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Exhibit 4(a)
THE GOODYEAR TIRE & RUBBER COMPANY
EMPLOYEE SAVINGS PLAN
FOR
BARGAINING UNIT EMPLOYEES
(January 1, 1999 Restatement)
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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
3.6 Qualified Military Service..............................................................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..........................................................................14
4.5 Limitation on Employer Contributions....................................................14
4.6 Changes in Compensation Reduction
Authorization...........................................................................15
4.7 Suspension of Contributions.............................................................15
V AFTER-TAX CONTRIBUTIONS AND ROLLOVER CONTRIBUTIONS..................................................16
5.1 After-Tax Contributions.................................................................16
5.2 Amount of After-Tax Contributions.......................................................16
5.3 Administration..........................................................................16
5.4 Changes in Payroll Deduction Authorization..............................................16
5.5 Rollover Contributions..................................................................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
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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
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
8.2 Investment Funds........................................................................27
8.3 Goodyear Stock Fund.....................................................................29
8.4 Appointment of Investment Managers......................................................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............................................................30
IX LIMITATIONS ON ALLOCATIONS TO ACCOUNTS..............................................................32
9.1 Limitation on Crediting of Contributions................................................32
9.2 Scope of Limitation.....................................................................38
X VALUATIONS, DIVIDEND REINVESTMENTS, AND VOTING......................................................39
10.1 Valuation of Participant's Interest.....................................................39
10.2 Reinvestment of Dividends...............................................................40
10.3 Voting Company Stock....................................................................40
10.4 Finality of Determinations..............................................................41
10.5 Notification............................................................................41
XI WITHDRAWALS WHILE EMPLOYED..........................................................................42
11.1 Withdrawal of After-Tax Contributions...................................................42
11.2 Withdrawal of Matching Employer
Contributions...........................................................................42
11.3 Withdrawal of Tax-Deferred Contributions................................................42
11.4 Conditions and Limitations on
Hardship Withdrawals....................................................................43
11.5 Special Age 70-1/2 Distribution.........................................................45
11.6 Adjustment of Accounts..................................................................45
XII TERMINATION OF PARTICIPATION AND DISTRIBUTION.......................................................46
12.1 Termination of Participation...........................................................46
12.2 Vesting of Separate Accounts...........................................................47
12.3 Distribution...........................................................................47
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12.4 Required Commencement of Distribution..................................................49
12.5 Form of Distribution...................................................................50
12.6 Election of Former Vesting Schedule....................................................50
12.7 Buy Back of Forfeited Amounts..........................................................50
12.8 Disposition of Forfeited Balances......................................................51
12.9 Effect of Company's Determination......................................................52
12.10 Reemployment of a Former Participant...................................................52
12.11 Restrictions on Alienation.............................................................52
12.12 Facility of Payment....................................................................52
12.13 Distributions to Other Qualified Plans.................................................53
XIII BENEFICIARIES.......................................................................................54
13.1 Designation of Beneficiary.............................................................54
13.2 Beneficiary in the Absence of Designation..............................................55
XIV ADMINISTRATION......................................................................................56
14.1 Authority of Company...................................................................56
14.2 Action of Company......................................................................56
14.3 Claims Review Procedure................................................................57
14.4 Indemnification........................................................................58
14.5 Qualified Domestic Relations Orders....................................................58
XV TRUSTEE AND TRUST AGREEMENT.........................................................................59
XVI AMENDMENT AND TERMINATION...........................................................................60
16.1 Amendment..............................................................................60
16.2 Limitation on Amendment................................................................60
16.3 Termination............................................................................60
16.4 Withdrawal of an Employer..............................................................61
16.5 Corporate Reorganization...............................................................62
XVII ADOPTION BY SUBSIDIARIES; EXTENSION TO NEW BUSINESS OPERATIONS......................................63
17.1 Adoption by Subsidiaries...............................................................63
17.2 Extension to New Business Operations...................................................63
XVIII MISCELLANEOUS PROVISIONS............................................................................64
18.1 No Commitment as to Employment.........................................................64
18.2 Benefits...............................................................................64
18.3 No Guarantees..........................................................................64
18.4 Expenses...............................................................................64
18.5 Precedent..............................................................................64
18.6 Duty to Furnish Information............................................................64
18.7 Withholding............................................................................65
18.8 Merger, Consolidation, or Transfer
