{"id":43964,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/underwriting-agreement-goodyear-tire-amp-amp-rubber-co.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"underwriting-agreement-goodyear-tire-amp-amp-rubber-co","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/securities\/underwriting-agreement-goodyear-tire-amp-amp-rubber-co.html","title":{"rendered":"Underwriting Agreement – Goodyear Tire & Rubber Co."},"content":{"rendered":"

The Goodyear Tire & Rubber Company<\/p>\n

\n

8,700,000 Shares of 5.875% Mandatory Convertible Preferred
\nStock<\/p>\n

\n

UNDERWRITING AGREEMENT<\/u><\/p>\n

\n

March 28, 2011<\/p>\n

\n

Goldman, Sachs & Co.
\nJ.P. Morgan Securities LLC
\nAs Representatives of the
\nSeveral Underwriters<\/p>\n<\/p>\n

c\/o Goldman, Sachs & Co.
\n200 West Street
\nNew York, New York 10282<\/p>\n<\/p>\n

J.P. Morgan Securities LLC
\n383 Madison Avenue
\nNew York, New York 10179<\/p>\n<\/p>\n

Ladies and Gentlemen:<\/p>\n<\/p>\n

The Goodyear Tire & Rubber Company, an Ohio corporation (the “Company”),
\nproposes, subject to the terms and conditions stated herein, to issue and sell
\nto the several underwriters (the “Underwriters”) named in Schedule I hereto for
\nwhom you are acting as representatives (the “Representatives”) an aggregate of
\n8,700,000 shares (the “Firm Shares”) of the Company153s 5.875% Mandatory
\nConvertible Preferred Stock, no par value (the “Preferred Stock”). The
\nrespective amounts of the Firm Shares to be so purchased by the several
\nUnderwriters are set forth opposite their names in Schedule I hereto. The
\nCompany also proposes to sell at the Underwriters153 option an aggregate of up to
\n1,300,000 additional shares of the Preferred Stock (the “Option Shares”) as set
\nforth below. The Preferred Stock will be established by a Certificate of
\nAmendment (the “Certificate of Amendment”) to the Amended Articles of
\nIncorporation of the Company, as amended as of the date hereof (the “Amended
\nArticles of<\/p>\n<\/p>\n

\n

size=2 width=”100%” noshade style=’color:#A0A0A0′ align=center><\/p>\n

Incorporation”) to be filed with the Secretary of State of the State of Ohio
\non or before the Closing Date (as defined below).<\/p>\n

As the Representatives, you have advised the Company (a) that you are
\nauthorized to enter into this Agreement on behalf of the several Underwriters,
\nand (b) that the several Underwriters are willing, acting severally and not
\njointly, to purchase the number of Firm Shares set forth opposite their
\nrespective names in Schedule I, plus their pro rata portion of the Option Shares
\nif you elect to exercise the option to purchase additional shares in whole or in
\npart for the accounts of the several Underwriters. The Firm Shares and the
\nOption Shares (to the extent the aforementioned option is exercised) are herein
\ncollectively called the “Preferred Shares.” The Preferred Shares and the
\nUnderlying Common Shares (as defined below) are herein collectively called the
\n“Shares.”<\/p>\n

In consideration of the mutual agreements contained herein and of the
\ninterests of the parties in the transactions contemplated hereby, the parties
\nhereto agree as follows:<\/p>\n

1. Representations and Warranties of the Company.<\/u><\/p>\n

The Company represents and warrants to each of the Underwriters as follows:\n<\/p>\n

(a) An “automatic shelf registration statement” as defined in Rule 405 under
\nthe Securities Act of 1933, as amended (the “Act”), on Form S-3 (File No.
\n333-173118) in respect of the Preferred Shares and the shares (the “Underlying
\nCommon Shares”) of common stock, no par value, of the Company (the “Common
\nStock”) into which the Preferred Shares are convertible or may otherwise be
\nissued in respect of the Preferred Shares, including a form of prospectus (the
\n“Base Prospectus”), has been prepared and filed by the Company not earlier than
\nthree years prior to the date hereof, in conformity with the requirements of the
\nAct and the rules and regulations (the “Rules and Regulations”) of the
\nSecurities and Exchange Commission (the “Commission”) thereunder and no notice
\nof objection of the Commission to the use of such registration statement or any
\npost-effective amendment thereto has been received by the Company. The Company
\nand the transactions contemplated by this Agreement meet the requirements and
\ncomply with the conditions for the use of Form S-3. “Preliminary Prospectus”
\nmeans the Base Prospectus, as supplemented by any preliminary prospectus
\n(including any preliminary prospectus supplement) relating to the Shares filed
\nwith the Commission pursuant to Rule 424(b) under the Act and including the
\ndocuments incorporated in the Base Prospectus by reference. Copies of such
\nregistration statement, including any amendments thereto, the Preliminary
\nProspectus and the exhibits, financial statements and schedules to such
\nregistration statement, in each case as finally amended and revised, have
\nheretofore been delivered by the Company to you. Such registration statement,
\ntogether with any post-effective amendment thereto filed by the Company pursuant
\nto Rules 413(b) and 462(f) under the Act, is herein referred to as the
\n“Registration Statement,” which shall be deemed to include all information
\nomitted therefrom in reliance upon Rule 430A, 430B or 430C under the Act and
\ncontained in the Prospectus referred to below. The Registration Statement has
\nbecome effective under the Act and no post-effective amendment to the
\nRegistration Statement has been filed as of the date of this Agreement.
\n“Prospectus” means the prospectus in the form first used to confirm sales of the\n<\/p>\n

2<\/p>\n

\n

\n

Preferred Shares and filed with the Commission after the Applicable Time (as
\ndefined below) pursuant to and within the time limits described in Rule 424(b)
\nunder the Act and in accordance with Section 4(a) hereof. Any reference herein
\nto the Registration Statement, any Preliminary Prospectus or to the Prospectus
\nor to any amendment or supplement to any of the foregoing documents shall be
\ndeemed to refer to and include any documents incorporated by reference therein
\nas of each effective date of such Registration Statement or the date of such
\nPreliminary Prospectus or the Prospectus, as applicable, and, in the case of any
\nreference herein to the Prospectus, also shall be deemed to include any
\ndocuments incorporated by reference therein, and any supplements or amendments
\nthereto, filed with the Commission after the date of filing of the Prospectus
\nunder Rule 424(b) under the Act, and prior to the termination of the offering of
\nthe Preferred Shares by the Underwriters.<\/p>\n<\/p>\n

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

“Applicable Time” means 4:45 p.m. (New York time) on the date of this
\nAgreement or such other time as agreed to in writing by the Company and the
\nRepresentatives.<\/p>\n<\/p>\n

“Statutory Prospectus” means the Preliminary Prospectus, as amended and
\nsupplemented by any document incorporated by reference therein and any
\nprospectus supplement that has not been superseded, in each case, immediately
\nprior to the Applicable Time.<\/p>\n<\/p>\n

“Issuer Free Writing Prospectus” means any “issuer free writing prospectus,”
\nas defined in Rule 433 under the Act, relating to the Preferred Shares in the
\nform filed or required to be filed with the Commission or, if not required to be
\nfiled, in the form retained in the Company153s records pursuant to Rule 433(g)
\nunder the Act.<\/p>\n<\/p>\n

“General Use Free Writing Prospectus” means any Issuer Free Writing
\nProspectus that is identified on Schedule III to this Agreement.<\/p>\n<\/p>\n

“Limited Use Free Writing Prospectus” means any Issuer Free Writing
\nProspectus that is not a General Use Free Writing Prospectus.<\/p>\n<\/p>\n

3<\/p>\n

\n

\n

(c) Each of the Company and its subsidiaries listed on Schedule IV hereto has
\nbeen duly organized and is validly existing and in good standing under the laws
\nof their respective jurisdictions of organization, with all requisite power and
\nauthority (corporate and other) necessary to own its properties and conduct its
\nbusiness as described in the Registration Statement, the General Disclosure
\nPackage and the Prospectus, and has been duly qualified as a foreign corporation
\nor limited liability company for the transaction of business and is in good
\nstanding under the laws of each other jurisdiction in which it owns or leases
\nproperties or conducts any business so as to require such qualification, or is
\nsubject to no liability or disability that is material to the Company and its
\nsubsidiaries taken as a whole by reason of the failure to be so qualified or in
\ngood standing in any such jurisdiction. As used in this Agreement, a
\n“subsidiary” of any person means any corporation, association, partnership or
\nother business entity of which more than 50% of the total voting power of shares
\nof capital stock or other interests (including partnership interests) entitled
\n(without regard to the occurrence of any contingency) to vote in the election of
\ndirectors, managers or trustees thereof is at the time owned or controlled,
\ndirectly or indirectly, by: (i) such person, (ii) such person and one or more
\nsubsidiaries of such person or (iii) one or more subsidiaries of such person.\n<\/p>\n<\/p>\n

(d) The Company has an authorized capitalization as set forth in the
\nRegistration Statement and the Prospectus (and any similar section or
\ninformation contained in the General Disclosure Package) and all of the issued
\nshares of capital stock of the Company have been duly and validly authorized and
\nissued and are fully paid and non-assessable; the Preferred Shares to be issued
\nand sold by the Company have been duly authorized and when issued and paid for
\nas contemplated herein on the Closing Date (and, if applicable, each Option
\nClosing Date), will be validly issued, fully paid and non-assessable, and no
\npreemptive rights of stockholders exist with respect to any of the Preferred
\nShares or the issue and sale thereof; the Shares will conform in all material
\nrespects to the description thereof contained in the General Disclosure Package,
\nthe Registration Statement and the Prospectus; neither the filing of the
\nRegistration Statement nor the offering or sale of the Preferred Shares as
\ncontemplated by this Agreement gives rise to any rights, other than those which
\nhave been waived or satisfied for or relating to the registration of any
\nsecurities of the Company; and all of the issued shares of capital stock or
\nother equity interests of each Significant Subsidiary (for purposes of this
\nSection, as defined in Rule 1-02 of Regulation S-X under the Securities Exchange
\nAct of 1934, as amended (the “Exchange Act”)) of the Company have been duly and
\nvalidly authorized and issued, are fully paid and non-assessable and (except for
\ndirectors153 qualifying shares and except as otherwise set forth in the
\nRegistration Statement, the General Disclosure Package and the Prospectus) the
\ncapital stock or other equity interests of each Significant Subsidiary is owned
\ndirectly or indirectly by the Company, free and clear of any lien, charge,
\nencumbrance, security interest, restriction on voting or transfer or any other
\nclaim of any third party, other than those which are “Permitted Liens” as
\ndefined in the Indenture dated as of August 13, 2010, among the Company, the
\nsubsidiaries party thereto and Wells Fargo Bank, N.A., as trustee, as amended
\nand supplemented. Except as described in the Registration Statement, the General
\nDisclosure Package and the Prospectus, there are no outstanding subscriptions,
\nrights, warrants, calls or options to acquire, or instruments convertible into
\nor exchangeable for, or agreements or understandings with respect to the sale or
\nissuance of, any shares of capital stock of or other equity or other ownership
\ninterest in the Company or any of its Significant Subsidiaries. The Underlying
\nCommon Shares initially<\/p>\n<\/p>\n

4<\/p>\n

\n

\n

issuable upon conversion of the Preferred Shares in accordance with the terms
\nof the Company153s Amended Articles of Incorporation and the Certificate of
\nAmendment have been duly authorized and reserved for issuance upon such
\nconversion and, when issued by the Company upon such conversion in accordance
\nwith the terms of the Company153s Amended Articles of Incorporation and the
\nCertificate of Amendment, will be validly issued, fully paid and non-assessable,
\nand no preemptive rights of stockholders exist with respect to any of the
\nUnderlying Common Shares issuable upon such conversion or the issue thereof.\n<\/p>\n<\/p>\n

(e) The Commission has not issued an order preventing or suspending the use
\nof any Preliminary Prospectus, any Issuer Free Writing Prospectus or the
\nProspectus relating to the proposed offering of the Preferred Shares, and no
\nproceeding for that purpose or pursuant to Section 8A of the Act has been
\ninstituted or, to the Company153s knowledge, threatened by the Commission. The
\nRegistration Statement, as of each effective date and at the date hereof, the
\nClosing Date and any Option Closing Date, and the Prospectus, as of its date and
\nat the date hereof, the Closing Date and any Option Closing Date, complied and
\nwill comply in all material respects with the requirements of the Act and the
\nRules and Regulations. The documents incorporated by reference in the
\nProspectus, at the time filed with the Commission conformed in all material
\nrespects to the requirements of the Exchange Act or the Act, as applicable, and
\nthe rules and regulations of the Commission thereunder. The Registration
\nStatement and any amendment thereto as of each effective date and at the date
\nhereof, the Closing Date and any Option Closing Date, did not contain, and will
\nnot contain, any untrue statement of a material fact and did not omit, and will
\nnot omit, to state a material fact required to be stated therein or necessary to
\nmake the statements therein not misleading; and the Prospectus and any
\namendments and supplements thereto as of its date and at the date hereof, the
\nClosing Date and any Option Closing Date, did not contain, and will not contain,
\nany untrue statement of a material fact and did not omit, and will not omit, to
\nstate a material fact necessary in order to make the statements therein, in the
\nlight of the circumstances under which they were made, not misleading; provided,
\nhowever, that the Company makes no representations or warranties as to
\ninformation contained in or omitted from the Registration Statement or the
\nProspectus, or any such amendment or supplement, in reliance upon, and in
\nconformity with, written information furnished to the Company by or on behalf of
\nany Underwriter through the Representatives, specifically for use therein, it
\nbeing understood and agreed that the only such information is that described in
\nSection 14 herein.<\/p>\n<\/p>\n

