EXHIBIT 24.1
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
and Stephanie W Bergeron, 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 said THE GOODYEAR TIRE & RUBBER
COMPANY to comply with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission in
respect thereof, in connection with the registration, under the Securities Act
of 1933, as amended, of up to a maximum of twelve million (12,000,000) shares of
its Common Stock, without par value, which may be offered for sale in connection
with the exercise of stock options and stock appreciation rights granted under,
or issued pursuant to restricted stock grants and awards, performance grants and
awards or other stock-based grants and awards made under, the 2002 PERFORMANCE
PLAN OF THE GOODYEAR TIRE & RUBBER COMPANY and the resale of such shares by
certain persons acquiring such shares; including specifically, but without
limiting the generality of the foregoing, the power and authority to sign the
name of THE GOODYEAR TIRE & RUBBER COMPANY, and the names of the undersigned
directors and officers in the capacities indicated below, to a Registration
Statement on Form S-8 to be filed with the Securities and Exchange Commission in
respect of said shares of Common Stock, to any and all amendments to said
Registration Statement and to any and all instruments or documents filed as a
part of or in connection with said Registration Statement or amendments thereto;
and each of the undersigned hereby ratifies and confirms all that the said
attorneys-in-fact and agents, and any one of 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 3rd day of June, 2002.
Attest: THE GOODYEAR TIRE & RUBBER COMPANY
/s/ C Thomas Harvie By /s/ Samir G Gibara
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C Thomas Harvie, Secretary Samir G Gibara,
Chairman of the Board and
Chief Executive Officer
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Director, Chairman of
the Board and Chief
Executive Officer
(principal executive officer) /s/ Samir G Gibara
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Samir G Gibara
Director, Chief Operating
Officer and President /s/ Robert J Keegan
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Robert J Keegan
Executive Vice President
and Chief Financial Officer
(principal financial officer) /s/ Robert W Tieken
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Robert W Tieken
Senior Vice President Corporate
Financial Operations and Treasurer
(principal accounting officer) /s/ Stephanie W Bergeron
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Stephanie W Bergeron
Director /s/ John G Breen
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John G Breen
Director /s/ Edward T Fogarty
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Edward T Fogarty
Director /s/ William J Hudson, Jr.
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William J Hudson, Jr.
Director /s/ Philip A Laskawy
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Philip A Laskawy
Director /s/ Steven A Minter
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Steven A Minter
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Director /s/ Agnar Pytte
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Agnar Pytte
Director /s/ Martin D Walker
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Martin D Walker
Director /s/ Kathryn D Wriston
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Kathryn D Wriston
Director /s/ James M Zimmerman
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James M Zimmerman
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