GOODYEAR TIRE & RUBBER CO /OH/
S-8, 1995-12-20
TIRES & INNER TUBES
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<PAGE>   1

   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 20, 1995

                                                        REGISTRATION NO. 33-

                       SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C.  20549
                              ____________________
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                              ____________________
                       THE GOODYEAR TIRE & RUBBER COMPANY

             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

       OHIO                                              34-0253240
(STATE OR OTHER JURISDICTION OF            (I.R.S.EMPLOYER IDENTIFICATION NO.)  
INCORPORATION OR ORGANIZATION)

  1144 EAST MARKET STREET                                     44316-0001
      AKRON, OHIO                                             (ZIP CODE)

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)

                       THE GOODYEAR TIRE & RUBBER COMPANY
              EMPLOYEE SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES
                            (FULL TITLE OF THE PLAN)

                            JAMES BOYAZIS, SECRETARY
                       THE GOODYEAR TIRE & RUBBER COMPANY
                            1144 EAST MARKET STREET
                            AKRON, OHIO  44316-0001
                    (NAME AND ADDRESS OF AGENT FOR SERVICE)
  Telephone number, including area code, of agent for service:  (216) 796-2121
                               __________________
                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                                              PROPOSED
                                                           PROPOSED            MAXIMUM
                                          AMOUNT            MAXIMUM           AGGREGATE          AMOUNT OF
         TITLE OF SECURITIES               TO BE        OFFERING PRICE        OFFERING         REGISTRATION
         TO BE REGISTERED(1)           REGISTERED(2)     PER SHARE(3)         PRICE(3)              FEE
<S>                                     <C>               <C>               <C>                 <C>
  Common Stock, Without Par Value
  (including Preferred Stock             5,000,000
  Purchase Rights)...........             shares           $44.8125         $224,062,500        $77,262.94
</TABLE>
(1)      In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
         as amended, this Registration Statement also covers an
         indeterminate amount of interests to be offered or sold pursuant to
         The Goodyear Tire & Rubber Company Employee Savings Plan for
         Bargaining Unit Employees.
(2)      Pursuant to Rule 416(a) under the Securities Act of 1933, as amended,
         this Registration Statement shall cover such additional shares as may
         hereinafter be offered or issued from stock splits, stock dividends or
         similar transactions.
(3)      Estimated solely for the purpose of calculating the Registration Fee
         pursuant to Rule 457(c), based on the average of the high and low sale
         prices per share of Registrant's Common Stock on December 14, 1995, on
         the New York Stock Exchange Consolidated Transaction Tape, as reported
         in the Wall Street Journal.
<PAGE>   2





                                    PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents, heretofore or hereafter filed with the
Securities and Exchange Commission (the "Commission") pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or the
Securities Act of 1933, as amended (the "Securities Act"), by The Goodyear Tire
& Rubber Company (the "Registrant") or by The Goodyear Tire & Rubber Company
Employee Savings Plan for Bargaining Unit Employees (the "Plan"), are, as of
their respective dates, incorporated in this Registration Statement by
reference and made a part hereof:

         (1)     Registrant's Annual Report on Form 10-K for the fiscal year of
                 Registrant ended December 31, 1994 (File No. 1-1927).

         (2)     Registrant's definitive Proxy Statement dated February 27,
                 1995, for its Annual Meeting of Shareholders held on April 10,
                 1995.

         (3)     Registrant's Quarterly Reports on Form 10-Q for the fiscal
                 quarters ended March 31, 1995, June 30, 1995 and September 30,
                 1995.

         (4)     The description of the Common Stock of Registrant in the
                 Registration Statement on Form 10 filed pursuant to the
                 Exchange Act, and all amendments and reports filed for the
                 purpose of updating such description.

         (5)     Registrant's Registration Statement on Form 8-A dated July 3,
                 1986 for the registration of Preferred Stock Purchase Rights
                 (including the Rights Agreement, as amended, filed as Exhibit
                 2(a) thereto by Form 8 dated April 21, 1993).

         (6)     The Plan's Annual Report on Form 11-K for the fiscal year of
                 the Plan ended December 31, 1994.

         (7)     All documents filed by Registrant or the Plan with the
                 Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of
                 the Exchange Act subsequent to the date of this Registration
                 Statement on Form S-8 and prior to the filing of a
                 post-effective amendment to this Registration Statement on
                 Form S-8 which indicates that all Securities offered pursuant
                 to this Registration Statement have been sold or which
                 deregisters all securities remaining unsold shall be deemed to
                 be incorporated by reference in this Registration Statement
                 and to be a part hereof on and from the date of filing of such
                 documents.





                                      II-1
<PAGE>   3





         Any statements contained in a document incorporated, or deemed to be
incorporated, by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement on Form S-8 to the extent that a
statement contained herein or incorporated herein by reference or in any other
subsequently filed document that also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement.  Any statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement on Form S-8.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERT AND COUNSEL.

         Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Article V of the Code of Regulations of Registrant concerns
indemnification of the Registrant's directors and officers and provides as
follows:

                                INDEMNIFICATION

         "The Company shall indemnify each person who is or was a director,
officer or employee of the Company, or of any other corporation which he served
as such at the request of the Company, against any and all liability and
reasonable expense that may be incurred by him in connection with or resulting
from any claim, action, suit or proceeding (whether brought by or in the right
of the Company or such other corporation or otherwise), civil or criminal, or
in connection with an appeal relating thereto, in which he may become involved,
as a party or otherwise, by reason of his being or having been a director,
officer, or employee of the Company or of such other corporation, or by reason
of any past or future action taken or not taken in his capacity as such
director, officer, or employee, whether or not he continues to be such at the
time such liability or expense is incurred, provided such person acted, in good
faith, in what he reasonably believed to be the best interests of the Company
or such other corporation, as the case may be, and, in addition, in any
criminal action or proceeding, had no reasonable cause to believe that his
conduct was unlawful.  As used in this Article, the terms "liability" and
"expense" shall include, but shall not be limited to, counsel fees and
disbursements and amounts of judgments, fines, or penalties against, and
amounts paid in settlement by, a director, officer, or employee, other than
amounts paid to the Company itself or to such other corporation served at the
Company's request.  The termination of any claim, action, suit, or proceeding,
civil or criminal, by judgment, settlement (whether with or without court
approval) or conviction or upon a plea of guilty or of nolo contendere, or its
equivalent, shall not create a presumption that a director, officer, or
employee did not meet the standards of conduct set forth in the first sentence
of this Article.  Any such director, officer, or employee





                                      II-2
<PAGE>   4





referred to in this Article who has been wholly successful, on the merits or
otherwise, with respect to any claim, action, suit or proceeding of the
character described herein shall be entitled to indemnification as of right.
Except as provided in the preceding sentence, any indemnification hereunder
shall be made at the discretion of the Company, but only if (1) the Board,
acting by a quorum consisting of directors who are not parties to (or who have
been wholly successful with respect to) such claim, action, suit, or
proceeding, shall find that the director, officer, or employee has met the
standards of conduct set forth in the first sentence of this Article, or (2)
independent legal counsel (who may be the regular counsel of the Company) shall
deliver to it their written advice that, in their opinion, such director,
officer, or employee has met such standards.  Expense incurred with respect to
any such claim action, suit, or proceeding may be advanced by the Company prior
to the final disposition thereof upon receipt of an undertaking by or on behalf
of the recipient to repay such amount unless it shall ultimately be determined
that he is entitled to indemnification under this Article.  The rights of
indemnification provided in this Article shall be in addition to any rights to
which any person concerned may otherwise be entitled by contract or as a matter
of law, and shall inure to the benefit of their heirs, executors, and
administrators of any such person."

         Indemnification also may be made available by Registrant to its
directors, officers, employees and agents, and may be available as a matter of
right, under Section 1701.13(E) of the Ohio Revised Code.  Section 1701.13(E)
of the Ohio Revised Code provides as follows:

                 "(E)(1)  A corporation may indemnify or agree to indemnify any
         person who was or is a party, or is threatened to be made a party, to
         any threatened, pending, or completed action, suit, or proceeding,
         whether civil, criminal, administrative, or investigative, other than
         an action by or in the right of the corporation, by reason of the fact
         that he is or was a director, officer, employee, or agent of the
         corporation, or is or was serving at the request of the corporation as
         a director, trustee, officer, employee, member, manager, or agent of
         another corporation, domestic or foreign, nonprofit or for profit, a
         limited liability company, or a partnership, joint venture, trust, or
         other enterprise, against expenses, including attorney's fees,
         judgments, fines, and amounts paid in settlement actually and
         reasonably incurred by him in connection with such action, suit, or
         proceeding, if he acted in good faith and in a manner he reasonably
         believed to be in or not opposed to the best interests of the
         corporation, and, with respect to any criminal action or proceeding,
         if he had no reasonable cause to believe his conduct was unlawful.
         The termination of any action, suit, or proceeding by judgment, order,
         settlement, or conviction, or upon a plea of nolo contendere or its
         equivalent, shall not, of itself, create a presumption that the person
         did not act in good faith and in a manner he reasonably believed to be
         in or not opposed to the best interests of the corporation, and, with
         respect to any criminal action or proceeding, he had reasonable cause
         to believe that his conduct was unlawful.





                                      II-3
<PAGE>   5





                 (2)  A corporation may indemnify or agree to indemnify any
         person who was or is a party, or is threatened to be made a party, to
         any threatened, pending, or completed action or suit by or in the
         right of the corporation to procure a judgment in its favor, by reason
         of the fact that he is or was a director, officer, employee, or agent
         of the corporation, or is or was serving at the request of the
         corporation as a director, trustee, officer, employee, member,
         manager, or agent of another corporation, domestic or foreign,
         nonprofit or for profit, a limited liability company, or a
         partnership, joint venture, trust, or other enterprise, against
         expenses, including attorney's fees, actually and reasonably incurred
         by him in connection with the defense or settlement of such action or
         suit, if he acted in good faith and in a manner he reasonably believed
         to be in or not opposed to the best interests of the corporation,
         except that no indemnification shall be made in respect of any of the
         following:

                 (a) Any claim, issue, or matter as to which such person is
         adjudged to be liable for negligence or misconduct in the performance
         of his duty to the corporation unless, and only to the extent that,
         the court of common pleas or the court in which such action or suit
         was brought determines, upon application, that, despite the
         adjudication of liability, but in view of all the circumstances of the
         case, such person is fairly and reasonably entitled to indemnity for
         such expenses as the court of common pleas or such other court shall
         deem proper;

                 (b)  Any action or suit which the only liability asserted
         against a director is pursuant to Section 1701.95 of the Revised Code.

                 (3)  To the extent that a director, trustee, officer,
         employee, member, manager, or agent has been successful on the merits
         or otherwise in defense of any action, suit, or proceeding referred to
         in division (E)(1) or (2) of this section, or in defense of any claim,
         issue, or matter therein, he shall be indemnified against expenses,
         including attorney's fees, actually and reasonably incurred by him in
         connection with the action, suit, or proceeding.

                 (4)  Any indemnification under division (E)(1) or (2) of this
         section, unless ordered by a court, shall be made by the corporation
         only as authorized in the specific case, upon a determination that
         indemnification of the director, trustee, officer, employee, member,
         manager, or agent is proper in the circumstances because he has met
         the applicable standard of conduct set forth in division (E)(1) or (2)
         of this section.  Such determination shall be made as follows:

                 (a)  By a majority vote of a quorum consisting of directors of
         the indemnifying corporation who were not and are not parties to or
         threatened with the action, suit, or proceeding referred to in
         division (E)(1) or (2) of this section;





                                      II-4
<PAGE>   6





                 (b)  If the quorum described in division (E)(4)(a) of this
         section is not obtainable or if a majority vote of a quorum of
         disinterested directors so directs, in a written opinion by
         independent legal counsel other than an attorney, or a firm having
         associated with it an attorney, who has been retained by or who has
         performed services for the corporation or any person to be indemnified
         within the past five years;

                 (c)  By the shareholders;

                 (d)  By the court of common pleas or the court in which the
         action, suit, or proceeding referred to in division (E)(1) or (2) of
         this section was brought.

                 Any determination made by the disinterested directors under
         division (E)(4)(a) or by independent legal counsel under division
         (E)(4)(b) of this section shall be promptly communicated to the person
         who threatened or brought the action or suit by or in the right of the
         corporation under division (E)(2) of this section, and, within ten
         days after receipt of such notification, such person shall have the
         right to petition the court of common pleas or the court in which such
         action or suit was brought to review the reasonableness of such
         determination.

                 (5)(a)  Unless at the time of a director's act or omission
         that is the subject of an action, suit, or proceeding referred to in
         division (E)(1) or (2) of this section, the articles or the
         regulations of a corporation state, by specific reference to this
         division, that the provisions of this division do not apply to the
         corporation and unless the only liability asserted against a director
         in an action, suit, or proceeding referred to in division (E)(1) or
         (2) of this section is pursuant to section 1701.95 of the Revised
         Code, expenses, including attorney's fees, incurred by a director in
         defending this action, suit, or proceeding shall be paid by the
         corporation as they are incurred, in advance of the final disposition
         of the action, suit, or proceeding, upon receipt of an undertaking by
         or on behalf of the director in which he agrees to do both of the
         following:

                 (i)  Repay such amount if it is proved by clear and convincing
         evidence in a court of competent jurisdiction that his action or
         failure to act involved an act or omission undertaken with deliberate
         intent to cause injury to the corporation or undertaken with reckless
         disregard for the best interests of the corporation;

                 (ii)  Reasonably cooperate with the corporation concerning the
         action, suit, or proceeding.

                 (b)  Expenses, including attorney's fees, incurred by a
         director, trustee, officer, employee, member, manager, or agent in
         defending any action, suit, or proceeding referred to in division
         (E)(1) or (2) of this section, may be paid by the





                                      II-5
<PAGE>   7





         corporation as they are incurred, in advance of the final disposition
         of the action, suit, or proceeding, as authorized by the directors in
         the specific case, upon receipt of an undertaking by or on behalf of
         the director, trustee, officer, employee, member, manager, or agent to
         repay such amount, if it ultimately is determined that he is not
         entitled to be indemnified by the corporation.

                 (6)  The indemnification authorized by this section shall not
         be the exclusive of, and shall be in addition to, any other rights
         granted to those seeking indemnification under the articles, the
         regulations, any agreement, a vote of shareholders or disinterested
         directors, or otherwise, both as to action in their official
         capacities and as to action in another capacity while holding their
         offices or positions, and shall continue as to a person who ceased to
         be a director, trustee, officer, employee, member, manager, or agent
         and shall inure to the benefit of their heirs, executors, and
         administrators of such a person.

                 (7)  A corporation may purchase and maintain insurance or
         furnish similar protection, including, but not limited to, trust
         funds, letters of credit, or self-insurance, on behalf of or for any
         person who is or was a director, officer, employee, or agent of the
         corporation, or is or was serving at the request of the corporation as
         a director, trustee, officer, employee, member, manager, or agent of
         another corporation, domestic or foreign, nonprofit or for profit, a
         limited liability company, or a partnership, joint venture, trust or
         other enterprise, against any liability asserted against him and
         incurred by him in any such capacity, or arising out of his status as
         such, whether or not the corporation would have the power to indemnify
         him against such liability under this section.  Insurance may be
         purchased from or maintained with a person in which the corporation
         has a financial interest.

                 (8)  The authority of a corporation to indemnify persons
         pursuant to division (E)(1) or (2) of this section does not limit the
         payment of expenses as they are incurred, indemnification, insurance,
         or other protection that may be provided pursuant to divisions (E)(5),
         (6), and (7) of this section.  Divisions (E)(1) and (2) of this
         section do not create any obligation to repay or return payments made
         by the corporation pursuant to division (E)(5), (6), or (7).

                 (9)  As used in division (E) of this section, "corporation"
         includes all constituent entities in a consolidation or merger and the
         new or surviving corporation, so that any person who is or was a
         director, officer, employee, trustee, member, manager, or agent of
         such a constituent entity, or is or was serving at the request of such
         constituent entity as a director, trustee, officer, employee, member,
         manager, or agent of another corporation, domestic or foreign,
         nonprofit or for profit, a limited liability company, or a
         partnership, joint venture, trust, or other enterprise, shall stand in
         the same position under this





                                      II-6
<PAGE>   8





         section with respect to the new or surviving corporation as he would
         if he had served the new or surviving corporation in the same
         capacity."

         Registrant maintains and pays the premiums on contracts insuring
Registrant (with certain exclusions) against any liability to directors and
officers it may incur under the above provisions for indemnification and
insuring each director and officer of Registrant (with certain exclusions)
against liability and expense, including legal fees, which he or she may incur
by reason of his or her relationship to Registrant, even if Registrant does not
have the obligation or right to indemnify such director or officer against such
liability or expense.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8.  EXHIBITS.

EXHIBIT EXHIBIT
 ITEM   NUMBER                        DESCRIPTION
- ------  -------                       -----------

  4      4.1(A)  Certificate of Amended Articles of Incorporation of
                 Registrant, dated December 20, 1954, and Certificate of
                 Amendment to Amended Articles of Incorporation of Registrant,
                 dated April 6, 1993 (two documents comprising Registrant's
                 Articles of Incorporation as amended to date).

         4.1(B)  Code of Regulations, adopted November 22, 1955, and
                 amended April 5, 1985, April 7, 1980, April 6, 1981
                 and April 13, 1987.

         4.2     Specimen nondenominational Certificate for shares of
                 Common Stock, without par value, of Registrant, First
                 Chicago Trust Company of New York as Transfer Agent
                 and Registrar, effective for issuance of new
                 certificates on or after May 4, 1993.

         4.3     Rights Agreement, dated as of July 2, 1986, between
                 Registrant and Manufacturers Hanover Trust Company,
                 Rights Agent (originally filed as Exhibit 4(a) to
                 Registrant's Current Report on Form 8-K dated July 2,
                 1986 and as Exhibit 2(a) to Registrant's Registration
                 Statement on Form 8-A dated July 3, 1986, File No.
                 1-1927), as amended by that certain Amendment to
                 Rights Agreement dated as of April 6, 1993 between
                 Registrant and First Chicago Trust Company of New
                 York, successor Rights Agent.

         4.4     The Goodyear Tire & Rubber Company Employee Savings
                 Plan for Bargaining Unit Employees (February 1, 1996
                 Restatement), as amended effective February 1, 1996 (the 
                 "Plan").





                                      II-7
<PAGE>   9





EXHIBIT EXHIBIT
 ITEM   NUMBER                              DESCRIPTION
- ------  ------                              -----------

         4.5              Trust Agreement for The Goodyear Tire & Rubber
                          Company Commingled Trust, dated July 1, 1984,
                          relating to The Goodyear Tire & Rubber Company
                          Savings Plan for Bargaining Unit Employees and to
                          certain other plans of The Goodyear Tire & Rubber
                          Company, as amended November 1, 1995 (the "Trust
                          Agreement").

  5                       a)  All shares of the Common Stock of Registrant held
                          in the Plan Trust were acquired by the Plan Trustee
                          in open market transactions.  No original issue or
                          treasury shares of the Common Stock of Registrant
                          have been, or are presently intended to be, issued by
                          Registrant to the Plan.  In accordance with
                          subparagraph (a) of Item 8 to Form S-8, no opinion
                          of counsel concerning the legality of the securities
                          being registered is filed herewith.  In the event
                          that at a future date Registrant desires to issue
                          original issue or treasury shares of its Common Stock
                          to the Plan, Registrant will file a Post-Effective
                          amendment containing an opinion of counsel regarding
                          the legality of shares of Registrant's Common Stock
                          issued to the Plan by Registrant.

         5.1              Determination letter issued by the Internal Revenue
                          Service (the "IRS") dated May 22, 1995 regarding the
                          Plan and a determination letter issued by the IRS
                          dated May 21, 1986 regarding the Plan Trust.

                          b)  The Plan, as amended and in effect prior to the
                          amendment and restatement adopted effective February
                          1, 1996, is a tax qualified plan under Section 401(a)
                          of the Internal Revenue Code of 1986, as amended (the
                          "Code") and the Plan Trust is exempt from taxation
                          under Section 501(a) of the Code.  (See Undertaking
                          below).

                                            UNDERTAKING

                          Registrant undertakes to submit The Goodyear Tire &
                          Rubber Company Employee Savings Plan for Bargaining
                          Unit Employees (the "Plan") to the IRS in a timely
                          manner to obtain a determination letter from the IRS
                          to the effect that the Plan as amended and restated
                          effective February 1, 1996 remains qualified under
                          Section 401(a) of the Code and that the Plan Trust
                          remains exempt from taxation under Section 501(a) of
                          the Code.  Registrant also undertakes to make all
                          changes, if any, required by the IRS in order to
                          obtain IRS determinations that the Plan remains
                          qualified under Section 401(a) of the Code and that
                          the Plan Trust remains exempt from taxation under
                          Section 501(a) of the Code.

         15               Not applicable.





                                      II-8
<PAGE>   10





EXHIBIT EXHIBIT
 ITEM   NUMBER                              DESCRIPTION
- ------  -------                             -----------

         24               The consent of Price Waterhouse, independent
                          accountants, to the incorporation by reference in
                          this Registration Statement on Form S-8 of their
                          report dated February 8, 1995 appearing at page 30 of
                          Registrant's Annual Report on Form 10-K for the year
                          ended December 31, 1994, and of their report dated
                          December 15, 1995, appearing in Annex A to The
                          Goodyear Tire & Rubber Company Employee Savings Plan
                          for Bargaining Unit Employees Annual Report on Form
                          11-K for the year ended December 31, 1994.

         25               Power of Attorney, dated December 5, 1995,
                          authorizing Robert W Tieken, C Thomas Harvie, Richard
                          W Hauman and James Boyazis to sign this Registration
                          Statement on behalf of the Registrant and certain of
                          the directors and officers of Registrant.

         28               Not applicable.

         99               Not applicable.

ITEM 9.  UNDERTAKINGS.

         A.  The undersigned Registrant hereby undertakes:

                 (1)  To file, during any period in which offers or sales are
         being made, a post-effective amendment to this Registration Statement:
         (i) to include any prospectus required by Section 10(a)(3) of the
         Securities Act of 1933; (ii) to reflect in the prospectus any facts or
         events arising after the effective date of the Registration Statement
         (or the most recent post-effective amendment thereof, which,
         individually or in the aggregate, represent a fundamental change in
         the information set forth in the Registration Statement; and (iii) to
         include any material information with respect to the plan of
         distribution not previously disclosed in the Registration Statement or
         any material change to such information in the Registration Statement,
         including (but not limited to) any addition or deletion of a managing
         underwriter; provided, however, that paragraphs (A)(1)(i) and
         (A)(1)(ii) do not apply if the Registration Statement is on Form S-3
         or Form S-8, and the information required to be included in a
         post-effective amendment by those paragraphs is contained in periodic
         reports filed by the Registrant pursuant to Section 13 or Section
         15(d) of the Securities Exchange Act of 1934 that are incorporated by
         reference in the Registration Statement.

                 (2)  That, for the purpose of determining any liability under
         the Securities Act of 1933, each post-effective amendment shall be
         deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time
         shall be deemed to be the initial bona fide offering thereof.





                                      II-9
<PAGE>   11





                 (3)  To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold
         at the termination of the offering.

         B.  The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         C.  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.





                                   SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Akron, State of Ohio, on the 20th day of
December, 1995.

                                             THE GOODYEAR TIRE & RUBBER COMPANY


                                             By:    /s/ Richard W Hauman
                                                ------------------------------
                                                    Richard W Hauman,
                                                    Vice President and Treasurer





                                     II-10
<PAGE>   12





         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>
         SIGNATURE                         TITLE                                     DATE
         ---------                         -----                                     ----
<S>                               <C>                               <C>      <C>
Stanley C Gault                   Chairman of the Board,            )
                                  Chief Executive Officer           )
                                  and Director (Principal           )
                                  Executive Officer)                )
                                                                    )
Robert W Tieken                   Executive Vice President          )
                                  (Principal Financial              )
                                  Officer)                          )
                                                                    )
George E Strickler                Vice President and                )        By:  /s/ Richard W Hauman                         
                                  Comptroller (Principal            )           ----------------------
                                  Accounting Officer)               )               Richarard W Hauman
John G Breen                      Director                          )        Signing as Attorney-in-Fact
William E Butler                  Director                          )        for the directors and officers
Thomas H Cruikshank               Director                          )        whose names appear opposite
Samir F Gibara                    Director                          )
William J Hudson, Jr              Director                          )            December 20, 1995
Gertrude G Michelson              Director                          )
Steven A Minter                   Director                          )
Agnar A Pytte                     Director                          )
George H Schofield                Director                          )
William C Turner                  Director                          )
</TABLE>

         Pursuant to the requirements of the Securities Act of 1933, The
Goodyear Tire & Rubber Company, in its capacity as Plan Administrator of The
Goodyear Tire & Rubber Company Employee Savings Plan for Bargaining Unit
Employees, has duly caused this Registration Statement to be signed on behalf
of The Goodyear Tire & Rubber Company Employee Savings Plan for Bargaining Unit
Employees by the undersigned, thereunto duly authorized in the City of Akron,
State of Ohio, on the 20th day of December, 1995.

                                       THE GOODYEAR TIRE & RUBBER COMPANY
                                       EMPLOYEE SAVINGS PLAN FOR BARGAINING
                                           UNIT EMPLOYEES

                                       BY:  THE GOODYEAR TIRE & RUBBER COMPANY,
                                                THE PLAN ADMINISTRATOR

                                       By:  /s/ Richard W Hauman
                                          -----------------------------------
                                            Richard W Hauman,
                                            Vice President and Treasurer
                                                        of
                                          The Goodyear Tire & Rubber Company





                                     II-11
<PAGE>   13





                               INDEX OF EXHIBITS
                               -----------------

EXHIBIT EXHIBIT
 ITEM   NUMBER                              DESCRIPTION
- ------  -------                             -----------

  4      4.1(A)           Certificate of Amended Articles of Incorporation of
                          Registrant, dated December 20, 1954, and Certificate
                          of Amendment to Amended Articles of Incorporation of
                          Registrant, dated April 6, 1993 (two documents
                          comprising Registrant's Articles of Incorporation as
                          amended to date).

         4.1(B)           Code of Regulations, adopted November 22, 1955, and
                          amended April 5, 1985, April 7, 1980, April 6, 1981
                          and April 13, 1987.

         4.2              Specimen nondenominational Certificate for shares of
                          Common Stock, without par value, of Registrant, First
                          Chicago Trust Company of New York as Transfer Agent
                          and Registrar, effective for issuance of new
                          certificates on or after May 4, 1993.

         4.3              Rights Agreement, dated as of July 2, 1986, between
                          Registrant and Manufacturers Hanover Trust Company,
                          Rights Agent (originally filed as Exhibit 4(a) to
                          Registrant's Current Report on Form 8-K dated July 2,
                          1986 and as Exhibit 2(a) to Registrant's Registration
                          Statement on Form 8-A dated July 3, 1986, File No.
                          1-1927), as amended by that certain Amendment to
                          Rights Agreement dated as of April 6, 1993 between
                          Registrant and First Chicago Trust Company of New
                          York, successor Rights Agent.

         4.4              The Goodyear Tire & Rubber Company Employee Savings
                          Plan for Bargaining Unit Employees (February 1, 1996
                          Restatement), as amended effective February 1, 1996 
                          (the "Plan").

         4.5              Trust Agreement for The Goodyear Tire & Rubber
                          Company Commingled Trust, dated July 1, 1984,
                          relating to The Goodyear Tire & Rubber Company
                          Employee Savings Plan for Bargaining Unit Employees
                          and to certain other plans of The Goodyear Tire &
                          Rubber Company, as amended November 1, 1995 (the
                          "Trust Agreement").
<PAGE>   14





EXHIBIT EXHIBIT
 ITEM   NUMBER                                     DESCRIPTION
- ------- -------                                    -----------

  5

         5.1              Determination letter issued by the Internal Revenue
                          Service dated May 22, 1995 regarding the Plan and a
                          determination letter dated May 21, 1986 regarding the
                          Plan Trust.

         24               The consent of Price Waterhouse, independent
                          accountants, to the incorporation by reference in
                          this Registration Statement on Form S-8 of their
                          report dated February 8, 1995 appearing at page 30 of
                          Registrant's Annual Report on Form 10-K for the year
                          ended December 31, 1994, and of their report dated
                          December 15, 1995, appearing in Annex A to The
                          Goodyear Tire & Rubber Company Employee Savings Plan
                          for Bargaining Unit Employees Annual Report on Form
                          11-K for the year ended December 31, 1994.

         25               Power of Attorney, dated December 5, 1995,
                          authorizing Robert W Tieken, C Thomas Harvie, Richard
                          W Hauman and James Boyazis to sign this Registration
                          Statement on behalf of the Registrant and certain of
                          the directors and officers of Registrant.

<PAGE>   1

                                  CERTIFICATE
                                       OF
                       AMENDED ARTICLES OF INCORPORATION
                                       OF
                       THE GOODYEAR TIRE & RUBBER COMPANY


   E. J. Thomas, President, and Arden E. Firestone, Secretary, of The Goodyear
Tire & Rubber Company, an Ohio corporation, with its principal office located at
Akron, Ohio, do hereby certify that a meeting of the holders of the shares of
Common Stock of said corporation (being the only class of shares outstanding)
entitled to vote on the proposal to adopt the Amended Articles of Incorporation
as contained in the following resolution was duly called and held on the 20th
day of December, 1954, at which meeting a quorum of such shareholders was
present in person or by proxy, and that by the affirmative vote of the holders
of shares entitled under the Articles to exercise at least two-thirds of the
voting power of the corporation on such proposal (the Articles not requiring a
greater proportion of such voting power) the following resolution was adopted:

            RESOLVED, That The Goodyear Tire & Rubber Company hereby adopts the
         following Amended Articles of Incorporation and that the President or
         a Vice President and the Secretary or an Assistant Secretary of this
         Corporation are hereby authorized and directed, on behalf of this
         Corporation, to sign and file in the Office of the Secretary of State
         of the State of Ohio, so as to make such Amended Articles of
         Incorporation become effective, a certificate containing a copy of the
         resolution adopting such Amended Articles of Incorporation and a
         statement of the manner of the adoption thereof:

                       AMENDED ARTICLES OF INCORPORATION

                                       OF

                       THE GOODYEAR TIRE & RUBBER COMPANY

                                ---------------

   The Goodyear Tire & Rubber Company, a Corporation for profit heretofore
organized under the General Incorporation Laws of the State of Ohio, adopts
these Amended Articles of Incorporation:

       FIRST:  The name of said Corporation shall be The Goodyear Tire & Rubber
Company.
       SECOND: Said Corporation is to be located at Akron in Summit County,
Ohio, and its principal business there transacted.
       THIRD:  Said Corporation is formed for the following purposes:

          (a)  To produce, manufacture, purchase, import, or otherwise acquire,
to own, process, operate, develop and use, to sell, lease, exchange, export or
otherwise dispose of or turn to account, and to generally deal in, and to render
any service in respect of: rubber, both natural and synthetic, compounds
thereof, substitutes therefor, substances having properties or
<PAGE>   2
                                       2

uses similar thereto, and articles produced in whole or in part therefrom,
including without limitation tires and tubes of all types and kinds, belts, and
mechanical goods, cotton, rayon and other fibrous materials and articles of
which cotton, rayon or other fibrous materials are a component part, metals,
rims and automotive parts and accessories, guns, ammunition and other articles
useful in the national defense, aircraft and parts and accessories therefor,
and, in general, goods, commodities, and articles of personal property of
whatever nature, and to carry on and conduct the general business of
manufacturing and merchandising.

   (b)   To establish, maintain, and operate chemical, physical, and other
laboratories and to carry on chemical, physical, and industrial research of
every kind and character as may be necessary, useful or convenient in connection
with any business of the Corporation, and to produce, manufacture, construct,
import, purchase or otherwise acquire, to own, process, develop and use, to
sell, lease, exchange, export or otherwise dispose of or turn to account and
generally to deal in and with articles or substances invented or developed
thereby.

   (c)   To manufacture, construct, mine, produce, import, purchase, lease or
otherwise acquire, hold, own, use, process, maintain, operate, export, mortgage,
sell, convey, assign and otherwise dispose of, distribute, deal in and turn to
account machinery, apparatus, tools, implements, equipment, materials, supplies,
and other personal property of every kind and character which can or may be
advantageously used, consumed or dealt in by the Corporation in connection with
any business it is authorized to conduct; and, in general, to buy, sell,
produce, manufacture, process, use, export, import, trade in, deal with and turn
to account goods, wares, and merchandise of every class and description.

   (d)   To purchase, lease or otherwise acquire, own, hold, use, maintain,
operate, cultivate, develop, sell, lease, convey, exchange or otherwise
dispose of real estate, leaseholds, and other interests in real estate, and to
construct, equip, occupy, improve, use, operate, sell, lease, exchange or
otherwise dispose of buildings, factories, hangars, mills, workshops,
machineshops, laboratories, storehouses, offices, residences, stores, hotels,
facilities, and structures of all kinds, necessary, useful or convenient in
connection with any of the businesses or operations of the Corporation.

   (e)   To secure, register, purchase, lease, license, or otherwise to acquire,
and to hold, own, use, operate, develop, improve, introduce, grant licenses in
respect of, sell, assign, and otherwise dispose of and turn to account, letters
patent of the United States or any foreign country, patent rights, licenses,
privileges, inventions, devices, improvements, formulas, concessions,
processes, secret or otherwise, copyrights, trademarks, trade names and rights
analogous thereto granted by, recognized or otherwise existing under the laws of
the United States or any foreign country.

   (f)   To borrow money or otherwise use its credit for its corporate purposes,
to issue bonds, debentures, notes and other obligations, secured or unsecured,
from time to time, for moneys borrowed or for property acquired, or for any
other of the purposes of the Corporation, and to secure the same by mortgage,
deed of trust, pledge, or other lien upon any or all of the properties, rights,
privileges or franchises of the Corporation.

   (g)   To purchase, by subscription or otherwise, or acquire in any manner,
and to sell, negotiate, guarantee, assign, deal in, exchange, transfer, pledge
or otherwise dispose of, shares of the capital stock, scrip, bonds, coupons,
mortgages, debentures, debenture stock, acceptances, drafts, securities, and any
other evidences of indebtedness of, or interest in, other corporations, joint
stock companies or associations, whether public, private or municipal, or of
any corporate body, domestic or foreign, and while the owner thereof, to

<PAGE>   3
                                       3

possess and exercise in respect thereof all the rights, powers, and privileges
of ownership, including but not limited to the right to vote thereon.

   (h)  To aid, in any manner whatsoever, any corporation, association,
copartnership or individual in whose business the Corporation may be in any way
interested or any of whose properties, including shares of capital stock, bonds
or other obligations or securities, are held by the Corporation or in which it
is in any way interested, and to do any acts or things which are or which may
appear necessary, useful, convenient or appropriate for the preservation,
protection, improvement or enhancement of the value of any such business or
property, or for the promotion of any interests of the Corporation.

   (i)  To lend money or credit, with or without security, and to guarantee
and become surety for payment of money and the performance of contracts or
obligations of any and all kinds, provided it shall not carry on the business of
an indemnity or a surety company.

   (j)  To purchase or otherwise acquire the whole or any part of the property,
assets, business, good will, and rights, and to undertake or assume the whole or
any part of the bonds, mortgages, franchises, leases, contracts, indebtedness,
guarantees, liabilities, and obligations of any person, firm or corporation,
and to pay therefor in whole or in part with shares of its own capital stock,
cash, bonds, debentures, notes or other obligations, or evidences of
indebtedness of the Corporation or otherwise; and to hold or in any manner
dispose of any part or all of the property, assets, business, good will, and
right so acquired, and to conduct in any lawful manner the whole or any part of
the business so acquired, and to exercise all the powers necessary or convenient
in and about the management and conduct of such business.

   (k)  In general, to carry on any lawful business whatsoever in connection
with or incidental to the foregoing, or which has for its object the
promotion, directly or indirectly, of the general interests of the Corporation,
or the protection, improvement, preservation or enhancement of the value of its
properties and rights, and to do whatever it may deem necessary, convenient or
proper for the accomplishment of any one or more of the purposes of the
Corporation, and, to the same extent and as fully as any natural person might
lawfully or could do, to do all and every lawful act and thing, and to enter
into and perform contracts of every kind and description with any person, firm,
association, corporation, municipality, county, state, body politic or
government, or subdivision thereof, without limitation as to amount, necessary,
suitable or convenient for the accomplishment of any of the purposes of the
Corporation or incident to any of the powers hereinbefore enumerated, the
enumeration of specific powers not being a limitation or restriction in any
manner of the general powers of the Corporation.

   (l)  To do all or any of such acts and things and exercise any of such acts
in any state of the United States, in any district, territory, colony,
protectorate or possession thereof, and in any and all foreign countries, and
to maintain such offices, branches, plants, properties, plantations, mines,
and establishments in any or all thereof that may be deemed advisable by the
Corporation.

   FOURTH:  The number of shares which the Corporation is authorized to have
outstanding is 15,000,000, all of which shall be Common Stock with a par value
of $5 each (being the shares heretofore authorized as shares with a par value
of $10 each) having the terms and provisions set forth in these Amended Articles
of Incorporation. Each holder of record of Common Stock shall be entitled to one
vote for each share of said Common Stock standing in his name on the books of
the Corporation.
<PAGE>   4
                                       4

   No holder of Common Stock, present, past, or future, shall be entitled as
such as a matter of right to subscribe for or purchase any part of not exceeding
500,000 shares of such Common Stock which may, subsequent to October 31, 1954 be
allotted and sold to employees of the Corporation or any of its subsidiaries,
pursuant to such plan or plans for such allotment and sale as the Board of
Directors has determined or may from time to time determine, whether any such
shares of Common Stock shall be issued for cash, property, services or
otherwise.

   FIFTH:   The total stated capital of the Corporation at the time of adopting
these Amended Articles of Incorporation is $45,532,000.00.

   SIXTH:   These Amended Articles of Incorporation supersede and take the
place of the heretofore existing Amended Articles of Incorporation, adopted
March 31, 1952, and filed in the Office of the Secretary of the State of Ohio on
April 3, 1952, including all Certificates of Amendment to Amended Articles of
Incorporation subsequently filed in the Office of the Secretary of the State
of Ohio.

   IN WITNESS WHEREOF, said E. J. Thomas, President, and Arden E. Firestone,
Secretary, of The Goodyear Tire & Rubber Company, acting for and on behalf of
said corporation, have hereunto subscribed their names and caused the seal of
said corporation to be hereunto affixed this 20th day of December, 1954.

                                            BY E. J. THOMAS
                                                       President
(CORPORATE SEAL)

                                            BY ARDEN E. FIRESTONE
                                                       Secretary

UNITED STATES OF AMERICA,            )

STATE OF OHIO,                       )

OFFICE OF THE SECRETARY OF STATE.    )

   I,                                   , Secretary of State of the State of
Ohio, do hereby certify that the foregoing is an exemplified copy, carefully
compared by me with the original record now in my official custody as Secretary
of State, and found to be true and correct, of the

                                  CERTIFICATE
                                       OF
                       AMENDED ARTICLES OF INCORPORATION
                                       OF
                       THE GOODYEAR TIRE & RUBBER COMPANY

filed in this office on the 30th day of December A. D. 1954 and recorded in
Volume 696, Page 255, of the Records of Incorporations.


                                       WITNESS my hand and official seal, at
                                         Columbus, Ohio, this
                                         day of                  A-D.



                                                Secretary of State

<PAGE>   5
                            CERTIFICATE OF AMENDMENT
                                       TO
                       AMENDED ARTICLES OF INCORPORATION
                                       OF
                       THE GOODYEAR TIRE & RUBBER COMPANY

   Hoyt M. Wells, President, and James Boyazis, Secretary, of The Goodyear
Tire & Rubber Company, an Ohio Corporation, with its principal office located at
Akron, Summit County, Ohio, do hereby certify that a meeting of the holders of
the shares of Common Stock of said corporation (being the only class of shares
outstanding) entitling them to vote on the proposal to amend the Amended
Articles of Incorporation thereof, as Contained in the following resolution, was
duly called and held on the 5th day of April, 1993, at which meeting a quorum of
such shareholders was present in person or by proxy, and that by the affirmative
vote of the holders of shares entitled under the Amended Articles of Incorpora-
tion to exercise at least two-thirds of the voting power of the corporation on
such proposal (the Amended Articles of Incorporation not requiring a greater
proportion of such voting power) the following resolution was adopted:

       RESOLVED, that The Goodyear Tire & Rubber Company hereby adopts the
   following amendment to its Amended Articles of Incorporation and that the
   President or a Vice President and the Secretary or an Assistant Secretary of
   The Goodyear Tire & Rubber Company are hereby authorized and directed to sign
   and file in the office of the Secretary of State of the State of Ohio a
   certificate containing a copy of the resolution adopting the amendment and a
   statement of the manner of its adoption:

       The Amended Articles of Incorporation are hereby amended by striking out
   in its entirety Article FOURTH and substituting in lieu thereof the
   following:

       FOURTH: The maximum number of shares which the Corporation is authorized
   to have outstanding is 350,000,000, consisting of 300,000,000 shares of
   Common Stock without par value (hereinafter referred to as "Common Stock")
   and 50,000,000 shares of Preferred Stock without par value (hereinafter
   referred to as "Preferred Stock").

       The express terms of the shares of each class are as follows:


                                     PART A
                       EXPRESS TERMS OF THE COMMON STOCK

Section 1.  General.

   The Common Stock shall be subject to the express terms of the Preferred
Stock and any series thereof. Each share of Common Stock shall be equal to each
other share of Common Stock. Each holder of record of Common Stock shall be
entitled to one vote for each share of said Common Stock standing in his or her
name on the books of the Corporation upon all matters presented to the
shareholders.

Section 2.  Preemptive Rights.

   No holder of Common Stock, present, past or future, shall be entitled as such
as a matter of right to subscribe for or purchase any part of any new or
additional issue of stock or of securities of the Corporation convertible into
stock of any class whatsoever, whether now or hereafter authorized, and whether
issued for cash, property, services or otherwise.

                                       1

<PAGE>   6

Section 3. Purchase of Shares by Corporation.

   The Corporation is authorized to purchase shares of Common Stock at such
times, in such manner, for such reasons and on such terms and conditions as
shall be deemed appropriate by the Board of Directors.

                                     PART B

                      EXPRESS TERMS OF THE PREFERRED STOCK

Section 1. Series.

   The Preferred Stock may be issued from time to time in one or more series.
All shares of Preferred Stock shall be of equal rank and the express terms
thereof shall be identical, except in respect of the terms that may be fixed by
the Board of Directors as hereinafter provided, and each share of each series
shall be identical with all other shares of such series, except as to the date
from which dividends are cumulative. Subject to the provisions of Sections 2
through 8, inclusive, of this Part B, which shall apply to all Preferred Stock,
the Board of Directors is hereby authorized to cause shares of Preferred Stock
to be issued in one or more series and with respect to each such series to
determine and fix:

   (a) The designation of the series, which may be by distinguishing number,
letter or title.

   (b) The authorized number of shares constituting the series, which number the
Board of Directors may, except to the extent otherwise provided in the creation
of the series, from time to time increase or decrease, but not below the number
of shares thereof then outstanding.

   (c) The rate at which dividends shall be payable on shares of such series.

   (d) The dates on which dividends, if declared, shall be payable on shares of
such series and the dates from which dividends shall be cumulative.

   (e) The redemption rights and price or prices, if any, for shares of the
series.

   (f) The amount, terms, conditions and manner of operation of any retirement
or sinking fund to be provided for the purchase or redemption of shares of the
series.

   (g) The amounts payable on shares of the series in the event of any voluntary
or involuntary liquidation, dissolution or winding up of the affairs of the
Corporation.

   (h) Whether the shares of the series shall be convertible into shares of any
other class or series, and, if so, the specification of such other class or
series, the conversion price or prices or rate or rates, any adjustments
thereof, the date or dates as of which such shares shall be convertible and all
other terms and conditions upon which such conversion may be made.

   (i) The conditions or restrictions, if any, upon the issue of any additional
shares of the same series or of any other class or series.

   The Board of Directors is authorized to adopt from time to time amendments
to the Amended Articles of Incorporation fixing, with respect to each series,
the matters described in clauses (a) to (i), inclusive, of this Section 1.

Section 1-A. Series A $10.00 Preferred Stock, Without Par Value.

   A series of Preferred Stock is hereby created having the following terms:

   1. Designation. The shares of such series are designated as: "Series A $10.00
Preferred Stock, without par value."

                                       2
<PAGE>   7

   2.  Authorized Number of Shares - Fractional Shares. The authorized number
of shares constituting the Series A $10.00 Preferred Stock is 3,000,000. Series
A $10.00 Preferred Stock may be issued in fractions of a share which shall
entitle the holder, in proportion to such holder's fractional shares, to
exercise voting rights, receive dividends, participate in distributions and to
have the benefit of all other rights of holders of Series A $10.00 Preferred
Stock.

   3. Dividends and Distributions. (A) Subject to any prior and superior rights
of the holders of any series of Preferred Stock ranking prior and superior to
the shares of Series A $10.00 Preferred Stock with respect to dividends that may
be authorized by the Amended Articles of Incorporation, the holders of shares of
Series A $10.00 Preferred Stock shall be entitled prior to the payment of any
dividends on shares ranking junior to the Series A $10.00 Preferred Stock to
receive, when, as and if declared by the Board of Directors out of funds legally
available for the purpose, quarterly dividends payable in cash on the last day
of January, April, July and October in each year (each such date being referred
to herein as a "Quarterly Dividend Payment Date"), commencing on the first
Quarterly Dividend Payment Date after the first issuance of a share or fraction
of a share of Series A $10.00 Preferred Stock, in an amount per share (rounded
to the nearest cent) equal to the greater of (a) $10.00 or (b) subject to the
provisions for adjustment hereinafter set forth, 100 times the aggregate per
share amount of all cash dividends, and 100 times the aggregate per share amount
(payable in kind) of all non-cash dividends or other distributions other than a
dividend payable in shares of Common Stock or a subdivision of the outstanding
shares of Common Stock (by reclassification or otherwise), declared on the
Common Stock since the immediately preceding Quarterly Dividend Payment Date,
or, with respect to the first Quarterly Dividend Payment Date, since the first
issuance of any share or fraction of a share of Series A $10.00 Preferred Stock.
In the event the Corporation shall at any time after July 28, 1986 (the "Rights
Declaration Date") (i) declare any dividend on Common Stock payable in shares of
Common Stock, (ii) subdivide the Outstanding Common Stock, or (iii) combine the
outstanding Common Stock into a smaller number of shares, then in each such case
the amount to which holders of shares of Series A $10.00 Preferred Stock were
entitled immediately prior to such event under clause (b) of the preceding
sentence shall be adjusted by multiplying such amount by a fraction the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.

   (B) The Corporation shall declare a dividend or distribution on the Series A
$10.00 Preferred Stock as provided in paragraph (A) above immediately after it
declares a dividend or distribution on the Common Stock (other than a dividend
payable in shares of Common Stock); provided that, in the event no dividend or
distribution shall have been declared on the Common Stock during the period
between any Quarterly Dividend Payment Date and the next subsequent Quarterly
Payment Date, a dividend of $10.00 per share on the Series A $10.00 Preferred
Stock shall nevertheless be payable on such subsequent Quarterly Dividend
Payment Date.

     (C) Dividends shall begin to accrue and be cumulative on outstanding shares
of Series A $10.00 Preferred Stock from the Quarterly Dividend Payment Date next
preceding the date of issue of such shares of Series A $10.00 Preferred Stock,
unless the date of issue of such shares is prior to the record date for the
first Quarterly Dividend Payment Date, in which case dividends on such shares
shall begin to accrue from the date of issue of such shares, or unless the date
of issue is a Quarterly Dividend Payment Date or is a date after the record date
for the determination of holders of shares of Series A $10.00 Preferred Stock
entitled to receive a quarterly dividend and before such Quarterly Dividend
Payment Date, in either of which events such dividends shall begin to accrue and
be cumulative from such Quarterly Dividend Payment Date.

                                       3
<PAGE>   8

   (D) Accrued but unpaid dividends shall not bear interest. Dividends paid on
the shares of Series A $10.00 Preferred Stock in an amount less than the total
amount of such dividends at the time accrued and payable on such shares shall be
allocated pro rata on a share-by-share basis among all such shares at the time
outstanding. The Board of Directors may fix a record date for the determination
of holders of shares of Series A $10.00 Preferred Stock entitled to receive
payment of a dividend or distribution declared thereon, which record date shall
be no more than 60 days prior to the date fixed for the payment thereof.

   (E) Dividends in full shall not be declared or paid or set apart for payment
on the Series A $10.00 Preferred Stock for a dividend period terminating on the
Quarterly Dividend Payment Date unless dividends in full have been declared or
paid or set apart for payment on the Preferred Stock of all series (other than
series with respect to which dividends are not cumulative from a date prior to
such dividend date) for the respective dividend periods terminating on such
dividend date. When the dividends are not paid in full on all series of the
Preferred Stock, the shares of all series shall share ratably in the payment of
dividends, including accumulations, if any, in accordance with the sums which
would be payable on said shares if all dividends were declared and paid in full.

   4. Liquidation, Dissolution or Winding Up. (A) Upon any liquidation,
dissolution or winding up of the Corporation, no distribution shall be made to
the holders of shares of stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Series A $10.00 Preferred Stock
unless, prior thereto, the holders of shares of Series A $10.00 Preferred Stock
shall have received $10.00 per share, plus an amount equal to accrued and unpaid
dividends and distributions thereon, whether or not declared, to the date of
such payment (the "Series A Liquidation Preference"). Following the payment of
the full amount of the Series A Liquidation Preference, no additional
distributions shall be made to the holders of shares of Series A $10.00
Preferred Stock unless, prior thereto, the holders of shares of Common Stock
shall have received an amount per share (the "Common Adjustment") equal to the
quotient obtained by dividing (i) the Series A Liquidation Preference by (ii)
100 (as appropriately adjusted as set forth in subparagraph (C) below to reflect
such events as stock splits, stock dividends and recapitalizations with respect
to the Common Stock) (such number in clause (ii) is hereinafter referred to as
the "Adjustment Number"). Following the payment of the full amount of the Series
A Liquidation Preference and the Common Adjustment in respect of all
outstanding shares of Series A $10.00 Preferred Stock and Common Stock,
respectively, holders of Series A $10.00 Preferred Stock and holders of shares
of Common Stock shall receive their ratable and proportionate share of the
remaining assets to be distributed in the ratio of the Adjustment Number to 1
with respect to such Preferred Stock and Common Stock, on a per share basis,
respectively.

   (B) In the event, however, that there are not sufficient assets available to
permit payment in full of the Series A Liquidation Preference and the
liquidation preferences of all other series of Preferred Stock, if any, which
rank on a parity with the Series A $10.00 Preferred Stock, then such remaining
assets shall be distributed ratably to the holders of such parity shares in
proportion to their respective liquidation preferences. In the event, however,
that there are not sufficient assets available to permit payment in full of the
Common Adjustment, then such remaining assets shall be distributed ratably to
the holders of Common Stock.

   (C) In the event the Corporation shall at any time after the Rights
Declaration Date (i) declare any dividend on Common Stock payable in shares of
Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the
outstanding Common Stock into a smaller number of shares, then in each such case
the Adjustment Number in effect immediately prior to such event shall be
adjusted by multiplying such Adjustment Number by a fraction the numerator of
which is the number of shares of Common Stock that were

                                       4
<PAGE>   9

outstanding immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately prior to such
event.

   5. Conversion on Merger, Consolidation, etc. In case the Corporation shall
enter into any merger, consolidation, combination or other transaction in which
the shares of Common Stock are exchanged or changed into other stock or
securities, cash and/or any other property, then in any such case each share of
Series A $10.00 Preferred Stock shall at the same time be similarly exchanged or
changed in an amount per share (subject to the provision for adjustment
hereinafter set forth) equal to 100 times the aggregate amount of stock,
securities, cash and/or any other property (payable in kind), as the case may
be, into which or for which each share of Common Stock is changed or exchanged.
In the event the Corporation shall at any time after the Rights Declaration
Date (i) declare any dividend on Common Stock payable in shares of Common Stock,
(ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding
Common Stock into a smaller number of shares, then in each such case the amount
set forth in the preceding sentence with respect to the exchange or change of
shares of Series A $10.00 Preferred Stock shall be adjusted by multiplying such
amount by a fraction the numerator of which is the number of shares of Common
Stock outstanding immediately after such event and the denominator of which is
the number of shares of Common Stock that were outstanding immediately prior to
such event.

   6. Redemption. The outstanding shares of Series A $10.00 Preferred Stock 
shall not be redeemable.

   7. Condition to Issuance of any other Series. The Articles of Incorporation
of the Corporation shall not be further amended to provide for the issuance of
any other series of Preferred Stock without the affirmative vote of the holders
of at least two-thirds of the outstanding shares of Series A $10.00 Preferred
Stock, voting separately as one voting group.

Section 2.  Dividends.

   (a) The holders of Preferred Stock of each series, in preference of the
holders of shares of Common Stock and of any other class of shares ranking
junior to the Preferred Stock, shall be entitled to receive out of any funds
legally available and when and as declared by the Board of Directors dividends
in cash at the rate for such series fixed in accordance with the provisions of
Section 1 of this Part B and no more, payable on the dividend payment dates
fixed for such series. Such dividends shall be cumulative, in the case of
shares of each particular series, from and after the date or dates fixed with
respect to such series. No dividend may be paid upon or declared or set apart
for any series of the Preferred Stock at any time unless at the same time a like
proportionate dividend for the dividend periods terminating on the same date or
any earlier date, ratably in proportion to the respective annual dividend rates,
shall have been paid upon or declared or funds therefor set apart for all shares
of Preferred Stock of all series then issued and outstanding and entitled to
receive such dividend.

   (b) So long as any Preferred Stock shall be outstanding, no dividend, except
a dividend payable in Common Stock or other shares ranking junior to the
Preferred Stock, shall be paid or declared or any distribution be made except as
aforesaid on the Common Stock or any other shares ranking junior to the
Preferred Stock, nor shall any shares of Common Stock or any other shares
ranking junior to the Preferred Stock be purchased, retired or otherwise
acquired by the Corporation (except out of the proceeds of the sale of Common
Stock or other shares ranking junior to the Preferred Stock received by the
Corporation on or subsequent to the date on which shares of Preferred Stock are
first issued), unless (i) all accrued and unpaid dividends upon all Preferred
Stock then outstanding payable on all dividend payment dates occurring on or
prior to the date of such

                                       5
<PAGE>   10
action shall have been declared and paid or funds sufficient therefor, set
apart, and (ii) at the date of such action there shall be no arrearages with
respect to the redemption of Preferred Stock of any series from any sinking fund
provided for shares of such series in accordance with the provisions of Section
1 of this Part B.

Section 3. Redemption.

   (a) Subject to the express terms of each series, the Corporation may from
time to time redeem all or any part of the Preferred Stock of any series at the
time outstanding (i) at the option of the Board of Directors at the applicable
redemption price for such series fixed in accordance with the provisions of
Section 1 of this Part B or (ii) in fulfillment of the requirements of any
sinking fund provided for shares of such series at the applicable sinking fund
redemption price fixed in accordance with the provisions of Section 1 of this
Part B, together in each case with (1) all then unpaid dividends upon such
shares payable on all dividend payment dates for such series occurring on or
prior to the redemption date, plus (2) if the redemption date is not a dividend
payment date for such series, a proportionate dividend, based on the number of
elapsed days, for the period from the day following the most recent such
dividend payment date through the redemption date.

   (b) Notice of every such redemption shall be mailed, postage prepaid, to the
 holders of record of the Preferred Stock to be redeemed at their respective
 addresses then appearing on the books of the Corporation, not less than 30 days
 nor more than 60 days prior to the date fixed for such redemption. At any time
 after notice has been given as above provided and before the date of redemption
 specified in such notice the Corporation may deposit the aggregate redemption
 price of the shares of Preferred Stock to be redeemed, together with an amount
 equal to the aggregate amount of dividends payable upon such redemption, with
 any bank or trust company in New York, New York, having capital and surplus of
 more than $100,000,000, named in such notice, and direct that such deposited
 amount be paid to the respective holders of the shares of Preferred Stock so to
 be redeemed upon surrender of the stock certificate or certificates held by
 such holders. After the mailing of such notice and the making of such deposit
 of money, such holders shall cease to be shareholders with respect to such
 shares and shall have no interest in or claim against the Corporation with
 respect to such shares, except only the right to receive such money from such
 bank or trust company without interest or to exercise, before the redemption
 date, any unexpired privileges of conversion.

   (c) In the event less than all of the outstanding shares of any series of
Preferred Stock are to be redeemed, the Corporation shall select pro rata or by
lot the shares so to be redeemed in such manner as shall be prescribed by the
Board of Directors.

   (d) If the holders of shares of Preferred Stock which shall have been called
for redemption shall not, within six years after such deposit, claim the amount
deposited for the redemption thereof, any such bank or trust company shall, upon
demand, pay over to the Corporation such unclaimed amounts and thereupon such
bank or trust company and the Corporation shall be relieved of all
responsibility in respect thereof and to such holders.

   (e) Any shares of Preferred Stock (i) redeemed by the Corporation pursuant
to the provisions of this Section 3, (ii) purchased and delivered in
satisfaction of any sinking fund requirements provided for shares of any series
of Preferred Stock, (iii) converted in accordance with the express terms of any
such series, or (iv) otherwise acquired by the Corporation, shall resume the
status of authorized and unissued shares of Preferred Stock without serial
designation.

Section 4. Liquidation.

   (a) The holders of Preferred Stock of any series shall, in case of voluntary
or involuntary liquidation, dissolution or winding up of the affairs of the
Corporation, be

                                       6
<PAGE>   11

entitled to receive in full out of the assets of the Corporation, including its
capital, before any amount shall be paid or distributed among the holders of
shares of Common Stock or any other shares ranking junior to the Preferred
Stock, the amounts fixed with respect to shares of such series in accordance
with Section 1 of this Part B, plus an amount equal to (i) all then unpaid
dividends upon such shares payable on all dividend payment dates for such series
occurring on or prior to the date of payment of the amount due pursuant to such
liquidation, dissolution or winding up, plus (ii) if such date is not a dividend
payment date for such series, a proportionate dividend, based on the number of
elapsed days, for the period from the day following the most recent such
dividend payment date through such date of payment of the amount due pursuant to
such liquidation, dissolution or winding up. In case the net assets of the
Corporation legally available therefor are insufficient to permit the payment
upon all outstanding shares of Preferred Stock of the full preferential amount
to which they are respectively entitled, then such net assets shall be
distributed ratably upon outstanding shares of Preferred Stock in proportion to
the full preferential amount to which each such share is entitled.

   After payment to holders of Preferred Stock of the full preferential amounts
as aforesaid, holders of Preferred Stock as such shall have no right or claim to
any of the remaining assets of the Corporation.

   (b) The merger or consolidation of the Corporation into or with any other
corporation, or the merger of any other corporation into it, or the sale, lease
or conveyance of all or substantially all the property or business of the
Corporation shall not be deemed to be a dissolution, liquidation or winding up
for the purposes of this Section 4.

Section 5.  Voting.