(f) Each Issuer Free Writing Prospectus, as of its issue date and at all
\nsubsequent times through the completion of the public offer and sale of the
\nPreferred Shares, did not, does not and will not include any information that
\nconflicted, conflicts or will conflict with the information contained in the
\nRegistration Statement or the Prospectus, including any document incorporated by
\nreference and any prospectus supplement deemed to be a part thereof that has not
\nbeen superseded or modified; provided, however, that the Company makes no
\nrepresentations or warranties as to information contained in or omitted from any
\nIssuer Free Writing Prospectus, or any amendment or supplement thereto, in
\nreliance upon, and in conformity with, written information furnished to the
\nCompany by or on behalf of any Underwriter through the Representatives,
\nspecifically for use therein, it being understood and agreed that the only such
\ninformation is that described in Section 14 herein.<\/p>\n<\/p>\n

5<\/p>\n

\n

\n

(g) The Company has not, directly or indirectly, distributed and will not
\ndistribute any offering material in connection with the offering and sale of the
\nPreferred Shares other than any Preliminary Prospectus, the Prospectus, any
\nGeneral Use Free Writing Prospectuses and other materials, if any, permitted
\nunder the Act and consistent with Section 4(b) below. The Company will file with
\nthe Commission all Issuer Free Writing Prospectuses in the time and manner
\nrequired under Rules 163(b)(2) and 433(d) under the Act.<\/p>\n<\/p>\n

(h) (i) At the time of filing the Registration Statement, (ii) at the time
\nthe Company or any person acting on its behalf (within the meaning, for this
\nclause only, of Rule 163(c) under the Act) made any offer relating to the
\nPreferred Shares in reliance on the exemption of Rule 163 under the Act and
\n(iii) at the date hereof, the Company is a “well-known seasoned issuer” as
\ndefined in Rule 405 under the Act. <\/strong>The Company has not received
\nfrom the Commission any notice pursuant to Rule 401(g)(2) under the Act
\nobjecting to the use of the automatic shelf registration form.<\/p>\n<\/p>\n

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

(j) The financial statements and the related notes thereto included or
\nincorporated by reference in the Registration Statement, the General Disclosure
\nPackage and the Prospectus present fairly in all material respects the
\nconsolidated financial position of the Company and its consolidated subsidiaries
\nas of the dates indicated and the results of their operations and the changes in
\ntheir cash flows for the periods specified, in each case, on a consolidated
\nbasis; such financial statements have been prepared in conformity with United
\nStates generally accepted accounting principles (“GAAP”) applied on a consistent
\nbasis (unless otherwise disclosed therein) throughout the periods covered
\nthereby; and the other financial information included or incorporated by
\nreference in the Registration Statement, the General Disclosure Package and the
\nProspectus has been derived from the accounting records of the Company and its
\nsubsidiaries and presents fairly in all material respects the information shown
\nthereby.<\/p>\n<\/p>\n

(k) PricewaterhouseCoopers LLP, who have certified certain consolidated
\nfinancial statements of the Company and its consolidated subsidiaries
\nincorporated by reference in the Registration Statement, the General Disclosure
\nPackage and the Prospectus, are an independent registered public accounting firm
\nwith respect to the Company and its subsidiaries as required by the Act and the
\nRules and Regulations and by the Public Company Accounting Oversight Board
\n(United States) (the “PCAOB”).<\/p>\n<\/p>\n

(l) Other than as set forth in the Registration Statement, the General
\nDisclosure Package and the Prospectus, since the date of the latest audited
\nfinancial statements included or<\/p>\n<\/p>\n

6<\/p>\n

\n

\n

incorporated by reference in the Registration Statement, the General
\nDisclosure Package and the Prospectus, there has been no change in the Company153s
\ninternal control over financial reporting that has materially affected, or is
\nreasonably likely to materially affect, the Company153s internal control over
\nfinancial reporting.<\/p>\n<\/p>\n

(m) Except as would not reasonably be expected to have a material adverse
\neffect on the business, properties, financial position or results of operations
\nof the Company and its subsidiaries, taken as a whole (a “Material Adverse
\nEffect”), the Company and its subsidiaries maintain systems of internal
\naccounting controls sufficient to provide reasonable assurance that (i)
\ntransactions are executed in accordance with management153s general or specific
\nauthorizations; (ii) transactions are recorded as necessary to permit
\npreparation of financial statements in conformity with GAAP and to maintain
\nasset accountability; (iii) access to assets is permitted only in accordance
\nwith management153s general or specific authorization; and (iv) the recorded
\naccountability for assets is compared with the existing assets at reasonable
\nintervals and appropriate action is taken with respect to any differences.<\/p>\n<\/p>\n

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

(o) Except as set forth in the Registration Statement, the General Disclosure
\nPackage and the Prospectus, there are no legal or governmental proceedings
\npending to which the Company or any of its subsidiaries is a party or to which
\nany property of the Company or any of its subsidiaries is the subject, which
\nwould be required to be disclosed pursuant to Item 103 of Regulation S-K under
\nthe Exchange Act in the Company153s Annual Report on Form 10-K if such report were
\nfiled on the date hereof; and, to the best of the Company153s knowledge, no such
\nproceedings are threatened or contemplated by governmental authorities or
\nthreatened by others.<\/p>\n<\/p>\n

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

(q) The Company and its subsidiaries have paid all federal, state, local and
\nforeign taxes (except for such taxes that are not yet delinquent or that are
\nbeing contested in good<\/p>\n<\/p>\n

7<\/p>\n

\n

\n

faith and by proper proceedings) and filed all tax returns required to be
\npaid or filed through the date hereof, except in each case where the failure to
\npay or file would not reasonably be expected to have a Material Adverse Effect;
\nand except as otherwise disclosed in the Registration Statement, the General
\nDisclosure Package and the Prospectus or as would not reasonably be expected to
\nhave a Material Adverse Effect, there is no tax deficiency that has been, or
\ncould reasonably be expected to be, asserted against the Company or any of its
\nsubsidiaries or any of their respective properties or assets.<\/p>\n<\/p>\n

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

(s) Since the date of the latest audited financial statements of the Company
\nincluded or incorporated by reference in the Registration Statement, the General
\nDisclosure Package and the Prospectus, neither the Company nor any of its
\nsubsidiaries has entered into any transaction or agreement that is material to
\nthe Company and its subsidiaries, taken as a whole, or incurred any liability or
\nobligation, direct or contingent, that is material to the Company and its
\nsubsidiaries, taken as a whole, other than as set forth in the Registration
\nStatement, the General Disclosure Package and the Prospectus.<\/p>\n<\/p>\n

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

(u) The execution, delivery and performance by the Company of this Agreement,
\nthe issuance and sale of the Preferred Shares, the issuance of the Underlying
\nCommon Shares<\/p>\n<\/p>\n

8<\/p>\n

\n

\n

upon conversion of the Preferred Shares in accordance with the terms of the
\nCompany153s Amended Articles of Incorporation and the Certificate of Amendment and
\nthe compliance by the Company with all of the provisions of this Agreement and
\nthe consummation of the transactions herein contemplated will not (i) conflict
\nwith or result in a breach or violation of any of the terms or provisions of, or
\nconstitute a default under, any indenture, mortgage, deed of trust, loan
\nagreement or other agreement or instrument to which the Company or any of its
\nsubsidiaries is a party or by which the Company or any of its subsidiaries is
\nbound or to which any of the property or assets of the Company or any of its
\nsubsidiaries is subject, (ii) result in any violation of the provisions of the
\nArticles of Incorporation or Code of Regulations or other similar organizational
\ndocuments of the Company or (iii) result in any violation of any law or statute
\nor any judgment, order, rule or regulation of any court or governmental agency
\nor body having jurisdiction over the Company or any of its subsidiaries or any
\nof their properties or assets, except, in the case of clauses (i) and (iii)
\nabove, for any such conflict, breach or violation that would not, individually
\nor in the aggregate, reasonably be expected to have a Material Adverse Effect;
\nand no consent, approval, authorization, order, registration or qualification of
\nor with any such court or governmental agency or body is required for the issue
\nand sale of the Preferred Shares, the issuance of the Underlying Common Shares
\nupon conversion of the Preferred Shares in accordance with the terms of the
\nCompany153s Amended Articles of Incorporation and the Certificate of Amendment or
\nthe consummation by the Company of the transactions contemplated by this
\nAgreement, except for the filing of the Certificate of Amendment with the
\nSecretary of State of the State of Ohio and for such as have been obtained or
\nmade by the Company and are in full force and effect under the Act and for such
\nconsents, approvals, authorizations, registrations or qualifications as may be
\nrequired under state securities or Blue Sky laws or under the securities laws of
\nCanada or any province thereof or from the Financial Industry Regulatory
\nAuthority (“FINRA”) in connection with the purchase and resale of the Preferred
\nShares by the Underwriters.<\/p>\n<\/p>\n

(v) The Company has full right, corporate power and authority to execute and
\ndeliver this Agreement and to perform its obligations hereunder; and all
\ncorporate action required to be taken for the due and proper authorization,
\nexecution and delivery of this Agreement and the consummation of the
\ntransactions contemplated hereby has been duly and validly taken.<\/p>\n<\/p>\n

(w) This Agreement conforms in all material respects to the description
\nthereof contained in the Registration Statement and the Prospectus.<\/p>\n<\/p>\n

(x) This Agreement has been duly authorized, executed and delivered by the
\nCompany.<\/p>\n<\/p>\n

(y) The Company and its subsidiaries own, license or otherwise possess
\nadequate rights to use all material patents, patent applications, trademarks,
\nservice marks, trade names, trademark registrations, service mark registrations,
\ncopyrights, licenses and know-how (including trade secrets and other unpatented
\nand\/or unpatentable proprietary or confidential information, systems or
\nprocedures) necessary for the conduct of their respective businesses, except
\nwhere the failure to own, license or otherwise possess such rights would not
\nreasonably be expected to have a Material Adverse Effect; and the conduct of
\ntheir respective businesses will not conflict in any respect with any such
\nrights of others, and the Company and, to the best<\/p>\n<\/p>\n

9<\/p>\n

\n

\n

of the Company153s knowledge, its subsidiaries, have not received written
\nnotice of any claim of infringement of or conflict with any such rights of
\nothers, except in each case such conflicts or infringements that, if adversely
\ndetermined against the Company or any of its subsidiaries, would not reasonably
\nbe expected to have a Material Adverse Effect.<\/p>\n<\/p>\n

(z) The Company and its subsidiaries possess all licenses, certificates,
\npermits and other authorizations issued by, and have made all declarations and
\nfilings with, the appropriate federal, state, local or foreign governmental or
\nregulatory authorities that are necessary for the ownership or lease of their
\nrespective properties or the conduct of their respective businesses as described
\nin the Registration Statement, the General Disclosure Package and the
\nProspectus, except where the failure to possess or make the same would not,
\nindividually or in the aggregate, reasonably be expected to have a Material
\nAdverse Effect; and except as described in the Registration Statement, the
\nGeneral Disclosure Package and the Prospectus or as would not reasonably be
\nexpected to have a Material Adverse Effect, neither the Company nor any of its
\nsubsidiaries has received written notice of any revocation or modification of
\nany such license, certificate, permit or authorization or has any reason to
\nbelieve that any such license, certificate, permit or authorization will not be
\nrenewed in the ordinary course.<\/p>\n<\/p>\n

(aa) The statements set forth in the Registration Statement, the General
\nDisclosure Package and the Prospectus under the caption “Description of
\nMandatory Convertible Preferred Stock” and “Description of Capital Stock,”
\ninsofar as they purport to constitute a summary of the terms of the Shares, and
\nunder the caption “Certain Material United States Federal Income Tax
\nConsiderations,” insofar as they purport to describe the provisions of the laws
\nand documents referred to therein, are accurate, complete and fair in all
\nmaterial respects.<\/p>\n<\/p>\n

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

(cc) Neither the Company nor any subsidiary of the Company is, and after
\ngiving effect to the offering and sale of the Preferred Shares, none of them
\nwill be an “investment company,” as such term is defined in the Investment
\nCompany Act of 1940, as amended (the “1940 Act”).<\/p>\n<\/p>\n

(dd) Except as would not reasonably be expected to have a Material Adverse
\nEffect, the Company and its subsidiaries have insurance covering their
\nrespective properties, operations, personnel and businesses, which insurance is
\nin amounts and insures against such losses and risks as are customary among
\ncompanies of established reputation engaged in the same or similar businesses
\nand operating in the same or similar locations; and neither the Company nor, to
\nthe best of the Company153s knowledge, any of its subsidiaries, has (i) received
\nwritten notice from any insurer or agent of such insurer that capital
\nimprovements or other expenditures are required or necessary to be made in order
\nto continue such insurance or (ii) any reason to believe that it will not be
\nable to renew its existing insurance coverage as and when such coverage expires
\nor to obtain similar coverage at reasonable cost from similar insurers as<\/p>\n<\/p>\n

