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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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<TABLE>
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        ARTICLE                                                                                            PAGE
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                                TABLE OF CONTENTS


<S>      <C>                                                                                               <C>
I        THE PLAN.............................................................................................1

II       DEFINITIONS..........................................................................................2

         2.1         Meaning of Definitions...................................................................2
         2.2         Pronouns.................................................................................8

III      EMPLOYEE PARTICIPATION...............................................................................9

         3.1         Eligibility and Election to Participate..................................................9
         3.2         Notification of New Participants.........................................................9
         3.3         Effect and Duration......................................................................9
         3.4         Changes in Employment Status; Transfers
                     of Employment............................................................................9
         3.5         Reemployment of a Participant...........................................................10
         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
</TABLE>


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        ARTICLE                                                                                            PAGE
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<S>      <C>                                                                                               <C>
         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
</TABLE>


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        ARTICLE                                                                                            PAGE
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<S>      <C>                                                                                               <C>
         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
</TABLE>


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        ARTICLE                                                                                            PAGE
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<S>      <C>                                                                                               <C>
         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
</TABLE>


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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.



                                     - 10 -
<PAGE>   16


                                   ARTICLE IV

                           TAX-DEFERRED CONTRIBUTIONS
                         MADE ON BEHALF OF PARTICIPANTS

4.1            Tax-Deferred Contributions.

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

4.2            Amount of Tax-Deferred Contributions.

               The amount of Tax-Deferred Contributions to be made to the Plan
               on behalf of a Participant by his Employer shall be an integral
               percentage of his Compensation of not less than one percent nor
               more than 16 percent and shall not, when aggregated with all
               other elective deferrals of the Participant with respect to the
               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.


                                     - 11 -
<PAGE>   17



               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




                                     - 12 -
<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







                                     - 13 -
<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.




                                     - 14 -
<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.




                                     - 15 -
<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.





                                     - 16 -
<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.




                                     - 17 -
<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.




                                     - 18 -
<PAGE>   24

                                   ARTICLE VI

                         MATCHING EMPLOYER CONTRIBUTIONS

6.1            Payment of Contributions.

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

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

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

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





                                     - 19 -
<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.






                                     - 20 -
<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.



                                     - 21 -
<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





                                     - 22 -
<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,




                                     - 23 -
<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.



                                     - 24 -
<PAGE>   30

                                   ARTICLE VII

                     DEPOSIT AND INVESTMENT OF CONTRIBUTIONS

7.1            Deposit of Contributions.

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

7.2            Investment Elections of Participants.

               Each Participant shall, upon electing to participate under the
               Plan in accordance with the provisions of Section 3.1, make an
               investment election in the manner prescribed by the Company,
               directing the manner in which his Tax-Deferred Contributions and
               After-Tax Contributions shall be deposited and held by the
               Trustee. The investment election of a Participant with respect to
               his Tax-Deferred Contributions and After-Tax Contributions shall
               specify the percentage of such contributions that is to be
               deposited in each of the Investment Funds, which percentage
               amounts must be whole percentage amounts not in excess in the
               aggregate of 100%. The investment election by a Participant shall




                                     - 25 -
<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.





                                     - 26 -
<PAGE>   32




                                  ARTICLE VIII

               ESTABLISHMENT OF FUNDS AND PARTICIPANTS' ACCOUNTS

8.1            Establishment of General Fund.

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

8.2            Investment Funds.

               The Trustee shall establish the following Investment Funds:

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

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

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

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

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

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




                                     - 27 -
<PAGE>   33

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

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

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

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

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

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

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




                                     - 28 -
<PAGE>   34

               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.




                                     - 29 -
<PAGE>   35


               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




                                     - 30 -
<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.



                                     - 31 -
<PAGE>   37


                                   ARTICLE IX

                     LIMITATIONS ON ALLOCATIONS TO ACCOUNTS


9.1            Limitation on Crediting of Contributions.

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

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





                                     - 32 -
<PAGE>   38

                                       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





                                     - 33 -
<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





                                     - 34 -
<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





                                     - 35 -
<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




                                     - 36 -
<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,




                                     - 37 -
<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.




                                     - 38 -
<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




                                     - 39 -
<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.




                                     - 40 -
<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.




                                     - 41 -
<PAGE>   47


                                   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.





                                     - 42 -
<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;




                                     - 43 -
<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




                                     - 44 -
<PAGE>   50

                           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.




                                     - 45 -
<PAGE>   51


                                   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.




                                     - 46 -
<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.



                                     - 47 -
<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.








                                     - 48 -
<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.


                                     - 49 -
<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;


                                     - 50 -
<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.




                                     - 51 -
<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.




                                     - 52 -
<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.




                                     - 53 -
<PAGE>   59

                                  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.



                                     - 54 -
<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.




                                     - 55 -
<PAGE>   61

                                   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,


                                     - 56 -
<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)








                                     - 57 -
<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.




                                     - 58 -
<PAGE>   64

                                   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.



                                     - 59 -
<PAGE>   65

                                   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:




                                     - 60 -
<PAGE>   66


               (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.




                                     - 61 -
<PAGE>   67


               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.



                                     - 62 -
<PAGE>   68


                                  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.




                                     - 63 -
<PAGE>   69

                                  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.




                                     - 64 -
<PAGE>   70


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











                                     - 65 -
<PAGE>   71

               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:


                                     - 66 -
<PAGE>   72

               (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.




                                     - 67 -
<PAGE>   73

                                   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




                                     - 68 -
<PAGE>   74

                           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




                                     - 69 -
<PAGE>   75

                           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:




                                     - 70 -
<PAGE>   76

                                                         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



                                     - 71 -
<PAGE>   77


               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.




                                     - 72 -
<PAGE>   78

                                   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





                                     - 73 -
<PAGE>   79

                           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




                                     - 74 -
<PAGE>   80

                           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.




                                     - 75 -
<PAGE>   81


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.





                                     - 76 -
<PAGE>   82

                                   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.





                                     - 77 -
<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.




                                     - 78 -
<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.




                                     - 79 -
<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.




                                     - 80 -
<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





                                     - 81 -
<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.