   (a) The holders of Preferred Stock shall not be entitled to vote upon matters
presented to the shareholders, except as provided in this Section 5 or as
required by law.

   (b) Whenever, and so long as, the Corporation shall be in default in the
payment of the equivalent of six full quarterly dividends (whether or not
consecutive) on any series of Preferred Stock at the time outstanding, whether
or not earned or declared, the holders of Preferred Stock of all series, voting
separately as a class without regard to series, shall be entitled to elect, as
herein provided, two members of the Board of Directors of the Corporation;
provided, however, that the holders of shares of Preferred Stock shall not have
or exercise such special class voting rights except at meetings of such
shareholders for the election of directors at which the holders of not less than
a majority of the outstanding shares of Preferred Stock of all series then
outstanding are present in person or by proxy; and provided further that the
special class voting rights provided for in this paragraph, when the same shall
have become vested, shall remain so vested until all accrued and unpaid
dividends on the Preferred Stock of all series then outstanding shall have been
paid, whereupon the holders of Preferred Stock shall be divested of this special
class voting rights in respect of subsequent elections of directors, subject to
the revesting of such special class voting rights in the event of the occurrence
of the default hereinabove specified in this Subsection (b). In the event of a
default entitling the holders of Preferred Stock to elect two Directors as
specified in this Subsection (b), a special meeting of such holders for the
purpose of electing such directors shall be called by the Secretary of the
Corporation upon written request of, or may be called by, the holders of record
of at least 10% of the shares of Preferred Stock of all series at the time
outstanding, and notice thereof shall be given in the same manner as that
required for the annual meeting of shareholders; provided, however, that the
Corporation shall not be required to call such special meeting if the annual
meeting of shareholders shall be held within 120 days after the date of receipt
of the foregoing written request from the holders of Preferred Stock. At any
meeting at which the holders of Preferred Stock shall be entitled to elect
Directors, the holders of a majority of the then outstanding shares of Preferred
Stock of all series, present

                                       7

<PAGE>   12
in person or by proxy, shall be sufficient to constitute a quorum, and the vote
of the holders of a majority of such shares so present at any such meeting at
which there shall be such a quorum shall be sufficient to elect the members of
the Board of Directors which the holders of Preferred Stock are entitled to
elect as hereinabove provided. Notwithstanding any provision of these Amended
Articles of Incorporation or the Code of Regulations of the Corporation or any
action taken by the holders of any class of shares fixing the number of
Directors of the Corporation, the two Directors who may be elected by the
holders of Preferred Stock pursuant to this Subsection (b) shall serve in
addition to any other Directors then in office or proposed to be elected
otherwise than pursuant to this Subsection (b). Nothing in this Subsection (b)
shall prevent any change otherwise permitted in the total number of Directors of
the Corporation or require the resignation of any Director elected otherwise
than pursuant to this Subsection (b). Notwithstanding any classification of the
other Directors of the Corporation, the two Directors elected by the holders of
Preferred Stock shall be elected annually for terms expiring at the next
succeeding annual meeting of shareholders.

   (c) The affirmative vote or consent of the holders of at least two-thirds of
the shares of Preferred Stock at the time outstanding, voting or consenting
separately as a class, given in person or by proxy either in writing or at a
meeting called for the purpose, shall be necessary to effect any one or more of
the following (but so far as the holders of Preferred Stock are concerned, such
action may be effected with such vote or consent):

   (1) Any amendment, alteration or repeal of any of the provisions of the
       Amended Articles of Incorporation or of the Code of Regulations of the
       Corporation which adversely affects the preferences or voting or other
       rights of the holders of Preferred Stock; provided, however, that for the
       purpose of this Subsection (c) only, neither the Amendment of the Amended
       Articles of Incorporation so as to authorize, create or change the
       authorized or outstanding amount of Preferred Stock or of any shares of
       any class ranking on a parity with or junior to the Preferred Stock nor
       the amendment of the provisions of the Code of Regulations so as to
       change the number of directors of the Corporation shall be deemed to
       affect adversely the preferences or voting or other rights of the holders
       of Preferred Stock; and provided further, that if such amendment,
       alteration or repeal affects adversely the preferences or voting or other
       rights of one or more but not all series of Preferred Stock at the time
       outstanding, only the affirmative vote or consent of the holders of at
       least two-thirds of the number of the shares at the time outstanding of
       the series so affected shall be required;

   (2) The purchase or redemption (for sinking fund purposes or otherwise) of
       less than all of the Preferred Stock then outstanding except in
       accordance with a stock purchase offer made to all holders of record of
       Preferred Stock, unless all dividends on all Preferred Stock then
       outstanding for all previous dividend periods shall have been declared
       and paid for funds therefor set apart and all accrued sinking fund
       obligations applicable thereto shall have been complied with; or

   (3) The authorization, creation or the increase in the authorized amount of
       any shares of any class or any security convertible into shares of any
       class, in either case ranking prior to the Preferred Stock.

   (d) The affirmative vote or consent of the holders of at least a majority of
the shares of Preferred Stock at the time outstanding, voting or consenting
separately as a class, given in person or by proxy either in writing or at a
meeting called for the purpose, shall be necessary to effect any one or more of
the following (but so far as the holders of Preferred Stock are concerned, such
action may be effected with such vote or consent):

   (1) The sale, lease or conveyance by the Corporation of all or substantially
       all of its property or business;

                                       8

<PAGE>   13
   (2) The consolidation of the Corporation with or its merger into any other
       corporation, unless the corporation resulting from such consolidation or
       surviving such merger will not have after such consolidation or merger
       any class of shares either authorized or outstanding ranking prior to or
       on a parity with the Preferred Stock except the same number of shares
       ranking prior to or on a parity with the Preferred Stock and having the
       same rights and preferences as the shares of the Corporation authorized
       and outstanding immediately preceding such consolidation or merger (and
       each holder of Preferred Stock immediately preceding such consolidation
       or merger shall receive the same number of shares with the same rights
       and preferences of the resulting or surviving corporation); or

   (3) The authorization of any shares ranking on a parity with the
       Preferred Stock or an increase in the authorized number of shares of
       Preferred Stock.

   (e) Neither the vote, consent nor any adjustment of the voting rights of
holders of shares of Preferred Stock shall be required for an increase in the
number of shares of Common Stock authorized or issued or for stock splits of the
Common Stock or for stock dividends on any class of stock payable solely in
Common Stock; and none of the foregoing actions shall be deemed to affect
adversely the preferences or voting or other rights of Preferred Stock within
the meaning and for the purpose of this Part B.

Section 6.  Convertible Series.

   If and to the extent that there are created series of Preferred Stock which
are convertible (hereinafter referred to as "convertible series") into shares of
Common Stock or into shares of any other class or series of the Corporation
(hereinafter collectively called "conversion shares"), the following terms and
provisions shall be applicable to all convertible series, except as may be
otherwise expressly provided in the terms of any such series.

   (a) The holder of each share of a convertible series may exercise the
conversion privilege in respect thereof by delivering to any transfer agent for
the respective series the certificate for the share to be converted and written
notice that the holder elects to convert such share. Conversion shall be deemed
to have been effected immediately prior to the close of business on the date
when such delivery is made, and such date is referred to in this Section as the
"conversion date". On the conversion date or as promptly thereafter as
practicable, the Corporation shall deliver to the holder of the stock
surrendered for conversion, or as otherwise directed by him in writing, a
certificate for the number of full conversion shares deliverable upon the
conversion of such stock and a check or cash in respect of any fraction of a
share as provided in Subsection (b) of this Section 6. The person in whose name
the stock certificate is to be registered shall be deemed to have become a
holder of the conversion shares of record on the conversion date. No adjustment
shall be made for any dividends on shares of stock surrendered for conversion or
for dividends on the conversion shares delivered on conversion.

   (b) The Corporation shall not be required to deliver fractional shares upon
conversion of shares of a convertible series. If more than one share shall be
surrendered for conversion at one time by the same holder, the number of full
conversion shares deliverable upon conversion thereof shall be computed on the
basis of the aggregate number of shares so surrendered. If any fractional
interest in a conversion share would otherwise be deliverable upon the
conversion, the Corporation shall in lieu of delivering a fractional share
therefor make an adjustment therefor in cash at the current market value
thereof, computed (to the nearest cent) on the basis of the closing price of the
conversion share on the last business day before the conversion date.

   For the purpose of this Section, the "closing price of the conversion share"
on any business day shall be the last reported sales price regular way per share
on such day, or, in

                                       9

<PAGE>   14

case no such reported sale takes place on such day, the average of the reported
closing bid and asked prices regular way, in either case on the New York Stock
Exchange, or, if the conversion shares are not then listed or admitted to
trading on such Exchange, on the principal national securities exchange on which
the conversion shares are listed or admitted to trading as determined by the
Board of Directors, or if not so listed or admitted, the mean between the
average bid and asked prices per conversion shares in the over-the-counter
market as furnished by any member of the National Association of Securities
Dealers or other nationally recognized organization of securities dealers
selected from time to time by the Board of Directors for that purpose; and
"business day" shall be each day on which the New York Stock Exchange or other
national securities exchange or over-the-counter market used for purposes of
the above calculation is open for trading.

   (c) Upon conversion of shares of any convertible series, the stated capital
of the conversion shares delivered upon such conversion shall be the aggregate
par value of the shares so delivered having par value, or, in the case of shares
without par value, shall be an amount equal to the stated capital represented by
each such share outstanding at the time of such conversion multiplied by the
number of such shares delivered upon such conversion. The stated capital of
the Corporation shall be correspondingly increased or reduced to reflect the
difference between the stated capital of the shares of the convertible series so
converted and the stated capital of the shares delivered upon such conversion.

   (d) In the event of any reclassification or change of outstanding conversion
shares (except a split or combination, or a change in par value, or a change
from par value to no par value, or a change from no par value to par value),
provision shall be made as part of the terms of such reclassification or change
that the holder of each share of each convertible series then outstanding shall
have the right to receive upon the conversion of such share, at the conversion
rate or price which otherwise would be in effect at the time of conversion, with
substantially the same protection against dilution as is provided in the terms
of such convertible series, the same kind and amount of stock and other
securities and property as he would have owned or have been entitled to receive
upon the happening of any of the events described above had such share been
converted immediately prior to the happening of the event.

   (e) In the event the Corporation shall be consolidated with or shall merge
into any other corporation, provision shall be made as a part of the terms of
such consolidation or merger whereby the holder of each share of each
convertible series outstanding immediately prior to such event shall
thereafter be entitled to such rights with respect to securities of the
Corporation resulting from such consolidation or merger so that rights of such
holders as specified in the terms of such convertible series shall not be
substantially prejudiced; provided, however, that the provisions of this
Subsection (e) shall be inapplicable if such consolidation or merger shall be
approved by the holders of two-thirds of the outstanding shares of such
convertible series of Preferred Stock.

    (f) The Corporation hereby reserves and shall at all times reserve and keep
available free from preemptive rights, out of its authorized but unissued shares
or treasury shares, for the purpose of delivery upon conversion of shares of
each convertible series, such number of conversion shares as shall from time to
time be sufficient to permit the conversion of all outstanding shares of all
convertible series of Preferred Stock.

Section 7. Preemptive Rights -Purchase of Shares by Corporation.

   (a) No holder of Preferred Stock, present, past or future, shall be entitled
as such as a matter of right to subscribe for or purchase any part of any new or
additional stock of any series or class or of securities of the Corporation
convertible into stock of any class whatsoever, whether now or hereafter
authorized, and whether issued for cash, property, services or otherwise.

                                       10

<PAGE>   15
(b) The Corporation is authorized to purchase any shares of any series of
Preferred Stock from time to time and at such times, in such manner, for such
reasons and on such terms and conditions as shall be deemed appropriate by the
Board of Directors.

Section 8. Definitions.

   For the purpose of this Part B:

   Whenever reference is made to shares "ranking prior to the Preferred Stock",
such reference shall mean and include all shares of the Corporation in respect
of which the rights of the holders thereof either as to the payment of dividends
or as to distribution in the event of a voluntary or involuntary liquidation,
dissolution or winding up of the Corporation are given preference over the right
of the holders of Preferred Stock; whenever reference is made to shares "on a
parity with the Preferred Stock", such reference shall mean and include all
shares of the Corporation in respect of which the right of the holders thereof
(i) are not given preference over the rights of the holders of Preferred Stock
either as to the payment of dividends or as to distributions in the event of a
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation and (ii) either as to the payment of dividends or as to
distributions in the event of a voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, or as to both, rank on an equality
(except as to the amounts fixed therefor) with the rights of the holders of
Preferred Stock; and whenever reference is made to shares "ranking junior to the
Preferred Stock" such reference shall mean and include all shares of the
Corporation in respect of which the rights of the holders thereof both as to
the payment of dividends and as to distributions in the event of a voluntary or
involuntary liquidation, dissolution or winding up of the Corporation are junior
and subordinate to the rights of the holders of the Preferred Stock.

   IN WITNESS WHEREOF, said Hoyt M. Wells, President, and James Boyazis,
Secretary, of THE GOODYEAR TIRE & RUBBER COMPANY, acting for and on behalf of
said corporation, have hereunto subscribed their names and caused the seal of
said corporation to be hereunto affixed this 6th day of April, 1993.


                                            By  /s/ HOYT M. WELLS
                                               --------------------------------
                                                   HOYT M. WELLS, PRESIDENT
[SEAL]
                                            By  /s/ JAMES BOYAZIS
                                               --------------------------------
                                                   JAMES BOYAZIS, SECRETARY


                                       11

<PAGE>   1
================================================================================


                       THE GOODYEAR TIRE & RUBBER COMPANY


                               -----------------


                              CODE OF REGULATIONS


                               -----------------


                           ADOPTED NOVEMBER 22, 1955
                           AS AMENDED APRIL 5, 1965,
                          APRIL 7, 1980, APRIL 6, 1981
                               AND APRIL 13, 1987


================================================================================
<PAGE>   2
                              CODE OF REGULATIONS

                                   ARTICLE I
                                  SHAREHOLDERS


    SECTION 1. Annual Meeting. The annual meeting of shareholders of the Company
for the election of directors, the consideration of reports to be laid before
such meeting, and the transaction of such other business as may properly be
brought before such meeting, shall be held at the principal office of the
Company in Akron, Ohio, at ten o'clock a.m., or at such other time as may be
designated by the Board of Directors, by the Chairman of the Board, or by the
President and specified in the notice of the meeting, on the first Monday of
April in each year, unless the Board of Directors by a resolution adopted on or
before the first day of March of any year, shall fix a different date, which
date may be any day, other than a Sunday or a legal holiday, during the period
beginning April 1 and ending April 15 of such year, in which event the meeting
shall be held on the date set by such resolution.

    SECTION 2. Special Meetings. Special meetings of the shareholders of the
Company may be held on any business day, when called by the Chairman of the
Board, or by the President, or by a Vice President, or by the Board acting at a
meeting, or by a majority of the directors acting without a meeting, or by the
persons who hold twenty-five per cent of all shares outstanding and entitled to
vote thereat. Upon request in writing delivered either in person or by
registered mail to the President or the Secretary by any persons entitled to
call a meeting of shareholders, such officer shall forthwith cause to be given
to the shareholders entitled thereto notice of a meeting to be held on a date
not less than seven or more than sixty days after the receipt of such request,
as such officer may fix. If such notice is not given within thirty days after
the delivery or mailing of such request, the persons calling the meeting may fix
the time of the meeting and give notice thereof in the manner provided by law or
as provided in these Regulations, or cause such notice to be given by any
designated representative. Each special meeting shall be called to convene
between nine o'clock a.m. and four o'clock p.m. and shall be held at the
principal office of the Company in Akron, Ohio, unless the same is called by the
directors, acting with or without a meeting, in which case such meeting may be
held at any place either within or without the State of Ohio designated by the
directors and specified in the notice of such meeting.

    SECTION 3. Notice of Meetings. Not less than seven or more than sixty days
before the date fixed for a meeting of shareholders, written notice stating the
time, place, and purposes of such meeting shall be given by or at the direction
of the Secretary or an Assistant Secretary or any other person or persons
required or permitted by these Regulations to give such notice. The notice shall
be given by personal delivery or by mail to each shareholder entitled to notice
of the meeting who is of record as of the day next preceding the day on which
notice is given or, if a record date therefor is duly fixed, of


                                       3
<PAGE>   3
record as of said date; if mailed, the notice shall be addressed to the
shareholders at their respective addresses as they appear on the records of the
Company. Notice of the time, place, and purposes of any meeting of shareholders
may be waived in writing, either before or after the holding of such meeting, by
any shareholder, which writing shall be filed with or entered upon the records
of the meeting.

     SECTION 4. Quorum; Adjournment. Except as may be otherwise provided by law
or by the Articles of Incorporation, at any meeting of the shareholders the
holders of shares entitling them to exercise a majority of the voting power of
the Company present in person or by proxy shall constitute a quorum for such
meeting; provided, however, that no action required by law, the Articles, or
these Regulations to be authorized or taken by a designated proportion of the
shares of the Company may be authorized or taken by a lesser proportion; and
provided, further, that the holders of a majority of the voting shares
represented thereat, whether or not a quorum is present, may adjourn such
meeting from time to time; if any meeting is adjourned, notice of such
adjournment need not be given if the time and place to which it is adjourned are
fixed and announced at such meeting.

     SECTION 5. Proxies. Persons entitled to vote shares or to act with respect
to shares may vote or act in person or by proxy. The person appointed as proxy
need not be a shareholder.

     SECTION 6. Approval and Ratification of Acts of Officers and Board. Except
as otherwise provided by the Articles of Incorporation or by law, any contract,
act, or transaction, prospective or past, of the Company, or of the Board, or of
the officers may be approved or ratified by the affirmative vote at a meeting of
the shareholders, or by the written consent, with or without a meeting, of the
holders of shares entitling them to exercise a majority of the voting power of
the Company, and such approval or ratification shall be as valid and binding as
though affirmatively voted for or consented to by every shareholder of the
Company.

                                   ARTICLE II
                               BOARD OF DIRECTORS

     SECTION 1. Number and Classification; Authority. The Board of Directors
shall be composed of fifteen members and shall be divided into three classes
(Class I, Class II and Class III), each class to consist of five directors
unless the number of members of the Board of Directors or of any class is
changed by action of the shareholders taken in accordance with the laws of the
State of Ohio, the Articles of Incorporation and these Regulations or by a
resolution adopted by the affirmative vote of a majority of the directors then
in office. The directors may, from time to time, increase or decrease the number
of directors, provided that the directors shall not increase the number of
directors to more than nineteen persons or decrease the number of directors to
less than eleven persons and, provided further, that the directors shall not
decrease the number of directors in any class to fewer than three persons. Any
director's office that is created by an increase in the number of directors
pursuant to action taken by the Board of Directors


                                       4
<PAGE>   4
may be filled by the vote of a majority of the directors then in office. In the
event of any increase in the number of directors of any class, any additional
director elected to such class shall hold office for a term which shall coincide
with the unexpired term of such class. No reduction in the number of directors
by action taken by the shareholders or the directors shall, of itself, shorten
the term or result in the removal of any incumbent director. Except where the
law, the Articles of Incorporation or these Regulations require action to be
authorized or taken by the shareholders, all of the authority of the Company
shall be exercised by the directors.

     SECTION 2. Election of Directors; Term of Office. At each annual meeting of
shareholders, or at a special meeting called for the purpose of electing
directors, each successor to the directors of the class whose term shall expire
in that year shall be elected for a term of three years and shall hold office
until the third annual meeting of shareholders following his or her election as
a director and until his or her successor is elected and qualified, or until his
or her earlier resignation, removal from office or death. At a meeting of
shareholders at which directors of any class are to be elected, only persons
nominated as candidates shall be eligible for election as directors and the
candidates receiving the greatest number of votes shall be elected. A separate
election shall be held for each class of directors at any meeting of
shareholders at which a member of more than one class of directors is being
elected. Directors elected at the first election for Class I directors shall
hold office for a term of three years; directors elected at the first election
for Class II directors shall hold office for a term of two years; and directors
elected at the first election for Class III directors shall hold office for a
term of one year; and in each instance such directors shall hold office until
their successors are elected and qualified.

     SECTION 3. Vacancies; Resignations; Removal of Directors. In the event of
the occurrence of any vacancy or vacancies in the Board, however caused, the
remaining directors, though less than a majority of the whole authorized number
of directors, may, by the vote of a majority of their number, fill any such
vacancy for the unexpired term of the class in which such vacancy occurred. Any
director may resign at any time by oral statement to that effect made at a
meeting of the Board or in a writing to that effect delivered to the Secretary,
such resignation to take effect immediately or at such other time as the
director may specify. All the directors, or all the directors of a particular
class, or any individual director, may be removed from office by the vote of the
holders of shares entitling them to exercise two-thirds of the voting power of
the Company entitled to vote to elect directors in place of the director or
directors to be removed, provided that unless all the directors, or all the
directors of a particular class, are removed, no individual director shall be
removed if the votes of a sufficient number of shares are cast against such
director's removal which, if cumulatively voted at an election of all the
directors, or all of the directors of a particular class, as the case may be,
would be sufficient to elect at least one director; provided further, that, if
shareholders do not have the right to vote cumulatively under the law of Ohio or
the Articles of Incorporation, such directors, class of directors or individual
director may be removed from office by the vote of the holders of shares
entitling them to exercise two-thirds of the voting power of the Company
entitled to vote to elect directors in place of the director or directors to be
removed. In the event of any


                                       5
<PAGE>   5
such removal, a new director may be elected at the same meeting for the
unexpired term of each director removed. Failure to elect a director to fill the
unexpired term of any director so removed from office shall be deemed to create
a vacancy in the Board of Directors. Notwithstanding Article X of these
Regulations, the provisions of this Section 3 of Article II may be amended,
repealed or supplemented only by the shareholders at a meeting held for such
purpose by the affirmative vote of the holders of shares entitling them to
exercise two-thirds of the voting power of the Company on such proposal.

     SECTION 4. Meetings. Immediately after each annual meeting of the
shareholders, the newly elected directors shall hold an organization meeting for
the purpose of electing officers and transacting any other business. Notice of
such meeting need not be given. Other meetings of the Board may be held at any
time within or without the State of Ohio in accordance with the bylaws,
resolutions, or other action by the Board. Unless otherwise expressly stated in
the notice thereof, any business may be transacted at any meeting of the Board.

     SECTION 5. Quorum; Adjournment. A quorum of the Board shall consist of a
majority of the directors then in office; provided that a majority of the
directors present at a meeting duly held, whether or not a quorum is present,
may adjourn such meeting from time to time; if any meeting is adjourned, notice
of adjournment need not be given if the time and place to which it is adjourned
are fixed and announced at such meeting. At each meeting of the Board at which a
quorum is present, all questions and business shall be determined by a majority
vote of those present except as in these Regulations otherwise expressly
provided.

     SECTION 6. Committees. The Board may from time to time create or appoint an
Executive Committee, a Finance Committee, a combined Executive and Finance
Committee, and any other committee or committees deemed advisable by the Board
for the proper transaction of the Company's business. Any such committee shall
be composed of not less than three directors (not less than five directors in
the case of an Executive and Finance Committee), each of whom shall serve at the
pleasure of, and be subject at all times to the control and direction of, the
Board. Any such committee shall act only in the intervals between meetings of
the Board and shall have such authority as adheres to the committee by virtue of
the provisions of this section or as may, from time to time, be delegated by the
Board, except that no committee shall have authority to fill vacancies in the
Board or in any committee of the Board. Subject to the aforesaid exceptions, and
in the absence of express delegation of authority by the Board, the Executive
Committee may transact all business and do and perform all things which may or
might be transacted or done by the Board, the Finance Committee shall have the
authority usually and ordinarily possessed by finance committees, and the
combined Executive and Finance Committee shall have the aforesaid authority of
the Executive Committee and of the Finance Committee. Subject to the aforesaid
exceptions with respect to the filling of vacancies in the Board or in any
committee, any person dealing with the Company shall be entitled to rely upon
any act of, or authorization of any act by, such committees, to the same extent
as an act or authorization of the Board. Each committee shall keep full and
complete records of all meetings and actions, which shall be open to inspection


                                       6
<PAGE>   6
by the directors. Unless otherwise ordered by the Board, any such committee may
prescribe its own rules for calling and holding meetings, and for its own method
of procedure, and may act by a majority of its members at a meeting or without a
meeting by a writing or writings signed by all of its members. The directors may
appoint one or more alternate members of any such committee to take the place of
any absent member or members at any meeting of such committee and, if permitted
by law, to join in any action of such committee authorized or taken without a
meeting; each such alternate shall serve at the pleasure of, and be subject at
all times to the control and direction of, the Board.

     SECTION 7. Bylaws. The Board may adopt bylaws for its own government, not
inconsistent with the Articles of Incorporation or these Regulations.

                                  ARTICLE III
                                    OFFICERS

     SECTION 1. Election and Designation of Officers. The Board, at its
organization meeting, may elect a Chairman of the Board and shall elect a
President, a Secretary, a Treasurer, and, in its discretion, at any meeting of
the Board, may elect one or more Vice Presidents, one or more Assistant
Secretaries, one or more Assistant Treasurers, a Comptroller, one or more
Assistant Comptrollers, and such other officers as the Board may deem necessary.
The Chairman of the Board and the President shall be directors, but no one of
the other officers need be a director. Any two or more of such offices may be
held by the same person, but no officer shall execute, acknowledge, or verify
any instrument in more than one capacity, if such instrument is required to be
executed, acknowledged, or verified by two or more officers.

     SECTION 2. Term of Office; Vacancies. The officers of the Company shall
hold office until the next organization meeting of the Board and until their
successors are elected, except in case of resignation, death, or removal. The
Board may remove any officer at any time with or without cause by a two-thirds
vote of the members of the Board then in office. Any vacancy in any office may
be filled by the Board.

     SECTION 3. Chairman of the Board. The Chairman of the Board, if any, shall
preside at all meetings of shareholders and of the Board and shall have such
authority and perform such duties as the Board may determine.

     SECTION 4. President. Except for meetings at which the Chairman of the
Board, if any, presides in accordance with the preceding Section, the President
shall preside at all meetings of shareholders and of the Board. Subject to
directions of the Board, he shall have general executive supervision over the
property, business, and affairs of the Company.

     SECTION 5. Vice Presidents. In case of the absence or disability of the
President, or when circumstances prevent the President from acting, the Vice
Presidents of the Company shall perform all the duties and possess all the
authority of the President, and shall have priority in the performance of such
duties and exercise of such authority in the order of their election by the
Board.


                                       7
<PAGE>   7
     SECTION 6. Secretary. The Secretary shall keep the minutes of meetings of
the shareholders and of the Board. He shall keep such books as may be required
by the Board, and shall give notices of shareholders' meetings and of Board
meetings required by law, or by these Regulations, or otherwise.

     SECTION 7. Treasurer. The Treasurer shall receive and have in charge all
money, bills, notes, bonds, stocks in other corporations, and similar property
belonging to the Company, and shall do with the same as may be ordered by the
Board. He shall keep accurate financial accounts and hold the same open for the
inspection and examination of the directors.

     SECTION 8. Comptroller. The Comptroller shall exercise a general check upon
the disbursement of funds of the Company and shall have general charge and
supervision of the preparation of financial reports.

     SECTION 9. Other Officers. The Assistant Secretaries, Assistant Treasurers,
and Assistant Comptrollers, if any, in addition to such authority and duties as
the Board may determine, shall have such authority and perform such duties as
may be directed by their respective principal officers.

     SECTION 10. Authority and Duties. The officers shall have such authority
and perform such duties, in addition to those specifically set forth in these
Regulations, as the Board may determine. The Board is authorized to delegate the
duties of any officer to any other officer and generally to control the action
of the officers and to require the performance of duties in addition to those
mentioned herein.

                                   ARTICLE IV
                                  COMPENSATION

     The Board, by the affirmative vote of a majority of the directors in
office, and irrespective of any personal interest of any of them, shall have
authority to establish reasonable compensation, which may include pension,
disability and death benefits, for services to the Company by directors and
officers, or to delegate such authority to one or more officers or directors.

                                   ARTICLE V
                                INDEMNIFICATION

     The Company shall indemnify each person who is or was a director, officer
or employee of the Company, or of any other corporation which he served as
such at the request of the Company, against any and all liability and
reasonable expense that may be incurred by him in connection with or resulting
from any claim, action, suit, or proceeding (whether brought by or in the
right of the Company or such other corporation or otherwise), civil or
criminal, or in connection with an appeal relating thereto, in which he may


                                       8
<PAGE>   8
become involved, as a party or otherwise, by reason of his being or having been
a director, officer, or employee of the Company or of such other corporation, or
by reason of any past or future action taken or not taken in his capacity as
such director, officer, or employee, whether or not he continues to be such at
the time such liability or expense is incurred, provided such person acted, in
good faith, in what he reasonably believed to be the best interests of the
Company or such other corporation, as the case may be, and, in addition, in any
criminal action or proceeding, had no reasonable cause to believe that his
conduct was unlawful. As used in this Article, the terms "liability" and
"expense" shall include, but shall not be limited to, counsel fees and
disbursements and amounts of judgments, fines, or penalties against, and amounts
paid in settlement by, a director, officer, or employee, other than amounts paid
to the Company itself or to such other corporation served at the Company's
request. The termination of any claim, action, suit, or proceeding, civil or
criminal, by judgment, settlement (whether with or without court approval) or
conviction or upon a plea of guilty or of nolo contendere, or its equivalent,
shall not create a presumption that a director, officer, or employee did not
meet the standards of conduct set forth in the first sentence of this Article.
Any such director, officer, or employee referred to in this Article who has been
wholly successful, on the merits or otherwise, with respect to any claim,
action, suit, or proceeding of the character described herein shall be entitled
to indemnification as of right. Except as provided in the preceding sentence,
any indemnification hereunder shall be made at the discretion of the Company,
but only if (1) the Board, acting by a quorum consisting of directors who are
not parties to (or who have been wholly successful with respect to) such claim,
action, suit, or proceeding, shall find that the director, officer, or employee
has met the standards of conduct set forth in the first sentence of this
Article, or (2) independent legal counsel (who may be the regular counsel of the
Company) shall deliver to it their written advice that, in their opinion, such
director, officer, or employee has met such standards. Expense incurred with
respect to any such claim, action, suit, or proceeding may be advanced by the
Company prior to the final disposition thereof upon receipt of an undertaking by
or on behalf of the recipient to repay such amount unless it shall ultimately be
determined that he is entitled to indemnification under this Article. The rights
of indemnification provided in this Article shall be in addition to any rights
to which any person concerned may otherwise be entitled by contract or as a
matter of law, and shall inure to the benefit of the heirs, executors, and
administrators of any such person.

                                   ARTICLE VI
                                  RECORD DATES

    For any lawful purpose, including, without limitation, the determination of
the shareholders who are entitled to:

     (1) receive notice of or to vote at a meeting of shareholders,

     (2) receive payment of any dividend or distribution,

     (3) receive or exercise rights of purchase of or subscription for, or
    exchange or conversion of, shares or other securities, subject to contract
    rights with respect thereto, or


                                       9
<PAGE>   9
     (4) participate in the execution of written consents, waivers, or releases,
    the Board may fix a record date which shall not be a date earlier than the
    date on which the record date is fixed and, in the cases provided for in
    clauses (1), (2), and (3) above, shall not be more than sixty days preceding
    the date of the meeting of shareholders, or the date fixed for the payment
    of any dividend or distribution, or the date fixed for the receipt or the
    exercise of rights, as the case may be. The record date for the purpose of
    the determination of the shareholders who are entitled to receive notice of
    or to vote at a meeting of shareholders shall continue to be the record date
    for all adjournments of such meeting, unless the Board or the persons who
    shall have fixed the original record date shall, subject to the limitations
    set forth in this Article, fix another date, and in case a new record date
    is so fixed, notice thereof and of the date to which the meeting shall have
    been adjourned shall be given to shareholders of record as of such date in
    accordance with the same requirements as those applying to a meeting newly
    called. The Board may close the share transfer books against transfers of
    shares during the whole or any part of the period provided for in this
    Article, including the date of the meeting of shareholders and the period
    ending with the date, if any, to which adjourned.

                                  ARTICLE VII
                             EXECUTION OF DOCUMENTS

     Except as otherwise provided in these Regulations, or by specific or
general resolutions of the Board, all documents evidencing conveyances by or
contracts or other obligations of the Company shall be signed by the Chairman of
the Board, if any, the President, or a Vice President, and attested by the
Secretary or an Assistant Secretary.

                                  ARTICLE VIII
                            CERTIFICATES FOR SHARES

     SECTION 1. Form of Certificates and Signatures. Each holder of shares is
entitled to one or more certificates, signed by the Chairman of the Board or the
President or a Vice President and by the Secretary, an Assistant Secretary, the
Treasurer, or an Assistant Treasurer of the Company, which shall certify the
number and class of shares held by him in the Company, but no certificate for
shares shall be executed or delivered until such shares are fully paid. When
such a certificate is countersigned by an incorporated transfer agent or
registrar, the signature of any of said officers of the Company may be
facsimile, engraved, stamped, or printed. Although any officer of the Company
whose manual or facsimile signature is affixed to such a certificate so
countersigned ceases to be such officer before the certificate is delivered,
such certificate nevertheless shall be effective in all respects when delivered.


                                       10
<PAGE>   10
     SECTION 2. Transfer of Shares. Shares of the Company shall be transferable
upon the books of the Company by the holders thereof, in person, or by a duly
authorized attorney, upon surrender and cancellation of certificates for a like
number of shares of the same class or series, with duly executed assignment and
power of transfer endorsed thereon or attached thereto, and with such proof of
the authenticity of the signatures to such assignment and power of transfer as
the Company or its agents may reasonably require.

     SECTION 3. Lost, Stolen, or Destroyed Certificates. The Company may issue a
new certificate for shares in place of any certificate theretofore issued by it
and alleged to have been lost, stolen, or destroyed, and the Board may, in its
discretion, require the owner, or his legal representatives, to give the Company
a bond containing such terms as the Board may require to protect the Company or
any person injured by the execution and delivery of a new certificate.

     SECTION 4. Transfer Agents and Registrars. The Board may appoint, or revoke
the appointment of, transfer agents and registrars and may require all
certificates for shares to bear the signatures of such transfer agents and
registrars, or any of them. The Board shall have authority to make all such
rules and regulations as it may deem expedient concerning the issue, transfer,
and registration of certificates for shares of the Company.

                                   ARTICLE IX
                   AUTHORITY TO TRANSFER AND VOTE SECURITIES

     The Chairman of the Board, the President, and a Vice President of the
Company are each authorized to sign the name of the Company and to perform all
acts necessary to effect a transfer of any shares, bonds, other evidences of
indebtedness or obligations, subscription rights, warrants, and other securities
of another corporation owned by the Company and to issue the necessary powers of
attorney for the same; and each such officer is authorized, on behalf of the
Company, to vote such securities, to appoint proxies with respect thereto, and
to execute consents, waivers, and releases with respect thereto, or to cause any
such action to be taken.

                                   ARTICLE X
                                   AMENDMENTS

     The Regulations of the Company may be amended or new Regulations may be
adopted by the shareholders, at a meeting held for such purpose by the
affirmative vote of the holders of shares entitling them to exercise a majority
of the voting power of the Company on such proposal or, without a meeting, by
the written consent of the holders of shares entitling them to exercise
two-thirds of the voting power on such proposal.


                                       11

<PAGE>   1
                              [STOCK CERTIFICATE]

COMMON STOCK                                                        COMMON STOCK


      NUMBER                                                      SHARES
/M/              /                                        /                    /


                INCORPORATED UNDER THE LAWS OF THE STATE OF OHIO

                         GOODYEAR TIRE & RUBBER COMPANY

THIS CERTIFICATE IS TRANSFERABLE IN THE CITY OF NEW YORK

                                                              SEE REVERSE FOR
                                                            CERTAIN DEFINITIONS
                                                             CUSIP 382550 10 1

This is to Certify that


is the owner of
  FULL-PAID AND NON-ASSESSABLE SHARES WITHOUT PAR VALUE OF THE COMMON STOCK OF

THE GOODYEAR TIRE & RUBBER COMPANY, TRANSFERABLE ON THE BOOKS OF THE
CORPORATION IN PERSON OR BY DULY AUTHORIZED ATTORNEY UPON SURRENDER OF THIS
CERTIFICATE PROPERLY ENDORSED.  THIS CERTIFICATE IS NOT VALID UNTIL 
COUNTERSIGNED BY THE TRANSFER AGENT AND REGISTERED BY THE REGISTRAR.

     WITNESS THE SEAL OF THE CORPORATION AND THE SIGNATURES OF ITS DULY
AUTHORIZED OFFICERS.

Dated                                        THE GOODYEAR TIRE & RUBBER COMPANY

[Stamped SPECIMEN]

                                             BY

/s/ James Boyazis                                /s/ Stanley C. Gault

                 SECRETARY                                 CHAIRMAN OF THE BOARD


COUNTERSIGNED AND REGISTERED:
            FIRST CHICAGO TRUST COMPANY
                    OF NEW YORK

BY                                       TRANSFER AGENT
                                         AND REGISTRAR,


                                   AUTHORIZED SIGNATURE
<PAGE>   2
THE GOODYEAR TIRE & RUBBER COMPANY

                 THE GOODYEAR TIRE & RUBBER COMPANY WILL MAIL, WITHOUT CHARGE,
           TO THE REGISTERED HOLDER OF THIS CERTIFICATE A COPY OF THE EXPRESS
           TERMS (AS SET FORTH IN THE ARTICLES OF INCORPORATION AND THE CODE OF
           REGULATIONS OF THE CORPORATION) OF THE SHARES OF THE COMMON STOCK OF
           THE CORPORATION AND OF OTHER CLASSES OR SERIES OF SHARES, IF ANY,
           WHICH THE CORPORATION IS AUTHORIZED TO ISSUE WITHIN FIVE DAYS AFTER
           RECEIPT OF A WRITTEN REQUEST THEREFOR, ADDRESSED TO THE SECRETARY OF
           THE CORPORATION, AKRON, OHIO 44316.

This certificate also evidences and entitles the holder hereof to certain Rights
as set forth in a Rights Agreement between The Goodyear Tire & Rubber Company
and Manufacturers Hanover Trust Company, Rights Agent, dated as of July 2, 1986
(the "Rights Agreement"), the terms of which are hereby incorporated herein by
reference and a copy of which is on file at the principal executive offices of
The Goodyear Tire & Rubber Company.  Under certain circumstances, as set forth
in the Rights Agreement, such Rights will be evidenced by separate certificates
and will no longer be evidenced by this certificate.  The Goodyear Tire & Rubber
Company will mail to the holder of this certificate a copy of the Rights
Agreement (as in effect on the date of mailing) without charge promptly after
receipt of a written request therefor.  Under certain circumstances, Rights
which are or were beneficially owned by Acquiring Persons or their Affiliates or
Associates (as such terms are defined in the Rights Agreement) and any
subsequent holder of such Rights may become null and void.

     The Goodyear Tire & Rubber Company appointed, effective May 16, 1990, First
Chicago Trust Company of New York as successor Rights Agent under the Rights
Agreement. The Rights Agreement was amended pursuant to an Amendment to Rights
Agreement dated as of April 6, 1993.

           Explanation of Abbreviations:
                 The following abbreviations, when used in the inscription on
           the face of this certificate, shall be construed as though they were
           written out in full according to applicable laws or regulations:

           TEN COM               as tenants in common
           TEN ENT               as tenants by the entireties
           JT TEN                as joint tenants with right of survivorship and
                                 not as tenants in common
           UNIF GIFT MIN ACT     Uniform Gifts to Minors Act
    Additional abbreviations may also be used though not in the above list.
===============================================================================

                                   ASSIGNMENT

     For value received, ___________ hereby sell, assign and transfer unto

(Please Print or Type Name and Address of Assignee)

                                            Insert here Social Security or Other
Name                                           Identifying Number of Assignee
                                            ------------------------------------

- --------------------------------------------------------------------------------
Street                                                                        
                                                                      SHARES  
- --------------------------------------------------------------------------------
City, State and Zip Code                                                      
                                                                              
================================================================================
(Please Print or Type Name and Address of Assignee)

                                            Insert here Social Security or Other
Name                                           Identifying Number of Assignee
                                            ------------------------------------

- --------------------------------------------------------------------------------
Street                                                                        
                                                                      SHARES  
- --------------------------------------------------------------------------------
City, State and Zip Code                                                      
                                                                              
================================================================================
of the capital stock represented by the within Certificate and do hereby
irrevocably constitute and appoint
                                  ----------------------------------------------

- --------------------------------------------------------------------------------
Attorney to transfer the said stock on the books of the within named Corporation
with full power of substitution in the premises.

                 Issue certificate to the same owner as shown on the face of
this certificate for any shares not assigned above.                 ------------
                                                                      SHARES  
                                                                    ------------
                                                                              
                                                                    ------------


Dated
      -----------------------

                                  X
                                   ---------------------------------------------
                                   (The signature here must correspond with the
                                   name as written upon the face of the
                                   certificate in every particular, without
                                   alteration or enlargement or any change
                                   whatever.)
                                   SIGNATURE GUARANTEED:

<PAGE>   1
- --------------------------------------------------------------------------------


                       THE GOODYEAR TIRE & RUBBER COMPANY

                                      and

               MANUFACTURERS HANOVER TRUST COMPANY, Rights Agent


                                RIGHTS AGREEMENT

                                  Dated as of

                                  July 2, 1986

                            -----------------------


- --------------------------------------------------------------------------------
<PAGE>   2
                      TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
RIGHTS AGREEMENT

Section 1.  Certain Definitions..........................................      2

Section 2.  Appointment of Rights Agent..................................      7

Section 3.  Issue of Right Certificates..................................      7

Section 4.  Form of Right Certificates...................................     10

Section 5.  Countersignature and Registration............................     13

Section 6.  Transfer, Split Up, Combination and
            Exchange of Right Certificates,
            Mutilated, Destroyed, Lost or
            Stolen Right Certificates....................................     14

Section 7.  Exercise of Rights; Purchase
            Price; Expiration Date of Rights.............................     16

Section 8.  Cancellation and Destruction of
            Right Certificates...........................................     21

Section 9.  Reservation and Availability of
            Shares of Capital Stock......................................     21

Section 10. Preferred Stock Record Date..................................     24

Section 11. Adjustment of Purchase Price,
            Number of Shares or Number of
            Rights.......................................................     26

Section 12. Certificate of Adjusted Purchase
            Price or Number of Shares....................................     47

Section 13. Consolidation, Merger or Sale or
            Transfer of Assets or Earning
            Power........................................................     48

Section 14. Fractional Rights and Fractional
            Shares.......................................................     53

Section 15. Rights of Action.............................................     55
</TABLE>


                                      -i-
<PAGE>   3
<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>

Section 16. Agreement of Right Holders...................................     56

Section 17. Right Certificate Holder Not
            Deemed a Shareholder.........................................     58

Section 18. Concerning the Rights Agent..................................     58

Section 19. Merger or Consolidation or Change
            of Name of Rights Agent......................................     59

Section 20. Duties of Rights Agent.......................................     61

Section 21. Change of Rights Agent.......................................     66

Section 22. Issuance of New Right
            Certificates.................................................     68

Section 23. Redemption...................................................     68

Section 24. Notice of Certain Events.....................................     71

Section 25. Notices......................................................     73

Section 26. Supplements and Amendments...................................     74

Section 27. Successors...................................................     75

Section 28. Determinations and Actions by the
            Board of Directors, etc......................................     75

Section 29. Benefits of this Agreement...................................     76

Section 30. Severability.................................................     77

Section 31. Governing Law................................................     77

Section 32. Counterparts.................................................     78

Section 33. Descriptive Headings.........................................     78

Exhibit A - Form of Articles of Amendment................................    A-1

Exhibit B - Form of Right Certificate....................................    B-1

      - Form of Assignment...............................................    B-6

      - Certificate......................................................    B-7
</TABLE>


                                      -ii-
<PAGE>   4
<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
      - Notice...........................................................    B-7

      - Form of Election to Purchase.....................................    B-8

      - Certificate......................................................    B-9

      - Notice...........................................................    B-9

Exhibit C - Summary of Rights to Purchase
            Preferred Stock..............................................    C-1
</TABLE>


                                     -iii-
<PAGE>   5
                                RIGHTS AGREEMENT

          This Agreement, dated as of July 2, 1986, between The Goodyear Tire &
Rubber Company, an Ohio corporation (the "Company"), and Manufacturers Hanover
Trust Company, a national banking association (the "Rights Agent").

                              W I T N E S S E T H

          WHEREAS, the Board of Directors of the Company has authorized and
declared a dividend distribution (the "Distribution") of one Right for each
outstanding share of the Common Stock, without par value, of the Company
outstanding on July 28, 1986 (the "Record Date") and has authorized the issuance
of one Right in respect of each share of Common Stock of the Company issued
between the Record Date and the earlier of the Distribution Date, the Expiration
Date or the Final Expiration Date (as such terms are hereinafter defined), and
under certain other circumstances, each Right initially representing the right
to purchase one one-hundredth of a share of Series A $10.00 Preferred Stock of
the Company having the rights, powers and preferences set forth in the Articles
of Amendment attached hereto as Exhibit A, upon the terms and subject to the
conditions hereinafter set forth (the "Rights");
<PAGE>   6
                                      -2-


          NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:

          Section 1.  Certain Definitions.  For purposes of this Agreement, the
following terms have the meanings indicated:

          (a) "Acquiring Person" shall mean any Person (as such term is
     hereinafter defined) who or which, together with all Affiliates and
     Associates (as such terms are hereinafter defined) of such Person, shall be
     the Beneficial Owner (as such term is hereinafter defined) of securities of
     the Company constituting a Substantial Block (as such term is hereinafter
     defined), but shall not include the Company, any subsidiary of the Company,
     any employee benefit plan of the Company or of any subsidiary of the
     Company or any Person or entity organized, appointed or established by the
     Company or any subsidiary of the Company for or pursuant to the terms of
     any such plan.

          (b) "Affiliate" and "Associate" shall have the respective meanings
     ascribed to such terms in Rule 12b-2 of the General Rules and Regulations
     under the Securities Exchange Act of 1934, as amended (the "Exchange Act")
     as in effect on the date hereof.
<PAGE>   7
                                      -3-


          (c) A Person shall be deemed the "Beneficial Owner" of and shall be
     deemed to "beneficially own" any securities:

               (i) which such Person, or any of such Person's Affiliates or
          Associates, beneficially owns, directly or indirectly;

               (ii) which such Person or any of such Person's Affiliates or
          Associates, directly or indirectly, has (A) the right to acquire
          (whether such right is exercisable immediately or only after the
          passage of time) pursuant to any agreement, arrangement or
          understanding (whether or not in writing), or upon the exercise of
          conversion rights, exchange rights, rights, warrants or options, or
          otherwise; provided, however, that a Person shall not be deemed the
          "Beneficial Owner" of, or to "beneficially own," (1) securities
          tendered pursuant to a tender offer made by such Person or any of such
          Person's Affiliates or Associates until such tendered securities are
          accepted for purchase, (2) securities issuable upon exercise of Rights
          at any time prior to the occurrence of a Triggering Event or (3)
          securities issuable upon exercise of Rights from and after the
<PAGE>   8
                                      -4-


          occurrence of a Triggering Event, which Rights were acquired by such
          Person or any of such Person's Affiliates or Associates prior to the
          Distribution Date or pursuant to Section 3(a) hereof ("Original
          Rights") or pursuant to Section 11(i) or Section 22 hereof in
          connection with an adjustment made with respect to Original Rights; or
          (B) the right to vote or dispose of, pursuant to any agreement,
          arrangement or understanding (whether or not in writing); provided,
          however, that a Person shall not be deemed the Beneficial Owner of, or
          to "beneficially own," any security under this clause (B) if the
          agreement, arrangement or understanding to vote such security (1)
          arises solely from a revocable proxy given in response to a public
          proxy or consent solicitation made pursuant to, and in accordance
          with, the applicable rules and regulations of the Exchange Act and (2)
          is not then reportable by such Person on Schedule 13D under the
          Exchange Act (or any comparable or successor report); or

               (iii) which are beneficially owned, directly or indirectly, by
          any other Person with which such Person or any of such Person's
          Affiliates or Associates
<PAGE>   9
                                      -5-


          has any agreement, arrangement or understanding (whether or not in
          writing) for the purpose of acquiring, holding, voting (except
          pursuant to a revocable proxy as described in clause (B) of
          subparagraph (ii) of this paragraph (c)) or disposing of any
          securities of the Company.

          (d) "Business Day" shall mean any day other than a Saturday, Sunday,
     or a day on which banking institutions in the State of Ohio are authorized
     or obligated by law or executive order to close.

          (e) "close of business" on any given date shall mean 5:00 P.M., Akron
     time, on such date; provided, however, that if such date is not a Business
     Day it shall mean 5:00 P.M., Akron time, on the next succeeding Business
     Day.

          (f) "Common Stock" when used with reference to the Company shall mean
     the Common Stock, without par value, of the Company and when used with
     reference to any Person other than the Company shall mean the capital stock
     with the greatest voting power, or the equity securities or other equity
     interest having power to control or direct the management, of such Person.
<PAGE>   10
                                      -6-


           (g) "Continuing Director" shall mean any individual who is a member
     of the Board of Directors of the Company, while such individual is a member
     of the Board, who is not an Acquiring Person, or an Affiliate or Associate
     of an Acquiring Person, or a representative or nominee of an Acquiring
     Person or of any such Affiliate or Associate and was a member of the Board
     prior to the Shares Acquisition Date, and any successor of a Continuing
     Director, while such successor is a member of the Board, who is not an
     Acquiring Person, or an Affiliate or Associate of an Acquiring Person, or
     representative or nominee of an Acquiring Person or of any such Affiliate
     or Associate, and is recommended or elected to succeed the Continuing
     Director by a majority of the Continuing Directors.

          (h) "Person" shall mean any individual, firm, corporation or other
     entity.

          (i) "Preferred Stock" shall mean shares of Series A $10.00 Preferred
     Stock, without par value, of the Company.

          (j) "Shares Acquisition Date" shall mean the first date of public
     announcement by the Company or an Acquiring Person that an Acquiring Person
     has become such.
<PAGE>   11
                                      -7-


          (k) "Substantial Block" shall mean a number of shares of the Common
     Stock which equals or exceeds 20% of the number of shares of the Common
     Stock then outstanding.

          (l) "Triggering Event" shall mean any event described in Section
     11(a)(ii)(A), (B) or (C) or Section 13(a).

          Section 2.  Appointment of Rights Agent.  The Company hereby appoints
the Rights Agent to act as agent for the Company in accordance with the terms
and conditions hereof, and the Rights Agent hereby accepts such appointment. The
Company may from time to time appoint such Co-Rights Agents as it may deem
necessary or desirable.

          Section 3.  Issue of Right Certificates.   (a) Until the earlier of
(i) the tenth calendar day after the Shares Acquisition Date or (ii) the tenth
calendar day after the date of the commencement of, or first public announcement
of the intent to commence, by any Person (other than the Company, any subsidiary
of the Company, any employee benefit plan of the Company or of any subsidiary of
the Company or any Person or entity organized, appointed or established by the
Company or any subsidiary of the Company for or pursuant to the terms of any
such plan), a tender or exchange offer if, upon
<PAGE>   12
                                      -8-


consummation thereof, such Person would be an Acquiring Person (including any
such date which is after the date of this Agreement and prior to the issuance of
the Rights; the earlier of the dates in subsections (i) and (ii) hereof being
herein referred to as the "Distribution Date"), (x) the Rights will be evidenced
(subject to the provisions of paragraph (b) of this Section 3) by the
certificates for the Common Stock registered in the names of the holders of the
Common Stock (which certificates for the Common Stock also shall be deemed to be
Right Certificates) and not by separate Right Certificates, and (y) the right to
receive Right Certificates will be transferable only in connection with the
transfer of the Common Stock.  As soon as practicable after the Distribution
Date, the Rights Agent will send, by first-class, insured, postage prepaid mail,
to each record holder of the Common Stock as of the close of business on the
Distribution Date, at the address of such holder shown on the records of the
Company, a Right Certificate, in substantially the form of Exhibit B hereto,
evidencing one Right for each share of the Common Stock so held.  As of the
Distribution Date, the Rights will be evidenced solely by such Right
Certificates.

          (b) On the Record Date or as soon as practicable thereafter, the
Company will send a copy of a Summary of Rights
<PAGE>   13
                                      -9-


to Purchase Preferred Stock, in substantially the form attached hereto as
Exhibit C (the "Summary of Rights"), by first-class, postage prepaid mail, to
each record holder of the Common Stock as of the close of business on the Record
Date, at the address of such holder shown on the records of the Company.  With
respect to certificates for the Common Stock outstanding as of the Record Date,
until the Distribution Date, the Rights will be evidenced by such certificates
for the Common Stock registered in the names of the holders of the Common Stock
with a copy of the Summary of Rights attached thereto.  Until the Distribution
Date (or earlier redemption or expiration of the Rights), the surrender for
transfer of any of the certificates for the Common Stock outstanding on the
Record Date, even without a copy of the Summary of Rights attached thereto,
shall also constitute the surrender for transfer of the Rights associated with
the Common Stock represented by such certificate.

          (c) Rights shall be issued in respect of all shares of Common Stock
issued after the Record Date but prior to the earlier of the Distribution Date
or the Expiration Date or the Final Expiration Date (as such terms are defined
in Section 7). Certificates representing such shares of Common Stock shall have
impressed on, printed on, written on or otherwise affixed to them the following
legend:
<PAGE>   14
                                      -10-


     This certificate also evidences and entitles the holder hereof to certain
     Rights as set forth in a Rights Agreement between The Goodyear Tire &
     Rubber Company and Manufacturers Hanover Trust Company, Rights Agent, dated
     as of July 2, 1986 (the "Rights Agreement"), the terms of which are hereby
     incorporated herein by reference and a copy of which is on file at the
     principal executive offices of The Goodyear Tire & Rubber Company. Under
     certain circumstances, as set forth in the Rights Agreement, such Rights
     will be evidenced by separate certificates and will no longer be evidenced
     by this certificate.  The Goodyear Tire & Rubber Company will mail to the
     holder of this certificate a copy of the Rights Agreement (as in effect on
     the date of mailing) without charge promptly after receipt of a written
     request therefor.  Under certain circumstances, Rights which are or were
     beneficially owned by Acquiring Persons or their Affiliates or Associates
     (as such terms are defined in the Rights Agreement) and any subsequent
     holder of such Rights may become null and void.

Until the Distribution Date, the Rights associated with the Common Stock
represented by certificates containing the foregoing legend shall be evidenced
by such certificates alone, and the surrender for transfer of any of such
certificates shall also constitute the surrender for transfer of the Rights
associated with the Common Stock represented by such certificate.

          Section 4.  Form of Right Certificates.  (a) The Right Certificates
(and the forms of election to purchase shares and of assignment to be printed on
the reverse thereof) shall be substantially the same as Exhibit B hereto and may
have such marks of identification or designation and such
<PAGE>   15
                                      -11-


legends, summaries or endorsements printed thereon as the Company may deem
appropriate and as are not inconsistent with the provisions of this Agreement,
or as may be required to comply with any applicable law or with any rule or
regulation made pursuant thereto or with any rule or regulation of any stock
exchange on which the Rights may from time to time be listed, or to conform to
usage.  Subject to the provisions of Section 22 hereof, the Right Certificates,
whenever issued, shall be dated as of the Record Date, and on their face shall
entitle the holders thereof to purchase such number of shares of the Preferred
Stock (or following a Triggering Event, Common Stock, other securities, cash or
other assets as the case may be) as shall be set forth therein at the price per
share set forth therein (the "Purchase Price"), but the number of such shares
and the Purchase Price shall be subject to adjustment as provided herein.

          (b) Notwithstanding any other provision of this Agreement, any Right
Certificate issued pursuant to Section 3 or Section 22 hereof that represents
Rights beneficially owned by (i) an Acquiring Person or any Associate or
Affiliate thereof, (ii) a transferee of an Acquiring Person (or of any such
Associate or Affiliate) who becomes a transferee after the Acquiring Person
became such, or (iii) a transferee of an
<PAGE>   16
                                      -12-


Acquiring Person (or of any such Associate or Affiliate) who becomes a
transferee prior to or concurrently with the Acquiring Person becoming such and
receives such Rights pursuant to either (A) a transfer (whether or not for
consideration) from the Acquiring Person to holders of equity interests in such
Acquiring Person or to any Person with whom such Acquiring Person has any
continuing agreement, arrangement or understanding regarding the transferred    
Rights or (B) a transfer which the Board of Directors of the Company has
determined is part of a plan, arrangement or understanding which has as a
primary purpose or effect avoidance of Section 7(e) hereof, any Right
Certificate issued at any time to any nominee of such Acquiring Person,
Associate or Affiliate, and any Right Certificate issued pursuant to Section 6
or Section 11 upon transfer, exchange, replacement or adjustment of any other
Right Certificate referred to in this sentence, shall contain the following
end:
        
   The Rights represented by this Right Certificate are or were beneficially
   owned by a Person who was or became an Acquiring Person or an Affiliate or an
   Associate of an Acquiring Person (as such terms are defined in the Rights
   Agreement).  Accordingly, this Right Certificate and the Rights represented
   hereby may become null and void in the circumstances specified in Section
   7(e) of the Rights Agreement.
<PAGE>   17
                                      -13-


          Section 5.  Countersignature and Registration.  The Right Certificates
shall be executed on behalf of the Company in the manner provided in the Code of
Regulations of the Company for Common Stock certificates.  The Right
Certificates shall be manually countersigned by the Rights Agent and shall not
be valid for any purpose unless so countersigned.   In case any officer of the
Company who shall have signed any of the Right Certificates shall cease to be
such officer of the Company before countersignature by the Rights Agent and
issuance and delivery by the Company, such Right Certificates, nevertheless, may
be countersigned by the Rights Agent, issued and delivered with the same force
and effect as though the person who signed such Right Certificates had not
ceased to be such officer of the Company; and any Right Certificate may be
signed on behalf of the Company by any person who, at the actual date of the
execution of such Right Certificate, shall be a proper officer of the Company to
sign such Right Certificate, although at the date of the execution of this
Rights Agreement any such person was not such an officer.

          Following the Distribution Date, the Rights Agent will keep or cause
to be kept, at one of its offices in New York, New York, books for registration
and transfer of the Right Certificates issued hereunder.  Such books shall show
<PAGE>   18
                                      -14-


the names and addresses of the respective holders of the Right Certificates, the
number of Rights evidenced on its face by each of the Right Certificates and the
date of each of the Right Certificates.