10<\/p>\n

\n

\n

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

(ee) Except as would not reasonably be expected to have a Material Adverse
\nEffect, (a) each employee benefit plan, within the meaning of Section 3(3) of
\nthe Employee Retirement Income Security Act of 1974, as amended (“ERISA”), that
\nis maintained, administered or contributed to by the Company or any of its
\naffiliates for employees or former employees of the Company and its affiliates
\nis in compliance in all material respects with its terms and the requirements of
\nany applicable statutes, orders, rules and regulations, including but not
\nlimited to ERISA and the Internal Revenue Code of 1986, as amended (the “Code”),
\nand (b) no prohibited transaction, within the meaning of Section 406 of ERISA or
\nSection 4975 of the Code, has occurred with respect to any such plan excluding
\ntransactions effected pursuant to a statutory or administrative exemption; and
\nfor the plans that are subject to the funding rules of Section 412 of the Code
\nor Section 302 of ERISA, except as set forth in the Registration Statement, the
\nGeneral Disclosure Package and the Prospectus, the present value of all benefit
\nliabilities under each such plan (based on the assumptions used for purposes of
\nAccounting Standards Codification Topic 715) did not, as of the last date the
\nplans were measured for year-end disclosure purposes, exceed by more than $1,162
\nmillion the fair market value of the assets of such plan, and the present value
\nof all benefit liabilities of all underfunded plans (based on the assumptions
\nused for purposes of Accounting Standards Codification Topic 715) did not, as of
\nthe last date the plans were measured for year-end disclosure purposes, exceed
\nby more than $1,831 million the fair market value of the assets of all such
\nunderfunded plans, and no such plan has failed to satisfy the minimum funding
\nstandard as defined in Section 412 of the Code or Section 302 of ERISA.<\/p>\n<\/p>\n

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

(gg) None of the information on (or hyperlinked from) the Company153s website
\nat www.goodyear.com, or any website of any subsidiary of the Company maintained
\nor supported by the Company, includes or constitutes a “free writing prospectus”
\nas defined in Rule 405 under the Act (other than any information that has been
\nfiled by the Company with the Commission in accordance with Rule 433 under the
\nAct).<\/p>\n<\/p>\n

(hh) Except as would not reasonably be expected to have a Material Adverse
\nEffect, neither the Company nor any of its subsidiaries nor, to the best
\nknowledge of the Company and its subsidiaries, no director, officer, agent,
\nemployee or other person associated<\/p>\n<\/p>\n

11<\/p>\n

\n

\n

with or acting on behalf of the Company or any of its subsidiaries has (i)
\nused any corporate funds for any unlawful contribution, gift, entertainment or
\nother unlawful expense relating to political activity; (ii) made any direct or
\nindirect unlawful payment to any foreign or domestic government official or
\nemployee from corporate funds; (iii) violated or is in violation of any
\nprovision of the Foreign Corrupt Practices Act of 1977; or (iv) made any bribe,
\nrebate, payoff, influence payment, kickback or other unlawful payment.<\/p>\n<\/p>\n

(ii) Except as described in the Registration Statement, the General
\nDisclosure Package and the Prospectus, no labor disturbance by or dispute with
\nemployees of the Company or any of its subsidiaries exists or, to the best
\nknowledge of the Company, is contemplated or threatened, in each case that would
\nbe reasonably expected to have a Material Adverse Effect.<\/p>\n<\/p>\n

(jj) Except as would not reasonably be expected to have a Material Adverse
\nEffect, the operations of the Company and its subsidiaries are and have been
\nconducted at all times in compliance with applicable financial recordkeeping and
\nreporting requirements of the Currency and Foreign Transactions Reporting Act of
\n1970, as amended, the money laundering statutes of all jurisdictions applicable
\nto the Company and its subsidiaries, the rules and regulations thereunder and
\nany related or similar rules, regulations or guidelines, issued, administered or
\nenforced by any governmental agency applicable to the Company and its
\nsubsidiaries (collectively, the “Money Laundering Laws”), and no action, suit or
\nproceeding by or before any court or governmental agency, authority or body or
\nany arbitrator involving the Company or any of its subsidiaries with respect to
\nthe Money Laundering Laws is pending or, to the knowledge of the Company,
\nthreatened.<\/p>\n<\/p>\n

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

2. Purchase, Sale and Delivery of the Firm Shares.<\/u><\/p>\n<\/p>\n

(a) On the basis of the representations, warranties and covenants herein
\ncontained, and subject to the conditions herein set forth, the Company agrees to
\nissue and sell to the Underwriters and each Underwriter agrees, severally and
\nnot jointly, to purchase, the respective number of Firm Shares set forth
\nopposite such Underwriter153s name in Schedule I hereto at a price equal to $48.50
\nper share, subject to adjustments in accordance with Section 10 hereof.<\/p>\n<\/p>\n

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

12<\/p>\n

\n

\n

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

(c) In addition, on the basis of the representations and warranties herein
\ncontained and subject to the terms and conditions herein set forth, the Company
\nhereby grants an option to the several Underwriters to purchase the Option
\nShares at the price per share as set forth in the first paragraph of this
\nSection 2. The option granted hereby may be exercised in whole or in part by
\ngiving written notice (i) at any time before the Closing Date and (ii) at any
\ntime, from time to time (but no more than twice without the Company153s consent)
\nthereafter within 30 days after the date of this Agreement, by you, as
\nRepresentatives of the several Underwriters, to the Company setting forth the
\nnumber of Option Shares as to which the several Underwriters are exercising the
\noption and the time and date at which such Option Shares are to be delivered.
\nThe time and date at which Option Shares are to be delivered shall be determined
\nby the Representatives but shall not be earlier than three nor later than 10
\nfull business days after the exercise of such option, nor in any event prior to
\nthe Closing Date (each such time and date being herein referred to as an “Option
\nClosing Date”). If the date of exercise of the option is three or more days
\nbefore the Closing Date, the notice of exercise shall set the Closing Date as
\nthe Option Closing Date. The number of Option Shares to be purchased by each
\nUnderwriter shall be in the same proportion to the total number of Option Shares
\nbeing purchased as the number of Firm Shares being purchased by such Underwriter
\nbears to the total number of Firm Shares, adjusted by you in such manner as to
\navoid fractional shares. The option with respect to the Option Shares granted
\nhereunder may be exercised in connection with the sale of the Firm Shares by the
\nUnderwriters. You, as Representatives of the several Underwriters, may cancel
\nsuch option at any time prior to its expiration by giving written notice of such
\ncancellation to the Company. To the extent that the option is exercised, payment
\nfor the Option Shares shall be made on each Option Closing Date in Federal (same
\nday) funds through the facilities of The Depository Trust Company in New York,
\nNew York drawn to the order of the Company.<\/p>\n<\/p>\n

3. Offering by the Underwriters.<\/u><\/p>\n<\/p>\n

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

Any action by the Underwriters hereunder may be taken by the Representatives
\non behalf of the Underwriters, and any such action taken by the Representatives
\nshall be binding upon the Underwriters.<\/p>\n<\/p>\n

4. Covenants of the Company.<\/u><\/p>\n<\/p>\n

The Company covenants and agrees with the several Underwriters that:<\/p>\n<\/p>\n

13<\/p>\n

\n

\n

(a) The Company will (i) prepare and timely file with the Commission under
\nRule 424(b) (without reliance on Rule 424(b)(8)) under the Act the Prospectus in
\na form approved by the Representatives containing information previously omitted
\nat the time of effectiveness of the Registration Statement in reliance on Rule
\n430A, 430B or 430C under the Act, (ii) during the Prospectus Delivery Period (as
\ndefined below), not file any amendment to the Registration Statement or
\ndistribute an amendment or supplement to the General Disclosure Package or the
\nProspectus or any document incorporated by reference therein of which the
\nRepresentatives shall not previously have been advised and furnished with a copy
\nor to which the Representatives shall have reasonably objected in writing or
\nwhich is not in compliance with the Rules and Regulations and (iii) file on a
\ntimely basis all reports and any definitive proxy or information statements
\nrequired to be filed by the Company with the Commission subsequent to the date
\nof the Prospectus and during the Prospectus Delivery Period.<\/p>\n<\/p>\n

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

(c) The Company will advise the Representatives promptly (i) when any
\npost-effective amendment to the Registration Statement or new registration
\nstatement relating to the Shares shall have become effective, or any supplement
\nto the Prospectus shall have been filed, (ii) of the receipt of any comments
\nfrom the Commission relating to the Registration Statement or the Prospectus,
\n(iii) of any request of the Commission for amendment of the Registration
\nStatement or the filing of a new registration statement relating to the Shares
\nor any amendment or supplement to the General Disclosure Package or the
\nProspectus or for any additional information relating to the Shares, and (iv) of
\nthe issuance by the Commission of any stop order suspending the effectiveness of
\nthe Registration Statement or such new registration statement or any order
\npreventing or suspending the use of any Preliminary Prospectus, any Issuer Free
\nWriting Prospectus or the Prospectus, or of the institution of any proceedings
\nfor that purpose or pursuant to Section 8A of the Act. The Company will use its
\nbest efforts to prevent the issuance of any such order and to obtain as soon as
\npossible the lifting thereof, if issued.<\/p>\n<\/p>\n

(d) If at any time during the Prospectus Delivery Period the Company receives
\nfrom the Commission a notice pursuant to Rule 401(g)(2) under the Act or
\notherwise ceases to be eligible to use the automatic shelf registration
\nstatement form, the Company will (i) promptly notify the Representatives, (ii)
\npromptly file a new registration statement or post-effective<\/p>\n<\/p>\n

14<\/p>\n

\n

\n

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

(e) The Company agrees to pay the required filing fees to the Commission
\nrelating to the Shares within the time required by Rule 456(b)(1) under the Act
\nwithout regard to the proviso therein and otherwise in accordance with Rules
\n456(b) and 457(r) under the Act (including, if applicable, by updating the
\n“Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii),
\neither in a post-effective amendment to the Registration Statement or on the
\ncover page of a prospectus filed pursuant to Rule 424(b) under the Act).<\/p>\n<\/p>\n

(f) The Company will promptly from time to time take such action as the
\nRepresentatives may reasonably request to qualify the Shares for offering and
\nsale under the securities laws of such jurisdictions as the Representatives may
\nreasonably request and to comply with such laws so as to permit the continuance
\nof sales and dealings therein in such jurisdictions for as long as may be
\nnecessary to complete the offering and resale of the Shares, provided that in
\nconnection therewith the Company shall not be required (i) to qualify as a
\nforeign corporation, (ii) to file a general consent to service of process in any
\njurisdiction or (iii) to take any action that would subject itself to taxation
\nin any jurisdiction if it is not otherwise so subject.<\/p>\n<\/p>\n

(g) The Company will deliver to, or upon the order of, the Representatives,
\nfrom time to time, as many copies of any Preliminary Prospectus as the
\nRepresentatives may reasonably request. The Company will deliver to, or upon the
\norder of, the Representatives, from time to time, as many copies of any Issuer
\nFree Writing Prospectus as the Representatives may reasonably request. The
\nCompany will deliver to, or upon the order of, the Representatives during the
\nperiod when delivery of a Prospectus (or, in lieu thereof, the notice referred
\nto under Rule 173(a) under the Act) is required under the Act (the “Prospectus
\nDelivery Period”), as many copies of the Prospectus in final form, or as
\nthereafter amended or supplemented, as the Representatives may reasonably
\nrequest. The Company will deliver to the Representatives at or before the
\nClosing Date, such number of copies of the Registration Statement (including
\nsuch number of copies of the exhibits filed therewith that may reasonably be
\nrequested), including documents incorporated by reference therein, and of all
\namendments thereto, as the Representatives may reasonably request.<\/p>\n<\/p>\n

(h) The Company will comply with the Act and the Rules and Regulations, and
\nthe Exchange Act, and the rules and regulations of the Commission thereunder, so
\nas to permit the completion of the distribution of the Preferred Shares as
\ncontemplated in this Agreement and the Prospectus. If during the Prospectus
\nDelivery Period, any event shall occur as a result of<\/p>\n<\/p>\n

15<\/p>\n

\n

\n

which, in the judgment of the Company or in the reasonable opinion of the
\nUnderwriters, it becomes necessary to amend or supplement the Prospectus in
\norder to make the statements therein, in the light of the circumstances existing
\nat the time the Prospectus is delivered to a purchaser, not misleading, or, if
\nit is necessary at any time to amend or supplement the Prospectus to comply with
\nany law, the Company promptly will either (i) prepare and file with the
\nCommission an appropriate amendment to the Registration Statement or supplement
\nto the Prospectus or (ii) prepare and file with the Commission an appropriate
\nfiling under the Exchange Act which shall be incorporated by reference in the
\nProspectus so that the Prospectus as so amended or supplemented will not, in the
\nlight of the circumstances when it is so delivered, be misleading, or so that
\nthe Prospectus will comply with the law.<\/p>\n<\/p>\n