of Plan Assets.........................................................................65
18.9 Back Pay Awards........................................................................65
18.10 Condition on Employer Contributions....................................................66
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18.11 Return of Contributions to Participants................................................66
18.12 Return of Contributions to an Employer.................................................66
18.13 Validity of Plan.......................................................................67
18.14 Parties Bound..........................................................................67
XIX TOP-HEAVY PROVISIONS................................................................................68
19.1 Applicability..........................................................................68
19.2 Top-Heavy Definitions..................................................................68
19.3 Accelerated Vesting....................................................................70
19.4 Top-Heavy Employer Contribution........................................................71
19.5 Adjustments to Section 415 Limitations.................................................71
19.6 Compensation Taken Into Account........................................................72
XX LOANS...............................................................................................73
20.1 Application for Loan...................................................................73
20.2 Reduction of Account Upon Distribution.................................................74
20.3 Requirements to Prevent a Taxable
Distribution...........................................................................74
20.4 Administration of Loan Investment Funds................................................75
20.5 Default................................................................................76
20.6 Changes in Employment Status and Transfers
of Employment Before Loan Is Repaid
in Full................................................................................76
XXI ELIGIBLE ROLLOVER DISTRIBUTIONS.....................................................................77
21.1 Direct Rollover........................................................................77
21.2 Definitions............................................................................77
XXII MINIMUM EMPLOYER CONTRIBUTION.......................................................................79
22.1 Contribution of the Minimum Employer
Contribution...........................................................................79
22.2 Allocation of Minimum Employer
Contribution...........................................................................79
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THE GOODYEAR TIRE & RUBBER COMPANY
EMPLOYEE SAVINGS PLAN
FOR
BARGAINING UNIT EMPLOYEES
(January 1, 1999 Restatement)
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
as of January 1, 1999.
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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.
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(g) The "Compensation" of a Participant for any period
shall mean the entire amount of compensation 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.
(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
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
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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 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
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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.
(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.
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(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
year or the preceding year, or (ii) received
compensation in excess of $80,000 (indexed in
accordance with Section 415(d) of the Code) during
the preceding year.
(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.
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(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. A Participant shall also
mean, except for purposes of Section 3.1, Section
4.1, and Section 5.1, an Employee who elects to make
a rollover contribution to the Plan in accordance
with the provisions of Section 5.5.
(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:
(i) For Plan years beginning prior to January 1,
1998, the calendar year;
(ii) For the Plan year beginning on January 1,
1998, the period commencing on January 1, 1998, and
ending on December 30, 1998; and
(iii) For Plan years beginning after December 30,
1998, the 12-month period commencing on December 31,
and ending on December 30.
(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 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.
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(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.
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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
Enrollment Date next following the date on which he completes
three 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.
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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
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.
3.6 Qualified Military Service.
Notwithstanding any provision of this Plan to the contrary,
contributions, benefits and service credit with respect to
qualified military service will be provided in accordance with
Section 414(u)(4) of the Code.
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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
calendar 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 calendar 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 calendar 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
calendar 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 be taken into
account for purposes of computing deferral percentages for the
Plan year under Section 4.3.
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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 for the preceding Plan Year; or
(b) a percentage that is not more than 200 percent of the
average deferral percentage for all other eligible
Employees for the preceding Plan Year and that is not
more than two percentage points higher than the
average deferral percentage for all other eligible
Employees for the preceding Plan Year.
For purposes of applying the limitation contained in this
Section 4.3, the deferral percentage 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 amount of contributions beginning
with the highest amount of such contributions.
In the event that Tax-Deferred Contributions with respect to a
Plan year for eligible Highly Compensated Employees would
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<PAGE> 18
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 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 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
alternatively 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
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<PAGE> 19
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.
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.
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<PAGE> 20
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
calendar year shall automatically be suspended on the date that
his Tax-Deferred Contributions for the calendar year first equal
or exceed $9,500 (or such adjusted 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 calendar year.
