<PAGE>

                                                                     Exhibit 4.1




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                       THE GOODYEAR TIRE & RUBBER COMPANY


                                       AND


              EQUISERVE TRUST COMPANY, N.A., SUCCESSOR RIGHTS AGENT




                      AMENDED AND RESTATED RIGHTS AGREEMENT


                           (EFFECTIVE APRIL 15, 2002)










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<PAGE>


                                TABLE OF CONTENTS
                                -----------------

<TABLE>
<CAPTION>

                                                                                                               Page
                                                                                                               ----
<S>               <C>                                                                                           <C>
RIGHTS AGREEMENT

Section 1.        Certain Definitions.............................................................................1

Section 2.        Appointment of Rights Agent.....................................................................9

Section 3.        Issue of Right Certificates.....................................................................9

Section 4.        Form of Right Certificates.....................................................................11

Section 5.        Countersignature and Registration..............................................................12

Section 6.        Transfer, Split Up, Combination and Exchange of Right Certificates;
                  Mutilated, Destroyed, Lost or Stolen Right Certificates........................................12

Section 7.        Exercise of Rights; Purchase Price; Expiration Date of Rights..................................13

Section 8.        Cancellation and Destruction of Right Certificates.............................................15

Section 9.        Reservation and Availability of Shares of Capital Stock........................................15

Section 10.       Preferred Stock Record Date....................................................................16

Section 11.       Adjustment of Purchase Price, Number and Kind of Shares or Number of
                  Rights.........................................................................................17

Section 12.       Certificate of Adjusted Purchase Price or Number of Shares.....................................25

Section 13.       Combination, Consolidation, Merger or Sale or Transfer of Assets or
                  Earning Power..................................................................................25

Section 14.       Fractional Rights and Fractional Shares........................................................27

Section 15.       Rights of Action...............................................................................28

Section 16.       Agreement of Right Holders.....................................................................29
</TABLE>



                                       -i-

<PAGE>


<TABLE>

<S>               <C>                                                                                           <C>
Section 17.       Right Certificate Holder Not Deemed a Shareholder..............................................30

Section 18.       Concerning the Rights Agent....................................................................30

Section 19.       Merger or Consolidation or Change of Name of Rights Agent......................................30

Section 20.       Duties of Rights Agent.........................................................................31

Section 21.       Change of Rights Agent.........................................................................33

Section 22.       Issuance of New Right Certificates.............................................................34

Section 23.       Redemption and Termination.....................................................................34

Section 24.       Exchange.......................................................................................36

Section 25.       Notice of Certain Events.......................................................................37

Section 26.       Notices........................................................................................38

Section 27.       Supplements and Amendments.....................................................................38

Section 28.       Successors.....................................................................................39

Section 29.       Determinations and Actions by the Board of Directors, etc......................................39

Section 30.       Benefits of This Agreement.....................................................................40

Section 31.       Severability...................................................................................40

Section 32.       Governing Law..................................................................................40

Section 33.       Counterparts...................................................................................40

Section 34.       Descriptive Headings...........................................................................40

Exhibit A         Form of Articles of Amendment.................................................................A-1

Exhibit B         Form of Rights Certificate....................................................................B-1

Exhibit C         Summary of Rights to Purchase Preferred Stock.................................................C-1
</TABLE>



                                      -ii-

<PAGE>



                      AMENDED AND RESTATED RIGHTS AGREEMENT
                      -------------------------------------

         AMENDED AND RESTATED RIGHTS AGREEMENT, dated as of April 15, 2002 (the
"Agreement"), between THE GOODYEAR TIRE & RUBBER COMPANY, a Ohio corporation
(the "Company"), and EQUISERVE TRUST COMPANY, N.A., a Delaware corporation (the
"Rights Agent").


                              W I T N E S S E T H:
                              -------------------

         WHEREAS, the Board of Directors of the Company on June 4, 1996 (the
"Rights Dividend Declaration Date") authorized and declared a dividend
distribution (the "Distribution") of one Right for each outstanding share of the
Common Stock, without par value, of the Company (the "Common Stock") outstanding
at the close of business on July 29, 1996 (the "Record Date") and has authorized
the issuance of one Right (as such number may hereinafter be adjusted pursuant
to the provisions of Section 11(i) hereof) in respect of each share of Common
Stock issued (whether originally issued or delivered from the Company's treasury
shares) between the Record Date and the earlier of the Distribution Date or the
Expiration Date (as such terms are hereinafter defined), each Right initially
representing the right to purchase, under certain circumstances, one
one-hundredth of a share of Series B Preferred Stock having the rights, powers
and preferences set forth in the Articles of Amendment attached hereto as
Exhibit A, upon the terms and subject to the conditions hereinafter set forth
(the "Rights");

         NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:

         SECTION 1. CERTAIN DEFINITIONS. For purposes of this Agreement, the
following terms have the meanings indicated:

               (a) "Acquiring Person" shall mean any Person (as such term is
          hereinafter defined) who or which, together with all Affiliates (as
          such term is hereinafter defined) and Associates (as such term is
          hereinafter defined) of such Person, shall be the Beneficial Owner (as
          such term is hereinafter defined) of securities of the Company
          constituting a Substantial Block (as such term is hereinafter
          defined), but shall not include (i) the Company, any Subsidiary (as
          such term is hereinafter defined) of the Company, any employee benefit
          plan of the Company or of any Subsidiary of the Company or any Person
          organized, appointed or established by the Company or any Subsidiary
          of the Company for or pursuant to the terms of any such plan, (ii) any
          Person who or which, together with all Affiliates and Associates of
          such Person, is a Permitted Institutional Investor (and has not
          thereafter become a Restricted Investor), (iii) any Person who or
          which, together with all



                                       1
<PAGE>

          Affiliates and Associates of such Person, becomes the Beneficial Owner
          of a Substantial Block solely as a result of a change in the aggregate
          number of shares of the Common Stock or other voting securities of the
          Company outstanding since the last date on which such Person acquired
          Beneficial Ownership of any securities of the Company constituting
          such Substantial Block, or (iv) any Person who or which, together with
          all Affiliates and Associates of such Person, becomes the Beneficial
          Owner of a Substantial Block in the good faith belief that such
          acquisition would not (x) cause such Person and its Affiliates and
          Associates to become the Beneficial Owner of a Substantial Block and
          such Person relied in good faith in computing the percentage of its
          voting power on publicly filed reports or documents of the Company
          which are inaccurate or out-of-date or (y) otherwise cause a
          Distribution Date or the adjustment provided for in Section 11(a) to
          occur. Notwithstanding clause (iv) of the prior sentence, if any
          Person that is not an Acquiring Person due to such clause (iv) does
          not cease to be the Beneficial Owner of a Substantial Block by the
          close of business on the last Business Day of a period to be
          determined by the Board of Directors of the Company and specified in a
          notice from the Company that such Person is the Beneficial Owner of a
          Substantial Block, such Person shall, at the end of such specified
          period, become an Acquiring Person (and such clause (iv) shall no
          longer apply to such Person). No failure by the Board of Directors of
          the Company to give such notice for a period of time, and no notice
          specifying a particular time period by which such Person must cease to
          be the Beneficial Owner of a Substantial Block, shall be deemed a
          waiver of the right of the Board of Directors to subsequently give or
          modify such notice. For purposes of this definition, the determination
          whether any Person acted in "good faith" shall be conclusively
          determined by the Board of Directors of the Company, acting by a vote
          of those directors of the Company whose approval would be required to
          redeem the Rights under Section 23 hereof.

               (b) "Act" shall have the meaning set forth in Section 9(c)
          hereof.

               (c) "Adjustment Shares" shall have the meaning set forth in
          Section 11(a)(ii) hereof.

               (d) "Affiliate" and "Associate" shall have the respective
          meanings ascribed to such terms in Rule 12b-2 of the General Rules and
          Regulations under the Exchange Act, as in effect on the date hereof.

               (e) "Agreement" shall have the meaning set forth in the
          introduction hereto.

               (f) A Person shall be deemed the "Beneficial Owner" of and shall
          be deemed to "beneficially own" any securities:

                    (i) which such Person or any of such Person's Affiliates or
               Associates has, directly or indirectly, the right to acquire
               (whether such right is exercisable immediately or only after the
               passage of time or upon the occurrence of an event) pursuant to
               any agreement, arrangement or understanding (whether or not in


                                       2
<PAGE>

               writing), or upon the exercise of conversion rights, exchange
               rights, rights, warrants or options, or otherwise; provided,
               however, that a Person shall not be deemed the "Beneficial Owner"
               of, or to "beneficially own," (1) securities tendered pursuant to
               a tender or exchange offer made by such Person or any of such
               Person's Affiliates or Associates until such tendered securities
               are accepted for purchase or exchange, (2) securities issuable
               upon exercise of Rights at any time prior to the occurrence of a
               Triggering Event, or (3) securities issuable upon exercise of
               Rights from and after the occurrence of a Triggering Event (as
               such term is hereinafter defined), which Rights were acquired by
               such Person or any of such Person's Affiliates or Associates
               prior to the Distribution Date or pursuant to Section 3(a) hereof
               ("Original Rights") or pursuant to Section 11(i) or Section 22
               hereof in connection with an adjustment made with respect to any
               Original Rights; or

                    (ii) which such Person or any of such Person's Affiliates or
               Associates has, directly or indirectly, the right to vote or
               dispose of or has "beneficial ownership" of (as determined
               pursuant to Rule 13d-3 of the General Rules and Regulations under
               the Exchange Act), including pursuant to any agreement,
               arrangement or understanding (whether or not in writing);
               provided, however, that a Person shall not be deemed the
               Beneficial Owner of, or to "beneficially own," any security under
               this subparagraph (ii) if the agreement, arrangement or
               understanding to vote such security (1) arises solely from a
               revocable proxy given in response to a public proxy or consent
               solicitation made pursuant to, and in accordance with, the
               applicable rules and regulations of the Exchange Act and (2) is
               not then reportable on Schedule 13D under the Exchange Act (or
               any comparable or successor report);

                    (iii) which are beneficially owned, directly or indirectly,
               by any other Person with which such Person or any of such
               Person's Affiliates or Associates has any agreement, arrangement
               or understanding (whether or not in writing) for the purpose of
               acquiring, holding, voting (except pursuant to a revocable proxy
               as described in the proviso to subparagraph (ii) of this
               paragraph (f)) or disposing of any securities of the Company; or

                    (iv) which are directly, indirectly or constructively owned
               by such Person or any of such Person's Affiliates or Associates,
               within the meaning of Section 958 of the Internal Revenue Code of
               1986, as amended.

               Notwithstanding the foregoing, nothing contained in this
          definition shall cause a Person ordinarily engaged in business as an
          underwriter of securities to be the "Beneficial Owner" of, or to
          "beneficially own, any securities acquired in a bona fide firm
          commitment underwriting pursuant to an underwriting agreement with the
          Company.

               (g) "Business Day" shall mean any day other than a Saturday,
          Sunday, or a day on which banking institutions in either the State of
          Ohio or the state (if other than Ohio) in which the principal office
          of the Rights Agent are authorized or obligated by law or


                                       3
<PAGE>


          executive order to close.

               (h) "Certification" shall have the meaning set forth in Section
          18 hereof.

               (i) "close of business" on any given date shall mean 5:00 P.M.,
          Akron time, on such date; provided, however, if such date is not a
          Business Day it shall mean 5:00 P.M., Akron time, on the next
          succeeding Business Day.

               (j) "Common Stock" when used with reference to the Company shall
          mean the Common Stock, without par value, of the Company. "Common
          Stock" when used with reference to any Person other than the Company
          shall mean the capital stock with the greatest voting power of such
          Person or the equity securities or other equity interest having power
          to control or direct the management of such Person.

               (k) "common stock equivalent" shall have the meaning set forth in
          Section 11(a)(iii).

               (l) "Company" shall mean The Goodyear Tire & Rubber Company, an
          Ohio corporation.

               (m) "Current Value" shall have the meaning set forth in Section
          11(a)(iii) hereof.

               (n) "current market price" shall have the meaning set forth in
          Section 11(d) hereof.

               (o) "Distribution" shall have the meaning set forth in the
          recitals hereto.

               (p) "Distribution Date" shall mean the earlier of (i) the close
          of business on the tenth Business Day after the Shares Acquisition
          Date (or, if the tenth Business Day after the Shares Acquisition Date
          occurs before the Record Date, the close of business on the Record
          Date) or (ii) the close of business on the tenth Business Day after
          the date of the commencement of, or first public announcement of the
          intent of any Person to commence, a tender or exchange offer if, upon
          consummation thereof, such Person would be an Acquiring Person.

               (q) "Divestiture Period" shall mean the 180 day period following
          the date any Permitted Institutional Investor files, or is required to
          file, a Schedule 13D with the Securities and Exchange Commission in
          respect of the Common Stock.

               (r) "Exchange Act" shall mean the Securities Exchange Act of
          1934, as amended.

               (s) "Exchange Ratio" shall have the meaning set forth in Section
          24(a) hereof.

               (t) "Expiration Date" shall mean the earlier of (i) the Final
          Expiration Date, (ii) the


                                       4
<PAGE>


          time at which the Rights are redeemed as provided in Section 23
          hereof, or (iii) the time at which all exercisable Rights are
          exchanged as provided in Section 24 hereof.

               (u) "Final Expiration Date" shall mean the close of business on
          July 29, 2006.

               (v) "Independent Director" shall mean any member of the Board of
          Directors of the Company, while such person is a member of the Board,
          who is not an Acquiring Person, or an Affiliate or Associate of an
          Acquiring Person, or a representative or nominee of an Acquiring
          Person or any such Affiliate or Associate, and was a member of the
          Board prior to the time that any Person becomes an Acquiring Person,
          and any successor of any Independent Director, while such successor is
          a member of the Board, who is not an Acquiring Person or an Affiliate
          or Associate of an Acquiring Person, or a representative or nominee of
          an Acquiring Person or of any such Affiliate or Associate, and is
          elected by a vote of the shareholders of the Company or by a majority
          of the Independent Directors; provided, that any member of the Board
          who is a Qualified Acquiring Person, or an Affiliate or Associate of a
          Qualified Acquiring Person or a representative or nominee of a
          Qualified Acquiring Person or of any such Affiliate or Associate, who
          was elected by the shareholders of the Company or by a majority of the
          Independent Directors shall also be an Independent Director.

               (w) "Original Rights" shall have the meaning set forth in the
          definition of "Beneficial Owner" above.

               (x) "Permitted Institutional Investor" shall mean any Qualified
          Institutional Investor that is not required to file with the
          Securities and Exchange Commission a Schedule 13D (or any successor
          form) in respect of the Common Stock; provided that such Person (a) is
          not and does not become the Beneficial Owner of a Prohibited Block and
          (b) is not and does not become Restricted Investor; and provided
          further that such person shall have delivered a Permitted
          Institutional Investor Certification to the Company prior to becoming
          the Beneficial Owner of a Substantial Block. For avoidance of doubt,
          in the event a Permitted Institutional Investor becomes the Beneficial
          Owner of securities of the Company constituting a Prohibited Block,
          such Person shall immediately be deemed to be an Acquiring Person.

               (y) "Permitted Institutional Investor Certification" shall mean a
          written representation of a Person, together with all Affiliates and
          Associates of such Person, including its control persons and parent
          holding companies, to the Company in substantially the following form:

                    [Each of] the Undersigned is not required, and does not
               presently intend or expect to be required, to filed a Schedule
               13D with the Securities and Exchange Commission with respect to
               the common stock of The Goodyear Tire & Rubber Company it now or
               hereafter beneficially owns (as defined in Rule 13d-3 of the
               General Rules and Regulations under the Securities Exchange Act


                                       5
<PAGE>

               of 1934).

               (z) "Person" shall mean any individual, firm, corporation,
          partnership, association, joint stock company, trust, business trust,
          government or political subdivision, any unincorporated organization,
          or any other association or entity, including any "group" within the
          meaning of Section 13(d)(3) of the Exchange Act and the General Rules
          and Regulations thereunder.

               (aa) "Preferred Stock" shall mean shares of Series B Preferred
          Stock, without par value, of the Company having the rights and
          preferences set forth in the form of Certificate of Amendment To
          Amended Articles of Incorporation attached to this Agreement as
          Exhibit A.

               (bb) "Principal Party" shall have the meaning set forth in
          Section 13(b) hereof.

               (cc) "Prohibited Block" shall mean a number of shares of the
          Common Stock equal to or in excess of 20% of the number of shares of
          the Common Stock then outstanding.

               (dd) "Purchase Price" shall mean initially $250 per one
          one-hundredth of a share of Preferred Stock and shall be subject to
          adjustment from time to time as provided in this Agreement.

               (ee) "Qualified Acquiring Person" shall mean any Person
          (including an Acquiring Person) who or which has made a Qualified
          Offer.

               (ff) "Qualified Institutional Investor" shall mean any of the
          following Persons, together with all Affiliates and Associates of such
          Person, including its control persons and parent holding companies:
          (i) a bank as defined in Section 3(a)(6) of the Exchange Act, (ii) an
          insurance company as defined in Section 3(a)(19) of the Exchange Act,
          (iii) an investment company registered under Section 8 of the
          Investment Company Act of 1940, or (iv) any Person registered as an
          investment adviser under Section 203 of the Investment Advisors Act of
          1940.