(i) If the General Disclosure Package is being used to solicit offers to buy
\nthe Preferred Shares at a time when the Prospectus is not yet available to
\nprospective purchasers and any event shall occur as a result of which, in the
\njudgment of the Company or in the reasonable opinion of the Underwriters, it
\nbecomes necessary to amend or supplement the General Disclosure Package in order
\nto make the statements therein, in the light of the circumstances, not
\nmisleading, or to make the statements therein not conflict with the information
\ncontained in the Registration Statement then on file, or if it is necessary at
\nany time to amend or supplement the General Disclosure Package to comply with
\nany law, the Company promptly will either (i) prepare, file with the Commission
\n(if required) and furnish to the Underwriters and any dealers an appropriate
\namendment or supplement to the General Disclosure Package or (ii) prepare and
\nfile with the Commission an appropriate filing under the Exchange Act which
\nshall be incorporated by reference in the General Disclosure Package so that the
\nGeneral Disclosure Package as so amended or supplemented will not, in the light
\nof the circumstances, be misleading or conflict with the Registration Statement
\nthen on file, or so that the General Disclosure Package will comply with law.\n<\/p>\n<\/p>\n

(j) The Company will make generally available to its security holders, as
\nsoon as it is practicable to do so, but in any event not later than 16 months
\nafter the effective date of the Registration Statement, an earnings statement
\n(which need not be audited) in reasonable detail, covering a period of at least
\n12 consecutive months beginning after the effective date of the Registration
\nStatement, which earnings statement shall satisfy the requirements of Section
\n11(a) of the Act and Rule 158 under the Act.<\/p>\n<\/p>\n

(k) No offering, sale, short sale or other disposition of any shares of
\nPreferred Stock or Common Stock or other securities convertible into or
\nexchangeable or exercisable for shares of Preferred Stock or Common Stock (other
\nthan any Underlying Common Shares issued upon the conversion of the Preferred
\nShares) or a derivative of Preferred Stock or Common Stock (or agreement for
\nsuch) will be made for a period of 90 days after the date of the Prospectus,
\ndirectly or indirectly, by the Company otherwise than hereunder or with the
\nprior written consent of the Representatives; provided, however, that the
\nCompany may file a registration statement on Form S-8 and may issue shares of
\nits Common Stock and options to purchase shares of its Common Stock (including,
\nbut not limited to, “reload” options) pursuant to any stock option, stock bonus,
\nemployment agreement, employee benefit plan or other stock plan or arrangement,
\nin each case in effect as of the date of this Agreement.<\/p>\n<\/p>\n

16<\/p>\n

\n

\n

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

(m) The Company shall apply the net proceeds of its sale of the Preferred
\nShares as set forth in the Registration Statement, the General Disclosure
\nPackage and the Prospectus.<\/p>\n<\/p>\n

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

(o) The Company will not take, directly or indirectly, any action designed to
\nor that could reasonably be expected to cause or result in any stabilization or
\nmanipulation of the price of the Shares.<\/p>\n<\/p>\n

(p) The Company will reserve and keep available at all times, free of
\npreemptive rights, such number of Underlying Common Shares as is necessary to
\nenable the Company to satisfy any obligations to issue Underlying Common Shares
\nissuable upon conversion of the Preferred Shares in accordance with the
\nCompany153s Amended Articles of Incorporation and the Certificate of Amendment.\n<\/p>\n<\/p>\n

(q) Between the date hereof and the Closing Date, the Company will not do or
\nauthorize any act or thing that would result in an adjustment of the conversion
\nprice of the Preferred Shares.<\/p>\n<\/p>\n

(r) The Company will use reasonable best efforts to cause the Shares to be
\nduly listed on the New York Stock Exchange as promptly as practicable.<\/p>\n<\/p>\n

5. Covenant of the Underwriters.<\/u> Each Underwriter hereby represents
\nand agrees that:<\/p>\n<\/p>\n

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

6. Costs and Expenses.<\/u><\/p>\n<\/p>\n

The Company will pay all costs, expenses and fees incident to the performance
\nof the obligations of the Company under this Agreement, including, without
\nlimiting the generality of<\/p>\n<\/p>\n

17<\/p>\n

\n

\n

the foregoing, the following: accounting fees of the Company; the fees and
\ndisbursements of counsel for the Company; any roadshow expenses incurred by the
\nCompany for airfare, hotel and other travel expenses; the cost of printing and
\ndelivering to, or as requested by, the Underwriters copies of the Registration
\nStatement, Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the
\nProspectus, this Agreement, the supplemental listing application with respect to
\nthe Shares on the New York Stock Exchange, the Blue Sky Survey and any
\nsupplements or amendments thereto; the filing fees of the Commission; the filing
\nfees and expenses (including legal fees and disbursements) incident to securing
\nany required review by the FINRA of the terms of the sale of the Preferred
\nShares; the fees and expenses of any transfer agent or registrar for the Common
\nStock and Preferred Stock; the fees and expenses incurred in connection with the
\nlisting of the Shares on the New York Stock Exchange; and the expenses,
\nincluding the fees and disbursements of counsel for the Underwriters, incurred
\nin connection with the qualification of the Shares under State securities or
\nBlue Sky laws. The Company shall not, however, be required to pay for any of the
\nUnderwriter153s expenses (other than those related to qualification under FINRA
\nregulations and State securities or Blue Sky laws) except that, if this
\nAgreement shall not be consummated because the conditions in Section 7 hereof
\nare not satisfied, or because this Agreement is terminated by the
\nRepresentatives pursuant to Section 12 hereof, or by reason of any failure,
\nrefusal or inability on the part of the Company to perform any undertaking or
\nsatisfy any condition of this Agreement or to comply with any of the terms
\nhereof on its part to be performed, unless such failure, refusal or inability is
\ndue primarily to the default or omission of any Underwriter, the Company shall
\nreimburse the several Underwriters for reasonable out-of-pocket expenses,
\nincluding fees and disbursements of counsel, reasonably incurred in connection
\nwith investigating, marketing and proposing to market the Preferred Shares or in
\ncontemplation of performing their obligations hereunder; but the Company shall
\nnot in any event be liable to any of the several Underwriters for damages on
\naccount of loss of anticipated profits from the sale by them of the Preferred
\nShares.<\/p>\n<\/p>\n

7. Conditions of Obligations of the Underwriters.<\/u><\/p>\n<\/p>\n

The several obligations of the Underwriters to purchase the Firm Shares on
\nthe Closing Date and the Option Shares, if any, on each Option Closing Date are
\nsubject to the accuracy, as of the date hereof and the Closing Date or each such
\nOption Closing Date, as the case may be, of the representations and warranties
\nof the Company contained herein, and to the performance by the Company of its
\ncovenants and obligations hereunder and to the following additional conditions:\n<\/p>\n<\/p>\n

(a) The Registration Statement and all post-effective amendments thereto
\nshall have become effective and the Prospectus and each Issuer Free Writing
\nProspectus shall have been filed as required by Rules 424, 430A, 430B, 430C or
\n433 under the Act, as applicable, within the time period prescribed by, and in
\ncompliance with, the Rules and Regulations, and any request of the Commission
\nfor additional information (to be included or incorporated by reference in the
\nRegistration Statement or otherwise) shall have been disclosed to the
\nRepresentatives and complied with to the Representatives153 reasonable
\nsatisfaction. No stop order suspending the effectiveness of the Registration
\nStatement, as amended from time to time, shall have been issued and no
\nproceedings for that purpose or pursuant to Section 8A under the Act shall have
\nbeen taken or, to the knowledge of the Company, shall be contemplated or
\nthreatened<\/p>\n<\/p>\n

18<\/p>\n

\n

\n

by the Commission and no injunction, restraining order or order of any nature
\nby a Federal or state court of competent jurisdiction shall have been issued as
\nof the Closing Date or any Option Closing Date, as the case may be, which would
\nprevent the issuance of the Shares.<\/p>\n<\/p>\n

(b) The Representatives shall have received on the Closing Date and, if
\napplicable, each Option Closing Date, the opinions of Covington & Burling
\nLLP, counsel for the Company, and David L. Bialosky, Esq., Senior Vice
\nPresident, General Counsel and Secretary of the Company, dated the Closing Date
\nor each such Option Closing Date, as the case may be, addressed to the
\nUnderwriters, in each case, in form and substance satisfactory to you,
\nsubstantially in the forms set forth in Annex I and Annex II hereto,
\nrespectively.<\/p>\n<\/p>\n

(c) The Representatives shall have received from Cravath, Swaine & Moore
\nLLP, counsel for the Underwriters, an opinion or opinions dated the Closing Date
\nand, if applicable, each Option Closing Date, with respect to such matters as
\nthe Representatives may reasonably request.<\/p>\n<\/p>\n

(d) You shall have received, on each of the date hereof, the Closing Date
\nand, if applicable, each Option Closing Date, a letter dated the date hereof,
\nthe Closing Date or each such Option Closing Date, as the case may be, in form
\nand substance satisfactory to you, of PricewaterhouseCoopers LLP confirming that
\nthey are an independent registered public accounting firm with respect to the
\nCompany and the subsidiaries within the meaning of the Act and the applicable
\nRules and Regulations and the PCAOB and stating that in their opinion the
\nfinancial statements and schedules examined by them and included or incorporated
\nby reference in the Registration Statement, the General Disclosure Package and
\nthe Prospectus comply in form in all material respects with the applicable
\naccounting requirements of the Act and the related Rules and Regulations; and
\ncontaining such other statements and information as is ordinarily included in
\naccountants153 “comfort letters” to Underwriters with respect to the financial
\nstatements and certain financial and statistical information contained in the
\nRegistration Statement, the General Disclosure Package and the Prospectus.<\/p>\n<\/p>\n

(e) The Representatives shall have received on the Closing Date and, if
\napplicable, each Option Closing Date, a certificate or certificates of an
\nexecutive officer of the Company with specific knowledge of the Company153s
\nfinancial affairs to the effect that, as of the Closing Date or such Option
\nClosing Date, as the case may be, such executive officer represents as follows:\n<\/p>\n<\/p>\n

(i) the Registration Statement has become effective under the Act and no stop
\norder suspending the effectiveness of the Registration Statement and no order
\npreventing or suspending the use of any Preliminary Prospectus, any Issuer Free
\nWriting Prospectus or the Prospectus has been issued, and no proceedings for
\nsuch purpose or pursuant to Section 8A of the Act have been taken or are, to his
\nor her knowledge, contemplated or threatened by the Commission;<\/p>\n<\/p>\n

(ii) the representations and warranties of the Company contained in Section 1
\nhereof are true and correct as of the Closing Date or such Option Closing Date,
\nas the case may be;<\/p>\n<\/p>\n

19<\/p>\n

\n

\n

(iii) since the Applicable Time (A) there has not been any downgrading in the
\nrating accorded the Company153s debt securities by Moody153s Investors Service, Inc.
\n(“Moody153s”) or Standard & Poor153s Ratings Group (“S&P”), and (B) neither
\nMoody153s nor S&P has publicly announced that it has under surveillance or
\nreview, with possible negative implications, its rating of any of the Company153s
\ndebt securities; and<\/p>\n<\/p>\n

(iv) since the date as of which information is given in the Registration
\nStatement, the General Disclosure Package and the Prospectus, there has not been
\nany change in the capital stock (other than issuances pursuant to equity
\nincentive plans) or increase in long-term debt of the Company or any of its
\nsubsidiaries that is material to the Company and its subsidiaries taken as a
\nwhole, or any material adverse change, or any development that would reasonably
\nbe expected to result in a material adverse change, in or affecting the
\nbusiness, properties, financial position or results of operations of the Company
\nand its subsidiaries, taken as a whole, except as set forth or contemplated in
\nthe Registration Statement, the General Disclosure Package and the Prospectus.\n<\/p>\n<\/p>\n

(f) The Company shall have furnished to the Representatives such further
\ncertificates and documents confirming the representations and warranties,
\ncovenants and conditions contained herein and related matters as the
\nRepresentatives may reasonably have requested.<\/p>\n<\/p>\n

(g) The Lockup Agreements described in Section 4(l) are in full force and
\neffect.<\/p>\n<\/p>\n

If any of the conditions hereinabove provided for in this Section 7 shall not
\nhave been fulfilled when and as required by this Agreement to be fulfilled, the
\nobligations of the Underwriters hereunder may be terminated by the
\nRepresentatives by notifying the Company of such termination in writing at or
\nprior to the Closing Date or any Option Closing Date, as the case may be.<\/p>\n<\/p>\n

In such event, the Company and the Underwriters shall not be under any
\nobligation to each other (except to the extent provided in Sections 6 and 9
\nhereof).<\/p>\n<\/p>\n

8. Conditions of the Obligations of the Company.<\/u><\/p>\n<\/p>\n

The obligations of the Company to sell and deliver the Preferred Shares
\nrequired to be delivered as and when specified in this Agreement are subject to
\nthe conditions that at the Closing Date or the Option Closing Date, as the case
\nmay be, no stop order suspending the effectiveness of the Registration Statement
\nshall have been issued and be in effect or proceedings therefor initiated or
\nthreatened.<\/p>\n<\/p>\n

9. Indemnification.<\/u><\/p>\n<\/p>\n

(a) The Company agrees:<\/p>\n<\/p>\n

(1) to indemnify and hold harmless each Underwriter, the directors and
\nofficers of each Underwriter, each affiliate of any Underwriter and each person,
\nif any, who controls<\/p>\n<\/p>\n