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<PAGE> 21
ARTICLE V
AFTER-TAX CONTRIBUTIONS AND ROLLOVER 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.
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<PAGE> 22
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 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.
5.5 Rollover Contributions.
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<PAGE> 23
Any Employee, regardless of whether he has satisfied the
eligibility requirements of Section 3.1, Participant, or Former
Participant who was a participant in another plan qualified under
Section 401 of the Code and who receives an eligible rollover
distribution within the meaning of Section 402(c)(4) of the Code
from such plan may elect to make a rollover contribution to the
Plan. An Employee, Participant, or Former Participant shall make
a rollover contribution to the Plan either by a direct rollover
pursuant to Section 401(a)(31) of the Code, or by delivering, or
causing to be delivered, to the Trustee the cash that constitutes
the rollover contribution amount within (60) days of receipt of
the distribution from such other plan, in either case in the
manner prescribed by the Company. A separate sub-account shall be
established pursuant to Section 8.7 for the rollover
contribution, and the rollover contribution shall be invested
pursuant to the investment election of the Employee, Participant,
or Former Participant in effect under Section 7.2 with respect to
the investment of Tax-Deferred Contributions and After-Tax
Contributions. An Employee, Participant, or Former Participant
who makes a rollover contribution to the Plan who does not
already have an investment election in place under Section 7.2
shall also make such an investment election. An Employee's,
Participant's, or Former Participant's interest in his
sub-account for rollover contributions shall be fully vested at
all times.
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<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
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<PAGE> 25
case, the Matching Employer Contribution for each 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 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.
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<PAGE> 26
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 any payroll period ended prior to the time of
such termination, and other than the Minimum Employer
Contribution under Section 22.1.
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<PAGE> 27
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 for the preceding Plan Year, or
(b) a percentage that is not more than 200 percent of the
average contribution percentage for all other
eligible Employees for the preceding Plan Year and
that is not more than two percentage points higher
than the average contribution percentage for all
other eligible Employees for the preceding Plan Year.
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 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
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<PAGE> 28
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 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,
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<PAGE> 29
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 amount of such
contributions) 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.
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<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
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<PAGE> 31
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 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.
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<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%
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<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
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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 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.
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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 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
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<PAGE> 36
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 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.
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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 calendar 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 calendar 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) for calendar Years beginning before
January 1, 1998, 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
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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;
(ii) for calendar Years beginning before
January 1, 1998, 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 calendar year ending December 31, 1984, and
each calendar 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 calendar year.
If as a result of the allocation of forfeitures, a
reasonable error in estimating the
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<PAGE> 39
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
annual addition to the separate account of a
Participant or Former Participant in any calendar
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 calendar 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 calendar 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 calendar 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
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<PAGE> 40
end of the limitation year, in which event such
amount shall be deemed a forfeiture for such calendar
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 calendar 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 Company for a calendar 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 calendar year (and succeeding calendar
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) For calendar years beginning before January 1, 2000,
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 calendar year
where
(i) is the defined benefit plan fraction
(determined as of the close of such
calendar 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 calendar 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 calendar 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 calendar year and for each prior
year of service with an Employer or a
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<PAGE> 41
related corporation and the denominator
of which is the sum of the lesser of the
following amounts determined for such
calendar 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 calendar 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 Section
415(c)(7) or (8), if applicable) with
respect to such Participant or Former
Participant for such calendar 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
calendar 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
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<PAGE> 42
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
calendar 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 calendar 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 plans who are eligible to
share in such contributions and forfeitures for such
calendar 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,
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<PAGE> 43
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.
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<PAGE> 44
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
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<PAGE> 45
to each of such Investment Funds and the 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.
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<PAGE> 46
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 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.
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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.
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<PAGE> 48
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 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;
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<PAGE> 49
(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.
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
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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 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 Special Age 70-1/2 Distribution.
Notwithstanding any other provisions of the Plan to the contrary,
a Participant may elect to commence distribution of his vested
interest in his separate account as of any date after such
Participant has attained age 70-1/2. Any distribution of a
Participant's interest under this Section 11.5 shall be made in
accordance with the otherwise applicable provisions of Article
XII.
