regulatory investigations,
actions, suits or proceedings pending to which the Company or any of its
subsidiaries is a party or to which any property of the Company or any of its
subsidiaries is subject, which would be required to be disclosed pursuant to
Item 103 of Regulation S-K under the Exchange Act in the Company153s Annual Report
on Form 10-K if such report were filed on the date hereof.

9. The statements in the General Disclosure Package under the captions
“Description of Mandatory Convertible Preferred Stock” and “Description of
Capital Stock” insofar as such statements constitute summaries of the terms of
the Preferred Shares and the Conversion Shares, as of 4:45 p.m. (New York time)
on the date of the Underwriting Agreement (the “Applicable Time“), are
accurate in all material respects and fairly summarize the matters referred to
therein. The statements in the Prospectus under the captions “Description of
Mandatory Convertible Preferred Stock” and “Description of Capital Stock,”
insofar as such statements constitute summaries of the terms of the Preferred
Shares and the Conversion Shares, as of the date of the Prospectus and as of the
date hereof, are accurate in all material respects and fairly summarize the
matters referred to therein.

10. Except as described in or contemplated by the Registration Statement, the
General Disclosure Package and the Prospectus, there are no outstanding
securities of the

Company convertible or exchangeable into or evidencing the right to purchase
or subscribe for any shares of capital stock of the Company and there are no
outstanding or authorized options, warrants or rights of any character
obligating the Company to issue any shares of its capital stock or any
securities convertible or exchangeable into or evidencing the right to purchase
or subscribe for any shares of such stock.

11. The documents incorporated by reference in the Registration Statement and
the Prospectus, at the time they became effective or were filed with the
Commission, complied as to form in all material respects with the requirements
of the Exchange Act (except as to the financial statements and schedules and
other financial and statistical data contained therein, as to which I express no
opinion).

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