20<\/p>\n

\n

\n

any Underwriter within the meaning of either Section 15 of the Act or Section
\n20 of the Exchange Act, against any losses, claims, damages or liabilities to
\nwhich such Underwriter, such affiliate or any such controlling person may become
\nsubject under the Act or otherwise, insofar as such losses, claims, damages or
\nliabilities (or actions or proceedings in respect thereof) arise out of or are
\nbased upon (i) any untrue statement or alleged untrue statement of any material
\nfact contained in the Registration Statement, any Preliminary Prospectus, any
\nIssuer Free Writing Prospectus, the Prospectus or any amendment or supplement
\nthereto, (ii) with respect to the Registration Statement or any amendment or
\nsupplement thereto, the omission or alleged omission to state therein a material
\nfact required to be stated therein or necessary to make the statements therein
\nnot misleading or (iii) with respect to any Preliminary Prospectus, any Issuer
\nFree Writing Prospectus, the Prospectus or any amendment or supplement thereto,
\nthe omission or alleged omission to state therein a material fact necessary to
\nmake the statements therein not misleading in the light of the circumstances
\nunder which they were made; provided, however, that the Company will not be
\nliable in any such case to the extent that any such loss, claim, damage or
\nliability arises out of or is based upon an untrue statement or alleged untrue
\nstatement, or omission or alleged omission made in the Registration Statement,
\nany Preliminary Prospectus, any Issuer Free Writing Prospectus, the Prospectus,
\nor such amendment or supplement, in reliance upon and in conformity with written
\ninformation furnished to the Company by or through the Representatives
\nspecifically for use therein, it being understood and agreed that the only such
\ninformation furnished by any Underwriter consists of the information described
\nas such in Section 14 herein; and<\/p>\n<\/p>\n

(2) to reimburse each Underwriter, each Underwriter153s directors and officers,
\neach affiliate of any Underwriter and each such controlling person upon demand
\nfor any legal or other out-of-pocket expenses reasonably incurred by such
\nUnderwriter, such affiliate or such controlling person in connection with
\ninvestigating or defending any such loss, claim, damage, liability, action or
\nproceeding or in responding to a subpoena or governmental inquiry related to the
\noffering of the Preferred Shares, whether or not such Underwriter or controlling
\nperson is a party to any action or proceeding. In the event that it is finally
\njudicially determined that the Underwriters were not entitled to receive
\npayments for legal and other expenses pursuant to this subparagraph, the
\nUnderwriters will promptly return all sums that had been advanced pursuant
\nhereto. This indemnity agreement in this Section 9(a) will be in addition to any
\nliability which the Company may otherwise have.<\/p>\n<\/p>\n

(b) Each Underwriter severally and not jointly will indemnify and hold
\nharmless the Company, each of its directors, each of its officers who have
\nsigned the Registration Statement, and each person, if any, who controls the
\nCompany within the meaning of Section 15 of the Act or Section 20 of the
\nExchange Act, against any losses, claims, damages or liabilities to which the
\nCompany or any such director, officer or controlling person may become subject
\nunder the Act or otherwise, insofar as such losses, claims, damages or
\nliabilities (or actions or proceedings in respect thereof) arise out of or are
\nbased upon (i) any untrue statement or alleged untrue statement of any material
\nfact contained in the Registration Statement, any Preliminary<\/p>\n<\/p>\n

21<\/p>\n

\n

\n

Prospectus, any Issuer Free Writing Prospectus, the Prospectus or any
\namendment or supplement thereto, (ii) with respect to the Registration Statement
\nor any amendment or supplement thereto, the omission or alleged omission to
\nstate therein a material fact required to be stated therein or necessary to make
\nthe statements therein not misleading or (iii) with respect to any Preliminary
\nProspectus, any Issuer Free Writing Prospectus, the Prospectus or any amendment
\nor supplement thereto, the omission or alleged omission to state therein a
\nmaterial fact necessary to make the statements therein not misleading in the
\nlight of the circumstances under which they were made; and will reimburse any
\nlegal or other expenses reasonably incurred by the Company or any such director,
\nofficer or controlling person in connection with investigating or defending any
\nsuch loss, claim, damage, liability, action or proceeding; provided, however,
\nthat each Underwriter will be liable in each case to the extent, but only to the
\nextent, that such untrue statement or alleged untrue statement or omission or
\nalleged omission has been made in the Registration Statement, any Preliminary
\nProspectus, any Issuer Free Writing Prospectus, the Prospectus or such amendment
\nor supplement, in reliance upon and in conformity with written information
\nrelating to such Underwriter furnished to the Company by or through the
\nRepresentatives specifically for use therein, it being understood and agreed
\nthat the only such information furnished by any Underwriter consists of the
\ninformation described as such in Section 14 herein. This indemnity agreement
\nwill be in addition to any liability which such Underwriter may otherwise have.\n<\/p>\n<\/p>\n

(c) In case any proceeding (including any governmental investigation) shall
\nbe instituted involving any person in respect of which indemnity may be sought
\npursuant to this Section 9, such person (the “indemnified party”) shall promptly
\nnotify the person against whom such indemnity may be sought (the “indemnifying
\nparty”) in writing. No indemnification provided for in Section 9(a) or (b) shall
\nbe available to any party who shall fail to give notice as provided in this
\nSection 9(c) if the party to whom notice was not given was unaware of the
\nproceeding to which such notice would have related and was materially prejudiced
\nby the failure to give such notice, but the failure to give such notice shall
\nnot relieve the indemnifying party or parties from any liability which it or
\nthey may have to the indemnified party for contribution or otherwise than on
\naccount of the provisions of Section 9(a) or (b). In case any such proceeding
\nshall be brought against any indemnified party and it shall notify the
\nindemnifying party of the commencement thereof, the indemnifying party shall be
\nentitled to participate therein and, to the extent that it shall wish, jointly
\nwith any other indemnifying party similarly notified, to assume the defense
\nthereof, with counsel reasonably satisfactory to such indemnified party and
\nshall pay as incurred the fees and disbursements of such counsel related to such
\nproceeding. In any such proceeding, any indemnified party shall have the right
\nto retain its own counsel at its own expense. Notwithstanding the foregoing, the
\nindemnifying party shall pay as incurred (or within 30 days of presentation) the
\nfees and expenses of the counsel retained by the indemnified party, reasonably
\nincurred, in the event (i) the indemnifying party and the indemnified party
\nshall have mutually agreed to the retention of such counsel, (ii) the named
\nparties to any such proceeding (including any impleaded parties) include both
\nthe indemnifying party and the indemnified party and representation of both
\nparties by the same counsel would be inappropriate due to actual or potential
\ndiffering interests between them or (iii) the indemnifying party shall have
\nfailed to assume the defense and employ counsel acceptable to the indemnified
\nparty within a reasonable period of time after notice of commencement of the
\naction. Such firm shall be designated in<\/p>\n<\/p>\n

22<\/p>\n

\n

\n

writing by you in the case of parties indemnified pursuant to Section 9(a)
\nand by the Company in the case of parties indemnified pursuant to Section 9(b).
\nThe indemnifying party shall not be liable for any settlement of any proceeding
\neffected without its written consent but if settled with such consent or if
\nthere be a final judgment for the plaintiff, the indemnifying party agrees to
\nindemnify the indemnified party from and against any loss or liability by reason
\nof such settlement or judgment. In addition, the indemnifying party will not,
\nwithout the prior written consent of the indemnified party, settle or compromise
\nor consent to the entry of any judgment in any pending or threatened claim,
\naction or proceeding of which indemnification may be sought hereunder (whether
\nor not any indemnified party is an actual or potential party to such claim,
\naction or proceeding) unless such settlement, compromise or consent (x) includes
\nan unconditional release of each indemnified party from all liability arising
\nout of such claim, action or proceeding and (y) does not include any statement
\nas to or any admission of fault, culpability or a failure to act by or on behalf
\nof any indemnified party.<\/p>\n<\/p>\n

(d) To the extent the indemnification provided for in this Section 9 is
\nunavailable to or insufficient to hold harmless an indemnified party under
\nSection 9(a) or (b) above in respect of any losses, claims, damages or
\nliabilities (or actions or proceedings in respect thereof) referred to therein,
\nthen each indemnifying party shall contribute to the amount paid or payable by
\nsuch indemnified party as a result of such losses, claims, damages or
\nliabilities (or actions or proceedings in respect thereof) in such proportion as
\nis appropriate to reflect the relative benefits received by the Company on the
\none hand and the Underwriters on the other from the offering of the Preferred
\nShares. If, however, the allocation provided by the immediately preceding
\nsentence is not permitted by applicable law then each indemnifying party shall
\ncontribute to such amount paid or payable by such indemnified party in such
\nproportion as is appropriate to reflect not only such relative benefits but also
\nthe relative fault of the Company on the one hand and the Underwriters on the
\nother in connection with the statements or omissions which resulted in such
\nlosses, claims, damages or liabilities (or actions or proceedings in respect
\nthereof), as well as any other relevant equitable considerations. The relative
\nbenefits received by the Company on the one hand and the Underwriters on the
\nother shall be deemed to be in the same proportion as the total net proceeds
\nfrom the offering (before deducting expenses) received by the Company bear to
\nthe total underwriting discounts and commissions received by the Underwriters,
\nin each case as set forth in the table on the cover page of the Prospectus. The
\nrelative fault shall be determined by reference to, among other things, whether
\nthe untrue or alleged untrue statement of a material fact or the omission or
\nalleged omission to state a material fact relates to information supplied by the
\nCompany on the one hand or the Underwriters on the other and the parties153
\nrelative intent, knowledge, access to information and opportunity to correct or
\nprevent such statement or omission.<\/p>\n<\/p>\n

The Company and the Underwriters agree that it would not be just and
\nequitable if contributions pursuant to this Section 9(d) were determined by pro
\nrata allocation (even if the Underwriters were treated as one entity for such
\npurpose) or by any other method of allocation which does not take account of the
\nequitable considerations referred to above in this Section 9(d). The amount paid
\nor payable by an indemnified party as a result of the losses, claims, damages or
\nliabilities (or actions or proceedings in respect thereof) referred to above in
\nthis Section 9(d) shall be deemed to include any legal or other expenses
\nreasonably incurred by<\/p>\n<\/p>\n

23<\/p>\n

\n

\n

such indemnified party in connection with investigating or defending any such
\naction or claim. Notwithstanding the provisions of this subsection (d), (i) no
\nUnderwriter shall be required to contribute any amount in excess of the
\nunderwriting discounts and commissions applicable to the Preferred Shares
\npurchased by such Underwriter and (ii) no person guilty of fraudulent
\nmisrepresentation (within the meaning of Section 11(f) of the Act) shall be
\nentitled to contribution from any person who was not guilty of such fraudulent
\nmisrepresentation. The Underwriters153 obligations in this Section 9(d) to
\ncontribute are several in proportion to their respective underwriting
\nobligations and not joint.<\/p>\n<\/p>\n

(e) In any proceeding relating to the Registration Statement, any Preliminary
\nProspectus, any Issuer Free Writing Prospectus, the Prospectus or any supplement
\nor amendment thereto, each party against whom contribution may be sought under
\nthis Section 9 hereby consents to the jurisdiction of any court having
\njurisdiction over any other contributing party, agrees that process issuing from
\nsuch court may be served upon it by any other contributing party and consents to
\nthe service of such process and agrees that any other contributing party may
\njoin it as an additional defendant in any such proceeding in which such other
\ncontributing party is a party.<\/p>\n<\/p>\n

(f) Any losses, claims, damages, liabilities or expenses for which an
\nindemnified party is entitled to indemnification or contribution under this
\nSection 9 shall be paid by the indemnifying party to the indemnified party as
\nsuch losses, claims, damages, liabilities or expenses are incurred. The
\nindemnity and contribution agreements contained in this Section 9 shall remain
\noperative and in full force and effect, regardless of any termination of this
\nAgreement. A successor to any Underwriter, its directors or officers or any
\nperson controlling any Underwriter, or to the Company, its directors or
\nofficers, or any person controlling the Company, shall be entitled to the
\nbenefits of the indemnity, contribution and reimbursement agreements contained
\nin this Section 9.<\/p>\n<\/p>\n

10. Default by Underwriters.<\/u><\/p>\n<\/p>\n

If on the Closing Date or any Option Closing Date, as the case may be, any
\nUnderwriter shall fail to purchase and pay for the portion of the Preferred
\nShares which such Underwriter has agreed to purchase and pay for on such date
\n(otherwise than by reason of any default on the part of the Company), you, as
\nRepresentatives of the Underwriters, shall use your reasonable efforts to
\nprocure within 36 hours thereafter one or more of the other Underwriters, or any
\nothers, to purchase from the Company such amounts as may be agreed upon and upon
\nthe terms set forth herein, the Preferred Shares which the defaulting
\nUnderwriter or Underwriters failed to purchase. If during such 36 hours you, as
\nsuch Representatives, shall not have procured such other Underwriters, or any
\nothers, to purchase the Preferred Shares agreed to be purchased by the
\ndefaulting Underwriter or Underwriters, then the Company shall be entitled to a
\nfurther period of 36 hours within which to procure another party or parties
\nsatisfactory to you to purchase such Preferred Shares on such terms. If, after
\ngiving effect to any arrangements for the purchase of Preferred Shares by a
\ndefaulting Underwriter by you and the Company provided above, the aggregate
\nnumber of Preferred Shares with respect to which such default shall occur does
\nnot exceed 10% of the Preferred Shares to be purchased on the Closing Date or
\nany such Option Closing date, as the case may be, the other Underwriters shall
\nbe obligated, severally, in<\/p>\n<\/p>\n