          Section 6.  Transfer, Split Up, Combination and Exchange of Right
Certificates, Mutilated, Destroyed, Lost or Stolen Right Certificates.  Subject
to the provisions of Section 4(b), Section 7(e) and Section 14 hereof, at any
time after the close of business on the Distribution Date, and at or prior to
the close of business on the earlier of the Expiration Date or the Final
Expiration Date, any Right Certificate or Certificates may be transferred, split
up, combined or exchanged for another Right Certificate or Right Certificates,
entitling the registered holder to purchase a like number of one one-hundredths
of a share of Preferred Stock (or, following a Triggering Event, Common Stock,
other securities, cash or other assets, as the case may be) as the Right
Certificate or Right Certificates surrendered then entitled such holder (or
former holder in the case of a transfer) to purchase.  Any registered holder
desiring to transfer, split up, combine or exchange any Right Certificate shall
make such request in writing delivered to the Rights Agent, and shall surrender
the Right Certificate or Right Certificates to be transferred, split up,
<PAGE>   19
                                      -15-


combined or exchanged at the principal office of the Rights Agent for such
purpose.  Neither the Rights Agent nor the Company shall be obligated to take
any action whatsoever with respect to the transfer of any such surrendered Right
Certificate until the registered holder shall have completed and signed the
certificate contained in the form of assignment on the reverse side of such
Right Certificate and shall have provided such additional evidence of the
identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or
Associates thereof as the Company shall reasonably request. Thereupon the Rights
Agent shall, subject to Section 4(b), Section 7(e) and Section 14 hereof,
countersign and deliver to the person entitled thereto a Right Certificate or
Right Certificates, as the case may be, as so requested.  The Company may
require payment of a sum sufficient to cover any tax or governmental charge that
may be imposed in connection with any transfer, split up, combination or
exchange of Right Certificates.

          Upon receipt by the Company and the Rights Agent of evidence
reasonably satisfactory to them of the loss, theft, destruction or mutilation of
a Right Certificate, and, in case of loss, theft or destruction, of indemnity or
security reasonably satisfactory to them, and reimbursement to the Company and
the Rights Agent of all reasonable expenses incidental
<PAGE>   20
                                      -16-


thereto, and upon surrender to the Rights Agent and cancellation of the Right
Certificate if mutilated, the Company will make and deliver a new Right
Certificate of like tenor to the Rights Agent for delivery to the registered
owner in lieu of the Right Certificate so lost, stolen, destroyed or mutilated.

          Section 7.  Exercise of Rights; Purchase Price; Expiration Date of
Rights.  (a) Subject to Section 7(e) hereof, the registered holder of any Right
Certificate may exercise the Rights evidenced thereby (except as otherwise
provided herein) in whole or in part at any time after the Distribution Date
upon surrender of the Right Certificate, with the form of election to purchase
on the reverse side thereof duly executed, to the Rights Agent at its office at
450 West 33 Street, New York, New York 10001, together with payment of the
aggregate Purchase Price with respect to the total number of one one-hundredths
of a share of Preferred Stock (or other securities or property, as the case may
be) as to which such surrendered Rights are then exercisable, at or prior to the
close of business on the earlier of (i) July 28, 1996 (the "Final Expiration
Date"), or (ii) the date on which the Rights are redeemed as provided in Section
23 (such earlier date being herein referred to as the "Expiration Date").
<PAGE>   21
                                      -17-


          (b) The Purchase Price for each one one-hundredth of a share of
Preferred Stock pursuant to the exercise of a Right shall initially be $100,
shall be subject to adjustment from time to time as provided in Section 11
hereof and shall be payable in lawful money of the United States of America in
accordance with paragraph (c) below.

          (c) Upon receipt of a Right Certificate representing exercisable
Rights, with the form of election to purchase and the certificate duly executed,
accompanied by payment of the Purchase Price per one one-hundredth of a share of
Preferred Stock (or other shares, securities or property, as the case may be) to
be purchased and an amount equal to any applicable transfer tax in cash, or by
certified check or bank draft payable to the order of the Company, the Rights
Agent shall, subject to Section 20(k) hereof, thereupon promptly (i) requisition
from any transfer agent of the Preferred Stock of the Company certificates for
the total number of one one-hundredths of a share of Preferred Stock to be
purchased and the Company hereby irrevocably authorizes its transfer agent to
comply with all such requests, (ii) if the Company shall have elected to deposit
the total number of shares of Preferred Stock issuable upon exercise of the
Rights hereunder with a depositary agent, requisition from the depositary agent
depositary receipts
<PAGE>   22
                                      -18-


representing such number of one one-hundredths of a share of Preferred Stock as
are to be purchased (in which case certificates for the shares of Preferred
Stock represented by such receipts shall be deposited by the transfer agent with
the depositary agent) and the Company will direct the depositary agent to comply
with such request, (iii) when appropriate, requisition from any transfer agent
of the Common Stock of the Company certificates for the total number of shares
of Common Stock to be paid in accordance with Section 11(a)(ii) and 11(a)(iii),
(iv) when appropriate, requisition from the Company the amount of cash to be
paid in lieu of issuance of fractional shares in accordance with Section 14, (v)
promptly after receipt of such certificates or depositary receipts, cause the
same to be delivered to or upon the order of the registered holder of such Right
Certificate, registered in such name or names as may be designated by such
holder and (vi) when appropriate, after receipt promptly deliver such cash to or
upon the order of the registered holder of such Right Certificate.  In the event
that the Company is obligated to issue securities, distribute property or pay
cash pursuant to Section 11(a)(iii) hereof, the Company will make all
arrangements necessary so that cash, property or securities are available for
issuance, distribution or payment by the Rights Agent, if and when appropriate.
<PAGE>   23
                                      -19-


          (d) In case the registered holder of any Right Certificate shall
exercise less than all the Rights evidenced thereby, a new Right Certificate
evidencing Rights equivalent to the Rights remaining unexercised shall be issued
by the Rights Agent to the registered holder of such Right Certificate or to his
duly authorized assigns, subject to the provisions of Section 14 hereof.

          (e) Notwithstanding anything in this Agreement to the contrary, any
Rights that are or were at any time on or after the earlier of the Distribution
Date or the Shares Acquisition Date beneficially owned by (i) an Acquiring
Person or any Associate or Affiliate of an Acquiring Person, (ii) a transferee
of an Acquiring Person (or of any such Associate or Affiliate) who becomes a
transferee after the Acquiring Person becomes such, or (iii) a transferee of an
Acquiring Person (or of any such Associate or Affiliate) who becomes a
transferee prior to or concurrently with the Acquiring Person becoming such and
receives such Rights pursuant to either (A) a transfer (whether or not for
consideration) from the Acquiring Person to holders of equity interests in such
Acquiring Person or to any Person with whom the Acquiring Person has any
continuing agreement, arrangement or understanding regarding the transferred
Rights or (B) a transfer which the Board of Directors of the
<PAGE>   24
                             -20-


Company has determined is part of a plan, arrangement or understanding which has
as a primary purpose or effect the avoidance of this Section 7(e), shall become
null and void upon the occurrence of a Triggering Event and no holder of such
Rights shall have any right with respect to such Rights under any provision of
this Agreement from and after the occurrence of a Triggering Event.  The Company
shall use all reasonable efforts to insure that the provisions of this Section
7(e) and Section 4(b) hereof are complied with, but shall have no liability to
any holder of Right Certificates or other Person as a result of its failure to
make any determinations with respect to an Acquiring Person or its Affiliates,
Associates or transferees hereunder.

          (f) Notwithstanding anything in this Agreement to the contrary,
neither the Rights Agent nor the Company shall be obligated to undertake any
action with respect to a registered holder upon the occurrence of any purported
exercise as set forth in this Section 7 unless such registered holder shall have
(i) completed and signed the certificate contained in the form of election to
purchase set forth on the reverse side of the Right Certificate surrendered for
such exercise, and (ii) provided such additional evidence of the identity of the
Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates
thereof as the Company shall reasonably request.
<PAGE>   25
                                      -21-


          Section 8.  Cancellation and Destruction of Right Certificates.  All
Right Certificates surrendered for the purpose of exercise, transfer, split up,
combination or exchange shall, if surrendered to the Company or to any of its
agents, be delivered to the Rights Agent for cancellation or in cancelled form,
or, if surrendered to the Rights Agent, shall be cancelled by it, and no Right
Certificates shall be issued in lieu thereof except as expressly permitted by
any of the provisions of this Rights Agreement.  The Company shall deliver to
the Rights Agent for cancellation and retirement, and the Rights Agent shall so
cancel and retire, any other Right Certificate purchased or acquired by the
Company otherwise than upon the exercise thereof.  The Rights Agent shall
deliver all cancelled Right Certificates to the Company, or shall, at the
written request of the Company, destroy such cancelled Right Certificates, and
in such case shall deliver a certificate of destruction thereof to the Company.

          Section 9.  Reservation and Availability of Shares of Capital Stock.
(a) The Company covenants and agrees that it will cause to be reserved and kept
available out of its authorized and unissued shares of Preferred Stock (and,
following the occurrence of a Triggering Event, out of its authorized and
unissued shares of Common Stock or its authorized and issued
<PAGE>   26
                                      -22-


Common Stock held in its treasury and/or other securities), the number of shares
of Preferred Stock (and, following the occurrence of a Triggering Event, Common
Stock and/or other securities) that, as provided in this Agreement, will be
sufficient to permit the exercise in full of all outstanding Rights.

          (b) So long as the shares of Preferred Stock (and, following the
occurrence of a Triggering Event, Common Stock and/or other securities) issuable
and deliverable upon the exercise of Rights may be listed on any national
securities exchange, the Company shall use its best efforts to cause, from and
after such time as the Rights become exercisable, all shares reserved for such
issuance to be listed on such exchange upon official notice of issuance upon
such exercise.

          (c) The Company shall use its best efforts to (i) file, as soon as
practicable following the first occurrence of a Triggering Event, a registration
statement under the Securities Act of 1933 (the "Act"), with respect to the
Rights and the securities purchasable upon exercise of the Rights on an
appropriate form, (ii) cause such registration statement to become effective as
soon as practicable after such filing, and (iii) cause such registration
statement to remain effective (with a prospectus at all times meeting the
requirements of the Act) until the date of the expiration of the Rights.  The
<PAGE>   27
                                      -23-


Company will also take such action as may be appropriate under the blue sky laws
of the various states.  The Company may temporarily suspend, for a period of
time not to exceed ninety (90) days, the exercisability of the Rights in order
to prepare and file such registration statement.  Upon any such suspension, the
Company shall issue a public announcement stating that the exercisability of the
Rights has been temporarily suspended, as well as a public announcement and
notice to the Rights Agent at such time as the suspension is no longer in
effect.  Notwithstanding any provision of this Agreement to the contrary, the
Rights shall not be exercisable in any jurisdiction unless the requisite
qualification in such jurisdiction shall have been obtained.

          (d) The Company covenants and agrees that it will take all such action
as may be necessary to ensure that all one one-hundredths of a share of
Preferred Stock (and, following the occurrence of a Triggering Event, Common
Stock and/or other securities) delivered upon exercise of Rights shall, at the
time of delivery of the certificates for such shares (subject to payment of the
Purchase Price), be duly and validly authorized and issued and fully paid and
nonassessable.

          (e) The Company further covenants and agrees that it will pay when due
and payable any and all federal and state
<PAGE>   28
                                      -24-


transfer taxes and charges which may be payable in respect of the issuance or
delivery of the Right Certificates or of any one one-hundredths of a share of
Preferred Stock (or Common Stock and/or other securities, as the case may be)
upon the exercise of Rights.  The Company shall not, however, be required (a) to
pay any transfer tax which may be payable in respect of any transfer involved in
the transfer or delivery of Right Certificates or the issuance or delivery of
certificates for the one one-hundredths of a share of Preferred Stock (or Common
Stock and/or other securities, as the case may be) in a name other than that of
the registered holder of the Right Certificate evidencing Rights surrendered for
exercise or (b) to issue or deliver any certificates for a number of one
one-hundredths of a share of Preferred Stock upon the exercise of any Rights
until any such tax shall have been paid (any such tax being payable by the
holder of such Right Certificate at the time of surrender) or until it has been
established to the Company's satisfaction that no such tax is due.

          Section 10.  Preferred Stock Record Date.  Each person in whose name
any certificate for a number of one one-hundredths of a share of Preferred
Stock (or shares of Common Stock and/or other securities, as the case may be) is
issued upon the exercise of Rights shall for all purposes be deemed to
<PAGE>   29
                                      -25-


have become the holder of record of such fractional shares of Preferred Stock
(or shares of Common Stock and/or other securities, as the case may be)
represented thereby on, and such certificate shall be dated, the date upon which
the Right Certificate evidencing such Rights was duly surrendered and payment of
the Purchase Price (and any applicable transfer taxes) was made; provided,
however, that if the date of such surrender and payment is a date upon which the
Preferred Stock (or Common Stock and/or other securities, as the case may be)
transfer books of the Company are closed, such person shall be deemed to have
become the record holder of such shares (fractional or otherwise) on, and such
certificate shall be dated, the next succeeding business day on which the
Preferred Stock (or Common Stock and/or other securities, as the case may be)
transfer books of the Company are open.  Prior to the exercise of the Rights
evidenced thereby, the holder of a Right Certificate shall not be entitled to
any rights of a shareholder of the Company with respect to shares for which the
Rights shall be exercisable, including, without limitation, the right to vote,
to receive dividends or other distributions or to exercise any preemptive
rights, and shall not be entitled to receive any notice of any proceedings of
the Company, except as provided herein.
<PAGE>   30
                                      -26-


          Section 11.  ADJUSTMENT OF PURCHASE PRICE, NUMBER OF SHARES OR NUMBER
OF RIGHTS.  The Purchase Price, the number of shares covered by each Right and
the number of Rights outstanding are subject to adjustment from time to time as
provided in this Section 11.

          (a) (i) In the event the Company shall at any time after the date of
     this Agreement (A) declare a dividend on the Preferred Stock payable in
     shares of the Preferred Stock, (B) subdivide the outstanding Preferred
     Stock, (C) combine the outstanding Preferred Stock into a smaller number of
     shares or (D) issue any shares of its capital stock in a reclassification
     of the Preferred Stock (including any such reclassification in connection
     with a consolidation or merger in which the Company is the continuing
     corporation), except as otherwise provided in this Section 11(a) and
     Section 7(e) hereof, the Purchase Price in effect at the time of the record
     date for such dividend or of the effective date of such subdivision,
     combination or reclassification, and the number and kind of shares of
     Preferred Stock or capital stock, as the case may be, issuable on such
     date, shall be proportionately adjusted so that the holder of any Right
     exercised after such time shall be entitled to receive the aggregate number
     and kind
<PAGE>   31
                                      -27-


     of shares of Preferred Stock or capital stock, as the case may be, which,
     if such Right had been exercised immediately prior to such date and at a
     time when the Preferred Stock transfer books of the Company were open, he
     would have owned upon such exercise and been entitled to receive by virtue
     of such dividend, subdivision, combination or reclassification.  If an
     event occurs which would require an adjustment under both Section 11(a)(i)
     and Section 11(a)(ii), the adjustment provided for in this Section 11(a)(i)
     shall be in addition to, and shall be made prior to any adjustment required
     pursuant to Section ll(a)(ii).

                (ii) In the event


                (A) any Acquiring Person or any Associate or Affiliate of any
           Acquiring Person, at any time after the date of this Agreement,
           directly or indirectly, (1) shall merge into the Company or otherwise
           combine with the Company, the Company shall be the continuing or
           surviving corporation of such merger or combination, and the Common
           Stock of the Company shall remain outstanding, (2) shall, in one or
           more transactions, transfer any assets to the Company in exchange (in
           whole or in part) for shares of the capital stock of the Company or
           for securities
<PAGE>   32
                                      -28-


           exercisable for or convertible into shares of the capital stock of
           the Company or otherwise obtain from the Company, with or without
           consideration, any additional shares of the capital stock of the
           Company or securities exercisable for or convertible into shares of
           the capital stock of the Company (other than as part of a pro rata
           distribution to all holders of the Common Stock of the Company), (3)
           shall sell, purchase, lease, exchange, mortgage, pledge, transfer or
           otherwise dispose (in one transaction or a series of transactions),
           to, from or with, as the case may be, the Company or any of the
           Company's subsidiaries, other than incidental to the lines of
           business currently engaged in as of the date hereof between the
           Company and such Acquiring Person or Associate or Affiliate, assets
           having an aggregate fair market value of more than $10,000,000, other
           than a transaction set forth in Section 13(a) hereof, (4) shall sell,
           purchase, lease, exchange, mortgage, pledge, transfer or otherwise
           dispose (in one transaction or a series of transactions), to, from or
           with the Company or any of the Company's subsidiaries, assets on
           terms and conditions less favorable to the Company than the Company
           would be able to obtain through
<PAGE>   33
                                      -29-


           arm's-length negotiation with an unaffiliated third party, other than
           a transaction set forth in Section 13(a) hereof, (5) shall receive
           any compensation from the Company or any of the Company's
           subsidiaries other than compensation for full-time employment as a
           regular employee at rates in accordance with the Company's (or its
           subsidiaries') past practices, or (6) shall receive a direct or
           indirect benefit (except proportionately as a shareholder), of any
           loans, advances, guarantees, pledges or other financial assistance or
           any tax credits or other tax advantage provided by the Company or any
           of its subsidiaries, or

               (B) any Person (other than the Company, any subsidiary of the
           Company, any employee benefit plan of the Company or of any
           subsidiary of the Company, or any Person or entity organized,
           appointed or established by the Company or any subsidiary of the
           Company for or pursuant to the terms of any such plan), alone or
           together with its Affiliates and Associates, shall become the
           Beneficial Owner of 35% or more of the shares of Common Stock then
           outstanding (except pursuant to an offer for all outstanding
<PAGE>   34
                                      -30-


           shares of Common Stock at a price and upon such terms and conditions
           as a majority of the Continuing Directors determine to be in the best
           interests of the Company and its shareholders (other than the Person
           or any Affiliate or Associate thereof on whose behalf the offer is
           being made)) providing the Continuing Directors constitute a majority
           of the Board of Directors, or

                (C) during such time as there is an Acquiring Person, (1) there
           shall be any failure to declare and pay at the regular date therefor
           any full quarterly dividends (whether or not cumulative) on any
           outstanding preferred stock of the Company (except to the extent such
           declaration or payment would be prohibited under the laws of the
           Company's jurisdiction of incorporation), (2) there shall be any
           reduction in the annual rate of dividends paid on the Common Stock
           (except to reflect any subdivision of the Common Stock or as required
           under the laws of the Company's jurisdiction of incorporation or as
           approved by a majority of the Continuing Directors and the Continuing
           Directors constitute a majority of the Board of Directors or by the
           holders of 66 2/3%
<PAGE>   35
                                      -31-


           percent or more of the then outstanding shares of Common Stock
           beneficially owned by Persons other than the Acquiring Person or its
           Affiliates or Associates), (3) there shall be a failure to increase
           the annual rate of dividends as necessary to reflect any
           reclassification (including any reverse stock split),
           recapitalization, reorganization or any similar transaction which has
           the effect of reducing the number of outstanding shares of the Common
           Stock (except to the extent such increase in the rate of dividends
           would be prohibited under the laws of the Company's jurisdiction of
           incorporation), or (4) there shall be any reclassification of
           securities (including any reverse stock split), or recapitalization
           of the Company, or any merger or consolidation of the Company with
           any of its subsidiaries or any other transaction or series of
           transactions to which the Company or any of its subsidiaries is a
           party (whether or not with or into or otherwise involving an
           Acquiring Person) which has the effect, directly or indirectly, of
           increasing by more than 1% the proportionate share of the outstanding
           shares of any class of equity or convertible securities of the
           Company or any of its subsidiaries which is directly or
<PAGE>   36
                                      -32-


           indirectly owned by any Acquiring Person or any Associate or
           Affiliate of any Acquiring Person,

then, within five (5) days after the date of the occurrence of an event
described in Section 11(a)(ii)(B) hereof and promptly following the occurrence
of any event described in Section 11(a)(ii)(A) or (C) hereof, proper provision
shall be made so that each holder of a Right (except as provided in Section 7(e)
hereof) shall thereafter have a right to receive, upon exercise thereof at the
then current Purchase Price in accordance with the terms of this Agreement, in
lieu of shares of Preferred Stock, such number of shares of the Common Stock of
the Company as shall equal the result obtained by (x) multiplying the then
current Purchase Price by the then number of one one-hundredths of a share of
Preferred Stock for which a Right is then exercisable and dividing that product
by (y) 50% of the current market price per share of the Common Stock of the
Company (determined pursuant to Section 11(d)) on the date on which the first of
the events listed above in this subparagraph (ii) occurs (such number of shares
are hereinafter referred to as the "Adjustment Shares").  For the purposes of
this Section "subsidiaries" shall mean any corporations or other entities of
which a majority of the voting power of the voting equity securities or equity
interests is owned, directly or indirectly, by the Company.
<PAGE>   37
                                      -33-


          (iii) In the event that the number of shares of Common Stock which are
     authorized by the Company's Amended Articles of Incorporation but not
     outstanding or reserved for issuance for purposes other than upon exercise
     of the Rights are not sufficient to permit the exercise in full of the
     Rights in accordance with the foregoing subparagraph (ii), the Company
     shall (A) determine the excess of (1) the value of the Adjustment Shares
     issuable upon the exercise of a Right over (2) the Purchase Price (such
     excess, the "Spread"), and (B) with respect to each Right, then the
     Company, upon the surrender for exercise of a Right and without requiring
     payment of the Purchase Price, shall be obligated to deliver uniformly on a
     pro rata basis to all outstanding Rights shares of Common Stock (to the
     extent available) and then, if necessary, cash, which shares and/or cash
     have an aggregate value equal to the Spread.  To the extent that any legal
     or contractual restrictions prevent the Company from paying the full amount
     of cash payable in accordance with the foregoing sentence, the Company
     shall pay to holders of the Rights as to which such payments are being made
     all amounts which are not then restricted uniformly on a pro rata basis.
     The Company shall continue to make payments on a pro rata basis as funds
     become available until such payments have been paid in full.
<PAGE>   38
                                      -34-


          (b) In the case the Company shall fix a record date for the issuance
of rights or warrants to all holders of Preferred Stock entitling them (for a
period expiring within 45 calendar days after such record date) to subscribe for
or purchase Preferred Stock (or shares having the same rights, privileges and
preferences as the shares of Preferred Stock ("equivalent preferred stock") or
securities convertible into Preferred Stock or equivalent preferred stock) at a
price per share of Preferred Stock or per share of equivalent preferred stock
(or having a conversion price per share, if a security convertible into
Preferred Stock or equivalent preferred stock) less than the current market
price (as defined in Section 11(d)) per share of Preferred Stock on such record
date, the Purchase Price to be in effect after such record date shall be
determined by multiplying the Purchase Price in effect immediately prior to such
record date by a fraction, of which the numerator shall be the number of shares
of Preferred Stock outstanding on such record date plus the number of shares of
Preferred Stock which the aggregate offering price of the total number of shares
of Preferred Stock and/or equivalent Preferred Stock so to be offered (and/or
the aggregate initial conversion price of the convertible securities so to be
offered) would purchase at such current market price and of which the
denominator shall be the number of shares of Preferred Stock
<PAGE>   39
                                      -35-


outstanding on such record date plus the number of additional shares of
Preferred Stock and/or equivalent Preferred Stock to be offered for subscription
or purchase (or into which the convertible securities so to be offered are
initially convertible).  In case such subscription price may be paid in a
consideration part or all of which shall be in a form other than cash, the value
of such consideration shall be as determined in good faith by the Board of
Directors of the Company, whose determination shall be described in a statement
filed with the Rights Agent.  Shares of Preferred Stock owned by or held for the
account of the Company shall not be deemed outstanding for the purpose of any
such computation.  Such adjustment shall be made successively whenever such a
record date is fixed; and in the event that such rights or warrants are not so
issued, the Purchase Price shall be adjusted to be the Purchase Price which
would then be in effect if such record date has not been fixed.

          (c) In case the Company shall fix a record date for the making of a
distribution to all holders of Preferred Stock (including any such distribution
made in connection with a consolidation or merger in which the Company is the
continuing corporation) of evidences of indebtedness or assets (other than a
regular periodic cash dividend at a rate not in excess of 125% of the rate of
the last cash dividend theretofore paid or
<PAGE>   40
                                      -36-


a dividend payable in Preferred Stock, but including any dividend payable in
stock other than Preferred Stock) or subscription rights or warrants (excluding
those referred to in Section 11(b)), the Purchase Price to be in effect after
such record date shall be determined by multiplying the Purchase Price in effect
immediately prior to such record date by a fraction, of which the numerator
shall be the current market price (as defined in Section 11(d)) per share of
Preferred Stock on such record date, less the fair market value (as determined
in good faith by the Board of Directors of the Company, whose determination
shall be described in a statement filed with the Rights Agent) of the portion of
the assets or evidences of indebtedness so to be distributed or of such
subscription rights or warrants applicable to one share of Preferred Stock and
of which the denominator shall be such current market price per share of
Preferred Stock.  Such adjustments shall be made successively whenever such a
record date is fixed; and in the event that such distribution is not so made,
the Purchase Price shall again be adjusted to be the Purchase Price which would
then be in effect if such record date had not been fixed.

          (d) (i) For the purpose of any computation under Section 11(b) or (c)
     hereof, the "current market price"
<PAGE>   41
                                      -37-


     per, or value of a, share of the Common Stock on any date of determination
     shall be deemed to be the average of the daily closing prices per share of
     such Common Stock for the 30 consecutive Trading Days (as such term is
     hereinafter defined) immediately prior to such date; PROVIDED, HOWEVER,
     that in the event that the current market price (or value) per share of the
     Common Stock is determined during the period following the announcement by
     the issuer of such Common Stock of (A) a dividend or distribution on such
     Common Stock payable in shares of such Common Stock or securities
     convertible into shares of such Common Stock, or (B) any sub-division,
     combination or reclassification of such Common Stock, and prior to the
     expiration of 30 Trading Days, after the ex-dividend date for such dividend
     or distribution, or the record date for such subdivision, combination or
     reclassification, then, and in each such case, the "current market price"
     or "value" shall be appropriately adjusted to take into account ex-dividend
     trading.  The closing price for each day shall be the last sale price,
     regular way, or, in case no such sale takes place on such day, the average
     of the closing bid and asked prices, regular way, in either case as
     reported in the principal consolidated transaction reporting system with
     respect to securities listed or admitted to trading
<PAGE>   42
                                      -38-


     on the New York Stock Exchange or, if the shares of the Common Stock are
     not listed or admitted to trading on the New York Stock Exchange, as
     reported in the principal consolidated transaction reporting system with
     respect to securities listed on the principal national securities exchange
     on which the shares of the Common Stock are listed or admitted to trading
     or, if the shares of the Common Stock are not listed or admitted to trading
     on any national securities exchange, the last quoted price or, if not so
     quoted, the average of the high bid and low asked prices in the
     over-the-counter market, as reported by the National Association of
     Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or such
     other system then in use, or, if on any such date the shares of the Common
     Stock are not quoted by such organization, the average of the closing bid
     and asked prices as furnished by a professional market maker making a
     market in the Common Stock selected by the Board of Directors of the
     Company.  If on any such date no market maker is making a market in the
     Common Stock, the fair value of such shares on such date shall be as
     determined in good faith by the Continuing Directors if the Continuing
     Directors constitute a majority of the Board of Directors or in the event
     the Continuing Directors do not constitute a majority of the Board of
<PAGE>   43
                                      -39-


     Directors, by an independent investment banking firm selected by the Board
     of Directors.  The term "Trading Day" shall mean a day on which the
     principal national securities exchange on which the shares of Common Stock
     are listed or admitted to trading is open for the transaction of business
     or, if the shares of the Common Stock are not listed or admitted to trading
     on any national securities exchange, a Monday, Tuesday, Wednesday, Thursday
     or Friday on which banking institutions in the State of Ohio are not
     authorized or obligated by law or executive order to close.  If the Common
     Stock is not publicly held or not so listed or traded, "current market
     price" per share shall mean the fair value per share as determined in good
     faith by the Continuing Directors of the Company if the Continuing
     Directors constitute a majority of the Board of Directors or in the event
     the Continuing Directors do not constitute a majority of the Board of
     Directors by an independent investment banking firm selected by the Board
     of Directors, whose determination shall be described in a statement filed
     with the Rights Agent and shall be conclusive for all purposes.

          (ii) For the purpose of any computation hereunder, the "current market
     price" per share of Preferred Stock
<PAGE>   44
                                      -40-


     shall be determined in the same manner as set forth above for the Common
     Stock in clause (i) of this Section 11(d) (other than the last sentence
     thereof).  If the current market price per share of Preferred Stock cannot
     be determined in the manner provided above or if the Preferred Stock is not
     publicly held or listed or traded in a manner described in clause (i) of
     this Section 11(d), the "current market price" per share of Preferred Stock
     shall be conclusively deemed to be an amount equal to 100 (as such number
     may be appropriately adjusted for such events as stock splits, stock
     dividends and recapitalizations with respect to the Common Stock occurring
     after the date of this Agreement) multiplied by the current market price
     per share of the Common Stock.  If neither the Common Stock nor the
     Preferred Stock is publicly held or so listed or traded, "current market
     price" per share of the Preferred Stock shall mean the fair value per share
     as determined in good faith by the Board of Directors of the Company, whose
     determination shall be described in a statement filed with the Rights Agent
     and shall be conclusive for all purposes. For all purposes of this
     Agreement, the "current market price" of one one-hundredth of a share of
     Preferred Stock shall be equal to the "current market price" of one share
     of Preferred Stock divided by 100.
<PAGE>   45
                                      -41-


          (e) No adjustment in the Purchase Price shall be required unless such
adjustment would require an increase or decrease of at least 1% in such price;
provided, however, that any adjustments which by reason of this Section 11(e)
are not required to be made shall be carried forward and taken into account in
any subsequent adjustment.  All calculations under this Section 11 shall be made
to the nearest cent or to the nearest ten-thousandth of a share as the case may
be.  Notwithstanding the first sentence of this Section 11(e), any adjustment
required by this Section 11 shall be made no later than the earlier of (i) three
years from the date of the transaction which mandates such adjustment or (ii)
the date of the expiration of the right to exercise any Rights.

          (f) If as a result of an adjustment made pursuant to Section 11(a),
the holder of any Right thereafter exercised shall become entitled to receive
any shares of capital stock of the Company other than Preferred Stock,
thereafter the number of such other shares so receivable upon exercise of any
Right shall be subject to adjustment from time to time in a manner and on terms
as nearly equivalent as practicable to the provisions with respect to the
Preferred Stock contained in Section 11(a) through (o), inclusive, and the
provisions of Sections 7, 9, 10, 13 and 14 with respect to the Preferred Stock
shall apply on like terms to any such other shares.
<PAGE>   46
                                      -42-


          (g) All Rights originally issued by the Company subsequent to any
adjustment made to the Purchase Price hereunder shall evidence the right to
purchase, at the adjusted Purchase Price, the number of one one-hundredths of a
share of Preferred Stock purchasable from time to time hereunder upon exercise
of the Rights, all subject to further adjustment as provided herein.

          (h) Unless the Company shall have exercised its election as provided
in Section 11(i), upon each adjustment of the Purchase Price as a result of the
calculations made in Section 11(b) and (c), each Right outstanding immediately
prior to the making of such adjustment shall thereafter evidence the right to
purchase, at the adjusted Purchase Price, that number of one one-hundredths of a
share of Preferred Stock (calculated to the nearest one-millionth) obtained by
(i) multiplying (x) the number of one one-hundredths of a share covered by a
Right immediately prior to this adjustment by (y) the Purchase Price in effect
immediately prior to such adjustment of the Purchase Price and (ii) dividing the
product so obtained by the Purchase Price in effect immediately after such
adjustment of the Purchase Price.

          (i) The Company may elect on or after the date of any adjustment of
the Purchase Price to adjust the number of
<PAGE>   47
                                      -43-


Rights, in substitution for any adjustment in the number of one one-hundredths
of a share of Preferred Stock purchasable upon the exercise of a Right.  Each of
the Rights outstanding after such adjustment of the number of Rights shall be
exercisable for the number of one one-hundredths of a share of Preferred Stock
for which a Right was exercisable immediately prior to such adjustment.  Each
Right held of record prior to such adjustment of the number of Rights shall
become that number of Rights (calculated to the nearest ten-thousandth) obtained
by dividing the Purchase Price in effect immediately prior to adjustment of the
Purchase Price by the Purchase Price in effect immediately after the adjustment
of the Purchase Price. The Company shall make a public announcement of its
election to adjust the number of Rights, indicating the record date for the
adjustment to be made.  This record date may be the date on which the Purchase
Price is adjusted or any day thereafter, but, if the Right Certificates have
been issued, shall be at least 10 days later than the date of the public
announcement. If Right Certificates have been issued, upon each adjustment of
the number of Rights pursuant to this Section 11(i), the Company shall, as
promptly as practicable, cause to be distributed to holders of Right
Certificates on such record date Right Certificates evidencing, subject to
Section 14, the additional Rights to which such holders shall be entitled as a
result of
<PAGE>   48
                                      -44-


such adjustment, or, at the option of the Company, shall cause to be distributed
to such holders of record in substitution and replacement for the Right
Certificates held by such holders prior to the date of adjustment, and upon
surrender thereof, if required by the Company, new Right Certificates evidencing
all the Rights to which such holders shall be entitled after such adjustment.
Right Certificates so to be distributed shall be issued, executed and
countersigned in the manner provided for herein (and may bear, at the option of
the Company, the adjusted Purchase Price) and shall be registered in the names
of the holders of record of Right Certificates on the record date specified in
the public announcement.

          (j) Irrespective of any adjustment or change in the Purchase Price or
the number of one one-hundredths of a share of Preferred Stock issuable upon the
exercise of the Rights, the Right Certificates theretofore and thereafter issued
may continue to express the Purchase Price per one one-hundredth of a share and
the number of one one-hundredths of a share which were expressed in the initial
Right Certificates issued hereunder.


          (k) Before taking any action that would cause an adjustment reducing
the Purchase Price below one one-hundredth of the then par value, if any, of a
share of Preferred Stock
<PAGE>   49
                                      -45-


issuable upon exercise of the Rights, the Company shall take any corporate
action which may, in the opinion of its counsel, be necessary in order that the
Company may validly and legally issue fully paid and nonassessable one
one-hundredths of a share of such Preferred Stock at such adjusted Purchase
Price.

          (1) In any case in which this Section 11 shall require that an
adjustment in the Purchase Price be made effective as of a record date for a
specified event, the Company may elect to defer until the occurrence of such
event the issuing to the holder of any Right exercised after such record date
the number of one one-hundredths of a share of Preferred Stock and other capital
stock or securities of the Company, if any, issuable upon such exercise over and
above the number of one one-hundredths of a share of Preferred Stock and other
capital stock or securities of the Company, if any, issuable upon such exercise
on the basis of the Purchase Price in effect prior to such adjustment; provided,
however, that the Company shall deliver to such holder a due bill or other
appropriate instrument evidencing such holder's right to receive such additional
shares upon the occurrence of the event requiring such adjustment.

          (m) Anything in this Section 11 to the contrary notwithstanding, the
Company shall be entitled to make such
<PAGE>   50
                                      -46-


reductions in the Purchase Price, in addition to those adjustments expressly
required by this Section 11, as and to the extent that it in its sole discretion
shall determine to be advisable in order that any consolidation or subdivision
of Preferred Stock, issuance wholly for cash of any of the shares of Preferred
Stock at less than the current market price, issuance wholly for cash of the
Preferred Stock or securities which by their terms are convertible into or
exchangeable for Preferred Stock, stock dividends or issuance of rights, options
or warrants referred to hereinabove in this Section 11, hereafter made by the
Company to holders of its Preferred Stock shall not be taxable to such
shareholders.

          (n) The Company covenants and agrees that, after the Distribution
Date, it will not, except as permitted by Sections 23 and 26 hereof, take (nor
will it permit any of its subsidiaries to take) any action if at the time such
is taken it is reasonably foreseeable that such action will diminish
substantially or otherwise eliminate the benefits intended to be afforded by the
Rights, unless such action is approved by a majority of the Continuing Directors
and the Continuing Directors constitute a majority of the Board of Directors.

          (o) The Company covenants and agrees that it shall not, at any time
after the Distribution Date, (i) consolidate
<PAGE>   51
                                      -47-


with, (ii) merge with or into, or (iii) sell or transfer (or permit any of its
subsidiaries to sell or transfer), in one or more transactions, assets or
earning power aggregating more than 50% of the assets or earning power of the
Company and its subsidiaries (taken as a whole) to, any other Person if at the
time of or immediately after such consolidation, merger or sale there are any
rights, warrants or other instruments or securities outstanding or agreements in
effect which would substantially diminish or otherwise eliminate the benefits
intended to be afforded by the Rights.

          Section 12.  Certificate of Adjusted Purchase Price or Number of
Shares.  Whenever an adjustment is made as provided in Sections 11 and 13, the
Company shall (a) promptly prepare a certificate setting forth such adjustment,
and a brief statement of the facts accounting for such adjustment, (b) promptly
file with the Rights Agent and with each transfer agent for the Preferred Stock
and the Common Stock a copy of such certificate and (c) mail a brief summary
thereof to each holder of a Right Certificate (or, if prior to the Distribution
Date, to each holder of a certificate representing shares of Common Stock) in
accordance with Section 25.  The Rights Agent shall be fully protected in
relying on any such certificate and on any adjustment therein contained.
<PAGE>   52
                                      -48-


          Section 13.  Consolidation, Merger or Sale or Transfer of Assets or
Earning Power.   (a) In the event that, following the Distribution Date,
directly or indirectly, (x) the Company shall consolidate with, or merge with
and into, any other Person, (y) any Person shall consolidate, merge with and
into the Company, the Company shall be the continuing or surviving corporation
of such merger and, in connection with such merger, all or part of the Common
Stock shall be changed into or exchanged for stock or other securities of any
other Person or cash or any other property, or (z) the Company shall sell or
otherwise transfer (or one or more of its subsidiaries shall sell or otherwise
transfer), in one or more transactions, assets or earning power aggregating more
than 50% of the assets or earning power of the Company and its subsidiaries
(taken as a whole) to any other Person, then, and in each such case, proper
provision shall be made so that (i) each holder of a Right, except as provided
in Section 7(e) hereof, shall thereafter have the right to receive, upon the
exercise thereof at the then-current Purchase Price in accordance with the terms
of this Agreement, such number of shares of validly issued, fully paid,
non-assessable and freely tradeable Common Stock of the Principal Party (as
hereinafter defined), not subject to any rights of call or first refusal, as
shall be equal to the result obtained by (1) multiplying the then current
Purchase
<PAGE>   53
                                      -49-


Price by the then number of one one-hundredths of a share of Preferred Stock for
which a Right is then exerciseable and dividing that product by (2) 50% of the
current market price per share of the Common Stock of such Principal Party
(determined in the manner described in Section 11(d)) on the date of
consummation of such consolidation, merger, sale or transfer; (ii) the Principal
Party shall thereafter be liable for, and shall assume, by virtue of such
consolidation, merger, sale or transfer, all the obligations and duties of the
Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be
deemed to refer to such Principal Party, it being specifically intended that the
provisions of Section 11 hereof shall apply to such Principal Party; (iv) such
Principal Party shall take such steps (including, but not limited to, the
reservation of a sufficient number of shares of its Common Stock in accordance
with Section 9) in connection with such consummation as may be necessary to
assure that the provisions hereof shall thereafter be applicable, as nearly as
reasonably may be, in relation to the shares of its Common Stock thereafter
deliverable upon the exercise of the Rights; and (v) the provisions of Section
11(a)(ii) hereof shall be of no effect following the first occurrence of any of
the transactions described in Section 13(a) hereof.
<PAGE>   54
                                      -50-


          (b) "Principal Party" shall mean

          (1) in the case of any transaction described in (x) or (y) of the
     first sentence of Section 13(a), the Person that is the issuer of any
     securities into which shares of Common Stock of the Company are converted
     in such merger or consolidation, and if no securities are so issued, the
     Person that is the other party to the merger or consolidation; and

          (2) in the case of any transaction described in (z) of the first
     sentence in this Section 13, the Person that is the other party to such
     transaction;


provided, however, that in any such case, (x) if the Common Stock of such Person
is not at such time and has not been continuously over the preceding 12-month
period registered under Section 12 of the Securities Exchange Act of 1934, and
such Person is a direct or indirect subsidiary of another corporation the Common
Stock of which (or the Common Stock of another subsidiary of which) is and has
been so registered, "Principal Party" shall refer to such other corporation; (y)
in case there is more than one such Person referred to in clause (x) of the
proviso of this Section 13(b), or in case there is more than one Person referred
to in Section 13(b)(1) or (2), the Common
<PAGE>   55
                                      -51-


Stocks of all of which are and have been so registered, "Principal Party" shall
refer to whichever of such Persons is the issuer of the Common Stock having the
greatest market value of shares held by the public, and (z) in case such Person
is owned, directly or indirectly, by a joint venture formed by two or more
Persons that are not owned, directly or indirectly, by the same Person, the
rules set forth in (x) and (y) above shall apply to each of the chains of
ownership having an interest in such joint venture as if such party were a
"subsidiary" of both or all of such joint venturers and the Principal Parties in
each such chain shall bear the obligations set forth in this Section 13 in the
same ratio as their direct or indirect interests in such Person bear to the
total of such interests.

          (c) The Company shall not consummate any such consolidation, merger,
sale or transfer unless prior thereto the Company and such Principal Party shall
have executed and delivered to the Rights Agent a supplemental agreement
providing for the terms set forth in paragraphs (a) and (b) of this Section 13
and further providing that, as soon as practicable after the date of any
consolidation, merger or sale of assets mentioned in paragraph (a) of this
Section 13, the Principal Party will
<PAGE>   56
                                      -52-


          (i) prepare and file a registration statement under the Securities Act
     of 1933, as amended (the "Act") with respect to the Rights and the
     securities purchasable upon exercise of the Rights on an appropriate form,
     will use its best efforts to cause such registration statement to become
     effective as soon as practicable after such filing and will use its best
     efforts to cause such registration statement to remain effective (with a
     prospectus at all times meeting the requirements of the Act) until the date
     of expiration of the Rights; and

          (ii) will deliver to holders of the Rights historical financial
     statements for the Principal Party and each of its Affiliates which comply
     in all respects with the requirements for registration on Form 10 under
     the Securities Exchange Act of 1934.

The provisions of this Section 13 shall similarly apply to successive mergers
or consolidations or sales or other transfers. In the event that one of the
transactions described in Section 13(a) hereof shall occur at any time after the
occurrence of a transaction described in Section 11(a)(ii) hereof, the Rights
which have not theretofore been exercised shall thereafter become exercisable in
the manner described in Section 13(a).

<PAGE>   57
                                      -53-


          Section 14.  Fractional Rights and Fractional Shares.

          (a) The Company shall not be required to issue fractions of Rights or
to distribute Right Certificates which evidence fractional Rights.  In lieu of
such fractional Rights, there shall be paid to the registered holders of the
Right Certificates with regard to which such fractional Rights would otherwise
be issuable, an amount in cash equal to the same fraction of the current market
value of a whole Right.  For the purposes of this Section 14(a), the current
market value of a whole Right shall be the closing price of the Rights for the
Trading Day immediately prior to the date on which such fractional Rights would
have been otherwise issuable.  The closing price for any day shall be the last
sale price, regular way, or, in case no such sale takes place on such day, the
average of the closing bid and asked prices, regular way, in either case as
reported in the principal consolidated transaction reporting system with respect
to securities listed or admitted to trading on the New York Stock Exchange or,
if the Rights are not listed or admitted to trading on the New York Stock
Exchange, as reported in the principal consolidated transaction reporting system
with respect to securities listed on the principal national securities
exchange on which the Rights are listed or admitted to trading or, if the Rights
are not listed or admitted to trading on any national securities exchange, the
last quoted price or,

<PAGE>   58
                                      -54-


if not so quoted, the average of the high bid and low asked prices in the
over-the-counter market, as reported by NASDAQ or such other system then in use
or, if on any such date the Rights are not quoted by any such organization, the
average of the closing bid and asked prices as furnished by a professional
market maker making a market in the Rights selected by the Board of Directors of
the Company.  If on any such date no such market maker is making a market in the
Rights the fair value of the Rights on such date as determined in good faith by
the Board of Directors of the Company shall be used.

          (b) The Company shall not be required to issue fractions of shares
(other than fractions which are integral multiples of one one-hundredths of a
share of Preferred Stock) upon exercise of the Rights or to distribute
certificates which evidence fractional shares.  In lieu of fractional shares
that are not integral multiples of one one-hundredth of a share of Preferred
Stock, the Company may pay to the registered holders of Right Certificates at
the time such Right Certificates are exercised as herein provided an amount in
cash equal to the same fraction of the current market value of one one-hundredth
of a share of Preferred Stock.  For purposes of this Section 14(b), the current
market value of one one-hundredth of a share of Preferred Stock shall be one
one-hundredth of the closing

<PAGE>   59
                                      -55-

price of a share of Preferred Stock (as determined pursuant to Section
11(d)(ii)) for the Trading Day immediately prior to the date of such exercise.

          (c) Following the occurrence of a Triggering Event, the Company shall
not be required to issue fractions of shares of Common Stock upon exercise of
the Rights or to distribute certificates which evidence fractional shares of
Common Stock. In lieu of fractional shares of Common Stock, the Company may pay
to the registered holders of Rights Certificates at the time such Rights are
exercised as herein provided an amount in cash equal to the same fraction of the
current market value of one (1) share of Common Stock.  For purposes of this
Section 14(c), the current market value of one share of Common Stock shall be
the closing price of one share of Common Stock (as determined pursuant to
Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of
such exercise.

          (d) The holder of a Right by the acceptance of the Rights expressly
waives his right to receive any fractional Rights or any fractional shares upon
exercise of a Right.

          Section 15.  Rights of Action.  All rights of action in respect of
this Agreement are vested in the respective registered holders of the Right
Certificates (and, prior to the

<PAGE>   60
                                      -56-

Distribution Date the registered holders of the Common Stock); and any
registered holder of any Right Certificate (or, prior to the Distribution Date,
of the Common Stock), without the consent of the Rights Agent or of the holder
of any other Right Certificate (or, prior to the Distribution Date, of the
Common Stock), may, in his own behalf and for his own benefit, enforce, and may
institute and maintain any suit, action or proceeding against the Company to
enforce, or otherwise act in respect of, his right to exercise the Rights
evidenced by such Right Certificate in the manner provided in such Right
Certificate and in this Agreement and subject to the limitations set forth in
such Right Certificates and in this Agreement.  Without limiting the foregoing
or any remedies available to the holders of Rights, it is specifically
acknowledged that the holders of Rights would not have an adequate remedy at law
for any breach of this Agreement and will be entitled to specific performance of
the obligations under, and injunctive relief against actual or threatened
violations of, the obligations of any Person subject to this Agreement.

          Section 16.  Agreement of Right Holders.  Every holder of a Right by
accepting the same consents and agrees with the Company and the Rights Agent and
with every other holder of a Right that:

<PAGE>   61
                                      -57-

          (a) prior to the Distribution Date, the Rights will be transferable
only in connection with the transfer of the Common Stock;

          (b) after the Distribution Date, the Right Certificates are
transferable only on the registry books of the Rights Agent if surrendered at
the principal office of the Rights Agent, duly endorsed or accompanied by a
proper instrument of transfer and with the appropriate forms and certificates
fully executed; and

          (c) subject to Section 6(a), Section 7(e) and Section 7(f) hereof, the
Company and the Rights Agent may deem and treat the Person in whose name the
Right Certificate (or, prior to the Distribution Date, the associated Common
Stock certificate) is registered as the absolute owner thereof and of the Rights
evidenced thereby (notwithstanding any notations of ownership or writing on
the Right Certificates or the associated Common Stock certificate made by
anyone other than the Company or the Rights Agent) for all purposes whatsoever,
and neither the Company nor the Rights Agent, subject to the last sentence of
Section 7(e) hereof, shall be required to be affected by any notice to the
contrary.

<PAGE>   62
                                      -58-

          Section 17.  Right Certificate Holder Not Deemed a Stockholder.  No
holder, as such, of any Right Certificate shall be entitled to vote, receive
dividends or be deemed for any purpose the holder of the number of one
one-hundredths of a share of Preferred Stock or any other securities of the
Company which may at any time be issuable on the exercise of the Rights
represented thereby, nor shall anything contained herein or in any Right
Certificate be construed to confer upon the holder of any Right Certificate, as
such, any of the rights of a shareholder of the Company or any right to vote
for the election of directors or upon any matter submitted to shareholders at
any meeting thereof, or to give or withhold consent to any corporate action,
or to receive notice of meetings or other actions affecting shareholders (except
as provided in Section 24), or to receive dividends or subscription rights, or
otherwise, until the Right or Rights evidenced by such Right Certificate shall
have been exercised in accordance with the provisions hereof.

          Section 18.  Concerning the Rights Agent.  The Company agrees to pay
to the Rights Agent reasonable compensation for all services rendered by it
hereunder and, from time to time, on demand of the Rights Agent, its reasonable
expenses and counsel fees and other disbursements incurred in the

<PAGE>   63
                                      -59-

administration and execution of this Agreement and the exercise and performance
of its duties hereunder.  The Company also agrees to indemnify the Rights Agent
for, and to hold it harmless against, any loss, liability, or expense,
incurred without negligence, bad faith or willful misconduct on the part of the
Rights Agent, for anything done or omitted by the Rights Agent in connection
with the acceptance and administration of this Agreement, including the costs
and expenses of defending against any claim of liability in the premises.

          The Rights Agent shall be protected and shall incur no liability for
or in respect of any action taken, suffered or omitted by it in connection with
its administration of this Agreement in reliance upon any Right Certificate or
certificate for the Common Stock or for other securities of the Company,
instrument of assignment or transfer, power of attorney, endorsement, affidavit,
letter, notice, direction, consent, certificate, statement, or other paper or
document believed by it to be genuine and to be signed, executed and, where
necessary, verified or acknowledged, by the proper person or persons.

          Section 19.  Merger or Consolidation or Change of Name of Rights
Agent.  Any corporation into which the Rights Agent or any successor Rights
Agent may be merged or with which

<PAGE>   64
                                      -60-

it may be consolidated, or any corporation resulting from any merger or
consolidation to which the Rights Agent or any successor Rights Agent shall be
a party, or any corporation, succeeding to the corporate trust business of the
Rights Agent or any successor Rights Agent, shall be the successor to the Rights
Agent under this Agreement without the execution or filing of any paper or any
further act on the part of any of the parties hereto, provided that such
corporation would be eligible for appointment as a successor Rights Agent under
the provisions of Section 21.  In case at the time such successor Rights Agent
shall succeed to the agency created by this Agreement, any of the Right
Certificates shall have been countersigned but not delivered, any such
successor Rights Agent may adopt the countersignature of the predecessor so
countersigned; and in case at that time any of the Right Certificates shall not
have been countersigned, any successor Rights Agent may countersign such Right
Certificates either in the name of the predecessor Rights Agent or in the name
of the successor Rights Agent; and in all such cases such Right Certificates
shall have the full force provided in the Right Certificates and in the
Agreement.

          In case at any time the name of the Rights Agent shall be changed and
at such time any of the Right Certificates

<PAGE>   65
                                      -61-

shall have been countersigned but not delivered, the Rights Agent may adopt the
countersignature under its prior name and deliver Right Certificates so
countersigned; and in case at that time any of the Right Certificates shall not
have been countersigned, the Rights Agent may countersign such Right
Certificates either in its prior name or in its changed name; and in all such
cases such Right Certificates shall have the full force provided in the Right
Certificates and in this Agreement.

          Section 20.  Duties of Rights Agent.  The Rights Agent undertakes the
duties and obligations imposed by this Agreement upon the following terms and
conditions, by all of which the Company and the holders of Right Certificates,
by their acceptance thereof, shall be bound:

          (a) The Rights Agent may consult with the legal counsel (who may be
     legal counsel for the Company), and the opinion of such counsel shall be
     full and complete authorization and protection to the Rights Agent as to
     any action taken or omitted by it in good faith and in accordance with
     such opinion.

          (b) Whenever in the performance of its duties under this Agreement the
     Rights Agent shall deem it necessary or desirable that any fact or matter
     be proved or established

<PAGE>   66
                                      -62-

     by the Company prior to taking or suffering any action hereunder, such fact
     or matter (unless other evidence in respect thereof be herein specifically
     prescribed) may be deemed to be conclusively proved and established by a
     certificate signed by any one of the Chairman of the Board, the President,
     any Vice President, the Treasurer or the Secretary of the Company and
     delivered to the Rights Agent; and such certificate shall be full
     authorization to the Rights Agent for any action taken or suffered in good
     faith by it under the provisions of this Agreement in reliance upon such
     certificate.

          (c) The Rights Agent shall be liable hereunder only for its own
     negligence, bad faith or willful misconduct.

          (d) The Rights Agent shall not be liable for or by reason of any of
     the statements of fact or recitals contained in this Agreement or in the
     Right Certificates (except its countersignature thereof) or be required to
     verify the same, but all such statements and recitals are and shall be
     deemed to have been made by the Company only.

          (e) The Rights Agent shall not be under any responsibility in respect
     of the validity of this Agreement or the execution and delivery hereof
     (except the due

<PAGE>   67
                                      -63-

     execution hereof by the Rights Agent) or in respect of the validity or
     execution of any Right Certificate (except its countersignature thereof);
     nor shall it be responsible for any breach by the Company of any covenant
     or condition contained in this Agreement or in any Right Certificate; nor
     shall it be responsible for any adjustment required under the provisions of
     Sections 11 or 13 or responsible for the manner, method or amount of any
     such adjustment or the ascertaining of the existence of facts that would
     require any such adjustment (except with respect to the exercise of Rights
     evidenced by Right Certificates after actual notice of any such
     adjustment); nor shall it by any act hereunder be deemed to make any
     representation or warranty as to the authorization or reservation of any
     shares of the Common Stock to be issued pursuant to this Agreement or any
     Right Certificate or as to whether any shares of the Common Stock will,
     when issued, be validly authorized and issued, fully paid and
     nonassessable.

          (f) The Company agrees that it will perform, execute, acknowledge and
     deliver or cause to be performed, executed, acknowledged and delivered all
     such further and other acts, instruments and assurances as may reasonably
     be required by the Rights Agent for the carrying out or

<PAGE>   68
                                      -64-

     performing by the Rights Agent of the provisions of this Agreement.

          (g) The Rights Agent is hereby authorized and directed to accept
     instructions with respect to the performance of its duties hereunder from
     any one of the Chairman of the Board, the President, any Vice President,
     the Secretary or the Treasurer of the Company, and to apply to such
     officers for advice or instructions in connection with its duties, and it
     shall not be liable for any action taken or suffered to be taken by it in
     good faith in accordance with instructions of any such officer.

          (h) The Rights Agent and any shareholder, director, officer or
     employee of the Rights Agent may buy, sell or deal in any of the Rights or
     other securities of the Company or become pecuniarily interested in any
     transaction in which the Company may be interested, or contract with or
     lend interested money to the Company or otherwise act as fully and freely
     as though it were not Rights Agent under this Agreement.  Nothing herein
     shall preclude the Rights Agent from acting in any other capacity for the
     Company or for any other legal entity.

<PAGE>   69
                                      -65-

          (i) The Rights Agent may execute and exercise any of the rights or
     powers hereby vested in it or perform any duty hereunder either itself or
     by or through its attorneys or agents, and the Rights Agent shall not be
     answerable or accountable for any act, default, neglect or misconduct
     of any such attorneys or agents or for any loss to the Company resulting
     from any such act, default, neglect or misconduct, provided reasonable care
     was exercised in the selection and continued employment thereof.

          (j) No provision of this Agreement shall require the Rights Agent to
     expend or risk its own funds or otherwise incur any financial liability in
     the performance of any of its duties hereunder or in the exercise of its
     rights if there shall be reasonable grounds for believing that repayment of
     such funds or adequate indemnification against such risk or liability is
     not reasonably assured to it.

          (k) If, with respect to any Right Certificate surrendered to the
     Rights Agent for exercise or transfer, the certificate attached to the form
     of assignment or form of election to purchase, as the case may be, has
     either not been completed or indicates an affirmative response to clause 1
     and/or 2 thereof, the Rights Agent shall not take

<PAGE>   70
                                      -66-

     any further action with respect to such requested exercise of transfer
     without first consulting with the Company.

          Section 21.  Change of Rights Agent.  The Rights Agent or any
successor Rights Agent may resign and be discharged from its duties under this
Agreement upon 30 days' notice in writing mailed to the Company and to each
transfer agent of the Preferred Stock and Common Stock by registered or
certified mail, and to the holders of the Right Certificates by first class
mail.  The Company may remove the Rights Agent or any successor Rights Agent
upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights
Agent, as the case may be, and to each transfer agent of the Preferred Stock and
Common Stock by registered or certified mail, and to the holders of the Right
Certificates by first-class mail.  If the Rights Agent shall resign or be
removed or shall otherwise become incapable of acting, the Company shall appoint
a successor to the Rights Agent.  If the Company shall fail to make such
appointment within a period of 30 days after giving notice of such removal or
after it has been notified in writing of such resignation or incapacity by the
resigning or incapacitated Rights Agent or by the holder of a Right
Certificate (who shall, with such notice, submit his Right Certificate for
inspection by the Company), then the registered holder of any

<PAGE>   71
                                      -67-

Right Certificate may apply to any court of competent jurisdiction for the
appointment of a new Rights Agent.  Any successor Rights Agent, whether
appointed by the Company or by such a court, shall be a corporation organized
and doing business under the laws of the United States or of the State of New
York (or of any other state of the United States so long as such corporation is
authorized to do business as a banking institution in the State of New York),
in good standing, having a principal office in the State of New York, which is
authorized under such laws to exercise corporate trust powers and is subject
to supervision or examination by federal or state authority or which has at
the time of its appointment as Rights Agent a combined capital and surplus of at
least $50 million.  After appointment, the successor Rights Agent shall be
vested with the same powers, rights, duties and responsibilities as if it had
been originally named as Rights Agent without further act or deed; but the
predecessor Rights Agent shall deliver and transfer to the successor Rights
Agent any property at the time held by it hereunder, and execute and deliver any
further assurance, conveyance, act or deed necessary for the purpose. Not later
than the effective date of any such appointment the Company shall file notice
thereof in writing with the predecessor Rights Agent and each transfer agent
of the Preferred Stock and Common Stock, and mail a notice thereof in writing to
the

<PAGE>   72
                                      -68-

registered holders of the Right Certificates.  Failure to give any notice
provided for in this Section 21, however, or any defect therein, shall not
affect the legality or validity of the resignation or removal of the Rights
Agent or the appointment of the successor Rights Agent, as the case may be.

          Section 22.  Issuance of New Right Certificates.  Notwithstanding any
of the provisions of this Agreement or of the Rights to the contrary, the
Company may, at its option, issue new Right Certificates evidencing Rights in
such form as may be approved by its Board of Directors to reflect any adjustment
or change in the Purchase Price per share and the number or kind or class of
shares or other securities or property purchasable under the Right
Certificates made in accordance with the provisions of this Agreement.

