<PAGE> 1
EXHIBIT 4(c)
FIRST AMENDMENT
TO
THE GOODYEAR TIRE & RUBBER COMPANY
EMPLOYEE SAVINGS PLAN FOR SALARIED EMPLOYEES
(January 1, 1999 Restatement)
The Goodyear Tire & Rubber Company Employee Savings Plan for
Salaried Employees (the "Plan"), originally established effective as of July 1,
1984, and amended and restated most recently as of January 1, 1999, is hereby
further amended, effective as of June 1, 2000, in the respects hereinafter set
forth:
1. Section 2.1(i) of the Plan is amended to provide as follows:
An "Employee" shall mean a domestic employee, as hereinafter
defined, other than any such employee (i) who is a "Leased
Employee," as hereinafter defined, (ii) who is covered by a
collective bargaining agreement unless such agreement or the
Plan specifically provides for coverage by the Plan, (iii) who
has the job description of "service worker," (iv) who is
located and serving at a location operating under the Brad
Ragan, Allied, Kelly-Springfield Puerto Rico, or Dunlop name,
(v) who is a leased employee provided through a non-affiliated
service provider, whether or not the employee is a common-law
employee of the Company or a subsidiary of the Company, or
(vi) who has signed an agreement which comports to classify
the employee as an independent contractor, consultant, or
third-party, whether or not the employee is a common-law
employee of the Company or a subsidiary of the Company; a
"domestic employee" shall mean any officer or salaried
employee of an Employer who is located and serving within the
continental United States, Alaska, or Hawaii. For the purposes
hereof, a "salaried employee" shall include only an employee
who has been designated as such in accordance with the policy
of his Employer, which policy shall be applied on a uniform
and non-discriminatory basis. A "Leased Employee" shall mean
any person who performs services for an Employer (the
"recipient") (other than an employee of the recipient)
pursuant to an agreement between the recipient and any other
person (the "leasing organization") on a substantially
full-time basis for a period of at least one year, provided
that such services are performed under primary direction or
control by the recipient. Any Leased Employee, other than an
"excludable leased employee," shall be treated as an employee
of the Employer for which he performs services for all
purposes of the Plan with respect to the provisions of
Sections 401(a)(3), (4), (7), and (16), and 408(k), 410, 411,
415, and 416 of the Code; provided, however, that no Leased
Employee shall accrue a benefit hereunder based on service as
a Leased Employee except as otherwise specifically provided in
the Plan. An "excludable leased employee" means any Leased
Employee of the recipient who is covered by a money purchase
pension plan maintained by the leasing organization which
provides for (i) a
<PAGE> 2
nonintegrated employer contribution on behalf of each
participant in the plan equal to at least 10 percent of
compensation, (ii) full and immediate vesting, and (iii)
immediate participation by employees of the leasing
organization (other than employees who perform substantially
all of their services for the leasing organization or whose
compensation from the leasing organization in each plan year
during the four-year period ending with the plan year is less
than $1,000); provided, however, that Leased Employees do not
constitute more than 20% of the recipient's nonhighly
compensated workforce.
2. Section 2.1(o) of the Plan is amended to provide as follows:
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 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.
3. Section 2.1(p) of the Plan is amended to provide as follows:
The "Goodyear Stock Fund" shall mean the Investment Fund
established in accordance with the provisions of Section 8.3.
4. Section 2.1(s) of the Plan is amended to provide as follows:
An "Investment Fund" shall mean any separate investment trust
fund established from time to time by the Trustee as may be
provided in the Plan or the Trust Agreement to which assets of
the Trust Fund may be allocated and separately invested.
5. Section 7.3 of the Plan is amended to provide as follows:
A Participant who has an interest in an Investment Fund (other
than an interest in the Goodyear Stock Fund attributable to
Matching Employer Contributions that has not been transferred
previously under Section 7.4) 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, either
that the total balance in that Investment Fund is to be
transferred or a lesser dollar amount that is to be
transferred, each Investment Fund to which the transfer is to
be made, and a percentage of the amount transferred that is to
be transferred to each Investment Fund, 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. Notwithstanding the foregoing, a Participant may
not transfer any portion of an interest in the Stable Value
Fund directly to a Self-Directed Account.
2
<PAGE> 3
6. Section 7.4 of the Plan is amended to provide as follows:
7.4 ELECTION TO TRANSFER MATCHING EMPLOYER CONTRIBUTION
INTEREST FROM GOODYEAR STOCK FUND.