               (gg) "Qualified Offer" shall mean an offer for all of the
          outstanding shares of the Common Stock which meets all of the
          following requirements:

                           (i)      such offer is: (1) an all-cash offer for all
                                    of the shares of the Common Stock
                                    outstanding and the Person making the offer
                                    (prior to the date such offer is commenced
                                    within the meaning of Rule 14d-2(a) of the
                                    General Rules and Regulations under the
                                    Exchange Act) has (A) cash or cash
                                    equivalents on hand for the full amount
                                    necessary to consummate such all-cash offer
                                    and has irrevocably


                                       6
<PAGE>


                                    committed in writing to the Company to
                                    utilize such cash or cash equivalents for
                                    such purpose, or (B) has obtained financing
                                    in the full amount necessary to consummate
                                    such offer and has entered into, and
                                    provided to the Company with complete copies
                                    of, definitive financing agreements for
                                    funds for such offer which, when added to
                                    the amount of cash and cash equivalents
                                    available as provided in clause (A) above,
                                    are in an amount not less than the full
                                    amount necessary to consummate such offer,
                                    which agreements are with one or more
                                    responsible financial institutions having
                                    the capacity to provide such funds; where
                                    "the full amount" shall be an amount
                                    sufficient to pay for all shares of the
                                    Common Stock outstanding on a fully diluted
                                    basis in cash pursuant to the offer and to
                                    pay all related expenses; or (2) an exchange
                                    or other similar offer to acquire all of the
                                    shares of the Common Stock outstanding for
                                    securities or a combination of securities
                                    and cash (which cash component, if any,
                                    shall be fully-financed as provided at
                                    subpart (1) above); and

                           (ii)     such offer remains open for at least 60
                                    Business Days; provided, however, that (A)
                                    if there is an increase in the price of such
                                    offer, such amended offer shall remain open
                                    for at least an additional 30 Business Days
                                    after the last such increase, and (B) such
                                    offer must remain open for at least an
                                    additional 30 Business Days after the date,
                                    if any, on which such Person reduces the per
                                    share price offered; and

                           (iii)    such offer is accompanied by a written
                                    opinion, in customary form, of a nationally
                                    recognized investment banking firm which is
                                    addressed to the Company and the holders of
                                    the Common Stock (other than the Person
                                    making such offer) and states that the
                                    consideration to be paid (whether in cash,
                                    securities or a combination of cash and
                                    securities) to the holders of the Common
                                    Stock pursuant to the offer is fair to such
                                    holders from a financial point of view and
                                    includes any written presentation of such
                                    firm showing the analysis and range of
                                    values underlying such conclusion and such
                                    written opinion is dated, and is provided to
                                    the Company, within five Business Days and
                                    not less than two Business Days prior to the
                                    date such offer is commenced, and an updated


                                       7
<PAGE>

                                    version of such opinion is dated and
                                    provided to the Company with two Business
                                    Days prior to the date the offer is
                                    consummated.

               (hh) "Record Date" shall mean the close of business on July 29,
          1996.

               (ii) "Redemption Price" shall have the meaning set forth in
          Section 23(a) hereof.

               (jj) "Restricted Investor" shall mean a Permitted Institutional
          Investor that is the Beneficial Owner of securities of the Company
          constituting a Substantial Block, but not a Prohibited Block, that
          files, or is or becomes required to file, with the Securities and
          Exchange Commission a Schedule 13D in respect of the Common Stock, and
          either (i) has not reduced its beneficial ownership of Common Stock to
          an amount below a Substantial Block within the Divestiture Period or
          (ii) during the Divestiture Period (while the Beneficial Owner of a
          Substantial Block) takes any of the following actions: (A) calls, or
          supports the call, of a special meeting of shareholders of the
          Company; (B) nominates (or votes for) candidates for director of the
          Company not nominated by the Nominating Committee of the Board of
          Directors of the Company; (C) engages in any conduct intended to
          change or influence control (as defined in 12 CFR 225.2(e)) over the
          Company; or (D) publicly announces its intent to acquire additional
          shares of Common Stock or to not reduce its holdings to less than a
          Substantial Block, or to sell or otherwise transfer any shares of
          Common Stock beneficially owned by it to another Person that, together
          with all Affiliates and Associates of such Person, intends to acquire
          more than a Substantial Block. A Permitted Institutional Investor
          shall become a Restricted Investor upon the occurrence of any of the
          events described in (i) or (ii) of the immediately preceding sentence.
          A Permitted Institutional Investor shall be deemed to be an Acquiring
          Person on the date such Person becomes a Restricted Investor.

               (kk) "Right Certificate" shall have the meaning set forth in
          Section 3(a) hereof.

               (ll) "Rights" shall have the meaning set forth in the recitals
          hereto.

               (mm) "Rights Agent" shall mean EquiServe Trust Company, N.A, and
          its successors and assigns, the successor rights agent to First
          Chicago Trust Company of New York.

               (nn) "Rights Dividend Declaration Date" shall mean June 4, 1996.

               (oo) "Section 11(a)(ii) Event" shall mean any event described in
          Section 11(a)(ii).

               (pp) "Section 11(a)(ii) Trigger Date"shall have the meaning set
          forth in Section 11(a)(iii).

               (qq) "Section 13 Event" shall mean any event described in Section
          13(a).


                                       8
<PAGE>


               (rr) "Shares Acquisition Date" shall mean the first date of
          public announcement (which, for purposes of this definition, includes
          a report filed pursuant to Section 13(d) of the Exchange Act) by the
          Company or an Acquiring Person that an Acquiring Person has become
          such.

               (ss) "Spread" shall have the meaning set forth in Section
          11(a)(iii) hereof.

               (tt) "Subsidiary" shall mean, with reference to any Person, any
          corporation (or other legal entity) of which an amount of voting
          securities (or comparable ownership interests) sufficient to elect at
          least a majority of the directors (or comparable persons) of such
          corporation (or other legal entity) is beneficially owned or otherwise
          controlled, directly or indirectly, by such Person.

               (uu) "Substantial Block" shall mean a number of shares of the
          Common Stock equal to or in excess of 15% of the number of shares of
          the Common Stock then outstanding.

               (vv) "Substitution Period" shall have the meaning set forth in
          Section 11(a)(iii) hereof.

               (ww) "Summary of Rights" shall have the meaning set forth in
          Section 3(b) hereof.

               (xx) "Trading Day" shall have the meaning set forth in Section
          11(d) hereof.

               (yy) "Triggering Event" shall mean any Section 11(a)(ii) Event or
          Section 13 Event.

               (zz) "Voting Shares" shall mean all capital stock of the Company
          authorized to be issued from time to time under the Amended Articles
          of Incorporation of the Company which by its terms may be voted on all
          matters submitted to shareholders of the Company generally.


         SECTION 2. APPOINTMENT OF RIGHTS AGENT. The Company hereby appoints the
Rights Agent to act as agent for the Company in accordance with the terms and
conditions hereof, and the Rights Agent hereby accepts such appointment. The
Company may from time to time act as Co-Rights Agent and may from time to time,
upon ten calendar days' written notice to the Rights Agent, appoint such other
Co-Rights Agents as it may deem necessary or desirable. In no event shall the
Rights Agent have any duty to supervise or in any way be liable for such
Co-Rights Agents.

         SECTION 3. ISSUE OF RIGHT CERTIFICATES. (a) Until the Distribution
Date, (i) the Rights will be evidenced (subject to the provisions of paragraph
(b) of this Section 3) by the certificates for the Common Stock registered in
the names of the holders of the Common Stock (which certificates


                                       9
<PAGE>


for the Common Stock shall be deemed also to be Right Certificates) and not by
separate Right Certificates, and (ii) the right to receive Right Certificates
will be transferable only in connection with the transfer of the Common Stock.
As soon as practicable after receipt by the Rights Agent of written notice from
the Company of the Distribution Date, the Rights Agent, at the Company's
expense, will send by first-class, postage prepaid mail, to each record holder
of the Common Stock as of the close of business on the Distribution Date, at the
address of such holder shown on the records of the Company, a Right Certificate,
in substantially the form of Exhibit B hereto, evidencing one Right for each
share of the Common Stock so held, subject to adjustment as provided herein. As
of and after the close of business on the Distribution Date, the Rights will be
evidenced solely by such Right Certificates.

         (b) As soon as practicable following the Record Date, the Company will
send a copy of a Summary of Rights to Purchase Common Stock, in substantially
the form attached hereto as Exhibit C (the "Summary of Rights"), by prepaid
mail, to each record holder of the Common Stock as of the close of business on
the Record Date, at the address of such holder shown on the records of the
Company. With respect to certificates for the Common Stock outstanding as of the
Record Date, until the Distribution Date, the Rights will be evidenced by such
certificates for the Common Stock, and the registered holders of the Common
Stock shall also be the registered holders of the associated Rights. Until the
Distribution Date (or earlier redemption or expiration of the Rights), the
surrender for transfer of any of the certificates for the Common Stock
outstanding on the Record Date shall also constitute the transfer of the Rights
associated with the Common Stock represented by such certificate.

         (c) Rights shall be issued in respect of all shares of Common Stock
issued after the Record Date but prior to the earlier of the Distribution Date
or the Expiration Date, or, in certain circumstances provided in Section 22
hereof, after the Distribution Date. Certificates representing such shares of
Common Stock shall have impressed on, printed on, written on or otherwise
affixed to them the following legend:

               This certificate also evidences and entitles the holder hereof to
          certain Rights as set forth in a Amended and Restated Rights Agreement
          between THE GOODYEAR TIRE & RUBBER COMPANY and EQUISERVE TRUST
          COMPANY, N.A., as Rights Agent, dated as of April 15, 2002 (the
          "Rights Agreement"), the terms of which are hereby incorporated herein
          by reference and a copy of which is on file at the principal executive
          offices of THE GOODYEAR TIRE & RUBBER COMPANY. Under certain
          circumstances, as set forth in the Rights Agreement, such Rights will
          be evidenced by separate certificates and will no longer be evidenced
          by this certificate. THE GOODYEAR TIRE & RUBBER COMPANY will mail to
          the holder of this certificate a copy of the Rights Agreement (as in
          effect on the date of mailing) without charge promptly after receipt
          of a written request therefor. Under certain circumstances, Rights
          which are or were beneficially owned by Acquiring Persons or their
          Affiliates or Associates (as such terms are defined in the Rights
          Agreement), and any subsequent holder of such Rights, may become null
          and void.


                                       10
<PAGE>


         After the due execution of any supplement or amendment to this
Agreement in accordance with the terms hereof, the reference to this Agreement
in the foregoing legend shall mean the Agreement as so supplemented or amended.
Until the Distribution Date, the Rights associated with the Common Stock
represented by certificates containing the foregoing legend shall be evidenced
by such certificates alone, and the surrender for transfer of any of such
certificates shall also constitute the transfer of the Rights associated with
the Common Stock represented by such certificate.

         SECTION 4. FORM OF RIGHT CERTIFICATES. (a) The Right Certificates (and
the forms of election to purchase shares and of assignment to be printed on the
reverse thereof) shall be substantially the same as Exhibit B hereto and may
have such marks of identification or designation and such legends, summaries or
endorsements printed thereon as the Company may deem appropriate and as are not
inconsistent with the provisions of this Agreement, or as may be required to
comply with any applicable law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any stock exchange on which the Rights
may from time to time be listed, or to conform to usage. The Right Certificates
shall be in machine-printable format and in a form reasonably satisfactory to
the Rights Agent. Subject to the provisions of Section 11 and Section 22 hereof,
the Right Certificates, whenever distributed, shall be dated as of the Record
Date, shall show the date of countersignature, and on their face shall entitle
the holders thereof to purchase such number of one one-hundredth of a share of
Preferred Stock (or following a Triggering Event, Common Stock, other
securities, cash or other assets, as the case may be) as shall be set forth
therein at the Purchase Price per share set forth therein, but the number of
such shares and the Purchase Price shall be subject to adjustment as provided
herein.

         (b) Any Right Certificate issued pursuant to Section 3(a), 6, 7(e),
11(i) or 22 hereof that represents Rights beneficially owned by: (i) an
Acquiring Person or any Associate or Affiliate of an Acquiring Person, (ii) a
transferee of an Acquiring Person (or of any such Associate or Affiliate) who
becomes a transferee after the Acquiring Person becomes such, or (iii) a
transferee of an Acquiring Person (or of any such Associate or Affiliate) who
becomes a transferee prior to or concurrently with the Acquiring Person becoming
such and receives such Rights pursuant to either (A) a transfer (whether or not
for consideration) from the Acquiring Person to holders of equity interests in
such Acquiring Person or to any Person with whom such Acquiring Person has any
continuing agreement, arrangement or understanding (whether or not in writing)
regarding the transferred Rights or (B) a transfer which the Board of Directors
of the Company has determined is part of a plan, arrangement or understanding
(whether or not in writing) which has as a primary purpose or effect avoidance
of Section 7(e) hereof, and any Right Certificate issued pursuant to Section 6,
Section 11 or Section 22 hereof upon transfer, exchange, replacement or
adjustment of any other Right Certificate referred to in this sentence, shall
contain (to the extent feasible) the following legend:

               The Rights represented by this Right Certificate are or were
          beneficially owned by a Person who was or became an Acquiring Person
          or an Affiliate or Associate of an Acquiring Person (as such terms are
          defined in the Rights


                                       11
<PAGE>


          Agreement). Accordingly, this Right Certificate and the Rights
          represented hereby may become null and void in the circumstances
          specified in Section 7(e) of the Rights Agreement.

         SECTION 5. COUNTERSIGNATURE AND REGISTRATION. (a) The Right
Certificates shall be executed on behalf of the Company in the manner provided
in the Code of Regulations of the Company for Common Stock certificates. The
Right Certificates shall be manually countersigned by an authorized signatory of
the Rights Agent and shall not be valid for any purpose unless so countersigned.
In case any officer of the Company who shall have signed any of the Right
Certificates shall cease to be such officer of the Company before
countersignature by the Rights Agent and issuance and delivery by the Company,
such Right Certificates, nevertheless may be countersigned by the Rights Agent,
issued and delivered with the same force and effect as though the person who
signed such Right Certificates had not ceased to be such officer of the Company;
and any Right Certificate may be signed on behalf of the Company by any person
who, at the actual date of the execution of such Right Certificate, shall be a
proper officer of the Company to sign such Right Certificate, although at the
date of the execution of this Rights Agreement any such person was not such an
officer.

         (b) Following the Distribution Date, the Rights Agent will keep or
cause to be kept, at its office designated for such purpose, books for
registration and transfer of the Right Certificates issued hereunder. Such books
shall show the names and addresses of the respective holders of the Right
Certificates, the number of Rights evidenced on its face by each of the Right
Certificates and the date of each of the Right Certificates.

         SECTION 6. TRANSFER, SPLIT UP, COMBINATION AND EXCHANGE OF RIGHT
CERTIFICATES; MUTILATED, DESTROYED, LOST OR STOLEN RIGHT CERTIFICATES. (a)
Subject to the provisions of Section 4(b), 7(e) and Section 14 hereof, at any
time after the close of business on the Distribution Date, and at or prior to
the close of business on the Expiration Date, any Right Certificate or
Certificates may be transferred, split up, combined or exchanged for another
Right Certificate or Right Certificates, entitling the registered holder to
purchase a like number of one one-hundredths of a share of Preferred Stock (or
following a Triggering Event, Common Stock, other securities, cash or other
assets, as the case may be) as the Right Certificate or Right Certificates
surrendered then entitled such holder (or former holder in the case of a
transfer) to purchase. Any registered holder desiring to transfer, split up,
combine or exchange any Right Certificates shall make such request in writing
delivered to the Rights Agent, and shall surrender the Right Certificate or
Right Certificates to be transferred, split up, combined or exchanged at the
principal office of the Rights Agent for such purpose. Neither the Rights Agent
nor the Company shall be obligated to take any action whatsoever with respect to
the transfer of any such surrendered Right Certificate until the registered
holder shall have completed and signed the certificate contained in the form of
assignment on the reverse side of such Right Certificate and shall have provided
such additional evidence of the identity of the Beneficial Owner or former
Beneficial Owner or Affiliates or Associates of such Beneficial, or of any other
Person with which such holder or any of such holder's Affiliates or Associates
has any agreement, arrangement or understanding (whether or not in writing) for
the purpose of acquiring, holding, voting or disposing of securities of the
Company,


                                       12
<PAGE>


as the Company shall reasonably request. Thereupon the Rights Agent shall,
subject to Section 4(b), Section 7(e), Section 14 and Section 20(k) hereof,
countersign and deliver to the Person entitled thereto a Right Certificate or
Right Certificates, as the case may be, as so requested. The Company may require
payment from a Right Certificates holder of a sum sufficient to cover any tax or
governmental charge that may be imposed in connection with any transfer, split
up, combination or exchange of Right Certificates.

