You are cordially invited to attend Goodyear’s 20072009 Annual Meeting of Shareholders, which will be held at the Goodyear Theater, 1201 East Market Street, Akron, Ohio, at 9:00 A.M.a.m., Akron Time, on Tuesday, April 10, 2007.7, 2009. During the meeting, we will discuss each item of business described in the Notice of Annual Meeting of Shareholders and Proxy Statement, and give a report on matters of current interest to our shareholders.

This booklet includes the Notice of Annual Meeting as well as the Proxy Statement, which provides information about Goodyear and describes the business we will conduct at the meeting.

We hope you will be able to attend the meeting.  Whether or not you plan to attend, it is important that you vote via the Internet,internet, by telephone or by completing, dating, signing and promptly returning your proxy card. This will ensure that your shares will be represented at the meeting. If you attend and decide to vote in person, you may revoke your proxy. Remember, your vote is important!

The 20072009 Annual Meeting of Shareholders of The Goodyear Tire & Rubber Company, an Ohio corporation, will be held at the Goodyear Theater (in the Company’sGoodyear’s Principal Office Complex), 1201 East Market Street, Akron, Ohio, on Tuesday, April 10, 20077, 2009 at 9:00 A.M.a.m., Akron Time, for the following purposes:

The Board of Directors fixed the close of business on February 16, 200713, 2009 as the record date for determining shareholders entitled to notice of, and to vote at, the 20072009 Annual Meeting. Only holders of record of Goodyear Common Stockcommon stock at the close of business on February 16, 200713, 2009 will be entitled to vote at the 20072009 Annual Meeting and adjournments, if any, thereof.

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of The Goodyear Tire & Rubber Company, an Ohio corporation (“Goodyear,” “Company,” “we,” “our” or “us”), to be voted at the annual meeting of shareholders to be held April 10, 20077, 2009 (the “Annual Meeting”), and at any adjournments thereof, for the purposes set forth in the accompanying notice.

Goodyear’s executive offices are located at 1144 East Market Street, Akron, Ohio44316-0001. Our telephone number is330-796-2121.

Our Annual Report to Shareholders for the year ended December 31, 20062008 is enclosed with this Proxy Statement. The Annual Report is not considered part of the proxy solicitation materials. The approximate date on which this Proxy Statement and the related materials are first being sent to shareholders is March 9, 2007.2009.

Shares Voting.Holders of shares of the Common Stock,common stock, without par value, of Goodyear (the “Common Stock”) at the close of business on February 16, 200713, 2009 (the “record date”) are entitled to notice of, and to vote the shares of Common Stock they hold on the record date at, the Annual Meeting. As of the close of business on the record date, there were 180,693,799241,351,132 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. Each share of Common Stock is entitled to one vote.

Quorum.In order for any business to be conducted, holders of at least a majority of shares entitled to vote must be represented at the meeting, either in person or by proxy.

Adjourned Meeting.The holders of a majority of shares represented at the meeting, whether or not a quorum is present, may adjourn the meeting. If the time and place of the adjourned meeting is announced at the time adjournment is taken, no other notice need be given.

Vote Required.  In the election of directors, the eleven candidates receiving the most votes will be elected, subject to Goodyear’s Majority Election of Directors Policy. For a description of that policy, see “Majority Election of Directors Policy” below. Amendments to our Amended Articles of Incorporation (Proxy Item 2) require the affirmative vote of at least two-thirds, and amendments to our Code of Regulations (Proxy Items 2 and 3) require the affirmative vote of at least a majority, of the shares of Common Stock outstanding on the record date. The amendment to the Code of Regulations contemplated by Proxy Item 2 will not be adopted if the related amendment to the Amended Articles of Incorporation fails to receive the requisite two-thirds affirmative vote. The affirmative vote of at least a majority of the shares of Common Stock outstanding on the record date is required for any other management or shareholder proposal to be adopted at the Annual Meeting. In the election of directors, the eleven candidates receiving the most votes will be elected.