          Section 23.  Redemption.  (a) The Board of Directors of the Company
may, at its option, at any time prior to 5:00 P.M., New York City time, on the
earlier of (x) the tenth day following the Shares Acquisition Date, or (y) the
Final Expiration Date, redeem all but not less than all of the then outstanding
Rights at a redemption price of $.05 per Right appropriately adjusted
to reflect any stock split, stock dividend or similar transaction occurring
after the date hereof (such redemption price being hereinafter referred to as
the

<PAGE>   73
                                      -69-

"Redemption Price"), provided, however, that if such redemption occurs on or
after the Shares Acquisition Date the Board of Directors of the Company shall be
entitled to so redeem the Rights only if Continuing Directors constitute a
majority of the Board of Directors at the time of such redemption and such
redemption is approved by a majority of the Continuing Directors; provided,
further, however, that if, following the occurrence of a Shares Acquisition
Date and following the expiration of the right of redemption hereunder but prior
to any Triggering Event, each of the following shall have occurred and remain
in effect:  (i) a Person who is an Acquiring Person shall have transferred or
otherwise disposed of a number of shares of Common Stock in a transaction, or
series of transactions, which did not result in the occurrence of a Triggering
Event such that such Person is thereafter a Beneficial Owner of 10% or less of
the outstanding shares of Common Stock, (ii) there are no other Persons,
immediately following the occurrence of the event described in clause (i), who
are Acquiring Persons, and (iii) the transfer or other disposition described
in clause (i) above was other than pursuant to a transaction, or series of
transactions, which directly or indirectly involved the Company or any of its
Subsidiaries; then the right of redemption shall be reinstated and thereafter be
subject to the provisions of this Section 23.  Notwithstanding

<PAGE>   74
                                      -70-

anything contained in this Agreement to the contrary, the Rights shall not be
exercisable pursuant to Section 11(a)(ii) prior to the expiration of the
Company's right of redemption pursuant to this Section 23(a) without regard to
the last proviso.


          (b) Immediately upon the action of the Board of Directors of the
Company ordering the redemption of the Rights, and without any further action
and without any notice, the right to exercise the Rights will terminate and the
only right thereafter of the holders of Rights shall be to receive the
Redemption Price.  Within 10 days after the action of the Board of Directors
ordering the redemption of the Rights, the Company shall give notice of such
redemption to the holders of the then outstanding Rights by mailing such notice
to all such holders at their last addresses as they appear upon the registry
books of the Rights Agent or, prior to the Distribution Date, on the registry
books of the Transfer Agent for the Common Stock.  Any notice which is mailed in
the manner herein provided shall be deemed given, whether or not the holder
receives the notice. Each such notice of redemption will state the method by
which the payment of the Redemption Price will be made.  Neither the Company nor
any of its Affiliates or Associates may redeem, acquire or purchase for value
any Rights at any time in any

<PAGE>   75
                                      -71-

manner other than that specifically set forth in this Section 23, and other than
in connection with the repurchase of Common Stock prior to the Distribution
Date.


          Section 24.  Notice of Certain Events.  In case the Company shall
propose at any time following the Distribution Date (a) to pay any dividend
payable in stock of any class to the holders of Preferred Stock or to make any
other distribution to the holders of Preferred Stock (other than a regular
periodic cash dividend at a rate not in excess of 125% of the rate of the last
cash dividend theretofore paid), or (b) to offer to the holders of Preferred
Stock rights or warrants to subscribe for or to purchase any additional shares
of Preferred Stock or shares of stock of any class or any other securities,
rights or options, or (c) to effect any reclassification of its Preferred Stock
(other than a reclassification involving only the subdivision of outstanding
Preferred Stock), or (d) to effect any consolidation or merger into or with, or
to effect any sale or other transfer (or to permit one or more of its
subsidiaries to effect any sale or other transfer), in one or more transactions,
of more than 50% of the assets or earning power of the Company and its
subsidiaries (taken as a whole) to, any other Person, or (e) to effect the
liquidation, dissolution or winding up of the Company, then, in each such
case,

<PAGE>   76
                                      -72-

the Company shall give to each holder of a Right, in accordance with Section 25,
a notice of such proposed action, which shall specify the record date for the
purposes of such stock dividend, distribution of rights or Rights, or the date
on which such reclassification, consolidation, merger, sale, transfer,
liquidation, dissolution, or winding up is to take place and the date of
participation therein by the holders of the Preferred Stock, if any such date
is to be fixed, and such notice shall be so given in the case of any action
covered by clause (a) or (b) above at least twenty days prior to the record date
for determining holders of the Preferred Stock for purposes of such action, and
in the case of any such other action, at least twenty days prior to the date of
the taking of such proposed action or the date of participation therein by the
holders of the Preferred Stock, whichever shall be the earlier.

          In case any of the events set forth in Section 11(a)(ii) of this
Agreement shall occur, then, in any such case, the Company shall as soon as
practicable thereafter give to each holder of a Right, in accordance with
Section 25, a notice of the occurrence of such event, which shall specify the
event and the consequences of the event to holders of Rights under Section
11(a)(ii).

<PAGE>   77
                                      -73-

          Section 25.  Notices.  Notices or demands authorized by this Agreement
to be given or made by the Rights Agent or by the holder of any Right
Certificate to or on the Company shall be sufficiently given or made if sent by
first-class mail, postage prepaid, addressed (until another address is filed in
writing with the Rights Agent) as follows:

          The Goodyear Tire & Rubber Company
          1144 East Market Street
          Akron, Ohio 44316-0001
          Attention:  General Counsel

Subject to the provisions of Section 21, any notice or demand authorized by this
Agreement to be given or made by the Company or by the holder of any Right
Certificate to or on the Rights Agent shall be sufficiently given or made if
sent by first-class mail, postage prepaid, addressed (until another address is
filed in writing with the Company) as follows:

          Manufacturers Hanover Trust Company
          450 West 33 Street
          New York, New York 10001
          Attention:  Vice President Administration

          Notices or demands authorized by this Agreement to be given or made by
the Company or the Rights Agent to the holder of any Right Certificate shall be
sufficiently given or made if sent by first-class mail, postage prepaid,
addressed to such holder at the address of such holder as shown on the registry
books of the Company.

<PAGE>   78
                                      -74-

          Section 26.  Supplements and Amendments.  The Company may from time to
time supplement or amend this Agreement without the approval of any holders of
Right Certificates in order (i) to cure any ambiguity, (ii) to correct or
supplement any provision contained herein which may be defective or inconsistent
with any other provisions herein, or (iii) prior to the Distribution Date, to
change or supplement the provisions hereunder which the Company may deem
necessary or desirable and in the best interests of the holders of the Rights or
(iv) following the Distribution Date, to change or supplement the provisions
hereunder in any manner which the Company may deem necessary or desirable and
which shall not adversely affect the interests of the holders of Right
Certificates (other than an Acquiring Person or an Affiliate or Associate of an
Acquiring Person); provided, however, that this Agreement shall not be
supplemented or amended in any way (other than pursuant to clauses (i) and (ii)
above) unless such amendment is approved by a majority of the Continuing
Directors whose determination shall be final and the Continuing Directors
constitute a majority of the Board of Directors.  Upon the delivery of a
certificate from an appropriate officer of the Company which states that the
proposed supplement or amendment is in compliance with the terms of this Section
26, the Rights Agent shall execute such supplement or amendment unless the

<PAGE>   79
                                      -75-

Rights Agent shall have determined in good faith that such supplement or
amendment would adversely affect its interests under this Agreement.  Prior to
the Distribution Date, the interests of the holders of Rights shall be deemed
coincident with the interests of the holders of Common Stock.

          Section 27.  Successors.  All the covenants and provisions of this
Agreement by or for the benefit of the Company or the Rights Agent shall bind
and inure to the benefit of their respective successors and assigns hereunder.

          Section 28.  Determinations and Actions by the Board of Directors,
etc.  For all purposes of this Agreement, any calculation of the number of
shares of Common Stock outstanding at any particular time, including for 
purposes of determining the particular percentage of such outstanding shares of
Common Stock of which any Person is the Beneficial Owner, shall be made in
accordance with the provisions of Rule 13d-3(d)(1)(i) of the General Rules and
Regulations under the Exchange Act. The Board of Directors of the Company (and,
where specifically provided for herein, the Continuing Directors) shall have
the exclusive power and authority to administer this Agreement and to exercise
all rights and powers specifically granted to the Board, or the Company (or, as
expressly provided, the Continuing Directors), or as may be necessary or
advisable in the
        
<PAGE>   80
                                      -76-

administration of this Agreement, including, without limitation, the right and
power to (i) interpret the provisions of this Agreement, and (ii) make all
determinations deemed necessary or advisable for the administration of this
Agreement (including a determination to redeem or not redeem the Rights or to
amend the Agreement).  All such actions, calculations, interpretations and
determinations (including, for purpose of clause (ii) below, all omissions with
respect to the foregoing) which are done or made by the Board (or, as provided
for, by the Continuing Directors) in good faith, shall (i) be final, conclusive
and binding on the Company, the Rights Agent, the holders of the Right
Certificates and all other parties, and (ii) not subject the Board or the
Continuing Directors to any liability to the holders of the Right Certificates.

          Section 29.  Benefits of this Agreement.  Nothing in this Agreement
shall be construed to give to any person or corporation other than the Company,
the Rights Agent and the registered holders of the Right Certificates (and,
prior to the Distribution Date, the Common Stock) any legal or equitable right,
remedy or claim under this Agreement; but this Agreement shall be for the sole
and exclusive benefit of the Company, the Rights Agent and the registered
holders of the Right Certificates.

<PAGE>   81
                                      -77-

          Section 30.  Severability.   If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction or
other authority to be invalid, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Agreement shall remain
in full force and effect and shall in no way be affected, impaired or
invalidated; provided, however, that notwithstanding anything in this Agreement
to the contrary, if any such term, provision, covenant or restriction is held by
such court or authority to be invalid, void or unenforceable and the Board of
Directors of the Company determines in its good faith judgment that severing the
invalid language from this Agreement would adversely affect the purpose or
effect of this Agreement, the right of redemption set forth in Section 23
hereof shall be reinstated and shall not expire until the close of business on
the tenth day following the date of such determination by the Board of
Directors.

          Section 31.  Governing Law.  This Agreement and each Right Certificate
issued hereunder shall be deemed to be a contract made under the laws of the
State of Ohio and for all purposes shall be governed by and construed in
accordance with the laws of such State applicable to contracts to be made and
performed entirely within such State.

<PAGE>   82
                                      -78-

          Section 32.  Counterparts.  This Agreement may be executed in any
number of counterparts and each of such counterparts shall for all purposes be
deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument.

          Section 33.  Descriptive Headings.  Descriptive headings of the
several Sections of this Agreement are inserted for convenience only and shall
not control or affect the meaning or construction of any of the provisions
hereof.

          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and their respective corporate seals to be hereunto affixed
and attested, all as of the day and year first above written.


[SEAL]                                      THE GOODYEAR TIRE &
                                            RUBBER COMPANY
Attest:

By  /s/ F S Meyers                          By  /s/ Tom H Barrett
    ------------------------------              -------------------------------

[SEAL]


Attest:                                     MANUFACTURERS HANOVER TRUST COMPANY



By  /s/ Maria Caracciolo                    By  /s/ Barry A. Shapiro
    ------------------------------              -------------------------------
         Maria Caracciolo                             Barry A. Shapiro
         Assistant Manager                            Vice President

<PAGE>   83
                                                                      Exhibit A


                            CERTIFICATE OF AMENDMENT
                                       TO
                       AMENDED ARTICLES OF INCORPORATION

                                       OF

                       THE GOODYEAR TIRE & RUBBER COMPANY


          Tom H Barrett, President, and Fredrick S Myers, Secretary, of The
Goodyear Tire & Rubber Company, an Ohio corporation, with its principal office
located at Akron, Summit County, Ohio, do hereby certify that, pursuant to the
authority conferred upon the Board of Directors of said corporation by Section 1
of Part A of ARTICLE FOURTH of the Amended Articles of Incorporation of the said
corporation and by the Ohio General Corporation Law, at a meeting of the Board
of Directors of said corporation duly called and held on the 2nd day of July,
1986, at which meeting a quorum of the Board of Directors was at all times
present, the Board of Directors duly adopted, without shareholder action, which
shareholder action was not required, the following resolution:

           RESOLVED, that The Goodyear Tire & Rubber Company hereby adopts the
following amendment to its Amended Articles of Incorporation, as amended to
date, and that the Chairman of the Board, the President or a Vice President and
the Secretary or an Assistant Secretary of said corporation are hereby
authorized and directed to sign and file in the office of the Secretary of State
of the State of Ohio a certificate containing a copy of the resolution adopting
the amendment and a statement of the manner of its adoption:

          The Amended Articles of Incorporation of the corporation are hereby
amended to create a new series of Preferred Stock by adding a new Section 1-A to
PART A of ARTICLE FOURTH as follows:

          SECTION 1-A.  Series A $10.00 Preferred Stock, Without Par Value.

          A series of Preferred Stock is hereby created having the following
terms:

          1.   Designation.  The shares of such series is designated as:
"Series A $10.00 Preferred Stock, without par value."


                                      A-1

<PAGE>   84
          2.   Authorized Number of Shares - Fractional Shares.  The authorized
number of shares constituting the Series A $10.00 Preferred Stock is 3,000,000.
Series A $10.00 Preferred Stock may be issued in fractions of a share which
shall entitle the holder, in proportion to such holder's fractional shares, to
exercise voting rights, receive dividends, participate in distributions and to
have the benefit of all other rights of holders of Series A $10.00 Preferred
Stock.

          3.   Dividends and Distributions.

          (A) Subject to any prior and superior rights of the holders of any
series of Preferred Stock ranking prior and superior to the shares of Series A
$10.00 Preferred Stock with respect to dividends that may be authorized by the
Amended Articles of Incorporation, the holders of shares of Series A $10.00
Preferred Stock shall be entitled prior to the payment of any dividends on
shares ranking junior to the Series A $10.00 Preferred Stock to receive, when,
as and if declared by the Board of Directors out of funds legally available for
the purpose, quarterly dividends payable in cash on the last day of January,
April, July and October in each year (each such date being referred to herein as
a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend
Payment Date after the first issuance of a share or fraction of a share of
Series A $10.00 Preferred Stock, in an amount per share (rounded to the nearest
cent) equal to the greater of (a) $10.00 or (b) subject to the provisions for
adjustment hereinafter set forth, 100 times the aggregate per share amount of
all cash dividends, and 100 times the aggregate per share amount (payable in
kind) of all non-cash dividends or other distributions other than a dividend
payable in shares of Common Stock or a subdivision of the outstanding shares of
Common Stock (by reclassification or otherwise), declared on the Common Stock
since the immediately preceding Quarterly Dividend Payment Date, or, with
respect to the first Quarterly Dividend Payment Date, since the first issuance
of any share or fraction of a share of Series A $10.00 Preferred Stock.  In the
event the Corporation shall at any time after July 2, 1986 (the "Rights
Declaration Date") (i) declare any dividend on Common Stock payable in shares of
Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the
outstanding Common Stock into a smaller number of shares, then in each such case
the amount to which holders of shares of Series A $10.00 Preferred Stock were
entitled immediately prior to such event under clause (b) of the preceding
sentence shall be adjusted by multiplying such amount by a fraction the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.


                                      A-2

<PAGE>   85
          (B) The Corporation shall declare a dividend or distribution on the
Series A $10.00 Preferred Stock as provided in paragraph (A) above immediately
after it declares a dividend or distribution on the Common Stock (other than a
dividend payable in shares of Common Stock); provided that, in the event no
dividend or distribution shall have been declared on the Common Stock during the
period between any Quarterly Dividend Payment Date and the next subsequent
Quarterly Dividend Payment Date, a dividend of $10.00 per share on the Series A
$10.00 Preferred Stock shall nevertheless be payable on such subsequent
Quarterly Dividend Payment Date.

          (C) Dividends shall begin to accrue and be cumulative on outstanding
shares of Series A $10.00 Preferred Stock from the Quarterly Dividend Payment
Date next preceding the date of issue of such shares of Series A $10.00
Preferred Stock, unless the date of issue of such shares is prior to the record
date for the first Quarterly Dividend Payment Date, in which case dividends on
such shares shall begin to accrue from the date of issue of such shares, or
unless the date of issue is a Quarterly Dividend Payment Date or is a date after
the record date for the determination of holders of shares of Series A $10.00
Preferred Stock entitled to receive a quarterly dividend and before such
Quarterly Dividend Payment Date, in either of which events such dividends shall
begin to accrue and be cumulative from such Quarterly Dividend Payment Date.

          (D) Accrued but unpaid dividends shall not bear interest.  Dividends
paid on the shares of Series A $10.00 Preferred Stock in an amount less than the
total amount of such dividends at the time accrued and payable on such shares
shall be allocated pro rata on a share-by-share basis among all such shares at
the time outstanding.  The Board of Directors may fix a record date for the
determination of holders of shares of Series A $10.00 Preferred Stock entitled
to receive payment of a dividend or distribution declared thereon, which record
date shall be no more than 60 days prior to the date fixed for the payment
thereof.

          (E) Dividends in full shall not be declared or paid or set apart for
payment on the Series A $10.00 Preferred Stock for a dividend period terminating
on the Quarterly Dividend Payment Date unless dividends in full have been
declared or paid or set apart for payment on the Preferred Stock of all series
(other than series with respect to which dividends are not cumulative from a
date prior to such dividend date) for the respective dividend periods
terminating on such dividend date. When the dividends are not paid in full on
all series of the Preferred Stock, the shares of all series shall share ratably
in the payment of dividends, including accumulations, if any,


                                      A-3

<PAGE>   86
in accordance with the sums which would be payable on said shares if all
dividends were declared and paid in full.

          4.  LIQUIDATION, DISSOLUTION OR WINDING UP.   (A) Upon any
liquidation, dissolution or winding up of the Corporation, no distribution shall
be made to the holders of shares of stock ranking junior (either as to dividends
or upon liquidation, dissolution or winding up) to the Series A $10.00 Preferred
Stock unless, prior thereto, the holders of shares of Series A $10.00 Preferred
Stock shall have received $10.00 per share, plus an amount equal to accrued and
unpaid dividends and distributions thereon, whether or not declared, to the
date of such payment (the "Series A Liquidation Preference").  Following the
payment of the full amount of the Series A Liquidation Preference, no additional
distributions shall be made to the holders of shares of Series A $10.00
Preferred Stock unless, prior thereto, the holders of shares of Common Stock
shall have received an amount per share (the "Common Adjustment") equal to the
quotient obtained by dividing (i) the Series A Liquidation Preference by (ii)
100 (as appropriately adjusted as set forth in subparagraph C below to reflect
such events as stock splits, stock dividends and recapitalizations with respect
to the Common Stock) (such number in clause (ii) is hereinafter referred to as
the "Adjustment Number").  Following the payment of the full amount of the
Series A Liquidation Preference and the Common Adjustment in respect of all
outstanding shares of Series A $10.00 Preferred Stock and Common Stock,
respectively, holders of Series A $10.00 Preferred Stock and holders of shares
of Common Stock shall receive their ratable and proportionate share of the
remaining assets to be distributed in the ratio of the Adjustment Number to 1
with respect to such Preferred Stock and Common Stock, on a per share basis,
respectively.

          (B) In the event, however, that there are not sufficient assets
available to permit payment in full of the Series A Liquidation Preference and
the liquidation preferences of all other series of Preferred Stock, if any,
which rank on a parity with the Series A $10.00 Preferred Stock, then such
remaining assets shall be distributed ratably to the holders of such parity
shares in proportion to their respective liquidation preferences.  In the
event, however, that there are not sufficient assets available to permit payment
in full of the Common Adjustment, then such remaining assets shall be
distributed ratably to the holders of Common Stock.

          (C) In the event the Corporation shall at any time after the Rights
Declaration Date (i) declare any dividend on Common Stock payable in shares of
Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the
outstanding

                             A-4

<PAGE>   87
Common Stock into a smaller number of shares, then in each such case the
Adjustment Number in effect immediately prior to such event shall be adjusted by
multiplying such Adjustment Number by a fraction the numerator of which is the
number of shares of Common Stock outstanding immediately after such event and
the denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

          5.  Conversion on Merger, Consolidation, etc.  In case the Corporation
shall enter into any merger, consolidation, combination or other transaction in
which the shares of Common Stock are exchanged or changed into other stock or
securities, cash and/or any other property, then in any such case each share
of Series A $10.00 Preferred Stock shall at the same time be similarly exchanged
or changed in an amount per share (subject to the provision for adjustment
hereinafter set forth) equal to 100 times the aggregate amount of stock,
securities, cash and/or any other property (payable in kind), as the case may
be, into which or for which each share of Common Stock is changed or exchanged.
In the event the Corporation shall at any time after the Rights Declaration Date
(i) declare any dividend on Common Stock payable in shares of Common Stock, (ii)
subdivide the outstanding Common Stock, or (iii) combine the outstanding Common
Stock into a smaller number of shares, then in each such case the amount set
forth in the preceding sentence with respect to the exchange or change of shares
of Series A $10.00 Preferred Stock shall be adjusted by multiplying such amount
by a fraction the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately prior to such
event.

          6.  Redemption. The outstanding shares of Series A $10.00 Preferred
Stock shall not be redeemable.

          7.   Condition to Issuance of any other Series.  The Articles of
Incorporation of the Corporation shall not be further amended to provide for the
issuance of any other series of Preferred Stock without the affirmative vote of
the holders of at least two-thirds of the outstanding shares of Series A $10.00
Preferred Stock, voting separately as one voting group.


                                      A-5

<PAGE>   88
          IN WITNESS WHEREOF, said Tom H Barrett, President, and Fredrick S
Myers, Secretary, of The Goodyear Tire & Rubber Company, acting for and on
behalf of said corporation, have hereunto subscribed their names and caused the
seal of said corporation to be hereunto affixed this 2nd day of July, 1986.


                                            By:
                                                -------------------------------
                                                   Tom H Barrett, President


[SEAL]


                                            By:
                                                -------------------------------
                                                  Fredrick S Myers, Secretary




                                      A-6

<PAGE>   89
                                                                      Exhibit B




                          [Form of Right Certificate]


Certificate No. R-                                                      Rights
                                                             ----------

          NOT EXERCISABLE AFTER JULY 28, 1996 OR EARLIER IF NOTICE OF
          REDEMPTION IS GIVEN. THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE
          OPTION OF THE COMPANY, AT $.05 PER RIGHT ON THE TERMS SET FORTH IN THE
          RIGHTS AGREEMENT. [THE RIGHTS REPRESENTED BY THIS CERTIFICATE ARE OR
          WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING
          PERSON OR AN ASSOCIATE OR AFFILIATE OF AN ACQUIRING PERSON (AS SUCH
          TERMS ARE DEFINED IN THE RIGHTS AGREEMENT).  ACCORDINGLY, THIS RIGHT
          CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY BECOME NULL AND
          VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF THE RIGHTS
          AGREEMENT.]*



                               Right Certificate



          This certifies that               , or registered assigns, is the
registered owner of the number of Rights set forth above, each of which entitles
the owner thereof, subject to the terms, provisions and conditions of the Rights
Agreement dated as of July   , 1986 (the "Rights Agreement") between  The
Goodyear Tire & Rubber Company, an Ohio corporation (the "Company"), and
Manufacturers Hanover Trust Company, a national banking association (the "Rights
Agent"), to purchase from the

- --------------

*    The portion of the legend in brackets shell be inserted only if applicable.


                                      B-1

<PAGE>   90
Company at any time after the Distribution Date (as such term is defined in the
Rights Agreement) and prior to 5:00 P.M. (Akron time) on July 28, 1996 at the
office of the Rights Agent, or its successors as Rights Agent, in New York, New
York, one one-hundredth of a fully paid non-assessable share of the Series A
$10.00 Preferred Stock, without par value (the "Preferred Stock"), of the
Company, at a purchase price of $100.00 per one one-hundredth of a share (the
"Purchase Price"), upon presentation and surrender of this Right Certificate
with the Form of Election to Purchase duly executed.  The number of Rights
evidenced by this Right Certificate (and the number of shares which may be
purchased upon exercise thereof) set forth above, and the Purchase Price per
share set forth above, are the number and Purchase Price as of July 28, 1986,
based on the Preferred Stock of the Company as constituted at such date.

          Upon the occurrence of a Triggering Event (as such term is defined in
the Rights Agreement), if the Rights evidenced by this Right Certificate are
beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of
any such Acquiring Person (as such terms are defined in the Rights Agreement),
(ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii)
under certain circumstances specified in the Rights Agreement, a transferee of a
person


                                      B-2

<PAGE>   91
who, after such transfer, became an Acquiring Person, or an Affiliate or
Associate of an Acquiring Person, such Rights shall become null and void and no
holder hereof shall have any right with respect to such Rights from and after
the occurrence of such Triggering Event.

          As provided in the Rights Agreement, the Purchase Price and the number
and kind of shares of Preferred Stock or other securities which may be purchased
upon the exercise of the Rights evidenced by this Right Certificate are subject
to modification and adjustment upon the happening of certain events.

          This Right Certificate is subject to all of the terms, provisions and
conditions of the Rights Agreement, which terms, provisions and conditions are
hereby incorporated herein by reference and made a part hereof and to which
Rights Agreement reference is hereby made for a full description of the
rights, limitations of rights, obligations, duties and immunities hereunder of
the Rights Agent, the Company and the holders of the Right Certificates.  Copies
of the Rights Agreement are on file at the above-mentioned office of the Rights
Agent.

         This Right Certificate, with or without other Right Certificates, upon
surrender at the principal office of the Rights Agent, may be exchanged for
another Right Certificate or


                                      B-3

<PAGE>   92
Right Certificates of like tenor and date evidencing Rights entitling the holder
to purchase a like aggregate number of one one-hundredths of a share of
Preferred Stock as the Rights evidenced by the Right Certificate or Right
Certificates surrendered shall have entitled such holder to purchase.  If this
Right Certificate shall be exercised in part, the holder shall be entitled to
receive upon surrender hereof another Right Certificate or Right Certificates
for the number of whole Rights not exercised.

          Subject to the provisions of the Rights Agreement, the Rights
evidenced by this Certificate may be redeemed by the Company at its option at a
redemption price of $.05 per Right.

          No fractional shares of Preferred Stock will be issued upon the
exercise of any Right or Rights evidenced hereby (other than fractions which are
integral multiples of one one-hundredth of a share of Preferred Stock which may,
at the election of the Company, be evidenced by depositary receipts), but in
lieu thereof a cash payment will be made, as provided in the Rights Agreement.

          No holder of this Right Certificate shall be entitled to vote or
receive dividends or be deemed for any purpose the holder of the Common Stock or
of any other securities of the Company which may at any time be issuable on the
exercise


                                      B-4

<PAGE>   93
hereof, nor shall anything contained in the Rights Agreement or herein be
construed to confer upon the holder hereof, as such, any of the rights of a
shareholder of the Company or any right to vote for the election of directors or
upon any matter submitted to shareholders at any meeting thereof, or to give
or withhold consent to any corporate action, or, to receive notice of meetings
or other actions affecting shareholders (except as provided in the Rights
Agreement), or to receive dividends or subscription rights, or otherwise, until
the Right or Rights evidenced by this Right Certificate shall have been
exercised as provided in the Rights Agreement.

          This Right Certificate shall not be valid or obligatory for any
purpose until it shall have been countersigned by the Rights Agent.

          WITNESS the facsimile signature of the proper officers of the Company
and its corporate seal.  Dated as of        , 1986.


ATTEST:                                     THE GOODYEAR TIRE & RUBBER
                                               COMPANY


                                            By
- -----------------------------                  --------------------------------
        Secretary                               Title:


Countersigned:



By
   -------------------------------



                                      B-5

<PAGE>   94
       Authorized Signature





                                      B-6

<PAGE>   95
                  [Form of Reverse Side of Right Certificate]


                               FORM OF ASSIGNMENT



                (To be executed by the registered holder if such
              holder desires to transfer the Right Certificates.)



          FOR VALUE RECEIVED          hereby sells, assigns and transfers
                             --------
unto
     ------------------------------


- -------------------------------------------------------------------------------
                 (Please print name and address of transferee)

        this Right Certificate, together with all right, title and interest
- -------
therein, and does hereby irrevocably constitute and appoint
                                                            -------------------
Attorney, to transfer the within Right Certificate on the books of the

within-named Company, with full power of substitution.


Dated:                  , 19
       -----------------    ----



                                            -----------------------------------
                                            Signature

Signature Guaranteed:


                                      B-7

<PAGE>   96
                                  Certificate



          The undersigned hereby certifies by checking the appropriate boxes
that:

          (1) this Right Certificate [ ] is [ ] is not being sold, assigned and
transferred by or on behalf of a Person who is or was an Acquiring Person or an
Affiliate or Associate of any such Acquiring Person (as such terms are defined
pursuant to the Rights Agreement);

          (2) after due inquiry and to the best knowledge of the undersigned, it
[ ] did [ ] did not acquire the Rights evidenced by this Right Certificate from
any Person who is, was or subsequently became an Acquiring Person or an
Affiliate or Associate of an Acquiring Person.

Dated:           , 19
      -----------    ----                   -----------------------------------
                                            Signature


                                     NOTICE

          The signature to the foregoing Assignment and Certificate must
correspond to the name as written upon the face of this Right Certificate in
every particular, without alteration or enlargement or any change whatsoever.


                                      B-8

<PAGE>   97
                          FORM OF ELECTION TO PURCHASE

                      (To be executed if holder desires to
                        exercise the Right Certificate.)

To The Goodyear Tire & Rubber Company:

          The undersigned hereby irrevocably elects to exercise
                                                                ----------------
Rights represented by this Right Certificate to purchase the shares of the
Common Stock issuable upon the exercise of such Rights and requests that
certificates for such shares be issued in the name of:

Please insert social security
or other identifying number


- -------------------------------------------------------------------------------
                        (Please print name and address)


- -------------------------------------------------------------------------------

If such number of Rights shall not be all the Rights evidenced by this Right
Certificate, a new Right Certificate for the balance remaining of such Rights
shall be registered in the name of and delivered to:

Please insert social security
or other identifying number


- -------------------------------------------------------------------------------
                        (Please print name and address)


- -------------------------------------------------------------------------------

Dated:                , 19
      ----------------    ----

                                            -----------------------------------
                                            Signature
                                            (Signature must conform in all
                                            respects to name of holder as
                                            specified on the face of this
                                            Right Certificate)

Signature Guaranteed:


                             B-9

<PAGE>   98
                                  Certificate
                                  -----------

          The undersigned hereby certifies by checking the appropriate boxes
that:

          (1) the Rights evidenced by this Right Certificate [ ] are [ ] are not
being exercised by or on behalf of a Person who is or was an Acquiring Person or
an Affiliate or Associate of any such Acquiring Person (as such terms are
defined pursuant to the Rights Agreement);

          (2) after due inquiry and to the best knowledge of the undersigned, it
[ ] did [ ] did not acquire the Rights evidenced by this Right Certificate from
any Person who is, was or became an Acquiring Person or an Affiliate or
Associate of an Acquiring Person.


Dated:            , 19
      ------------    ----
                                            -----------------------------------
                                            Signature


                                     NOTICE
                                     ------

          The signature to the foregoing Election to Purchase and Certificate
must correspond to the name as written upon the face of this Right Certificate
in every particular, without alteration or enlargement or any change whatsoever.


                                      B-10

<PAGE>   99
                                                                      Exhibit C


                         SUMMARY OF RIGHTS TO PURCHASE
                                PREFERRED STOCK

          On July 2, 1986, the Board of Directors of The Goodyear Tire & Rubber
Company (the "Company") declared a dividend distribution of one Right for each
outstanding share of Common Stock, without par value (the "Common Stock"), of
the Company.  The distribution is payable on July 28, 1986 (the "Record Date")
to the shareholders of record on the Record Date.  Each Right entitles the
registered holder to purchase from the Company one one-hundredth of a share of
Series A $10.00 Preferred Stock, without par value (the "Preferred Stock"), or
in some circumstances, Common Stock, other securities, cash or other assets as
summarized below, at a price of $100.00 (the "Purchase Price"), subject to
adjustment.  The description and terms of the Rights are set forth in a Rights
Agreement (the "Rights Agreement") between the Company and Manufacturers Hanover
Trust Company as Rights Agent (the "Rights Agent").

          Until the earlier to occur of (i) ten days following a public
announcement that a person or group of affiliated or associated persons (an
"Acquiring Person") acquired, or obtained the right to acquire, beneficial
ownership of 20% or more of the outstanding shares of the Common Stock or (ii)
ten days following the commencement or announcement of an intention to commence
a tender offer or exchange offer by any person if, upon consummation thereof,
such person would be an Acquiring Person (the earlier of such dates being called
the "Distribution Date"), the Rights will be evidenced, with respect to any of
the Common Stock certificates outstanding as of the Record Date, by such Common
Stock certificate with a copy of this Summary of Rights attached thereto.  The
Rights Agreement provides that, until the Distribution Date, the Rights will be
transferred with and only with the Common Stock.  Until the Distribution
Date (or earlier redemption or expiration of the Rights), new Common Stock
certificates issued after the Record Date upon transfer or new issuance of the
Common Stock will contain a notation incorporating the Rights Agreement by
reference.  Until the Distribution Date (or earlier redemption or expiration
of the Rights), the surrender for transfer of any of the Common Stock
certificates outstanding as of the Record Date, even without a copy of this
Summary of Rights attached thereto, will also constitute the transfer of the
Rights associated with the Common Stock represented by such certificate. As
soon as practicable following the Distribution Date, separate certificates
evidencing the Rights ("Right Certificates")


                                      C-1
DRAFT:  07/06/86                                            3030000501 (BIGDOC)
<PAGE>   100
will be mailed to holders of record of the Common Stock as of the close of
business on the Distribution Date and such separate Right Certificates alone
will evidence the Rights.

          The Rights are not exercisable until the Distribution Date.  The
Rights will expire at the close of business on July 28, 1996 unless earlier
redeemed by the Company as described below.

          The Purchase Price payable, and the number of shares of Preferred
Stock (or Common Stock, other securities, cash or other assets, as the case may
be) issuable upon exercise of the Rights are subject to adjustment from time to
time to prevent dilution (i) in the event of a stock dividend on, or a
subdivision, combination or reclassification of the Preferred Stock, (ii) upon
the grant to holders of the Preferred Stock of certain rights or warrants to
subscribe for shares of the Preferred Stock or convertible securities at less
than the current market price of the Preferred Stock or (iii) upon the
distribution to holders of the Preferred Stock of evidences of indebtedness or
assets (excluding regular periodic cash dividends out of earnings or retained
earnings at a rate not in excess of 125% of the rate of the last cash dividend
theretofore paid or dividends payable in the Preferred Stock) or of subscription
rights or warrants (other than those referred to above).

          In the event that the Company were acquired in a merger or other
business combination transaction or that 50% or more of its assets or earning
power were sold, proper provision shall be made so that each holder of a Right
other than Rights that were or are beneficially owned by the Acquiring Person
(which will thereafter be void) shall thereafter have the right to receive, upon
the exercise thereof at the then current exercise price of the Right, that
number of shares of common stock of the acquiring company which at the time of
such transaction would have a market value of two times the exercise price of
the Right.  In the event that the Company were the surviving corporation in a
merger and its Common Stock were not changed or exchanged, or in the event that
an Acquiring Person engages in one of a number of self-dealing transactions
specified in the Rights Agreement, or, in certain circumstances, an Acquiring
Person becomes the beneficial owner of 35% or more of the outstanding shares of
Common Stock, proper provision shall be made so that each holder of a Right,
other than Rights that were or are beneficially owned by the Acquiring Person
(which will thereafter be void), will thereafter have the right to receive
upon exercise that number of shares of the Common Stock having a market value of
two times the exercise price of the Right.


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<PAGE>   101
          With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price.  No fractional shares will be issued (other than fractional
shares which are integral multiples of one one-hundredth of a Preferred Share)
and, in lieu thereof, an adjustment in cash will be made based on the market
price of the Preferred Stock on the last trading date prior to the date of
exercise.

          At any time prior to 5:00 P.M. Akron time on the tenth day following
public announcement that a person or group of affiliated or associated persons
has acquired beneficial ownership of 20% or more of the outstanding shares of
the Common Stock of the Company (the "Shares Acquisition Date"), the Board of
Directors of the Company may redeem the Rights in whole, but not in part, at a
price of $.05 per Right (the "Redemption Price") provided that if such
redemption occurs on or after the Shares Acquisition Date the Board shall be
entitled to so redeem the Rights only if such redemption is approved by a
majority of the Continuing Directors (as defined in the Rights Agreement) and
the Continuing Directors constitute a majority of the Board of Directors.
Thereafter, the Company's right of redemption may be reinstated if an Acquiring
Person reduces his beneficial ownership to 10% or less of the outstanding shares
of Common Stock in a transaction or series of transactions not involving the
Company.  Immediately upon the action of the Board of Directors of the Company
electing to redeem the Rights, the Company shall make announcement thereof, and
upon such election, the right to exercise the Rights will terminate and the only
right of the holders of Rights will be to receive the Redemption Price.

          Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends.

          The provisions of the Rights Agreement may be amended by the Board of
Directors in order to cure any ambiguity or correct any defect or inconsistency
and by the Continuing Directors, prior to the Distribution Date, to make changes
deemed to be in the best interests of the holders of the Rights or, after the
Distribution Date, to make such other changes which do not adversely affect the
interests of the holders of the Rights (excluding the interests of any Acquiring
Person and its Affiliates and Associates).

          A copy of the Rights Agreement has been filed with the Securities and
Exchange Commission as an Exhibit to a Registration Statement on Form 8-A
dated July 3, 1986.  A copy of the Rights Agreement is available free of charge
from the

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<PAGE>   102
Company.  This summary description of the Rights does not purport to be complete
and is qualified in its entirety by reference to the Rights Agreement, which is
hereby incorporated herein by reference.

 
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<PAGE>   103
                                   AMENDMENT
                                       TO
                                RIGHTS AGREEMENT

          THIS AMENDMENT TO RIGHTS AGREEMENT, dated as of April 6, 1993 (this
"Amendment Agreement") between The Goodyear Tire & Rubber Company, an Ohio
corporation (the "Company") and First Chicago Trust Company of New York, a
corporation organized under the laws of the State of New York to exercise
corporate trust powers and subject to supervision and examination by Federal and
State of New York Authorities ("FCT" or the "Rights Agent").

                                WITNESSETH: that,

          WHEREAS, the Company is a party to that certain Rights Agreement,
dated as of July 2, 1986, between the Company and FCT (initially with
Manufacturers Hanover Trust Company) as Rights Agent (the "Rights Agreement"),
FCT having been appointed Rights Agent in accordance with Section 21 of the
Rights Agreement pursuant to that certain Appointment of Successor Rights Agent
and Acceptance of Appointment dated March 21, 1990, replacing Manufacturers
Hanover Trust Company as the Rights Agent under the Rights Agreement effective
as of the opening of business on May 16, 1990; and

          WHEREAS, the Board of Directors of the Company has authorized and
declared a 2-for-1 split of the Common Stock, without par value, of the Company
(the "Common Stock"), to be effected by the distribution as a stock dividend of
one share of the Common Stock on each share of Common Stock outstanding at April
30, 1993, to be distributed on May 4, 1993 (the "Stock Split"); and

          WHEREAS, the Board of Directors of the Company, comprised entirely of
Continuing Directors (as defined in the Rights Agreement) at its meeting duly
convened and held on February 9, 1993, in accordance with the authority
conferred upon it under Section 26 of the Rights Agreement unanimously declared
that in connection with the Stock Split it would be desirable and appropriate
and in the best interests of the holders of the Common Stock and the Rights (as
that term is defined in the Rights Agreement) to amend the Rights Agreement to
adjust the terms of the Rights to reflect the effect of the Stock Split by
providing that each Right outstanding at the close of business on April 30, 1993
and each Right thereafter issued with shares of the Common Stock in accordance
with the Rights Agreement represents the right to purchase one two-hundredth of
a share of Series A $10.00 Preferred Stock of the Company at a purchase price of
$50, thereby making the Rights (after giving effect to this Amendment Agreement)
the economic equivalent of the Rights as in effect prior to the Stock Split in
respect of each holder of the Common Stock and the Rights;

          NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:


                                       1
<PAGE>   104
          1.  Unless otherwise expressly defined in this Amendment Agreement or
the context otherwise requires, capitalized and other terms for which meanings
are provided in the Rights Agreement shall have such meanings when used in this
Amendment Agreement.

          2.  Effective April 30, 1993 and after giving effect to the Stock
Split, the Rights Agreement shall be, and it hereby is, amended by:

          (A)  Deleting the existing "Whereas" clause set forth immediately
following the Preamble in its entirety and by inserting a new "Whereas" clause
providing in its entirety as follows:

                 "WHEREAS, the Board of Directors of the Company has authorized
     and declared a dividend distribution (the "Distribution") of one Right for
     each outstanding share of the Common Stock, without par value, of the
     Company outstanding on July 28, 1986 (the "Record Date") and has authorized
     the issuance of one Right in respect of each share of Common Stock of the
     Company issued between the Record Date and the earlier of the Distribution
     Date, the Expiration Date or the Final Expiration Date (as such terms are
     hereinafter defined), and under certain other circumstances, each Right
     initially representing the right to purchase one two-hundredth of a share
     of Series A $10.00 Preferred Stock of the Company having the rights, powers
     and preferences set forth in the Articles of Amendment attached hereto as
     Exhibit A, upon the terms and subject to the conditions hereinafter set
     forth (the "Rights");"

          (B)  Deleting the existing paragraphs (a), (b) and (c) of Section 7 of
the Rights Agreement in their entirety and inserting in lieu thereof new
paragraphs (a), (b) and (c) of Section 7 of the Rights Agreement providing in
their entirety as follows:

          "Section 7.  EXERCISE OF RIGHTS, PURCHASE PRICE; EXPIRATION DATE OF
     RIGHTS.  (a) Subject to Section 7(c) hereof, the registered holder of any
     Right Certificate may exercise the Rights evidenced thereby (except as
     otherwise provided herein) in whole or in part at any time after the
     Distribution Date upon surrender of the Rights Certificate, with the form
     of election to purchase on the reverse side thereof duly executed, to the
     Rights Agent at its office at 30 West Broadway, New York, New York, 10007,
     together with payment of the aggregate Purchase Price with respect to the
     total number of one two-hundredths of a share of Preferred Stock (or other
     securities or property, as the case may be) as to which such surrendered
     Rights are then exercisable, at or prior to the close of business on the
     earlier of (i) July 28, 1996 (the "Final Expiration Date"), or (ii) the 
     date on which the Rights are redeemed as provided in Section 23 (such 
     earlier date being herein referred to as the "Expiration Date").

          (b)  The Purchase Price for each one two-hundredth of a share of
     Preferred Stock pursuant to the exercise of a Right shall initially be $50,
     shall be


                                       2
<PAGE>   105
     subject to adjustment from time to time as provided in Section 11 hereof
     and shall be payable in lawful money of the United States of America in
     accordance with paragraph (c) below.

          (c)  Upon receipt of a Right Certificate representing exercisable
     Rights, with the form of election to purchase and the certificate duly
     executed, accompanied by payment of the Purchase Price per one
     two-hundredth of a share of Preferred Stock (or other shares, securities or
     property, as the case may be) to be purchased and an amount equal to any
     applicable transfer tax in cash, or by certified check or bank draft
     payable to the order of the Company, the Rights Agent shall, subject to
     Section 20(k) hereof, thereupon promptly (i) requisition from any transfer
     agent of the Preferred Stock of the Company certificates for the total
     number of one two-hundredths of a share of Preferred Stock to be purchased
     and the Company hereby irrevocably authorizes its transfer agent to comply
     with all such requests, (ii) if the Company shall have elected to deposit
     the total number of shares of Preferred Stock issuable upon exercise of the
     Rights hereunder with a depositary agent, requisition from the depositary
     agent depositary receipts representing such number of one two-hundredths of
     a share of Preferred Stock as are to be purchased (in which case
     certificates for the shares of Preferred Stock represented by such receipts
     shall be deposited by the transfer agent with the depositary agent) and the
     Company will direct the depositary agent to comply with such request, (iii)
     when appropriate, requisition from any transfer agent of the Common Stock
     of the Company certificates for the total number of shares of Common Stock
     to be paid in accordance with Section 11(a)(ii) and 11(a)(iii), (iv) when
     appropriate, requisition from the Company the amount of cash to be paid in
     lieu of issuance of fractional shares in accordance with Section 14, (v)
     promptly after receipt of such certificates or depositary receipts, cause
     the same to be delivered to or upon the order of the registered holder of
     such Certificates, registered in such name or names as may be designated by
     such holder and (vi) when appropriate, after receipt promptly deliver such
     cash to or upon the order of the registered holder of such Right
     Certificate.  In the event that the Company is obligated to issue
     securities, distribute property or pay cash pursuant to Section 11(a)(iii)
     hereof, the Company will make all arrangements necessary so that cash,
     property or securities are available for issuance, distribution or payment
     by the Rights Agent, if and when appropriate."

          (C) Deleting the existing paragraph (e) of Section 9 of the Rights
Agreement in its entirety and inserting in lieu thereof a new paragraph (e) of
Section 9 of the Rights Agreement providing in its entirety as follows:

          "(e) The Company further covenants and agrees that it will pay when
     due and payable any and all federal and state transfer taxes and charges
     which may be payable in respect of the issuance or delivery of the Right
     Certificates or of any one two-hundredths of a share of Preferred Stock (or
     Common Stock and/or)
<PAGE>   106
     other securities, as the case may be) upon the exercise of Rights. The
     Company shall not, however, be required (a) to pay any transfer tax which
     may be payable in respect of any transfer involved in the transfer or
     delivery of Right Certificates or the issuance or delivery of certificates
     for the one two-hundredths of a share of Preferred Stock (or Common Stock
     and/or other securities, as the case may be) in a name other than that of
     the registered holder of the Right Certificate evidencing Rights
     surrendered for exercise or (b) to issue or deliver any certificates for a
     number of one two-hundredths of a share of Preferred Stock upon the
     exercise of any Rights until any such tax shall have been paid (any such
     tax being payable by the holder of such Right Certificate at the time of
     surrender) or until it has been established to the Company's satisfaction
     that no such tax is due."

          (D) Deleting the first sentence of Section 10 of the Rights Agreement
in its entirety and inserting in lieu thereof a new first sentence of Section 10
of the Rights Agreement providing in its entirety as follows:

          "Section 10. Preferred Stock Record Date. Each person in whose name
     any certificate for a number of one two-hundredths of a share of Preferred
     Stock (or shares of Common Stock and/or other securities, as the case may
     be) is issued upon the exercise of Rights shall for all purposes be deemed
     to have become the holder of record of such fractional shares of Preferred
     Stock (or shares of Common Stock and/or other securities, as the case may
     be) represented thereby on, and such certificate shall be dated, the date
     upon which the Right Certificate is evidencing such Rights was duly
     surrendered and payment of the Purchase Price (and any applicable transfer
     taxes) was made; provided, however, that if the date of such surrender and
     payment is a date upon which the Preferred Stock (or Common Stock and/or
     other securities, as the case may be) transfer books of the Company are
     closed, such person shall be deemed to have become the record holder of
     such shares (fractional or otherwise) on, and such certificate shall be
     dated, the next succeeding business day on which the Preferred Stock (or
     Common Stock and/or other securities, as the case may be) transfer books of
     the Company are open."

          (E) Deleting the clause of subparagraph (a)(ii)(C) of Section 11 of
the Rights Agreement which provides "(x) multiplying the then Current Purchase
Price by the then number of one one-hundredths of a share of Preferred Stock for
which a right is then exercisable and dividing that product by (y)" and
inserting in lieu thereof the following clause:

          "(x) multiplying the then Current Purchase Price by the then number of
     one two-hundredths of a share of Preferred Stock for which a right is then
     exercisable and dividing that product by (y)."


                                       4
<PAGE>   107
          (F) Deleting the paragraph (d)(ii) of Section 11 of the Rights
Agreement in its entirety and inserting in lieu thereof a new paragraph (d)(ii)
of Section 11 of the Rights Agreement providing in its entirety as follows:

          "(ii) For the purpose of any computation hereunder, the "current
     market price" per share of Preferred Stock shall be determined in the same
     manner as set forth above for the Common Stock in clause (i) of this
     Section 11(d) (other than the last sentence thereof). If the current market
     price per share of Preferred Stock cannot be determined in the manner
     provided above or if the Preferred Stock is not publicly held or listed or
     traded in a manner described in clause (i) of this Section 11(d), the
     "current market price" per share of Preferred Stock shall be conclusively
     deemed to be an amount equal to 200 (as such number may be appropriately
     adjusted for such events as stock splits, stock dividends and
     recapitalizations with respect to the Common Stock occurring after the date
     of this Agreement) multiplied by the current market price per share of the
     Common Stock. If neither the Common Stock nor the Preferred Stock is
     publicly held or so listed or traded, "current market price" per share of
     the Preferred Stock shall mean the fair value per share as determined in
     good faith by the Board of Directors of the Company, whose determination
     shall be described in a statement filed with the Rights Agent and shall be
     conclusive for all purposes. For all purposes of this Agreement, the
     "current market price" of one two-hundredths of a share of Preferred Stock
     shall be equal to the "current market price" of one share of Preferred
     Stock divided by 200."

          (G) Deleting the existing paragraphs (g), (h), (i), (j), (k) and (l)
of Section 11 of the Rights Agreement in their entirety and inserting in lieu
thereof new paragraphs (g), (h), (i), (j), (k) and (l) of Section 11 of the
Rights Agreement providing in their entirety as follows:

          "(g) All Rights originally issued by the Company subsequent to any
     adjustment made to the Purchase Price hereunder shall evidence the right to
     purchase, at the adjusted Purchase Price, the number of one two-hundredths
     of a share of Preferred Stock purchasable from time to time hereunder upon
     exercise of the Rights, all subject to further adjustment as provided
     herein.

          (h) Unless the Company shall have exercised its election as provided
     in Section 11(i), upon each adjustment of the Purchase Price as a result of
     the calculations made in Section 11(b) and (c), each Right outstanding
     immediately prior to the making of such adjustment shall thereafter
     evidence the right to purchase, at the adjusted Purchase Price, that number
     of one two-hundredths of a share of Preferred Stock (calculated to the
     nearest one-millionth) obtained by (i) multiplying (x) the number of one
     two-hundredths of a share covered by a Right immediately prior to the
     adjustment by (y) the Purchase Price in effect immediately prior to such
     adjustment of the Purchase Price and (ii) dividing the


                                       5
<PAGE>   108
     product so obtained by the Purchase Price in effect immediately after such
     adjustment of the Purchase Price.

          (i) The Company may elect on or after the date of any adjustment of
     the Purchase Price to adjust the number of Rights, in substitution for any
     adjustment in the number of one two-hundredths of a share of Preferred
     Stock purchasable upon the exercise of a Right. Each of the Rights
     outstanding after such adjustment of the number of Rights shall be
     exercisable for the number of one two-hundredths of a share of Preferred
     Stock for which a Right was exercisable immediately prior to such
     adjustment. Each Right held of record prior to such adjustment of the
     number of Rights shall become that number of Rights (calculated to the
     nearest ten-thousandth) obtained by dividing the Purchase Price in effect
     immediately prior to adjustment of the Purchase Price by the Purchase Price
     in effect immediately after the adjustment of the Purchase Price. The
     Company shall make a public announcement of its election to adjust the
     number of Rights, indicating the record date for the adjustment to be made.
     This record date may be the date on which the Purchase Price is adjusted or
     any day thereafter, but, if the Right Certificates have been issued, shall
     be at least 10 days later than the date of the public announcement. If
     Right Certificates have been issued, upon each adjustment of the number of
     Rights pursuant to this Section 11(i), the Company shall, as promptly as
     practicable, cause to be distributed to holders of Right Certificates on
     such record date Right Certificates evidencing, subject to Section 14, the
     additional Rights to which such holders shall be entitled as a result of
     such adjustment, or, at the option of the Company, shall cause to be
     distributed to such holders of record in substitution and replacement for
     the Right Certificates held by such holders prior to the date of
     adjustment, and upon surrender thereof, if required by the Company, new
     Right Certificates evidencing all the Rights to which such holders shall be
     entitled after such adjustment. Right Certificates so to be distributed
     shall be issued, executed and countersigned in the manner provided for
     herein (and may bear, at the option of the Company, the adjusted Purchase
     Price) and shall be registered in the names of the holders of record of
     Right Certificates on the record date specified in the public announcement.

          (j) Irrespective of any adjustment or change in the Purchase Price or
     the number of one two-hundredths of a share of Preferred Stock issuable
     upon the exercise of the Rights, the Right Certificates theretofore and
     thereafter issued may continue to express the Purchase Price per one
     two-hundredth of a share and the number of one two-hundredths of a share
     which were expressed in the initial Right Certificates issued hereunder.

          (k) Before taking any action that would cause an adjustment reducing
     the Purchase Price below one two-hundredth of the then par value, if any,
     of a share of Preferred Stock issuable upon exercise of the Rights, the
     Company shall take


                                       6
<PAGE>   109
     any corporate action which may, in the opinion of its counsel, be necessary
     in order that the Company may validly and legally issue fully paid and
     nonassessable one two-hundredths of a share of such Preferred Stock at such
     adjusted Purchase Price.

          (l) In any case in which Section 11 shall require that an adjustment
     in the Purchase Price be made effective as of a record date for a specified
     event, the Company may elect to defer until the occurrence of such event
     the issuing to the holder of any Right exercised after such record date the
     number of one two-hundredths of a share of Preferred Stock and other
     capital stock or securities of the Company, if any, issuable upon such
     exercise over and above the number of one two-hundredths of a share of
     Preferred Stock and other capital stock or securities of the Company, if
     any, issuable upon such exercise on the basis of the Purchase Price in
     effect prior to such adjustment; provided, however, that the Company shall
     deliver to such holder a due bill or other appropriate instrument
     evidencing such holder's right to receive such additional shares upon the
     occurrence of the event requiring such adjustment."

          (H) Deleting the existing paragraph (a) of Section 13 of the Rights
Agreement in its entirety and inserting in lieu thereof a new paragraph (a) of
Section 13 providing in its entirety as follows:

          "Section 13. Consolidation, Merger or Sale or Transfer of Assets or
     Earning Power. (a) In the event that, following the Distribution Date,
     directly or indirectly, (x) the Company shall consolidate with, or merge
     with and into, any other Person, (y) any Person shall consolidate, merge
     with and into the Company, the Company shall be the continuing or surviving
     corporation of such merger and, in connection with such merger, all or part
     of the Common Stock shall be changed into or exchanged for stock or other
     securities of any other Person or cash or any other property, or (z) the
     Company shall sell or otherwise transfer (or one or more of its
     subsidiaries shall sell or otherwise transfer), in one or more
     transactions, assets or earning power aggregating more than 50% of the
     assets or earning power of the Company and its subsidiaries (taken as a
     whole) to any other Person, then, and in each such case, proper provision
     shall be made so that (i) each holder of a Right, except as provided in
     Section 7(e) hereof, shall thereafter have the right to receive, upon the
     exercise thereof at the then-current Purchase Price in accordance with the
     terms of this Agreement, such number of shares of validly issued, fully
     paid, non-assessable and freely tradeable Common Stock of the Principal
     Party (as hereinafter defined), not subject to any rights of call or first
     refusal, as shall be equal to the result obtained by (1) multiplying the
     then current Purchase Price by the then number of one two-hundredths of a
     share of Preferred Stock for which a Right is then exercisable and dividing
     that product by (2) 50% of the current market price per share of the Common
     Stock of such Principal Party (determined in the manner described in
     Section 11(d) on the date


                                       7
<PAGE>   110
     of consummation of such consolidation, merger, sale or transfer; (ii) the
     Principal Party shall thereafter be liable for, and shall assume, by virtue
     of such consolidation, merger, sale or transfer, all the obligations and
     duties of the Company pursuant to this Agreement; (iii) the term "Company"
     shall thereafter be deemed to refer to such Principal Party, it being
     specifically intended that the provisions of Section 11 hereof shall apply
     to such Principal Party; (iv) such Principal Party shall take such steps
     (including, but not limited to, the reservation of a sufficient number of
     shares of its Common Stock in accordance with Section 9) in connection 
     with such consummation as may be necessary to assure that the provisions
     hereof shall thereafter be applicable, as nearly as reasonably may be, in
     relation to the shares of its Common Stock thereafter deliverable upon the
     exercise of the Rights; and (v) the provisions of Section 11(a(ii) hereof
     shall be of no effect following the first occurrence of any of the
     transactions described in Section 13(a) hereof."

          (I) Deleting the existing paragraph (b) of Section 14 of the Rights
Agreement in its entirety and inserting in lieu thereof a new paragraph (b) of
Section 14 providing in its entirety as follows:

          "(b) The Company shall not be required to issue fractions of shares
     (other than fractions which are integral multiples of one two-hundredths
     of a share of Preferred Stock) upon exercise of the Rights or to distribute
     certificates which evidence fractional shares.  In lieu of fractional
     shares that are not integral multiples of one two-hundredth of a share of
     Preferred Stock, the Company may pay to the registered holders of Right
     Certificates at the time such Right Certificates are exercised as herein
     provided an amount in cash equal to the same fraction of the current
     market value of one two-hundredth of a share of Preferred Stock.  For
     purposes of this Section 14(b), the current market value of one
     two-hundredth of a share of Preferred Stock shall be one two-hundredth of 
     the closing price of a share of Preferred Stock (as determined pursuant to
     Section 11(d)(ii)) for the Trading Day immediately prior to the date of
     such exercise."

          (J) Deleting the existing Section 17 of the Rights Agreement in its
entirety and inserting in lieu thereof a new Section 17 providing in its
entirety as follows:

          "Section 17. Right Certificate Holder Not Deemed a Stockholder.  No
     holder, as such, of any Right Certificate shall be entitled to vote,
     receive dividends or be deemed for any purpose the holder of the number of
     one two-hundredths of a share of Preferred Stock or any other securities of
     the Company which may at any time be issuable on the exercise of Rights
     represented thereby, nor shall anything contained herein or in any Right
     Certificate be construed to confer upon the holder of any Right
     Certificate, as such, any of the rights of a shareholder of the Company or
     any right to vote for the election of directors or upon any matter
     submitted to shareholders at any meeting thereof, or

                                       8
<PAGE>   111
     to give or withhold consent to any corporate action, or to receive notice
     of meetings or other actions affecting shareholders (except as provided in
     Section 24), or to receive dividends or subscription rights, or otherwise,
     until the Right or Rights evidenced by such Right Certificate shall have
     been exercised in accordance with the provisions hereof."

          (K) Deleting the existing Form of Rights Certificate set forth at
     Exhibit B (Pages B-1 through B-6, inclusive) to the Rights Agreement in its
     entirety and inserting a new Form of Rights Certificate set forth at
     Exhibit B providing in its entirety as follows:

                                                                  Exhibit B

                          [Form of Right Certificate]

      Certificate No. R-                                                  Rights
                                                           ---------------

               NOT EXERCISABLE AFTER JULY 28, 1996 OR EARLIER IF NOTICE OF
               REDEMPTION IS GIVEN.  THE RIGHTS ARE SUBJECT TO REDEMPTION, AT
               THE OPTION OF THE COMPANY, AT $.05 PER RIGHT ON THE TERMS SET
               FORTH IN THE RIGHTS AGREEMENT [THE RIGHTS REPRESENTED BY THIS
               CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR
               BECAME AN ACQUIRING PERSON OR AN ASSOCIATE OR AFFILIATE OF AN
               ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS
               AGREEMENT). ACCORDINGLY, THIS RIGHT CERTIFICATE AND THE RIGHTS
               REPRESENTED HEREBY MAY BECOME NULL AND VOID IN THE CIRCUMSTANCES
               SPECIFIED IN SECTION 7(c) OF THE RIGHTS AGREEMENT.]"