24<\/p>\n

\n

\n

proportion to the respective numbers of Preferred Shares which they are
\nobligated to purchase hereunder, to purchase the Preferred Shares which such
\ndefaulting Underwriter or Underwriters failed to purchase. If, after giving
\neffect to any arrangements for the purchase of the Preferred Shares by a
\ndefaulting Underwriter by you and the Company provided above, the aggregate
\nnumber of Preferred Shares with respect to which such default shall occur
\nexceeds 10% of the Preferred Shares to be purchased on the Closing Date or any
\nsuch Option Closing Date, as the case may be, the Company or you as the
\nRepresentatives of the Underwriters will have the right, by written notice given
\nwithin the next 36-hour period to the parties to this Agreement, to terminate
\nthis Agreement without liability on the part of the non-defaulting Underwriters
\nor of the Company except to the extent provided in Sections 6 and 9 hereof. In
\nthe event of a default by any Underwriter or Underwriters, as set forth in this
\nSection 10, the Representatives or the Company shall have the right to postpone
\nthe Closing Date or any such Option Closing Date, as the case may be, for a
\nperiod not exceeding seven days in order that the required changes in the
\nRegistration Statement, the General Disclosure Package or the Prospectus or in
\nany other documents or arrangements may be effected. The term “Underwriter”
\nincludes any person substituted for a defaulting Underwriter. Any action taken
\nunder this Section 10 shall not relieve any defaulting Underwriter from
\nliability in respect of any default of such Underwriter under this Agreement.\n<\/p>\n<\/p>\n

11. Notices.<\/u><\/p>\n<\/p>\n

All communications hereunder shall be in writing and, except as otherwise
\nprovided herein, will be mailed, delivered, telecopied or telegraphed and
\nconfirmed as follows: if to the Underwriters, to Goldman, Sachs & Co., 200
\nWest Street New York, New York 10282; Attention: Registration Department and
\nJ.P. Morgan Securities LLC, 383 Madison Avenue, New York, New York 10179;
\nAttention: Equity Syndicate Desk; if to the Company, to the address of the
\nCompany set forth in the Prospectus, Attention: Secretary.<\/p>\n<\/p>\n

12. Termination.<\/u><\/p>\n<\/p>\n

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

25<\/p>\n

\n

\n

or crisis (including, without limitation, an act of terrorism) or change in
\neconomic or political conditions if the effect of such outbreak, escalation,
\ndeclaration, emergency, calamity, crisis or change on the financial markets of
\nthe United States would, in your judgment, materially impair the investment
\nquality of the Preferred Shares, (iii) since the Applicable Time there has been
\na suspension of trading in securities generally on the New York Stock Exchange,
\nthe American Stock Exchange or the Nasdaq National Market or limitation on
\nprices (other than limitations on hours or numbers of days of trading) for
\nsecurities on any such Exchange, (iv) since the Applicable Time there has been a
\ndeclaration of a banking moratorium by United States or New York State
\nauthorities, (v) since the Applicable Time (A) there has been any downgrading in
\nthe rating accorded the Company153s debt securities by Moody153s or S&P, or (B)
\neither Moody153s or S&P, or both, have publicly announced that they have under
\nsurveillance or review, with possible negative implications, their rating of any
\nof the Company153s debt securities or (vi) since the Applicable Time there has
\nbeen the suspension of trading of any securities issued or guaranteed by the
\nCompany by the New York Stock Exchange, the Commission, or any other
\ngovernmental or regulatory authority; or<\/p>\n<\/p>\n

(b) as provided in Sections 7 and 10 of this Agreement.<\/p>\n<\/p>\n

13. Successors.<\/u><\/p>\n<\/p>\n

This Agreement has been and is made solely for the benefit of the
\nUnderwriters and the Company and their respective successors, executors,
\nadministrators, heirs and assigns, and the officers, directors and controlling
\npersons referred to herein, and no other person will have any right or
\nobligation hereunder. No purchaser of any of the Preferred Shares from any
\nUnderwriter shall be deemed a successor or assign merely because of such
\npurchase.<\/p>\n<\/p>\n

14. Information Provided by Underwriters. <\/u><\/p>\n<\/p>\n

The Company and the Underwriters acknowledge and agree that the only
\ninformation furnished or to be furnished by any Underwriter to the Company for
\ninclusion in the Registration Statement, any Preliminary Prospectus, any Issuer
\nFree Writing Prospectus or the Prospectus consists of the information set forth
\nin the fifth and eighth paragraphs in their entirety and the fifth and sixth
\nsentences of the thirteenth paragraph under the caption “Underwriting” in the
\nProspectus.<\/p>\n<\/p>\n

15. Miscellaneous.<\/u><\/p>\n<\/p>\n

(a) The reimbursement, indemnification and contribution agreements contained
\nin this Agreement and the representations, warranties and covenants in this
\nAgreement shall remain in full force and effect regardless of (i) any
\ninvestigation made by or on behalf of any Underwriter or controlling person
\nthereof, or by or on behalf of the Company or its directors or officers and (ii)
\ndelivery of and payment for the Preferred Shares under this Agreement.<\/p>\n<\/p>\n

(b) The Company acknowledges and agrees that the Underwriters are acting
\nsolely in the capacity of an arm153s length contractual counterparty to the
\nCompany with respect to the offering of the Preferred Shares contemplated hereby
\n(including in connection with<\/p>\n<\/p>\n

26<\/p>\n

\n

\n

determining the terms of the offering) and not as a financial advisor or a
\nfiduciary to, or an agent of, the Company or any other person. Additionally,
\nneither the Representatives nor any other Underwriter is advising the Company or
\nany other person as to any legal, tax, investment, accounting or regulatory
\nmatters in any jurisdiction. The Company shall consult with its own advisors
\nconcerning such matters and shall be responsible for making its own independent
\ninvestigation and appraisal of the transactions contemplated hereby, and the
\nUnderwriters shall have no responsibility or liability to the Company with
\nrespect to the matters covered by this paragraph. Any review by the Underwriters
\nof the Company, the transactions contemplated hereby or other matters relating
\nto such transactions will be performed solely for the benefit of the
\nUnderwriters and shall not be on behalf of the Company.<\/p>\n<\/p>\n

(c) This Agreement may be executed in two or more counterparts, each of which
\nshall be deemed an original, but all of which together shall constitute one and
\nthe same instrument.<\/p>\n<\/p>\n

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

(e) The Underwriters, on the one hand, and the Company (on its own behalf
\nand, to the extent permitted by law, on behalf of its stockholders), on the
\nother hand, waive any right to trial by jury in any action, claim, suit or
\nproceeding with respect to your engagement as underwriter or your role in
\nconnection herewith.<\/p>\n<\/p>\n

(f) No amendment or waiver of any provision of this Agreement, nor any
\nconsent or approval to any departure therefrom, shall in any event be effective
\nunless the same shall be in writing and signed by the parties hereto.<\/p>\n<\/p>\n

27<\/p>\n

\n

\n

If the foregoing letter is in accordance with your understanding of our
\nagreement, please sign and return to us the enclosed duplicates hereof,
\nwhereupon it will become a binding agreement among the Company and the several
\nUnderwriters in accordance with its terms.<\/p>\n<\/p>\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

Very truly yours,<\/p>\n

THE GOODYEAR TIRE & RUBBER COMPANY<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

By<\/p>\n<\/td>\n

\n

\/s\/ Scott A. Honnold<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Scott A. Honnold<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Vice President and Treasurer<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

[Signature page to Underwriting Agreement]<\/em><\/p>\n

\n

\n

size=2 width=”100%” noshade style=’color:#A0A0A0′ align=center><\/p>\n

The foregoing Underwriting Agreement
\nis hereby confirmed and accepted as
\nof the date first above written.<\/p>\n

GOLDMAN, SACHS & CO.<\/p>\n

For itself and as Representative of the several
\nUnderwriters listed on Schedule I<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

By<\/p>\n<\/td>\n

\n

\/s\/ Goldman, Sachs & Co.<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(Goldman, Sachs & Co.)<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n

J.P. MORGAN SECURITIES LLC<\/p>\n

For itself and as Representative of the several
\nUnderwriters listed on Schedule I<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By<\/p>\n<\/td>\n

\n

\/s\/ J.P. Morgan Securities LLC<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(J.P. Morgan Securities LLC)<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

[Signature page to Underwriting Agreement]<\/em><\/p>\n

\n

size=2 width=”100%” noshade style=’color:#A0A0A0′ align=center><\/p>\n

SCHEDULE I<\/strong><\/p>\n

Schedule of Underwriters<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Number of Firm<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Underwriter<\/p>\n<\/td>\n

<\/td>\n\n

Shares to be Purchased<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Goldman, Sachs & Co.<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

2,610,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

J.P. Morgan Securities LLC<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

1,740,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Citigroup Global Markets Inc.<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

1,740,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Credit Agricole Securities (USA) Inc.<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

1,740,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

BNP Paribas Securities Corp.<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

290,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

HSBC Securities (USA) Inc.<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

290,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Natixis Bleichroeder LLC<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

290,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Total<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

8,700,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
\n

size=2 width=”100%” noshade style=’color:#A0A0A0′ align=center><\/p>\n

SCHEDULE II<\/strong><\/p>\n

Filed Pursuant to Rule 433
\nRelating to the
\nPreliminary Prospectus Supplement dated March 28, 2011
\nRegistration No. 333-173118<\/p>\n

March 28, 2011<\/p>\n

Pricing Term Sheet<\/u><\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Issuer:<\/p>\n<\/td>\n

<\/td>\n\n

The Goodyear Tire & Rubber Company<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Ticker \/ Exchange for Common Stock:<\/p>\n<\/td>\n

<\/td>\n\n

GT \/ The New York Stock Exchange (“NYSE”)<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Securities Offered:<\/p>\n<\/td>\n

<\/td>\n\n

8,700,000 shares of 5.875% Mandatory Convertible Preferred Stock (10,000,000
\nshares if the underwriters exercise their option to purchase additional shares
\nin full) (the “mandatory convertible preferred stock”)<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Liquidation Preference per Share:<\/p>\n<\/td>\n

<\/td>\n\n

$50.00 per share of mandatory convertible preferred stock (the “initial
\nliquidation preference”), plus an amount equal to any accrued and unpaid
\ndividends<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Public Offering Price:<\/p>\n<\/td>\n

<\/td>\n\n

$50.00 per share of mandatory convertible preferred stock<\/p>\n

$435,000,000 in aggregate ($500,000,000 in aggregate if the underwriters
\nexercise their option to purchase additional shares in full)<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Annual Dividend Rate:<\/p>\n<\/td>\n

<\/td>\n\n

5.875% per share on the initial liquidation preference of $50.00 per share
\n($2.9375 per annum), payable quarterly in arrears in cash<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Dividend Payment Dates:<\/p>\n<\/td>\n

<\/td>\n\n

If declared, January 1, April 1, July 1 and October 1 of each year<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

First Dividend Payment Date:<\/p>\n<\/td>\n

<\/td>\n\n

July 1, 2011<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

size=2 width=”100%” noshade style=’color:#A0A0A0′ align=center><\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Expected Amount of First Dividend Payment per Share:<\/p>\n<\/p>\n<\/td>\n

<\/td>\n\n

$0.7425<\/p>\n<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Expected Amount of Each Subsequent Dividend Payment per Share:<\/p>\n<\/p>\n<\/td>\n

<\/td>\n\n

$0.7344<\/p>\n<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Share Cap:<\/p>\n<\/p>\n<\/td>\n

<\/td>\n\n

In no event will the number of shares of the Issuer153s common stock delivered
\nupon conversion of the mandatory convertible preferred stock, including any
\nshares delivered in connection with unpaid dividends, exceed an amount per share
\nequal to the product of (i) 2 and (ii) the maximum conversion rate, subject to
\nadjustment in the same manner as each fixed conversion rate as described in the
\npreliminary prospectus supplement<\/p>\n<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Mandatory Conversion Date:<\/p>\n<\/p>\n<\/td>\n

<\/td>\n\n

April 1, 2014<\/p>\n<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Last Reported Sale Price of Common Stock on NYSE on March 28, 2011:<\/p>\n<\/p>\n<\/td>\n

<\/td>\n\n

$14.57 per share of common stock<\/p>\n<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Initial Price:<\/p>\n<\/p>\n<\/td>\n

<\/td>\n\n

$14.57 per share of common stock (subject to adjustment as described in the
\npreliminary prospectus supplement)<\/p>\n<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Threshold Appreciation Price:<\/p>\n<\/p>\n<\/td>\n

<\/td>\n\n

$18.2125, which represents an appreciation of 25% over the initial price; the
\nthreshold appreciation price is subject to adjustment as described in the
\npreliminary prospectus supplement<\/p>\n<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Conversion Rate on Mandatory
\nConversion Date:<\/p>\n<\/p>\n<\/td>\n

<\/td>\n\n

The conversion rate of each share of mandatory convertible preferred stock
\nwill not be more than 3.4317 shares of common stock (the “maximum conversion
\nrate”) and not less than 2.7454 shares of common stock (the “minimum conversion
\nrate”); the maximum conversion rate and the minimum conversion rate are subject
\nto adjustment as described in the preliminary prospectus supplement<\/p>\n

The following table illustrates the conversion rate per share of the
\nmandatory convertible preferred stock based on the average of the volume
\nweighted average price of the Issuer153s common stock for the 20 consecutive
\ntrading-day period ending on, and including, the third trading day immediately
\npreceding the mandatory conversion date (the “applicable market value”):<\/p>\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