         (b) Upon receipt by the Company and the Right's Agent of evidence
reasonably satisfactory to them of the loss, theft, destruction or mutilation of
a Right Certificate, and, in case of loss, theft or destruction, of indemnity or
security reasonably satisfactory to them, along with a signature guarantee and
such other and further documentation as the Rights Agent may reasonably request,
and if requested by the Company, reimbursement to the Company and the Rights
Agent of all reasonable expenses incidental thereto, and upon surrender to the
Rights Agent and cancellation of the Right Certificate if mutilated, the Company
will make and deliver a new Right Certificate of like tenor to the Rights Agent
for delivery to the registered owner in lieu of the Right Certificate so lost,
stolen, destroyed or mutilated.

         SECTION 7. EXERCISE OF RIGHTS; PURCHASE PRICE; EXPIRATION DATE OF
RIGHTS.

         (a) Subject to Section 7(e) hereof, the registered holder of any Right
Certificate may exercise the Rights evidenced thereby (except as otherwise
provided herein, including, without limitation, the restrictions on
exercisability set forth in Sections 9(c), 11(a)(iii), 23(a) and 24(b) hereof)
in whole or in part at any time after the Distribution Date upon surrender of
the Right Certificate, with the form of election to purchase on the reverse side
thereof duly executed, to the Rights Agent at the office of the Rights Agent
designated for such purpose, together with payment of the aggregate Purchase
Price for the total number of one one-hundredths of a share of Preferred Stock
(or other securities, cash or other assets, as the case may be) as to which such
surrendered Rights are then exercisable, at or prior to the Expiration Date.

         (b) The Purchase Price for each one one-hundredth of a share of
Preferred Stock pursuant to the exercise of a Right shall initially be $250.00,
shall be subject to adjustment from time to time as provided in Sections 11 and
13 hereof and shall be payable in lawful money of the United States of America
in accordance with Section 7(c) below.

         (c) Upon receipt of a Right Certificate representing exercisable
Rights, with the form of election to purchase and the certificate on the reverse
side thereof duly executed and completed accompanied by payment of the Purchase
Price per one one-hundredth of a share of Preferred Stock (or other securities,
cash or other assets, as the case may be) to be purchased and an amount equal to
any applicable transfer tax in cash, or by certified check or bank draft payable
to the order of the Company, the Rights Agent shall thereupon, subject to
Section 20(k) hereof, thereupon promptly (i) requisition from the Company
certificates for the total number of one one-hundredths of a share of Preferred
Stock to be purchased, (ii) if the Company shall have elected to deposit the
total number of shares of Preferred Stock issuable upon exercise of the Rights
hereunder with a depositary agent, requisition from the depositary agent
depositary receipts representing such number


                                       13
<PAGE>


of one one-hundredths of a share of Preferred Stock as are to be purchased (in
which case certificates for the shares of Preferred Stock represented by such
receipts shall be deposited by the transfer agent with the depositary agent) and
the Company hereby directs the depositary agent to comply with such request,
(iii) when appropriate, requisition from any transfer agent of the Common Stock
of the Company certificates for the total number of shares of Common Stock to be
paid in accordance with Section 11(a)(i) and 11(a)(iii), (iv) when appropriate,
requisition from the Company the amount of cash to be paid in lieu of issuance
of fractional shares in accordance with Section 14, (v) promptly after receipt
of such certificates or depositary receipts, cause the same to be delivered to
or upon the order of the registered holder of such Right Certificate, registered
in such name or names as may be designated by such holder, and (vi) when
appropriate, after receipt promptly deliver such cash to or upon the order of
the registered holder of such Right Certificate. The payment of the then
Purchase Price must be made in cash or by certified bank check or bank draft or
money order payable to the order of the Company. In the event that the Company
is obligated to issue other securities (including Common Stock), pay cash or
distribute other property pursuant to Section 11(a) hereof, the Company will
make all arrangements necessary so that such other securities, cash or other
property are available for distribution or payment by the Rights Agent, if and
when appropriate.

         (d) In case the registered holder of any Right Certificate shall
exercise less than all the Rights evidenced thereby, a new Right Certificate
evidencing Rights equivalent to the Rights remaining unexercised shall be issued
by the Rights Agent to the registered holder of such Right Certificate or to his
duly authorized assigns, subject to the provisions of Section 14 hereof.

         (e) Notwithstanding anything in this Agreement to the contrary, from
and after the first occurrence of a Section 11(a)(ii) Event, any Rights
beneficially owned by (i) an Acquiring Person or an Associate or Affiliate of an
Acquiring Person, (ii) a transferee of an Acquiring Person (or of any such
Associate or Affiliate) who becomes a transferee after the Acquiring Person
becomes such, or (iii) a transferee of an Acquiring Person or of any such
Associate or Affiliate who becomes a transferee prior to or concurrently with
the Acquiring Person becoming such and receives such Rights pursuant to either
(A) a transfer (whether or not for consideration) from the Acquiring Person to
holders of equity interests in such Acquiring Person or to any Person which whom
the Acquiring Person has any continuing agreement, arrangement or understanding
(whether or not in writing) regarding the transferred Rights or (B) a transfer
which the Board of Directors of the Company has determined is part of a plan,
arrangement or understanding (whether or not in writing) which has as a primary
purpose or effect the avoidance of this Section 7(e), shall become null and void
without any further action and no holder of such Rights shall have any rights
whatsoever with respect to such Rights, whether under any provision of this
Agreement or otherwise. The Company shall use all reasonable efforts to insure
that the provisions of this Section 7(e) and Section 4(b) hereof are complied
with, but shall have no liability to any holder of Right Certificates or other
Person as a result of its failure to make any determinations with respect to an
Acquiring Person, or any of its Affiliates, Associates or transferees hereunder.

         (f) Notwithstanding anything in this Agreement to the contrary, neither
the Rights Agent nor the Company shall be obligated to undertake any action with
respect to a registered holder upon


                                       14
<PAGE>


the occurrence of any purported exercise as set forth in this Section 7 unless
such registered holder shall have (i) completed and signed the certificate
contained in the form of election to purchase set forth on the reverse side of
the Right Certificate surrendered for such exercise, and (ii) provided such
additional evidence of the identity of the Beneficial Owner (or former
Beneficial Owner), Affiliates or Associates, or of any other Person with which
such holder or any of such holder's Affiliates or Associates has any agreement,
arrangement or understanding (whether or not in writing) for the purpose of
acquiring, holding, voting or disposing of any securities of the Company, as the
Company shall reasonably request.

         SECTION 8. CANCELLATION AND DESTRUCTION OF RIGHT CERTIFICATES. All
Right Certificates surrendered for the purpose of exercise, transfer, split up,
combination or exchange shall, if surrendered to the Company or to any of its
agents, be delivered to the Rights Agent for cancellation or in canceled form,
or, if surrendered to the Rights Agent, shall be canceled by it, and no Right
Certificates shall be issued in lieu thereof except as expressly permitted by
any of the provisions of this Rights Agreement. The Company shall deliver to the
Rights Agent for cancellation and retirement, and the Rights Agent shall so
cancel and retire, any other Right Certificate purchased or acquired by the
Company otherwise than upon the exercise thereof. The Rights Agent shall deliver
all canceled Right Certificates to the Company, or shall, at the written request
of the Company, destroy such canceled Right Certificates, and in such case shall
deliver a certificate of destruction thereof to the Company.

         SECTION 9. RESERVATION AND AVAILABILITY OF SHARES OF CAPITAL STOCK. The
Company covenants and agrees that:

         (a) It will, subject to Section 11(a)(iii), prior to the Distribution
Date, seek to cause to be reserved and kept available out of its authorized and
unissued Preferred Stock (and, following the occurrence of a Triggering Event,
out of its authorized and unissued shares of Common Stock or its authorized and
issued Common Stock held in treasury and/or other securities), the number of
shares of Preferred Stock (and, following the occurrence of a Triggering Event,
Common Stock and/or other securities) that, as provided in this Agreement, will
be sufficient to permit the exercise in full of all outstanding Rights (it being
understood that any of the foregoing shares or securities may also be reserved
for other purposes) or will take such other steps as are appropriate to assure
that the number of such shares or securities (or their equivalents) sufficient
to permit the exercise in full of all outstanding Rights will be available upon
such exercise.

         (b) So long as Preferred Stock (and, following the occurrence of a
Triggering Event, Common Stock and/or other securities) issuable upon the
exercise of Rights may be listed on any national securities exchange, it will
use its best efforts to cause, from and after such time as the Rights become
exercisable, all shares reserved for such issuance to be listed on such exchange
upon official notice of issuance upon such exercise.

         (c) It will use its best efforts to (i) file, as soon as practicable
following the first occurrence of a section 11(a)(ii) Event, or as soon as
required by law, as the case may be, a registration statement under the
Securities Act of 1933, as amended (the "Act"), with respect to the securities


                                       15
<PAGE>


purchasable upon exercise of the Rights on an appropriate form, (ii) cause such
registration statement to become effective as soon as practicable after such
filing, and (iii) cause such registration statement to remain effective (with a
prospectus at all times meeting the requirements of the Act) until the earlier
of (A) the date as of which the Rights are no longer exercisable for such
securities, and (B) the Expiration Date. The Company will also take such action
as may be appropriate under the blue sky laws of the various states. The Company
may temporarily suspend, for a period of time not to exceed ninety (90) days
after the date set forth in clause (i) of the first sentence of this Section
9(c), the exercisability of the Rights in order to prepare and file such
registration statement and permit it to become effective. Upon any such
suspension, the Company shall issue a public announcement and shall give
simultaneous written notice to the Rights Agent stating that the exercisability
of the Rights has been temporarily suspended, as well as a public announcement
and notice to the Rights Agent at such time as the suspension is no longer in
effect. Notwithstanding any provision of this Agreement to the contrary, the
Rights shall not be exercisable in any jurisdiction unless the requisite
qualifications in such jurisdiction shall have been obtained. Unless otherwise
notified in writing by the Company, the Rights Agent may assume that any Right
exercised is permitted to be exercised under applicable law and shall have no
liability for acting in reliance upon such assumptions.

         (d) It will take all such action as may be necessary to ensure that all
one one-hundredths of a share of Preferred Stock (and following the occurrence
of a Triggering Event, Common Stock and/or other securities) delivered upon
exercise of Rights shall, at the time of delivery of the certificates for such
shares (subject to payment of the Purchase Price), be duly and validly
authorized and issued and fully paid and nonassessable.

         (e) It will pay when due and payable any and all federal and state
transfer taxes and charges which may be payable in respect of the issuance or
delivery of the Right Certificates or of any one one-hundredths of a share of
Preferred Stock (or Common Stock and/or other securities, as the case may be)
upon the exercise of Rights. The Company shall not, however, be required (a) to
pay any transfer tax which may be payable in respect of any transfer involved in
the transfer or delivery of Right Certificates or the issuance or delivery of
certificates for the one one-hundredths of a share of Preferred Stock (or Common
Stock and/or other securities, as the case may be) in a name other than that of
the registered holder of the Right Certificate evidencing Rights surrendered for
exercise or (b) to issue or deliver any certificates for one one-hundredths of a
share of Preferred Stock (or Common Stock and/or other securities, as the case
may be) upon the exercise of any Rights until any such tax shall have been paid
(any such tax being payable by the holder of such Right Certificate at the time
of surrender) or until it has been established to the Company's satisfaction
that no such tax is due.

         SECTION 10. PREFERRED STOCK RECORD DATE. Each Person in whose name any
certificate for a number of one one-hundredths of a share of Preferred Stock (or
shares of Common Stock and/or other securities, as the case may be) is issued
upon the exercise of Rights shall for all purposes be deemed to have become the
holder of record of such fractional shares of the Preferred Stock (or shares of
Common Stock and/or other securities, as the case may be) represented thereby
on, and such certificate shall be dated, the date upon which the Right
Certificate evidencing such


                                       16
<PAGE>


Rights was duly surrendered and payment of the Purchase Price (and any
applicable transfer taxes) was made; provided, however, that if the date of such
surrender and payment is a date upon which the Preferred Stock (or Common Stock
and/or other securities, as the case may be) transfer books of the Company are
closed, such Person shall be deemed to have become the record holder of such
shares (fractional or otherwise) on, and such certificate shall be dated, the
next succeeding Business Day on which the Preferred Stock (or Common Stock
and/or other securities, as the case may be) transfer books of the Company are
open. Prior to the exercise of the Rights evidenced thereby, the holder of a
Right Certificate shall not be entitled to any rights of a shareholder of the
Company with respect to shares for which the Rights shall be exercisable,
including, without limitation, the right to vote, to receive dividends or other
distributions or to exercise any preemptive rights, and shall not be entitled to
receive any notice of any proceedings of the Company, except as provided herein.

         SECTION 11. ADJUSTMENT OF PURCHASE PRICE, NUMBER OF SHARES OR NUMBER OF
RIGHTS. The Purchase Price, the number of shares covered by each Right and the
number of Rights outstanding are subject to adjustment from time to time as
provided in this Section 11.

         (a) (i) In the event the Company shall at any time after the Rights
Dividend Declaration Date (A) declare a dividend on the Preferred Stock payable
in shares of the Preferred Stock, (B) subdivide the outstanding Preferred Stock,
(C) combine the outstanding Preferred Stock into a smaller number of shares or
(D) issue any shares of its capital stock in a reclassification of the Preferred
Stock (including any such reclassification in connection with a combination,
consolidation or merger in which the Company is the continuing or surviving
corporation), except as otherwise provided in this Section 11(a) and Section
7(e) hereof, the Purchase Price in effect at the time of the record date for
such dividend or of the effective date of such subdivision, combination or
reclassification, and the number and kind of shares of Preferred Stock or
capital stock, as the case may be, issuable on such date, shall be
proportionately adjusted so that the holder of any Right exercised after such
time shall be entitled to receive upon payment of the Purchase Price then in
effect the aggregate number and kind of shares of Preferred Stock or capital
stock, as the case may be, which, if such Right had been exercised immediately
prior to such date and at a time when the Preferred Stock transfer books of the
Company were open, he would have owned upon such exercise and been entitled to
receive by virtue of such dividend, subdivision, combination or
reclassification. If an event occurs which would require an adjustment under
both this Section 11(a)(i) and Section 11(a)(ii), the adjustment provided for in
this Section 11(a)(i) shall be in addition to, and shall be made prior to, any
adjustment required pursuant to Section 11(a)(ii) hereof.

         (ii) Subject to Section 24 of this Agreement, in the event any Person,
alone or together with its Affiliates and Associates, becomes at any time after
the Rights Dividend Declaration Date an Acquiring Person, except as the result
of a transaction set forth in Section 13(a) hereof, then, prior to the date on
which the Company's right of redemption pursuant to Section 23(a) expires (as
the same may be extended pursuant to Section 27) with respect to an event
described in this Section 11(a)(ii), proper provision shall be made so that each
holder of a Right, except as provided in Section 7(e) hereof, shall thereafter
have a right to receive, upon exercise thereof at the then current


                                       17
<PAGE>


Purchase Price in accordance with the terms of this Agreement, in lieu of shares
of Preferred Stock, such number of shares of the Common Stock of the Company as
shall equal the result obtained by (x) multiplying the then current Purchase
Price by the then number of one one-hundredths of a share of Preferred Stock for
which such Right is then exercisable and dividing that product by (y) 50% of the
current market price per share of the Common Stock of the Company (determined
pursuant to Section 11(d)) on the date of the occurrence of any one of the
events listed above in this subparagraph (ii) (such number of shares is
hereinafter referred to as the "Adjustment Shares"), provided that the Purchase
Price and the number of Adjustment Shares shall be further adjusted as provided
in this Agreement to reflect any events occurring after the date of such first
occurrence.

