EXHIBIT 24.1
THE GOODYEAR TIRE & RUBBER COMPANY
POWER OF ATTORNEY
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 Richard J. Kramer, C. Thomas
Harvie, Darren R. Wells and Thomas A. Connell, 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 2005 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 7th day of June, 2005.
Attest: THE GOODYEAR TIRE & RUBBER COMPANY
/s/ C. Thomas Harvie By /s/ Robert J. Keegan
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C. Thomas Harvie, Secretary Robert J. Keegan,
Chairman of the Board and
Chief Executive Officer
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Director, Chairman of
the Board and Chief
Executive Officer and President
(principal executive officer) /s/ Robert J Keegan
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Robert J Keegan
Executive Vice President
and Chief Financial Officer
(principal financial officer) /s/ Richard J Kramer
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Richard J Kramer
Vice President and Controller
(principal accounting officer) /s/ Thomas A Connell
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Thomas A Connell
Director /s/ James C Boland
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James C Boland
Director /s/ John G Breen
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John G Breen
Director /s/ Gary D Forsee
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Gary D Forsee
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/ Denise M Morrison
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Denise M Morrison
Director /s/ Rodney O'Neal
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Rodney O'Neal
Director /s/ Shirley D Peterson
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Shirley D Peterson
Director /s/ Thomas H Weidemeyer
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Thomas H Weidemeyer
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