2<\/p>\n

\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Applicable Market Value<\/strong><\/p>\n<\/p>\n<\/td>\n

<\/td>\n\n

Conversion Rate per Share of Mandatory Convertible Preferred
\nStock<\/strong><\/p>\n<\/p>\n<\/td>\n<\/tr>\n

\n

Less Than or Equal to the Initial Price<\/p>\n<\/p>\n<\/td>\n

<\/td>\n\n

The maximum conversion rate per share of mandatory convertible preferred
\nstock<\/p>\n<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Greater Than the Initial Price and Less Than the Threshold Appreciation Price\n<\/p>\n<\/p>\n<\/td>\n

<\/td>\n\n

$50.00 divided by the applicable market value<\/p>\n<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Equal to or Greater Than the Threshold Appreciation Price<\/p>\n<\/p>\n<\/td>\n

<\/td>\n\n

The minimum conversion rate per share of mandatory convertible preferred
\nstock<\/p>\n<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Conversion at Option of the Holder:<\/p>\n<\/p>\n<\/td>\n

<\/td>\n\n

Other than during the fundamental change conversion period or following the
\nIssuer153s issuance of a dividend nonpayment conversion notice as described in the
\npreliminary prospectus supplement, holders of the mandatory convertible
\npreferred stock have the right to convert the mandatory convertible preferred
\nstock, in whole or in part, at any time prior to April 1, 2014, into shares of
\nthe Issuer153s common stock at the minimum conversion rate of 2.7454 shares of the
\nIssuer153s common stock per share of mandatory convertible preferred stock,
\nsubject to adjustment as described in the preliminary prospectus supplement<\/p>\n<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Fundamental Change Conversion Rate:<\/p>\n<\/p>\n<\/td>\n

<\/td>\n\n

The table below sets forth the number of additional shares payable upon
\nconversion upon a fundamental change per share of the mandatory convertible
\npreferred stock based on the effective date of the fundamental change and the
\nstock price in the fundamental change:<\/p>\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

3<\/p>\n

\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Stock Price on Effective Date<\/strong><\/p>\n

\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Effective Date<\/p>\n<\/p>\n<\/td>\n

<\/td>\n\n

$<\/strong><\/p>\n<\/p>\n<\/td>\n

\n

5.00<\/strong><\/p>\n

\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/strong><\/p>\n<\/p>\n<\/td>\n

\n

7.50<\/strong><\/p>\n

\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/strong><\/p>\n<\/p>\n<\/td>\n

\n

10.00<\/strong><\/p>\n

\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/strong><\/p>\n<\/p>\n<\/td>\n

\n

14.570<\/strong><\/p>\n

\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/strong><\/p>\n<\/p>\n<\/td>\n

\n

18.2125<\/strong><\/p>\n

\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/strong><\/p>\n<\/p>\n<\/td>\n

\n

20.00<\/strong><\/p>\n

\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/strong><\/p>\n<\/p>\n<\/td>\n

\n

30.00<\/strong><\/p>\n

\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/strong><\/p>\n<\/p>\n<\/td>\n

\n

40.00<\/strong><\/p>\n

\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/strong><\/p>\n<\/p>\n<\/td>\n

\n

50.00<\/strong><\/p>\n

\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/strong><\/p>\n<\/p>\n<\/td>\n

\n

60.00<\/strong><\/p>\n

\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/strong><\/p>\n<\/p>\n<\/td>\n

\n

70.00<\/strong><\/p>\n

\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/strong><\/p>\n<\/p>\n<\/td>\n

\n

80.00<\/strong><\/p>\n

\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/strong><\/p>\n<\/p>\n<\/td>\n

\n

90.00<\/strong><\/p>\n

\n<\/td>\n

<\/td>\n<\/td>\n\n

$<\/strong><\/p>\n<\/p>\n<\/td>\n

\n

100.00<\/strong><\/p>\n

\n<\/td>\n

<\/td>\n<\/tr>\n
\n

3\/31\/2011<\/strong><\/p>\n<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

(0.1320<\/p>\n

\n<\/td>\n

\n

)<\/p>\n<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

(0.2590<\/p>\n

\n<\/td>\n

\n

)<\/p>\n<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

(0.3669<\/p>\n

\n<\/td>\n

\n

)<\/p>\n<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

(0.5015<\/p>\n

\n<\/td>\n

\n

)<\/p>\n<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

0.1206<\/p>\n

\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

0.0984<\/p>\n

\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

0.0336<\/p>\n

\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

0.0127<\/p>\n

\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

0.0051<\/p>\n

\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

0.0021<\/p>\n

\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

0.0009<\/p>\n

\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

0.0004<\/p>\n

\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

0.0001<\/p>\n

\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

0.0000<\/p>\n

\n<\/td>\n

<\/td>\n<\/tr>\n
\n

4\/1\/2011<\/strong><\/p>\n<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

(0.1318<\/p>\n

\n<\/td>\n

\n

)<\/p>\n<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

(0.2588<\/p>\n

\n<\/td>\n

\n

)<\/p>\n<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

(0.3667<\/p>\n

\n<\/td>\n

\n

)<\/p>\n<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

(0.5014<\/p>\n

\n<\/td>\n

\n

)<\/p>\n<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

0.1207<\/p>\n

\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

0.0984<\/p>\n

\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

0.0336<\/p>\n

\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

0.0127<\/p>\n

\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

0.0051<\/p>\n

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The exact stock price and effective date may not be set forth on the table,
\nin which case:<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

<\/strong><\/p>\n<\/p>\n<\/td>\n

<\/td>\n\n

if the stock price is between two stock price amounts on the table or the
\neffective date is between two dates on the table, the number of additional
\nshares will be determined by straight-line interpolation between the number of
\nadditional shares set forth for the higher and lower stock price amounts and the
\ntwo effective dates, as applicable, based on a 365-day year;<\/p>\n<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

<\/strong><\/p>\n<\/p>\n<\/td>\n

<\/td>\n\n

if the stock price is in excess of $100.00 per share (subject to adjustment
\nas described in the preliminary prospectus supplement), then no additional
\nshares will be issued upon conversion; and<\/p>\n<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

<\/strong><\/p>\n<\/p>\n<\/td>\n

<\/td>\n\n

if the stock price is less than $5.00 per share (subject to adjustment as
\ndescribed in the preliminary prospectus supplement), then no additional shares
\nwill be issued upon conversion.<\/p>\n<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Discount Rate for Purposes of Determining Present Value of Remaining
\nDividends:<\/p>\n<\/p>\n<\/td>\n

<\/td>\n\n

7%<\/p>\n<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Joint Book-Running Managers:<\/p>\n<\/p>\n<\/td>\n

<\/td>\n\n

Goldman, Sachs & Co.
\nJ.P. Morgan Securities LLC
\nCitigroup Global Markets Inc.
\nCredit Agricole Securities (USA) Inc.<\/p>\n<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Co-Managers:<\/p>\n<\/p>\n<\/td>\n

<\/td>\n\n

BNP Paribas Securities Corp.
\nHSBC Securities (USA) Inc.
\nNatixis Bleichroeder LLC<\/p>\n<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

4<\/p>\n

\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Net Proceeds of the Mandatory
\nConvertible Preferred Stock Offering
\nAfter Underwriters153 Discount:<\/p>\n<\/p>\n<\/td>\n

<\/td>\n\n

$48.50 per share of mandatory convertible preferred stock<\/p>\n

$421,950,000 in aggregate ($485,000,000 in aggregate if the underwriters
\nexercise their option to purchase additional shares in full); these figures do
\nnot include a deduction for estimated offering expenses of approximately
\n$1,000,000<\/p>\n<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Use of Proceeds:<\/p>\n<\/p>\n<\/td>\n

<\/td>\n\n

The Issuer intends to use a portion of the net proceeds from the offering to
\nredeem $350 million in principal amount of its outstanding 10.500% Senior Notes
\ndue May 15, 2016 at the redemption price of 110.500% of the principal amount,
\nplus accrued and unpaid interest to the redemption date; the Issuer intends to
\nuse the remaining net proceeds from the offering for general corporate purposes\n<\/p>\n<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Underwriters153 Discount:<\/p>\n<\/p>\n<\/td>\n

<\/td>\n\n

$1.50 per share of mandatory convertible preferred stock<\/p>\n

$13,050,000 in aggregate ($15,000,000 in aggregate if the underwriters
\nexercise their option to purchase additional shares in full)<\/p>\n<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Pricing Date:<\/p>\n<\/p>\n<\/td>\n

<\/td>\n\n

March 28, 2011<\/p>\n<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Trade Date:<\/p>\n<\/p>\n<\/td>\n

<\/td>\n\n

March 29, 2011<\/p>\n<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Settlement Date:<\/p>\n<\/p>\n<\/td>\n

<\/td>\n\n

March 31, 2011<\/p>\n<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

CUSIP:<\/p>\n<\/p>\n<\/td>\n

<\/td>\n\n

382550 309<\/p>\n<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ISIN:<\/p>\n<\/p>\n<\/td>\n

<\/td>\n\n

US3825503093<\/p>\n<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Application has been made for the listing of the mandatory convertible
\npreferred stock under the symbol “GTPrA.”<\/p>\n<\/p>\n

The Issuer has filed a registration statement (including a
\nprospectus) with the SEC for the offering to which this communication relates.
\nBefore you invest, you should read the prospectus in that registration statement
\nand other documents the Issuer has filed with the SEC for more complete
\ninformation about the Issuer and this offering. You may get these documents for
\nfree by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the
\nIssuer, any underwriter or any dealer participating in the offering will arrange
\nto send you the prospectus if you request it by calling Goldman, Sachs & Co.
\nat (212) 902-9316 or J.P. Morgan Securities LLC toll-free at (866)
\n803-9204.<\/strong><\/p>\n<\/p>\n

5<\/p>\n

\n

\n

SCHEDULE III<\/strong><\/p>\n

\n

The pricing term sheet set forth on Schedule II hereto.<\/p>\n<\/p>\n

\n

size=2 width=”100%” noshade style=’color:#A0A0A0′ align=center><\/p>\n

SCHEDULE IV<\/strong><\/p>\n

Celeron Corporation
\nDapper Tire Co., Inc.
\nDivested Companies Holding Company
\nDivested Litchfield Park Properties, Inc.
\nGoodyear Canada Inc.
\nGoodyear Export Inc.
\nGoodyear Farms, Inc.
\nGoodyear International Corporation
\nGoodyear Western Hemisphere Corporation
\nWheel Assemblies Inc.
\nWingfoot Commercial Tire Systems, LLC<\/p>\n

\n

size=2 width=”100%” noshade style=’color:#A0A0A0′ align=center><\/p>\n

SCHEDULE V<\/strong><\/p>\n

The following executive officers have entered into Lock-Up
\nAgreements:<\/p>\n

1. Richard J. Kramer (Chairman of the Board, Chief Executive Officer and
\nPresident)<\/p>\n

2. Curt Andersson (President, North American Tire)<\/p>\n

3. Arthur de Bok (President, Europe, Middle East and Africa Tire)<\/p>\n

4. Jaime C. Szulc (President, Latin American Tire)<\/p>\n

5. Pierre Cohade ( President, Asia Pacific Tire)<\/p>\n

6. Darren R. Wells (Executive Vice President and Chief Financial Officer)\n<\/p>\n

7. David L. Bialosky (Senior Vice President, General Counsel and Secretary)\n<\/p>\n

8. Jean-Claude Kihn (Senior Vice President and Chief Technical Officer<\/p>\n

\n

size=2 width=”100%” noshade style=’color:#A0A0A0′ align=center><\/p>\n

EXHIBIT A<\/strong><\/p>\n

LOCK-UP AGREEMENT<\/u><\/p>\n

______________________, 2011<\/p>\n

The Goodyear Tire & Rubber Company<\/p>\n

Goldman, Sachs & Co.
\nJ.P. Morgan Securities LLC<\/p>\n

As Representatives of the
\nSeveral Underwriters<\/p>\n

c\/o Goldman, Sachs & Co.
\n200 West Street
\nNew York, New York 10282<\/p>\n

J.P. Morgan Securities LLC
\n383 Madison Avenue
\nNew York, New York 10179<\/p>\n

Ladies and Gentlemen:<\/p>\n

The undersigned understands that Goldman, Sachs & Co. and J.P. Morgan
\nSecurities LLC, as representatives (the “Representatives”) of the several
\nunderwriters (the “Underwriters”), proposes to enter into an Underwriting
\nAgreement (the “Underwriting Agreement”) with The Goodyear Tire & Rubber
\nCompany (the “Company”), providing for the public offering (the “Public
\nOffering”) by the Underwriters, including the Representatives, of the Company153s
\nmandatory convertible preferred stock, no par value (the “Preferred Stock”),
\nwhich Preferred Stock shall be convertible into common stock, no par value, of
\nthe Company (the “Common Stock”).<\/p>\n