Abstentions “withheld” votes and “broker non-votes”non-votes,” which occur when your broker does not have discretionary voting authority on a matter and you do not affect the election of directors andprovide voting instructions, have the same effect as votes against any proposal voted upon by shareholders.shareholders and have no effect on the election of directors.

Cumulative Voting Forfor Directors.In the voting for directors, you have the right to vote cumulatively for the candidates nominated priornominated. Under the Ohio General Corporation Law, all of the shares of Common Stock may be voted cumulatively in the election of directors if any shareholder gives written notice to our President, a Vice President or the voting. InSecretary, not less than 48 hours before the time set for the Annual Meeting, and an announcement of the notice is made at the beginning of the Annual Meeting by the Chairman or the Secretary or by or on behalf of the shareholder giving such notice. If cumulative voting cumulatively for Directors,is in effect, you may (a) give one candidate the number of votes equal to eleven times the number of shares of Common Stock you are entitled to vote, or (b) distribute your votes among the eleven candidates as desired.

Voting Ofof Proxy.Messrs. Richard J. Kramer,Darren R. Wells, C. Thomas Harvie and Bertram Bell, have been designated as proxies to vote (or withhold from voting) shares of Common Stock in accordance with your instructions. You may give your instructions using the accompanying proxy card, via the Internetinternet or by telephone.

Your shares will be voted for the eleven nominees identified at pages 6 through 8,9, unless your instructions are to withhold your vote from any one or more of the nominees or to vote cumulatively for one or more of the nominees for election. The proxies may cumulatively vote your shares if they consider it appropriate, except to the extent you expressly withhold authority to cumulate votes as to a nominee.

Your Board of Directors anticipates that all of the nominees named will be available for election. In the event an unexpected vacancy occurs, your proxy may be voted for the election of a new nominee designated by the Board of Directors.

Proxies received and not revoked prior to the Annual Meeting will be voted in favor of the proposals of the Board of Directors to amend Goodyear’s Amended Articles of Incorporation and Code of Regulations to provide for the majority election of directors (Proxy Item 2), to amend Goodyear’s Code of Regulations to authorize the Board of Directors to amend the Regulations (Proxy Item 3), and to ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for Goodyear for 20072009 (Proxy Item 2), and against the shareholder proposals (Proxy Items 3, 4, and 5)4), unless your instructions are otherwise.

Voting Shares Held in Street Name.If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in “street name,” and these proxy materials are being forwarded to you by your broker, bank or nominee who is considered the shareholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker, bank or nominee on how to vote and

Goodyear is committed to having sound corporate governance principles. Having such principles is essential to running Goodyear’s business efficiently and to maintaining Goodyear’s integrity in the marketplace. Goodyear’s Corporate Governance Guidelines, Business Conduct Manual, Board of Directors and Executive Officers ConflictsConflict of Interest Policy and charters for each of the Audit, Compensation, Corporate Responsibility and Compliance, Finance, and Governance Committees are available athttp://www.goodyear.com/investor/investor_governance.html. Please note, however, that information contained on the website is not incorporated by reference in this proxy statementProxy Statement or considered to be a part of this document. A copy of the committee charters and corporate governance policies may also be obtained upon request to the Goodyear Investor Relations Department.

The Board has determined that ten of the current directors (and nine of the nominees) are independent within the meaning of Goodyear’s independence standards, which are based on the criteria established by the New York Stock Exchange and are included as Annex I to Goodyear’s Corporate Governance Guidelines which are available at http://www.goodyear.com/investor/investor_governance.html.Guidelines. Mr. Keegan, the Chairman of the Board and Chief Executive Officer, is not considered independent. In addition, in light of his ongoing relationship with the United Steelworkers (the “USW”), Mr. Wessel is not considered independent. Further, the Board expects that Mr. Wessel will recuse himself from discussions and deliberations regarding Goodyear’s relationship with the USW. The Board also determined that the nature and size of the ordinary course commercial relationships between Goodyear and DelphiXerox Corporation and Sprint Nextel Corp. did not implicate the independence of Messrs. O’Neal and Forsee, respectively.Mr. Firestone.