     "The portion of the legend in brackets shall be inserted only if
     applicable.

                               Right Certificate

          This certifies that                , or registered assigns, is the
     registered owner of the number of Rights set forth above, each of which
     entitles the owner thereof, subject to the terms, provisions and conditions
     of the Rights Agreement dated as of July  , 1986 (the "Rights Agreement")
     between The Goodyear Tire & Rubber Company, an Ohio corporation (the
     "Company"), and Manufacturers

                                       9
<PAGE>   112
     Hanover Trust Company, a national banking association (the "Rights Agent"),
     to purchase from the Company at any time after the Distribution Date (as
     such term is defined in the Rights Agreement) and prior to 5:00 P.M. (Akron
     time) on July 28, 1996 at the office of Rights Agent, or its successors as
     Rights Agent, in New York, New York, on two-hundredth of a fully paid
     non-assessable share of the Series A $10.00 Preferred Stock, without par
     value (the "Preferred Stock"), of the Company, at a purchase price of
     $50.00 per one two-hundredth of a share (the "Purchase Price"), upon
     presentation and surrender of this Right Certificate with the Form of
     Election to Purchase duly executed. The number of Rights evidenced by this
     Right Certificate (and the number of shares which may be purchased upon
     exercise thereof) set forth above, and the Purchase Price per share set
     forth above, are the number and Purchase Price as of July 28, 1986, based
     on the Preferred Stock of the Company as constituted at such date.

          Upon the occurrence of a Triggering Event (as such term is defined in
     the Rights Agreement), if the Rights evidenced by this Right Certificate
     are beneficially owned by (i) an Acquiring Person or an Affiliate or
     Associate of any such Acquiring Person (as such terms are defined in the
     Rights Agreement), (ii) a transferee of any such Acquiring Person,
     Associate or Affiliate, or (iii) under certain circumstances specified in
     the Rights Agreement, a transferee of a person who, after such transfer,
     became an Acquiring Person, or an Affiliate or Associate of an Acquiring
     Person, such Rights shall become null and void and no holder hereof shall
     have any right with respect to such Rights from and after the occurrence of
     such Triggering Event.

          As provided in the Rights Agreement, the Purchase Price and the number
     and kind of shares of Preferred Stock or other securities which may be
     purchased upon the exercise of the Rights evidenced by this Right
     Certificate are subject to modification and adjustment upon the happening
     of certain events.

          This Right Certificate is subject to all of the terms, provision and
     conditions of the Rights Agreement, which terms, provisions and conditions
     are hereby incorporated herein by reference and made a part hereof and to
     which Rights Agreement reference is hereby made for a full description of
     the rights, limitation of rights, obligations, duties and immunities
     hereunder of the Rights Agent, the Company and the holders of the Right
     Certificates. Copies of the Rights Agreement are on file at the above-
     mentioned office of the Rights Agent.

          This Right Certificate, with or without other Right Certificates, upon
     surrender at the principal office of the Rights Agent, may be exchanged for
     another Right Certificate or Right Certificates of like tenor and date
     evidencing Rights entitling the holder to purchase a like aggregate number
     of one two-hundredths of a share of Preferred Stock as the Rights evidenced
     by the Right Certificate or Right Certificates surrendered shall have
     entitled such holder to

                                       10
<PAGE>   113
     purchase. If this Right Certificate shall be exercised in part, the holder
     shall be entitled to receive upon surrender hereof another Right 
     Certificate or Right Certificates for the number of whole Rights not
     exercised.
        
          Subject to the provisions of the Rights Agreement, the Rights
     evidenced by this Certificate may be redeemed by the Company at its option
     at a redemption price of $.05 per Right.

          No fractional shares of Preferred Stock will be issued upon the
     exercise of any Right or Rights evidenced hereby (other than fractions
     which are integral multiples of one two-hundredth of a share of Preferred
     Stock which may, at the election of the Company, be evidenced by depositary
     receipts), but in lieu thereof a cash payment will be made, as provided in
     the Rights Agreement.

          No holder of this Right Certificate shall be entitled to vote or
     receive dividends or be deemed for any purpose the holder of the Common
     Stock or of any other securities of the Company which may at any time be
     issuable on the exercise hereof, nor shall anything contained in the Rights
     Agreement or herein be construed to confer upon the holder hereof, as such,
     any of the rights of a shareholder of the Company or any right to vote for
     the election of directors or upon any matter submitted to shareholders at
     any meeting thereof, or to give or withhold consent to any corporate
     action, or to receive notice of meetings or other actions affecting
     shareholders (except as provided in the Rights Agreement), or to receive
     dividends of subscription rights, or otherwise, until the Right or Rights
     evidenced by this Right Certificate shall have been exercised as provided
     in the Rights Agreement.

          This Right Certificate shall not be valid or obligatory for any
     purpose until it shall have been countersigned by the Rights Agent.

          WITNESS the facsimile signature of the proper officers of the Company
     and its corporate seal. Dated as of       , 1986.

     ATTEST:                                 THE GOODYEAR TIRE & RUBBER
                                                  COMPANY


                                             By
     --------------------------                 -----------------------
     Secretary                                  Title

     Countersigned:

     By
       ------------------------
       Authorized Signature

                                       11
<PAGE>   114
                  [Form of Reverse Side of Right Certificate]

             [(NOTE: Form of Reverse Side of Right Certificate not
                 amended and, therefore, not reproduced herein)]

     (L) Deleting the existing first, sixth and tenth paragraphs of Exhibit C to
the Rights Agreement and inserting in lieu thereof new first, sixth and tenth
paragraphs as follows:

          First paragraph: "On July 2, 1986, the Board of Directors of The
     Goodyear Tire & Rubber Company (the "Company") declared a dividend
     distribution of one Right for each outstanding share of Common Stock,
     without par value (the "Common Stock"), of the Company. The distribution is
     payable on July 28, 1986 (the "Record Date") to the shareholders of record
     on the Record Date. Each Right entitles the registered holder to purchase
     from the Company one two-hundredth of a share of Series A $10.00 Preferred
     Stock, without par value (the "Preferred Stock"), or in some circumstances,
     Common Stock, other securities, cash or other assets as summarized below,
     at a price of $50.00 (the "Purchase Price"), subject to adjustment. The
     description and terms of the Rights are set forth in a Rights Agreement
     (the "Rights Agreement") between the Company and Manufacturers Hanover
     Trust Company as Rights Agent, as amended by that certain Amendment to
     Rights Agreement dated as of April 6, 1993 between the Company and First
     Chicago Trust Company of New York as successor Rights Agent (the "Rights
     Agent")."

          Sixth Paragraph: "With certain exceptions, no adjustment in the
     Purchase Price will be required until cumulative adjustments require an
     adjustment of at least 1% in such Purchase Price. No fractional shares will
     be issued (other than fractional shares which are integral multiples of one
     two-hundredth of a Preferred Share) and, in lieu thereof, an adjustment in
     cash will be made based on the market price of the Preferred Stock on the
     last trading date prior to the date of exercise."

          Tenth Paragraph: "A Copy of the Rights Agreement, as amended by the
     Amendment to Rights Agreement dated as of April 6, 1993, has been filed
     with the Securities and Exchange Commission as Exhibits to a Registration
     Statement on Form 8-A dated July 3, 1986, as amended by a Form 8 dated
     April 19, 1993. A copy of the Rights Agreement, as amended, is available
     free of charge from the Company. This summary description of the Rights
     does not purport to be complete and is qualified in its entirety by
     reference to the Rights Agreement, as amended, which is hereby incorporated
     herein by reference."

          3. Effective as of April 6, 1993, the following shall be added (as a
separate paragraph) to the end of, and become a part of, the legend set forth at
paragraph (c) of Section

                                       12
<PAGE>   115
3 of the Rights Agreement and shall appear on certificates for Common Stock
issued after April 30, 1993:

          "The Goodyear Tire & Rubber Company appointed, effective May 16, 1990,
     First Chicago Trust Company, as successor Rights Agent under the Rights
     Agreement. The Rights Agreement was amended pursuant to an Amendment to
     Rights Agreement dated as of April 6, 1993."

          4. For all purposes under the Rights Agreement as amended by this
Amendment Agreement, including specifically Section 25 thereof, any notice or
demand authorized by the Rights Agreement to be given or made by the Company or
any holder of any Right Certificate to or on the Rights Agents shall be to the
address of the Rights Agent for the Company or by the holder of any Right
Certificate is as follows:

                     First Chicago Trust Company of New York
                     30 West Broadway
                     New York, New York 10007

                     Attention:  Tender & Exchange Department

          5. Nothing set forth in this Amendment Agreement shall in any manner
be construed to alter the rights of the holders of the Rights or the terms and
conditions of the Rights other than as expressly or by necessary implication set
forth herein.

          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
Rights Agreement to be duly executed by their respective officers thereunto duly
authorized as of the day and year first above written.


ATTEST                                   THE GOODYEAR TIRE & RUBBER COMPANY

By: /s/James Boyazis                     By: /s/John M. Ross
    ---------------------                    -----------------------------------
      James Boyazis,                           John M. Ross,
      Secretary                                Vice President


                                         FIRST CHICAGO TRUST COMPANY OF NEW YORK

                                         By: /s/Joanne Gorostiola
                                             -----------------------------------
                                               Joanne Gorostiola,
                                               Customer Service Officer


                                       13

<PAGE>   1
                                                                  Exhibit 4.4
                                                                  -----------



                       THE GOODYEAR TIRE & RUBBER COMPANY
                             EMPLOYEE SAVINGS PLAN
                                      FOR
                           BARGAINING UNIT EMPLOYEES
                         (February 1, 1996 Restatement)

<PAGE>   2
                               TABLE OF CONTENTS

<TABLE>
<S>      <C>                                                                                               <C>
I        THE PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  -1-
                                                         
II       DEFINITIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  -2-
                                                         
         2.1     Meaning of Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  -2-
                 ----------------------                                                                                 
         2.2     Pronouns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  -8-
                 --------                                                                                   

III      EMPLOYEE PARTICIPATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  -9-
                                                                                                
         3.1     Eligibility and Election to Participate  . . . . . . . . . . . . . . . . . . . . . . . .  -9-
                 ---------------------------------------                                                      
         3.2     Notification of New Participants . . . . . . . . . . . . . . . . . . . . . . . . . . . .  -9-
                 --------------------------------                                                             
         3.3     Effect and Duration  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  -9-
                 -------------------                                                                          
         3.4     Changes in Employment Status; Transfers of Employment  . . . . . . . . . . . . . . . . .  -9-
                 -----------------------------------------------------                                        
         3.5     Reemployment of a Participant  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -10-
                 -----------------------------                                                                
                                                                                                
IV       TAX-DEFERRED CONTRIBUTIONS                                                             
         MADE ON BEHALF OF PARTICIPANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -11-
                                                                                                
         4.1     Tax-Deferred Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -11-
                 --------------------------                                                                   
         4.2     Amount of Tax-Deferred Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . -11-
                 ------------------------------------                                                         
         4.3     Limitation on Tax-Deferred Contributions of Highly Compensated Employees . . . . . . . . -12-
                 ------------------------------------------------------------------------                     
         4.4     Administration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -15-
                 --------------                                                                               
         4.5     Limitation on Employer Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . -15-
                 ------------------------------------                                                         
         4.6     Changes in Compensation Reduction Authorization  . . . . . . . . . . . . . . . . . . . . -15-
                 -----------------------------------------------                                              
         4.7     Suspension of Contributions  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -15-
                 ---------------------------                                                                  
                                                                                                
V        AFTER-TAX CONTRIBUTIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -17-
                                                                                                
         5.1     After-Tax Contributions  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -17-
                 -----------------------                                                                      
         5.2     Amount of After-Tax Contributions  . . . . . . . . . . . . . . . . . . . . . . . . . . . -17-
                 ---------------------------------                                                            
         5.3     Administration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -17-
                 --------------                                                                               
         5.4     Changes in Payroll Deduction Authorization . . . . . . . . . . . . . . . . . . . . . . . -17-
                 ------------------------------------------                                                   
                                                                                                
VI       MATCHING EMPLOYER CONTRIBUTIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -19-
                                                                                                
         6.1     Payment of Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -19-
                 ------------------------                                                                     
         6.2     Limitation on Amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -20-
                 --------------------                                                                         
         6.3     Allocation of Matching Employer Contributions  . . . . . . . . . . . . . . . . . . . . . -20-
                 ---------------------------------------------                                                
         6.4     Prevented Contributions  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -21-
                 -----------------------                                                                      
         6.5     Determination of Annual Employer Contribution Rate . . . . . . . . . . . . . . . . . . . -21-
                 --------------------------------------------------                                           
         6.6     Determination of Amount of Employer Contribution . . . . . . . . . . . . . . . . . . . . -21-
                 ------------------------------------------------                                             
         6.7     Effect of Plan Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -21-
                 --------------------------                                                                   
         6.8     Limitation on Matching Employer Contributions and After-Tax Contributions of   
                 ----------------------------------------------------------------------------   
                 Highly Compensated Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -22-         
                 ----------------------------                                                                      

VII      DEPOSIT AND INVESTMENT OF CONTRIBUTIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . -25-
                                                                                                
         7.1     Deposit of Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -25-
                 ------------------------   
</TABLE>
<PAGE>   3
<TABLE> 
<S>      <C>                                                                                              <C>
ARTICLE                                                                                                   PAGE
- -------                                                                                                   ----
                                                                                                
         7.2     Investment Elections of Participants . . . . . . . . . . . . . . . . . . . . . . . . . . -25-
                 ------------------------------------                                                         
         7.3     Election to Transfer Interest Between Funds  . . . . . . . . . . . . . . . . . . . . . . -26-
                 -------------------------------------------                                                  
         7.4     Election to Transfer Interest from Goodyear Stock Fund . . . . . . . . . . . . . . . . . -26-
                 ------------------------------------------------------                                       
                                                                                                
VIII     ESTABLISHMENT OF FUNDS AND PARTICIPANTS' ACCOUNTS  . . . . . . . . . . . . . . . . . . . . . . . -27-
                                                                                                
         8.1     Establishment of General Fund  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -27-
                 -----------------------------                                                                
         8.3     Goodyear Stock Fund  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -29-
                 -------------------                                                                          
         8.5     Income on Trust Funds  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -29-
                 ---------------------                                                                        
         8.6     Separate Accounts  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -29-
                 -----------------                                                                            
         8.7     Sub-Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -30-
                 ------------                                                                                 
         8.8     Account Balances.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -30-
                 ----------------                                                                             
         8.9     Funds from Predecessor Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -31-
                 ----------------------------                                                                 
                                                                                                
IX       LIMITATIONS ON ALLOCATIONS TO ACCOUNTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -32-
                                                                                                
         9.1     Limitation on Crediting of Contributions . . . . . . . . . . . . . . . . . . . . . . . . -32-
                 ----------------------------------------                                                     
         9.2     Scope of Limitation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -37-
                 -------------------                                                                          
                                                                                                
X        VALUATIONS, DIVIDEND REINVESTMENTS, AND VOTING . . . . . . . . . . . . . . . . . . . . . . . . . -38-
                                                                                                
         10.1    Valuation of Participant's Interest  . . . . . . . . . . . . . . . . . . . . . . . . . . -38-
                 -----------------------------------                                                          
         10.2    Reinvestment of Dividends  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -39-
                 -------------------------                                                                    
         10.3    Voting Company Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -39-
                 --------------------                                                                         
         10.4    Finality of Determinations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -40-
                 --------------------------                                                                   
         10.5    Notification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -40-
                 ------------                                                                                 
                                                                                                
XI       WITHDRAWALS WHILE EMPLOYED . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -41-
                                                                                                
         11.1    Withdrawal of After-Tax Contributions  . . . . . . . . . . . . . . . . . . . . . . . . . -41-
                 -------------------------------------                                                        
         11.2    Withdrawal of Matching Employer Contributions  . . . . . . . . . . . . . . . . . . . . . -41-
                 ---------------------------------------------                                                
         11.3    Withdrawal of Tax-Deferred Contributions . . . . . . . . . . . . . . . . . . . . . . . . -41-
                 ----------------------------------------                                                     
         11.4    Conditions and Limitations on Hardship Withdrawals.  . . . . . . . . . . . . . . . . . . -42-
                 --------------------------------------------------                                           
         11.5    Adjustment of Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -44-
                 ----------------------                                                                       
                                                                                                
XII      TERMINATION OF PARTICIPATION AND DISTRIBUTION  . . . . . . . . . . . . . . . . . . . . . . . . . -45-
                                                                                                
         12.1    Termination of Participation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -45-
                 ----------------------------                                                                 
         12.2    Vesting of Separate Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -46-
                 ----------------------------                                                                 
         12.3    Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -46-
                 ------------                                                                                 
         12.4    Required Commencement of Distribution  . . . . . . . . . . . . . . . . . . . . . . . . . -47-
                 -------------------------------------                                                        
         12.5    Form of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -48-
                 --------------------                                                                         
         12.6    Election of Former Vesting Schedule  . . . . . . . . . . . . . . . . . . . . . . . . . . -49-
                 -----------------------------------                                                          
         12.7    Buy Back of Forfeited Amounts  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -49-
                 -----------------------------                                                                
         12.8    Disposition of Forfeited Balances  . . . . . . . . . . . . . . . . . . . . . . . . . . . -50-
                 ---------------------------------                                                            
         12.9    Effect of Company's Determination  . . . . . . . . . . . . . . . . . . . . . . . . . . . -50-
                 ---------------------------------                                                            
         12.10   Reemployment of a Former Participant . . . . . . . . . . . . . . . . . . . . . . . . . . -51-
                 ------------------------------------                                                         
         12.11   Restrictions on Alienation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -51-
                 --------------------------                                                                   
         12.12   Facility of Payment  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -51-
                 -------------------                                                                          
         12.13   Distributions to Other Qualified Plans . . . . . . . . . . . . . . . . . . . . . . . . . -52-
                 --------------------------------------  
</TABLE>



                                                     -ii- 
                                                          
<PAGE>   4
<TABLE>
<S>      <C>                                                                                              <C>
ARTICLE                                                                                                   PAGE
- -------                                                                                                   ----
XIII     BENEFICIARIES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -53-
                                                                                                
         13.1    Designation of Beneficiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -53-
                 --------------------------                                                                   
         13.2    Beneficiary in the Absence of Designation  . . . . . . . . . . . . . . . . . . . . . . . -53-
                 -----------------------------------------                                                    
                                                                                                
XIV      ADMINISTRATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -55-
                                                                                                
         14.1    Authority of Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -55-
                 --------------------                                                                         
         14.2    Action of Company  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -55-
                 -----------------                                                                            
         14.3    Claims Review Procedure  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -56-
                 -----------------------                                                                      
         14.4    Indemnification  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -57-
                 ---------------                                                                              
         14.5    Qualified Domestic Relations Orders  . . . . . . . . . . . . . . . . . . . . . . . . . . -57-
                 -----------------------------------                                                          
                                                                                                
XV       TRUSTEE AND TRUST AGREEMENT  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -58-
                                                                                                
XVI      AMENDMENT AND TERMINATION  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -59-
                                                                                                
         16.1    Amendment  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -59-
                 ---------                                                                                    
         16.2    Limitation on Amendment  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -59-
                 -----------------------                                                                      
         16.3    Termination  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -59-
                 -----------                                                                                  
         16.4    Withdrawal of an Employer  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -60-
                 -------------------------                                                                    
         16.5    Corporate Reorganization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -61-
                 ------------------------                                                                     
                                                                                                
XVII     ADOPTION BY SUBSIDIARIES; EXTENSION                                                    
         TO NEW BUSINESS OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -62-
                                                                                                
         17.1    Adoption by Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -62-
                 ------------------------                                                                     
         17.2    Extension to New Business Operations . . . . . . . . . . . . . . . . . . . . . . . . . . -62-
                 ------------------------------------                                                         
                                                                                                
XVIII    MISCELLANEOUS PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -63-
                                                                                                
         18.1    No Commitment as to Employment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -63-
                 ------------------------------                                                               
         18.2    Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -63-
                 --------                                                                                     
         18.3    No Guarantees  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -63-
                 -------------                                                                                
         18.4    Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -63-
                 --------                                                                                     
         18.5    Precedent  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -63-
                 ---------                                                                                    
         18.6    Duty to Furnish Information  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -63-
                 ---------------------------                                                                  
         18.7    Withholding  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -64-
                 -----------                                                                                  
         18.8    Merger, Consolidation, or Transfer of Plan Assets  . . . . . . . . . . . . . . . . . . . -64-
                 -------------------------------------------------                                            
         18.9    Back Pay Awards  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -64-
                 ---------------                                                                              
         18.10   Condition on Employer Contributions  . . . . . . . . . . . . . . . . . . . . . . . . . . -65-
                 -----------------------------------                                                          
         18.11   Return of Contributions to Participants  . . . . . . . . . . . . . . . . . . . . . . . . -65-
                 ---------------------------------------                                                      
         18.12   Return of Contributions to an Employer . . . . . . . . . . . . . . . . . . . . . . . . . -65-
                 --------------------------------------                                                       
         18.13   Validity of Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -66-
                 ----------------                                                                             
         18.14   Parties Bound. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -66-
                 -------------                                                                                
                                                                                                
XIX      TOP-HEAVY PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -67-
                                                                                                
         19.1    Applicability  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -67-
                 -------------                                                                                
         19.2    Top-Heavy Definitions  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -67-
                 ---------------------                                                                        
         19.3    Accelerated Vesting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -69-
                 -------------------                                                                          
         19.4    Minimum Employer Contribution  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -70-
                 -----------------------------
</TABLE>




                                                         -iii- 
                                                               
<PAGE>   5
<TABLE>
<S>      <C>                                                                                              <C>
ARTICLE                                                                                                   PAGE
- -------                                                                                                   ----
                                                                                                
         19.5    Adjustments to Section 415 Limitations . . . . . . . . . . . . . . . . . . . . . . . . . -70-
                 --------------------------------------                                                       
         19.6    Compensation Taken Into Account  . . . . . . . . . . . . . . . . . . . . . . . . . . . . -71-
                 -------------------------------                                                              
                                                                                                
XX       LOANS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -72-
         20.1    Application for Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -72-
                 --------------------                                                                         
         20.2    Reduction of Account Upon Distribution . . . . . . . . . . . . . . . . . . . . . . . . . -73-
                 --------------------------------------                                                       
         20.3    Requirements to Prevent a Taxable Distribution . . . . . . . . . . . . . . . . . . . . . -73-
                 ----------------------------------------------                                               
         20.4    Administration of Loan Investment Funds  . . . . . . . . . . . . . . . . . . . . . . . . -74-
                 ---------------------------------------                                                      
         20.5    Default  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -74-
                 -------                                                                                      
         20.6    Changes in Employment Status and Transfers of Employment Before                
                 --------------------------------------------------------------- 
                 Loan Is Repaid in Full . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -75-                
                                                                                                
XXI      ELIGIBLE ROLLOVER DISTRIBUTIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -76-
                                                                                                
         21.1    Direct Rollover  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -76-
                 ---------------                                                                              
         21.2    Definitions  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -76-
                 -----------
</TABLE>




                                                         -iv-

<PAGE>   6

                       THE GOODYEAR TIRE & RUBBER COMPANY
                             EMPLOYEE SAVINGS PLAN
                                      FOR
                           BARGAINING UNIT EMPLOYEES



                                   ARTICLE I

                                    THE PLAN

                          This Plan shall be known as the Goodyear Tire &
Rubber Company Employee Savings Plan for Bargaining Unit Employees and
constitutes a modification, restatement, and continuation of The Goodyear Tire
& Rubber Company Employee Savings Plan for Bargaining Unit Employees, as
heretofore in effect, that was originally effective with respect to eligible
bargaining unit employees as of July 1, 1984.  The Plan is intended to qualify
under Section 401(a) of the Internal Revenue Code and to be a qualified
cash-or-deferred arrangement under Section 401(k) of the Internal Revenue Code.
This restatement shall be effective February 1, 1996.





                                      -1-

<PAGE>   7
                                   ARTICLE II

                                  DEFINITIONS

2.1           Meaning of Definitions.
              ----------------------
              As used herein, the following words and phrases shall have the
              meanings hereinafter set forth, unless a different meaning is
              plainly required by the context:

              (a)         The "Act" shall mean the Employee Retirement Income
                          Security Act of 1974, as amended from time to time.
                          Reference to a section of the Act shall include such
                          section and any comparable section or sections of any
                          future legislation that amends, supplements, or
                          supersedes such section.

              (b)         An "After-Tax Contribution" shall mean the amount
                          which a Participant has elected to have deducted from
                          his Compensation in accordance with the provisions of
                          Section 5.1.

              (c)         The "Beneficiary" of a Participant, or of a Former
                          Participant, shall mean the person or persons who,
                          under the provisions of Article XIII, shall be
                          entitled to receive distribution hereunder in the
                          event such Participant or Former Participant dies
                          before his interest shall have been distributed to
                          him in full.

              (d)         The "Code" shall mean the Internal Revenue Code of
                          1986, as amended from time to time.  Reference to a
                          section of the Code shall include such section and
                          any comparable section or sections of any future
                          legislation that amends, supplements, or supersedes
                          such section.

              (e)         The "Company" shall mean The Goodyear Tire & Rubber
                          Company, its corporate successors, and any
                          corporation or corporations into or with which it may
                          be merged or consolidated; and a "subsidiary of the
                          Company" shall mean a subsidiary of the Company or of
                          any of its subsidiaries and shall include any related
                          corporation.

              (f)         The "Company Stock" shall mean common stock of the
                          Company.

              (g)         The "Compensation" of a Participant for any period
                          shall mean the entire amount of compensa-


                                     -2-
<PAGE>   8
                          tion paid, or which would have been paid except for 
                          the provisions of the Plan, to such Participant 
                          during such period by reason of his employment as an
                          Employee, including vacation pay, as recorded in the
                          records of an Employer or any subsidiary of the 
                          Company, but excluding any imputed income, any 
                          supplemental unemployment benefit payments, any 
                          payments under plans imposed by governments other 
                          than the United States, any payments made for 
                          transportation, or any special allowances.

                          In addition to other applicable limitations which may
                          be set forth in the Plan and notwithstanding any
                          other contrary provision of the Plan, compensation
                          taken into account under the Plan shall not exceed
                          $150,000, adjusted for changes in the cost of living
                          as provided in Section 401(a)(17)(B) and Section
                          415(d) of the Code, for the purpose of calculating a
                          Plan participant's accrued benefit (including the
                          right to any optional benefit provided under the
                          Plan) for any Plan year commencing after December 31,
                          1994.  However, the accrued benefit determined in
                          accordance with this provision shall not be less than
                          the accrued benefit determined on December 31, 1994
                          without regard to this provision.

                          In determining the Compensation of a Participant for
                          purposes of the above compensation limitations, the
                          rules of Section 414(q)(6) of the Code shall apply,
                          except in applying such rules, the term "family"
                          shall include only the spouse of the Participant and
                          any lineal descendants of the Participant who have
                          not attained age 19 before the close of the Plan
                          year.  If as a result of the application of such
                          rules the applicable adjusted compensation limitation
                          is exceeded, then the limitation shall be prorated
                          among the affected individuals in proportion to each
                          such individual's compensation as determined under
                          this paragraph (g) prior to the application of the
                          compensation limitation.

              (h)         The "Continuous Service" of a Participant shall mean
                          the period of time (computed to the nearest 1/12th of
                          a year) between his Employment Commencement Date,
                          which shall mean the date a Participant first
                          performs an Hour of Service, and his Severance Date,
                          which shall mean the first to occur of the date of
                          his retirement under the Plan or other termination of
                          his employment, the first anniversary of the date on




                                      -3-


<PAGE>   9
              which the Participant is first absent from work on unpaid leave
              for maternity or paternity reasons, provided such absence begins
              on or after January 1, 1985, and the first anniversary of the
              date on which the Employee is first absent from work for any
              other reason, subject to the following provisions:

                          (i)        A Participant's continuous service shall
                                     include such periods of time while not
                                     actually on the payroll of his Employer as
                                     may be specified under the terms of the
                                     agreement between his collective
                                     bargaining representative and his Employer
                                     subject to any maximum limitation or other
                                     applicable terms and conditions of such
                                     agreement.

                          (ii)       With respect to a Participant who retires
                                     or whose employment with his Employer is
                                     otherwise terminated on or after January
                                     1, 1976, who is thereafter rehired and who
                                     subsequently completes a full year of
                                     Continuous Service, Continuous Service
                                     shall include, subject to the provisions
                                     of this Paragraph, the Continuous Service
                                     the Participant had at the time of his
                                     previous retirement or other termination
                                     of employment.  Prior to January 1, 1985,
                                     such prior Continuous Service shall be
                                     included only if it exceeds the period of
                                     time (computed to the nearest one-twelfth
                                     of a year) between his prior retirement or
                                     other termination of employment and the
                                     date he is rehired and is again employed
                                     by his Employer or a related corporation
                                     or if the Participant had either at least
                                     three continuous years of participation
                                     under the Plan or at least five years of
                                     Continuous Service at the time of his
                                     previous retirement or other termination
                                     of employment.  Beginning on and after
                                     January 1, 1985, such prior Continuous
                                     Service shall be included only if the
                                     conditions specified in the immediately
                                     preceding sentence are satisfied or if the
                                     period of time (computed to the nearest
                                     one-twelfth of a year) between the prior
                                     retirement or termination of employment
                                     and the date the Participant is rehired is
                                     less than five years, except that any
                                     prior Continuous Service permitted to be
                                     excluded as of



                                      -4-

<PAGE>   10

                                     December 31, 1984, will continue to be 
                                     excluded on and after January 1, 1985.

                          (iii)      A Participant's Continuous Service shall
                                     not include any period of time prior to
                                     January 1, 1976 which was not included in
                                     the Participant's Continuous Service under
                                     the 1950 Pension Plan of The Goodyear Tire
                                     & Rubber Company on December 31, 1975.

                          (iv)       In the case of an individual who is absent
                                     from work for maternity or paternity
                                     reasons, the 12- consecutive month period
                                     beginning on the first anniversary of the
                                     first date of such absence shall not
                                     constitute a break in service.  For
                                     purposes of this Paragraph (h), an absence
                                     from work for maternity or paternity
                                     reasons means an absence (i) by reason of
                                     the pregnancy of the Employee, (ii) by
                                     reason of the birth of a child of the
                                     Employee, (iii) by reason of the placement
                                     of a child with the Employee for adoption
                                     or (iv) for purposes of caring for any
                                     such natural born or adopted child for a
                                     period beginning immediately following the
                                     birth or placement.  An absence from work
                                     will be treated as an absence for
                                     maternity or paternity reasons only if and
                                     to the extent that the Employee furnishes
                                     to the Personnel Department such timely
                                     information as it may reasonably require
                                     to establish that the absence is for one
                                     or more of the four maternity or paternity
                                     reasons specified herein and to establish
                                     the number of days of absence attributable
                                     to such reason or reasons.

              (i)         An "Employee" shall mean any employee who is
                          represented by a collective bargaining representative
                          with whom his Employer has in effect a contract
                          providing for coverage by the Plan and who is covered
                          by the Goodyear Tire & Rubber Company Comprehensive
                          Medical Benefits Program for Employees and Their
                          Dependents, but no such employee shall be covered by
                          the Plan until the effective date specified in such
                          contract.

              (j)         An "Employer" shall mean the Company and any domestic
                          subsidiary of the Company that adopts the Plan as
                          hereinafter provided, so long as it continues as a
                          subsidiary of the Company.




                                      -5-



<PAGE>   11

              (k)         The "Employer Contribution Rate" shall mean the
                          percentage rate to be used by the Employers for a
                          specific Plan year in determining the amount of
                          Matching Employer Contribution for such Plan year.

              (l)         The "Employment Commencement Date" of a Participant
                          shall mean the date defined as such in Paragraph (h)
                          of this Section 2.1.

              (m)         An "Enrollment Date" shall mean the first day of each
                          month.

              (n)         A "Former Participant" shall mean a Participant who
                          has incurred a Settlement Date but who still has an
                          interest under the Plan.

              (o)         The "General Fund" shall mean the common trust fund
                          established in accordance with the provisions of
                          Section 8.1 as required to hold and administer any
                          assets of the Trust Fund that are not allocated among
                          any separate Investment Funds or the Goodyear Stock
                          Fund as may be provided in the Plan or Trust
                          Agreement.  No General Fund shall be established if
                          all assets of the Trust Fund are allocated among
                          separate Investment Funds or the Goodyear Stock Fund.

              (p)         The "Goodyear Stock Fund" shall mean the common trust
                          fund established in accordance with the provisions of
                          Section 8.3.

              (q)         A "Highly Compensated Employee" shall mean any
                          Employee who (i) is a 5% owner, as defined in Section
                          416(i)(1)(A)(iii) of the Code, at any time during the
                          determination year or the look-back year, (ii)
                          receives compensation in excess of $75,000 (indexed
                          in accordance with Section 415(d) of the Code) during
                          the look-back year, (iii) receives compensation in
                          excess of $50,000 (indexed in accordance with Section
                          415(d) of the Code) during the look-back year and is
                          a member of the top-paid group for the look-back
                          year, (iv) is an officer, within the meaning of
                          Section 416(i) of the Code, during the look-back year
                          and who receives compensation in the look-back year
                          greater than 40% of the dollar limitation in effect
                          under Section 415(b)(1)(A) of the Code for the
                          calendar year in which the look-back year begins, or
                          (v) is both described in (ii), (iii), or (iv) above
                          if the term "determination year" were substituted for
                          "look- back year" and one of the 100 employees who
                          receive the most compensation from an Employer during
                          the determination year.





                                      -6-


<PAGE>   12

              (r)         An "Hour of Service" with respect to a Participant
                          shall mean each hour for which he is paid, or
                          entitled to payment, for the performance of duties
                          for the Company or any subsidiary of the Company.
                          The rules set forth in Department of Labor
                          Regulations Section 2530.200b-2 and Section
                          2530.200b-3, which relate to determining Hours of
                          Service attributable to reasons other than the
                          performance of duties and crediting hours to
                          computation periods, are hereby incorporated into the
                          Plan by reference.

              (s)         An "Investment Fund" shall mean any separate
                          investment trust fund established from time to time
                          by the Trustee as may be provided in Section 8.2 of
                          the Plan to which assets of the Trust Fund may be
                          allocated and separately invested.

              (t)         A "Matching Employer Contribution" shall mean the
                          amount which the Employers shall be obligated to
                          contribute to the Plan in accordance with the
                          provisions of Section 6.1.

              (u)         A "Participant" shall mean an Employee who elects to
                          participate in the Plan in accordance with the
                          provisions of Article III, and whose participation
                          has not been terminated.

              (v)         The "Plan" shall mean this Employee Savings Plan for
                          Bargaining Unit Employees, as from time to time in 
                          effect.

              (w)         The "Plan Administrator," which is the administrator
                          for purposes of the Act and the plan administrator
                          for purposes of the Code, shall mean the Company.

              (x)         A "Plan year" shall mean a calendar year.

              (y)         A "related corporation" shall mean any corporation,
                          other than an Employer, which is a member of a
                          controlled group of corporations of which an Employer
                          is a member as determined under Section 1563(a) of
                          the Code, without regard to Section 1563(a)(4) and
                          Section 1563(e)(3)(C) of the Code.  Furthermore, the
                          term shall include any trade or business (whether or
                          not incorporated), other than an Employer, which is a
                          member of a group under common control of which an
                          Employer is also a member, as determined under
                          Section 414(c) of the Code.  The term shall also
                          include each




                                      -7-

<PAGE>   13

              organization, other than an Employer, that is a member of an
              affiliated service group of which an Employer is also a member,
              as determined under Section 414(m) of the Code, and any entity,
              other than an Employer, which is required to be aggregated with
              an Employer under Section 414(o) of the Code.

              (z)         A "separate account" shall mean the account
                          maintained by the Trustee in the name of a
                          Participant that reflects his interest in the Trust
                          Fund and any sub-accounts established thereunder, as
                          provided in Article VIII.

              (aa)        The "Settlement Date" of a Participant shall mean the
                          date on which a Participant ceases to be a
                          Participant in accordance with Section 12.1.

              (bb)        The "Severance Date" of a Participant shall mean 
                          the date defined as such in Paragraph (h) of this 
                          Section 2.1.

              (cc)        The "Tax-Deferred Contribution" with respect to a
                          Participant shall mean the percentage by which a
                          Participant has elected to have his Compensation
                          reduced in accordance with Section 4.1 and which
                          shall be contributed to the Plan on his behalf by his
                          Employer in accordance with the provisions of Section
                          4.4.

              (dd)        The "Trust Agreement" shall mean the agreement
                          entered into between the Company and the Trustee, as
                          provided in Article XV hereof, together with all
                          amendments thereto.

              (ee)        The "Trustee" shall mean the trustee which at the
                          time shall be designated, qualified, and acting under
                          the Trust Agreement.

              (ff)        The "Trust Fund" shall mean the trust maintained by
                          the Trustee under the Trust Agreement, which trust is
                          called the "Trust Fund for The Goodyear Tire & Rubber
                          Company Employee Savings Plan for Bargaining Unit
                          Employees."

              (gg)        A "valuation date" shall mean each business day of
                          the Plan year.


2.2           Pronouns.
              --------
              The masculine pronoun wherever used herein shall include the
              feminine in any case so requiring.





                                      -8-

<PAGE>   14
                                  ARTICLE III

                             EMPLOYEE PARTICIPATION

3.1           Eligibility and Election to Participate.
              ---------------------------------------

              Each Employee who is a Participant under the Plan on February 1,
              1996, shall continue as a Participant on and after that date.
              Each other Employee shall become a Participant as of the January
              1 next following his Employment Commencement Date or, if later,
              the Enrollment Date next following the date on which he completes
              six months of Continuous Service, or any subsequent Enrollment
              Date, if he has timely filed with the Company an election in the
              manner and form as prescribed by the Company.  An Employee's
              election shall contain (a) his authorization for his Employer to
              reduce his Compensation and to make Tax-Deferred Contributions on
              his behalf in accordance with the provisions of Sections 4.1 and
              4.2, (b) an authorization for his Employer to make any payroll
              deductions with respect to his After-Tax Contributions to the
              Plan in accordance with the provisions of Sections 5.1 and 5.2,
              and (c) his election as to the investment of his Tax-Deferred
              Contributions and After-Tax Contributions in accordance with the
              provisions of Section 7.2.  An Employee's election to become a
              Participant under this Section 3.1 shall be timely only if
              received by the Company in the manner and form as prescribed by
              the Company by the 15th day of the month prior to the Enrollment
              Date as of which his participation is to become effective.

3.2           Notification of New Participants.
              --------------------------------

              As soon as practicable after each Enrollment Date, each Employer
              shall notify the Company of Employees becoming Participants on
              such date.

3.3           Effect and Duration.
              -------------------

              Upon becoming a Participant, an Employee shall be entitled to the
              benefits and shall be bound by all the terms and conditions of
              the Plan and the Trust Agreement.  Each Employee who becomes a
              Participant shall remain a Participant until his participation is
              terminated as provided in Article XII.

3.4           Changes in Employment Status; Transfers of Employment.
              -----------------------------------------------------
              If an Employee who is a Participant ceases to be an Employee but
              continues in the employment of (i) an Employer in some other
              capacity or (ii) a related corporation, he shall nevertheless
              continue as a Participant until his status as a Participant is





                                      -9-

<PAGE>   15

              otherwise terminated in accordance with the provisions of the
              Plan.  In either case, such Participant shall share in Matching
              Employer Contributions for any payroll period of such
              participation only to the extent and on the basis of Tax-Deferred
              Contributions made on his behalf for such payroll period and his
              After Tax Contributions made during such payroll period; no Tax-
              Deferred Contributions shall be made on behalf of such
              Participant in accordance with the terms of his Compensation
              reduction authorization except on the basis of his Compensation
              for services as an Employee; and such Participant shall not be
              permitted to make After-Tax Contributions at any time during
              which he is employed in any capacity other than as an Employee.
              Moreover, if a person is transferred directly from employment
              (iii) with an Employer in a capacity other than as an Employee or
              (iv) with a related corporation to employment with an Employer as
              an Employee, he shall become a Participant as of the date he is
              so transferred if he had completed six months of Continuous
              Service as of the immediately preceding Enrollment Date and if he
              makes his election in accordance with the provisions of Section
              3.1.

3.5           Reemployment of a Participant.
              -----------------------------

              If a retired or Former Participant is reemployed by an Employer
              or a related corporation after he incurs a Settlement Date under
              Section 12.1, he shall again become a Participant on the date he
              is reemployed by an Employer and makes his election in accordance
              with the provisions of Section 3.1, unless he is not reemployed
              as an Employee, in which case he shall again become a Participant
              on the first date thereafter on which he does become an Employee
              if he has properly made such election.





                                      -10-


<PAGE>   16

                                   ARTICLE IV

                           TAX-DEFERRED CONTRIBUTIONS
                         MADE ON BEHALF OF PARTICIPANTS

4.1           Tax-Deferred Contributions.
              --------------------------

              The provisions of this Section 4.1 and Section 4.2 shall be
              subject to the provisions of Sections 3.1, 3.4, 4.6, and 4.7.
              Commencing with the first payment of Compensation to a
              Participant on or after the Enrollment Date occurring on February
              1, 1996, or the Enrollment Date as of which he becomes a
              Participant, if later, each Participant shall elect to have
              Tax-Deferred Contributions made to the Plan on his behalf by his
              Employer as hereinafter provided.

4.2           Amount of Tax-Deferred Contributions.
              ------------------------------------

              The amount of Tax-Deferred Contributions to be made to the Plan
              on behalf of a Participant by his Employer shall be an integral
              percentage of his Compensation of not less than one percent nor
              more than 16 percent and shall not, when aggregated with all
              other elective deferrals of the Participant with respect to the
              Plan year, exceed $9,500 (or such adjusted amount established by
              the Secretary of the Treasury pursuant to Section 402(g)(5) of
              the Code).  The percentage rate of Tax-Deferred Contributions to
              be made on a Participant's behalf, when combined with his
              percentage rate After-Tax Contributions, shall in no event exceed
              16 percent of his Compensation.  In the event a Participant so
              elects to have his Employer make Tax-Deferred Contributions on
              his behalf, his Compensation shall be reduced for each payroll
              period by the percentage he elects to have contributed on his
              behalf to the Plan in accordance with the terms of the
              Compensation reduction authorization in effect pursuant to
              Section 3.1 or 4.6, subject, however, to the $9,500 (or adjusted)
              annual aggregate limitation on Tax-Deferred Contributions and
              other elective deferrals.  In the event that a Participant's
              aggregate elective deferrals with respect to a Plan year,
              including his Tax- Deferred Contributions hereunder, exceed the
              then applicable annual aggregate limitation on elective
              deferrals, the Participant, not later than the first March 1
              following the close of the Plan year, may allocate the excess
              deferrals among the plans under which the deferrals occurred and
              notify each plan of the portion allocated to it, and the Company,
              not later than the first April 15 following the close of the Plan
              year, shall distribute to the Participant the annual amount of
              the excess deferral allocated to the Plan and any income
              allocable thereto, provided, however, that any such distributed
              excess deferral shall nevertheless




                                      -11-


<PAGE>   17

              be taken into account for purposes of computing deferral
              percentages for the Plan year under Section 4.3.

              In any case where an excess deferral has been distributed to a
              Participant pursuant to this Section 4.2, any Matching Employer
              Contributions attributable to such distributed excess deferral
              (and the income allocable thereto) shall be forfeited by the
              Participant at the time of the distribution and shall be treated
              as a forfeiture under the Plan as of the last day of the month in
              which the distribution occurs in accordance with the provisions
              of Section 12.8.  The amount of excess deferrals to be
              distributed for a taxable year will be reduced by excess
              contributions previously distributed or recharacterized under
              Section 4.3 for the Plan year beginning in such taxable year.

4.3           Limitation on Tax-Deferred Contributions of Highly Compensated
              --------------------------------------------------------------
              Employees.
              ---------

              Notwithstanding anything to the contrary contained in the Plan,
              no Tax-Deferred Contributions made with respect to a Plan year on
              behalf of eligible Highly Compensated Employees may result in an
              average deferral percentage for Highly Compensated Employees that
              exceeds the greater of:

              (a)         a percentage that is equal to 125 percent of the
                          average deferral percentage for all other eligible 
                          Employees; or

              (b)         a percentage that is not more than 200 percent of the
                          average deferral percentage for all other eligible
                          Employees and that is not more than two percentage
                          points higher than the average deferral percentage
                          for all other eligible Employees.

              For the purposes of applying the limitation contained in this
              Section 4.3, the Tax-Deferred Contributions of any Employee who
              is a family member of any Highly Compensated Employee who (i) is
              a five percent owner or (ii) is among the ten Highly Compensated
              Employees receiving the greatest compensation for the Plan year
              shall be aggregated with the Tax-Deferred Contributions of such
              Highly Compensated Employee, and such family member shall not be
              considered an Employee for purposes of determining the average
              deferral percentage for Employees.  A "family member" of a Highly
              Compensated Employee means the Highly Compensated Employee's
              spouse, his lineal ascendants, his lineal descendants, and the
              spouses of such lineal ascendants and descendants.  For purposes
              of applying the limitation contained in this Section 4.3, the
              deferral percentage





                                      -12-

<PAGE>   18

              for any Highly Compensated Employee who is eligible to have
              contributions made on his behalf under two or more arrangements
              described in Section 401(k) of the Code that are maintained by an
              Employer or a related corporation shall be determined as if all
              such contributions and any contributions described in Section
              401(k)(3)(D) of the Code were made under a single arrangement.
              The maximum amount permitted to be contributed to the Plan on a
              Highly Compensated Employee's behalf under this Section 4.3 shall
              be determined by reducing Tax-Deferred Contributions made on
              behalf of Highly Compensated Employees in order of their actual
              deferral percentages beginning with the highest of such
              percentages.

              In the event that Tax-Deferred Contributions with respect to a
              Plan year for eligible Highly Compensated Employees would
              otherwise exceed the limit specified in the preceding paragraph,
              the Tax-Deferred Contributions made with respect to a Highly
              Compensated Employee that exceed the maximum amount permitted to
              be contributed to the Plan on his behalf under this Section 4.3
              will be excess contributions and, along with the income but minus
              the loss allocable thereto, shall be distributed to the Highly
              Compensated Employees prior to the end of the next following Plan
              year, or, alternatively, to the extent provided in regulations,
              shall become After-Tax Contributions at the election of the
              Highly Compensated Employees and shall be subject to the
              provisions of the Plan applicable thereto; provided, however,
              that excess contributions will not be recharacterized with
              respect to a Highly Compensated Employee to the extent that the
              recharacterized amounts, in combination with After-Tax
              Contributions actually made by the Highly Compensated Employee,
              exceed the maximum amount of After-Tax Contributions (determined
              prior to applying Section 401(m)(2)(A) of the Code) that the
              Employee is permitted to make under the Plan in the absence of
              recharacterization, and that recharacterized excess contributions
              will remain subject to the nonforfeitability requirements and
              distribution limitations that apply to Tax-Deferred
              Contributions.  The amount of excess contributions to be
              distributed or recharacterized shall be reduced by excess
              deferrals previously distributed under Section 4.2 for the
              taxable year ending in the same Plan year.  If excess
              contributions are attributable to Participants aggregated under
              the family aggregation rules described in the preceding
              paragraph, the excess shall be allocated among family members in
              proportion to the Tax-Deferred Contributions made with respect to
              each family member.  If such excess contributions are distributed
              more than 2-1/2 months after the last day of the Plan year for
              which the excess occurred, an excise tax may be imposed under
              Section 4979 of the





                                      -13-

<PAGE>   19

              Code on the Employer maintaining the plan with respect to such
              amounts.  If such excess contributions are not distributed by the
              close of the Plan year following the Plan year for which the
              excess occurred, the cash or deferred arrangement will fail to
              satisfy the requirements of Section 401(k)(3) of the Code for the
              Plan year for which the excess occurred and for all subsequent
              years the excess contributions remain in the Trust.  The income
              allocable to excess Tax-Deferred Contributions shall be
              determined by multiplying the gain or loss allocable for the Plan
              year to the Tax-Deferred Contributions by a fraction, the
              numerator of which is the amount of the Participant's excess
              Tax-Deferred Contributions and the denominator of which is the
              sum of (i) the balance of the Participant's sub-accounts
              reflecting the Tax-Deferred Contributions as of the beginning of
              the Plan year, plus (ii) the Tax-Deferred Contributions made on
              behalf of the Participant.  The amount eligible to be distributed
              or alteratively recharacterized as After-Tax Contributions shall
              be determined by reducing the maximum percentage of Tax-Deferred
              Contributions from sixteen percent to such smaller percentage
              that will result in the limits set forth above not being
              exceeded, in accordance with procedures adopted by the Company.
              Each Highly Compensated Employee affected by a reduction in the
              percentage of Tax-Deferred Contributions being made on his behalf
              shall be notified by the Company of the reduction as soon as
              practicable.  For purposes of this Section 4.3, the "deferral
              percentage" of an Employee for a Plan year shall be the ratio of
              his Tax-Deferred Contributions with respect to the Plan year to
              his Compensation for such Plan year; an "eligible Employee" shall
              mean an Employee who has met the eligibility requirements of
              Section 3.1 to become a Participant, whether or not he has become
              a Participant; and an "eligible Highly Compensated Employee"
              shall mean a Highly Compensated Employee who has met the
              eligibility requirements of Section 3.1 to become a Participant,
              whether or not he has become a Participant.

              In any case where an amount of Tax Deferred Contributions has
              been distributed to a Participant in order to satisfy the
              limitations of this Section 4.3, any Matching Employer
              Contributions attributable to such distributed Tax-Deferred
              Contributions (and the income allocable thereto) shall be
              forfeited by the Participant at the time of the distribution and
              shall be treated as a forfeiture under the Plan as of the last
              day of the month in which the distribution occurs in accordance
              with the provisions of Section 12.8.





                                      -14-


<PAGE>   20

4.4           Administration.
              --------------

              Each Employer shall cause to be delivered to the Trustee in cash
              all Tax-Deferred Contributions made with respect to payroll
              periods ending during each calendar month in accordance with the
              provisions of Section 4.2, but not later than the 30th day of the
              next succeeding calendar month.  Subject to the provisions of
              Article X, the Trustee shall credit the amount of Tax-Deferred
              Contributions made by each Employer on behalf of each Participant
              for each payroll period ending during a calendar month and
              received by it to such Participant's separate account no later
              than the last day of such month.

4.5           Limitation on Employer Contributions.
              ------------------------------------

              Notwithstanding anything to the contrary contained in the Plan,
              each Employer's contribution to the Plan for any Plan year shall
              be made only out of the current or net income of such Employer
              and shall not exceed the limitation specified in Section 6.2.

4.6           Changes in Compensation Reduction Authorization.
              -----------------------------------------------
              A Participant may change the percentage of his Compensation that
              his Employer contributes on his behalf as a Tax-Deferred
              Contribution as of the first day of any calendar month by filing
              an amended Compensation reduction authorization with the Company
              by the 15th day of the month prior to the date with respect to
              which such change is to become effective, in the manner and form,
              or at such other time, as prescribed by the Company, except that
              he shall be limited to selecting an integral percentage of his
              Compensation of not less than zero percent or more than sixteen
              percent.  The percentage rate of Tax-Deferred Contributions to be
              made on a Participant's behalf, when combined with his percentage
              rate of After-Tax Contributions, shall in no event exceed sixteen
              percent of his Compensation.  Tax-Deferred Contributions shall be
              made on behalf of such Participant by his Employer, pursuant to
              his amended Compensation reduction authorization filed in
              accordance with the foregoing provisions of this Section 4.6,
              commencing with Compensation paid to such Participant on or after
              the date with respect to which such filing is effective, until
              otherwise altered or terminated in accordance with the Plan.

4.7           Suspension of Contributions.
              ---------------------------

              A Participant's Tax-Deferred Contributions with respect to a Plan
              year shall automatically be suspended on the date that his Tax-
              Deferred Contributions for the Plan year first equal or exceed
              $9,500 (or such adjusted





                                      -15-

<PAGE>   21

              amount established by the Secretary of the Treasury pursuant to
              Section 402(g)(5) of the Code).  Any such automatic suspension
              shall be in effect only for the remaining portion, if any, of the
              then current Plan year.





                                      -16-

<PAGE>   22

                                   ARTICLE V

                            AFTER-TAX CONTRIBUTIONS

5.1           After-Tax Contributions.
              -----------------------

              The provisions of this Section 5.1 and Section 5.2 shall be
              subject to the provisions of Sections 3.1, 3.4, 5.4, and 5.5.
              Commencing with the first payment of Compensation to a
              Participant on or after the Enrollment Date as of which he
              becomes a Participant, each Participant whose percentage rate of
              Tax-Deferred Contributions would otherwise be limited by
              paragraph (a) or (b) of Section 4.3 may, in addition to any
              Tax-Deferred Contributions that are being made on his behalf,
              make an After-Tax Contribution to the Plan as hereinafter
              provided.

5.2           Amount of After-Tax Contributions.
              ---------------------------------

              A Participant may make an After-Tax Contribution to the Plan that
              shall be an integral percentage of his Compensation of not less
              than one percent or more than 16 percent.  The percentage rate of
              After-Tax Contributions, when combined with the percentage rate
              of Tax-Deferred Contributions to be made on such Participant's
              behalf, shall in no event exceed 16 percent of his Compensation.
              Each Participant who is contributing under this Section 5.2 shall
              have the amount of his After-Tax Contribution deducted from his
              Compensation by his Employer no less frequently than one each
              calendar month in accordance with the terms of the payroll
              deduction authorization in effect for such Participant pursuant
              to Section 3.1 or 5.4.

5.3           Administration.
              --------------

              Each Employer shall cause to be delivered to the Trustee in cash
              all After-Tax Contributions deducted from the Compensation of
              Participants with respect to each payroll period ending during
              each calendar month in accordance with the provisions of Section
              5.2, but not later than the 30th day of the next succeeding
              calendar month.  Subject to the provisions of Article X, the
              Trustee shall credit the amount of After-Tax Contributions made
              by each Participant for each payroll period ending during a
              calendar month and received by it to such Participant's separate
              account no later than the last day of such month.

5.4           Changes in Payroll Deduction Authorization.
              ------------------------------------------

              A Participant may change the percentage of his Compensation that
              he contributes to the Plan as his After-Tax Contributions or
              terminate such After-Tax





                                      -17-

<PAGE>   23

              Contributions as of the first day of any calendar month by
              providing an amended payroll deduction authorization by the 15th
              day of the month prior to the date on which such change is to
              become effective, in the manner and form, or at such other time,
              as prescribed by the Company.  Furthermore, a Participant whose
              Tax-Deferred Contributions have, in whole or in part, been
              recharacterized as After-Tax Contributions in accordance with the
              provisions of Section 4.3 may change the percentage of his
              Compensation that he contributes to the Plan as his After-Tax
              Contributions as of the first day of any calendar month by
              providing an amended payroll deduction authorization by the 15th
              day of the month prior to the date on which such change is to
              become effective, in the manner and form, or at such other time,
              as provided by the Company.  In any such case, a Participant
              shall be limited to selecting an integral percentage of his
              Compensation of not less than one percent nor more than 16
              percent.  The percentage rate of After-Tax Contributions, when
              combined with the percentage rate of Tax-Deferred Contributions
              to be made on such Participant's behalf, shall in no event exceed
              16 percent of his Compensation.  After-Tax Contributions shall be
              made by such Participant, and deducted by his Employer, pursuant
              to his amended payroll deduction authorization filed in
              accordance with the foregoing provisions of this Section 5.4,
              commencing with Compensation paid to such Participant on or after
              the date with respect to which such filing is effective, until
              otherwise altered or terminated in accordance with the Plan.





                                      -18-

<PAGE>   24

                                   ARTICLE VI

                        MATCHING EMPLOYER CONTRIBUTIONS

6.1           Payment of Contributions.
              ------------------------

              Each Employer shall cause to be paid to the Trustee as its
              Matching Employer Contribution hereunder for each payroll period
              an amount that is equal to the Employer Contribution Rate
              multiplied by the aggregate of:

              (a)         the Tax-Deferred Contribution made by such Employer
                          on behalf of each Participant with respect to such
                          payroll period; plus

              (b)         the After-Tax Contribution made by each Participant
                          during such payroll period based on Compensation paid
                          by such Employer during such payroll period;

              provided, however, that such aggregate amount shall not include
              any portion of the sum of the Tax-Deferred Contributions and
              After-Tax Contributions of a Participant with respect to such
              payroll period that is in excess of six percent of his
              Compensation for such payroll period.  In addition to the
              Matching Employer Contribution payable pursuant to the
              immediately preceding sentence, for each payroll period each
              Employer shall cause to be paid to the Trustee a further Matching
              Employer Contribution (an "additional Matching Employer
              Contribution") for the account of each Participant employed by
              the Employer who, prior to such payroll period, had all of his
              Tax-Deferred Contributions and After-Tax Contributions suspended
              (either voluntarily or involuntarily) at a time when the
              aggregate of such contributions for the calendar year exceeded
              six percent of his Compensation paid during the calendar year and
              prior to the suspension.  The additional Matching Employer
              Contribution payable with respect to a payroll period for the
              account of a Participant described in the preceding sentence is
              to equal the Employer Contribution Rate multiplied by six percent
              of the Compensation paid to him for such payroll period;
              provided, however, that such additional Matching Employer
              Contribution shall be paid for the account of a Participant only
              until such time as the aggregate amount of his Tax-Deferred
              Contributions and After-Tax Contributions for the calendar year
              equals six percent of the Compensation that has been paid to him
              with respect to the calendar year.  All Matching Employer
              Contributions for any payroll period ending during a calendar
              month shall be paid in cash or in Company Stock to the Trustee
              not later than the 30th day of the next succeeding calendar
              month.  In any case, the Matching Employer Contribution for each




                                      -19-


<PAGE>   25

              payroll period ending during a calendar month, regardless of when
              actually paid, shall for all purposes of the Plan be deemed to
              have been made no later than the last day of such month.

6.2           Limitation on Amount.
              --------------------

              Notwithstanding anything to the contrary contained in the Plan,
              the Matching Employer Contributions of the Employers for any Plan
              year, when combined with the Tax-Deferred Contributions made by
              the Employers for such Plan year, shall be made only out of the
              current or accumulated net income of the respective Employers and
              shall in no event exceed (i) the maximum amount which will
              constitute an allowable deduction for such year to the Employers
              under Section 404 of the Code, (ii) the maximum amount which may
              be contributed by the Employers under Section 415 of the Code, or
              (iii) the maximum amount which may be contributed pursuant to any
              wage stabilization law, or any regulation, ruling, or order
              issued pursuant to law.