         (iii) In the event that the number of shares of the Common Stock which
are authorized by the Company's Amended Articles of Incorporation but not
outstanding or reserved for issuance for purposes other than upon exercise of
the Rights is not sufficient to permit the exercise in full of the Rights in
accordance with the foregoing subparagraph (ii), the Company shall (A) determine
the excess of (1) the value of the Adjustment Shares issuable upon the exercise
of a Right (the "Current Value") over (2) the Purchase Price (such excess, the
"Spread"), and (B) with respect to each Right, make adequate provision to
substitute for the Adjustment Shares, upon exercise of the Rights and payment of
the applicable Purchase Price, (1) cash, (2) a reduction in the Purchase Price,
(3) Common Stock or other equity securities of the Company (including, without
limitation, preference shares, or units of preference shares, which a majority
of the Independent Directors and the Board of Directors of the Company have
deemed to have the same value as the Common Stock (such preference shares,
"common stock equivalents")), (4) debt securities of the Company, (5) other
assets, or (6) any combination of the foregoing, having an aggregate value equal
to the Current Value, where such aggregate value has been determined by a
majority of the Independent Directors and the Board of Directors of the Company
based upon the advice of a nationally recognized investment banking firm
selected by the Board of Directors of the Company; provided, however, if the
Company shall not have made adequate provision to deliver value pursuant to
clause (B) above within thirty (30) days following the later of (x) the first
occurrence of a Section 11(a)(ii) Event and (y) the date on which the Company's
right of redemption pursuant to Section 23(a) expires, as the same may be
extended pursuant to Section 27 (the later of (x) and (y) being referred to
herein as the "Section 11(a)(ii) Trigger Date"), then the Company shall be
obligated to deliver, upon the surrender for exercise of a Right and without
requiring payment of the Purchase Price, shares of the Common Stock (to the
extent available) and then, if necessary, cash, which shares and/or cash have an
aggregate value equal to the Spread. If the Board of Directors of the Company
shall determine in good faith that it is likely that sufficient additional
shares of the Common Stock could be authorized for issuance upon exercise in
full of the Rights, the thirty (30) day period set forth above may be extended
to the extent necessary, but not more than ninety (90) days after the Section
11(a)(ii) Trigger Date, in order that the Company may seek shareholder approval
for the authorization of such additional shares (such period, as it may be
extended, the "Substitution Period"). To the extent that the Company determines
that some action need be taken pursuant to the first and/or second sentences of
this Section 11(a)(iii), the Company (u) shall provide, subject to section 7(e)
hereof, that such action shall apply uniformly to all outstanding Rights, and
(v) may suspend the exercisability of the Rights until the expiration of the
Substitution Period in order to


                                       18
<PAGE>


seek any authorization of additional shares and/or to decide the appropriate
form of distribution to be made pursuant to such first sentence and to determine
the value thereof. In the event of any such suspension, the Company will issue a
public announcement and will give concurrent written notice to the Rights Agent
stating that the exercisability of the Rights has been temporarily suspended, as
well as a public announcement and notice to the Rights Agent at such time as the
suspension is no longer in effect. For purposes of this Section 11(a)(iii), the
value of the shares of the Common Stock shall be the current market price (as
determined pursuant to Section 11(d) hereof) per share on the Section 11(a)(ii)
Trigger Date and the value of any "common stock equivalent' shall be deemed to
be the same as the value of the Common Stock on such date. The Company shall
give the Rights Agent notice of the selection of any "common stock equivalent"
under this Section 11(a)(iii).

         (b) In the event that the Company shall fix a record date for the
issuance of rights, options or warrants to all holders of Preferred Stock
entitling them (for a period expiring within 45 calendar days after such record
date) to subscribe for or purchase Preferred Stock (or securities having
substantially the same or more favorable rights, privileges and preferences as
Preferred Stock ("preferred stock equivalents")) or securities convertible into
Preferred Stock or preferred stock equivalents at a price per share of Preferred
Stock or per share of preferred stock equivalents (or having a conversion price
per share, if a security convertible into Preferred Stock or preferred stock
equivalents) less than the current market price (as defined in Section 11(d)
hereof) per share of Preferred Stock on such record date, the Purchase Price to
be in effect after such record date shall be determined by multiplying the
Purchase Price in effect immediately prior to such record date by a fraction,
the numerator of which shall be the number of shares of the Preferred Stock
outstanding on such record date plus the number of shares of the Preferred Stock
which the aggregate offering price of the total number of shares of Preferred
Stock so to be offered (or the aggregate initial conversion price of the
convertible securities so to be offered) would purchase at such current market
price and the denominator of which shall be the number of shares of the
Preferred Stock outstanding on such record date plus the number of additional
shares of the Preferred Stock and preferred stock equivalents to be offered for
subscription or purchase (or into which the convertible securities so to be
offered are initially convertible). In case such subscription price may be paid
by delivery of consideration part or all of which shall be in a form other than
cash, the value of such consideration shall be as determined in good faith by
the Board of Directors of the Company, whose determination shall be described in
a statement filed with the Rights Agent. Shares of Preferred Stock owned by or
held for the account of the Company shall not be deemed outstanding for the
purpose of any such computation. Such adjustment shall be made successively
whenever such a record date is fixed; and in the event that such rights, options
or warrants are not so issued, the Purchase Price shall be adjusted to be the
Purchase Price which would then be in effect if such record date had not been
fixed.

         (c) In the event that Company shall fix a record date for the making of
a distribution to all holders of Preferred Stock (including any such
distribution made in connection with a combination, consolidation or merger in
which the Company is the continuing or surviving corporation) of evidences of
indebtedness, cash (other than a regular periodic cash dividend out of the
retained earnings of the Company at a rate not in excess of 125% of the last
cash dividend theretofore paid),


                                       19
<PAGE>


assets, stock (other than a dividend payable in Preferred Stock, but including
any dividend payable in Common Stock) or convertible securities, subscription
rights or warrants (excluding those referred to in Section 11(b) hereof), the
Purchase Price to be in effect after such record date shall be determined by
multiplying the Purchase Price in effect immediately prior to such record date
by a fraction, the numerator of which shall be the current market price, as
defined in Section 11(d), per one one-hundredth of a share of Preferred Stock on
such record date, less the fair market value (as determined in good faith by the
Board of Directors of the Company, whose determination shall be described in a
statement filed with the Rights Agent) of the portion of the assets or evidences
of indebtedness so to be distributed or of such subscription rights or warrants
applicable to one one-hundredth of a share of Preferred Stock and the
denominator of which shall be such current market price per one one-hundredth of
a share of Preferred Stock. Such adjustments shall be made successively whenever
such a record date is fixed; and in the event that such distribution is not so
made, the Purchase Price shall again be adjusted to be the Purchase Price which
would then be in effect if such record date had not been fixed.

         (d) (i) For the purpose of any computation hereunder, other than
computations made pursuant to Section 11(a)(iii), the "current market price" per
share of the Common Stock on any date shall be deemed to be the average of the
daily closing prices per share of such Common Stock for the thirty (30)
consecutive Trading Days (as such term is hereinafter defined in this paragraph
(d)) immediately prior to such date and, for purposes of computations made
pursuant to Section 11(a)(iii) hereof, the "current market price" per share of
the Common Stock on any date shall be deemed to be the average of the daily
closing prices per share of such Common Stock for the ten (10) consecutive
Trading Days immediately following such date; provided, however, that in the
event that the current market price per share of the Common Stock is determined
during the period following the announcement by the issuer of such Common Stock
of (A) a dividend or distribution on such Common Stock payable in shares of such
Common Stock or securities convertible into such Common Stock (other than the
Rights) or (B) any subdivision, combination or reclassification of such Common
Stock, and prior to the expiration of the requisite 30 Trading Day or 10 Trading
Day period, as set forth above, after the ex-dividend date for such dividend or
distribution or the record date for such subdivision, combination or
reclassification, then, and in each such case, the current market price shall be
appropriately adjusted to take into account ex-dividend trading. The closing
price for each day shall be the last sale price, regular way, or, in case no
such sale takes place on such day, the average of the closing bid and asked
prices, regular way, in either case as reported in the principal consolidated
transaction reporting system with respect to securities listed or admitted to
trading on the New York Stock Exchange or, if the shares of the Common Stock are
not listed or admitted to trading on the New York Stock Exchange, as reported in
the principal consolidated transaction reporting system with respect to
securities listed on the principal national securities exchange on which the
shares of the Common Stock are listed or admitted to trading or, if the shares
of the Common Stock are not listed or admitted to trading on any national
securities exchange, the last quoted price, or, if not so quoted, the average of
the high bid and low asked prices in the over-the-counter market, as reported by
the National Association of Securities Dealers, Inc. Automated Quotation System
("NASDAQ") or such other system then in use, or, if on any such date the shares
of the Common Stock are not quoted by such organization, the average of the
closing bid and asked prices as furnished by a professional market maker making
a market in the


                                       20
<PAGE>


shares of the Common Stock selected by the Board of Directors of the Company. If
on any such date no market maker is making a market in the shares of the Common
Stock, the fair value of such shares on such date shall be as determined in good
faith by the Independent Directors if the Independent Directors constitute a
majority of the Board of Directors or, in the event the Independent Directors do
not constitute a majority of the Board of Directors, by an independent
investment banking firm selected by the Board of Directors, whose determination
shall be described in a statement filed with the Rights Agent and shall be
conclusive for all purposes. The term "Trading Day" shall mean a day on which
the principal national securities exchange on which the shares of the Common
Stock are listed or admitted to trading is open for the transaction of business
or, if the shares of the Common Stock are not listed or admitted to trading on
any national securities exchange, a Monday, Tuesday, Wednesday, Thursday or
Friday on which banking institutions in the State of New York, are not
authorized or obligated by law or executive order to close. If the Common Stock
is not publicly held or not so listed or traded, "current market price" per
share shall mean the fair value per share as determined in good faith by the
Independent Directors if the Independent Directors constitute a majority of the
Board of Directors or, in the event the Independent Directors do not constitute
a majority of the Board of Directors, by an independent investment banking firm
selected by the Board of Directors, whose determination shall be described in a
statement filed with the Rights Agent and shall be conclusive for all purposes.

         (ii) For the purpose of any computation hereunder, the "current market
price" per share of Preferred Stock shall be determined in the same manner as
set forth above for the Common Stock in clause (i) of this Section 11(d) (other
than the last sentence thereof). If the current market price per share of
Preferred Stock cannot be determined in the manner provided above or if the
Preferred Stock is not publicly held or listed or traded in a manner described
in clause (i) of this Section 11(d), the "current market price" per share of
Preferred Stock shall be conclusively deemed to be an amount equal to 100 (as
such number may be appropriately adjusted for such events as stock splits, stock
dividends and recapitalizations with respect to the Common Stock occurring after
the date of this Agreement) multiplied by the current market price per share of
the Common Stock. If neither the Common Stock nor the Preferred Stock is
publicly held or so listed or traded, "current market price" per share of the
Preferred Stock shall mean the fair value per share as determined in good faith
by the Board of Directors of the Company, whose determination shall be described
in a statement filed with the Rights Agent and shall be conclusive for all
purposes. For all purposes of this Agreement, the "current market price" of one
one-hundredth of a share of Preferred Stock shall be equal to the "current
market price" of one share of Preferred Stock divided by 100.

         (iii) If a security is not publicly held or not so listed or trade,
"current market price" shall mean the fair value per share or other unit of such
security, determined reasonably and in good faith the Board of Directors of the
Company; provided, however, that if at the time of such determination there is
an Acquiring Person, the current market price of such security on such date
shall be determined by a nationally recognized investment banking firm selected
by the Board of Directors, which determination shall be described in a statement
filed with the Rights Agent and shall be binding on the Rights Agent and the
holders of the Rights.

         (iv) In the case of property other than securities, the current market
price thereof shall be


                                       21
<PAGE>


determined reasonably and in good faith by the Board of Directors of the
Company, provided, however, that if at the time of such determination there is
an Acquiring Person, the current market value of such property on such date
shall be determined by a nationally recognized investment banking firm selected
by the Board of Directors, which determination shall be described in a statement
filed with the Rights Agent and shall be binding upon the Rights Agent and the
holders of the Rights.

         (e) Anything herein to the contrary notwithstanding, no adjustment in
the Purchase Price shall be required unless such adjustment would require an
increase or decrease of at least 1% in such price; provided, however, that any
adjustments which by reason of this Section 11(e) are not required to be made
shall be carried forward and taken into account in any subsequent adjustment.
All calculations under this Section 11 shall be made to the nearest cent or to
the nearest one ten-thousandth of a share of Common Stock or one-millionth of a
share of Preferred Stock, as the case may be. Notwithstanding the first sentence
of this Section 11(e), any adjustment required by this Section 11 shall be made
no later than the earlier of (i) three years from the date of the transaction
which mandates such adjustment or (ii) the Expiration Date.

         (f) If, as a result of an adjustment made pursuant to Section 11(a)
hereof, the holder of any Right thereafter exercised shall become entitled to
receive any shares of capital stock other than shares of Preferred Stock,
thereafter the number of such other shares so receivable upon exercise of any
Right shall be subject to adjustment from time to time in a manner and on terms
as nearly equivalent as practicable to the provisions with respect to the
Preferred Stock contained in Section 11(a) through (o) inclusive, and the
provisions of Sections 7, 9, 10, 13 and 14 with respect to the shares of the
Preferred Stock shall apply on like terms to any such other shares.

         (g) All Rights originally issued by the Company subsequent to any
adjustment made to the Purchase Price hereunder shall evidence the right to
purchase, at the adjusted Purchase Price, the number of one one-hundredths of a
share of Preferred Stock purchasable from time to time hereunder upon exercise
of the Rights, all subject to further adjustment as provided herein.

         (h) Unless the Company shall have exercised its election as provided in
Section 11(i), upon each adjustment of the Purchase Price as a result of the
calculations made in Section 11(b) and (c), each Right outstanding immediately
prior to the making of such adjustment shall thereafter evidence the right to
purchase, at the adjusted Purchase Price, that number of one one-hundredths of a
share of Preferred Stock (calculated to the nearest one-millionth) obtained by
(i) multiplying (x) the number of one one-hundredths of a share of Preferred
Stock covered by a Right immediately prior to this adjustment by (y) the
Purchase Price in effect immediately prior to such adjustment of the Purchase
Price and (ii) dividing the product so obtained by the Purchase Price in effect
immediately after such adjustment of the Purchase Price.

         (i) The Company may elect on or after the date of any adjustment of the
Purchase Price to adjust the number of Rights, in substitution for any
adjustment in the number of one one-hundredths of a share of Preferred Stock
purchasable upon the exercise of a Right. Each of the Rights outstanding after
such adjustment of the number of Rights shall be exercisable for the


                                       22
<PAGE>


number of one one-hundredths of a share of Preferred Stock for which a Right was
exercisable immediately prior to such adjustment. Each Right held of record
prior to such adjustment of the number of Rights shall become that number of
Rights (calculated to the nearest tenthousandth) obtained by dividing the
Purchase Price in effect immediately prior to adjustment of the Purchase Price
by the Purchase Price in effect immediately after the adjustment of the Purchase
Price. The Company shall make a public announcement and shall give simultaneous
written notice to the Rights Agent of its election to adjust the number of
Rights, indicating the record date for the adjustment to be made. This record
date may be the date on which the Purchase Price is adjusted or any day
thereafter, but, if the Right Certificates have been issued, shall be at least
10 days later than the date of the public announcement. If Right Certificates
have been issued, upon each adjustment of the number of Rights pursuant to this
section 11(i), the Company shall, as promptly as practicable, cause to be
distributed to holders of Right Certificates on such record date Right
Certificates evidencing, subject to Section 14 hereof, the additional Rights to
which such holders shall be entitled as a result of such adjustment, or, at the
option of the Company, shall cause to be distributed to such holders of record
in substitution and replacement for the Right Certificates held by such holders
prior to the date of adjustment, and upon surrender thereof, if required by the
Company, new Right Certificates evidencing all the Rights to which such holders
shall be entitled after such adjustment. Right Certificates so to be distributed
shall be issued, executed and countersigned in the manner provided for herein
(and may bear, at the option of the Company, the adjusted Purchase Price) and
shall be registered in the names of the holders of record of Right Certificates
on the record date specified in the public announcement.

         (j) Irrespective of any adjustment or change in the Purchase Price or
the number of one one-hundredths of a share of Preferred Stock issuable upon the
exercise of the Rights, the Right Certificates theretofore and thereafter issued
may continue to express the Purchase Price per one one-hundredth of a share and
the number of one one-hundredths of a share which were expressed in the initial
Right Certificates issued hereunder.

         (k) Before taking any action that would cause an adjustment reducing
the Purchase Price below one one-hundredth of the then par value, if any, of a
share of Preferred Stock issuable upon exercise of the Rights, the Company shall
take any corporate action which may, in the opinion of its counsel, be necessary
in order that the Company may validly and legally issue such number of fully
paid and nonassessable shares of such Preferred Stock at such adjusted Purchase
Price.

         (l) In any case in which this Section 11 shall require that an
adjustment in the Purchase Price be made effective as of a record date for a
specified event, the Company may elect to defer until the occurrence of such
event the issuance to the holder of any Right exercised after such record date
of the number of one one-hundredths of a share of Preferred Stock and other
capital stock or securities of the Company, if any, issuable upon such exercise
over and above the number of one one-hundredths of a share of Preferred Stock
and other share capital or securities of the Company, if any, issuable upon such
exercise on the basis of the Purchase Price in effect prior to such adjustment;
provided, however, that the Company shall deliver to such holder a due bill or
other appropriate instrument evidencing such holder's right to receive such
additional shares upon the occurrence of the event requiring such adjustment.


                                       23
<PAGE>


         (m) Anything in this Section 11 to the contrary notwithstanding, the
Company shall be entitled to make such reductions in the Purchase Price, in
addition to those adjustments expressly required by this Section 11, as and to
the extent that the Board of Directors of the Company shall determine to be
advisable in order that any consolidation or subdivision of Preferred Stock,
issuance wholly for cash of any of Preferred Stock at less than the current
market price, issuance wholly for cash of Preferred Stock or securities which by
their terms are convertible into or exchangeable for Preferred Stock, stock
dividends or issuance of rights, options or warrants referred to hereinabove in
this Section 11, hereafter made by the Company to holders of its Preferred Stock
shall not be taxable to such shareholders.

         (n) The Company covenants and agrees that, after the Distribution Date,
it will not, except as permitted by Sections 23, 24 and 27 hereof, take (nor
will it permit any of its Subsidiaries to take) any action if at the time such
action is taken it is reasonably foreseeable that such action will diminish
substantially or otherwise eliminate the benefits intended to be afforded by the
Rights.