11.6 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, 11.4, or 11.5 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.
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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.
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<PAGE> 52
provided, however, that if any such date shall be a valuation
date, such Participant shall for all purposes 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.
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<PAGE> 53
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 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 $5,000 and the Former
Participant has not attained age 65, no distribution shall be
made to such Former Participant without his written consent.
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<PAGE> 54
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 commencing later than the April
1 following the later of (a) the calendar year in which he
attains age 70-1/2, or (b) except in the case of a Participant
who is a five-percent owner with respect to the Plan Year ending
in the calendar year in which the Participant attains age 70-1/2,
the calendar year in which he retires. 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. A Participant,
other than a five-percent owner, who has attained age 70-1/2 and
has not retired and who has been receiving required minimum
distributions from the Plan for any year prior to 1997 may elect
not to receive any further distributions from the Plan until not
later than April 1 following the calendar year in which he
retires.
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.
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<PAGE> 55
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.
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;
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<PAGE> 56
(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 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.
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<PAGE> 57
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 (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.
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<PAGE> 58
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 financial 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.
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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.
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<PAGE> 60
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 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.
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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,
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<PAGE> 62
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 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.
Within 60 days of the date determined pursuant to paragraph (a)
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<PAGE> 63
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.
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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.
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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:
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(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.
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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 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.
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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.
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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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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
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additional contributions relate. The amounts of 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:
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(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
(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.
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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
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defined contribution plan, a plan for which, as 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
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employee is a participant, and (ii) all other plans
of such Employer, including any plans 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:
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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%
19.4 Top-Heavy 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
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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 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.
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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
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hereby incorporated into and made a part of the Plan.
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
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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:
(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.
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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 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.
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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.
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<PAGE> 83
(c) Distributee: A distributee includes an Employee or
former Employee. In addition, the Employee's 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.
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<PAGE> 84
ARTICLE XXII
MINIMUM EMPLOYER CONTRIBUTION
22.1 Contribution of the Minimum Employer Contribution.
For each Plan year that the Board of Directors of The Goodyear
Tire & Rubber Company authorizes, an Employer shall make a
minimum aggregate contribution to the Plan in cash, at least
equal to a specified dollar amount (the "Minimum Employer
Contribution"). The Minimum Employer Contribution shall be set by
the appropriate resolution of the Board of Directors of The
Goodyear Tire & Rubber Company, or as delegated by the Board
through an appropriate resolution on or before the last day of
the Employer's taxable year that ends with or within such Plan
year.
The Employer shall satisfy the Minimum Employer Contribution by
"employer contributions" made at any time during the Plan year.
The Minimum Employer Contribution shall be deemed to be satisfied
for the Plan year as soon as the total of "employer
contributions" for the Plan year equals the amount of the Minimum
Employer Contribution. For purposes of this Section 22.1,
"employer contributions" means any employer contributions under
Section 404 of the Code, including, but not limited to,
Tax-Deferred Contributions and Matching Employer Contributions.
In accordance with the provisions of Section 18.10, but without
regard to any exception provided in that Section or Section
18.12, the Minimum Employer Contribution, shall not revert to, or
otherwise inure to the benefit of an Employer or any related
corporation.
22.2 Allocation of Minimum Employer Contribution.
The Minimum Employer Contribution for the Plan year shall be
allocated as follows:
(a) First, the Minimum Employer Contribution for the Plan
year shall be allocated during the Plan year to each
Employee who is a Participant on the first day of the
Plan year to the extent that Tax-Deferred
Contributions pursuant to Section 4.2 and Matching
Employer Contributions pursuant to Section 6.3. These
allocations shall be made to each such Participant's
Tax-Deferred Contributions and Matching Employer
Contributions sub-account, respectively.
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<PAGE> 85
(b) Second, the balance of the Minimum Employer
Contribution, if any, remaining after the allocation
in Section 22.2(a) shall be allocated to each
Non-Highly Compensated Employee who is a Participant
on the first day of the Plan year and an Employee on
the last day of the Plan year, in the same ratio that
such Participant's Tax-Deferred Contributions during
the Plan year bears to the Tax-Deferred Contributions
of all such Participants during the Plan year. This
allocation shall be made to each such Participant's
Matching Employer Contributions sub-account.