6.3           Allocation of Matching Employer Contributions.
              ---------------------------------------------

              The Matching Employer Contributions for each payroll period
              ending during a calendar month shall be allocated no later than
              the last day of such month among Participants and Former
              Participants on whose behalf Tax-Deferred Contributions were made
              or who made After-Tax Contributions during such payroll period.
              The allocation to be made to each such Participant and Former
              Participant for such payroll period shall be an amount equal to
              the Employer Contribution Rate multiplied by the aggregate of (a)
              the amount contributed to the Plan on his behalf as a
              Tax-Deferred Contribution for such payroll period, plus (b) the
              amount he contributed to the Plan as an After-Tax Contribution
              for such payroll period; provided, however, that such aggregate
              amount shall not include any portion of the sum of the
              Tax-Deferred Contributions and After-Tax Contributions of the
              Participant with respect to a payroll period that is in excess of
              six percent of his Compensation for such payroll period.  An
              Employer's Matching Employer Contribution for a Participant or
              Former Participant shall be allocated with respect to the
              Tax-Deferred Contributions made on his behalf and his After-Tax
              Contributions only to the extent that such Tax-Deferred
              Contributions and such After-Tax Contributions are based on
              Compensation paid, or which would have been paid but for the
              provisions of the Plan, by such Employer during such payroll
              period.  Further, a Participant or Former Participant with
              respect to whom an Employer has made an additional Matching
              Employer Contribution for a payroll period in accordance with





                                      -20-

<PAGE>   26

              Section 6.1 shall receive an allocation equal to the amount of
              such additional Matching Employer Contribution made for his
              account.  Subject to the provisions of Article IX, the Trustee
              shall credit the amount so allocated to each such Participant or
              Former Participant to his separate account no later than the last
              day of the month during which such payroll period ends.

6.4           Prevented Contributions.
              -----------------------

              The provisions of this Section 6.4 shall be given full force and
              effect notwithstanding anything to the contrary, other than
              Section 6.2, contained in the Plan.  In the event that any
              Employer which together with any other Employers hereunder
              constitutes an affiliated group within the meaning of Section
              1504 of the Code is prevented from paying any part or all of its
              contribution to be made for any Plan year hereunder by reason of
              its having no current or accumulated net income or because such
              net income is less than the contribution which such Employer
              would otherwise have made, then the amount thereof so prevented
              shall be paid by the other Employers in such affiliated group, in
              such proportion and to such extent as prescribed under Section
              404(a)(3)(B) of the Code.  Such amount for all purposes of the
              Plan shall be deemed to be a contribution made for such Plan year
              by the Employer on behalf of which it was made.  In the event an
              Employer which is not a member of such an affiliated group is
              prevented from paying all or part of its contribution for any
              Plan year, the amount so prevented shall not be paid by any other
              Employer.

6.5           Determination of Annual Employer Contribution Rate.
              --------------------------------------------------

              The Board of Directors of the Company shall determine the
              percentage to be used as the Employer Contribution Rate for each
              Plan year.  The Employer Contribution Rate for a specific Plan
              year shall be announced to Employees by November 15 of the
              preceding Plan year.

6.6           Determination of Amount of Employer Contribution.
              ------------------------------------------------

              The Company shall determine the amount to be contributed by each
              Employer for each payroll period in accordance with the
              provisions of the Plan.

6.7           Effect of Plan Termination.
              --------------------------
              Notwithstanding anything to the contrary contained in the Plan,
              any termination of the Plan shall terminate the liability of the
              Employers to make further contributions to the Plan, other than
              contributions for





                                      -21-

<PAGE>   27
              any payroll period ended prior to the time of such termination.

6.8           Limitation on Matching Employer Contributions and After-Tax
              -----------------------------------------------------------
              Contributions of Highly Compensated Employees.
              ---------------------------------------------

              Notwithstanding anything to the contrary contained in the Plan,
              no Matching Employer Contributions or After-Tax Contributions
              made with respect to a Plan year on behalf of eligible Highly
              Compensated Employees may result in an average contribution
              percentage for Highly Compensated Employees that exceeds the
              greater of

              (a)         a percentage that is equal to 125 percent of the
                          average contribution percentage for all other 
                          eligible Employees, or

              (b)         a percentage that is not more than 200 percent of the
                          average contribution percentage for all other
                          eligible Employees and that is not more than two
                          percentage points higher than the average
                          contribution percentage for all other eligible
                          Employees.

              For purposes of applying the limitation contained in this Section
              6.8, the Matching Employer Contributions and After-Tax
              Contributions of any Employee who is a family member of a Highly
              Compensated Employee who (i) is a five percent owner or (ii) is
              among the ten Highly Compensated Employees receiving the greatest
              compensation for the Plan year shall be aggregated with the
              Matching Employer Contributions and After-Tax Contributions of
              such Highly Compensated Employee, and such family member shall
              not be considered an Employee for purposes of determining the
              average contribution percentage for Employees.  A "family member"
              of a Highly Compensated Employee means the Highly Compensated
              Employee's spouse, his lineal ascendants, his lineal descendants,
              and the spouses of such lineal ascendants and descendants.

              In the event the Matching Employer Contributions and After-Tax
              Contributions with respect to a Plan year for eligible Highly
              Compensated Employees would otherwise exceed the limit specified
              in the preceding sentence, a certain amount of the Matching
              Employer Contributions and After-Tax Contributions, along with
              the income but minus the losses allocable thereto, shall be
              distributed or forfeited prior to the end of the next following
              Plan year, with such certain amount and the treatment thereof to
              be determined as follows:

 (c)         first, the maximum percentage of After-Tax Contributions shall be
             reduced, in accordance





                                      -22-

<PAGE>   28

              with procedures adopted by the Company, from sixteen percent to
              the greater of six percent or such percentage that will result in
              the average contribution percentage limit specified above not
              being exceeded, and the excess amount of After-Tax Contributions
              attributable to such reduction shall be distributed to the Highly
              Compensated Employees who made the excess contributions;

              (d)         second, if application of (c) does not cause the Plan
                          to meet the average contribution percentage limit
                          specified above, the maximum percentage of After-Tax
                          Contributions shall be further reduced from six
                          percent to such smaller percentage that, taking into
                          account the reduction in the After-Tax Contributions
                          and the loss of the Matching Employer Contribution
                          related thereto, will result in the average
                          contribution percentage limit specified above not
                          being exceeded, and the excess amount of After-Tax
                          Contributions attributable to such reduction shall be
                          distributed to the Highly Compensated Employees who
                          made the excess contributions;

              (e)         third, if (d) is applicable, and a Highly Compensated
                          Employee receiving a distribution thereunder of
                          excess After-Tax Contributions was fully vested in
                          amounts credited to his Company Stock Fund Account as
                          of the time such excess contribution occurred, that
                          portion of the Matching Employer Contribution for
                          such Plan year that relates to the After-Tax
                          Contributions distributed under (d) shall also be
                          distributed to the Highly Compensated Employee; and

              (f)         fourth, if (d) is applicable but (e) is not
                          applicable, that portion of the Matching Employer
                          Contribution for such Plan year that relates to the
                          After-Tax Contribution distributed under (d) shall be
                          treated as a forfeiture under the Plan as of the last
                          day of the next following Plan year.

              The income allocable to excess Matching Employer Contributions
              and After-Tax Contributions shall be determined in the same
              manner set forth in Section 4.3, by substituting "excess Matching
              Employer Contributions and After-Tax Contributions" for "excess
              Tax- Deferred Contributions."  For purposes of this Section 6.8,
              the "contribution percentage" of an Employee for a Plan year
              shall be the ratio of his aggregate After-Tax Contributions and
              Matching Employer Contributions with respect to the Plan year to
              his Compensation for such Plan year, except that, to the extent
              permitted by





                                      -23-

<PAGE>   29

              regulations to be promulgated by the Secretary of the Treasury,
              the Company may elect to take into account in computing the
              numerator of each eligible Employee's Contribution percentage the
              Tax-Deferred Contribution made on behalf of the eligible Employee
              for the Plan year; an "eligible Employee" shall mean an Employee
              who has met the eligibility requirements of Section 3.1 to become
              a Participant, whether or not he has become a Participant; and an
              "eligible Highly Compensated Employee" shall mean a Highly
              Compensated Employee who has met the eligibility requirements of
              Section 3.1 to become a Participant, whether or not he has become
              a Participant.  The determination hereunder of whether excess
              After-Tax Contributions or Matching Employer Contribution have
              been made by an eligible Employee with the respect to a Plan year
              shall occur after first determining the amount, if any, of that
              portion of the Tax-Deferred Contribution of the eligible Employee
              that is in excess of the annual aggregate limitation on
              Tax-Deferred Contributions and then determining the amount, if
              any, of Tax-Deferred Contributions made on behalf of the eligible
              Employee that are in excess of the limitations imposed under
              Section 4.3.

              Notwithstanding anything to the contrary contained in the Plan,
              the following multiple use limitation as required under Section
              401(m) of the Code shall apply:  the sum of the average deferral
              percentage and the average contribution percentage for Highly
              Compensated Employees may not exceed the aggregate limit.  The
              aggregate limit is the sum of (g) 125 percent of the greater of
              the average contribution percentage or the average deferral
              percentage for all other eligible Employees and (h) the lesser of
              200 percent of, or two percentage points plus, the lesser of such
              average contribution percentage or such average deferral
              percentage, or, if it would result in a larger aggregate limit,
              the sum of (i) 125 percent of the lesser of the average
              contribution percentage or the average deferral percentage for
              all other eligible Employees and (j) the lesser of 200 percent
              of, or two percentage points plus, the greater of such average
              contribution percentage or such average deferral percentage.  In
              the event that, after the satisfaction of the limitations in
              Section 4.3 and this Section 6.8, it is determined that
              contributions under the Plan fail to satisfy this multiple use
              limitation, the multiple use limitation shall be satisfied by
              further reducing the contribution percentages of Highly
              Compensated Employees (beginning with the highest such
              percentage) to the extent necessary to eliminate such excess,
              with such further reductions to be treated as excess
              contributions and disposed of as provided in this Section 6.8.





                                      -24-

<PAGE>   30

                                  ARTICLE VII

                    DEPOSIT AND INVESTMENT OF CONTRIBUTIONS

7.1           Deposit of Contributions.
              ------------------------

              All Tax-Deferred Contributions and After-Tax Contributions shall
              be deposited by the Trustee upon receipt in the Investment Funds
              as the Company shall direct and all Matching Employer
              Contributions shall be deposited by the Trustee upon receipt in
              the Goodyear Stock Fund; provided, however, that the Company's
              directions with respect to all Tax-Deferred Contributions and
              After- Tax Contributions shall be based on the investment
              election of each Participant made in accordance with the
              provisions of Section 7.2.  For all purposes hereunder,
              Tax-Deferred Contributions, After-Tax Contributions, and Matching
              Employer Contributions for each payroll period ending during a
              calendar month shall be deemed to have been deposited no later
              than the last day of such month.  The Trustee shall have no duty
              to collect or enforce payment of contributions or inquire into
              the amount or method used in determining the amount of
              contributions, and shall be accountable only for contributions
              received by it.

7.2           Investment Elections of Participants.
              ------------------------------------

              Each Participant shall, upon electing to participate under the
              Plan in accordance with the provisions of Section 3.1, make an
              investment election in the manner prescribed by the Company,
              directing the manner in which his Tax-Deferred Contributions and
              After-Tax Contributions shall be deposited and held by the
              Trustee.  The investment election of a Participant with respect
              to his Tax-Deferred Contributions and After-Tax Contributions
              shall specify the percentage of such contributions that is to be
              deposited in each of the Investment Funds, which percentage
              amounts must be whole percentage amounts not in excess in the
              aggregate of 100%.  The investment election by a Participant
              shall remain in effect until he ceases to be a Participant in
              accordance with the provisions of the Plan; provided, however,
              that a Participant may change his investment election at any
              time, in the manner and form as prescribed by the Company by
              making a new election specifying a change in his investment
              election.  Any such change must again specify a percentage of the
              Tax-Deferred Contributions and After-Tax Contributions of the
              Participant that is to be deposited in each of the Investment
              Funds, which percentage amounts must be whole percentage amounts
              not in excess in the aggregate of 100%, and shall not affect the
              amounts credited to any separate account or sub-account of the
              Participant or to any Investment Fund as





                                      -25-

<PAGE>   31

              of any date prior to the date on which such change is to become
              effective.

7.3           Election to Transfer Interest Between Funds.
              -------------------------------------------

              A Participant who has an interest in an Investment Fund may elect
              at any time to transfer all or a portion of such interest to
              another Investment Fund.  The Participant election must specify
              the Investment Fund from which the transfer is to be made, the
              Investment Fund to which the transfer is to be made, and a
              percentage of the amount eligible for transfer that is to be
              transferred, which percentage must be an integral multiple of 1%.
              Any such transfer election must be made in the manner and form
              and at the time prescribed by the Company.  Once the election
              becomes effective, it shall be irrevocable.

7.4           Election to Transfer Interest from Goodyear Stock Fund.
              ------------------------------------------------------

              A Participant who has attained age 52 and who has an interest in
              the Goodyear Stock Fund may elect at any time to transfer all or
              a portion of such interest to an Investment Fund.  The
              Participant election must specify the Investment Fund to which
              the transfer is to be made and a dollar amount or percentage of
              the amount eligible for transfer that is to be transferred.  Any
              such transfer election must be made in the manner and form and at
              the time prescribed by the Company.  Once the election becomes
              effective, it shall be irrevocable.  At no time may a Participant
              transfer amounts from an Investment Fund to the Goodyear Stock
              Fund.




                                      -26-

<PAGE>   32

                                  ARTICLE VIII

               ESTABLISHMENT OF FUNDS AND PARTICIPANTS' ACCOUNTS

8.1           Establishment of General Fund.
              -----------------------------

              The Trustee shall establish a General Fund as required to hold
              and administer any assets of the Trust Fund that are not
              allocated among the separate Investment Funds or the Goodyear
              Stock Fund as provided in the Plan or the Trust Agreement.  The
              General Fund shall be held and administered by the Trustee as a
              separate common trust fund.  The interest of each Participant,
              Former Participant, or Beneficiary under the Plan in the General
              Fund shall be an undivided interest.

8.2           Investment Funds.
              ----------------

              The Trustee shall establish the following Investment Funds:

              (a)         A Stable Value Fund which shall be invested primarily
                          in contracts with banks, insurance companies, or
                          other financial institutions which provide for rates
                          of return for particular periods of time.
                          Additionally, the Stable Value Fund may be invested
                          in investment grade securities which provide for
                          fixed or determinable rates of return.  The
                          securities may be held directly by the Plan, in group
                          trusts, or in separate accounts of insurance
                          companies.

              (b)         An S&P 500 Index Stock Equity Fund which shall be
                          invested primarily in the 500 stocks that comprise
                          the S&P 500 Composite Index.

              (c)         Asset Allocation Funds comprised of the following
                          three balanced funds:

                          (i)        A Conservative Asset Allocation Fund which
                                     shall be invested primarily in bonds and
                                     stocks with a target allocation of 60%
                                     bonds and 40% United States stocks.

                          (ii)       A Moderate Asset Allocation Fund which
                                     shall be invested primarily in bonds and
                                     stock with a target allocation of 40%
                                     bonds and 60% United States stocks.

                          (iii)      An Aggressive Asset Allocation Fund which
                                     shall be invested primarily in bonds and
                                     stocks with a target allocation of 65%





                                      -27-

<PAGE>   33

                          United States stocks, 15% international stocks, and 
                          20% bonds.

              (d)         A Large Capitalization Stock Equity Fund which shall
                          be invested primarily in common stocks of medium and
                          large companies that have better-than-average
                          prospects for appreciation.

              (e)         A Small Capitalization Stock Equity Fund which shall
                          be invested primarily in small company stocks that
                          are expected to provide long-term capital growth.

              (f)         An International Stock Equity Fund which shall be
                          invested primarily in common stocks and debt
                          obligations of companies and governments outside of
                          the United States that are expected to produce
                          long-term capital growth.

              (g)         A Self-Directed Fund Account which the Participant,
                          Former Participant, or Beneficiary may direct the
                          investment of all or any part of his separate account
                          among a list of mutual funds selected by the Company
                          and the Trustee.  The provisions of this paragraph
                          (g) of Article 8.2 shall be effective only if and to
                          the extent that the Company, in its discretion,
                          implements them.

              (h)         If a loan from the Plan to a Participant is approved
                          in accordance with the provisions of Article XX, the
                          Company shall direct the establishment and
                          maintenance of a Loan Investment Fund in the
                          Participant's name.  Notwithstanding any other
                          provision of the Plan to the contrary, income
                          received with respect to a Participant's Loan
                          Investment Fund shall be allocated and the Loan
                          Investment Fund shall be administered as provided in
                          Article XX.

              The Company may determine from time to time to direct (i) the
              closing of an Investment Fund or Investment Funds or (ii) the
              establishment and maintenance of an additional Investment Fund or
              Investment Funds and shall select the investments for such
              Investment Fund or Investment Funds.  The Company shall
              communicate the same and any changes therein in writing to the
              Plan Administrator and the Trustee.  All assets of each
              Investment Fund, except for a Self-Directed Fund Account or a
              Loan Investment Fund, shall be held and administered by the
              Trustee as a separate trust fund.  The interest of each
              Participant, Former Participant, or Beneficiary under the Plan in
              any Investment Fund, other than a Self-Directed Fund Account or a
              Loan Investment Fund, and other than an Investment Fund that





                                      -28-

<PAGE>   34

              consists of a mutual fund, shall be an undivided interest.  The
              interest of each Participant, Former Participant, or Beneficiary
              under the Plan in any Investment Fund that consists of a mutual
              fund shall be an undivided interest in the units of the mutual
              fund held by the Plan.  All assets of each Self-Directed Fund
              Account and each Loan Investment Fund shall be held and
              administered as a separate trust fund.

8.3           Goodyear Stock Fund.
              -------------------

              The Company shall direct the establishment and maintenance of a
              Goodyear Stock Fund to which Matching Employer Contributions
              shall be allocated.  Subject to the provisions of the Trust
              Agreement, the assets of the Goodyear Stock Fund shall be
              invested by the Trustee primarily in Company Stock.  Assets of
              the Goodyear Stock Fund may also be invested by the Trustee in
              interest- bearing common, commingled, group, or collective trust
              funds maintained by the Trustee exclusively for the short-term
              investment of assets of tax-qualified benefit plans.  The Trustee
              may purchase Company Stock on the open market through a national
              securities exchange or in the over-the-counter market through a
              broker-dealer which is a member of the National Association of
              Securities Dealers.  In addition, the Trustee may purchase
              Company Stock from the Company in accordance with the
              requirements of Section 408 of the Act.  The Goodyear Stock Fund
              shall be held and administered as a separate common trust fund.
              The interest of each Participant, Former Participant, or
              Beneficiary under the Plan in the Goodyear Stock Fund shall be an
              undivided interest.

8.4           Appointment of Investment Managers.
              ----------------------------------

              As provided in the Trust Agreement, the Company may appoint one
              or more investment managers (as defined in Section 3(38) of
              ERISA) with respect to any portion of any trust fund established
              under this Article VIII.

8.5           Income on Trust Funds.
              ---------------------
              Any dividends, interest, distributions, or other income received
              by the Trustee in respect of a Fund shall be reinvested by the
              Trustee in the respective Funds for which such income was
              received.

8.6           Separate Accounts.
              -----------------
              As of the first date a contribution is made by or on behalf of an
              Employee, there shall be established a separate account in his
              name reflecting his interest in the Trust Fund.  Each separate
              account shall be maintained and administered for each
              Participant, Former





                                      -29-

<PAGE>   35

              Participant, and Beneficiary in accordance with the provisions of
              the Plan.

8.7           Sub-Accounts.
              ------------

              The separate account of each Participant, Former Participant, and
              Beneficiary shall be divided into individual sub-accounts
              reflecting the portion of the account which is derived from
              Matching Employer Contributions, Tax-Deferred Contributions, and
              After-Tax Contributions.  Each sub-account shall reflect
              separately contributions allocated to each Investment Fund and
              the Goodyear Stock Fund and the earnings and losses attributable
              thereto.  Such other sub-accounts may be established as are
              necessary or appropriate to reflect the interest of a
              Participant, Former Participant, or Beneficiary in the Trust
              Fund.

8.8           Account Balances.
              ----------------

              For all purposes hereof, the balance of each separate account of
              a Participant, Former Participant, or Beneficiary, including
              sub-accounts, as of any date shall be the balance of such account
              or sub-account after all credits and charges thereto, for and as
              of such date, have been made as provided herein.

8.9           Funds from Predecessor Plans.
              ----------------------------

              At the direction of the Company, the Trustee is authorized to
              accept the transfer of funds being held by the funding agent for
              a predecessor plan (as hereinafter defined) for the benefit of an
              eligible Employee, provided that at no time in the course of the
              transfer shall such funds be made available to the eligible
              Employee.  The Trustee shall have no duty to verify whether the
              amount of any predecessor plan funds delivered to it is correct,
              and shall have no duty of inquiry into the administration of any
              predecessor plan or of any prior trust or other funding agency
              for a predecessor plan.  The Trustee shall deposit all funds
              received by it from a predecessor plan in the Goodyear Stock Fund
              and the Investment Funds in accordance with the directions of the
              Company, which shall be based on the investment elections of the
              eligible Employees made in the form and manner prescribed by the
              Company; provided, however, that no predecessor plan funds may be
              deposited in the Goodyear Stock Fund other than funds that were
              invested in common stock of the Company under the predecessor
              plan immediately prior to the transfer.  The Trustee shall
              establish and maintain a separate account and such sub-accounts
              in the name of an eligible Employee as are necessary to reflect
              his interest that is attributable to predecessor plan funds and
              to reflect the portion of his predecessor plan





                                      -30-

<PAGE>   36

              funds that is attributable to voluntary after-tax contributions,
              to contributions made pursuant to a cash or deferred arrangement
              qualified under Section 401(k) of the Code, and to other employer
              contributions.  Each such separate account shall, upon each
              valuation date, share in the net increase or decrease in the
              value of the assets of the Investment Funds and the Goodyear
              Stock Fund maintained under the Plan on the basis of the balance
              of such separate account immediately prior to the valuation date
              in accordance with Section 10.1, provided, however, that such
              balance for this purpose only shall be reduced by the amount of
              any funds transferred to the Trustee since the immediately
              preceding valuation date.  With the exception of funds
              transferred from a predecessor plan maintained by an Employer or
              a related corporation, which shall be vested in accordance with
              the next following sentence of this Section 8.9, all predecessor
              plan funds shall at all times be fully vested and nonforfeitable.
              The vested interest of a Participant in funds transferred from a
              predecessor plan maintained by an Employer or a related
              corporation shall be determined as of the date of transfer based
              on the vesting provisions of the predecessor plan in effect on
              such date, and on and after the date of transfer the vested
              interest shall be determined based on the vesting provisions of
              the Plan or, in the event an election under Section 12.6 applies
              with respect to the Participant, based on the vesting provisions
              of the predecessor plan as of the date of transfer.  Predecessor
              plan funds shall be distributed at such times and according to
              such methods as are generally provided under the Plan.  In
              addition, predecessor plan funds attributable to voluntary
              after-tax contributions made under the predecessor plan shall be
              subject hereunder to the withdrawal provisions applicable to
              After-Tax Contributions and predecessor plan funds that were
              contributed pursuant to a cash or deferred arrangement qualified
              under Section 401(k) of the Code shall be subject hereunder to
              the withdrawal and distribution provisions applicable to
              Tax-Deferred Contributions.  For purposes of this Section 8.9, a
              predecessor plan shall mean any other defined contribution plan
              that complies with the requirements of Section 401(a) of the Code
              and satisfies the conditions specified in Section
              401(a)(11)(B)(iii) of the Code.





                                      -31-

<PAGE>   37

                                   ARTICLE IX

                     LIMITATIONS ON ALLOCATIONS TO ACCOUNTS

9.1           Limitation on Crediting of Contributions.
              ----------------------------------------

              Notwithstanding anything to the contrary contained in the Plan,
              the amount of Matching Employer Contributions, Tax-Deferred
              Contributions, and After-Tax Contributions, which may be credited
              to the separate account of any Participant or Former Participant
              shall be subject to the following provisions:

              (a)         For purposes of this Section 9.1, the "annual
                          addition" with respect to a Participant or Former
                          Participant shall mean the sum for any Plan year of
                          the following amounts:

                          (i)        Tax-Deferred Contributions, After-Tax
                                     Contributions, and Matching Employer
                                     Contributions that are credited to the
                                     separate account of such Participant or
                                     Former Participant for such Plan year
                                     pursuant to Sections 4.4, 5.3, and 6.4,
                                     and

                          (ii)       the amount, if any, of Employer
                                     Contributions and forfeitures and employee
                                     after-tax contributions that are credited
                                     to the Participant or Former Participant
                                     under any other qualified defined
                                     contribution plan (whether or not
                                     terminated) maintained by an Employer or a
                                     related corporation concurrently with the
                                     Plan.

              (b)         For purposes of this Section 9.1, the "compensation"
                          of a Participant or Former Participant shall mean (in
                          contrast with Compensation as defined in paragraph
                          (g) of Section 2.1) his wages, salaries, and other
                          amounts received for personal services actually
                          rendered in the course of employment with an Employer
                          or a related corporation, excluding, however,

                          (i)        contributions made by an Employer or a
                                     related corporation to a plan of deferred
                                     compensation (including Tax-Deferred
                                     Contributions hereunder) to the extent
                                     that, before the application of the
                                     limitations of Section 415 of the Code to
                                     such plan, the contributions are not
                                     includable in the gross income of the
                                     Participant or Former Participant for the
                                     taxable year in which contributed;




                                      -32-

<PAGE>   38

                          (ii)       contributions made by an Employer or a
                                     related corporation on his behalf to a
                                     simplified employee pension described in
                                     Section 408(k) of the Code;

                          (iii)      any distributions from a plan of deferred
                                     compensation (other than amounts received
                                     pursuant to an unfunded non-qualified plan
                                     in the year such amounts are includable in
                                     the gross income of the Participant or
                                     Former Participant);

                          (iv)       amounts received from the exercise of a
                                     non-qualified stock option or when
                                     restricted stock or other property held by
                                     the Participant or Former Participant
                                     becomes freely transferable or is no
                                     longer subject to substantial risk of
                                     forfeiture;

                          (v)        amounts received from the sale, exchange,
                                     or other disposition of stock acquired
                                     under a qualified stock option; and

                          (vi)       any other amounts that receive special tax
                                     benefits, such as premiums for group term
                                     life insurance (but only to the extent
                                     that the premiums are not includable in
                                     the gross income of the Participant or
                                     Former Participant).

              (c)         For the Plan year ending December 31, 1984, and each
                          Plan year thereafter, the annual addition with
                          respect to a Participant or Former Participant shall
                          not exceed the lesser of

                          (i)        $30,000 (subject to adjustment annually
                                     pursuant to Internal Revenue Service
                                     regulations and rulings under Section 415
                                     of the Code), or

                          (ii)       25 percent of such Participant's 
                                     compensation paid for such Plan year.

                          If as a result of the allocation of forfeitures, a
                          reasonable error in estimating the Participant's
                          compensation, a reasonable error in determining the
                          amount of elective deferrals (within the meaning of
                          Section 402(g)(3) of the Code) that may be made with
                          respect to any individual under the limits of Section
                          415 of the Code, or other reasonable facts and
                          circumstances that the Commissioner of the Internal
                          Revenue finds to justify the availability of the
                          rules set forth below, the





                                      -33-

<PAGE>   39
              annual addition to the separate account of a Participant or
              Former Participant in any Plan year would exceed the amount that
              may be applied for his benefit under the limitation contained in
              this Section 9.1 absent such limitation, the amount of his
              After-Tax Contributions for such Plan year and of that portion of
              the Matching Employer Contributions that would be allocated to
              such Participant or Former Participant under Section 6.3 based
              thereon, but that would exceed the limitation herein, shall be
              reduced (applying the same percentage reduction with respect to
              both such After-Tax Contributions and Matching Employer
              Contributions) to the extent necessary to eliminate such excess.
              The amount of any such reduction of After-Tax Contributions shall
              be returned to such Participant or Former Participant (plus the
              earnings, if any, attributable to such amount), and the amount of
              any such reduction of Matching Employer Contributions shall be
              deemed a forfeiture for such Plan year and shall be applied
              against the Company's Matching Employer Contribution obligation
              as described below.  If the limitation contained in this Section
              9.1 would still be exceeded after application of the previous
              sentence, the amount of the Tax-Deferred Contributions made on
              behalf of such Participant or Former Participant for such Plan
              year and that portion of the Matching Employer Contribution that
              would be allocated to such Participant or Former Participant
              under Section 6.3 based thereon, but that would exceed the
              limitation herein, shall be reduced (applying the same percentage
              reduction with respect to both Tax-Deferred Contributions and
              Matching Employer Contributions) to the extent necessary to
              eliminate such excess.  The amount of any such reduction of
              Tax-Deferred Contributions shall be applied as the initial
              Tax-Deferred Contributions made by the Participant for the next
              following limitation year until such amount is exhausted, unless
              the Participant is not covered by the Plan as of the end of the
              limitation year, in which event such amount shall be deemed a
              forfeiture for such Plan year and shall be applied against the
              Company's Matching Employer Contribution obligation as described
              below.  The amount of any such reduction of Matching Employer
              Contributions shall be deemed a forfeiture for such Plan year and
              shall be applied against the Company's Matching Employer
              Contributions obligation as described below.  Amounts which are
              deemed forfeitures hereunder with respect to the





                                      -34-

<PAGE>   40
              Company for a Plan year shall be held unallocated in a suspense
              account established with respect to the Company and shall for all
              Plan purposes be applied against the Company's Matching Employer
              Contribution obligation for the next following Plan year (and
              succeeding Plan years, as necessary).  No such suspense account
              shall share in any increase or decrease in the net worth of the
              Investment Funds and the Goodyear Stock Fund.

              (d)         If any Participant or Former Participant in the Plan
                          also shall be covered by a qualified defined benefit
                          plan (whether or not terminated) maintained by an
                          Employer or a related corporation concurrently with
                          the Plan, the sum of subparagraphs (i) and (ii) below
                          shall in no event exceed 1.0 in any Plan year where

                          (i)        is the defined benefit plan fraction
                                     (determined as of the close of such Plan
                                     year), the numerator of which is the
                                     projected annual benefit of such
                                     Participant or Former Participant under
                                     such plan and the denominator of which is
                                     the lessor of (1) the product of 1.25
                                     multiplied by the dollar limitation in
                                     effect under Section 415(b)(1)(A) of the
                                     Code for such Plan year, or (2) the
                                     product of 1.4 multiplied by the amount
                                     which may be taken into account under
                                     Section 415(b)(1)(B) of the Code with
                                     respect to such Participant or Former
                                     Participant for such Plan year; and

                          (ii)       is the defined contribution plan fraction,
                                     the numerator of which is the sum of the
                                     annual addition to the separate accounts
                                     of such Participant or Former Participant
                                     as of the close of such Plan year and for
                                     each prior year of service with an
                                     Employer or a related corporation and the
                                     denominator of which is the sum of the
                                     lesser of the following amounts determined
                                     for such Plan year and each prior year of
                                     service with an Employer or a related
                                     corporation:  (1) the product of 1.25
                                     multiplied by the dollar limitation in
                                     effect under Section 415(c)(1)(A) of the
                                     Code for such Plan year determined without
                                     regard to Section 415(c)(6), or (2) the
                                     product of 1.4 multiplied by the amount
                                     which may be taken into account under
                                     Section 415(c)(1)(B) (or





                                      -35-

<PAGE>   41

                                     Section 415(c)(7) or (8), if applicable) 
                                     with respect to such Participant or 
                                     Former Participant for such Plan year.

                          In the event the special limitation contained in this
                          paragraph (d) is exceeded, the benefits otherwise
                          payable to the Participant or Former Participant
                          under any such qualified defined benefit plan shall
                          be reduced to the extent necessary to meet such
                          limitation.  If the Plan satisfied the applicable
                          requirements of Section 415 of the Code as in effect
                          for all limitation years beginning before January 1,
                          1987, an amount shall be subtracted from the
                          numerator of the defined contribution plan fraction
                          (not exceeding such numerator) as prescribed by the
                          Secretary of the Treasury so that the sum of the
                          defined benefit plan fraction and the defined
                          contribution plan fraction computed under Section
                          415(e)(1) of the Code, as revised by the Tax Reform
                          Act of 1986, does not exceed 1.0 for such limitation
                          year.

              (e)         In the event that a Participant or Former Participant
                          is covered by any other qualified defined
                          contribution plan (whether or not terminated)
                          maintained by an Employer or a related corporation
                          concurrently with the Plan, the procedure set forth
                          in paragraph (c) of this Section 9.1 shall be
                          implemented first by returning the contributions made
                          by the Participant or Former Participant for such
                          Plan year under all of the defined contribution plans
                          other than the Plan.  If the limitation contained in
                          this Section 9.1 is still not satisfied after
                          returning all of the contributions made by the
                          Participant or Former Participant under all such
                          other plans, the procedure set forth in paragraph (c)
                          of this Section 9.1, without regard to the foregoing
                          provisions of this paragraph (e), shall be invoked to
                          eliminate any such excess.  If the limitation
                          contained in this Section 9.1 is still not satisfied
                          after invocation of the procedure set forth in
                          paragraph (c) of this Section 9.1, the portion of the
                          Employer contributions and of forfeitures for the
                          Plan year under all such other plans, which has been
                          allocated to such Participant thereunder, but which
                          exceeds the limitation herein, shall be deemed a
                          forfeiture for such Plan year and shall, subject to
                          the provisions of this Section 9.1, be reallocated
                          among and credited to the separate accounts of the
                          remaining Participants and Former Participants in
                          such other





                                      -36-

<PAGE>   42
                          plans who are eligible to share in such
                          contributions and forfeitures for such Plan year;
                          provided, however, that the amount of the Employer
                          contributions and of any forfeitures which is deemed a
                          forfeiture under this paragraph (e) shall be effected
                          on a pro rata basis among all of such plans, including
                          the Plan, unless the Participant or Former Participant
                          is covered by a money purchase pension plan or a tax
                          credit plan meeting the requirements of Section 409 of
                          the Code, in which event the forfeiture shall be
                          effected first under the Plan (and any other defined
                          contribution plan which is not a money purchase
                          pension plan nor a tax credit plan) and, if the
                          limitation is still not satisfied, then under such
                          money purchase pension plan, and finally, if the
                          limitation is still not satisfied, then under such tax
                          credit plan.  In the event that a Participant or
                          Former Participant is covered by a qualified defined
                          benefit plan, the procedure set forth in paragraph (d)
                          of this Section 9.1 shall be implemented prior to
                          effecting any reduction in the benefit of such
                          Participant or Former Participant under the defined
                          contribution plans.

              (f)         In the event that the limitations of paragraph (d) of
                          this Section 9.1 are applicable, the following
                          adjustments shall be made for purposes of applying
                          such paragraph (d):

                             If, before October 3, 1973, the Participant or
                             Former Participant was an active participant in a
                             qualified defined benefit plan maintained by an
                             Employer and otherwise satisfies the requirements
                             of Section 2004(d)(2) of the Act, the defined
                             benefit plan fraction described in subparagraph
                             (d)(i) shall not exceed 1.0.

              (g)         For purposes of this Section 9.1, the meaning of
                          "related corporation" shall be as modified by Section
                          415(h) of the Code.

9.2           Scope of Limitation.
              -------------------

              The limitations contained in this Article IX shall be applicable
              only with respect to benefits provided pursuant to the defined
              contribution plans and defined benefit plans described in Section
              415(k) of the Code.





                                      -37-


<PAGE>   43

                                   ARTICLE X

                 VALUATIONS, DIVIDEND REINVESTMENTS, AND VOTING

10.1          Valuation of Participant's Interest.
              -----------------------------------
              As of each valuation date hereunder, the Trustee shall adjust
              each separate account of each Participant, Former Participant and
              Beneficiary, and any sub-account maintained thereunder, to
              reflect any increase or decrease in the value of the Trust Fund
              since the immediately preceding valuation date in the following
              manner:

              (a)         The Trustee shall value all of the assets of the 
                          Goodyear Stock Fund at fair market value.

              (b)         The Trustee shall value all of the assets of the
                          Investment Funds with respect to which no investment
                          manager has been appointed at fair market value and
                          each investment manager shall value all of the assets
                          of the Investment Fund with respect to which he has
                          been appointed at fair market value and shall provide
                          the same to the Trustee.  In valuing the Investment
                          Funds with respect to which no investment manager has
                          been appointed that consist of mutual funds, the
                          Trustee may rely on price data supplied by the mutual
                          fund manager.

              (c)         The Trustee shall then ascertain the net increase or
                          decrease in the value of the respective Investment
                          Funds and the Goodyear Stock Fund which is
                          attributable to net income, investment management
                          fees, and all profits and losses, realized and
                          unrealized, since the immediately preceding valuation
                          date, on the basis of the valuation provided under
                          paragraphs (a) and  (b) of this Section 10.1, and
                          after making appropriate adjustments for the amount
                          of all contributions made with respect to the month
                          in which such valuation date occurs and for any
                          distributions and withdrawals from the respective
                          Investment Funds and the Goodyear Stock Fund since
                          such preceding valuation date and prior to such date.

              (d)         The Trustee shall then allocate the net increase or
                          decrease in the value of the respective Investment
                          Funds and the Goodyear Stock Fund as thus determined
                          among all Participants, Former Participants, and
                          Beneficiaries who have an interest in the respective
                          Investment Funds and the Goodyear Stock Fund,
                          separately with respect to each of such Investment
                          Funds and the





                                      -38-

<PAGE>   44

                          Goodyear Stock Fund, in the ratio that
                          the balance of each separate account maintained under
                          such Investment Fund or the Goodyear Stock Fund on the
                          date immediately preceding such valuation date bears
                          to the aggregate of the balances of all such separate
                          accounts on the day immediately preceding such
                          valuation date, and shall credit or charge, as the
                          case may be, each such separate account with the
                          amount of its allocated share. Moreover, the Trustee
                          shall in the same manner credit or charge any
                          sub-account maintained thereunder with the amount of
                          its allocated share.

              (e)         Finally, the Trustee shall then credit to the
                          appropriate separate account and sub-accounts of each
                          Participant and Former Participant, as applicable and
                          in accordance with the provisions of Article VIII,
                          the Tax-Deferred Contributions made on his behalf,
                          his After-Tax Contributions, and his share of
                          Matching Employer Contributions made since the
                          immediately preceding valuation date.

              The Trustee may maintain its records for the Plan on the basis of
              unit accounting.

10.2          Reinvestment of Dividends.
              -------------------------

              Except as may be otherwise directed by the Company, all dividends
              and other earnings of the Goodyear  Stock Fund shall be used by
              the Trustee to purchase additional Company Stock.

10.3          Voting Company Stock.
              --------------------

              At least 30 days prior to each annual or special meeting of its
              shareholders, the Company shall cause to be sent to each
              Participant, and to each Former Participant and Beneficiary, a
              copy of the proxy solicitation material therefor, together with a
              form requesting that each such Participant, Former Participant,
              or Beneficiary give to the Trustee or proxy solicitation and
              tabulation agent his confidential instructions with respect to
              the manner in which his proportionate interest in the Company
              Stock held in the Goodyear Stock Fund shall be voted by the
              Trustee.  Upon receipt of such instructions, the Trustee shall
              vote the Company Stock as instructed.  Furthermore, the Trustee
              shall vote the Company Stock with respect to which it does not
              receive instructions in the same proportions as it votes the
              Company Stock for which it received instructions.  Instructions
              received from individual Participants, Former Participants, and
              Beneficiaries by the Trustee shall be





                                      -39-

<PAGE>   45
              held in the strictest confidence and shall not be divulged or
              released to any person, including officers or employees of the
              Company.

10.4          Finality of Determinations.
              --------------------------

              The Trustee shall have exclusive responsibility for determining
              the net income, liabilities, and value of the assets of the
              Goodyear Stock Fund and for determining the balance of each
              separate account and sub-account maintained hereunder.  The
              Trustee shall have exclusive responsibility for determining the
              net income, liabilities, and value of the assets of the
              Investments Funds with respect to which no investment manager has
              been appointed, and each investment manager shall have exclusive
              responsibility for determining the net income, liabilities, and
              value of the assets of the Investment Fund with respect to which
              he has been appointed.  In determining the net income,
              liabilities, and value of the assets of the Investment Funds with
              respect to which no investment manager has been appointed that
              consist of mutual funds, the Trustee may rely on information
              provided by the mutual fund manager.  The Trustee's and
              investment managers' determinations thereof shall be conclusive
              upon the Employers, and all Participants, Former Participants,
              and Beneficiaries hereunder.

10.5          Notification.
              ------------
              As soon as reasonably possible after the end of each Plan year,
              the Company shall notify each Participant, Former Participant,
              and Beneficiary of the balance of his separate account and
              sub-accounts as of the last day of such Plan year.





                                      -40-

<PAGE>   46
                                   ARTICLE XI

                           WITHDRAWALS WHILE EMPLOYED

11.1          Withdrawal of After-Tax Contributions.
              -------------------------------------

              A Participant may elect to withdraw in cash an amount equal to
              all or any portion of the value of the balance of his sub-account
              attributable to his After-Tax Contributions as of the most recent
              valuation date.  In the event a Participant has more than one
              Investment Fund in his sub-account attributable to After-Tax
              Contributions and he withdraws only a portion of the balance of
              such sub-account, the withdrawal shall be charged to each of the
              Investment Funds in the ratio that the balance of the sub-account
              invested in the Investment Fund as of the most recent valuation
              date bears to the balance of the sub-account as of such date.

11.2          Withdrawal of Matching Employer Contributions.
              ---------------------------------------------

              Prior to his attainment of age 59-1/2, a Participant may not
              withdraw amounts attributable to Matching Employer Contributions
              unless the Company has made a determination that a hardship
              exists and such withdrawal is made in accordance with the
              provisions of Section 11.4.  A Participant who has attained the
              age of 59-1/2 may elect to withdraw in cash an amount equal to
              all or any portion of his vested interest in the value of the
              balance of his sub-account attributable to Matching Employer
              Contributions as of the most recent valuation date.  A
              Participant's vested interest in Matching Employer Contributions
              shall be the amount in which he would be vested under Section
              12.2 had he terminated his employment with his Employer.  In the
              event a Participant has one or more Investment Funds in his
              sub-account attributable to Matching Employer Contributions and
              he withdraws only a portion of the balance of such sub-account,
              the withdrawal shall be charged to each of the Investment Funds
              and the Goodyear Stock Fund in the ratio that the balance of the
              sub-account invested in the Investment Fund or the Goodyear Stock
              Fund as of the most recent valuation date bears to the balance of
              the sub-account as of such date.

11.3          Withdrawal of Tax-Deferred Contributions.
              ----------------------------------------

              Prior to his attainment of age 59-1/2, a Participant may not
              withdraw amounts attributable to Tax-Deferred Contributions
              unless the Company has made a determination that a hardship
              exists and such withdrawal is made in accordance with the
              provisions of Section 11.4.  A Participant who has attained the
              age





                                      -41-

<PAGE>   47
              of 59-1/2 may elect to withdraw in cash an amount equal to all or
              any portion of the value of the balance of his sub-account
              attributable to his Tax-Deferred Contributions as of the most
              recent valuation date.  In the event a Participant has more than
              one Investment Fund in his sub-account attributable to
              Tax-Deferred Contributions and he withdraws only a portion of the
              balance of such sub-account, the withdrawal shall be charged to
              each of the Investment Funds in the ratio that the balance of the
              sub-account invested in the Investment Fund as of the most
              recent valuation date bears to the balance of the sub-account as
              of such date.

11.4          Conditions and Limitations on Hardship Withdrawals.
              --------------------------------------------------

              Notwithstanding anything to the contrary contained in this
              Article XI, the restrictions imposed in Sections 11.2 and 11.3
              which prohibit withdrawal of amounts attributable to Tax-Deferred
              Contributions and Matching Employer Contributions prior to the
              attainment of age 59-1/2 shall be inapplicable in any case in
              which the Company, with respect to a withdrawal made hereunder,
              has made a determination that the withdrawal is necessary to
              satisfy an immediate and heavy financial need of the Participant
              in accordance with the provisions of this Section 11.4.  The
              Company shall grant a hardship withdrawal only if it determines
              that the withdrawal is necessary to meet an immediate and heavy
              financial need of the Participant.  An immediate and heavy
              financial need of the Participant means a financial need on
              account of:

              (a)         medical expenses described in Section 213(d) of the
                          Code incurred by the Participant, the Participant's
                          spouse, or any dependent of the Participant (as
                          defined in Section 152 of the Code);

              (b)         purchase (excluding mortgage payments) of a principal
                          residence for the Participant.

              (c)         payment of tuition, related educational fees, and
                          room and board expenses for the next 12 months of
                          post-secondary education for the Participant, the
                          Participant's spouse, or any dependent of the
                          Participant;

              (d)         the need to prevent the eviction of the Participant
                          from his principal residence or foreclosure on the
                          mortgage of the Participant's principal residence; or

              (e)         funeral expenses of a member of the Participant's
                          family.
 




                                      -42-

<PAGE>   48
              A withdrawal shall be deemed to be necessary to satisfy an
              immediate and heavy financial need of a Participant only if all
              of the following requirements are satisfied:

              (f)         The withdrawal is not in excess of the amount of the
                          immediate and heavy financial need of the Participant.

              (g)         The Participant has obtained all distributions, other
                          than hardship distributions, and all non-taxable
                          loans currently available under all plans maintained
                          by the Company or any related corporation.

              (h)         The Participant's Tax-Deferred Contributions and
                          After-Tax Contributions and the Participant's
                          elective tax-deferred contributions and employee
                          after-tax contributions under all other tax-qualified
                          plans maintained by the Company or any related
                          corporation shall be suspended for at least 12 months
                          after his receipt of the withdrawal and he may not
                          have any further Tax-Deferred Contributions made on
                          his behalf nor shall he make any further After-Tax
                          Contributions until the Enrollment Date next
                          following the expiration of 12 months after the
                          effective date of such withdrawal; provided, however,
                          that this paragraph (h) shall not apply if the
                          Participant has attained age 59-1/2.

              (i)         The Participant shall not make Tax-Deferred
                          Contributions or elective tax-deferred contributions
                          under any other tax-qualified plan maintained by the
                          Company or any related corporation for the
                          Participant's taxable year immediately following the
                          taxable year of the withdrawal in excess of the
                          applicable limit under Section 402(g) of the Code for
                          such next taxable year less the amount of the
                          Participant's Tax-Deferred Contributions and elective
                          tax-deferred contributions under any other plan
                          maintained by the Company or any related corporation
                          for the taxable year of the withdrawal; provided,
                          however, that this paragraph (i) shall not apply if
                          the Participant has attained age 59-1/2.

              The maximum amount that a Participant may withdraw because of a
              hardship is (i) the balance of his sub-account attributable to
              Tax-Deferred Contributions, exclusive of any earnings credited to
              such amounts after December 31, 1988, except to the extent
              permitted by regulations issued under Section 401(k) of the Code,
              (ii) his vested interest in his sub-account





                                      -43-

<PAGE>   49
              attributable to Matching Employer Contributions, and (iii) the
              balance of his sub-account attributable to After-Tax
              Contributions.  Hardship withdrawals shall be made effective as
              of the date on which the withdrawal application is filed and
              shall be paid to the Participant as soon as practicable
              thereafter.  A Participant shall not fail to be treated as an
              eligible Employee for the purposes of applying the limitations
              contained in Sections 4.3 and 6.8 of the Plan merely because his
              Tax- Deferred Contributions and After-Tax Contributions are
              suspended in accordance with this Section 11.4.

11.5          Adjustment of Accounts.
              ----------------------

              The Trustee shall adjust the separate account and sub-accounts of
              each Participant who makes a withdrawal under Section 11.1, 11.2,
              11.3, or 11.4 to reflect such withdrawal as of the date of such
              withdrawal, charging any such withdrawal against the Goodyear
              Stock Fund or the Investment Funds, as appropriate.





                                      -44-

<PAGE>   50
                                  ARTICLE XII

                 TERMINATION OF PARTICIPATION AND DISTRIBUTION

12.1          Termination of Participation.
              ----------------------------

              Each Participant shall cease to be a Participant hereunder on the
              first to occur of the following dates:

              (a)         on the date such Participant's employment with an
                          Employer or a related corporation is terminated after
                          he has attained age 65;

              (b)         on the date such Participant's employment with an
                          Employer or a related corporation is terminated
                          because of physical or mental disability preventing
                          his continuing in the service of such employer, as
                          determined by the Company upon the basis of a written
                          certificate of a physician acceptable to it;

              (c)         on the date such Participant's employment with an
                          Employer or a related corporation is terminated
                          because of the death of such Participant;

              (d)         on the date such Participant's employment with an
                          Employer or a related corporation is terminated 
                          after he

                          (i)        retires under the provisions of the 
                                     pension plan maintained by his
                                     employer for his benefit, or

                          (ii)       has completed four years of Continuous 
                                     Service; or

              (e)         on the date such Participant's employment with an
                          Employer or a related corporation is terminated under
                          any other circumstances, including, in particular,
                          (i) the date the Participant's employment with an
                          Employer or related corporation is terminated in
                          connection with the sale by the Employer or related
                          corporation of substantially all of the assets used
                          in a trade or business, even though the Participant
                          continues employment with the entity acquiring such
                          assets, and (ii) the date of the sale by an Employer
                          or related corporation of its interest in a
                          subsidiary that employs the Participant, even though
                          the Participant continues employment with such
                          subsidiary.

              provided, however, that if any such date shall be a valuation
              date, such Participant shall for all purposes





                                      -45-

<PAGE>   51
              hereof cease to be a Participant upon the next succeeding day.
              Written notice of a Participant's Settlement Date shall be given
              promptly by the Company to the Trustee.  Notwithstanding anything
              to the contrary contained in the Plan, a Participant's right to
              receive distribution of the balance of his separate account as of
              his Settlement Date, in accordance with the provisions of this
              Article XII, shall be fully vested and nonforfeitable upon
              attainment of age 65.

12.2          Vesting of Separate Accounts.
              ----------------------------

              A Participant's vested interest in his sub-accounts attributable
              to Tax-Deferred Contributions and After-Tax Contributions shall
              be at all times 100%.  As of a Participant's Settlement Date, and
              after notice thereof has been given as provided in Section 12.1,
              the balance of the Participant's sub-account attributable to
              Matching Employer Contributions shall be vested as follows:

              (a)         In the event such Participant's Settlement Date
                          occurs under the conditions specified in paragraph
                          (a), (b), (c) or (d) of Section 12.1, such
                          Participant shall be 100% vested in the entire
                          balance of his sub-account attributable to Matching
                          Employer Contributions as of such Settlement Date.

              (b)         In the event such Participant's Settlement Date
                          occurs under the conditions stated in paragraph (e)
                          of Section 12.1, such Participant shall have no
                          vested interest in his sub-account attributable to
                          Matching Employer Contributions, and he shall in no
                          event receive any distribution from his sub-account
                          attributable to Matching Employer Contributions as of
                          such Settlement Date.

              As of such Settlement Date, moreover, his interest in his
              sub-account attributable to Matching Employer Contributions which
              is not distributable to him under paragraph (b) of this Section
              12.2 shall be disposed of in accordance with the provisions of
              Section 12.8.

12.3          Distribution.
              ------------

              The Trustee shall make distribution to or for the benefit of the
              Former Participant or his Beneficiary, as the case may be, of his
              vested interest in his separate account, provided, however, that,
              in order to insure that all pre-Settlement Date contributions
              have been credited to the separate accounts of the Former
              Participant, no distribution shall be made prior to the last day
              of the month in which the Former Participant's





                                      -46-

<PAGE>   52
              Settlement Date occurs.  Distribution shall be made in a lump-sum
              payment unless such Participant's Settlement Date occurred under
              the conditions specified in paragraph (a), (b), (c), or (d)(i) of
              Section 12.1, in which event distribution shall be made by such
              one or more of the following methods as the Company shall select:

              (a)         in a single lump-sum payment; or

              (b)         in a series of installments over a period not in
                          excess of the normal life expectancy of the
                          distributee, such installments to be equal in amount
                          except as necessary to adjust for any net income of
                          and changes in the market value of the respective
                          Funds, or by any other method reasonably calculated
                          to provide a more rapid distribution of his interest.

              Distribution under any such method shall be made or commenced as
              soon as reasonably practicable after the Former Participant's
              Settlement Date, but in no event later than 60 days after the
              close of the Plan year in which the Former Participant terminated
              employment after having attained age 65; provided, that the
              Company with the consent of a Former Participant whose Settlement
              Date occurs under the conditions stated in either paragraph (a)
              or (d)(i) of Section 12.1 may defer making or commencing
              distribution beyond the date otherwise specified in this sentence
              until the Former Participant attains age 70 or dies, or until the
              Plan is terminated, whichever first occurs.  In the event that
              the Trustee is unable to make a distribution to a Former
              Participant or Beneficiary within one year of the date
              distribution is otherwise to be made in accordance with the
              provisions of this Section 12.3, due to its inability to find
              such Former Participant or Beneficiary, the entire interest of
              such Former Participant or Beneficiary shall be disposed of in
              accordance with the provisions of Section 12.8; provided, that in
              the event such Former Participant or Beneficiary shall at any
              time in the future make a claim for his interest in the Plan, it
              shall be paid to him as soon as possible.  Notwithstanding the
              foregoing, if the balance carried in the separate account of a
              Former Participant is or ever was in excess of $3,500 and the
              Former Participant has not attained age 65, no distribution shall
              be made to such Former Participant without his written consent.

12.4          Required Commencement of Distribution.
              -------------------------------------

              Notwithstanding any other provisions of the Plan to the contrary,
              in no event shall the interest attributable to a Participant or
              Former Participant be distributed





                                      -47-

<PAGE>   53
              commencing later than the April 1 following the close of the
              calendar year in which he attains age 70 1/2.  In addition, in no
              event shall such interest be payable over a period extending
              beyond the life of the Participant or the joint lives of the
              Participant and his beneficiary, or, alternatively, over a period
              extending beyond the life expectancy of the Participant or the
              joint life expectancy of the Participant and his Beneficiary.

              If a Participant or Former Participant dies after distribution of
              his entire interest has been commenced, the remaining portion of
              his interest under the Plan, if any, shall be distributed to his
              Beneficiary at least as rapidly as under the method of
              distribution being used at the date of his death.  If a
              Participant or Former Participant dies before the distribution of
              his entire interest has commenced, the entire interest
              attributable to such Former Participant must be distributed
              within 5 years after the date of his death; except that such
              5-year distribution requirement shall not apply (i) to any
              portion of such Former Participant's interest under the Plan that
              is payable to his Beneficiary over the Beneficiary's lifetime, or
              over a period not extending beyond the life expectancy of his
              Beneficiary, so long as such distribution commences no later than
              one year after the date of such Former Participant's death (or
              such later date as may be prescribed by applicable Treasury
              Regulations), or (ii) to any portion of such Former Participant's
              interest under the Plan that is payable to his surviving spouse
              over the surviving spouse's lifetime, or over a period not
              extending beyond the life expectancy of such surviving spouse, so
              long as the distribution commences no later than the date on
              which the Former Participant would have attained age 70 1/2.  If
              a surviving spouse dies before distribution commences pursuant to
              the immediately foregoing clause (ii), the 5-year distribution
              requirement applies as if the surviving spouse were the Former
              Participant.

12.5          Form of Distribution.
              --------------------

              All distributions under this Article XII with respect to any
              amount which is attributable to the interest of a Former
              Participant shall be made in the form of cash, except that if he
              or, if he is deceased, his Beneficiary so requests, the amount
              attributable to his interest in the Goodyear Stock Fund shall be
              paid in the form of Company Stock, with an amount equivalent in
              value to any fractional share of Company Stock paid in cash.





                                      -48-

<PAGE>   54

12.6          Election of Former Vesting Schedule.
              -----------------------------------

              In the event the Company adopts an amendment to the Plan that
              directly or indirectly affects the computation of a Participant's
              nonforfeitable interest attributable to Matching Employer
              Contributions, any Participant with three or more years of
              Continuous Service shall have a right to have his nonforfeitable
              interest in amounts attributable to Matching Employer
              Contributions continue to be determined under the vesting
              schedule in effect prior to such amendment rather than under the
              new vesting schedule, unless the nonforfeitable interest of such
              Participant in amounts attributable to Matching Employer
              Contributions under the Plan, as amended, at any time is not less
              than such interest determined without regard to such amendment.
              An Employee shall exercise such right by giving written notice of
              his exercise thereof to the Company within 60 days after the
              latest of (i) the date he received notice of such amendment from
              the Company, (ii) the effective date of the amendment, or (iii)
              the date the amendment is adopted.  Notwithstanding the foregoing
              provisions of this Section 12.6, the vested interest of each
              Participant on the effective date of such amendment shall not be
              less than his vested interest under the Plan as in effect
              immediately prior to the effective date thereof.

12.7          Buy Back of Forfeited Amounts.
              -----------------------------

              A Participant who forfeited all or a portion of the amounts
              credited to his sub-account attributable to Matching Employer
              Contributions in accordance with the provisions of Section 12.2
              and who is reemployed by an Employer or a related corporation
              shall have such forfeited amounts recredited to his sub-account
              attributable to Matching Employer Contributions upon his
              subsequent reemployment as an Employee, without adjustment for
              interim gains or losses experienced by the Trust Fund, if:

              (a)         he returns to employment with an Employer or a
                          related corporation before he incurs five consecutive
                          breaks in service commencing after the later of his
                          Settlement Date or the date he received distribution
                          of the vested portion of his separate account;

              (b)         he resumes employment covered under the Plan before
                          the end of the five-year period beginning on the date
                          he is reemployed; and

              (c)         if he received distribution of the vested portion of
                          his separate account, he repays to the Plan the full
                          amount of such distribution





                                      -49-

<PAGE>   55
                          before the end of the five-year period beginning on 
                          the date he is reemployed.
 
              Funds needed in any Plan year to recredit the sub-account
              attributable to Matching Employer Contributions of such
              Participant with the amounts or prior forfeitures in accordance
              with the preceding sentence shall first come from forfeitures
              that arise during such Plan year, to the extent sufficient, next
              shall be provided by his Employer by way of a separate Matching
              Employer Contribution, and shall finally come from income earned
              by the Trust Fund in such Plan year.

12.8          Disposition of Forfeited Balances.
              ---------------------------------

              Whenever settlement is made with respect to a Former Participant
              on the occurrence of his Settlement Date and the balance of his
              sub-account attributable to Matching Employer Contributions is
              not vested, such balance shall be deemed a forfeiture for the
              month in which the settlement occurs.  If settlement is not made
              with respect to a Former Participant on the occurrence of his
              Settlement Date and if the balance of his sub-account
              attributable to Matching Employer Contributions is not vested,
              such balance shall be deemed a forfeiture for the month in which
              the fifth anniversary of his Severance Date occurs, unless he is
              reemployed as an Employee prior to such date.  In either case, as
              of the last day of such month, the forfeitures attributable to
              each sub- account attributable to Matching Employer Contributions
              shall be applied against the Matching Employer Contribution
              obligation of the Employers incurred during such month.
              Notwithstanding the foregoing, however, should the amount of all
              such forfeitures of Matching Employer Contributions for any Plan
              year exceed the amount of the Matching Employer Contribution
              obligation of the Employers for such Plan year, the excess amount
              of such forfeitures (together with any such forfeitures for prior
              Plan years not theretofore applied against such contribution
              obligation of the Employers) shall for all Plan purposes be
              applied against the Matching Employer Contribution obligation of
              the Employers for the next following Plan year.

