<PAGE> 1
Exhibit 4
FIRST AMENDMENT
TO
CELERON CORPORATION EMPLOYEE SAVINGS PLAN
(January 1, 1997 Restatement)
The Celeron Corporation Employee Savings Plan (the "Plan"), originally
established effective as of April 1, 1985, amended and restated most recently as
of January 1, 1997, is hereby further amended by the addition of a new Article
XXII of the Plan to provide as follows.
ARTICLE XXII
MERGER OF PLAN INTO THE GOODYEAR TIRE & RUBBER COMPANY
EMPLOYEE SAVINGS PLAN FOR SALARIED EMPLOYEES
22.1 MERGER OF PLANS.
Effective as of the close of business on December 31, 1999, the
Plan is hereby merged into and made a part of the The Goodyear Tire
& Rubber Company Savings Plan for Salaried Employees (the "Salaried
Savings Plan"), and the trust is hereby merged into and made a part
of the trust maintained in connection with the Salaried Savings Plan.
Effective January 1, 2000, the provisions of the Salaried Savings Plan
and the related trust shall govern with respect to the interests of the
Participants and Former Participants in the Plan.
22.2 TRANSFER OF ASSETS.
As soon as possible on or after January 1, 2000, the Trustee shall
transfer all the assets held under the Plan to the trustee of the trust
maintained in connection with the Salaried Savings Plan, such assets to
be held, administered, and disposed of by the trustee of the trust
maintained in connection with the Salaried Savings Plan under the
terms, conditions, and provisions of the Salaried Savings Plan and its
related trust.
22.3 DISPOSITION OF ACCOUNTS.
As soon as possible after the assets held under the Plan are
transferred to the trust maintained in connection with the Salaried
Savings Plan in accordance with Section 22.2, the account and sub-
accounts of each person under the Plan shall be closed.
<PAGE> 2
22.4 EFFECTS OF MERGER.
Notwithstanding any other provisions of the Plan to the contrary, the
sole provisions of the Plan and Trust which continue to have any effect
on and after January 1, 2000, shall be the provisions of this Article
XXII, except to the extent that any other provisions are specifically
given effect under the Salaried Savings Plan or its related trust. The
Plan and Trust shall not be deemed terminated or discontinued by reason
of the merger of the Plan into the Salaried Savings Plan, the merger of
the Trust into the trust maintained in connection with the Salaried
Savings Plan, or otherwise by the operation of this Article XXII.
* * *
EXECUTED at Akron, Ohio, this 21st day of December, 1999.
CELERON CORPORATION
By: /s/ Stephanie W. Bergeron
-----------------------------------
Vice President, Treasurer,
and Assistant Comptroller
Attest:
/s/ P. A. Kemph
------------------------------
Assistant Secretary
2