A Participant who has attained age 52 and who has an interest
in the Goodyear Stock Fund attributable to Matching Employer
Contributions may elect at any time to transfer all or a
portion of such interest to another Investment Fund. The
Participant election must specify a dollar amount that is to
be transferred, each Investment Fund to which a transfer is to
be made, and the percentage of the total amount to be
transferred to each such Investment Fund. 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. Section 8.1 of the Plan is amended to provide as follows:
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 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. Section 8.2(g) of the Plan is amended to provide as follows:
A Self-Directed Account in 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
9. The last paragraph of Section 8.2 of the Plan is amended to
provide as follows:
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 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 Account or a Loan
Investment Fund, and other than an Investment Fund that
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
3
<PAGE> 4
the units of the mutual fund held by the Plan. All assets of
each Self-Directed Account and each Loan Investment Fund shall
be held and administered as a separate trust fund.
10. Section 8.3 of the Plan is amended to provide as follows:
The Company shall direct the establishment and maintenance of
a Goodyear Stock Fund as an Investment Fund to which Matching
Employer Contributions shall be allocated, together with any
Tax-Deferred Contributions, After-Tax Contributions, and
Rollover Contributions made by or on behalf of a Participant
that he elects to have allocated to the Goodyear Stock Fund.
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 or another
qualified plan of the Company participating in the collective
trust in accordance with the requirements of Section 408 of
the Act. The Goodyear Stock Fund shall be held and
administered as a separate Investment Fund. The interest of
each Participant, Former Participant, or Beneficiary under the
Plan in the Goodyear Stock Fund shall be an undivided
interest.
11. Section 8.7 of the Plan is amended to provide as follows:
The separate account of each Participant, Former Participant,
and Beneficiary shall be divided into individual sub-accounts
reflecting the portion of such 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 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.
12. Section 8.9 of the Plan is amended to provide as follows:
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
4
<PAGE> 5
agency for a predecessor plan. The Trustee shall deposit all
funds received by it from a predecessor plan in 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. 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 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 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.
13. The last sentence of Section 9.1(c) of the Plan is amended to
provide as follows:
No such suspense account shall share in any increase or
decrease in the net worth of the Investment Funds.
5
<PAGE> 6
14. Section 10.1(b) of the Plan is amended to provide as follows:
The Trustee shall value all of the assets of the other
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.
15. Section 10.1(c) of the Plan is amended to provide as follows:
The Trustee shall then ascertain the net increase or decrease
in the value of the respective Investment Funds 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 since such
preceding valuation date and prior to such date.
16. Section 10.1(d) of the Plan is amended to provide as follows:
The Trustee shall then allocate the net increase or decrease
in the value of the respective Investment Funds except for
each Self-Directed Account and each Loan Investment Fund as
thus determined among all Participants, Former Participants,
and Beneficiaries who have an interest in the respective
Investment Funds, separately with respect to each of such
Investment Funds, in the ratio that the balance of each
separate account maintained under such Investment 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.
17. Section 10.4 of the Plan is amended to provide as follows:
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 other Investment Funds with respect to which
6
<PAGE> 7
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 manager's
determinations thereof shall be conclusive upon the Employers,
and all Participants, Former Participants, and Beneficiaries
hereunder.
18. Section 11.2 of the Plan is amended to provide as follows:
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 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.
19. Section 11.6 of the Plan is amended to provide as follows:
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, 11.4, or 11.5 to reflect such withdrawal as of the
date of such withdrawal, charging any such withdrawal against
the Investment Funds, as appropriate.
20. Section 12.1(d)(i) of the Plan is amended to provide as
follows:
(i) commences a normal or early retirement pension under
the pension plan maintained by his employer for his
benefit, or
21. The last paragraph of Section 14.3 of the Plan is amended to
provide as follows:
The Pension Board shall conduct a full and fair review of the
Company's decision denying the Claimant's claim for benefits
at its next regularly scheduled quarterly
7
<PAGE> 8
meeting, unless the Pension Board deems that it needs more
facts or the date determined pursuant to paragraph (a) of this
Section 14.3 is within 30 days of such meeting, in which case
the Pension Board shall conduct its review at its next
following meeting. The Pension Board shall render its written
decision following the review, written in a manner calculated
to be understood by the Claimant, specifying the reasons and
Plan provisions upon which its decision was based.
22. Section 16.3(a) of the Plan is amended to provide as follows:
As of the termination date, the Trustee shall value the
Goodyear Stock Fund and the assets of the other 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.
23. The first sentence of Section 20.4 of the Plan is amended to
provide as follows:
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, other than amounts in either the Self-Directed Account
or the Participant's Matching Employer Contributions
Sub-Accounts, 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
8
<PAGE> 9
in the same proportion as the Participant's current balance
in those Investment Funds.
* * *
EXECUTED at Akron, Ohio, this _______ day of ___________________, 2000.
THE GOODYEAR TIRE & RUBBER COMPANY
By: ______________________________
Vice President
Attest:
------------------------------------
Assistant Secretary
9