As of the date of this proxy statement,Proxy Statement, Goodyear’s Board has 12 directors, classified into three classeseach elected annually, and the following five committees: (1) Audit, (2) Compensation, (3) Corporate Responsibility and Compliance, (4) Finance, and (5) Governance. The current membership and the function of each of the committees are described below. Each of the committees operates under a written charter adopted by the Board. All of the committee charters are available on Goodyear’s website at http://www.goodyear.com/investor/investor_governance.html. During the 2006 fiscal year,2008, the Board held 11nine meetings. Each director attended at least 75% of all Board and applicable Committee meetings. Directors are encouragedexpected to attend annual meetings of GoodyearGoodyear’s shareholders. All twelveof the directors attended the last annual meeting of shareholders. As described on Goodyear’s website athttp://www.goodyear.com/investor/investorcontactbrd.html,investorcontactbrd.html, shareholders may communicate with the Board or any of the Directorsdirectors (including the Lead Director or the Non-Management Directors as a group) by sending correspondence to the Office of the Secretary, The Goodyear Tire & Rubber Company, 1144 East Market Street, Akron, Ohio44316-0001. All communications will be compiled by the Secretary and submitted to the Board or the individual Directorsdirectors on a periodic basis.

The Audit Committee assists the Board in fulfilling its responsibilities for oversight of the integrity of Goodyear’s financial statements, Goodyear’s compliance with legal and regulatory requirements related to financial reporting, the independent accountants’registered public accounting firm’s qualifications and independence, and the performance of Goodyear’s internal auditors and independent accountants.registered public accounting firm. Among other things, the Audit Committee prepares the Audit Committee report for inclusion in the annual proxy statement; annually reviews the Audit Committee charter and the committee’sCommittee’s performance; appoints, evaluates and determines the compensation of Goodyear’s independent accountants;registered public accounting firm; reviews and approves the scope of the annual audit plan; reviews and pre-approves all auditing services and permitted non-audit services (and related fees) to be performed by the independent accountants;registered public accounting firm; oversees investigations into complaints concerning financial matters; and reviews policies and guidelines with respect to risk assessment and risk management, including Goodyear’s major financial risk exposures. The Audit Committee works closely with management as well as Goodyear’s independent accountants.registered public accounting firm. The Audit Committee has the authority to obtain advice and assistance from, and receive appropriate funding from Goodyear for, outside legal, accounting or other advisors as the Audit Committee deems necessary to carry out its duties. The Board has determined that each member of the Audit Committee is independent within the meaning of Goodyear’s independence standards and applicable Securities and Exchange Commission rules and regulations, and each of Messrs. Boland Breen, and ForseeMcCollough is an audit committee financial expert. The report of the Audit Committee is on page 4753 of this proxy statement.Proxy Statement.

The Board of Directors has delegated to the Compensation Committee primary responsibility for establishing and administering Goodyear’s compensation programs for executive officers and other key personnel. The Compensation Committee is composed entirely of independent directors. The Compensation Committee oversees Goodyear’s compensation and benefit plans and policies, administers its stock plans (including reviewing and recommending equity grants to executive officers)officers and other key personnel), and reviews and approves annually all compensation decisions relating to executive officers, including those for the CEO and other executive officers.CEO. The Compensation Committee also prepares a report on executive compensation for inclusion in the annual proxy statement and reviews and discusses the Compensation Discussion and Analysis with management and recommends its inclusion in the annual proxy statement. The Reportreport of the Compensation Committee is on page 2429 of this proxy statement.Proxy Statement.

In performing its duties, the Compensation Committee meets periodically with the CEO to review compensation policies and specific levels of compensation paid to executive officers and other key personnel, and reports and makes recommendations to the Board regarding executive compensation policies and programs. The Compensation Committee informs the independentnon-management directors of the Board regardingof its decisions regarding compensation for the CEO and other elected officers. Under its charter, the Compensation Committee may delegate its authority to one or more of its members as appropriate.