(c) Third, notwithstanding Article IX, if the total
contributions allocated to a Participant's
sub-accounts exceed the Participant's maximum annual
addition limit for any calendar year as a result of
the Minimum Employer Contribution, then such excess
shall be held in a suspense account as provided under
Section 415 of the Code. Such amounts shall be
applied to reduce Employer contributions in the next,
and succeeding, calendar years.
Each installment of the Minimum Employer Contribution shall be
held in a separate contribution suspense account unless, or
until, allocated on or before the end of the Plan year in
accordance with this Section 22.2. Such suspense account shall
not participate in the allocation of investment gains, losses,
income and deductions of the Trust Fund as a whole, but shall be
invested separately, as directed by the Employer, and all gains,
losses, income and deductions attributable to such investment
shall be allocated in proportion to Section 22.2(a) and (b)
respectively.
Notwithstanding any other provision of the Plan to the contrary,
any allocation of Tax-Deferred Contributions to a Participant's
account shall be made under either Section 4.2 or this Section
22.2, but not both Sections, and any allocation of Matching
Employer Contributions shall be made under either Section 6.3 or
this Section 22.2, as appropriate, but not both Sections.
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<PAGE> 86
EXECUTED at Akron, Ohio, this 23rd day of August, 1999.
THE GOODYEAR TIRE & RUBBER COMPANY
By /s/ Mike L. Burns
----------------------------------
Vice President
Attest:
/s/ P.A. Kemph
---------------------
Assistant Secretary
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<PAGE> 87
ANNEX I
THE GOODYEAR TIRE & RUBBER COMPANY
EMPLOYEE SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES
PROVISIONS APPLICABLE TO CERTAIN
FORMER JACKSON EMPLOYEES
Notwithstanding anything to the contrary contained in the Plan or
the Trust Agreement, each person who was in the employ of the compression and
injection molded, thermoset, sheet molded compound and reinforced thermoplastic
products for original equipment manufacturers of passenger cars, light trucks,
and heavy duty trucks business conducted by the Company at its Jackson, Ohio,
plant (the "Jackson Business") on June 30, 1997, and who became an employee of
Cambridge Industries, Inc. ("Cambridge")or any subsidiary or affiliate of
Cambridge on June 30, 1997, as a result of the sale of substantially all the
assets of the Jackson Business to Cambridge (a "Former Jackson Employee") shall
have his entire interest under the Plan fully vested as of June 30, 1997, and
thereafter his interest shall be nonforfeitable.
<PAGE> 88
ANNEX II
THE GOODYEAR TIRE & RUBBER COMPANY
EMPLOYEE SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES
PROVISIONS APPLICABLE TO CERTAIN
FORMER CALHOUN EMPLOYEES
Notwithstanding anything to the contrary contained in the Plan or
the Trust Agreement, each person who was in the employ of the business conducted
by the Company at, through, or in support of the Calhoun Facility: (i) of
developing, manufacturing, marketing, distributing, selling, and servicing
carboxylated styrene butadiene latices and any other products (other than vinyl
pyridine latices) which are currently or have been previously manufactured at,
or are currently or have been under development for manufacture at the Calhoun
Facility, and (ii) developing (to the extent pertaining exclusively to Calhoun
Facility products or processes), manufacturing, marketing, distributing,
selling, and servicing vinyl pyridine latices in North America and exporting
vinyl pyridine latices from North America (the "Calhoun Business") on February
28, 1998, and who became an employee of Gencorp Inc. ("Gencorp") or any
subsidiary or affiliate of Gencorp on February 28, 1998, as a result of the sale
of certain assets of the Calhoun Business to Gencorp shall have his entire
interest under the Plan fully vested as of February 28, 1998, and thereafter his
interest shall be nonforfeitable.
AUTHOR MUST RETAIN HISTORY SHEET FOR FUTURE REFERENCING OF DOCUMENT ID NUMBER.
THE HISTORY SHEET WILL AUTOMATICALLY BE UPDATED BY THE WORD PROCESSING CENTER.
