· Goodyear S.A. initiates tender offer for 6.12 percent of all outstanding shares

· Goodyear to propose TC Debica to triple production of commercial truck tires

· Changes made to enhance financial transparency for minority investors

AKRON, Ohio, February 26, 2008 – The Goodyear Tire & Rubber Company and PZU today announced an agreement that will significantly enhance the value of Polish tire company TC Debica for all of its shareholders and allow for greater transparency to and input from investors.

As part of an agreement reached yesterday with PZU Asset Management S.A., acting on behalf of Powszechny Zaklad Ubezpieczen S.A., Powszechny Zaklad Ubezpieczen na Zycie S.A. and two PZU investment funds (PZU), Goodyear S.A. will increase its stake in TC Debica up to 65.99 percent through a tender offer for 6.12 percent of all outstanding shares at a price of 120 PLN, that was announced today. Luxembourg-headquartered Goodyear S.A. currently owns 59.87 percent of TC Debica’s shares. TC Debica will remain listed on the Warsaw Stock Exchange. The investment in the tender by Goodyear totals approximately $40 million to $45 million.

"This agreement, which is consistent with our stated strategies, is another example of Goodyear’s clear commitment to TC Debica’s long-term value and stability," said Darren R. Wells, senior vice president of finance and strategy for Goodyear S.A.’s parent, The Goodyear Tire & Rubber Company. "Since Goodyear became the majority shareholder 13 years ago, TC Debica’s operations have grown dramatically – nearly doubling the number of tires manufactured daily – and it has evolved from being a largely domestic manufacturer of low-cost tires to a provider of increasingly high-value tires to markets throughout Europe and elsewhere in the world."

"The agreement between our two companies is our joint success. Both parties were open to discussions and proposals, which allowed us to reach the agreement in a very short time, to the satisfaction of all the parties concerned. Goodyear, beyond any doubt, is a commendable partner to talk to, following the principles of corporate governance and their shareholders’ interests," said Piotr Osiecki, the former deputy president of the Management Board of PZU AM and chief negotiator for PZU.

In addition to the tender offer, Goodyear will support and cooperate with TC Debica to nearly triple its daily commercial truck tire production – to up to 5,000 tires a day – to meet increasing demand in Europe. Dependent on TC Debica obtaining appropriate tax incentives under Debica’s Special Economic Zone, this would make TC Debica one of Goodyear’s largest suppliers of commercial truck tires in the world and provide TC Debica with additional state-of-the-art technology from Goodyear. It also would provide significant opportunity to increase TC Debica’s earnings, beginning in 2008.

"We concur with TC Debica’s earnings forecast that, with the opportunity Goodyear has offered for commercial truck tire expansion, its earnings should increase in 2008 to about 90 million PLN, with further prospects for improvement in 2009," said Wells. "This is a market where we are pleased to increase our presence."

The terms also include:

"What is particularly important to us is the core issue of improving Debica’s financial prospects through Goodyear’s declarations concerning the expansion of the commercial truck tire plant, reflected in the forecast of a 50 percent increase in net income. It is of fundamental importance to implement transparent and market-based principles of corporate governance, in particular through establishing an independent and neutral committee to review transactions between Debica and Goodyear. We are glad that within next 18 months Goodyear will use its reasonable best efforts to announce a tender offer for the remaining shares of the company. This is very good news for the market," said Osiecki.

In wake of these significant moves, PZU will withdraw the motions previously submitted for Debica’s Extraordinary Shareholders Meeting, as the actions outlined in the agreement address the concerns expressed by the minority shareholders.

"Seldom is it possible to see a dispute settled so fast, where all parties are satisfied. Most frequently such situations would last for months or even years, due to prolonged court procedures. Together, we have managed to avoid such troubles, thanks to our openness and trust in our partners," said Osiecki.

"Goodyear has an excellent record of successful cooperation with minority shareholders in its operations worldwide," said Wells. "This agreement is an example of how shareholders can work together to everyone’s benefit – the shareholders, the associates and management at TC Debica, the city of Debica and the Polish business community. It also protects Goodyear’s ability to maintain its planned investment program to increase high-value-added capacity and increase low-cost production capacity globally."

TC Debica is a contract manufacturer for Goodyear, producing 15 million tires per year. Approximately 86 percent of the tires manufactured there are sold to Goodyear or Goodyear subsidiaries under various Goodyear brands. Most of the rest are sold by TC Debica in Poland under the Debica brand.

PZU Asset Management SA is the largest asset management company in Poland. It has over 25 bn PLN under management allocated in treasury bonds, domestic and foreign equity and structure investments. PZU AM SA manages PZU Group funds and PZU TFI – that is mutual fund investing individual investors money.

Goodyear is one of the world’s largest tire companies. The company employs about 70,000 people and manufactures its products in more than 60 facilities in 26 countries around the world. For more information about Goodyear, go to www.goodyear.com/corporate.

Certain information contained in this press release may constitute forward-looking statements for purposes of the safe harbor provisions of The Private Securities Litigation Reform Act of 1995. There are a variety of factors, many of which are beyond our control, which affect our operations, performance, business strategy and results and could cause our actual results and experience to differ materially from the assumptions, expectations and objectives expressed in any forward-looking statements. These factors include, but are not limited to: actions and initiatives taken by both current and potential competitors; increases in the prices paid for raw materials and energy; our ability to realize anticipated savings and operational benefits from our cost reduction initiatives or to implement successfully other strategic initiatives; whether or not the various contingencies and requirements are met for the establishment of a Voluntary Employees’ Beneficiary Association (VEBA) to provide healthcare benefits for current and future USW retirees; potential adverse consequences of litigation involving the company; pension plan funding obligations; as well as the effects of more general factors such as changes in general market or economic conditions or in legislation, regulation or public policy. Additional factors are discussed in our filings with the Securities and Exchange Commission, including our annual report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. In addition, any forward-looking statements represent our estimates only as of today and should not be relied upon as representing our estimates as of any subsequent date. While we may elect to update forward-looking statements at some point in the future, we specifically disclaim any obligation to do so, even if our estimates change.

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