To induce the Underwriters that may participate in the Public Offering to
\ncontinue their efforts in connection with the Public Offering, the undersigned
\nagrees that, without the prior written consent of the Representatives, the
\nundersigned will not, directly or indirectly, (1) offer, sell, pledge, contract
\nto sell (including any short sale), grant any option to purchase or otherwise
\ndispose of any shares of Common Stock (including, without limitation, shares of
\nCommon Stock which may be deemed to be beneficially owned by the undersigned on
\nthe date hereof in accordance with the rules and regulations of the Securities
\nand Exchange Commission, shares of Common Stock which may be issued upon
\nexercise of a stock option or warrant and any other security convertible into or
\nexchangeable for Common Stock) or (2) enter into any Hedging<\/p>\n

\n

size=2 width=”100%” noshade style=’color:#A0A0A0′ align=center><\/p>\n

Transaction (as defined below) relating to the Common Stock (each of the
\nforegoing referred to as a “Disposition”) during the period specified in the
\nfollowing paragraph (the “Lock-Up Period”). The foregoing restriction is
\nexpressly intended to preclude the undersigned from engaging in any Hedging
\nTransaction or other transaction which is designed to or is reasonably expected
\nto lead to or result in a Disposition during the Lock-Up Period even if the
\nsecurities would be disposed of by someone other than the undersigned. “Hedging
\nTransaction” means any short sale (whether or not against the box) or any
\npurchase, sale or grant of any right (including, without limitation, any put or
\ncall option) with respect to any security (other than a broad-based market
\nbasket or index) that includes, relates to or derives any significant part of
\nits value from the Common Stock.<\/p>\n

The initial Lock-Up Period will commence on the date hereof and continue
\nuntil, and include, the date that is 90 days after the date of the final
\nprospectus relating to the Public Offering (the “Initial Lock-Up Period”).<\/p>\n

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

The undersigned agrees that the Company may, with respect to any shares of
\nCommon Stock or other Company securities for which the undersigned is the
\nbeneficial or record holder, cause the transfer agent for the Company to note
\nstop transfer instructions with respect to such securities on the transfer books
\nand records of the Company.<\/p>\n

Notwithstanding anything herein to the contrary, if the closing of the Public
\nOffering has not occurred prior to April 16, 2011 or the Underwriting Agreement
\nshall have been terminated pursuant to Section 12 thereof, this agreement shall
\nbe of no further force or effect.<\/p>\n

2<\/p>\n

\n

\n

The undersigned hereby represents and warrants that the undersigned has full
\npower and authority to enter into this Lock-Up Agreement. All authority herein
\nconferred or agreed to be conferred shall survive the death or incapacity of the
\nundersigned and any obligations of the undersigned shall be binding upon the
\nheirs, personal representatives, successors and assigns of the undersigned.<\/p>\n<\/p>\n

Signature<\/em>:<\/p>\n<\/p>\n

Print Name<\/em>:<\/p>\n<\/p>\n

\n

size=2 width=”100%” noshade style=’color:#A0A0A0′ align=center><\/p>\n

ANNEX I<\/strong><\/p>\n

[Form of Opinion of Covington & Burling LLP]<\/p>\n

1. Each Covered Subsidiary is a corporation validly existing and in good
\nstanding under the laws of its state of incorporation.<\/p>\n

2. The Registration Statement has become effective under the Act and, to our
\nknowledge, no stop order suspending the effectiveness of the Registration
\nStatement has been issued and no proceedings for that purpose have been
\ninstituted or threatened under the Act.<\/p>\n

3. Except as to the financial statements, including the notes and schedules
\nthereto, and other financial and statistical data included in the Registration
\nStatement or the Prospectus, as to which we express no opinion, the Registration
\nStatement, as of its effective date, and the Prospectus, as of its date,
\ncomplied as to form in all material respects with the requirements of the Act.\n<\/p>\n

4. The statements in the General Disclosure Package under the caption
\n“Certain Material United States Federal Income Tax Considerations,” insofar as
\nsuch statements constitute summaries of the laws, regulations, legal matters,
\nagreements or other legal documents referred to therein, as of 4:45 p.m. New
\nYork time on the date of the Underwriting Agreement (the “Applicable
\nTime<\/em>“), are accurate in all material respects and fairly summarize the
\nmatters referred to therein. The statements in the Prospectus under the caption
\n“Certain Material United States Federal Income Tax Considerations,” insofar as
\nsuch statements constitute summaries of the laws, regulations, legal matters,
\nagreements or other legal documents referred to therein, as of the date of the
\nProspectus and as of the date hereof, are accurate in all material respects and
\nfairly summarize the matters referred to therein.<\/p>\n

5. The Underwriting Agreement conforms in all material respects to the
\ndescription thereof contained in the General Disclosure Package and the
\nProspectus.<\/p>\n

6. No consent, approval, authorization or other action by or filing with any
\ngovernmental agency or instrumentality of the State of New York or the United
\nStates of America is required on the part of the Company for the execution and
\ndelivery of the Underwriting Agreement, the issuance and sale of the Preferred
\nShares, the issuance of shares of common stock of the Company upon conversion of
\nthe Preferred Shares in accordance with the terms of the Amended Articles of
\nIncorporation and the consummation of the transactions contemplated by the
\nUnderwriting Agreement in accordance with the terms thereof or the performance
\nby the Company of its obligations thereunder, except for (i) those already
\nobtained or made and (ii) any of the foregoing as may be required under state
\nsecurities or blue sky laws and the rules and regulations promulgated
\nthereunder.<\/p>\n

7. The issuance and sale of the Preferred Shares, the issuance of shares of
\ncommon stock of the Company upon conversion of the Preferred Shares in
\naccordance with the terms of the Amended Articles of Incorporation, the
\nexecution, delivery and performance by the Company of the Underwriting Agreement
\nand the consummation of the transactions therein<\/p>\n

\n

size=2 width=”100%” noshade style=’color:#A0A0A0′ align=center><\/p>\n

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

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

In addition, in accordance with our understanding with the Company as to the
\nscope of our services in connection with the offering of the Preferred Shares,
\nas counsel to the Company, we reviewed the Registration Statement, the
\nProspectus and the General Disclosure Package and participated in discussions
\nwith your representatives and those of the Company, your counsel and the
\nCompany153s accountants. On the basis of the information that was reviewed by us
\nin the course of the performance of the services referred to above, considered
\nin the light of our understanding of the applicable law and the experience we
\nhave gained through our practice under the federal securities laws, we confirm
\nto you that nothing that came to our attention in the course of such review has
\ncaused us to believe that the Registration Statement, at the time the
\nRegistration Statement became effective under the Act (including the information
\ndeemed to be part of the Registration Statement at the time it became effective
\npursuant to Rule 430B under the Act), contained any untrue statement of a
\nmaterial fact or omitted to state any material fact required to be stated
\ntherein or necessary to make the statements therein not misleading, that the
\nProspectus, as of its date or as of the date hereof, contained or contains any
\nuntrue statement of a material fact or omitted or omits to state any material
\nfact necessary to make the statements therein, in the light of the circumstances
\nunder which they were made, not misleading, or that the General Disclosure
\nPackage, as of the Applicable Time, contained any untrue statement of a material
\nfact or omitted to state any material fact necessary to make the statements
\ntherein, in the light of the circumstances under which they were made, not
\nmisleading.<\/p>\n

The limitations inherent in the independent verification of factual matters
\nand the character of determinations involved in the registration process are
\nsuch, however, that we do not assume any responsibility for the accuracy,
\ncompleteness or fairness of the statements contained in the Registration
\nStatement, the Prospectus or the General Disclosure Package, except as specified
\nin paragraph 4 above. Also, we do not express any opinion or belief as to the
\nfinancial statements, including the notes and schedules thereto, and other
\nfinancial and statistical data included in the Registration Statement, the
\nProspectus or the General Disclosure Package.<\/p>\n

2<\/p>\n

\n

\n

ANNEX II<\/strong><\/p>\n

\n

[Form of Opinion of David L. Bialosky]<\/p>\n

\n

1. The Company and the subsidiaries listed on Exhibit A <\/em>hereto
\n(each, a “Subsidiary<\/em>” and collectively, the “Subsidiaries<\/em>“)
\nare each duly incorporated, validly existing and in good standing under the laws
\nof their respective jurisdictions of organization. The Company has the power and
\nauthority to execute and deliver the Underwriting Agreement, to consummate the
\ntransactions contemplated thereby and to perform its obligations thereunder.
\nEach of the Company and the Subsidiaries has the requisite power and authority
\nto own its respective properties and to conduct the businesses in which it is
\nengaged, except where the failure to have such power or authority would not,
\nindividually or in the aggregate, have a Material Adverse Effect. Each of the
\nCompany and the Subsidiaries is in good standing in each jurisdiction in which
\nthe conduct of its business or its ownership or leasing of property requires
\nsuch qualification, except to the extent that the failure to be so qualified or
\nbe in good standing would not, individually or in the aggregate, have a Material
\nAdverse Effect.<\/p>\n<\/p>\n

2. The Company has duly authorized, executed and delivered the Underwriting
\nAgreement.<\/p>\n<\/p>\n

3. The Preferred Shares have been duly authorized and, when issued and
\ndelivered against payment therefor as provided in the Underwriting Agreement on
\nthe Closing Date, will be validly issued, fully paid and non-assessable. The
\nPreferred Shares will not be subject to any preemptive rights or any similar
\nrights under the Company153s Amended Articles of Incorporation or Code of
\nRegulations.<\/p>\n<\/p>\n

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

5. The Company has an authorized capitalization as set forth in footnote 5 to
\nthe table set forth under the caption “Capitalization” in the General Disclosure
\nPackage and the Prospectus, and all outstanding shares of capital stock of the
\nCompany have been duly authorized and validly issued and are fully paid and
\nnon-assessable.<\/p>\n<\/p>\n

6. No consent, approval, authorization or other action by or filing with any
\ngovernmental agency or instrumentality of the State of Ohio is required on the
\npart of the Company for the execution and delivery of the Underwriting
\nAgreement, the issuance and sale of<\/p>\n<\/p>\n

\n

size=2 width=”100%” noshade style=’color:#A0A0A0′ align=center><\/p>\n

the Preferred Shares, the issuance and delivery of any Conversion Shares upon
\nthe conversion of the Preferred Shares in accordance with the terms of the
\nAmended Articles of Incorporation and the consummation of the transactions
\ncontemplated by the Underwriting Agreement or the performance by the Company of
\nits obligations thereunder, except (i) those already obtained or made, and (ii)
\nany of the foregoing as may be required under state securities laws or blue sky
\nlaws and the rules and regulations promulgated thereunder.<\/p>\n

7. The execution, delivery and performance by the Company of the Underwriting
\nAgreement, the issuance and sale of the Preferred Shares, the issuance and
\ndelivery of the Conversion Shares upon conversion of the Preferred Shares in
\naccordance with the terms of the Amended Articles of Incorporation and the
\nCertificate of Amendment and the compliance by the Company with all applicable
\nprovisions of the Underwriting Agreement and the consummation of the
\ntransactions therein contemplated will not (i) conflict with or result in a
\nbreach or violation of any of the terms or provisions of, or constitute a
\ndefault under, any agreement or instrument (x) to which the Company is a party
\nor by which the Company is bound or to which any of its property or assets is
\nsubject and (y) that is listed under the heading “Instruments Defining the
\nRights of Security Holders, Including Indentures” or “Material Contracts” in the
\nsection entitled “Index of Exhibits” in the Company153s Annual Report on Form 10-K
\nfor the year ended December 31, 2010, except as would not, individually or in
\nthe aggregate, have a Material Adverse Effect, (ii) result in any violation of
\nthe provisions of the Amended Articles of Incorporation or Code of Regulations
\nor (iii) result in any violation of any judgment, writ, injunction, order, rule
\nor regulation of any court or governmental authority binding on the Company of
\nwhich I am aware, that is material to the Company and its subsidiaries taken as
\na whole.<\/p>\n

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

9. The statements in the General Disclosure Package under the captions
\n“Description of Mandatory Convertible Preferred Stock” and “Description of
\nCapital Stock” insofar as such statements constitute summaries of the terms of
\nthe Preferred Shares and the Conversion Shares, as of 4:45 p.m. (New York time)
\non the date of the Underwriting Agreement (the “Applicable Time<\/em>“), are
\naccurate in all material respects and fairly summarize the matters referred to
\ntherein. The statements in the Prospectus under the captions “Description of
\nMandatory Convertible Preferred Stock” and “Description of Capital Stock,”
\ninsofar as such statements constitute summaries of the terms of the Preferred
\nShares and the Conversion Shares, as of the date of the Prospectus and as of the
\ndate hereof, are accurate in all material respects and fairly summarize the
\nmatters referred to therein.<\/p>\n

10. Except as described in or contemplated by the Registration Statement, the
\nGeneral Disclosure Package and the Prospectus, there are no outstanding
\nsecurities of the<\/p>\n

2<\/p>\n

\n

\n

Company convertible or exchangeable into or evidencing the right to purchase
\nor subscribe for any shares of capital stock of the Company and there are no
\noutstanding or authorized options, warrants or rights of any character
\nobligating the Company to issue any shares of its capital stock or any
\nsecurities convertible or exchangeable into or evidencing the right to purchase
\nor subscribe for any shares of such stock.<\/p>\n<\/p>\n

11. The documents incorporated by reference in the Registration Statement and
\nthe Prospectus, at the time they became effective or were filed with the
\nCommission, complied as to form in all material respects with the requirements
\nof the Exchange Act (except as to the financial statements and schedules and
\nother financial and statistical data contained therein, as to which I express no
\nopinion).<\/p>\n<\/p>\n

3<\/p>\n

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