         (o) The Company covenants and agrees that it shall not, at any time
after a Section 11(a)(ii) Event, (i) combine or consolidate with any other
Person, (ii) merge with or into any other Person, or (iii) sell or transfer (or
permit any of its Subsidiaries to sell or transfer), in one or more
transactions, assets or earning power aggregating more than 50% of the assets or
earning power of the Company and its wholly-owned subsidiaries (taken as a
whole) to any other Person or Persons (other than the Company and/or any of its
Subsidiaries in one or more transactions each of which complies with Section
11(n)) if (x) at the time of or immediately after such combination,
consolidation, merger or sale there are any rights, warrants or other
instruments or securities outstanding or agreements in effect which would
substantially diminish or otherwise eliminate the benefits intended to be
afforded by the Rights or (y) prior to, simultaneously with or immediately after
such combination, consolidation, merger or sale, the stockholders of the Person
who constitutes, or would constitute, the "Principal Party" for purposes of
Section 13(a) hereof shall have received a distribution of Rights previously
owned by such Person or any of its Affiliates and Associates.

         (p) Notwithstanding anything in this Agreement to the contrary, prior
to the Distribution Date, the Company may, in lieu of making any adjustment to
the Purchase Price, the number of one one-hundredths of a share of Preferred
Stock eligible for purchase on exercise of each Right or the number of Rights
outstanding, which adjustment would otherwise be required by Sections 11(a)(i),
11(b), 11(c), 11(h) or 11(i), make.such other equitable adjustment or
adjustments thereto as the Board of Directors (whose determination shall be
conclusive) deems appropriate in the circumstances and not inconsistent with the
objectives of the Board of Directors in adopting this Agreement and such
Sections.

         (q) In the event the Company shall at any time after the date of this
Agreement and prior to the Distribution Date (i) declare a dividend on the
outstanding Common Stock payable in shares of Common Stock or (ii) effect a
subdivision, combination or consolidation of the outstanding shares of Common
Stock (by reclassification or otherwise than by payment of dividends in shares
of


                                       24
<PAGE>


Common Stock) into a greater or lesser number of shares of Common Stock, the
number of Rights associated with each share of Common Stock shall be
proportionately adjusted so that the number of Rights thereafter associated with
each share of Common Stock following any such event shall equal the result
obtained by multiplying the number of Rights associated with each share of
Common Stock immediately prior to such event by a fraction, the numerator of
which shall be the total number of shares of Common Stock outstanding
immediately prior to the occurrence of any such event listed in clause (i) or
(ii) above and the denominator of which shall be the total number of shares of
Common Stock outstanding immediately following the occurrence of such event
listed in clause (i) or (ii) above. The adjustments provided for in this Section
11(q) shall be made successively whenever such a dividend is declared or paid or
such a subdivision, combination or consideration is effected.

         SECTION 12. CERTIFICATE OF ADJUSTED PURCHASE PRICE OR NUMBER OF SHARES.
Whenever an adjustment is made as provided in Sections 11 and 13, the Company
shall (a) promptly prepare a certificate setting forth such adjustment, and a
brief statement of the facts accounting for such adjustment and the adjusted
Purchase Price, (b) promptly file with the Rights Agent and with each transfer
agent for the Common Stock a copy of such certificate and (c) mail a brief
summary thereof to each holder of a Right Certificate in accordance with Section
26. The Rights Agent shall be fully protected in relying on any such certificate
and on any adjustment therein contained.

         SECTION 13. COMBINATION, CONSOLIDATION, MERGER OR SALE OR TRANSFER OF
ASSETS OR EARNING POWER. (a) In the event that, following a Section 11(a)(ii)
Event, directly or indirectly, (x) the Company shall combine or consolidate
with, or merge with or into, any other Person (other than a Subsidiary of the
Company in a transaction not prohibited by Section 11(n) hereof) and the Company
shall not be the continuing or surviving corporation of such combination,
consolidation or merger, (y) any Person (other than a Subsidiary of the Company
in a transaction not prohibited by Section 11(n) hereof) shall combine,
consolidate or merge with or into the Company and the Company shall be the
continuing or surviving corporation of such combination, consolidation or merger
and, in connection with such combination, consolidation or merger, all or part
of the Common Stock shall be changed into or exchanged for shares or other
securities of the Company of any other Person or cash or any other property, or
(z) the Company shall sell or otherwise transfer (or one or more of its
Subsidiaries shall sell or otherwise transfer), in one or more transactions,
assets or earning power aggregating more than 50% of the assets or earning power
of the Company and its Subsidiaries (taken as a whole) to any other Person or
Persons (other than the Company or any of its wholly-owned Subsidiaries in one
or more transactions each of which complies with Section 11(n) hereof), then,
and in each such case, proper provision shall be made so that (i) each holder of
a Right (except as provided in Section 7(e)) shall thereafter have the right to
receive, upon the exercise thereof at the then current Purchase Price in
accordance with the terms of this Agreement, such number of validly issued,
fully paid, nonassessable and freely tradeable Common Stock of the Principal
Party (as hereinafter defined), not subject to any liens, encumbrances, rights
of call or first refusal, or other adverse claims as shall be equal to the
result obtained by (1) multiplying the then current Purchase Price by the number
of one one-hundredths of a share of Preferred Stock for which a Right is then
exercisable immediately prior to the first occurrence of a


                                       25
<PAGE>


Section 13 Event (or, if a Section 11(a)(ii) Event has occurred prior to the
first occurrence of a Section 13 Event, multiplying the number of such shares
for which a Right was exercisable immediately prior to the first occurrence of a
Section 11(a)(ii) Event by the Purchase Price in effect immediately prior to
such first occurrence), and dividing that product (which, following the first
occurrence of a Section 13 Event, shall be referred to as the "Purchase Price"
for each Right and for all purposes of this Agreement) by (2) 50% of the current
market price per share of Common Stock of such Principal Party (determined in
the manner described in Section 11(d)) on the date of consummation of such
combination, consolidation, merger, sale or transfer; (ii) the Principal Party
shall thereafter be liable for, and shall assume, by virtue of such Section 13
Event, all the obligations and duties of the Company pursuant to this Agreement;
(iii) the term "Company" shall thereafter be deemed to refer to such Principal
Party, it being specifically intended that the provisions of Section 11 shall
thereafter apply to such Principal Party; (iv) such Principal Party shall take
such steps (including, but not limited to, the reservation of a sufficient
number of shares of its Common Stock in accordance with Section 9) in connection
with such consummation as may be necessary to assure that the provisions hereof
shall thereafter be applicable, as nearly as reasonably may be, in relation to
shares of its Common Stock thereafter deliverable upon the exercise of the
Rights; and (v) the provisions of Section 11(a)(ii) hereof shall be of no effect
following the first occurrence of any Section 13 Event.

         (b)  "Principal Party" shall mean

                  (1) in the case of any transaction described in clause (x) or
         (y) of the first sentence of Section 13(a), the Person that is the
         issuer of any securities into which shares of Common Stock of the
         Company are converted in such merger, combination or consolidation,
         and, if no securities are so issued, the Person that is the other party
         to the merger, combination or consolidation; and

                  (2) in the case of any transaction described in clause (z) of
         the first sentence in Section 13(a), the Person that is the party
         receiving the greatest portion of the assets or earning power
         transferred pursuant to such transaction;

         provided, however, that in any such case, (x) if the Common Stock of
such Person is not at such time and has not been continuously over the preceding
12-month period registered under Section 12 of the Exchange Act, and such Person
is a direct or indirect Subsidiary of another corporation the Common Stock of
which is and has been so registered, "Principal Party" shall refer to such other
Person; (y) if such Person is a direct or indirect Subsidiary or Affiliate of
more than one Person, the Common Stocks of two or more of which are and have
been so registered, "Principal Party" shall refer to whichever of such Persons
is the issuer of the Common Stock having the greatest aggregate market value of
shares outstanding; and (z) in case such Person is owned, directly or
indirectly, by a joint venture formed by two or more Persons that are not owned,
directly or indirectly, by the same Person, the rules set forth in (x) and (y)
above shall apply to each of the chains of ownership having an interest in such
joint venture as if such party were a "Subsidiary" of both or all of such joint
ventures and the Principal Parties in each such chain shall bear the obligations
set forth in this Section 13 in the same ratio as their direct or indirect


                                       26
<PAGE>


interests in such Person bear to the total of such interests.

         (c) The Company shall not consummate any Section 13 Event unless the
Principal Party shall have a sufficient number of authorized shares of Common
Stock which are neither outstanding nor reserved for issuance to permit the
exercise in full of the Rights in accordance with this Section 13 and unless
prior thereto the Company and such Principal Party shall have executed and
delivered to the Rights Agent a supplemental agreement providing for the terms
set forth in paragraphs (a) and (b) of this Section 13 and further providing
that, as soon as practicable after the date of any combination, consolidation,
merger or sale of assets mentioned in paragraph (a) of this Section 13, the
Principal Party will at its own expense:

                  (i) prepare and file a registration statement under the Act
         with respect to the Rights and the securities purchasable upon exercise
         of the Rights on an appropriate form, will use its best efforts to
         cause such registration statement to become effective as soon as
         practicable after such filing and will use its best efforts to cause
         such registration statement to remain effective (with a prospectus at
         all times meeting the requirements of the Act) until the Expiration
         Date;

                  (ii) use its best efforts to qualify or register the Rights
         and the securities purchasable upon exercise of the Rights under the
         blue sky laws of such jurisdictions as may be necessary or appropriate;

                  (iii) use its best efforts to list (or continue the listing
         of) the Rights and the securities purchasable upon exercise of the
         Rights on a national securities exchange or to meet the eligibility
         requirements for quotations on NASDAQ; and

                  (iv) will deliver to holders of the Rights historical
         financial statements for the Principal Party and each of its Affiliates
         which comply in all respects with the requirements for registration on
         Form 10 under the Exchange Act.

The provisions of this Section 13 shall similarly apply to successive Section 13
Events. In the event that a Section 13 Event shall occur at any time after the
occurrence of a Section 11(a)(ii) Event, the Rights which have not theretofore
been exercised shall thereafter become exercisable in the manner described in
Section 13(a).

         SECTION 14. FRACTIONAL RIGHTS AND FRACTIONAL SHARES. (a) The Company
shall not be required to issue fractions of Rights or to distribute Right
Certificates which evidence fractional Rights. In lieu of such fractional
Rights, the Company shall pay to the registered holders of the Right
Certificates with regard to which such fractional Rights would otherwise be
issuable an amount in cash equal to the same fraction of the current market
value of a whole Right. For the purposes of this Section 14(a), the current
market value of a whole Right shall be the closing price of the Rights for the
Trading Day immediately prior to the date on which such fractional Rights would
have been otherwise issuable. The closing price for any day shall be the last
sale price, regular way, or, in case no such sale takes place on such day, the
average of the closing bid and


                                       27
<PAGE>


asked prices, regular way, in either case as reported in the principal
consolidated transaction reporting system with respect to securities listed or
admitted to trading on the New York Stock Exchange or, if the Rights are not
listed or admitted to trading on the New York Stock Exchange, as reported in the
principal consolidated transaction reporting system with respect to securities
listed on the principal national securities exchange on which the Rights are
listed or admitted to trading or, if the Rights are not listed or admitted to
trading on any national securities exchange, the last quoted price or, if not so
quoted, the average of the high bid and low asked prices in the over-the-counter
market, as reported by NASDAQ or such other system then in use, or, if on any
such date the Rights are not quoted by any such organization, the average of the
closing bid and asked prices as furnished by a professional market maker making
a market in the Rights selected by the Board of Directors of the Company. If on
any such date no such market maker is making a market in the Rights, the fair
value of the Rights on such date as determined in good faith by the Board of
Directors of the Company shall be used.

         (b) The Company shall not be required to issue fractions of shares of
Preferred Stock (other than fractions which are integral multiples of one
one-hundredths of a share of Preferred Stock) upon exercise or exchange of the
Rights or to distribute certificates which evidence fractional shares of
Preferred Stock (other than fractions which are integral multiples of one
one-hundredths of a share of Preferred Stock). In lieu of fractional shares of
Preferred Stock that are not integral multiples of one one-hundredths of a share
of Preferred Stock, the Company may pay to the registered holders of Right
Certificates at the time the Rights evidenced thereby are exercised or exchanged
as herein provided an amount in cash equal to the same fraction of the current
market value of one one-hundredth of a share of Preferred Stock. For purposes of
this Section 14(b), the current market value of one one-hundredth of a share of
Preferred Stock shall be one one-hundredth of the closing price of a share of
Preferred Stock, as determined pursuant to Section 11(d) hereof, for the Trading
Day immediately prior to the date of such exercise or exchange, as the case may
be.

         (c) Following the occurrence of a Triggering Event, the Company shall
not be required to issue fractions of shares of Common Stock upon exercise of
the Rights or to distribute certificates which evidence fractional shares of
Common Stock. In lieu of fractional shares of Common Stock, the Company may pay
to the registered holders of Rights Certificates at the time such Rights are
exercised as herein provided an amount in cash equal to the same fraction of the
current market value of one (1) share of Common Stock. For purposes of this
Section 14(c), the current market value of one share of Common Stock shall be
the closing price of one share of Common Stock (as determined pursuant to
Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of
such exercise.

         (d) The holder of a Right by the acceptance of the Right expressly
waives his right to receive any fractional Rights or any fractional shares upon
exercise or exchange of a Right, except as otherwise permitted by this Section
14.

         SECTION 15. RIGHTS OF ACTION. All rights of action in respect of this
Agreement, are vested in the respective registered holders of the Right
Certificates (and, prior to the Distribution


                                       28
<PAGE>


Date, the registered holders of Common Stock); and any registered holder of any
Right Certificate (or, prior to the Distribution Date, of the Common Stock),
without the consent of the Rights Agent or of the holder of any other Right
Certificate (or, prior to the Distribution Date, of the Common Stock), may, in
his own behalf and for his own benefit, enforce, and may institute and maintain
any suit, action or proceeding against the Company to enforce, or otherwise act
in respect of, his right to exercise the Rights evidenced by such Right
Certificate in the manner provided in such Right Certificate and in this
Agreement. Without limiting the foregoing or any remedies available to the
holders of Rights, it is specifically acknowledged that the holders of Rights
would not have an adequate remedy at law for any breach of this Agreement and
will be entitled to specific performance of the obligations hereunder and
injunctive relief against actual or threatened violations of the obligations
hereunder of any Person subject to this Agreement.

         SECTION 16. AGREEMENT OF RIGHT HOLDERS. Every holder of a Right by
accepting the same consents and agrees with the Company and the Rights Agent and
with every other holder of a Right that:

               (a) prior to the Distribution Date, the Rights will be
          transferable only in connection with the transfer of the Common Stock;

               (b) after the Distribution Date, the Right Certificates will be
          transferable only on the registry books of the Rights Agent if
          surrendered at the principal office of the Rights Agent, duly endorsed
          or accompanied by a proper instrument of transfer and with the
          appropriate forms and certificates fully executed;

               (c) subject to Section 6, Section 7(e) and Section 7(f) hereof,
          the Company and the Rights Agent may deem and treat the Person in
          whose name the Right Certificate (or, prior to the Distribution Date,
          the associated Common Stock certificate) is registered as the absolute
          owner thereof and of the Rights evidenced thereby (notwithstanding any
          notations of ownership or writing on the Right Certificates or the
          associated Common Stock certificate made by anyone other than the
          Company or the Rights Agent) for all purposes whatever; and neither
          the Company nor the Rights Agent, subject to the last sentence of
          Section 7(e) hereof, shall be required to be affected by any notice to
          the contrary;

               (d) notwithstanding anything in this Agreement to the contrary,
          neither the Company nor the Rights Agent shall have any liability to
          any holder of a Right or other Person as a result of its inability to
          perform any of its obligations under this Agreement by reason of any
          preliminary or permanent injunction or other order, decree or ruling
          issued by a court of competent jurisdiction or by a governmental,
          regulatory or administrative agency or commission, or any statute,
          rule, regulation or executive order promulgated or enacted by any
          governmental authority, prohibiting or otherwise restraining
          performance of such obligation; provided, however, that the Company
          must use its best efforts to have any such order, decree or ruling
          lifted or otherwise overturned as soon as possible.


                                       29
<PAGE>


         SECTION 17. RIGHT CERTIFICATE HOLDER NOT DEEMED A SHAREHOLDER. No
holder, as such, of any Right Certificate shall be entitled to vote, receive
dividends or be deemed for any purpose the holder of the Preferred Stock, Common
Stock or any other securities of the Company which may at any time be issuable
on the exercise of the Rights represented thereby, nor shall anything contained
herein or in any Right Certificate be construed to confer upon the holder of any
Right Certificate, as such, any of the rights of a shareholder of the Company or
any right to vote for the election of directors or upon any matter submitted to
shareholders at any meeting thereof, or to give or withhold consent to any
corporate action, or to receive notice of meetings or other actions affecting
shareholders (except as provided in Section 25 hereof), or to receive dividends
or subscription rights, or otherwise, until the Right or Rights evidenced by
such Right Certificate shall have been exercised or exchanged in accordance with
the provisions hereof.