12.9          Effect of Company's Determination.
              ---------------------------------

              In exercising its authority under this Article XII, the Company
              shall act in such manner as it shall in good faith determine will
              most adequately and fairly meet the needs of each Former
              Participant or Beneficiary, as the case may be.  No authority
              shall be exercised in such manner as to discriminate between any
              class or group of Participants.  The Company's determination of
              all questions which may arise under this Article XII




                                      -50-

<PAGE>   56
              (if made in accordance with the standards prescribed herein and
              in Section 14.1) shall be conclusive upon all persons claiming to
              have any interest hereunder.  In making any determinations
              hereunder, the company may rely upon any signed statement which
              the Participant files with it.

12.10         Reemployment of a Former Participant.
              ------------------------------------

              Subject to the provisions of Section 3.5 and Section 12.7, in the
              event a Former Participant is reemployed by an Employer, he shall
              be treated as a new employee for all purposes of the Plan.  If he
              again becomes a Participant, he shall lose his right to any
              distributions or further distributions from the Trust Fund with
              respect to the prior termination of his employment, and his
              interest in the Trust Fund shall thereafter be treated in the
              same manner as that of any other Participant.

12.11         Restrictions on Alienation.
              --------------------------

              Except as provided in Section 401(a)(13)(B) of the Code relating
              to qualified domestic relations orders, no benefit under the Plan
              at any time shall be subject in any manner to anticipation,
              alienation, assignment (either at law or in equity), encumbrance,
              garnishment, levy, execution, or other legal or equitable
              process; and no person shall have power in any manner to
              anticipate, transfer, assign (either at law or in equity),
              alienate or subject to attachment, garnishment, levy, execution,
              or other legal or equitable process, or in any way encumber his
              benefits under the Plan, or any part thereof, and any attempt to
              do so shall be void.

12.12         Facility of Payment.
              -------------------

              In the event that it shall be found that any individual to whom
              an amount is payable hereunder is incapable of attending to his
              financial affairs because of any mental or physical condition,
              including the infirmities of advanced age, such amount (unless
              prior claim therefor shall have been made by a duly qualified
              guardian or other legal representative) may, in the discretion of
              the Company, be paid to another person for the use or benefit of
              the individual found incapable of attending to his financial
              affairs or in satisfaction of legal obligations incurred by or on
              behalf of such individual.  The Trustee shall make such payment
              only upon receipt of written instructions to such effect from the
              Company.  Any such payment shall be charged to the sub-accounts
              from which any such payment would otherwise have been paid to the
              individual found incapable of attending to his fi-

                                     -51-

<PAGE>   57
              nancial affairs and shall be a complete discharge of any 
              liability therefor under the Plan.

12.13         Distributions to Other Qualified Plans.
              --------------------------------------

              In the case of a Participant or Former Participant whose vested
              interest in his separate account under the Plan has not been
              fully distributed and who is eligible to participate in another
              plan that is qualified under Section 401(a) of the Code, the
              Company may direct the Trustee to transfer the amount of such
              accounts under the Plan to the funding agent for such plan if the
              plan to receive the transfer (i) authorizes acceptance of such
              transfers, (ii) provides that transferred amounts shall be held
              in a separate account, and (iii) provides that the transferred
              amounts shall be fully vested and nonforfeitable, with the
              exception that in the case of a transfer of accounts to a plan of
              an Employer or related corporation, the Participant's or Former
              Participant's vested interest in such transferred accounts shall
              be determined as of the date of transfer based on the vesting
              provisions of the Plan in effect on such date, and on and after
              the date of transfer the vested interest shall be determined
              based on the vesting provisions of the transferee plan or, in the
              event an election of a prior vesting schedule applies with
              respect to the Participant or Former Participant, based on the
              vesting provisions of the Plan as of the date of transfer.





                                      -52-

<PAGE>   58
                                  ARTICLE XIII

                                 BENEFICIARIES

13.1          Designation of Beneficiary.
              --------------------------

              In the case of a Participant or Former Participant who is not
              married, the Beneficiary to whom distribution shall be made
              hereunder in the event such Participant or Former Participant
              dies before his interest shall have been distributed to him in
              full shall be such person or persons designated by the
              Participant or Former Participant.  In the case of a Participant
              or Former Participant who is married, the Beneficiary to whom
              distribution shall be made hereunder in the event such
              Participant or Former Participant dies before his interest shall
              have been distributed to him in full shall be his surviving
              spouse, if any, or alternatively such person or persons
              designated by the Participant or Former Participant, provided
              that such designation has been consented to by the surviving
              spouse, if any, of such Participant or Former Participant in the
              manner herein specified.  A designation of Beneficiary hereunder
              may be changed at any time and from time to time by the
              Participant or Former Participant, provided that such change of
              designation has been consented to by the surviving spouse, if
              any, of such Participant or Former Participant in the manner
              herein specified.  Any such designation or change of designation,
              with spousal consent when necessary, shall be made in writing in
              the form prescribed by the Company, and shall become effective
              only when filed by the Participant or Former Participant with the
              Company; provided, however, that any such designation or change
              of designation which is received by the Company after the death
              of the Participant or Former Participant shall be disregarded.
              Spousal consent, where required, shall be effective only if it is
              in writing, it includes an acknowledgment of the effect of the
              consent being given, and it is witnessed by a Plan representative
              or a notary public.  Spousal consent shall not be required if a
              Plan representative finds that such spouse cannot be located or
              because of other circumstances set forth in Section 417(a)(2)(B)
              of the Code and regulations thereunder.  Any consent by a spouse
              obtained under this Section 13.1 shall be effective only with
              respect to such spouse.

13.2          Beneficiary in the Absence of Designation.
              -----------------------------------------

              If a deceased Participant or Former Participant has no surviving
              spouse and if either no Beneficiary for such Participant or
              Former Participant shall have been designated, or if all those
              designated as his Beneficiary shall die prior to the death of
              such





                                      -53-

<PAGE>   59
              Participant or Former Participant, then the Beneficiary shall be
              one of the following:  his surviving children per stirpes; if
              there are no surviving children, then his surviving parents per
              stirpes; if there are no surviving parents, then his surviving
              brothers and sisters per stirpes, then the estate of such
              Participant or Former Participant.  If any Beneficiary shall die
              after becoming entitled to receive distribution hereunder and
              before such distribution is made in full, and if no other
              Beneficiary shall have been designated to receive the balance of
              such distribution upon the happening of such contingency, the
              estate of such deceased Beneficiary shall become the Beneficiary
              as to such balance.





                                      -54-

<PAGE>   60
                                  ARTICLE XIV

                                 ADMINISTRATION

14.1          Authority of Company.
              --------------------

              The Company shall have all the powers and authority expressly
              conferred upon it herein and further shall have the sole right to
              interpret and construe the Plan, and to determine any disputes
              arising thereunder, subject, however, to the provisions of
              Section 14.3.  In exercising such powers and authority, the
              Company shall at all times exercise good faith, apply standards
              of uniform application, and refrain from arbitrary action.  The
              Company may employ such attorneys, agents, and accountants as it
              may deem necessary or advisable to assist it in carrying out its
              duties hereunder.  The Company and the Trustee shall be "named
              fiduciaries" as that term is defined in Section 402(a)(2) of the
              Act.  The Company, by action of its Board of Directors, may:

              (a)         allocate any of the powers, authority, or
                          responsibilities for the operation and administration
                          of the Plan, which are retained by it or to it
                          granted by this Article XIV, to the Trustee; and

              (b)         designate a person or persons other than the Company
                          to carry out any of such powers, authority, or 
                          responsibilities;

              except that no power, authority, or responsibility of the Trustee
              shall be subject to the provisions of paragraph (b) of this
              Section 14.1, and except that no allocation or delegation by the
              Company of any of its powers, authority, or responsibilities to
              the Trustee shall become effective unless such allocation or
              delegation shall first be accepted by the Trustee in a writing
              signed by it and delivered to the Company.

14.2          Action of Company.
              -----------------

              Any act authorized, permitted, or required to be taken by the
              Company under the Plan, which has not been delegated in
              accordance with Section 14.1, may be taken by a majority of the
              members of the Board of Directors of the Company, either by vote
              at a meeting, or in writing without a meeting.  All notices,
              advice, directions, certifications, approvals, and instructions
              required or authorized to be given by the Company under the Plan
              shall be in writing and signed by either (i) a majority of the
              members of the Board of Directors of the Company, or by such
              member or members as may be designated by an instrument in
              writing, signed by all the members thereof, as having authority
              to execute





                                      -55-

<PAGE>   61
              such documents on its behalf, or (ii) a person authorized to act
              for the Company in accordance with Section 14.1.  Subject to the
              provisions of Section 14.3, any action taken by the Company which
              is authorized, permitted, or required under the Plan shall be
              final and binding upon the Employers, the Trustee, all persons
              who have or who claim an interest under the Plan, and all third
              parties dealing with the Employers or the Trustee.

14.3          Claims Review Procedure.
              -----------------------

              Whenever the Company decides for whatever reason to deny, whether
              in whole or in part, a claim for benefits filed by any person
              (herein referred to as the "Claimant"), the Plan Administrator
              shall transmit a written notice of the Company's decision to the
              Claimant, which notice shall be written in a manner calculated to
              be understood by the Claimant and shall contain a statement of
              the specific reasons for the denial of the claim and a statement
              advising the Claimant that, within 60 days of the date on which
              he receives such notice, he may obtain review of the decision of
              the Company in accordance with the procedures hereinafter set
              forth.  Within such 60-day period, the Claimant or his authorized
              representative may request that the claim denial be reviewed by
              filing with the Plan Administrator a written request therefor,
              which request shall contain the following information:

              (a)         the date on which the claimant's request was filed
                          with the Plan Administrator; provided, however, that
                          the date on which the Claimant's request for review
                          was in fact filed with the Plan Administrator shall
                          control in the event that the date of the actual
                          filing is later than the date stated by the Claimant
                          pursuant to this paragraph (a);

              (b)         the specific portions of the denial of his claim
                          which the Claimant requests the Plan Administrator 
                          to review;

              (c)         a statement by the Claimant setting forth the basis
                          upon which he believes the Plan Administrator should
                          reverse the Company's previous denial of his claim
                          for benefits and accept his claim as made; and

              (d)         any written material (offered as exhibits) which the
                          Claimant desires the Plan Administrator to examine in
                          its consideration of his position as stated pursuant
                          to paragraph (c) of this Section 14.3.





                                      -56-

<PAGE>   62
              Within 60 days of the date determined pursuant to paragraph (a)
              of this Section 14.3, the Plan Administrator shall conduct a full
              and fair review of the Company's decision denying the Claimant's
              claim for benefits.  Within 60 days of the date of such hearing,
              the Plan Administrator shall render its written decision on
              review, written in a manner calculated to be understood by the
              Claimant, specifying the reasons and Plan provisions upon which
              its decision was based.

14.4          Indemnification.
              ---------------

              In addition to whatever rights of indemnification the members of
              the Board of Directors of the Company, or any other person or
              persons (other than the Trustee) to whom any power, authority, or
              responsibility of the Company is designated pursuant to paragraph
              (b) of Section 14.1, may be entitled under the articles of
              incorporation or regulations of the Company, under any provision
              of law or under any other agreement, the Company shall satisfy
              any liability actually and reasonably incurred by any such member
              or such other person or persons, including expenses, attorneys'
              fees, judgments, fines, and amounts paid in settlement, in
              connection with any threatened, pending or completed action,
              suit, or proceeding which is related to the exercising or failure
              to exercise by such member or such other person or persons of any
              of the powers, authority, responsibilities, or discretion of the
              Company as provided under the Plan, or reasonably believed by
              such member or such other person or persons to be provided
              hereunder, and any action taken by such member or such other
              person or persons in connection therewith.

14.5          Qualified Domestic Relations Orders.
              -----------------------------------

              The Company shall establish reasonable procedures to determine
              the status of domestic relations orders and to administer
              distributions under domestic relations orders which are deemed to
              be qualified orders.  Such procedures shall be in writing and
              shall comply with the provisions of Section 414(p) of the Code
              and regulations issued thereunder.  Notwithstanding any other
              provisions of the Plan to the contrary, if a qualified domestic
              relations order so provides, distribution may be made to an
              alternate payee pursuant to a qualified domestic relations order,
              as defined in Section 414(p) of the Code, regardless of whether
              the Participant's Settlement Date has occurred or whether the
              Participant is otherwise entitled to receive a distribution under
              the Plan.





                                      -57-

<PAGE>   63
                                   ARTICLE XV

                          TRUSTEE AND TRUST AGREEMENT

                          The Company has executed a Trust Agreement with the
Trustee, setting forth the terms, provisions, and conditions of a trust for the
Plan, pursuant to which the Trustee shall hold, manage, and administer all
trust property so as to effectuate the provisions of the Plan.  The Trust
Agreement is subject to amendment and termination, and the Company may change
the Trustee, all as provided in the Trust Agreement.  The terms and provisions
of the Trust Agreement are hereby incorporated by reference.





                                      -58-

<PAGE>   64
                                  ARTICLE XVI

                           AMENDMENT AND TERMINATION

16.1          Amendment.
              ---------

              Subject to the provisions of Section 16.2, the Company may at any
              time and from time to time, by action of its Board of Directors,
              amend the Plan, except that the powers and duties of the Trustee
              shall not be substantially changed without its approval.  Any
              such amendment shall be by written instrument executed by the
              Company and delivered to the Trustee, and may be made
              retroactively if in the opinion of the Company such amendment is
              necessary to enable the Plan and Trust Fund to meet the
              requirements of the Code (including the regulations and rulings
              issued thereunder) or the requirements of any governmental
              authority.

16.2          Limitation on Amendment.
              -----------------------

              The Company shall make no amendment to the Plan which shall
              result in the forfeiture or reduction of the interest of any
              Employee, Participant, Former Participant or person claiming
              under or through any one or more of them pursuant to the Plan,
              except that nothing herein contained shall restrict the right to
              amend the provisions hereof relating to the administration of the
              Plan and Trust Fund.  Moreover, no such amendment shall be made
              hereunder of the Trust Fund which shall permit any part of the
              property to revert to any Employer or be used or be diverted to
              purposes other than the exclusive benefit of employees,
              Participants, Former Participants, and Beneficiaries.

16.3          Termination.
              -----------

              The Company reserves the right, by action of its Board of
              Directors, to terminate the Plan as to all Employers at any time,
              which termination shall become effective upon notice in writing
              to the Trustee (the effective date of such termination being
              hereinafter referred to as the "termination date").  The Plan
              shall terminate automatically if there shall be a complete
              discontinuance of contributions hereunder by all Employers.  In
              the event of the termination of the Plan, written notice thereof
              shall be given to all Participants, Former Participants, and
              Beneficiaries having an interest under the Plan and to the
              Trustee.  Upon any such termination of the Plan, the Trustee, the
              investment managers, and the Company shall take the following
              actions for the benefit of Participants, Former Participants, and
              Beneficiaries:





                                      -59-

<PAGE>   65
              (a)         As of the termination date, the Trustee shall value
                          the Goodyear Stock Fund and the assets of the
                          Investment Funds with respect to which no investment
                          manager has been appointed, and each investment
                          manager shall value the assets of the Investment Fund
                          with respect to which he has been appointed.  In
                          valuing the Investment Funds with respect to which no
                          investment manager has been appointed that consist of
                          mutual funds, the Trustee may rely on price data
                          supplied by the mutual fund manager.  The Trustee
                          shall then adjust all separate accounts and
                          sub-accounts in the manner provided in Section 10.1,
                          with any unallocated contributions being allocated as
                          of the termination date in the manner otherwise
                          provided in the Plan.  The termination date shall
                          become a valuation date for purposes of Article X.
                          In determining the net worth of the Trust Fund
                          hereunder, the Trustee shall include as a liability
                          such amounts as in its judgment shall be necessary to
                          pay all expenses in connection with the termination
                          of the Trust Fund and the liquidation and
                          distribution of the property of the Trust Fund, as
                          well as other expenses, whether or not accrued, and
                          shall include as an asset all accrued income.

              (b)         The Trustee thereafter shall then dispose of all
                          separate accounts to or for the benefit of each
                          Participant, Former Participant, or Beneficiary in
                          accordance with the provisions of Section 12.3.

              Notwithstanding anything to the contrary contained in the Plan,
              upon any such Plan termination, the interest of each Participant,
              Former Participant, and Beneficiary shall be fully vested and
              nonforfeitable; and, if there is a partial termination of the
              Plan, the interest of each Participant, Former Participant, and
              Beneficiary who is affected by such partial termination shall be
              fully vested and non-forfeitable.  Moreover, no such Plan
              termination shall affect the continuance of distributions from
              any separate accounts of Former Participants whose Settlement
              Dates occurred prior to the termination date in accordance with
              the method determined by the Company prior to such date.

16.4          Withdrawal of an Employer.
              -------------------------
              An Employer other than the Company may, by action of its Board of
              Directors, withdraw from the Plan, such withdrawal to be
              effective upon notice in writing to the Trustee (the effective
              date of such withdrawal being hereinafter referred to as the
              "withdrawal date"), and shall thereupon cease to be an Employer
              for





                                      -60-

<PAGE>   66
              all purposes of the Plan.  An Employer shall be deemed
              automatically to withdraw from the Plan in the event of its
              complete discontinuance of contributions, or (subject to Section
              16.5) in the event it ceases to be a subsidiary.  The withdrawal
              of an Employer shall be treated as a termination of the Plan with
              respect to such Employer, and with respect to Participants who at
              the time are employed by such Employer.  In the event of any such
              withdrawal of an Employer, the Trustee, the investment managers,
              and the Company shall, as of the withdrawal date, take the action
              specified in Section 16.3, as on a termination of the Plan,
              except that there shall be a distribution from the separate
              accounts only in the case of Participants who are employed solely
              by the withdrawing Employer, and who, upon such withdrawal, are
              neither transferred to nor continued in employment with any other
              Employer or a related corporation.  The interest of any
              Participant employed by such withdrawing Employer who is
              transferred to or continues in employment with any other Employer
              or a related corporation, and the interest of any Participant
              employed solely by an Employer other than the withdrawing
              Employer, or a related corporation, shall remain unaffected by
              such withdrawal; no adjustment in his separate account shall be
              made by reason of the withdrawal; and he shall continue as a
              Participant hereunder subject to the remaining provisions of the
              Plan.

16.5          Corporate Reorganization.
              ------------------------

              The merger, consolidation, or liquidation of the Company or any
              Employer with or into the Company, any other Employer, or a
              related corporation shall not constitute a termination of the
              Plan as to the Company or such Employer.





                                      -61-

<PAGE>   67
                                  ARTICLE XVII

                      ADOPTION BY SUBSIDIARIES; EXTENSION
                           TO NEW BUSINESS OPERATIONS

17.1          Adoption by Subsidiaries.
              ------------------------

              Any subsidiary of the Company which at the time is not an
              Employer may, with the consent of the Board of Directors of the
              Company, adopt the Plan and become an Employer hereunder by
              causing an appropriate written instrument evidencing such
              adoption to be executed pursuant to the authority of its board of
              directors and filed with the Company and the Trustee.

17.2          Extension to New Business Operations.
              ------------------------------------

              Should any Employer acquire or establish a new plant, division,
              or other business operation, such Employer may, by action of its
              board of directors, and with the consent of the Chairman of the
              Board, the President or an Executive Vice President of the
              Company, extend Plan coverage to such plant, division, or
              operation.





                                      -62-

<PAGE>   68
                                 ARTICLE XVIII

                            MISCELLANEOUS PROVISIONS

18.1          No Commitment as to Employment.
              ------------------------------

              Nothing herein contained shall be construed as a commitment or
              agreement upon the part of any Employee hereunder to continue his
              employment with an Employer, and nothing herein contained shall
              be construed as a commitment on the part of any Employer to
              continue the employment or rate of Compensation of any Employee
              hereunder for any period.

18.2          Benefits.
              --------

              Nothing in the Plan nor the Trust Agreement shall be construed to
              confer any right or claim upon any person, firm, or corporation
              other than the Employers, the Trustee, Participants, Former
              Participants, and Beneficiaries.

18.3          No Guarantees.
              -------------

              No Employer nor the Trustee guarantees the Trust Fund from loss
              or depreciation, nor the payment of any amount which may become
              due to any person hereunder.

18.4          Expenses.
              --------

              The expenses of administration of the Plan are considered
              expenses of the Plan and shall be paid in total from the Trust
              Fund and by the Company.  The brokerage expenses of the Goodyear
              Stock Fund and the fees of the Trustee shall be paid by the
              Company.  All expenses of the Investment Funds shall be paid from
              such Funds.

18.5          Precedent.
              ---------

              Except as otherwise specifically provided, no action taken in
              accordance with the Plan by the Employers or the Trustee shall be
              construed or relied upon as a precedent for similar action under
              similar circumstances.

18.6          Duty to Furnish Information.
              ---------------------------

              Each of the Employers and the Trustee shall furnish to any of the
              others any documents, reports, returns, statements, or other
              information that any other reasonably deems necessary to perform
              its duties imposed hereunder or otherwise imposed by law.





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<PAGE>   69

18.7          Withholding.
              -----------

              The Trustee shall withhold any tax which by any present or future
              law is required to be withheld, and which the Company notifies
              the Trustee in writing is to be so withheld, from any payment to
              any Participant, Former Participant, or Beneficiary hereunder.

18.8          Merger, Consolidation, or Transfer of Plan Assets.
              -------------------------------------------------

              The Plan shall not be merged or consolidated with any other plan,
              nor shall any of its assets or liabilities be transferred to
              another plan, unless, immediately after such merger,
              consolidation, or transfer of assets or liabilities, each
              Participant in the Plan would receive a benefit under the Plan
              which is at least equal to the benefit he would have received
              immediately prior to such merger, consolidation, or transfer of
              assets or liabilities (assuming in each instance that the Plan
              had then terminated).

18.9          Back Pay Awards.
              ---------------

              The provisions of this Section 18.9 shall apply only to an
              Employee or former Employee who becomes entitled to back pay by
              an award or agreement of an Employer without regard to mitigation
              of damages.  If a person to whom this Section 18.9 applies was or
              would have become an Employee after such back pay award or
              agreement has been effected, and if any such person who had not
              previously become a Participant pursuant to Section 3.1 shall
              within 30 days of the date he receives notice of the provisions
              of this Section 18.9 make an election to become a Participant in
              accordance with such Section 3.1 (retroactive to any Enrollment
              Date as of which he was or has become eligible to do so), then
              such Participant may elect that any Tax-Deferred Contributions
              not previously made on his behalf but which, after application of
              the foregoing provisions of this Section 18.9, would have been
              made under the provisions of Article IV and any After-Tax
              Contributions which he had not previously made but which, after
              application of the foregoing provisions of this Section 18.9, he
              would have made under the provisions of Article V, shall be made
              out of the proceeds of such back pay award or agreement.  To the
              extent that any additional Tax-Deferred Contributions or
              After-Tax Contributions are made during the month in accordance
              with the provisions of the foregoing sentence, his Employer shall
              make a Matching Employer Contribution for such month equal to the
              amount of the Matching Employer Contribution which would have
              been allocated to such Participant under the provisions of
              Article VI as in effect during each Plan year to which such
              additional contributions relate.   The amounts of





                                      -64-

<PAGE>   70
              such additional contributions shall be credited to the separate
              account of such Participant or Former Participant, as
              appropriate.  Any additional contributions made by such
              Participant and by an Employer pursuant to this Section 18.9
              shall be made in accordance with, and subject to the limitations
              of the applicable provisions of Articles IV, V, and VI.

18.10         Condition on Employer Contributions.
              -----------------------------------

              Notwithstanding anything to the contrary contained in the Plan or
              the Trust Agreement, any obligation of an Employer to make any
              contribution hereunder hereby is conditioned upon the continued
              qualification of the Plan under Section 401(a) of the Code, the
              exempt status of the Trust Fund under Section 501(a) of the Code,
              and the deductibility of the contribution under Section 404 of
              the Code.  Except as otherwise provided in this Section 18.10,
              however, in no event shall any portion of the property of the
              Trust Fund ever revert to or otherwise inure to the benefit of an
              Employer or any related corporation.

18.11         Return of Contributions to Participants.
              ---------------------------------------

              Notwithstanding anything to the contrary contained in the Plan or
              the Trust Agreement, in the event of the cessation of a
              Participant's participation in the Plan, on a day other than the
              last day of a month, or in the event of any termination of the
              Plan, any After-Tax Contributions which have been deducted from
              the compensation of a Participant and any Tax-Deferred
              Contributions which would have reduced his Compensation during
              such month shall be returned to such Participant or his
              Beneficiary, and such After-Tax Contributions and Tax-Deferred
              Contributions shall be treated for all Plan purposes as if they
              had never been made.

18.12         Return of Contributions to an Employer.
              --------------------------------------
              The corpus or income of the Trust may not be diverted to or used
              for other than the exclusive benefit of the Participants or their
              Beneficiaries.  Notwithstanding anything to the contrary
              contained in the Plan or the Trust Agreement, in the event a Tax-
              Deferred Contribution or a Matching Employer Contribution:

              (a)         is made under a mistake of fact, or

              (b)         is conditioned upon deduction of the contribution
                          under Section 404 of the Internal Revenue Code and
                          such deduction is disallowed, or





                                      -65-

<PAGE>   71
              (c)         is conditioned upon the initial qualification of the
                          Plan, or the continuing qualification of the Plan
                          following amendment, under Section 401(a) of the
                          Internal Revenue Code and the Plan does not so
                          qualify,

              such a contribution may be returned to the Employer within one
              (1) year after the payment of the contribution, the disallowance
              of the deduction to the extent disallowed, or the date of denial
              of the qualification of the Plan, whichever is applicable.

18.13         Validity of Plan.
              ----------------
              The validity of the Plan shall be determined and the Plan shall
              be construed and interpreted in accordance with the laws of the
              State of Ohio.  The invalidity or illegality of any provision of
              the Plan shall not affect the legality or validity of any other
              part thereof.

18.14         Parties Bound.
              -------------
              The Plan shall be binding upon the Employers, all Participants,
              Former Participants, and Beneficiaries hereunder, and, as the
              case may be, the heirs, executors, administrators, successors,
              and assigns of each of them.





                                      -66-

<PAGE>   72
                                  ARTICLE XIX

                              TOP-HEAVY PROVISIONS

19.1          Applicability.
              -------------
              Notwithstanding anything to the contrary contained in the Plan,
              the provisions of this Article XIX shall be applicable during any
              Plan year in which the Plan is determined to be a top-heavy plan
              as hereinafter defined.  In the event that the Plan is determined
              to be a top-heavy plan and upon a subsequent determination date
              is determined to no longer be a top-heavy plan, the vesting
              provisions specified in Section 12.2 and the contribution
              provisions specified in Section 6.1 shall again become applicable
              as of such subsequent determination date; provided, however, that
              in the event such prior vesting schedule does again become
              applicable, the provisions of Section 12.6 shall apply (i) to
              preserve the nonforfeitable accrued benefit of any Participant,
              Former Participant, or Beneficiary and (ii) to permit any
              Participant with three years of Continuous Service to elect to
              continue to have his nonforfeitable interest in his Company Stock
              Fund Account determined in accordance with the vesting schedule
              specified in Section 19.3.

19.2          Top-Heavy Definitions.
              ---------------------

              For purposes of this Article XIX, the following definitions shall
              apply:

              (a)         The "determination date" with respect to any Plan
                          year shall mean the last day of the preceding Plan
                          year (or, in the case of the first Plan year of the
                          Plan, the last day of the first Plan year).

              (b)         The "valuation date" with respect to any
                          determination date shall mean the most recent
                          revaluation date occurring within a 12-month period
                          ending on the determination date.

              (c)         A "key employee" shall mean any Employee or Former
                          Employee who is a key employee pursuant to the
                          provisions of Section 416(i)(1) of the Code and any
                          Beneficiary of such Employee or Former Employee.

              (d)         A "non-key employee" shall mean any Employee who is
                          not a key employee.

              (e)         A "top-heavy plan" with respect to a particular Plan
                          year shall mean (i), in the case of a defined
                          contribution plan, a plan for which, as





                                      -67-

<PAGE>   73
              of the determination date, the aggregate of the accounts (within
              the meaning of Section 416(g) of the Code and the regulations and
              rulings thereunder) of key employees exceeds 60 percent of the
              aggregate of the accounts of all participants under the plan,
              with the accounts valued as of the relevant valuation date, (ii),
              in the case of a defined benefit plan, a plan for which, as of
              the determination date, the present value of the cumulative
              accrued benefits payable under the plan (within the meaning of
              Section 416(g) of the Code and the regulations and rulings
              thereunder) to key employees exceeds 60 percent of the present
              value of the cumulative accrued benefits under the plan for all
              employees, with present value of accrued benefits to be
              determined in accordance with the actuarial assumptions specified
              in such defined benefit plan, and (iii) any plan included in a
              required aggregation group that is a top-heavy group.
              Notwithstanding the foregoing, if a plan is included in a
              required or permissive aggregation group that is not a top-heavy
              group, such plan shall not be a top-heavy plan.  In the case of a
              defined benefit plan, the accrued benefit of a Participant other
              than a key employee shall be determined under the method, if any,
              that uniformly applies for accrual purposes under all defined
              benefit plans maintained by the Employer or if there is no such
              method, as if such benefit accrued not more rapidly than the
              slowest accrual rate permitted under the fractional rule of
              Section 411(b)(1)(c) of the Code.  For purposes of this paragraph
              (e), for any Plan year beginning after December 31, 1984, the
              accounts and accrued benefits of any employee who has not
              performed an hour of service during the five-year period ending
              on the determination date shall be disregarded.

              (f)         A "super top-heavy plan" with respect to a particular
                          Plan year shall mean a plan that, as of the
                          determination date, would qualify as a top-heavy plan
                          under the definition in paragraph (e) of this Section
                          19.2 with "90 percent" substituted for "60 percent"
                          each place where "60 percent" appears in such
                          definition.  A plan is also a "super top- heavy plan"
                          if it is part of a super top-heavy group.

              (g)         A "required aggregation group" shall include (i) all
                          plans of each Employer in which a key employee is a
                          participant, and (ii) all other plans of such
                          Employer, including any plans





                                      -68-

<PAGE>   74
                                
                          terminated during the five-year period ending
                          on the determination date, which enable a plan
                          described in (i) to meet the requirements of Sections
                          401(a)(4) or 410 of the Code.

              (h)         A "permissive aggregation group" shall mean those
                          plans included in each Employer's required
                          aggregation group together with any other plan or
                          plans of the Employer, so long as the entire group of
                          plans would continue to meet the requirements of
                          Sections 401(a)(4) and 410 of the Code.

              (i)         A "top-heavy group" with respect to a particular Plan
                          year shall mean a required or a permissive
                          aggregation group if the sum, as of the determination
                          date, of the present value of the cumulative accrued
                          benefits for key employees under all defined benefit
                          plans included in such group and the aggregate of the
                          account balances of key employees under all defined
                          contribution plans included in such group exceeds 60
                          percent of a similar sum determined for all employees
                          covered by the plans included in such group.

              (j)         A "super top-heavy group" with respect to a
                          particular Plan year shall mean a required or
                          permissive aggregation group that, as of the
                          determination date, would qualify as a top-heavy
                          group under the definition in paragraph (i) of this
                          Section 19.2 with "90 percent" substituted for "60
                          percent" each place where "60 percent" appears in
                          such definition.

19.3          Accelerated Vesting.
              -------------------

              In the event the Plan is determined to be a top-heavy plan with
              respect to any Plan year beginning after December 31, 1983, a
              Participant whose Settlement Date occurs during such Plan year
              under the conditions specified in paragraph (e) of Section 12.1
              shall be vested in a nonforfeitable percentage of the balance of
              his sub-account attributable to Matching Employer Contributions
              which shall be determined by application of the following vesting
              schedule:

                                                         Nonforfeitable
   Years of Continuous Service                             Percentage  
   ---------------------------                           --------------

    Less than 2 years                                           0%
    2 years but less than 3 years                              25%
    3 years but less than 4 years                              50%
    4 years but less than 5 years                              75%
    5 years or more                                           100%





                                      -69-

<PAGE>   75
19.4          Minimum Employer Contribution.
              -----------------------------

              In the event the Plan is determined to be a top-heavy plan with
              respect to any Plan year beginning after December 31, 1983, the
              Employer contributions and forfeitures allocated to the
              sub-account attributable to Matching Employer Contributions of
              each non- key employee who is a Participant (or who was eligible
              under Section 3.1 to become a Participant prior to the end of the
              Plan year but failed to make the written election described
              therein) and who is not separated from service with the Employer
              as of the end of the Plan year shall be no less than the lesser
              of (i) three percent of his compensation or (ii) the largest
              percentage of Compensation that is allocated for such Plan year
              to the sub-account attributable to Matching Employer
              Contributions of any key employee; except that, in the event the
              Plan is part of a required aggregation group, and the Plan
              enables a defined benefit plan included in such group to meet the
              requirements of Section 401(a)(4) or 410 of the Code, the minimum
              allocation of Employer contributions and forfeitures to the
              sub-account attributable to Matching Employer Contributions of
              each such non-key employee shall be three percent of the
              Compensation of the non-key employees.  Any minimum allocation to
              the sub-account attributable to Matching Employer Contributions
              of a non-key employee required by this Section 19.4 shall be made
              without regard to any social security contribution made by an
              Employer on behalf of the non-key employee.  Notwithstanding the
              minimum top-heavy allocation requirements of this Section 19.4,
              in the event that the Plan is a top-heavy plan, each non-key
              employee who is a Participant hereunder (or who was eligible
              under Section 3.1 to become a Participant prior to the end of the
              Plan year but failed to make the written election described
              therein) and who is also covered under a top-heavy defined
              benefit plan maintained by an Employer will receive the top-heavy
              benefits provided under such defined benefit plan in lieu of the
              minimum top-heavy allocation under the Plan.

19.5          Adjustments to Section 415 Limitations.
              --------------------------------------

              In the event that the Plan is a top-heavy plan and an Employer
              maintains a defined benefit plan covering some or all of the
              Employees that are covered by the Plan, the provisions of
              subparagraphs (i) and (ii) of paragraph (d) of Section 9.1 shall
              be applied to the Plan by substituting "1.0" for "1.25" each
              place where "1.25" appears and Section 415(e)(6)(B)(i) of the
              Code shall be applied to the Plan by substituting "$41,500" for
              "51,875," except that such substitutions shall not be applied to
              the Plan if (i) the Plan is not a super





                                      -70-

<PAGE>   76
              top-heavy plan, (ii) the Employer contribution for such Plan year
              for each non-key employee who is to receive a minimum top-heavy
              benefit hereunder is not less than four percent of such non-key
              employee's compensation, (iii) the minimum annual retirement
              benefit accrued by a non-key employee who participates under one
              or more defined benefit plans of an Employer or a related
              corporation is not less than the lesser of three percent times
              years of service with an Employer or a related corporation or
              thirty percent, and (iv) a non-key employee who participates
              under both a defined benefit plan and a defined contribution plan
              of an Employer receives an allocation of Employer contributions
              and forfeitures equal to at least seven and one-half percent of
              his Compensation.

19.6          Compensation Taken Into Account.
              -------------------------------

              The annual compensation of any Participant to be taken into
              account under the Plan during any Plan year in which the Plan is
              determined to be a top-heavy plan shall not exceed (a) $200,000
              for Plan years beginning prior to January 1, 1995, or (b)
              $150,000 for Plan years beginning on or after January 1, 1995,
              both subject to adjustment annually as provided in Section
              401(a)(17)(B) and Section 415(d) of the Code.





                                      -71-

<PAGE>   77
                                   ARTICLE XX

                                     LOANS

20.1          Application for Loan.
              --------------------

              A Participant may make application to the Company for a loan from
              his separate account under the Investment Funds, in accordance
              with procedures established by the Company; provided, however,
              that no loan in excess of 50% of the Participant's vested
              interest under the Plan shall be made hereunder; and, provided
              further, that the amount of any loan must be at least $1,000.
              Loans shall not be made available to Highly Compensated Employees
              in an amount greater than the amount made available to other
              Employees and shall be subject to the following additional
              conditions:

              (a)         At the time the loan is made, the Participant shall
                          agree to repay the loan by payroll withholding;
                          provided, however, that in the event a Participant
                          terminates employment with the Employer prior to the
                          repayment of any loan hereunder, such Former
                          Participant may continue to repay the amount of his
                          loan in monthly payments forwarded to the Trustee.
                          Any loan may be repaid in full, without penalty, at
                          any time after the loan has been in existence for at
                          least three months.

              (b)         A loan shall not be granted hereunder unless the
                          Participant consents to the charging of his separate
                          account in accordance with the provisions of Section
                          20.5 for unpaid principal and interest in the event
                          the loan is declared to be in default.

              (c)         As collateral for a loan granted hereunder, the
                          Participant shall grant to the Plan a security
                          interest in such Participant's separate account,
                          which security interest shall not exceed 50% of such
                          Participant's vested interest under the Plan,
                          determined as of the date as of which the loan is
                          made.

              (d)         A participant shall not have more than two loans
                          outstanding at any time from the Plan and all other
                          plans of the Employer and any related corporation.

              (e)         Loans shall be made to Participants in accordance
                          with written procedures established by the Company,
                          which written procedures are hereby incorporated into
                          and made a part of the Plan.





                                      -72-

<PAGE>   78

20.2          Reduction of Account Upon Distribution.
              --------------------------------------

              Notwithstanding any other provision of the Plan to the contrary,
              the amount of a Participant's separate account that is
              distributable to the Participant or his Beneficiary under the
              Plan shall be reduced by the portion of his vested interest that
              is held by the Plan as security for any loan outstanding to the
              Participant, provided that the reduction is used to repay the
              loan.  If a distribution is made because of the death of a
              Participant prior to the commencement of a distribution of his
              separate account, and less than 100% of the Participant's vested
              interest in his separate account (determined without regard to
              the preceding sentence) is payable to such Participant's
              surviving spouse, then the balance of the Participant's vested
              interest in his separate account shall be adjusted by reducing
              such Participant's vested account balance by the amount of the
              security used to repay the loan, as provided in the preceding
              sentence, prior to determining the amount of the Participant's
              separate account that is  payable to such Participant's surviving
              spouse.

20.3          Requirements to Prevent a Taxable Distribution.
              ----------------------------------------------

              Notwithstanding any other provision of the Plan to the contrary,
              the following terms and conditions shall apply to any loan made
              to a Participant under this Article XX.

              (a)         The interest rate on any loan made to a Participant
                          hereunder shall be the "prime rate" (as hereinafter
                          defined) charged by the Trustee and in effect on the
                          date the Participant's loan request is made, plus one
                          percent.  For purposes of determining the rate to be
                          used in calculating the interest charged on loans
                          made hereunder, the "prime rate" shall be the prime
                          rate set by the Trustee from time to time as reported
                          by it and as in effect on the first business day of
                          each month.  If the Trustee does not set a prime
                          rate, the interest rate on any loan made to a
                          Participant hereunder shall be a reasonable interest
                          rate commensurate with current interest rates charged
                          for loans made under similar circumstances by persons
                          in the business of lending money.

              (b)         The amount of any loan to a Participant (when added
                          to the outstanding balance of all other loans to the
                          Participant from the Plan and all other plans
                          maintained by the Employer or a related corporation)
                          shall not exceed the lesser of:





                                      -73-

<PAGE>   79
                          (i)        $50,000, reduced by the highest
                                     outstanding balance of any other loan to
                                     the Participant from the Plan and all
                                     other plans maintained by the Employer or
                                     a related corporation during the preceding
                                     12-month period; or

                          (ii)       50% of the vested portion of the
                                     Participant's separate account under the
                                     Plan and his vested interest under all
                                     other plans maintained by the Employer or
                                     a related corporation.

              (c)         The repayment term of any loan granted to a
                          Participant hereunder shall be 12, 24, 36, 48 or 54
                          months, as specified by the Participant.

              (d)         Except as otherwise permitted under Treasury
                          regulations, substantially level amortization shall
                          be required over the term of the loan with payments
                          being made not less frequently than quarterly.

20.4          Administration of Loan Investment Funds.
              ---------------------------------------

              Upon approval of a loan to a Participant hereunder, the Company
              shall direct the Trustee to establish a Loan Investment Fund in
              the name of such Participant, and to transfer to such Loan
              Investment Fund such portion of the Participant's separate
              account invested in the Investment Funds as shall equal the
              amount of the Participant's loan; provided, however, that the
              portion of the Participant's investment in the Investment Funds
              that is to be debited for any loan to be made to the Participant
              hereunder shall be in the same proportion as the Participant's
              current balance in those Investment Funds.  Any loan approved by
              the Company shall be made to the Participant out of the
              Participant's Loan Investment Fund.  All principal and interest
              paid by the Participant on a loan made under this Article XX
              shall be deposited in his Loan Investment Fund and shall be
              transferred, upon receipt, to the Investment Funds in accordance
              with the Participant's most recent investment directions on the
              date of payment of the Loan Investment Fund.  The balance of the
              Participant's loan shall be decreased by the amount of principal
              payments, and the Loan Investment Fund shall be terminated when
              the loan has been repaid in full.

20.5          Default.
              -------

              If a Participant fails to make, or fails to cause to be made, any
              payment required under the terms of the loan within 60 days
              following the date on which such payment





                                      -74-

<PAGE>   80
              shall become due, the Company may direct the Trustee to declare
              the loan to be in default, in accordance with the provisions of
              the Plan's written loan procedure, and the entire unpaid balance
              of such loan, together with accrued interest, shall be
              immediately due and payable.  In any such event, if such balance
              and interest thereon is not then paid, the Trustee shall charge
              the separate account of the borrower with the amount of such
              balance and interest as of the earliest date, including the
              borrower's Severance Date, if applicable, upon which a
              distribution may be made from the Plan to the borrower without
              adversely affecting either the tax qualification of the Plan or
              the qualified status of the cash or deferred arrangement
              maintained under the Plan.

20.6          Changes in Employment Status and Transfers of Employment Before
              ---------------------------------------------------------------
              Loan Is Repaid in Full.
              ----------------------

              Subject to the provisions of Section 3.4, in the event a
              Participant:

              (a)         ceases to be an Employee but continues in the
                          employment of (i) an Employer in some other capacity
                          or (ii) a related corporation, and

              (b)         becomes a participant in

                          (i)        The Goodyear Tire & Rubber Company 
                                     Employee Savings Plan for Salaried 
                                     Employees,

                          (ii)       The Goodyear Tire & Rubber Company 
                                     Employee Savings Plan for Hourly
                                     Employees, or

                          (iii)      Celeron Corporation Employee Savings Plan,

his separate account under the Plan and his Loan Investment Fund, if any, shall
be transferred to the savings plan in which he becomes a participant.  Any
transfer of his separate account and Loan Investment Fund made in accordance
with the provisions of this Section 20.6 shall be made as soon as
administratively practicable after the Participant's change in employment
status or transfer of employment, subject to compliance with Section 414(l) of
the Code and the regulations thereunder.





                                      -75-

<PAGE>   81
                                  ARTICLE XXI

                        ELIGIBLE ROLLOVER DISTRIBUTIONS


21.1          Direct Rollover.
              ---------------
              This Article XXI applies to distributions made on or after
              January 1, 1993.  Notwithstanding any provision of the plan to
              the contrary that would otherwise limit a distributee's election
              under this Article XXI, a distributee may elect, at the time and
              in the manner prescribed by the plan administrator, to have any
              portion of an eligible rollover distribution paid directly to an
              eligible retirement plan specified by the distributee in a direct
              rollover.

21.2          Definitions.
              -----------

              (a)         Eligible rollover distribution:  An eligible rollover
                          distribution is any distribution of all or any
                          portion of the balance to the credit of the
                          distributee, except that an eligible rollover
                          distribution does not include:  any distribution that
                          is one of a series of substantially equal periodic
                          payments (not less frequently than annually) made for
                          the life (or life expectancy) of the distributee or
                          the joint lives (or joint life expectancies) of the
                          distributee and the distributee's designated
                          beneficiary, or for a specified period of ten years
                          or more; any distribution to the extent such
                          distribution is required under Section 401(a)(9) of
                          the Code; and the portion of any distribution that is
                          not includable in gross income (determined without
                          regard to the exclusion for net unrealized
                          appreciation with respect to employer securities).

              (b)         Eligible retirement plan:  An eligible retirement
                          plan is an individual retirement account described in
                          Section 408(a) of the Code, an individual retirement
                          annuity described in Section 408(b) of the Code, an
                          annuity plan described in Section 403(a) of the Code,
                          or a qualified trust described in Section 401(a) of
                          the Code, that accepts the distributee's eligible
                          rollover distribution.  However, in the case of an
                          eligible rollover distribution to the surviving
                          spouse, an eligible retirement plan is an individual
                          retirement account or individual retirement annuity.

              (c)         Distributee:  A distributee includes an Employee or
                          former Employee.  In addition, the Employee's





                                      -76-

<PAGE>   82
              or former Employee's surviving spouse and the Employee's or
              former Employee's spouse or former spouse who is the alternative
              payee under a qualified domestic relations order, as defined in
              Section 414(p) of the Code, are distributees with regard to the
              interest of the spouse or former spouse.

              (d)         Direct rollover:  A direct rollover is a payment by
                          the plan to the eligible retirement plan specified by
                          the distributee.

                                *      *      *

       EXECUTED at Akron, Ohio, this 15th day of December, 1995.
                                                         


                                        THE GOODYEAR TIRE & RUBBER COMPANY


                                        By /s/ M. L. Burns
                                        ----------------------------------
                                           Vice President

Attest:

/s/ P. A. Kemph
- -----------------------
Assistant Secretary


<PAGE>   1
                               FOURTH AMENDMENT
                                      TO
                               TRUST AGREEMENT
                                     FOR
                      THE GOODYEAR TIRE & RUBBER COMPANY
                               COMMINGLED TRUST


       THIS AMENDMENT, made and entered into this 1st day of November, 1995,    
by and between The Goodyear Tire & Rubber Company (the "Company") and The
Northern Trust Company (the "Trustee"),

                                   W I T N E S E T H:
                                   - - - - - - - - -
       WHEREAS, the Trust Agreement for The Goodyear Tire & Rubber Company
Commingled Trust (the "Trust Agreement") was entered into as of July 1, 1984,
between the Company and Bankers Trust Company, as Trustee; and

       WHEREAS, pursuant to Article 12.4 of that certain Commingled Trust       
Agreement dated July 1, 1984, and confirmed by letter dated October 30, 1995,   
Company has removed Bankers Trust Company as Trustee under the Commingled
Trust; and

       WHEREAS, by letter dated October 30, 1995, Company has appointed The     
Northern Trust Company as successor Trustee and The Northern Trust Company by
same letter has accepted such appointment; and

       WHEREAS, the Trust Agreement has been amended on three prior occasions;
and

       WHEREAS, it is desired hereby to further amend the Trust Agreement;

       NOW, THEREFORE, the Trust Agreement is hereby amended, effective as of
November 1, 1995, to provide the following:

       Wherever in the Trust Agreement the words "Trustee", "Bankers Trust      
Company," or "Bankers" appears, such word shall be deemed to mean "The Northern
Trust Company".

       Immediately upon receipt of the Fund, Trustee shall directly, or through
its affiliate


<PAGE>   2
 Hazlehurst & Associates ("Recordkeeper"), perform recordkeeping services to be
 described in a separate written agreement to be entered into between the
 Trustee and the Company.  The Company hereby approves Trustee's engagement of
 Recordkeeper.  Any change of Recordkeeper is subject to Company's prior
 written approval in its sole discretion.  As described in the separate written
 agreement, Trustee shall remain responsible for the performance of the
 functions described therein, whether performed directly by it or through
 Recordkeeper.
        Trustee or Recordkeeper will be providing Company with various
 communications materials from time to time including, but not limited to,
 printed publications, participant correspondence, videotape and audiotape
 presentations, telephonic messages and so forth.  In doing so, Trustee or
 Recordkeeper will be utilizing certain of Company's and its subsidiary's
 names, trademarks, tradenames, service marks, logos and other proprietary
 designations.  Trustee acknowledges that neither it nor Recordkeeper shall
 acquire any right, title or interest in such designations by virtue of their
 use hereunder.
        The Trust Agreement is hereby further amended effective November 1,
 1995 in the following particulars:
        I.     Section 2.3 shall be amended by adding the following provisions
 immediately after the end of the first paragraph of that section:
               "The Trustee shall use its best efforts in all cases to move
 funds expeditiously, but shall in no event be required to advance its own
 funds for such purpose.  Pending directions from the Recordkeeper to allocate
 contributions among the Discretionary or Directed Funds, the Trustee shall
 invest the contributions in short term investments in accordance with Section
 4.2 hereof."

               To the extent that any portion of the Fund is invested in mutual
fund shares, the

                                       2

<PAGE>   3
 Company shall initially select such mutual funds and shall be responsible for
 retaining the availability of or terminating the availability of such funds
 and such portions shall be considered Directed Funds for purposes of this
 Agreement.  Trustee shall be responsible for entering into appropriate custody
 agreements with the sponsor of a bank commingled fund or such other type of
 fund as required.
                The Company may authorize an Investment Manager to take such
 action with respect to assets of a Directed Fund subject to such Investment
 Manager's responsibility as are necessary to transfer assets between
 collective, commingled or group trust funds maintained by such Investment
 Manager or its bank affiliate.  In such event, (i) it shall be the
 responsibility of the Company to monitor the actions of such Investment
 Manager and to determine whether or not such actions comply with the
 authorities delegated to such Investment Manager; and, (ii) the Trustee shall
 include the total market value of such Directed Fund as reported to it by such
 Investment Manager into the reports required of the Trustee under this
 Agreement, as well as reporting the activity between the Fund and the Directed
 Fund; however, the Trustee shall have no responsibility to incorporate the
 daily Directed Fund transactional activity on the individual assets of such
 Directed Fund into such reports.  Trustee shall have no responsibility to
 report the individual assets held in such Directed Fund.  Trustee shall
 calculate and report the daily unit values on both the Discretionary and
 Directed Funds using valuation methods as described in this Agreement to the
 extent applicable."
        Further, the next following paragraph in Section 2.3 shall be amended
 by adding the following phrase "the Company, with respect to assets for which
 it has, or has retained investment responsibility" between "shall mean" and
 "an investment adviser".
        Section 2.4 shall be amended by deleting from the fourth line of the
 first paragraph the 

                                      3

<PAGE>   4
  words "calendar quarter" and substituting therefor the word "month".  In
  addition, the fourth sentence of Section 2.4 shall be deleted entirely and
  the following substituting therefor:
         "Assets shall be valued at their fair market values as the Trustee
  shall determine in accordance with methods consistently followed and
  uniformly applied at the close of business on the day of valuation;
  provided, however, the Trustee shall in good faith rely upon the
  determination of the issuing insurance company or other financial institution
  with respect to the fair market value of each insurance, investment or
  other such type of contract and upon the determination of the Investment
  Manager with respect to the fair market value of those assets for which it is
  responsible for which the Trustee does not have a readily ascertainable
  value."
         2.     2.7 Loans to participants as provided in the Plans and
  described in the guidelines to be approved by the Company will be
  administered by the Recordkeeper pursuant to the recordkeeping agreement.  As
  directed by the Recordkeeper, the Trustee shall distribute cash to such
  participants who are granted loans.  Loan payments collected by the Company
  shall be forwarded to the Trustee.  The amount of such loans shall be carried
  by the Trustee as an asset of the Trust equal to the combined unpaid
  principal balance of all participants.  The Trustee shall have no
  responsibility for final approval of the guidelines set forth by the
  Company as to granting or administering participant loans, or for the
  collection and repayment of a loan.
                Section 4.2 of the Trust Agreement as previously amended, is
  hereby deleted entirely and the following substituted therefor:
                "Section 4.2 Subject to contrary instruction from the
  Investment Manager, with respect to cash balances of a Directed Fund and in
  its discretion with respect to assets of a Discretionary Fund, the Trustee 
  may from time to time transfer cash to the Trustee or its affiliate as 
  Trustee of any collective trust fund which is now or hereafter maintained as a

                                      4
                                      
<PAGE>   5
  medium for the collective investment of funds of pension, profit sharing or
  other employee benefit plans and which is qualified under Section 401(a) and
  exempt from tax under Section 501(a) of the Internal Revenue Code of 1986, as
  amended, and may withdraw any part or all of the assets so transferred; any
  assets deposited with the trustees of a collective trust fund shall be held
  and invested by the trustee thereunder pursuant to all the terms and
  conditions of the Trust Agreement or Declaration of Trust establishing the
  fund which are hereby incorporated herein by reference and shall prevail over
  any contrary provision of this Trust Agreement."
         3.      Section 5.2 shall be amended by adding the following to the
  end of that section, that is to the end of the parenthetical material: ",
  except in a collective short-term investment fund in which the Trustee shall
  invest cash, subject to contrary instructions from the Investment Manager, as
  provided under Section 4.2."
                 Section 5.3 is amended by deleting the word "written" from the
  thirteenth and eighteenth lines of that section.
                 Section 5.4 is amended by inserting the word "bank" on the
  eighth line between the words "two" and "business".
        4.       Section 6.1(c) is amended by inserting "except as provided in
  Article XVI," at the beginning thereof.  The following provisions shall be
  added to Section 6.1:
                 "(d)  To transfer assets of a Directed Fund to a common,
  collective or commingled trust fund exempt from tax under the Internal
  Revenue Code of 1986, as amended, maintained by an Investment Manager or its
  affiliate or by another Trustee who is designated by the Company, to be held
  and invested subject to all the terms and conditions thereof;
                 (e)   To invest and reinvest assets in units or participation
  in regulated investment companies (including those for which the Trustee or
  its affiliate is adviser);
                                      5

<PAGE>   6
                (f)    To enter into insurance, investment or such other types
 of contracts issued by an insurance company or other type of financial
 institution and the Trustee shall act with respect to any such contract only
 as directed by the Investment Manager."
                Further, Section 6.2 shall be added to the Trust Agreement, as
 follows: 
                "(a)   The Company has established the Goodyear Stock Fund 
 which is to be composed of investments in common stock of the Company 
 ("Company Stock").  The Company shall notify the Trustee in writing of the 
 amount of such fund to be maintained in the collective short term investment 
 fund.  Any cash held by the Trustee from time to time in the Goodyear Stock 
 Fund may be invested in collective short term investment funds of the Trustee.
                       The Company may authorize and direct the, Trustee in
 writing to seek to obtain settlement for sales of Company Stock on an
 expedited basis under certain circumstances in which case the Trustee shall
 carry out its responsibilities for execution of Company Stock sale
 transactions in accordance with such direction and subject to any limitations
 expressed therein.
                       Except for the short term investment of cash, the
 Company has limited the investment power of the Trustee in the Goodyear Stock
 Fund to the purchase of Company Stock.
                (b)    A participant shall be a "named fiduciary" under ERISA
 to the extent of the parlicipant's authority to direct the investment in,
 voting, tender, exchange or sale of Company Stock allocated to the
 participant's account and their proportionate share of unallocated Company
 Stock."
                6.3 An Investment Manager may direct in writing that the custody
 of assets of a Directed Fund (other than those invested in a collective or
 group trust fund) be maintained with one or more persons or entities
 designated by the Investment Manager to maintain custody of assets of a
 Directed Fund ("Custodial Agent").  In such event, the Investment Manager
 shall

                                      6
<PAGE>   7
  approve, and direct the Trustee to enter into a custody agreement with the
  Custodial Agent, which custody agreement may authorize the Custodial Agent to
  maintain custody of such assets with one or more subagents, (including a
  broker or dealer registered under the Securities Exchange Act of 1934 or a
  nominee of such broker or dealer).  The Custodial Agent shall have custodial
  responsibility for any assets maintained with the Custodial Agent or its
  subagents pursuant to the custody agreement.  Not withstanding any other
  provision of this Agreement, including, but not limited to, Section 15.1, the
  Company agrees to indemnify The Northern Trust Company from any liability,
  loss and expense, including legal fees and expenses, which The Northern Trust
  Company may sustain by reason of acting in good faith, in accordance with any
  directions of the Investment Manager pursuant to this Section 6.3.
         5.      The second paragraph of Section 8.1 is hereby amended by
  deleting the last sentence from  that paragraph. Further, the third paragraph
  of Section 8.1 is deleted and the following substituted therefor:
                 "To the extent, if any, that the Trustee shall be required to
  value the assets of any Directed Fund for any purpose, including any
  accounting as hereinabove provided, the Trustee may carry out such valuation
  in accordance with the procedures for assessing fair market value as provided
  in Section 2.4."
         6.      Section 10.3 is hereby amended by adding the following to the
  end of the third line:  "or in such other form, including transmission by
  electronic means, as agreed upon by such person or committee and the
  Trustee,"
         7.     Section 12.4 is hereby amended by deleting the parenthetical
  information on the third from the last and next to the last lines at the end
  of the first paragraph and substituting therefor the following:

                                      7
<PAGE>   8
                 "(including a collective short term investment fund maintained
 by the Trustee)" 
        8.      Section 13.1 shall be amended by deleting the words 
 "New York" at the end thereof and substituting therefor the word "Ohio".
        Section 15.1 is hereby amended by inserting "or upon the direction of
 the Company," in (i) of the second paragraph thereof, between "or to appoint
 such Investment Manager under such Plans," and "or anything omitted to be done
 in good faith,".  Section 15.1 is further amended by adding the following to
 the end of the second paragraph:
        ", or (iii) as a direct or indirect result of any act or failure to
 act in good faith of the Trustee in connection with the purchase, retention,
 voting, tender, exchange or sale of Company Stock, except to the extent such
 amounts arise from the Trustee's negligent performance of processing functions
 in connection with Company Stock that are expressly allocated to the Trustee
 under the terms of this Agreement, or from the Trustee's negligent performance
 of trade execution responsibilities with respect to Company Stock
 transactions, or from intentional wrongdoing of Trustee."
        Article XVI is hereby amended by adding the following Section 16.2
 immediately following Section 16. 1:
        16.2    At least  thirty (30) days prior to each annual or special
 meeting of its shareholders, the Company shall cause to be sent to each
 participant, and to each former participant and beneficiary, a copy of the
 proxy solicitation material therefor together with a form requesting that each
 such participant, former participant or beneficiary give to the Trustee (or to
 a tabulating agent appointed by the Company, provided, however, the Trustee
 reserves the right to appoint the tabulating agent if the Trustee, in the
 reasonable exercise of its discretion, determines that such appointment by the
 Trustee is necessary for it to fulfill its

                                      8
<PAGE>   9
 fiduciary responsibilities) his confidential instructions with respect to the  
 manner in which his proportionate interest in the Company Stock held in the
 Goodyear Stock Fund shall be voted by the Trustee.  If the participant, former 
 participant or beneficiary furnishes such instructions to the Trustee or to the
 tabulating agent within the time specified in the notification, the Trustee
 shall vote such Company Stock in accordance with such instructions. 
 Furthermore, the Trustee shall vote the Company Stock with respect to which 
 it or the tabulating agent does not receive instructions as specified above, 
 and all unallocated Company Stock held in the Goodyear Stock Fund in the same
 proportion as it votes the Company Stock for which it received instructions
 as specified above.  Instructions received from individual participants,
 former participants and beneficiaries by the Trustee or the tabulating agent 
 shall be held in the strictest confidence and shall not be divulged or 
 released to the Company, its officers, directors or employees."

        IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their duly authorized officers as of the day and year first 
entered above.