The Compensation Committee has the authority to retain and terminate outside advisors, including compensation consultants, to assist it in evaluating actual and proposed compensation for executive officers. The Compensation Committee also has the authority to approve any such consultant’s fees and the other terms of such retention. From time to time, the Compensation Committee solicits advice from an outside compensation consultant, Towers Perrin,consultants on executive compensation matters relating to the CEO and other executive officers. This advice has consisted primarily of assistance with benchmarking compensation for senior executives and directors, and advice on current and evolving market practices in the areasfor specific components of perquisites, change in control benefits,compensation, such as incentive awards, severance and retiree medical benefits.change-in-control protection policies, non-qualified benefit plans and perquisites.

The Committee on Corporate Responsibility and Compliance reviews Goodyear’s legal compliance programs as well as its business conduct policies and practices and its policies and practices regarding its relationships with shareholders, employees, customers, governmental agencies and the general public. The Committee may also recommend appropriate new policies to the Board of Directors.

We are guided by the following core principles in establishing compensation for our executives, including the Chairman, President and Chief Executive Officer and President (“CEO”) and the other executive officers named in the Summary Compensation Table (the(together with the CEO, the “named executive officers”):

The Compensation Committee has the authority to retain and terminate outside advisors, including compensation consultants, to assist it in evaluating actual and proposed compensation for our executive officers. The Compensation Committee also has the authority to approve any such consultant’s fees and the other terms of such retention. From time to time,During 2008, the Compensation Committee solicits advice from an outsideretained Frederic W. Cook & Co., Inc., as its independent compensation consultant, Towers Perrin,to provide advice and assistance on executive compensation matters, relatingincluding the 2008 compensation decisions that are discussed elsewhere in this Compensation Discussion and Analysis. As part of its engagement, Frederic W. Cook & Co. reviewed our executive compensation peer group and conducted a competitive analysis of the primary compensation opportunities for the named executive officers as well as our operational and stock price performance relative to the CEOpeer group. Frederick W. Cook & Co. also conducted a comprehensive review of the design of our primary compensation programs, including our variable incentive plans and other executive officers. This advice has consisted primarilycompensation plans, and provided recommendations for changes where appropriate. Frederic W. Cook & Co. also reviewed our non-qualified deferred compensation plans in connection with amendments made to those plans in order to comply with Section 409A of assistancethe Internal Revenue Code of 1986, as amended (the “Code”), our CEO’s employment agreement in connection with benchmarkingits renewal and our non-employee director compensation for senior executives and directors, and advice on current and evolving market practices inprogram. Frederic W. Cook & Co. works with Goodyear only under the areas of perquisites, change in control benefits, and retiree medical benefits. In 2006, we paid Towers Perrin approximately $100,000 for these services provided to the Compensation Committee. Towers Perrin did not attend any meetingsdirection of the Compensation Committee in 2006, butand did meet with the Chairman of the Compensation Committee.

The Performance Recognition Plan provides annual cash-based incentives for approximately 700730 participants, including all named executive officers. Awards under the Performance Recognition Plan are designed to emphasize important short-term operating and tactical objectives that executives can influencedirectly drive the creation of shareholder value and which help createprovide appropriate balance with the metrics used in our long-term value as well as providing balance to the long-term elements of our compensation program.incentives. Awards generally have the following characteristics:

Each financial performance criteriacriterion has a target level as well as a minimum and maximum level, which are determined based on the perceived difficulty of the established targets and actual results for those financial measures in prior years. For corporate officers, funding of the bonusincentive pool available for payouts is based on overall company results with respect to the two financial performance criteria. Funding of the bonusincentive pool for officers of our sixfour operating units is based 60% on that operating unit’s results and 40% on overall company results. In this

A significant portion of primary compensation for each named executive officer is comprised of long-term compensation, which encompassesLong-term incentives are delivered through grants of stock options and performance shares under our 20022005 and 20052008 Performance Plans (collectively, the “Performance Plans”) and long-term cash-based incentive awards under our Executive Performance Plan. Long-term performance-based compensation is generally designed to represent approximately 60% of the annual primary compensation of named executive officers, assuming achievement of target performance levels.