         SECTION 18. CONCERNING THE RIGHTS AGENT. (a) The Company agrees to pay
to the Rights Agent reasonable compensation for all services rendered by it
hereunder and, from time to time, on demand of the Rights Agent, its reasonable
expenses and counsel fees and other disbursements incurred in the administration
and execution of this Agreement and the exercise and performance of its duties
hereunder. The Company also agrees to indemnify the Rights Agent for, and to
hold it harmless against, any loss, liability, or expense, incurred without
negligence, bad faith or willful misconduct on the part of the Rights Agent
(including the reasonable fees and expenses of counsel), for anything done or
omitted by the Rights Agent in connection with the acceptance and administration
of this Agreement, including the costs and expenses of defending against any
claim of liability in the premises.

         (b) The Rights Agent shall be protected and shall incur no liability
for or in respect of any action taken, suffered or omitted by it in connection
with its administration of this Agreement in reliance upon any Right Certificate
or certificate for the Common Stock or for other securities of the Company,
instrument of assignment or transfer, power of attorney, endorsement, affidavit,
letter, notice, direction, consent, instruction, adjustment notice, certificate,
statement, or other paper or document believed by it to be genuine and to be
signed, executed and, where necessary, verified or acknowledged, by the proper
Person or Persons.

         (c) In addition to the foregoing, the Rights Agent shall be protected
and shall incur no liability for, or in respect of, any action taken or omitted
by it in connection with its administration of this Agreement in reliance upon
(i) the proper execution of the certification appended to the Form of Assignment
and the Form of Election to Purchase included as part of Exhibit B hereto (the
"Certification"), unless the Rights Agent shall have actual knowledge that, as
executed, the Certification is untrue, or (ii) the non-execution or failure to
complete the Certification including, without limitation, any refusal to honor
any otherwise permissible assignment or election by reason of such non-execution
or failure.

         SECTION 19. MERGER OR CONSOLIDATION OR CHANGE OF NAME OF RIGHTS AGENT.
(a) Any corporation into which the Rights Agent or any successor Rights Agent
may be merged or with which it may be consolidated, or any corporation resulting
from any merger or consolidation


                                       30
<PAGE>


to which the Rights Agent or any successor Rights Agent shall be a party, or any
corporation succeeding to the corporate trust business and/or the stock transfer
business of the Rights Agent or any successor Rights Agent, shall be the
successor to the Rights Agent under this Agreement without the execution or
filing of any paper or any further act on the part of any of the parties hereto,
provided that such corporation would be eligible for appointment as a successor
Rights Agent under the provisions of Section 21. In case at the time such
successor Rights Agent shall succeed to the agency created by this Agreement,
any of the Right Certificates shall have been countersigned but not delivered,
any such successor Rights Agent may adopt the countersignature of the
predecessor so countersigned; and in case at that time any of the Right
Certificates shall not have been countersigned, any successor Rights Agent may
countersign such Right Certificates either in the name of the predecessor Rights
Agent or in the name of the successor Rights Agent; and in all such cases such
Right Certificates shall have the full force provided in the Right Certificates
and in this Agreement.

         (b) In case at any time the name of the Rights Agent shall be changed
and at such time any of the Right Certificates shall have been countersigned but
not delivered, the Rights Agent may adopt the countersignature under its prior
name and deliver Right Certificates so countersigned; and in case at that time
any of the Right Certificates shall not have been countersigned, the Rights
Agent may countersign such Right Certificates either in its prior name or in its
changed name; and in all such cases such Right Certificates shall have the full
force provided in the Right Certificates and in this Agreement.

         SECTION 20. DUTIES OF RIGHTS AGENT. The Rights Agent undertakes the
duties and obligations imposed by this Agreement upon the following terms and
conditions, by all of which the Company and the holders of Right Certificates,
by their acceptance thereof, shall be bound:

               (a) The Rights Agent may consult with legal counsel (who may be
          legal counsel for the Company), and the opinion of such counsel shall
          be full and complete authorization and protection to the Rights Agent
          as to any action taken or omitted by it in good faith and in
          accordance with such opinion. The Company shall only be responsible
          for reasonable fees and expenses of counsel engaged by the Rights
          Agent with the Company's prior express written consent.

               (b) Whenever in the performance of its duties under this
          Agreement the Rights Agent shall deem it necessary or desirable that
          any fact or matter be proved or established by the Company prior to
          taking or suffering any action hereunder, such fact or matter (unless
          other evidence in respect thereof be herein specifically prescribed)
          may be deemed to be conclusively proved and established by a
          certificate signed by any one of the Chairman of the Board, the
          President, any Vice President, the Treasurer or the Secretary of the
          Company and delivered to the Rights Agent; and such certificate shall
          be full authorization to the Rights Agent for any action taken or
          suffered in good faith by it under the provisions of this Agreement in
          reliance upon such certificate.


                                       31
<PAGE>


               (c) The Rights Agent shall be liable hereunder only for its own
          negligence, bad faith or willful misconduct.

               (d) The Rights Agent shall not be liable for or by reason of any
          of the statements of fact or recitals contained in this Agreement or
          in the Right Certificates (except its countersignature thereof) or be
          required to verify the same, but all such statements and recitals are
          and shall be deemed to have been made by the Company only.

               (e) The Rights Agent shall not be under any responsibility in
          respect of the validity of this Agreement or the execution and
          delivery hereof (except the due execution hereof by the Rights Agent)
          or in respect of the validity or execution of any Right Certificate
          (except its countersignature thereof); nor shall it be responsible for
          any breach by the Company of any covenant or condition contained in
          this Agreement or in any Right Certificate; nor shall it be
          responsible for any change in the exercisability of the Rights
          (including the Rights becoming void pursuant to Section 7(e) hereof)
          or any adjustment required under the provisions of Sections 11 or 13
          hereof or responsible for the manner, method or amount of any such
          adjustment or the ascertaining of the existence of facts that would
          require any such adjustment (except with respect to the exercise of
          Rights evidenced by Right Certificates after actual notice of any such
          adjustment); nor shall it be responsible for any determination by the
          Board of Directors of the Company of the current market value of the
          Rights or Preferred Stock pursuant to the provisions of Section 14
          hereof; nor shall it by any act hereunder be deemed to make any
          representation or warranty as to the authorization or reservation of
          any shares of the Preferred Stock or Common Stock or other securities
          to be issued pursuant to this Agreement or any Right Certificate or as
          to whether any shares of Preferred Stock or Common Stock will, when
          issued, be validly authorized and issued, fully paid and
          nonassessable.

               (f) The Company agrees that it will perform, execute, acknowledge
          and deliver or cause to be performed, executed, acknowledged and
          delivered all such further and other acts, instruments and assurances
          as may reasonably be required by the Rights Agent for the carrying out
          or performing by the Rights Agent of the provisions of this Agreement.

               (g) The Rights Agent is hereby authorized and directed to accept
          instructions with respect to the performance of its duties hereunder
          and certificates delivered pursuant to any provision hereof from any
          one of the Chairman of the Board, the President, any Vice President,
          the Secretary or the Treasurer of the Company, and is authorized to
          apply to such officers for advice or instructions in connection with
          its duties, and it shall not be liable for any action taken or
          suffered to be taken by it in good faith in accordance with
          instructions of any such officer.


                                       32
<PAGE>


               (h) The Rights Agent and any shareholder, director, officer or
          employee of the Rights Agent may buy, sell or deal in any of the
          Rights or other securities of the Company or become pecuniarily
          interested in any transaction in which the Company may be interested,
          or contract with or lend money to the Company or otherwise act as
          fully and freely as though it were not Rights Agent under this
          Agreement. Nothing herein shall preclude the Rights Agent from acting
          in any other capacity for the Company or for any other legal entity.

               (i) The Rights Agent may execute and exercise any of the rights
          or powers hereby vested in it or perform any duty hereunder either by
          itself or by or through its attorneys or agents, and the Rights Agent
          shall not be answerable or accountable for any act, default, neglect
          or misconduct of any such attorneys or agents or for any loss to the
          Company resulting from any such act, default, neglect or misconduct,
          provided reasonable care was exercised in the selection and continued
          employment thereof.

               (j) No provision of this Agreement shall require the Rights Agent
          to expend or risk its own funds or otherwise incur any financial
          liability in the performance of any of its duties hereunder or in the
          exercise of its rights if there shall be reasonable grounds for
          believing that repayment of such funds or adequate indemnification
          against such risk or liability is not reasonably assured to it.

               (k) If, with respect to any Right Certificate surrendered to the
          Rights Agent for exercise or transfer, the certificate attached to the
          form of assignment or form of election to purchase, as the case may
          be, has either not been completed or indicates an affirmative
          response, the Rights Agent shall not take any further action with
          respect to such requested exercise or transfer without first
          consulting the Company. The Company shall give the Rights Agent prompt
          written instructions as to the action to be taken regarding the Right
          Certificates involved. The Rights Agent shall not be liable for acting
          in accordance with such instructions.

         SECTION 21. CHANGE OF RIGHTS AGENT. The Rights Agent or any successor
Rights Agent may resign and be discharged from its duties under this Agreement
upon thirty (30) days' notice in writing mailed to the Company and to each
transfer agent of the Preferred Stock and the Common Stock by registered or
certified mail, and, at the Company's expense, to the holders of the Right
Certificates by first class mail. The Company may remove the Rights Agent or any
successor Rights Agent upon thirty (30) days' notice in writing, mailed to the
Rights Agent or successor Rights Agent, as the case may be, and to each transfer
agent of the Preferred Stock and the Common Stock by registered or certified
mail, and to the holders of the Right Certificates by first class mail. If the
Rights Agent shall resign or be removed or shall otherwise become incapable of
acting, the Company shall appoint a successor to the Rights Agent. If the
Company shall fail to make such appointment within a period of thirty (30) days
after giving notice of such removal or after it has been notified in writing of
such resignation or incapacity by the resigning or incapacitated Rights Agent or
by the holder of a Right Certificate (who shall, with such notice,


                                       33
<PAGE>


submit his Right Certificate for inspection by the Company), then the Company
shall become the temporary Rights Agent and the registered holder of any Right
Certificate may apply to any court of competent jurisdiction for the appointment
of a new Rights Agent. Any successor Rights Agent, whether appointed by the
Company or by such a court, shall be (a) a corporation organized and doing
business under the laws of the United States or of the State of New York (or of
any other state of the United States so long as such corporation is authorized
to do business as a banking institution in the State of New York), in good
standing, having a principal office in the State of New York, which is
authorized under such laws to exercise corporate trust powers and/or stock
transfer powers and is subject to supervision or examination by federal or state
authority or which has at the time of its appointment as Rights Agent a combined
capital and surplus of at least $50 million. After appointment, the successor
Rights Agent shall be vested with the same powers, rights, duties and
responsibilities as if it had been originally named as Rights Agent without
further act or deed; but the predecessor Rights Agent shall deliver and transfer
to the successor Rights Agent any property at the time held by it hereunder, and
execute and deliver any further assurance, conveyance, act or deed necessary for
the purpose. Not later than the effective date of any such appointment the
Company shall file notice thereof in writing with the predecessor Rights Agent
and each transfer agent of the Preferred Stock and Common Stock and mail a
notice thereof in writing to the registered holders of the Right Certificates.
Failure to give any notice provided for in this Section 21, however, or any
defect therein, shall not affect the legality or validity of the resignation or
removal of the Rights Agent or the appointment of the successor Rights Agent, as
the case may be.

         SECTION 22. ISSUANCE OF NEW RIGHT CERTIFICATES. Notwithstanding any of
the provisions of this Agreement or of the Rights to the contrary, the Company
may, at its option, issue new Right Certificates evidencing Rights in such form
as may be approved by its Board of Directors to reflect any adjustment or change
in the Purchase Price and the number or kind or class of shares or other
securities or property purchasable under the Right Certificates made in
accordance with the provisions of this Agreement. In addition, in connection
with the issuance or sale of shares of the Common Stock following the
Distribution Date and prior to the Expiration Date of the Rights, the Company
(a) shall, with respect to shares of the Common Stock so issued or sold pursuant
to the exercise of options or under any employee plan or arrangement, or upon
the exercise, conversion or exchange of securities hereinafter issued by the
Company, and (b) may, in any other case, if deemed necessary or appropriate by
the Board of Directors of the Company, issue Right Certificates representing the
appropriate number of Rights in connection with such issuance or sale; provided,
however, that (i) no such Right Certificate shall be issued if, and to the
extent that, the Company shall be advised by counsel that such issuance would
create a significant risk of material adverse tax consequences to the Company or
the Person to whom such Right Certificate would be issued, and (ii) no such
Right Certificate shall be issued if, and to the extent that, appropriate
adjustment shall otherwise have been made in lieu of the issuance thereof.

         SECTION 23. REDEMPTION AND TERMINATION. (a) The Board of Directors of
the Company may, at its option, at any time prior to the earlier of (x) the
close of business on the tenth Business Day following the Shares Acquisition
Date (or if the Shares Acquisition Date shall have occurred prior to the Record
Date, the close of business on the tenth Business Day following the


                                       34
<PAGE>


Record Date), or (y) the Final Expiration Date, redeem all but not less than all
of the then outstanding Rights at a redemption price of $0.001 per Right as
appropriately adjusted to reflect any stock split, dividend of shares or similar
transaction occurring after the date hereof (such redemption price being
hereinafter referred to as the "Redemption Price"), and the Company may, at its
option, pay the Redemption Price either in shares of the Common Stock (valued at
their current market price as defined in Section 11(d) on the date of the
redemption), other securities, cash, other assets or any other form of
consideration deemed appropriate by the Board of Directors; provided, however,
that if the Board of Directors of the Company authorizes redemption of the
Rights in either of the circumstances set forth in clauses (x) or (y) below then
there must be Independent Directors in office and such authorization shall
require the concurrence of a majority of the Independent Directors: (x) such
authorization occurs on or after the Shares Acquisition Date or (y) such
authorization occurs on or after the date of a change (resulting from a proxy or
consent solicitation) in a majority of the Directors of the Company in office at
the commencement of such solicitation if any Person who is a participant in such
solicitation has stated (or if upon the commencement of such solicitation a
majority of the directors of the Company has determined in good faith) that such
Person (or any of its Affiliates or Associates) intends to take, or may consider
taking, any action which would result in such Person becoming an Acquiring
Person or which would cause the occurrence of a Triggering Event.
Notwithstanding anything contained in this Agreement to the contrary, the Rights
shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event
until such time as the Company's right of redemption hereunder has expired, as
the same may be extended pursuant to Section 27 hereof.

         (b) In deciding whether or not to exercise the Company's right of
redemption hereunder, the directors of the Company shall act in good faith, in a
manner they reasonably believe to be in the best interests of the Company and
with such care, including reasonable inquiry, skill and diligence, as a person
of ordinary prudence would use under similar circumstances, and they may
consider the long-term and short-term effects of any action upon employees,
customers and creditors of the Company and upon communities in which offices or
other establishments of the Company are located, and all other pertinent
factors.

         (c) Immediately upon the action of the Board of Directors of the
Company ordering the redemption of the Rights, and without any further action
and without any notice, the right to exercise the Rights will terminate and the
only right thereafter of the holders of Rights shall be to receive the
Redemption Price for each Right held. Within ten Business Days after the action
of the Board of Directors ordering the redemption of the Rights, the Company
shall give notice of such redemption to holders of the then outstanding Rights
by mailing such notice to the Rights Agent and to all such holders at their last
addresses as they appear upon the registry books of the Rights Agent or, prior
to the Distribution Date, on the registry books of the Transfer Agent for the
Common Stock. Any notice which is mailed in the manner herein provided shall be
deemed given, whether or not the holder receives the notice. Each such notice of
redemption will state the method by which the payment of the Redemption Price
will be made. Neither the Company nor any of its Affiliates or Associates may
redeem, acquire or purchase for value any Rights at any time in any manner other
than that specifically set forth in this Section 23, and other than in
connection with the repurchase of Common Stock prior to the Distribution Date.


                                       35
<PAGE>


         (d) In the event the Company shall at any time after the date of this
Rights Agreement (i) pay any dividend on Common Stock in shares of Common Stock,
(ii) subdivide the outstanding shares of Common Stock into a greater number of
shares or (iii) combine the outstanding shares of Common Stock into a smaller
number of shares of the outstanding shares of Common Stock, then and in each
such event the Redemption Price after such event shall equal the Redemption
Price immediately prior to such event multiplied by a fraction, the numerator of
which is the number of shares of Common Stock outstanding immediately prior to
such event and the denominator of which is the number of shares of Common Stock
outstanding immediately after such event; provided, however, that in each case
such adjustment to the Redemption Price shall be made only if the amount of the
Redemption Price shall be reduced or increased by $0.0001 per Right.

         SECTION 24. EXCHANGE. (a) The Board of Directors of the Company may, at
its option, at any time on or after the occurrence of a Section 11(a)(ii) Event,
exchange all or part of the then outstanding and exercisable Rights (which shall
not include Rights that have become void pursuant to the provisions of Section
7(e) hereof) for shares of Common Stock at an exchange ratio of one share of
Common Stock per Right, appropriately adjusted to reflect any stock split, stock
dividend or similar transaction occurring after the date hereof (such exchange
ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding
the foregoing, the Board of Directors shall not be empowered to effect such
exchange at any time after any Person (other than an Exempt Person), together
with all Affiliates and Associates of such Person, becomes the beneficial owner
of 50% or more of the Common Stock of the Company.