                                      THE GOODYEAR TIRE & RUBBER COMPANY

                                      By:  /s/ James Boyazis
                                         --------------------------------------
                                         Title:  Vice President
                                               --------------------------------

                                      Attest:  /s/ Patricia A. Kemph
                                             ----------------------------------
                                             Title:   Assistant Secretary
                                                   ----------------------------

                                      THE NORTHERN TRUST COMPANY

                                      By:  /s/ Peter R. Sparrow
                                         --------------------------------------
                                         Title:  Vice President
                                               --------------------------------
                                      Attest:  /s/ John H. Torn
                                             ----------------------------------
                                             Title:   Assistant Secretary
                                                   ----------------------------


                                      9

<PAGE>   10
                               THIRD AMENDMENT
                                      TO
                               TRUST AGREEMENT
                                     FOR
                      THE GOODYEAR TIRE & RUBBER COMPANY
                               COMMINGLED TRUST

                  THIS AMENDMENT, made and entered into this  13TH
   day of January, 1994, by and between The Goodyear Tire & Rubber Company 
   (the "Company") and Bankers Trust Company (the "Trustee"),

                              W I T N E S S E T H:
                              - - - - - - - - - -

                  WHEREAS, the Trust Agreement for The Goodyear Tire & Rubber 
   Company Commingled Trust (the "Trust Agreement") was entered into as of 
   July 1, 1984, between the Company and the Trustee;

                  WHEREAS, the Trust Agreement has been amended on two prior 
   occasions; and

                  WHEREAS, it is desired hereby further to amend the Trust 
   Agreement to provide for an updated list of the eligible Plans of the 
   Company, its subsidiaries and affiliates;

                  NOW, THEREFORE, Schedule A of the Trust Agreement is hereby 
   amended, effective as of January 1, 1994, to provide as follows:

                                   SCHEDULE A
                                       TO
                                TRUST AGREEMENT
                                      FOR
                       THE GOODYEAR TIRE & RUBBER COMPANY
                                COMMINGLED TRUST

                 The Goodyear Tire & Rubber Company Employee
                     Savings Plan for Salaried Employees

<PAGE>   11
                 The Goodyear Tire & Rubber Company Employee
                  Savings Plan for Bargaining Unit Employees
                                      
                 The Goodyear Tire & Rubber Company Employee
                 Savings Plan Without Matching Contributions
                        for Bargaining Unit Employees
                                      
                 The Goodyear Tire & Rubber Company Employee
                      Savings Plan for Hourly Employees
                                      
                 The Goodyear Tire & Rubber Company Employee
                     Savings Plan for Salaried Expatriate
                                  Employees

                  Celeron Corporation Employee Savings Plan

                                *     *     *

                                     IN WITNESS WHEREOF, the parties hereto have
    caused this Amendment to be executed by their duly authorized officers as 
    of the day and year first entered above.

                                     THE GOODYEAR TIRE &
                                     RUBBER COMPANY


                                     By         /s/ Samil F. Gibara
                                        -------------------------------------
                                        Title:    Vice President
                                               ------------------------------

    Attest

     /s/ Patricia A. Kemph
    ------------------------------
    Title:
             Assistant Secretary


                                     BANKERS TRUST COMPANY


                                     By    
                                       --------------------------------------
                                       Title: Vice President
    Attest:

       
    ------------------------------
    Title:
             Vice President


                                    - 2 -

<PAGE>   12
                                SECOND AMENDMENT
                                       TO
                                TRUST AGREEMENT
                                      FOR
                       THE GOODYEAR TIRE & RUBBER COMPANY
                                COMMINGLED TRUST


          THIS AMENDMENT, made and entered into this     day
     of December, 1987, by and between The Goodyear Tire & Rubber
     Company (the "Company") and Bankers Trust Company (the
     "Trustee"),


                              W I T N E S S E T H:
                              - - - - - - - - - -

          WHEREAS, the Trust Agreement for The Goodyear
     Tire & Rubber Company Commingled Trust (the "Trust Agreement")
     was entered into as of July 1, 1984, between the Company and
     the Trustee; and

          WHEREAS, it is desired hereby to amend the Trust
     Agreement to provide for investment of trust assets in an
     equity fund maintained by the Trustee;

          NOW THEREFORE, Section 4.2 of the Trust Agreement
     is hereby amended, effective as of January 1, 1987, to provide
     as follows:

                4.2 Any other provisions of this Agreement to the contrary
         notwithstanding, the Trustee may in its discretion transfer from time 
         to time, (a) any part or all of the assets of Part C of the Fund, and 
         (b) cash balances of Parts A and B of the Fund to the trustee of the 
         General Employee Benefit Trust (hereinafter referred to as the
         "General Trust") created by Bankers Trust Company under Declaration of
         Trust  dated May 28, 1956, as the same may have heretofore been or may
         hereafter be amended, to be held subject to all of the provisions
         thereof and to be commingled with the assets of other trusts
         participating therein;  PROVIDED, HOWEVER, that any assets of the Fund
         allocated to a Directed  Fund shall be transferred to the General
         Trust only upon the direction  of the Investment Manager and with the
         approval of the Trustee of the General



<PAGE>   13
         Trust, and provided, further, that any assets of a Directed Fund or of
         Parts A and B of the Fund transferred to the General Trust shall be
         invested only in one or more special purpose investment funds
         established from time to time for the purpose of providing a vehicle
         for short term investment of participating trusts.  Upon the direction
         of the Investment Manager, the Trustee shall cause the withdrawal of
         all or part of the equitable share of the Commingled Trust in the
         General Trust, subject to the provisions thereof to the extent that
         such equitable share is attributable to assets of a Directed Fund.  To
         the extent of the equitable share of the Commingled Trust in the
         General Trust, the General Trust shall be part of each Plan pursuant
         to which the Commingled Trust has been adopted.  In the event of
         conflict between the provisions of this Agreement and the General
         Trust, the provisions of the General Trust shall control.
        
                                 *    *    *

              IN WITNESS WHEREOF, the parties hereto have
    caused this Amendment to be executed by their duly authorized
    officers as of the day and year first entered above.

                                       THE GOODYEAR TIRE & RUBBER COMPANY

                                       By      /s/ G. R. Heigieries
                                         --------------------------------
                                         Title:  Vice President

    Attest:

    P. A. Kemph
    ------------------------------
    Title: Assistant Secretary

                                       BANKERS  TRUST COMPANY


                                       By     /s/ Robert M. Bynke
                                         --------------------------------       
                                       Title:    Vice President


    Attest:

     Ronni E. Weiss
    ------------------------------
    Title: Assistant Vice President


          0055P

<PAGE>   14
                               FIRST AMENDMENT
                                      TO
                               TRUST AGREEMENT
                                     FOR
                      THE GOODYEAR TIRE & RUBBER COMPANY
                               COMMINGLED TRUST


                  WHEREAS, the Trust Agreement for The Goodyear Tire & Rubber 
   Company Commingled Trust (the "Trust Agreement"), was entered into as of 
   July 1, 1984, between The Goodyear Tire & Rubber Company (the "Company")
   and Bankers Trust Company; and

                  WHEREAS, it is desired hereby to amend the Trust Agreement 
   to provide a procedure for the disposition of the stock of the Company 
   during a tender offer;

                  NOW, THEREFORE, the Trust Agreement is hereby amended in 
   the respects hereinafter set forth:

                  1. The Trust Agreement is amended by the addition of new 
   Article XVI at the end thereof to provide as follows:

                                  ARTICLE XVI
                                  -----------

                  SECTION 16.1. In the event that any
       person (other than the Company or any affiliate
       thereof) shall make a tender offer for any Company
       Stock, the Company undertakes to promptly provide
       a copy of the offer, and any other material infor-
       mation concerning such offer, to each Plan par-
       ticipant who has an account invested in Company
       Stock together with a form for furnishing to the
       Trustee instructions as to whether Company Stock
       credited to such accounts should be tendered.
       Each participant may elect that all, but not less
       than all, of the Company Stock credited to his
       account be tendered by the Trustee on his behalf.
       Upon receipt of instructions from a participant
       to so tender, the Trustee shall tender all such

<PAGE>   15
        Company Stock credited to such participant's
        account.  Any Company Stock held by the Trustee
        as to which it receives no instruction from the
        participant to whose account such stock is cred-
        ited shall not be tendered. In the event that
        the participants' instructions cannot otherwise
        be returned to the Trustee in a timely fashion,
        the Company agrees to collect and tabulate such
        instructions in a manner that will assure a con-
        fidential and accurate tabulation and timely
        tender by the Trustee.  Any securities received
        by the Trustee as a result of having tendered
        Company Stock, as hereinabove provided, shall be
        held, and any cash so received shall be invested
        in short term investments, pending any further
        action which the Trustee may be required to take
        pursuant to the Plan.  Notwithstanding anything
        in this Agreement to the contrary, during the
        period of any tender offer for Company Stock, the
        Trustee shall refrain from making purchases of
        Company Stock under this Agreement.

                  The Trustee shall be entitled to
        reasonable compensation and reimbursement for
        its out-of-pocket expenses for any services
        attributable to the duties and responsibilities
        described in this Section 16.1.

                  The Company hereby agrees to hold the
        Trustee harmless and to indemnify the Trustee
        from and against any and all losses, claims, dam-
        ages, liabilities or expenses whatsoever (includ-
        ing, but not limited to, any and all expenses
        reasonably incurred in investigation, preparing
        or defending against any litigation or proceed-
        ing, commenced or threatened, or any claim what-
        soever), (a) arising out of, relating to or in
        connection with any tender offer of the kind
        referred to above, whether in respect of the
        solicitation of directions from Plan partici-
        pants, or tabulating, reporting or acting upon
        such directions or otherwise, or (b) arising
        out of or based upon any untrue statement or
        alleged untrue statement contained in any in-
        strument, document or other material furnished
        by or through the Company to Plan participants,
        or otherwise used by the Company or authorized by
        it for use in respect of, any such tender offer
        or arising out of or based upon an omission or
        alleged omission to state a material fact re-
        quired to be stated or necessary to make other


                                    - 2 -


<PAGE>   16
         statements made in any such material not mislead-
         ing, except, solely in the case of indemnifica-
         tion pursuant to clause (a), for a loss, claim,
         damage, liability or expense primarily attrib-
         utable to the bad faith or negligence of the Trus-
         tee.  If a claim is made against the Trustee, the
         Trustee shall notify the Company of any action
         commenced against the Trustee within a reasonable
         time after the Trustee shall have been served
         with the summons or other first legal process
         giving information as to the nature and basis of
         the claim.  However, failure to so notify the
         Company shall not relieve the Company from any
         liability which it may have on account of this
         indemnity or otherwise of the Trustee shall sus-
         tain the burden of proving that the Company has
         not been prejudiced in any material respect by
         such failure.  The Company shall not be liable
         for any settlement of any proceeding effected
         without its written consent, but if settled with
         such consent or if there be a final judgment for
         the plaintiff after the Trustee has given the
         Company reasonable notice of the proceeding, the
         Company agrees to indemnify the Trustee from and
         against any loss or liability by reason of such
         settlement or judgment.  The indemnity agreement
         set forth above shall remain operative and in
         full force and effect whether or not the Trustee
         shall have resigned or been replaced and regard-
         less or any termination of the Plan or the Trust
         or any investigation made by or on behalf of the
         Trustee.


                   EXECUTED at Akron, Ohio, this  20TH   day of
   November, 1986.

                                  THE GOODYEAR TIRE & RUBBER
                                    COMPANY

                                  By     /s/ James R. Glass
                                     ----------------------------------
   Attest:                           Title: Executive Vice President
                          
   /s/ John M. Russ
   --------------------------  
   Title: Assistant Secretary

                                  BANKERS TRUST COMPANY

                                  By        /s/ Robert M. Bynke
                                     ----------------------------------
                                  Title:   Vice President
   Attest:                              
   
    /s/ Ronnie E. Weiss   
   --------------------------    
   Title: Assistant Vice President

<PAGE>   17
                           COMMINGLED TRUST AGREEMENT
                           --------------------------

           Agreement and Declaration of Trust made as of
July 1, 1984, by and between THE GOODYEAR TIRE & RUBBER
COMPANY, an Ohio corporation (hereinafter referred to as the
"Company") and BANKERS TRUST COMPANY, a New York Corporation
(hereinafter referred to as the "Trustee").

                     W I T N E S S E T H
                     - - - - - - - - - - 

          WHEREAS, the Company desires to establish a commingled
trust known as the The Goodyear Tire & Rubber Company Commingled
Trust (the "Commingled Trust") which will serve as a medium for
commingling the assets of the trusts (the "Trusts") established
under the eligible employee benefit plans of the Company, its
subsidiaries and affiliates (the "Plans");

          WHEREAS, the Plans listed on Schedule A, annexed
hereto, are eligible Plans of the Company, its subsidiaries
and affiliates; and

          WHEREAS, the trust agreements pursuant to which
Trusts have been established provide that the assets thereof
may be transferred to and held by the Trustee in common with
the assets of trusts established under the Plans.

          NOW, THEREFORE, the Company and the Trustee agree as
follows:
                        ARTICLE I
                        ---------

         1.1 The Company hereby establishes with the Trustee
a Commingling Trust consisting of such sums of money and
such property acceptable to the Trustee as shall from time to

<PAGE>   18
                                                                               2

time be paid or delivered to the Trustee from the Trusts and the
earnings and profits thereon.  All such money and property, all
investments made therewith and proceeds thereof and all earnings
and profits thereon, less the payments or other distributions
which, at the time of reference, shall have been made by the
Trustee, as authorized herein, are referred to herein as the "Fund"
and shall be held by the Trustee, IN TRUST, and dealt with in
accordance with the provisions of this Agreement.

                        ARTICLE II
                        ----------

          2.1 The assets of a Trust may be transferred to the
the Commingled Trust and such Trust may become a Participating
Trust thereby only if all of the following conditions have
been met:
          (a) The Company, or a subsidiary, or an affiliate
has established the Trust;
          (b) It is maintained in connection with a Plan
which is qualified under Section 401(a) of the Internal
Revenue Code of 1954, as amended;
          (c) Such Trust is qualified under Section 401(a)
of the Internal Revenue Code of 1954, as amended and exempt
from taxation under Section 501(a) such Code, as amended;
          (d) The Trust is authorized by the terms of the trust
agreement (the "Trust Agreement") pursuant to which it has
been established to commingle its assets with assets of other
trusts established under the Plans;
          (e) The Commingled Trust is maintained at all times as a
domestic trust in the United States;

<PAGE>   19
                                                                               3

          (f) Bankers Trust Company is trustee of such Trust; and
          (g) Such Trust is permitted in its governing trust instrument to
commingle its assets with assets of other trusts through the medium of a common,
collective or commingled trust.
          The Trusts established under the Plans listed on Schedule
A annexed hereto shall be deemed Participating Trusts as of the
date first written above without any further action on the part of
any one.
          2.2 When the assets of a Participating Trust under
the Plan of any subsidiary or affiliate of the Company are
transferred to the Commingled Trust, such subsidiary or affiliate
shall be bound by the decisions, instructions, actions and
directions of the Company under this Agreement and the Trustee
shall be fully protected by the Company and such subsidiary or
affiliate in relying upon such decisions, instructions, actions
and directions of the Company.  The Trustee shall not be
required to give notice to or obtain the consent of any such
subsidiary or affiliate with respect to any action which is
taken by the Trustee pursuant to this agreement, and the
Company shall have the sole authority to enforce this Agreement
on behalf of any such subsidiary or affiliate.
          2.3 Responsibility for the management and control of the
assets of Plans utilizing the Commingled Trust (including the power
to acquire or dispose of such assets) may be vested in the discretion
of the Company, in the Trustee and/or in such one or more Investment
Managers appointed by the Company pursuant to the provisions of
such Plans.  That portion of the Fund for which the Trustee shall


<PAGE>   20
                                                                               4

have such responsibility is hereinafter referred to as the "Discretion-
ary Fund".  Any portion of the Fund over which an Investment Manager
shall have such responsibility is hereinafter referred to as a
"Directed Fund".  Allocation of assets of the Fund between or
among any Discretionary or Directed Funds shall be determined by
the Company.  For efficiency or convenience of investment or
administration, the Fund or any such Discretionary or Directed Fund
may be divided into such one or more sub-funds as the Company or
the Trustee may deem advisable.
          For the purposes of this Agreement, "Investment Manager"
shall mean an investment adviser registered under the Investment
Advisers Act of 1940, a bank (other than the Trustee) as defined
in that Act, or an insurance company qualified to perform invest-
ment management services under the laws of more than one State,
which shall have acknowledged in writing that it is a fiduciary
with respect to all Participating Plans, and which shall have the
power to manage, acquire and dispose of Plan assets.
         2.4 The Trustee shall maintain a separate account
reflecting the equitable share in the Fund of each Participating
Trust.  For this purpose, the Trustee shall determine the value of
the assets of the Fund as of the last day of each calendar quarter
and as of such other dates as the Trustee may deem appropriate or
the Company may direct.  In addition, for the convenience of the
Company, the Company may request the Trustee to include in such
account assets which do not constitute part of the Fund, for the
purposes of determining the value of all of the assets of such
Participating Trusts.  Assets shall be valued at their market


<PAGE>   21
                                                                               5

values at the close of business on the date of valuation, or, in
the absence of readily ascertainable market values, at such values
as the Trustee shall determine in accordance with methods consistently
followed and uniformly applied.  Anything herein to the contrary
notwithstanding, with respect to assets constituting part of a
Directed Fund hereunder or in the event that assets which do not
constitute part of the Fund are included in such valuation or
account at the request of the Company, the Trustee may rely for all
purposes of this Agreement, including for the purpose of determining
the value of such assets as of any quarterly or other valuation
date, on any certified appraisal or other form of valuation submitted
to it by the Investment Manager or by the person or persons controlling
such assets.
          2.5 By entering into this Agreement the Trustee does not
assume any responsibility or undertake any duty to enforce payment
of any contribution to any Plan, any responsibility for the adequacy
of the Fund or the funding standards adopted by the sponsor of any
Plan to meet or discharge any pension or other liabilities under
such plan, or any responsibility under the terms of this Agreement
for the management or control of any Directed Funds.  No duties or
obligations shall be imposed upon the Trustee unless they have been
specifically undertaken by the express terms of this Agreement.
          2.6 Except as may otherwise be permitted by law, at
no time prior to the satisfaction of all liabilities with respect
to participants and their beneficiaries under any Plan shall any
part of the equitable share of such Plan in the Fund be used for,


<PAGE>   22
                                                                               6

or diverted to, any purposes other than for the exclusive benefit
of such employees and their beneficiaries, and for defraying
reasonable expenses of administering such Plans.

                        ARTICLE III
                        -----------

          3.1 The Trustee shall:
          (a) hold the assets from time to time constituting the
Fund in its own name or in the name of a nominee under such
conditions of custody and safekeeping as it shall deem appropriate
for the particular type of trust asset, and collect all interest,
dividend and other income thereon;
          (b) invest and reinvest the Discretionary Fund as pro-
vided in Article IV;
          (c) settle purchases and sales for any Directed Fund
upon the instructions of the Investment Manager as provided in
Article V;
          (d) pay monies to or on the order of the
Company in accordance with the provisions of each Participating
Trust including, when the Company shall so order, payments
directly to or for the benefit of the members and their benefici-
aries, or to an insurance company to provide, by the purchase of
an annuity contract, or otherwise, for the payment of benefits;
         (e) transfer any portion of the Fund on the order of
the Company to any insurance company, bank, or other financial
institution or other trustee to provide an alternative or additional
funding medium or investment vehicle for the management and/or
control of plan assets; and


<PAGE>   23
                                                                               7

          3.2 Any orders pursuant to subparagraphs (d) and (e) of
Article 3.1 may, but need not specify the application to be made
of monies so ordered, and the Trustee may charge such distribution
against any portion of the Fund, as the Company may direct.  The
Trustee may assume that any such orders are not contrary to any
applicable law.  The Trustee shall not be responsible in any way
respecting the determination, computation, payment or application
of any benefit, for the form, terms or issuer of any contract
issued by an insurance company, bank or other financial institution
which it is directed to purchase with assets of the Fund (whether
or not such contract is purchased to provide primarily for the
payment of benefits under any Plan or primarily as an investment
vehicle or funding medium), for performing any functions under any
insurance or other contract which it may be directed to purchase
and hold as contract holder thereunder (other than the execution of
any documents incidental thereto on the instructions of the Company)
or for the terms of any trust agreement under which any trustee to
which it shall deliver any assets of the Fund on the order of the
Company is acting, or for any other matter affecting the admin-
istration of a Plan by the Company or any other person or persons
to whom responsibility for Plan administration is allocated or
delegated pursuant to the terms of the Plan.

                         ARTICLE IV
                         ----------

           4.1 The Trustee shall invest and reinvest the Discre-
tionary Fund in accordance with the terms of the Trust Agreement as
a single fund without distinction between principal and income in


<PAGE>   24
                                                                               8

investments authorized in such Parts as may be established hereunder
pursuant to the terms of the Trust Agreement (and as may from time
to time constitute part of the Discretionary Fund pursuant to the
terms of the Plan) in such shares and proportions in accordance
with the terms of the Plan (as certified to the Trustee by the
Company); except that, to the extent permitted in the Trust Agreement,
the Trustee is authorized to hold in the Discretionary Fund uninvested
cash awaiting investment and such additional cash balances as it
shall deem reasonable or necessary to meet anticipated distributions
from or administrative costs of any Plan or the Fund, without
incurring any liability for the payment of interest on such cash.

          The Trustee shall discharge the foregoing powers and
discretions in accordance with the funding policy and, to the
extent the Plans provide, guidelines established by the Company
from time to time and communicated in writing to the Trustee.  The
Trustee shall have no responsibility with respect to the formulation
of any funding, investment or diversification policy embodied in
any such direction.

                 In addition, if the Company has exercised its
discretion to vest responsibility for the management and
control of any portion of the Fund in one or more Investment
Managers or, if the Commingled Trust is not the only funding
medium under a Plan, then the Company shall be responsible
under such Plan and this Agreement for determining the diver-
sification policy with respect to the investment of such Plan
assets (including the Fund) for monitoring adherence to such
policy and for advising the Trustee with respect to its
compliance with any investment limitations on Employer or


<PAGE>   25
                                                                               9

other securities or property contained in such Plan or imposed
on such Plan by applicable statute.
          4.2   The Trustee may in its discretion transfer from
time to time cash balances accumulated pursuant to this Agreement
to the trustee of the General Employee Benefit Trust (hereinafter
referred to as the "General Trust") created by Bankers Trust
Company under Declaration of Trust dated May 28, 1956, as the
same may have heretofore been or may hereafter be amended, to
be held subject to all of the provisions thereof and to be
commingled with the assets of other trusts participating
therein; provided, however, that any assets of the Fund allocated
to a Directed Fund shall be transferred to the General Trust
only upon the direction of the Investment Manager and with the
approval of the Trustee of the General Trust, and provided,
further, that any assets transferred to the General Trust shall
be invested only in one or more special purpose investment
funds established from time to time for the purpose of providing
a vehicle for short term investment of participating trusts.
Upon the direction of the Investment Manager, the Trustee shall
cause the withdrawal of all or part of the equitable share of
the Commingled Trust in the General Trust, subject to the
provisions thereof to the extent that such equitable share is
attributable to assets of a Directed Fund.  To the extent
of the equitable share of the Commingled Trust in the General
Trust, the General Trust shall be part of each Plan pursuant to
which the Commingled Trust has been adopted.  In the event of
conflict between the provisions of this Agreement and the
General Trust, the provisions of the General Trust, shall control.

<PAGE>   26
                                                                              10

                          ARTICLE V
                          ---------

           5.1 The investment and reinvestment of any Directed Fund
 established under this Agreement shall be under the exclusive management 
 and control of the Investment Manager appointed by the Company.  The Trustee
 shall not be a party to any agreement with the Investment Manager, and the 
 terms and conditions of appointment, authority and retention of the 
 Investment Manager shall be the sole responsibility of the Company.
           The Company shall certify in writing to the Trustee:
           (a) that it has appointed an Investment Manager in accordance 
 with procedures provided in each Plan;
           (b) that the Investment Manager is an "Investment Manager" 
 as such term is defined in Article 2.3 of this Agreement; and
           (c) the assets of the Fund to be allocated to the Directed Fund 
 over which such Investment Manager shall have responsibility.
          The Investment Manager shall furnish the Trustee from
 time to time with the names and signatures of those persons
 authorized to direct the Trustee on its behalf hereunder.  The
 Trustee shall have the right to request that all directions by
 an Investment Manager pursuant to this Agreement be in writing and
 shall assume no liability hereunder for failure to act pursuant to
 such directions unless and until it shall receive directions in
 form satisfactory to it.
          5.2 All transactions in or from a Directed Fund related 
 to the acquisition or disposal of assets, as well as all purchases and 
 sales of assets, shall be made upon such terms and conditions and from or 
 through such principals and agents,

<PAGE>   27
                                                                     11
 as the Investment Manager shall direct.  No directed transactions
 shall be executed through the facilities of the Trustee except in
 those instances where the Trustee shall make available its facilities 
 solely for the purposes of temporary investment of cash reserves of a 
 Directed Fund. (However, nothing herein shall confer any authority or 
 obligation upon the Trustee to invest or reinvest the cash balances of 
 any Directed Fund unless and until it receives directions from the 
 Investment Manager.)
           5.3 Supervision of the Investment Manager shall be the
 exclusive responsibility of the Company.  Therefore, the Trustee
 shall be under no duty or obligation to review or to question any
 direction of the Investment Manager, or to review the securities or 
 other property held in any Directed Fund with respect to prudence, 
 proper diversification of Fund or Plan assets or compliance with any 
 limitation on the Investment Manager's authority under the terms of 
 the Plan, any agreement entered into between the Company and the 
 Investment Manager or imposed by applicable law, or to make any 
 suggestions to the Company or the Investment Manager with respect to
 the investment and reinvestment of any Directed Fund.  The Trustee shall
 be fully protected in acting or omitting to act in accordance with or in
 the absence of the written directions of the Investment Manager and shall
 be under no liability for any loss of any kind which may result by reason 
 of any action taken or omitted by it in good faith in accordance with any 
 direction of the Investment Manager or by reason of inaction in the
 absence of written directions from the Investment Manager.

<PAGE>   28
                                                                              12

          5.4 The Trustee shall not be deemed to have any responsibility 
to manage and control any asset held in a Directed Fund upon the resignation 
or removal of an Investment Manager unless and until it has been notified in 
writing by the Company that the Investment Manager's authority has terminated 
and that such Directed Fund assets are to be integrated with the Discretionary
Fund.  Such notice shall not be deemed effective until two business days after
it has been received by the Trustee.  In the event that the assets of a 
Directed Fund shall become integrated at any time with the Discretionary 
Fund, the Trustee shall not be liable for any losses to the Fund resulting 
from the disposition of any investment made by an Investment Manager or
for the holding of any illiquid or unmarketable securities or the holding 
of any other asset acquired by the Investment Manager if the Trustee is 
unable to dispose of such investment because of any Securities Laws 
restrictions or if an orderly liquidation of such investment is impractical
under prevailing conditions, or for failure to comply with any investment or 
diversification limitations imposed by the Company pursuant to the power 
reserved to it under Article 4.1 or for any other violation of the terms
of the Agreement, the Plans or applicable law or laws as a result of the 
addition of Directed Fund assets to the Discretionary Fund.
         5.5 The Trustee shall not be liable for the acts or omissions of any 
Investment Manager unless the Trustee knowingly participates in, or knowingly
undertakes to conceal, an act or


<PAGE>   29
                                                                             1 3

 omission of such Investment Manager knowing such act or omission
 constitutes a breach of fiduciary responsibility by the Investment
 Manager.  If the Trustee has knowledge of a breach committed by
 the Investment Manager, it shall notify the Company in writing
 thereof, and the Company shall thereafter assume full responsi-
 bility to all persons interested in the Plans to remedy such
 breach.  
          5.6 It is understood by the parties hereto that while
 the Trustee will perform certain ministerial duties (such as
 custodial, reporting, recording, and bookkeeping functions) with
 respect to Directed Funds, such duties do not involve the exer-
 cise of any discretionary authority or other authority to manage
 and control assets of the Directed Funds and will be performed
 in the normal course by officers and other employees of the
 Trustee who are unfamiliar with investment management.  It is
 agreed between the parties to this Agreement that the Trustee is
 not undertaking any duty or obligation expressed or implied to
 review and will not be deemed to have any knowledge of or
 responsibility with respect to or to have participated in any
 transaction involving the investment of the Directed Funds as a
 result of the performance of or information received in the course
 of performing such ministerial duties.  Therefore, in the event
 that "knowledge" of the Trustee shall be a prerequisite to im-
 posing a duty upon or determining liability of the Trustee under
 any Plan or this Agreement or any statute regulating the conduct
 of such Trustee with respect to such Directed Funds as a result


<PAGE>   30
                                                                              14

of any act or omission of the Investment Manager, or as a result
of any transaction engaged in by the Investment Manager, then the
receipt and processing of investment orders or other documents
relating to plan assets by an officer or other employee of the
Trustee engaged in the performance of purely ministerial functions 
referred to in this Article 5.6 shall not constitute "knowledge" of 
the Trustee.
                         ARTICLE VI
                         ----------

          6.1 Without in any way limiting the powers and discretions 
conferred upon the Investment Manager by the other provisions
of this Agreement or by law, any Investment Manager appointed hereunder 
shall have the following powers and discretions with respect to the 
Directed Fund subject to its management and control, and, upon the 
directions of such Investment Manager, the Trustee shall make, execute, 
acknowledge and deliver any and all documents of transfer and conveyance 
and any and all other instruments that may be necessary or appropriate to 
carry out such powers and discretions:
          (a) to sell, exchange, convey,  transfer or otherwise dispose of 
any property constituting the Directed Fund by private contract or at public 
auction, and no person dealing with the Investment Manager or the Trustee 
shall be bound to see to the application of the purchase money or to inquire 
into the validity, expediency or propriety of any such sale or other 
disposition;
          (b) to enter into contracts or to make commitments
either alone or in company with others to sell at any future date


<PAGE>   31
                                                                             1 5

 any property acquired for the Directed Fund or to purchase at a future date 
 any property which it may be authorized to acquire under this Agreement; and
           (c) to vote upon any stocks, bonds or other securities;
 to give general or special proxies or powers of attorney with or
 without power of substitution; to exercise any conversion privileges, 
 subscription rights or other options and to make any payments incidental 
 thereto; to consent to or otherwise participate in corporate reorganizations
 or other changes affecting corporate securities and to delegate discretionary
 powers and to pay any assessments or charges in connection therewith; and 
 generally to exercise any of the powers of an owner with respect to stocks,
 bonds, securities or other property held in the Directed Fund.
          Notwithstanding the powers hereinabove conferred on the Trustee, 
 the Trustee shall purchase and retain Company Stock as provided in the Trust 
 Agreement regardless of market fluctuations and, in the normal course, the 
 Trustee shall sell stock only as permitted in the Trust Agreement.

                                  ARTICLE VII
                                  -----------

          7.1 The Trustee, with respect to the Discretionary Fund, shall be 
 vested with all of the powers and discretions vested in the Investment 
 Manager by Article 6.1.
          7.2 In addition, the Trustee is hereby authorized in
 its discretion:
<PAGE>   32
                                                                              16

          (a) to register any securities held in the Fund in its
own name or in the name of a nominee and to hold any investment
in bearer form, and to combine certificates representing such
investments with certificates of the same issue held by the
Trustee in other fiduciary capacities or to deposit or to
arrange for the deposit of such securities in any qualified
central depository even though, when so deposited, such securities
may be merged and held in bulk in the name of the nominee of such
depository with other securities deposited therein by any other
person, or to deposit or arrange for the deposit of any securities
issued by the United States Government, or any agency or instru-
mentality thereof, with a federal reserve bank, but the books and
records of the Trustee shall at all times show that all such
investments are part of the Fund;
          (b) to employ suitable agents, depositories and coun-
sel, domestic or foreign, and to charge their reasonable expenses
and compensation against the Fund;
          (c) to borrow money, with the consent of the Company,
from any source as may be necessary or advisable to effectuate the
purposes of the Trust on such terms and conditions as the Trustee,
in its absolute discretion, may deem advisable;
         (d) to deposit any funds of the Commingled Trust in
interest bearing account deposits maintained by or savings
certificates issued by the Trustee, in its separate corporate
capacity, or in any other banking institution affiliated with
the Trustee;


<PAGE>   33
                                                                              17

            (e) to organize corporations under the laws of any
 state for the purpose of acquiring or holding title to any property for 
 the Fund or to request the Company to appoint another trustee for such 
 purpose; and
           (f) to make any distribution or transfer of the Discretionary 
 Fund assets in cash or in kind as the Trustee in its absolute discretion 
 shall determine and, in furtherance thereof, to value such assets, which 
 valuation shall be conclusive and binding on all persons;

                          ARTICLE VIII
                          ------------

           8.1 The Trustee shall keep accurate and detailed accounts
 of all investments, receipts, disbursements and other transactions
 hereunder for the Fund (including any Directed Fund) and all accounts, 
 books and records relating thereto shall be open to inspection and audit 
 at all reasonable times by any persons designated by the Company.
           In addition, within ninety (90) days following the close of 
 each fiscal year, and within ninety (90) days after the removal or 
 resignation of the Trustee, the Trustee shall file with the Company a 
 written account setting forth all receipts and disbursements of the Fund 
 and all investments and other transactions effected by it upon its own 
 authority or pursuant to the directions of any Investment Manager, or the 
 Company or any Committee as herein provided during the period accounted for.
 Within sixty



<PAGE>   34
                                                                              18

(60) days from the date of filing such annual or other account,
the Trustee, if requested by the Company, will also serve copies
of such account upon any persons designated by the Company as
having administrative responsibility with respect to any Plan.
Upon the expiration of ninety (90) days from the date of filing
such account, the Trustee shall be forever released and discharged
from all liability and accountability to the Company or any
person upon whom the Trustee has served a copy of the account
with respect to the accuracy of such accounting and the propriety
of all acts and failures to act of the Trustee reflected in such
account for which it shall be responsible hereunder, except with
respect to any such acts or transactions as to which the Company
or any person upon whom the account has been served shall within
such 90 day period file with the Trustee specific written objections.
          To the extent, if any, that the Trustee shall be required 
to value the assets of any Directed Fund for any purpose, including 
any accounting as hereinabove provided, the Trustee may rely for all 
purposes of this Agreement on any certified appraisal or other form 
of valuation submitted to it by the Investment Manager or responsible 
for the management and control of such Directed Fund.
          8.2 Except to the extent that Sections 502 and 504 of the 
Employee Retirement Income Security Act of 1974 ("ERISA"), as the same 
may be amended from time to time, may provide otherwise, in order to 
protect the Trust from the expenses which might



<PAGE>   35
                                                                              19

otherwise be incurred, no one other than the Company may require the 
Trustee to account or may institute an action or proceeding against the 
Trustee or the Fund.  However, nothing herein shall in any way limit the 
Trustee's right to bring any action or proceeding to settle its account 
or for such other relief as it may deem appropriate.
          8.3 The Trustee may from time to time consult with counsel, who may
be counsel to the Company, with respect to any question arising as to the 
construction of this Agreement or any action to be taken hereunder and the 
Trustee shall be fully protected, to the extent permitted by law, in acting 
in good faith upon the advice of counsel.

                       ARTICLE IX
                       ----------

          9.1 All taxes (excluding transfer taxes on shares of
Company stock distributed to participants or their beneficiaries
that may be levied or assessed under existing or future laws
upon the Fund or the income thereof shall be paid from the Fund.
All other expenses incurred by the Trustee in connection with its
administration of the Commingled Trust, including fees for legal
services rendered to the Trustee (whether or not rendered in
connection with a judicial or administrative proceeding and whether
or not incurred while it is acting as Trustee), such compensation
to the Trustee as may be agreed upon from time to time between
the Trustee and an officer of the Company, and all other proper
<PAGE>   36
                                                                              20

 charges and disbursements of the Trustee, shall be paid in
 accordance with the provisions of the Plans but until paid
 shall constitute a charge upon the Fund.  Any amount paid
 from the Fund which is specifically allocable to a particular
 Participating Trust or Plan shall be charged against the
 equitable share of such Participating Trust or Plan; any amount
 paid from the Fund which is allocable to all of the Participating
 Trusts shall be charged against the Fund as a whole.

                         ARTICLE X
                         ---------

          10.1 Whenever the provisions of this Agreement require
 or permit any action to be taken by the Company or any subsidiary
 or affiliate, such action may be taken by the Board of Directors of
 the corporation taking the same or by any person authorized to act
 on behalf of such corporation by such Board of Directors.  Any re-
 solution adopted by the Board of Directors of any participating
 corporation shall be certified to the Trustee by the Secretary or
 an Assistant Secretary of such corporation under its corporate
 seal, and the Trustee may rely upon any resolution so certified
 until revoked or modified by a further resolution similarly certified 
 to the Trustee.
          10.2 The Company shall furnish the Trustee from time to
 time with a certificate of its Secretary or an Assistant Secretary
 as to the names and signatures of all persons designated as members 
 of any committee, and any other person or persons, authorized
 to issue orders, requests, instructions and objections to the


<PAGE>   37
                                                                              21

Trustee pursuant to the provisions of this Agreement including but
not limited to the persons designated pursuant to the Plans to
direct the Trustee under Article 3.1 (d).
         10.3 All orders, requests, instructions and objections
of any of the persons or committees authorized to act in accord-
ance with the provisions of this Agreement shall be in writing,
and the Trustee shall be fully protected in acting in accordance
therewith.
         10.4 The Trustee shall have the right to assume in the
absence of written notice to the contrary, that no event consti-
tuting a change in membership or authority of any committee or
terminating any Investment Manager's authority has occurred.

                          ARTICLE XI
                          ----------

         11.1 If Bankers Trust Company is at any time acting as a
successor Trustee or succeeds to responsibilities hereunder for
management of plan assets with respect to the Fund (or any portion
thereof), the Company hereby agrees to hold Bankers Trust Company
harmless from and against all taxes, expenses (including counsel
fees), liabilities, claims, damages, actions, suits or other
charges incurred by or assessed against it as successor Trustee,
as a direct or indirect result of any act or omission of a pre-
decessor trustee or any other person charged under any agreement
affecting Fund assets for investment responsibility with respect
to such assets.



<PAGE>   38
                                                                              22
                                  ARTICLE XII
                                  -----------

         12.1 Upon receipt of notice from the Company of the
termination, the disqualification under Section 401(a), or the
withdrawal from the Commingled Trust, of any Participating
Trust or Plan or any part thereof, the Trustee shall withdraw and
segregate the share of the assets of the Fund allocable to such
Participating Trust or Plan or part thereof and shall either
dispose of such segregated share in accordance with the directions
of the Company or continue to hold such segregated share, IN
TRUST, as a separate trust governed by the same provisions as
this Agreement, except that if such segregated share is equal to
an entire Participating Trust or Plan in the Fund, the company or
successor thereto which had established such Participating Trust
or Plan shall thereafter be deemed to be "the Company" for all
purposes of the Agreement.  If such segregated share is less than
the entire equitable share of a Participating Trust or Plan in
the Fund, the Company shall certify to the Trustee, that portion
of the equitable share of such Participating Trust or Plan
attributable to the participants and their beneficiaries on whose
account such assets are to be segregated.  The Trustee's valuation
of the assets to be withdrawn for such purpose shall be conclusive
and binding on all persons, corporations or others interested in
the Commingled Trust.
       12.2 Subject only to Article 2.6, the Company reserves
the right at any time and from time to time to terminate or to
amend, in whole or in part, any or all of the provisions of this
Agreement by notice thereof in writing delivered to the Trustee;


<PAGE>   39
                                                                              23


provided that, no such amendment which affects the rights, duties
or responsibilities of the Trustee may be made without its consent,
and provided further that, except as may be otherwise provided
under Section 403 (c) of ERISA, no instrument of termination or
amendment shall authorize or permit, at any time prior to the sat-
isfaction of all liabilities with respect to the members and their
beneficiaries under the Plans, any part of the corpus or income
of the Fund to be used for or diverted to purposes other than for
the exclusive benefit of such members and their beneficiaries.
        12.3 In the event of the termination of the Commingled
Trust as above provided (or of all the Participating Trusts or
Plans under which it was established), the Trustee shall
continue to administer the Fund as hereinabove provided until
all of the purposes for which it has been established have been
accomplished or dispose of the Fund after the payment or other
provision of all expenses incurred in the administration and
termination of the Commingled Trust (including any compensation
to which the Trustee may be entitled), all in accordance with
the written order of the Company or the Committee or any
successor thereto.  Until the final distribution of such Fund,
the Trustee shall continue to have and may exercise all of the
powers and discretions conferred upon it by this Agreement.
             12.4 The Trustee may be removed by the Company at any
time upon sixty (60) days' notice in writing to the Trustee and
the Committee.  The Trustee may resign at any time upon sixty (60)
days' notice in writing to the Company and the Committee.  Upon


<PAGE>   40
                                                                              24

such removal or resignation of the Trustee, the Company shall
either appoint a successor trustee who shall have the same powers
and duties as those conferred upon the Trustee hereunder and, upon
acceptance of such appointment by the successor trustee, the
Trustee shall assign, transfer and pay over to such successor
trustee the funds and properties then constituting the Fund, or
the Company shall establish an alternative funding medium and the
Trustee shall assign, transfer and pay over the Fund, as then
constituted, upon the directions of the Company.  The Trustee is
authorized, however, to reserve such amount as to it may seem
advisable for payments of its fees and expenses in connection
with the settlement of its account or otherwise, and any balance
of such reserve remaining after the payment of such fees and
expenses shall be paid over to the successor trustee or alterna-
tive funding medium, as the case may be.  Notwithstanding any
provision of the Plans or this Agreement to the contrary, the
Trustee is hereby authorized to invest and reinvest such reserves
in any investment or investment vehicle (including the General
Trust) appropriate for the temporary investment of cash reserves
of trusts.
          If for any reason the Company cannot or does not act in
the event of the resignation or removal of the Trustee, as herein-
above provided, the Trustee may apply to a court of competent
jurisdiction for the appointment of a successor Trustee.  Any ex-
penses incurred by the Trustee in connection therewith shall be
paid from the Fund as an expense of administration.
<PAGE>   41
                                                                              25

         12.5 Anything hereinabove to the contrary notwith-
standing, the Trustee may condition its delivery, transfer or
distribution of any asset under this Article upon the Trustee's
receiving assurances satisfactory to it that the approval of ap-
propriate governmental or other authorities has been secured and
that all notice and other procedures required by applicable law
have been complied with.

                         ARTICLE XIII
                         ------------

         13.1 To the extent that State Law shall not have been
preempted by the provisions of the ERISA of 1974 or any other
laws of the United States heretofore or hereafter enacted, as
the same may be amended from time to time, this Agreement shall
be administered, construed and enforced according to the laws of
the State of New York.
                           ARTICLE XIV
                           -----------

         14.1 The Company shall provide the Trustee with copies
of all documents constituting the Plans at the time the Agreement
is executed by the Company or adopted under any other plan, as
provided in Article II, and all other documents amending or
supplementing the Plans promptly upon their adoption.  The
Trustee shall be entitled to rely upon the Company's attention to
this obligation and shall be under no duty to inquire of the
Company as to the existence of any documents not provided by the
Company hereunder.


<PAGE>   42
                                                                              26

                            ARTICLE XV
                            ----------

          15.1 The Company recognizes that a burden of litigation
may be imposed upon the Trustee, as a result of some act or trans-
action for which it has no responsbility or over which it has no
control under this Agreement.
               Therefore, pursuant to a resolution of its Board of
Directors and in consideration of the Trustee's agreeing to enter
into this Agreement, the Company hereby agrees to hold harmless
Bankers Trust Company, individually and as Trustee under said
Agreement, and Bankers Trust Company's directors, officers, and
employees from and against all amounts, including without limita-
tion taxes, expenses (including reasonable counsel fees), liabili-
ties, claims, damages, actions, suits or other charges, incurred
by or assessed against Bankers Trust Company, individually or as
Trustee, or its directors, officers or employees, (i) as a direct
or indirect result of anything done in good faith, or alleged to
have been done, by or on behalf of Bankers Trust Company in
reliance upon the directions of any Investment Manager appointed
by the Company, or any person or committee authorized to act on
behalf of the Company or to appoint such Investment Manager under
such Plans, or anything omitted to be done in good faith, or
alleged to have been omitted, in the absence of such directions,
or (ii) as a direct or indirect result of the failure of the
Company or such person or committee, as a co-fiduciary under said
Plans, directly or through its agents, to adequately, carefully
and diligently discharge its responsibilities with respect to the
selection, supervision and/or retention of any Investment Manager.


<PAGE>   43
                                                                              27

          Anything hereinabove to the contrary notwithstanding,
the Company shall have no responsibility to Bankers Trust Company
under the foregoing investment manager undertaking if Bankers
Trust Company knowingly participated in or knowingly concealed
any act or omission of any Investment Manager knowing that such
act or omission constituted a breach of such Investment Manager's
responsibilities under said Plan, or if Bankers Trust Company
fails to perform any of the duties specifically undertaken by it
under the provisions of said Agreement, or if Bankers Trust Com-
pany fails to act in conformity with the directions of an
authorized representative of the Investment Manager.  PROVIDED,
HOWEVER, Bankers Trust Company shall not be deemed to have "parti-
cipated" in a breach by an Investment Manager for the purposes of
this undertaking as a result of the performance by Bankers Trust
Company or its officers, employees or agents of any custodial,
reporting, recording, and bookkeeping functions with respect to
any assets of any Plan managed by an Investment Manager or as a
result of settling purchase and sale transactions entered into by
the Investment Manager, or to have "knowledge" of any such breach
as a result of the information received by Bankers Trust Company
or its officers, employees or agents in the normal course in per-
forming such functions or settling such transactions.
          The Company further agrees that the undertakings made
in this Article of this Agreement shall be binding on its suc-
cessors or assigned and shall survive termination, amendment or


<PAGE>   44
                                                                              28

 restatement of this Agreement, or the resignation or removal of
 the Trustee, and that this Article shall be construed as a con-
 tract between the Company and the Trustee according to the laws
 of the State of New York in effect from time to time.
           IN WITNESS WHEREOF, the parties hereto have caused
 this Agreement to be executed by their respective officers
 thereunto duly authorized and their corporate seals to be
 hereunto affixed and attested to as of the day and year first
 above written.


 (Corporate Seal)
                                THE GOODYEAR TIRE & RUBBER COMPANY


 Attest:                        By  /s/ James R. Glass
          /s/  John Davies          ----------------------------------
           Assistant Secretary      Executive Vice President (Title)



 (Corporate Seal)               BANKERS TRUST COMPANY



 Attest:                        By   /s/ Robert E. Isaacson
                                   ----------------------------------
     /s/ J. Torn                    Vice President

     Vice President

<PAGE>   45
                                                                              29



          STATE OF  OHIO    )    
                            : 
          COUNTY OF  SUMMIT )
                               

                           On this 28TH day of  December,  in the year 1984, 
          before me personally came James R. Glass to me known, who, being by 
          me duly sworn, did depose and say that he resides at Akron, Ohio
          that he is Executive Vice President of The Goodyear Tire & Rubber
          Company the corporation described in and which executed the above
          instrument; that he knows the seal of said corporation; that 
          the seal affixed to said instrument is such corporate seal; 
          that it was so affixed by order of the Board of Directors 
          of said corporation, and that he signed his name thereto by 
          like order.


                                               /s/ Linda A. Fleming
                                    -------------------------------------------
                                                   Notary Public

                                           LINDA A. FLEMING, Notary Public
                                               Residence-Summit County    
                                            State Wide Jurisdiction, Ohio
                                          My Commission Expires May 14, 1986


          STATE OF NEW YORK )
                            :
          COUNTY OF NEW YORK)


                          On this 13th day of August     , in the year 1984
          before me personally came Robert E. Isaacson to me known, who, being 
          by me duly sworn, did depose and say that he resides at Valley 
          Stream, N.Y. that he is Vice President of BANKERS TRUST COMPANY, the
          corporation described in and which executed the above in-
          strument; that he knows the seal of said corporation; that
          the seal affixed to said instrument is such corporate seal;
          that it was so affixed by order of the Board of Directors
          of said corporation, and that he signed his name thereto by
          like order.



                                                  /s/ Laura Breen
                                    -------------------------------------------
                                                   Notary Public

                                                    LAURA BREEN
                                        Notary Public, State of New York
                                                  No. 41-4757699
                                          Qualified in Queens County
                                        Commission Expires March 30, 1986




<PAGE>   1
                                                                  EXHIBIT 5.1

INTERNAL REVENUE SERVICE                           DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
P.O. BOX 2508
CINCINNATI, OH 45201                      Employer Identification Number:
                                              34-0253240
Date: MAY 22, 1995                        File Folder Number:
                                              340001449
THE GOODYEAR TIRE & RUBBER COMPANY        Person to Contact:
C/O KENT L. MANN                              CATHERINE WAITE
THOMPSON, HINE & FLORY                    Contact Telephone Number:
1100 NATIONAL CITY BANK BUILDING              (513) 684-3079
CLEVELAND, OH  44114                      Plan Name:
                                            EMPLOYEE SAVINGS PLAN FOR
                                            BARGAINING UNIT EMPLOYEES
                                          Plan Number: 006

Dear Applicant:

     We have made a favorable determination on your plan, identified above,
based on the information supplied. Please keep this letter in your permanent
records.

     Continued qualification of the plan under its present form will depend on
its effect in operation. (See section 1.401-1(b)(3) of the Income Tax
Regulations.)  We will review the status of the plan in operation periodically. 

     The enclosed document explains the significance of this favorable
determination letter, points out some features that may affect the qualified
status of your employee retirement plan, and provides information on the
reporting requirements for your plan. It also describes some events that
automatically nullify it. It is very important that you read the publication.

     This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other federal
or local statutes.

     This determination is subject to your adoption of the proposed amendments
submitted in your letter dated April 26, 1995. The proposed amendments should
be adopted on or before the date prescribed by the regulations under Code
section 401(b).

     This determination letter is applicable for the amendment(s) adopted on
December 20, 1994.

     This plan satisfies the minimum coverage and nondiscrimination
requirements of sections 410(b) and 401(a)(4) of the Code because the plan
benefits only collectively bargained employees or employees treated as
collectively bargained employees.

     This letter is issued under Rev. Proc. 93-39 and considers the amendments
required by the Tax Reform Act of 1986 except as otherwise specified in this
letter.

     This letter may not be relied upon with respect to whether the plan
satisfies the qualification requirements as amended by the Uruguay Round
Agreements Act, Pub. L. 103-465.

                                                             Letter 835 (DO/CG)

<PAGE>   2
                                     -2-



THE GOODYEAR TIRE & RUBBER COMPANY



     We have sent a copy of this letter to your representative as indicated in
the power of attorney.

     If you have questions concerning this matter, please contact the person
whose name and telephone number are shown above.

                                     Sincerely yours,

                                     /s/ C. Ashley Bullard
                                     ----------------------------
                                     C. Ashley Bullard
                                     District Director


Enclosures:
Publication 794
Reporting & Disclosure Guide
  for Employee Benefit Plans





                                                            Letter 835 (DO/CG)
<PAGE>   3
INTERNAL REVENUE SERVICE                   Department of the Treasury

District                                   P.O. Box 2508, Cincinnati, OH 45201
Director                                   FF-340001449

Goodyear Tire and Rubber Company           Person to Contact:
1144 East Market Street                    Denise McMickens
Akron, Ohio 44114                          Telephone Number:
                                           216-522-3295
                                           Refer Reply to:
                                           EP/EO
                                           Date: MAY 21, 1986

                                           Name of Trust:
                                           Commingled Trust
                                           Date Trust was Executed:
                                           July 1, 1984

Dear Sir or Madam:

Based on the information supplied, we find that the master (group) trust is a
pooled fund arrangement as described in Revenue Ruling 81-100, 81-13 I.R.B. 32. 
The trust is tax exempt under section 501(a) of the Internal Revenue Code with
respect to the funds that equitably belong to its participating trusts that are
qualified under section 401(a).  The trust is also tax exempt under section
408(e) with respect to the funds that equitably belong to its participating
individual retirement accounts that are qualified under section 408.

Participation in the master trust is limited to pension, profit-sharing, and
stock bonus plans that are qualified under Code section 401(a) and are tax
exempt under section 501(a) and individual retirement accounts that are
qualified under section 408 and are tax exempt under section 408(e).  The trust
is subject to the provisions of section 502 (relating to feeder organizations),
section 503 (relating to prohibited transactions), and sections 511 to 515
(relating to tax on unrelated business income).

The trustee of the master trust is governed by the fiduciary responsibility
provisions of the Employee Retirement Income Security Act of 1974 (ERISA) and,
subject to the exceptions explained in this Act, has full responsibility for
the investment of assets held by the trust.

The information in this letter relates only to the status of the master trust
under the Internal Revenue Code and not to the effect of any other Federal or
local statutes.

Please keep this determination letter in your permanent records.  If you have
any questions concerning this matter, please contact the person whose name and
telephone number are shown above.


                                      Sincerely yours,

                                      /s/ James J. Ryan
                                      ---------------------------
                                      James J. Ryan
                                      District Director


                                                                Letter 1520(P)

<PAGE>   1





                                                                    EXHIBIT 24
                                                                    ----------

                       CONSENT OF INDEPENDENT ACCOUNTANTS
                       ----------------------------------

         We hereby consent to the incorporation by reference of this
Registration Statement on Form S-8 of our report dated February 8, 1995
appearing on page 30 of The Goodyear Tire & Rubber Company's Annual Report on
Form 10-K for the year ended December 31, 1994.  We also consent to the
incorporation by reference in the Registration Statement of our report dated
December 15, 1995 appearing at Annex A of the Annual Report on Form 11-K of The
Goodyear Tire & Rubber Company Employee Savings Plan for Bargaining Unit
Employees for the year ended December 31, 1994.


/s/ Price Waterhouse LLP

Price Waterhouse LLP
Cleveland, Ohio
December 20, 1995

<PAGE>   1

                                                                      EXHIBIT 25
                                                                      ----------

                       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 Robert W Tieken, C Thomas
Harvie, James Boyazis and Richard W Hauman, 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 the said THE
GOODYEAR TIRE & RUBBER COMPANY to comply with the Securities Act of 1933, as
amended (the "Act"), and any rules, regulations and requirements of the
Securities and Exchange Commission (the "Commission") in respect thereof, in
connection with the registration under the Act of (i) up to a maximum of
12,000,000 shares of its Common Stock in connection with the operation of The
Goodyear Tire & Rubber Company Employee Savings Plan for Salaried Employees
(the "Salaried Plan"), which registration shall also register any interests in
the Salaried Plan required to be registered under the Act and the resale of
such shares by certain participants in the Salaried Plan, (ii) up to a maximum
of 5,000,000 shares of Common Stock in connection with the operation of The
Goodyear Tire & Rubber Company Employee Savings Plan for Bargaining Unit
Employees (the "B-U-E Plan"), which registration shall also register interests
in the B-U-E Plan required to be registered under the Act, (iii) up to a
maximum of 2,000,000 shares of Common Stock in connection with the operation of
The Goodyear Tire & Rubber Company Employee Savings Plan for Hourly Employees
(the "Hourly Plan"), which registration shall also register any interests in
the Hourly Plan required to be registered under the Act, and (iv) up to a
maximum of 1,000,000 shares of Common Stock in connection with the operation of
the Celeron Corporation Employee Savings Plan (the "Celeron Plan"), which
registration shall also register any interests in the Celeron Plan required to
be registered under the Act; including specifically the power and authority to
sign the name THE GOODYEAR TIRE & RUBBER COMPANY and the names of the
undersigned directors and officers in the capacities indicated below (i) to (a)
a Registration Statement on Form S-8 in respect of the Salaried Plan, (b) a
Registration Statement on Form S-8 in respect of the B-U-E Plan, (c) a
Registration Statement on Form S-8 in respect of the Hourly Plan, and (d) a
Registration Statement on Form S-8 in respect of the Celeron Plan, or to one or
more Registration Statements on Form S-8 in respect of any combination of said
Plans, (ii) to any and all amendments to or constituting a part of such
Registration Statements which may from time to time be filed with the
Commission, and (iii) to any and all instruments or documents filed with the
Commission as a part of or in connection with such Registration Statements or
amendments thereto.  Each of the undersigned hereby ratifies and confirms all
that the said attorneys-in-fact and agents, or any of one or more them, shall
do or cause to be done by virtue hereof.
<PAGE>   2
         IN WITNESS WHEREOF, the undersigned have subscribed or caused to be
subscribed these presents this 5th day of December, 1995.

Attest:                                    THE GOODYEAR TIRE & RUBBER COMPANY

<TABLE>
<S>                                        <C>                                                     
/s/ James Boyazis                          By             /s/ Stanley C Gault                      
- -------------------------------------      --------------------------------------------------------
James Boyazis, Secretary                                      Stanley C Gault,                     
                                                              Chairman of the Board                
                                                                       and                         
                                                              Chief Executive Officer              

Director, Chairman of the                                                                          
  Board and Chief Executive                                                                        
  Officer (principal executive                            /s/ Stanley C Gault                      
  officer)                                 --------------------------------------------------------
                                                              Stanley C Gault                      
Executive Vice President                                                                           
  (principal financial officer)                           /s/ Robert W Tieken                      
                                           --------------------------------------------------------
                                                              Robert W Tieken                      
                                                                                                   
                                                                                                   
Vice President and Comptroller                            /s/ George E Strickler                   
  (principal accounting officer)           --------------------------------------------------------
                                                              George E Strickler                   
                                                                                                   
Director                                                  /s/ John G Breen                         
                                           --------------------------------------------------------
                                                              John G Breen                         
                                                                                                   
                                                                                                   
Director                                                  /s/ William E Butler                     
                                           --------------------------------------------------------
                                                              William E Butler                     
                                                                                                   

Director                                                  /s/ Thomas H Cruikshank                  
                                           --------------------------------------------------------
                                                              Thomas H Cruikshank                  
                                                                                                   

Director                                                  /s/ Samir F Gibara                       
                                           --------------------------------------------------------
                                                              Samir F Gibara                       
</TABLE>
<PAGE>   3
<TABLE>
<S>                              <C>
Director                                         /s/ William J Hudson, Jr                                                          
                                 ---------------------------------------------------------
                                                     William J Hudson, Jr                 
                                                                                          
                                                                                          
                                                                                          
Director                                         /s/ Gertrude G Michelson                 
                                 ---------------------------------------------------------
                                                     Gertrude G Michelson                 
                                                                                          
                                                                                          
                                                                                          
Director                                         /s/ Steven A Minter                       
                                 ---------------------------------------------------------
                                                     Steven A Minter                      
                                                                                          
                                                                                          
                                                                                          
Director                                         /s/ Agnar Pytte                           
                                 ---------------------------------------------------------
                                                     Agnar Pytte                          
                                                                                          
                                                                                          
                                                                                          
Director                                         /s/ George H Schofield                    
                                 ---------------------------------------------------------
                                                     George H Schofield                   
                                                                                          
                                                                                          
                                                                                          
Director                                         /s/ William C Turner                       
                                 ---------------------------------------------------------
                                                     William C Turner
</TABLE>


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