SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Kihn Jean Claude (Last) (First) (Middle) 1144 EAST MARKET STREET (Street) AKRON OH 44316 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol GOODYEAR TIRE & RUBBER CO /OH/ [ GT ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Sr VP & Chief Technical Ofcr
	3. Date of Earliest Transaction (Month/Day/Year) 02/23/2010
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/25/2010		M		4,200	A	$0.00	8,073	D
Common Stock	02/25/2010		D		2,100	D	$14.28(1)	5,973	D
Common Stock								249(2)	I	401(k) Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
2005 Plan Performance Share Units	(3)	02/25/2010		M			4,200	(3)	(3)	Common Stock	4,200	$0.00	0	D
2008 Plan Performance Share Units(4)	(4)	02/23/2010		A		7,359		(4)	(4)	Common Stock	7,359	$0.00	7,359	D
2008 Plan Option(5)	$12.74	02/23/2010		A		28,366		(6)	02/23/2020	Common Stock	28,366	$0.00	28,366	D
2008 Plan Restricted Stock Units(7)	(8)	02/23/2010		A		20,000		(8)	(8)	Common Stock	20,000	$0.00	20,000	D

Explanation of Responses:

1. The average of the high and low sales price per share on December 31, 2009, the last day of the related performance period.

2. Total number of shares of common stock allocated to the account of the reporting person in a Trust established under Goodyear's Employee Savings Plan for Salaried Employees, 401(k) Plan, as of February 23, 2010 as reported by the Plan Trustee.

3. The number of Units paid, which could have been 0% to 200% of the base number of Units granted, depended 50% on cumulative net income and 50% on cumulative total cash flow, net of debt during the 3-year performance period ending December 31, 2009. This Form 4 reports the conversion of 4,200 Units, 100% of the base number of units granted, payable 50% in common stock, 50% in cash.

4. Performance Unit Grant of a maximum of 7,359 units (150% of the base number of Units granted) under the 2008 Performance Plan, contingently payable (to the extent earned) 100% in shares of Common Stock, in February, 2013. The grantee may elect to defer (in Common Stock equivalents) all or a portion of the grant earned. Amounts deferred will be paid in shares of Common Stock. The number of Units paid, which can be zero to 7,359 Units, depends 50% on the attainment of a net income target and 50% on the attainment of a cash flow target over a 1-year period ending December 31, 2010.

5. Non-Qualified Stock Option in respect of shares of common stock granted under the 2008 Performance Plan.

6. The option vests and becomes exercisable in 25% increments over four years commencing one year after the date of grant.

7. Restricted Stock Units, each equivalent to a share of common stock, granted under the 2008 Performance Plan.

8. The Restricted Stock Units vest and convert into shares of common stock in 33% increments each year commencing three years after the date of grant.

Remarks:

	/s/ Anthony E Miller, signing as an attorney-in-fact and agent duly authorized to execute this Form 4 on behalf of Jean-Claude Kihn pursuant to a Power of Attorney dated 1/7/08, a copy of which has been previously filed with the SEC.	02/25/2010
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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