The amount and terms of grants to named executive officers under the Performance Plans and the Executive Performance Plan are based on criteria established by the Compensation Committee and typically include

The Compensation Committee awarded an aggregate of 183,720 units in respect of the2008-2010 performance period under the Executive Performance Plan. The performance criteria for the 2008 grants are cumulative net income and cumulative total cash flow, net of debt, each weighted equally. The performance periodstargets for the2005-20072008-2010 period generally require relatively greater improvement in performance than had been contemplated under prior years’ grants and will be achieved, at the target performance level, if we successfully execute our2006-2008three-year do not carry any guaranteed minimum payment.operating plan. The Compensation Committee determined that it was appropriate for the2008-2010 performance targets to be consistent with our three-year operating plan which reflects the Company’s emergence from a challenging period of recovery that began in 2003. The targets are premised on the Company meaningfully growing both net income and cumulative total cash flow during the three-year performance period.

In 2006, in order to more closely align executive compensation to the performance of our common stockCommon Stock and to better manage concerns about stockholder dilution, and in response to new accounting rules with respect to stock options under Statement of Financial Accounting Standards No. 123R, “Share-Based Payments” (“SFAS 123(R)123R”), we introduced performance shares as a new component of long-term compensation for named executive officers and other key personnel. We believe that performance shares, like the cash-based Executive Performance Plan, drive operational performance while also driving shareholder value creation, thereby better aligning the interests of our executives with those of our shareholders.

Performance shares are granted under the 2005 and 2008 Performance Plans and generally have the following terms:

Following the sale of our Engineered Products business in valueJuly 2007, the Compensation Committee modified the cumulative net income and cumulative total cash flow, net of debt targets to approximately 10%reflect the sale of that business. The table below shows the performance goals and corresponding payout percentages for awards granted for the2006-2008 performance period.

The Executive Performance Plan and the 2005 Performance Plan permit the Committee to make adjustments to actual company results for the performance measures for extraordinary items and other relevant factors. Over the three-year performance period, actual company results were adjusted to reflect the impact of the valueUSW strike, to exclude restructuring charges and to exclude the gain on, and the cash proceeds from, the sale of his grantour Engineered Products business. The table below shows actual adjusted results with respect to the performance measures over the2006-2008 performance period.

During the performance period for the 2006 grants, we faced a number of substantial challenges impacting the tire industry generally, such as industry overcapacity, recessionary economic conditions in many parts of the world in 2008, particularly in North America and Europe, volatile and high raw material and energy costs, weakness in the North American auto industry, and increased competition from low-cost manufacturers. We also faced several Company-specific challenges, such as a significant negotiation with the USW on the terms of a new master labor agreement, the USW strike and the recovery from the USW strike, the implementation of a capital structure improvement plan, and the need to implement significant cost reductions. In the face of these challenges, the targets established for these grants were considered aggressive targets, the achievement of which would mean we were on our way to financial recovery and poised for future growth. Our performance during the period reflects significant price and product mix improvements that yearmore than offset raw material cost inflation, the completion of our capital structure improvement plan, additional debt reduction initiatives, the substantial progress made on our cost reduction and other strategic initiatives, including significant increases in our cost reduction targets, and the strong performance of our international business units, many of which achieved record results in sales and segment operating income during the three-year performance period. We exceeded our cumulative total cash flow, net of debt target for the2006-2008 performance period due to our efforts to manage cash flow during the performance period, particularly as economic conditions worsened in 2008. However, we did not achieve our cumulative net income target for the2006-2008 performance period, primarily due to the global economic downturn in 2008, especially in the fourth quarter of 2008, as we took actions to focus on cash management by reducing production and managing inventory levels.

