The Goodyear Tire & Rubber Company 8,700,000 Shares of 5.875% Mandatory Convertible Preferred Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 1st, 2011 • Goodyear Tire & Rubber Co /Oh/ • Tires & inner tubes • New York
The Goodyear Tire & Rubber Company, an Ohio corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as representatives (the “Representatives”) an aggregate of 8,700,000 shares (the “Firm Shares”) of the Company’s 5.875% Mandatory Convertible Preferred Stock, no par value (the “Preferred Stock”). The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto. The Company also proposes to sell at the Underwriters’ option an aggregate of up to 1,300,000 additional shares of the Preferred Stock (the “Option Shares”) as set forth below. The Preferred Stock will be established by a Certificate of Amendment (the “Certificate of Amendment”) to the Amended Articles of Incorporation of the Company, as amended as of the date hereof (the “Amended Articles of