         (b) Immediately upon the action of the Board of Directors of the
Company ordering the exchange of any Rights pursuant to subsection (a) of this
Section 24 and without any further action and without any notice, the right to
exercise such Rights shall terminate and the only right thereafter of a holder
of such Rights shall be to receive that number of shares of Common Stock equal
to the number of such Rights held by such holder multiplied by the Exchange
Ratio. The Company shall promptly give notice of any such exchange in accordance
with Section 26 hereof; provided, however, that the failure to give, or any
defect in, such notice shall not affect the validity of such exchange. Each such
notice of exchange will state the method by which the exchange of the shares of
Common Stock for Rights will be effected and, in the event of any partial
exchange, the number of Rights which will be exchanged. Any partial exchange
shall be effected pro rata based on the number of Rights (other than Rights
which have become void pursuant to the provisions of Section 7(e) hereof) held
by each holder of Rights.

         (c) In any exchange pursuant to this Section 24, the Company, at its
option, may substitute for any share of the Common Stock exchangeable for a
Right (i) common stock equivalents, (ii) Preferred Stock (or preferred stock
equivalents, as such term is defined in Section 11(b) hereof), (iii) cash, (iv)
debt or other securities of the Company, (v) other property, or (vi) any
combination of the foregoing, having an aggregate value which a majority of the
Independent Directors and the Board of Directors of the Company shall have
determined in good faith to be equal to the current market price of one share of
the Common Stock on the Trading Day immediately preceding the date of exchange
pursuant to this Section 24.


                                       36
<PAGE>


         (d) In the event that there shall not be sufficient shares of Common
Stock or Preferred Stock (or preferred stock equivalents) issued but not
outstanding or authorized but unissued to permit any exchange of Rights as
contemplated in accordance with this Section 24, the Company shall take all such
action as may be necessary to authorize additional shares of Common Stock or
Preferred Stock (or preferred stock equivalents) for issuance upon exchange of
the Rights.

         (e) The Company shall not be required to issue fractions of Common
Stock or to distribute certificates which evidence fractional shares of Common
Stock. If the Company elects not to issue such fractional shares of Common
Stock, the Company shall pay, in lieu of such fractional shares of Common Stock,
to the registered holders of the Right Certificates with regard to which such
fractional shares of Common Stock would otherwise be issuable, an amount in cash
equal to the same fraction of the current market price of a whole share of
Common Stock. For the purposes of this paragraph (e), the current market price
of a whole share of Common Stock shall be the closing price of a share of Common
Stock (as determined pursuant to the second sentence of Section 11(d)(i) hereof)
for the Trading Day immediately prior to the date of exchange pursuant to this
Section 24.

         SECTION 25. NOTICE OF CERTAIN EVENTS. In case the Company shall propose
at any time following the Distribution Date (a) to declare or pay any dividend
payable in shares of any class to the holders of its Preferred Stock or to make
any other distribution to the holders of its Preferred Stock (other than a
regular periodic cash dividend at a rate in excess of 125% of the rate of the
last cash dividend theretofore paid), or (b) to offer to the holders of its
Preferred Stock rights or warrants to subscribe for or to purchase any
additional shares of the Preferred Stock or share capital of any class or any
other securities, rights or options, or (c) to effect any reclassification of
its Preferred Stock (other than a reclassification involving only the
subdivision of outstanding Preferred Stock), or (d) to effect any combination,
consolidation or merger into or with any other Person (other than a Subsidiary
of the Company in a transaction which complies with Section 11(n) hereof), or to
effect any sale or other transfer (or to permit one or more of its Subsidiaries
to effect any sale or other transfer), in one or more transactions, of more than
50% of the assets or earning power of the Company and its Subsidiaries (taken as
a whole) to, any other Person or Persons (other than the Company and/or any of
its Subsidiaries in one or more transactions each of which complies with
Sections 11(n) hereof), or (e) to declare or pay any dividend on the Common
Stock payable in Common Stock or to effect a subdivision, combination or
consolidation of the Common Stock (by reclassification or otherwise), or (f) to
effect the liquidation, dissolution or winding up of the Company, then, in each
such case, the Company shall give to the Rights Agent and to each holders of a
Right, in accordance with Section 26, a notice of such proposed action, which
shall specify the record date for the purposes of such dividend of shares,
distribution of rights or Rights, or the date on which such reclassification,
combination, consolidation, merger, sale, transfer, liquidation', dissolution,
or winding up is to take place and the date of participation therein by the
holders of the Preferred Stock and/or Common Stock, if any such date is to be
fixed, and such notice shall be so given in the case of any action covered by
clause (a) or (b) above at least twenty (20) days prior to the record date for
determining holders of the Preferred Stock and/or Common Stock for purposes of
such action, and in the case of any such other action, at least twenty (20) days


                                       37
<PAGE>


prior to the date of the taking of such proposed action or the date of
participation therein by the holders of its Common Stock, whichever shall be the
earlier.

         In case a Section 11(a)(ii) Event shall occur, then, in any such case,
the Company shall as soon as practicable thereafter give to the Rights Agent and
to each holder of a Right, to the extent feasible and in accordance with Section
26, a notice of the occurrence of such event, which shall specify the event and
the consequences of the event to holders of Rights under Section 11(a)(ii).

         SECTION 26. NOTICES. Notices or demands authorized by this Agreement to
be given or made by the Rights Agent or by the holder of any Right Certificate
to or on the Company shall be sufficiently given or made if sent by first-class
mail, postage prepaid, addressed (until another address is filed in writing with
the Rights Agent) as follows:

                     The Goodyear Tire & Rubber Company
                     1144 East Market Street
                     Akron, Ohio  44316-0001
                     Attention: General Counsel

Subject to the provisions of Section 21, any notice or demand authorized by this
Agreement to be given or made by the Company or by the holder of any Right
Certificate to or on the Rights Agent shall be sufficiently given or made if
sent by first class mail, postage prepaid, addressed (until another address is
filed in writing with the Company) as follows:


                     EquiServe Trust Company, N.A.
                     525 Washington Blvd.
                     Jersey City, New Jersey  07310
                     Attention: President

         Notices or demands authorized by this Agreement to be given or made by
the Company or the Rights Agent to the holder of any Right Certificate (or,
prior to the Distribution Date, to the holder of any certificate representing
shares of Common Stock) shall be sufficiently given or made if sent by
first-class mail, postage prepaid, addressed to such holder at the address of
such holder as shown on the registry books of the Company.

         SECTION 27. SUPPLEMENTS AND AMENDMENTS. Prior to the earlier of the
Distribution Date or the Shares Acquisition Date and subject to the penultimate
sentence of this Section 27, the Company may from time to time supplement or
amend this Agreement without the approval of any holders of Right Certificates.
From and after the earlier of the Distribution Date or the Shares Acquisition
Date, and subject to the penultimate sentence of this Section 27, the Company
may from time to time supplement or amend this Agreement without the approval of
any holders of Right Certificates in order (i) to cure any ambiguity, (ii) to
correct or supplement any provision contained herein which may be defective or
inconsistent with any other provisions herein, (iii) to lengthen the time period
during which the Rights may be redeemed following the Shares


                                       38
<PAGE>


Acquisition Date for up to an additional twenty Business Days beyond the time
period set forth in Section 23(a) (provided, that any such lengthening shall be
effective only if a majority of the Board of Directors of the Company is
comprised of Independent Directors and a majority of such Independent Directors
concur in such lengthening) or (iv) to change or supplement the provisions
hereunder in any manner which the Company may deem necessary or desirable and
which shall not adversely affect the interests of the holders of Right
Certificates (other than an Acquiring Person or an Affiliate or Associate of an
Acquiring Person); provided, however, that this Agreement shall not be
supplemented or amended in any way (other than pursuant to clauses (i) and (ii)
above) unless such amendment is approved by a majority of the Independent
Directors whose determination shall be final and the Independent Directors
constitute a majority of the Board of Directors. Upon the delivery of a
certificate from an appropriate officer of the Company which states that the
proposed supplement or amendment is in compliance with the terms of this Section
27, the Rights Agent shall execute such supplement or amendment. Notwithstanding
anything in this Agreement to the contrary, no supplement or amendment shall be
made on or after the Distribution Date which changes the Redemption Price, the
Final Expiration Date, the Purchase Price or the number of one one-hundredths of
a share of Preferred Stock for which a Right is then exercisable. Prior to the
earlier of the Shares Acquisition Date or the Distribution Date, the interests
of the holders of Rights shall be deemed coincident with the interests of the
holders of Common Stock.

         SECTION 28. SUCCESSORS. All the covenants and provisions of this
Agreement by or for the benefit of the Company or the Rights Agent shall bind
and inure to the benefit of their respective successors and assigns hereunder.

         SECTION 29. DETERMINATIONS AND ACTIONS BY THE BOARD OF DIRECTORS, ETC.
For all purposes of this Agreement, any calculation of the number of shares of
Common Stock outstanding at any particular time, including for purposes of
determining the particular percentage of such outstanding shares of Common Stock
of which any Person is the Beneficial Owner, shall be made in accordance with
the provisions of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under
the Exchange Act. The Board of Directors of the Company (and, where specifically
provided for herein, the Independent Directors) shall have the exclusive power
and authority to administer this Agreement and to exercise all rights and powers
specifically granted to the Board or the Company (or, as expressly provided, the
Independent Directors), or as may be necessary or advisable in the
administration of this Agreement, including, without limitation, the right and
power to (i) interpret the provisions of this Agreement, and (ii) make all
determinations deemed necessary or advisable for the administration of this
Agreement (including a determination to redeem or not redeem the Rights or to
amend the Agreement). All such actions, calculations, interpretations and
determinations (including, for the purpose of clause (ii) below, all omissions
with respect to the foregoing) which are done or made by the Board (or, as
provided for, by the Independent Directors) in good faith, shall (i) be final,
conclusive and binding on the Company, the Rights Agent, the holders of the
Right Certificates and all other parties, and (ii) not subject the Board or the
Independent Directors to any liability to the holders of the Right Certificates
or to any other Person.


                                       39
<PAGE>


         SECTION 30. BENEFITS OF THIS AGREEMENT. Nothing in this Agreement shall
be construed to give to any Person other than the Company, the Rights Agent and
the registered holders of the Right Certificates (and, prior to the Distribution
Date, the Common Stock) any legal or equitable right, remedy or claim under this
Agreement; but this Agreement shall be for the sole and exclusive benefit of the
Company, the Rights Agent and the registered holders of the Right Certificates
(and, prior to the Distribution Date, registered holders of the Common Stock).
The Rights Agent is the Agent of the Company and not of the holders of the
Rights and/or Rights Certificates.

         SECTION 31. SEVERABILITY. If any term, provision, covenant, or
restriction of this Agreement is held by a court of competent jurisdiction or
other authority to be invalid, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Agreement shall remain in
full force and effect and shall in no way be affected, impaired or invalidated;
provided, however, that notwithstanding anything in this Agreement to the
contrary, if any such term, provision, covenant or restriction is held by such
court or authority to be invalid, void or unenforceable and the Board of
Directors of the Company determines in its good faith judgment that severing the
invalid language from this Agreement would adversely affect the purpose or
effect of this Agreement, the right of redemption set forth in Section 23 hereof
shall be reinstated and shall not expire until the close of business on the
tenth day following the date of such determination by the Board of Directors.

         SECTION 32. GOVERNING LAW. This Agreement and each Right Certificate
issued hereunder shall be deemed to be a contract made under the laws of the
State of Ohio and for all purposes shall be governed by and construed in
accordance with the laws of such State applicable to contracts to be made and
performed entirely within such State.

         SECTION 33. COUNTERPARTS. This Agreement may be executed in any number
of counterparts and each of such counterparts shall for all purposes be deemed
to be an original, and all such counterparts shall together constitute but one
and the same instrument.

         SECTION 34. DESCRIPTIVE HEADINGS. Descriptive headings of the several
Sections of this Agreement are inserted for convenience only and shall not
control or affect the meaning or construction of any of the provisions hereof.


                                       40
<PAGE>


         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.

[SEAL]

                                        THE GOODYEAR TIRE & RUBBER COMPANY


Attest:                             By: /s/ C. Thomas Harvie
                                       -----------------------------------------
                                       Name:   C. Thomas Harvie
                                       Title:  Senior Vice President, General
By: /s/ Bertram Bell                           Counsel and Secretary
   ----------------------------
   Name:   Bertram Bell
   Title:  Assistant Secretary

[SEAL]


                                        EQUISERVE TRUST COMPANY, N.A.
                                          (AS RIGHTS AGENT)


Attest:                             By: /s/ Collin Ekeogu
                                        ----------------------------------------
                                        Name:   Collin Ekeogu
                                        Title:  Director
By: /s/ Mario Vitale
   ----------------------------
   Name:   Mario Vitale
   Title:  Manager


                                       41
<PAGE>


                                                                       EXHIBIT A
                                                                       ---------


                            CERTIFICATE OF AMENDMENT
                                       TO
                        AMENDED ARTICLES OF INCORPORATION

                                       OF

                       THE GOODYEAR TIRE & RUBBER COMPANY



         Samir F. Gibara, President, and James Boyazis, Secretary, of The
Goodyear Tire & Rubber Company, an Ohio corporation, with its principal office
located at Akron, Summit County, Ohio, do hereby certify that, pursuant to the
authority conferred upon the Board of Directors of said corporation by Section 1
of Part B of ARTICLE FOURTH of the Amended Articles of Incorporation of the said
corporation and by the Ohio General Corporation Law, at a meeting of the Board
of Directors of said corporation duly called and held on the 4th day of June,
1996, at which meeting a quorum of the Board of Directors was at all times
present, the Board of Directors was without shareholder action, which
shareholder action was not required, the following resolution:

         RESOLVED, that The Goodyear Tire & Rubber Company hereby adopts the
following amendment to its Amended Articles of Incorporation, as amended to
date, and that the Chairman of the Board, the President or a Vice President and
the Secretary or an Assistant Secretary of the Company are hereby authorized and
directed to sign and file in the office of the Secretary of State of the State
of Ohio a certificate containing a copy of the resolution adopting the amendment
and a statement of the manner of its adoption:

         The Amended Articles of Incorporation of the Company are hereby amended
to create a new series of Preferred Stock by adding a new Section 1-B to PART B
of ARTICLE FOURTH as follows:

         Section 1-B. Series B Preferred Stock, Without Par Value.

         A series of Preferred Stock is hereby created having the following
terms:

         1. Designation. The shares of such series are designated as: "Series B
Preferred Stock, without par value."

         2. Authorized Number of Shares - Fractional Shares. The authorized
number of shares constituting the Series B Preferred Stock is 7,000,000. Series
B Preferred Stock may be issued in fractions of a share which shall entitle the
holder, in proportion to such holder's fractional shares,


                                      A-1


<PAGE>


to exercise voting rights, receive dividends, participate in distributions and
to have the benefit of all other rights of holders of Series B Preferred Stock.

         3. Dividends and Distributions.

         (A) Subject to any prior and superior rights of the holders of any
series of Preferred Stock ranking prior and superior to the shares of Series B
Preferred Stock with respect to dividends that may be authorized by the Amended
Articles of Incorporation, the holders of shares of Series B Preferred Stock
shall be entitled prior to the payment of any dividends on shares ranking junior
to the Series B Preferred Stock to receive, when, as and if declared by the
Board of Directors out of funds legally available for the purpose, quarterly
dividends payable in cash on the last day of January, April, July and October in
each year (each such date being referred to herein as a "Quarterly Dividend
Payment Date"), commencing on the first Quarterly Dividend Payment Date after
the first issuance of a share or fraction of a share of Series B Preferred
Stock, in an amount per share (rounded to the nearest cent) equal to the greater
of (a) $25.00 or (b) subject to the provisions for adjustment hereinafter set
forth, 100 times the aggregate per share amount of all cash dividends, and 100
times the aggregate per share amount (payable in kind) of all non-cash dividends
or other distributions other than a dividend payable in shares of Common Stock
or a subdivision of the outstanding shares of Common Stock (by reclassification
or otherwise), declared on the Common Stock since the immediately preceding
Quarterly Dividend Payment Date, or, with respect to the first Quarterly
Dividend Payment Date, since the first issuance of any share or fraction of a
share of Series B Preferred Stock. In the event the Corporation shall at any
time after July 29, 1996 (the "Rights Declaration Date") (i) declare any
dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the
outstanding Common Stock, or (iii) combine the outstanding Common Stock into a
smaller number of shares, then in each such case the amount to which holders of
shares of Series B Preferred Stock were entitled immediately prior to such event
under clause (b) of the preceding sentence shall be adjusted by multiplying such
amount by a fraction the numerator of which is the number of shares of Common
Stock outstanding immediately after such event and the denominator of which is
the number of shares of Common Stock that were outstanding immediately prior to
such event.

         (B) The Corporation shall declare a dividend or distribution on the
Series B Preferred Stock as provided in paragraph (A) above immediately after it
declares a dividend or distribution on the Common Stock (other than a dividend
payable in shares of Common Stock); provided that, in the event no dividend or
distribution shall have been declared on the Common Stock during the period
between any Quarterly Dividend Payment Date and the next subsequent Quarterly
Dividend Payment Date, a dividend of $25.00 per share on the Series B Preferred
Stock shall nevertheless be payable on such subsequent Quarterly Dividend
Payment Date.

