EXHIBIT 24.1
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THE GOODYEAR TIRE & RUBBER COMPANY
POWER OF ATTORNEY
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KNOW ALL MEN BY THESE PRESENTS, that the undersigned, THE GOODYEAR TIRE
& RUBBER COMPANY, a corporation organized and existing under the laws of the
State of Ohio, and the undersigned directors and officers of THE GOODYEAR TIRE &
RUBBER COMPANY, hereby constitute and appoint Robert W. Tieken, C. Thomas
Harvie, Stephanie W. Bergeron and Richard J. Kramer, and any one or more of
them, their true and lawful attorneys-in-fact and agents, to do any and all of
the acts and things and to execute any and all instruments which said attorneys
and agents or any one of them may deem necessary and advisable to enable the
said THE GOODYEAR TIRE & RUBBER COMPANY to comply with the Securities Act of
1933, as amended (the "Act"), and any rules, regulations and requirements of the
Securities and Exchange Commission (the "Commission") in respect thereof, in
connection with the registration under the Act of (i) up to a maximum of
20,000,000 shares of its Common Stock in connection with the operation of The
Goodyear Tire & Rubber Company Employee Savings Plan for Salaried Employees (the
"Salaried Plan"), which registration shall also register any interests in the
Salaried Plan required to be registered under the Act and the resale of such
shares by certain participants in the Salaried Plan, (ii) up to a maximum of
15,000,000 shares of Common Stock in connection with the operation of The
Goodyear Tire & Rubber Company Employee Savings Plan for Bargaining Unit
Employees (the "B-U-E Plan"), which registration shall also register interests
in the B-U-E Plan required to be registered under the Act, and (iii) up to a
maximum of 2,000,000 shares of Common Stock in connection with the operation of
The Goodyear Tire & Rubber Company Employee Savings Plan for Hourly Employees
(the "Hourly Plan"), which registration shall also register any interests in the
Hourly Plan required to be registered under the Act; including specifically the
power and authority to sign the name THE GOODYEAR TIRE & RUBBER COMPANY and the
names of the undersigned directors and officers in the capacities indicated
below (i) to (a) a Registration Statement on Form S-8 in respect of the Salaried
Plan, (b) a Registration Statement on Form S-8 in respect of the B-U-E Plan, and
(c) a Registration Statement on Form S-8 in respect of the Hourly Plan, or to
one or more Registration Statements on Form S-8 in respect of any combination of
said Plans, (ii) to any and all amendments to or constituting a part of any one
or more or all of such Registration Statements which may from time to time be
filed with the Commission, and (iii) to any and all instruments or documents
filed with the Commission as a part of or in connection with such Registration
Statements or amendments thereto. Each of the undersigned hereby ratifies and
confirms all that the said attorneys-in-fact and agents, or any of one or more
them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have subscribed or caused to be
subscribed these presents this 6th day of June, 2000.
Attest: THE GOODYEAR TIRE & RUBBER COMPANY
/s/James Boyazis By /s/ Samir G. Gibara
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James Boyazis, Secretary Samir G. Gibara,
Chairman of the Board,
Chief Executive Officer and President
Chairman of the Board, Chief Executive
Officer and President, Director /s/ Samir G. Gibara
(principal executive officer) -------------------------------------
Samir G. Gibara
Executive Vice President
(principal financial officer) /s/ Robert W. Tieken
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Robert W. Tieken
Vice President - Corporate Finance /s/ Richard J. Kramer
(principal accounting officer) -------------------------------------
Richard J. Kramer
Director /s/ John G. Breen
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John G. Breen
Director /s/ William E. Butler
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William E. Butler
Director /s/ Thomas H. Cruikshank
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Thomas H. Cruikshank
Director /s/ Katherine G. Farley
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Katherine G. Farley
Director /s/ William J. Hudson, Jr.
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William J. Hudson, Jr.
Director /s/ Steven A. Minter
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Steven A. Minter
Director /s/ Agnar Pytte
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Agnar Pytte
Director /s/ George H. Schofield
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George H. Schofield
Director /s/ William C. Turner
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William C. Turner
Director /s/ Martin D. Walker
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Martin D. Walker