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Exhibit 4(b)
THIRD AMENDMENT
TO
THE GOODYEAR TIRE & RUBBER COMPANY
EMPLOYEE SAVINGS PLAN FOR SALARIED EMPLOYEES
(January 1, 1997 Restatement)
The Goodyear Tire & Rubber Company Employee Savings Plan for Salaried
Employees (the "Plan"), originally established effective as of July 1, 1984,
amended and restated most recently as of January 1, 1997, and amended on two
previous occasions, on December 18, 1998, and December 22, 1998, is hereby
further amended in the respects hereinafter set forth.
1. Section 2.1(i) of the Plan is amended effective as of January
1, 1999, to provide as follows:
(i) 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," or
(iv) who is located and serving at a location
operating under the Brad Ragan name; 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 fo 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),
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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
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. A new Article XXII is added to the Plan to provide as follows:
ARTICLE XXII
MERGER OF CELERON CORPORATION EMPLOYEE SAVINGS PLAN
22.1 MERGER OF PLANS.
Effective as of the close of business on December 31, 1999, the Celeron
Corporation Employee Savings Plan (the "Celeron Plan"), maintained
under a plan document amended and restated effective January 1, 1997,
is hereby merged into and made a part of the Plan, and the trust
maintained in connection with the Celeron Plan is hereby merged into
and made a part of the Trust. Each person who was a participant or
former participant in the Celeron Plan on December 31, 1999, shall
become a Participant or Former Participant in the Plan on January 1,
2000, and on and after January 1, 2000, the provisions of this Article
XXII and the Plan shall govern with rspect to the interests of the
participants and former participants in the Celeron Plan.
22.2 ESTABLISHMENT OF SEPARATE ACCOUNTS AND SUB-ACCOUNTS.
As soon as possible after January 1, 2000, and after the assets of the
trust maintained in connection with the Celeron Plan have been received
by the Trustee, separate accounts and sub-accounts shall be established
in the name of each person who had a separate account under the Celeron
Plan on December 31, 1999. There shall be credited to each separate
account an amount equal to such
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person's prior separate account balance under the Celeron Plan as of
December 31, 1999, and to each sub-account an amount equal to such
person's prior separate sub-account balance of the corresponding type
under the Celeron Plan as of December 31, 1999.
* * *
EXECUTED at Akron, Ohio, this 21st day of December, 1999.
THE GOODYEAR TIRE & RUBBER COMPANY
/s/ Donald D. Harper
By: ________________________________
Vice President
Attest:
/s/ P.A. Kemph
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Assistant Secretary
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