The table below shows payout amounts for each of the named executive officers in respect of their grants under the Executive Performance Plan.Plan for the2006-2008 performance period:

The Compensation Committee annually grants stock options to named executive officers and other key employees to link executives to results earned by shareholders and build executive ownership. Through 2005, we made annual grants at the endStock options constitute an important element of our fourth fiscal quarter. In February 2006, we movedlong-term incentive compensation program and support several important objectives and principles. Because options result in gains only in the grant date, beginningevent that the stock price appreciates, they serve to align the interests of management with the 2007 annual grant, to the first Compensation Committee meeting following the end of the fiscal year (usually in February) to better match the grant to annual fiscal year performance. As a result, there was no annual grant during 2006. The Compensation Committee believes that annual grants of stock options provide additional long-term incentives to improve our future performance. In addition to annual grants, we make stock option grants to new hires and for special employee recognition throughout the year.shareholders.

Stock options are granted under the Performance Plans and generally have the following terms:

In addition, each non-qualifiedEach stock option includes thegranted through 2007 included a right to the automatic grant of a new option (a “reinvestment option”) for thatthe number of shares tendered in the exercise of the original stock option.option and withheld to pay income taxes. The reinvestment option will be granted on, and will have an exercise price equal to the market value of our common stockCommon Stock on, the date of exercise.exercise of the original option. Reinvestment options are generally subject to the

The amountportion of long-term incentive compensation provided in the form of stock options to be awardedoption grants each year is determined based on the number of available options under the Performance Plans, as well as market data on long term-compensation. We use a Black-Scholes valuation model to determine the number of stock options needed to provide the desired value consistent with overall median market compensation.

We provide most named executive officers with pension benefits under both qualified and non-qualified pension plans. The qualified plan benefits are pursuant to both a qualifieddefined benefit pension plan, the Goodyear Salaried Pension Plan (the “Salaried Plan”), and a defined contribution plan, the Goodyear Employee Savings Plan for Salaried Employees. The non-qualified plan benefits are pursuant to a partially funded, non-qualifieddefined benefit plan, the Goodyear Supplementary Pension Plan (the “Supplementary Plan”). For more information regardingNamed executive officers serving outside the terms of theseUnited

The Salaried Plan is designed to provide tax-qualified pension benefits for most Goodyear employees. All of the named executive officersU.S.-based salaried employees hired prior to January 1, 2005. Messrs. Keegan, Wells, Harvie and Kramer participate in the Salaried Plan along with other Goodyear employees. Effective December 31, 2008, the Salaried Plan accrued benefit is frozen. Future tax-qualified benefit accruals for these four named executive officers and other Goodyear salaried employees are provided by Company contributions under the retirement contributions feature of the Savings Plan. (Salaried employees hired after December 31, 2004 participate in the retirement contributions feature of the Savings Plan from their date of hire.) Mr. de Bok does not participate in the Salaried Plan. He participates in Goodyear’s Netherlands Pension Plan and in government-sponsored (but Company-funded) pension plans in The Netherlands and Belgium.

The Supplementary Plan provides additional pension benefits to executive officers and certain other key individuals identified by the Compensation Committee. All of the current named executive officers participate in the Supplementary Plan. The Supplementary Plan provides pension benefits to participants who retire with at least 30 years of service or retire after age 55 with ten years of service. However, benefits payable under the Supplementary Plan are offset by the amount of any benefits payable under the Salaried Plan, the retirement contributions feature of the Savings Plan, applicablenon-U.S. pension plans, and certain prior employer pension plans. The Committee believes supplemental executive retirement plans such as the Supplementary Plan are an important part of executive compensation and are utilized by most large companies, many of which compete with the Company for executive talent. Retirement benefits, including those provided through a supplemental executive retirement plan, are a critical component of an executive’s overall compensation program and are essential to attracting, motivating and retaining talented executives with a history of leadership. Retirement benefits are an important factor in an executive’s decision to accept or reject a new position.

We also maintain a non-qualified unfunded Excess Benefit Plan that pays an additional pension benefit over that paid under the Salaried Plan if a participant does not meet the eligibility requirements of the Supplementary Plan.

For additional information regarding the terms of the SeveranceContinuity Plan and benefits payable under such plan, see “Potential Payments Upon Termination orChange-in-Control.”Change-in-Control” elsewhere in this Proxy Statement.

In addition to benefits provided under the SeveranceContinuity Plan, under appropriate circumstances, such as reductions in force or elimination of positions, we may provide severance benefits to executive officers, including the named executive officers, whose employment terminates prior to retirement. In determining whether to provide such benefits and in what amount, we consider all relevant facts and circumstances, including length of service, circumstances of the termination, the executive officer’s contributions to companyCompany objectives, and other relevant factors. When we provide such benefits, typically the amount of severance is the equivalent of six to 18 months of base salary plus an amount based on the individual’s target bonusannual incentive payment then in effect over an equivalent period. The severance payment may be paid in a lump sum or in installments. We also may provide limited outplacement and personal financial planning services to eligible executive officers following their termination at the employee’s choice. The Compensation Committee reviews and approves any such severance benefits.termination.

Mr. Keegan’s employment agreement also provides for the payment of severance compensation if we terminate his employment without “cause” or if Mr. Keegan terminates his employment for “good reason,” as such terms are defined in suchthat agreement. For additional information regarding the terms of Mr. Keegan’s employment agreement and the severance benefits payable under such agreement, see “Potential Payments Upon Termination orChange-in-Control” elsewhere in this Proxy Statement. Among other things,In December 2008, Mr. Keegan’s employment agreement provideswas amended to extend the term of the agreement from February 28, 2009 until February 28, 2012. The amendments also made other changes required in order to comply with Section 409A of the Code.

The Compensation Committee believes that if Mr. Keegan is subject to any excise taxes resultingour severance benefits are a necessary component of a competitive compensation program and that those severance benefits are not significantly different from athe severance paymentbenefits typically in connection with a change in control, he is entitled to receive an additional amount sufficient to cover the amount of any such excise or related taxes.place at other companies.

We provide certain executive officers with certain personal benefits and perquisites, as described below. The Compensation Committee has reviewed and approved the perquisites described below. While the Compensation Committee does not consider these perquisites to be a significant component of executive compensation, it recognizes that such perquisites are an important factor in attracting and retaining talented executives.enabling our executive officers to focus on our business with minimal disruption.

Home Security Systems.  In order to enhance their safety, we pay for the cost of home security systems for a limited number of executive officers. We cover the cost of installation, monitoring and maintenance for these systems.

Use of Company Aircraft.  In appropriatelimited circumstances, and only if approved by the CEO, executive officers are permitted to use our company aircraft for personal travel. In these limited circumstances, the executive is also required to reimburse us for a portion of the cost of such use in an amount determined using the Standard Industry Fare Level.

Tire Program.  We offer our executive officers and Board members the opportunity to receive up to two sets of tires per year at our expense. Expenses covered include the cost of tires, mounting, balancing and disposal fees. We also provideDuring 2008, we provided reimbursement for the taxes on the income associated with this benefit. Beginning in

Financial Planning and Tax Preparation Services.  We offer financial assistance to our executive officers to help them cover the cost of financial planning and tax preparation services. In providing this benefit, we seek to alleviate our executives’ concern regarding personal financial planning so that they may devote their full attention to companyour business. The maximum annual cost to the companyCompany under this program is $9,000 per officer.

Club Memberships.  We pay the annual dues for one club membership for a limited number of executive officers. The membership is intended to be used primarily for business purposes, although executive officers may use the club for personal purposes. Executive officers are required to pay all incremental costs, other than the annual dues, related to their personal use of the club.

Annual Physical Exams.  Our executive officers may undergo an annual comprehensive physical examination for which we pay any amount that is not covered by insurance.

We have reviewed and discussed the foregoing Compensation Discussion and Analysis with management. Based on our review and discussion with management, we have recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference in Goodyear’s Annual Report onForm 10-K for the year ended December 31, 2006.2008.

The table below sets forth information regarding the compensation of the CEO, and the Chief Financial Officer of Goodyear (the “CFO”) and, the persons who were, at December 31, 2006,2008, the other three most highly compensated executive officers of Goodyear and the former CFO (collectively, the “named executive officers”) for services in all capacities to Goodyear and its subsidiaries during 2006.2006, 2007 and 2008.