         (C) Dividends shall begin to accrue and be cumulative on outstanding
shares of Series B Preferred Stock from the Quarterly Dividend Payment Date next
preceding the date of issue of such shares of Series B Preferred Stock, unless
the date of issue of such shares is prior to the record date


                                      A-2

<PAGE>


for the first Quarterly Dividend Payment Date, in which case dividends on such
shares shall begin to accrue from the date of issue of such shares, or unless
the date of issue is a Quarterly Dividend Payment Date or is a date after the
record date for the determination of holders of shares of Series B Preferred
Stock entitled to receive a quarterly dividend and before such Quarterly
Dividend Payment Date, in either of which events such dividends shall begin to
accrue and be cumulative from such Quarterly Dividend Payment Date.

         (D) Accrued but unpaid dividends shall not bear interest. Dividends
paid on the shares of Series B Preferred Stock in an amount less than the total
amount of such dividends at the time accrued and payable on such shares shall be
allocated pro rata on a share-by-share basis among all such shares at the time
outstanding. The Board of Directors may fix a record date for the determination
of holders of shares of Series B Preferred Stock entitled to receive payment of
a dividend or distribution declared thereon, which record date shall be no more
than 60 days prior to the date fixed for the payment thereof.

         (E) Dividends in full shall not be declared or paid or set apart for
payment on the Series B Preferred Stock for a dividend period terminating on the
quarterly Dividend Payment Date unless dividends in full have been declared or
paid or set apart for payment on the Preferred Stock of all series (other than
series with respect to which dividends are not cumulative from a date prior to
such dividend date) on such dividend date. When the dividends are not paid in
full on all series of the Preferred Stock, the shares of all series shall share
ratably in the payment of dividends, including accumulations, if any, in
accordance with the sums which would be payable on said shares if all dividends
were declared and paid in full.

         4. Liquidation, Dissolution or Winding Up.

         (A) Upon any liquidation, dissolution or winding up of the Corporation,
no distribution shall be made to the holders of shares of stock ranking junior
(either as to dividends or upon liquidation, dissolution or winding up) to the
Series B Preferred Stock unless, prior thereto, the holders of shares of Series
B Preferred Stock shall have received $25.00 per share, plus an amount equal to
accrued and unpaid dividends and distributions thereon, whether or not declared,
to the date of such payment (the "Series B Liquidation Preference"). Following
the payment of the full amount of the Series B Liquidation Preference, no
additional distributions shall be made to the holders of shares of Series B
Preferred Stock unless, prior thereto, the holders of shares of Common Stock
shall have received an amount per share (the "Common Adjustment") equal to the
quotient obtained by dividing (i) the Series B Liquidation Preference by (ii)
100 (as appropriately adjusted as set forth in subparagraph (C) below to reflect
such events as stock splits, stock dividends and recapitalizations with respect
to the Common Stock) (such number in clause (ii) is hereinafter referred to as
the "Adjustment Number"). Following the payment of the full amount of the Series
B Liquidation Preference and the Common Adjustment in respect of all outstanding
shares of Series B Preferred Stock and Common Stock, respectively, holders of
Series B Preferred Stock and holders of shares of Common Stock shall receive
their ratable and proportionate share of


                                      A-3
<PAGE>


the remaining assets to be distributed in the ratio of the Adjustment Number to
1 with respect to such Series B Preferred Stock and Common Stock, on a per share
basis, respectively.

         (B) In the event, however, that there are not sufficient assets
available to permit payment in full of the Series B Liquidation Preference and
the liquidation preferences of all other series of Preferred Stock, if any,
which rank on a parity with the Series B Preferred Stock, then such remaining
assets shall be distributed ratably to the holders of such parity shares in
proportion to their respective liquidation preferences. In the event, however,
that there are not sufficient assets available to permit payment in full of the
Common Adjustment, then such remaining assets shall be distributed ratably to
the holders of Common Stock.

         (C) In the event the Corporation shall at any time after the Rights
Declaration Date (i) declare any dividend on Common Stock payable in shares of
Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the
outstanding Common Stock into a smaller number of shares, then in each such case
the Adjustment Number in effect immediately prior to such event shall be
adjusted by multiplying such Adjustment Number by a fraction the numerator of
which is the number of shares of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares of Common Stock that
were outstanding immediately prior to such event.

         5. Conversion on Merger, Consolidation, etc. In case the Corporation
shall enter into any merger, consolidation, combination or other transaction in
which the shares of Common Stock are exchanged or changed into other stock or
securities, cash and/or any other property, then in any such case each share of
Series B Preferred Stock shall at the time be similarly exchanged or changed in
an amount per share (subject to the provision for adjustment hereinafter set
forth) equal to 100 times the aggregate amount of stock, securities, cash and/or
any other property (payable in kind), as the case may be, into which or for
which each share of Common Stock is changed or exchanged. In the event the
Corporation shall at any time after the Rights Declaration Date (i) declare any
dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the
outstanding Common Stock, or (iii) combine the outstanding Common Stock into a
smaller number of shares, then in each such case the amount set forth in the
preceding sentence with respect to the exchange or change of shares of Series B
Preferred Stock shall be adjusted by multiplying such amount by a fraction the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.

         6. Redemption. The outstanding shares of Series B Preferred Stock shall
not be redeemable.

         7. Condition to Issuance of any other Series. The Articles of
Incorporation of the Corporation shall not be further amended to provide for the
issuance of any other series of Preferred Stock without the affirmative vote of
the holders of at least two-thirds of the outstanding


                                      A-4
<PAGE>


shares of Series B Preferred Stock, voting separately as one voting group.

         IN WITNESS WHEREOF, said Samir F. Gibara, President, and James Boyazis,
Secretary, of The Goodyear Tire & Rubber Company, acting on behalf of said
corporation, have hereunto subscribed their names and caused the seal of said
corporation to be hereunto affixed this 4th day of June, 1996.



                                        By:
                                           -------------------------------------
                                                Samir F. Gibara, President



                                        By:
                                           -------------------------------------
                                                James Boyazis, Secretary

[SEAL]



                                      A-5

<PAGE>




                                                                       EXHIBIT B
                                                                       ---------


                           (Form of Right Certificate]


Certificate No. R-                  Rights

                  NOT EXERCISABLE AFTER JULY 29, 2006 OR EARLIER IF NOTICE OF
                  REDEMPTION OR EXCHANGE IS GIVEN. THE RIGHTS ARE SUBJECT TO
                  REDEMPTION, AT THE OPTION OF THE COMPANY, AT $.001 PER RIGHT
                  AND TO EXCHANGE ON THE TERMS SET FORTH IN THE RIGHTS
                  AGREEMENT. UNDER CERTAIN CIRCUMSTANCES RIGHTS MAY NOT BE
                  EXERCISABLE. [THE RIGHTS REPRESENTED BY THIS CERTIFICATE ARE
                  OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN
                  ACQUIRING PERSON OR AN ASSOCIATE OR AFFILIATE OF AN ACQUIRING
                  PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT).
                  ACCORDINGLY, THIS RIGHT CERTIFICATE AND THE RIGHTS REPRESENTED
                  HEREBY MAY BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED
                  IN SECTION 7(e) OF THE RIGHTS AGREEMENT.]*


                          EQUISERVE TRUST COMPANY, N.A.

                                Right Certificate


         This certifies that ______________________, or registered assigns, is
the registered owner of the number of Rights set forth above, each of which
entitles the owner thereof, subject to the terms, provisions and conditions of
the Amended and Restated Rights Agreement dated as of April 15, 2002 (the
"Rights Agreement") between THE GOODYEAR TIRE & RUBBER COMPANY, an Ohio
corporation (the "Company"), and EQUISERVE TRUST COMPANY, N.A., a Delaware
corporation (the "Rights Agent"), to purchase from the Company at any time after
the Distribution Date (as such term is defined in the Rights Agreement) and
prior to 5:00 P.M. (Akron time) on July 29, 2006 at the office of the Rights
Agent, or its successors as Rights Agent, in New York,


                                      B-1

--------------------
*The portion of the legend in brackets
shall be inserted only if applicable.

<PAGE>


New York, one one-hundredth of a fully paid and nonassessable share of the
Series B Preferred Stock, without par value (the "Preferred Stock"), of the
Company, at a purchase price of $250.00 per share (the "Purchase Price"), upon
presentation and surrender of this Right Certificate with the Form of Election
to Purchase and related certificate duly executed. The number of Rights
evidenced by this Right Certificate (and the number of shares which may be
purchased upon exercise thereof) set forth above, and the Purchase Price per
share set forth above, are the number and Purchase Price as of July 29, 1996,
based on the Preferred Stock of the Company as constituted at such date.

         Upon the occurrence of a Section 11(a)(ii) Event (as such term is
defined in the Rights Agreement), if the Rights evidenced by this Right
Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or
Associate of any such Acquiring Person (as such terms are defined in the Rights
Agreement), (ii) a transferee of any such Acquiring Person, Associate of
Affiliate, or (iii) under certain circumstances specified in the Rights
Agreement, a transferee of a person who after such transfer, became an Acquiring
Person, such Rights shall become null and void and no holder hereof shall have
any right with respect to such Rights from and after the occurrence of such
Section 11(a)(ii) Event.

         As provided in the Rights Agreement, the Purchase Price and the number
of shares of Preferred Stock or other securities which may be purchased upon the
exercise of the Rights evidenced by this Right Certificate are subject to
modification and adjustment upon the happening of certain events, including
Triggering Events (as such term is defined in the Rights Agreement).

         This Right Certificate is subject to all of the terms, provisions and
conditions of the Rights Agreement, which terms, provisions and conditions are
hereby incorporated herein by reference and made a part hereof and to which
Rights Agreement reference is hereby made for a full description of the rights,
limitations of rights, obligations, duties and immunities hereunder of the
Rights Agent, the Company and the holders of the Right Certificates. Copies of
the Rights Agreement are on file at the above-mentioned office of the Rights
Agent and at the executive offices of the Company.

         This Right Certificate, with or without other Right Certificates, upon
surrender at the designated office of the Rights Agent, may be exchanged for
another Right Certificate or Right Certificates of like tenor and date
evidencing Rights entitling the holder to purchase a like aggregate number of
one one-hundredths of a share of Preferred Stock as the.Rights evidenced by the
Right Certificate or Right Certificates surrendered shall have entitled such
holder to purchase. If this Right Certificate shall be exercised in part, the
holder shall be entitled to receive upon surrender hereof, along with a
signature guarantee and such other and further documentation as the Rights Agent
may reasonably request, another Right Certificate or Right Certificates for the
number of whole Rights not exercised.



                                      B-2

--------------------
*The portion of the legend in brackets
shall be inserted only if applicable.

<PAGE>


         Subject to the provisions of the Rights Agreement, the Rights evidenced
by this Certificate (a) may be redeemed by the Company at its option at a
redemption price of $.001 per Right at any time prior to the earlier of the
close of business on (i) the tenth Business Day following the Shares Acquisition
Date or (ii) the Final Expiration Date, or (b) may be exchanged in whole or in
part for shares of the Common Stock, and/or other securities, cash or other
assets of the Company deemed to have the same value as shares of the Common
Stock, at any time after a Section 11(a)(ii) Event.

         No fractional shares of the Preferred Stock (or other securities) will
be issued upon the exercise or exchange of any Right or Rights evidenced hereby
(other than fractions which are integral multiples of one one-hundredth of a
share of Preferred Stock which may, at the option of the Company, be evidenced
by depositary receipts), but in lieu thereof a cash payment will be made, as
provided in the Rights Agreement.

         No holder of this Right Certificate shall be entitled to vote or
receive dividends or be deemed for any purpose the holder of the Common Stock or
of any other securities of the Company which may at any time be issuable on the
exercise hereof, nor shall anything contained in the Rights Agreement or herein
be construed to confer upon the holder hereof, as such, any of the rights of a
shareholder of the Company or any right to vote for the election of directors or
upon any matter submitted to shareholders at any meeting thereof, or to give or
withhold consent to any corporate action, or to receive notice of meetings or
other actions affecting shareholders (except as provided in the Rights
Agreement), or to receive dividends or subscription rights, or otherwise, until
the Right or Rights evidenced by this Right Certificate shall have been
exercised or exchanged for shares of the Common Stock as provided in the Rights
Agreement.

         This Right Certificate shall not be valid or obligatory for any purpose
until it shall have been countersigned by the Rights Agent.


                                      B-3
<PAGE>


         WITNESS the facsimile signature of the proper officers of the Company
and its corporate seal. Dated as of           ,   .

[SEAL]

ATTEST:                                 THE GOODYEAR TIRE & RUBBER COMPANY


By:                                  By:
   ---------------------------          ----------------------------------------
   Name:                                Name:
   Title:                               Title:

Countersigned:

EQUISERVE TRUST COMPANY, N.A.
     as Rights Agent


By:
         Authorized Signature
Date:



                                      B-4

<PAGE>


                   (Form of Reverse Side of Right Certificate]


                               FORM OF ASSIGNMENT


                (To be executed by the registered holder if such
               holder desires to transfer the Right Certificates.)



         FOR VALUE RECEIVED ________________________________ hereby sells,
assigns and transfers unto _______________________________________________
___________________________________________________
         (Please print name and address of transferee)

________________________________________________________________________

this Right Certificate, together with all right, title and interest therein, and
does hereby irrevocably constitute and appoint _______________________________
Attorney, to transfer the within Right Certificate on the books of the
within-named Company, with full power of substitution.

Dated:
      -------------------, -----


                                        ----------------------------------------
                                        Signature


Signature Guaranteed:



(Signatures must be guaranteed.)


                                      B-5
<PAGE>



                                   CERTIFICATE
                                   -----------

         The undersigned hereby certifies by checking the appropriate boxes
that:

         (1) This Right Certificate |_| is |_| is not being sold, assigned and
transferred by or on behalf of a Person who is or was an Acquiring Person or an
Affiliate or Associate of any such Acquiring Person (as such terms are defined
pursuant to the Rights Agreement);

         (2) After due inquiry and to the best knowledge of the undersigned, it
|_| did |_| did not acquire the Rights evidenced by this Right Certificate from
any Person who is, was or subsequently became an Acquiring Person or an
Affiliate or Associate of an Acquiring Person.

         (3) Exercising this Right Certificate will |_| will not |_| enable the
undersigned, its Affiliates, its Associates, and/or any other Person with which
the undersigned or any of the undersigned's Affiliates or Associates has any
agreement, arrangement or understanding (whether or not in writing) for the
purpose of acquiring, holding, voting or disposing of securities of the Company,
to become an Acquiring Person.


Dated:
      -------------------------         ----------------------------------------
                                        Signature



Signature Guaranteed:




(Signatures must be guaranteed.)





                                     NOTICE
                                     ------

         The signature to the foregoing Assignment and Certificate must
correspond to the name as written upon the face of this Right Certificate in
every particular, without alteration or enlargement or any change whatsoever.


                                      B-6
<PAGE>



                          FORM OF ELECTION TO PURCHASE
                          ----------------------------

                  (To be executed if holder desires to exercise
                   Rights evidenced by the Right Certificate.)



To The Goodyear Tire & Rubber Company:

         The undersigned hereby irrevocably elects to exercise _____________
Rights represented by this Right Certificate to purchase the shares of the
Series B Preferred Stock issuable upon the exercise of such Rights (or such
other securities of the Company or of any other Person which may be issuable
upon the exercise of the Rights) and requests that certificates for such shares
be issued in the name of:


Please insert social security or other taxpayer identifying number


--------------------------------------------------------------------------
                (Please print name and address)


--------------------------------------------------------------------------



         If such number of Rights shall not be all the Rights evidenced by this
Right Certificate, a new Right Certificate for the balance remaining of such
Rights shall be registered in the name of and delivered to:

Please insert social security  or
other taxpayer identifying number


--------------------------------------------------------------------------
                (Please print name and address)


--------------------------------------------------------------------------


Dated:
      -------------------------    ---------------------------------------
                                               Signature



                                      B-7

<PAGE>



Signature Guaranteed:               (Signature must conform in all respects to
(Signatures must be guaranteed.)    name of holder as specified on the face of
                                    this Right Certificate)



                                      B-8

<PAGE>


                                   CERTIFICATE
                                   -----------

         The undersigned hereby certifies by checking the appropriate box that:

         (1) This Right Certificate |_| is |_| is not being sold, assigned and
transferred by or on behalf of a Person who is or was an Acquiring Person or an
Affiliate or Associate of any such Acquiring Person (as such terms are defined
pursuant to the Rights Agreement);

         (2) After due inquiry and to the best knowledge of the undersigned, it
|_| did |_| did not acquire the Rights evidenced by this Right Certificate from
any Person who is, was or subsequently became an Acquiring Person or an
Affiliate or Associate of an Acquiring Person.

         (3) Exercising this Right Certificate will |_| will not |_| enable the
undersigned, its Affiliates, its Associates, and/or any other Person with which
the undersigned or any of the undersigned's Affiliates or Associates has any
agreement, arrangement or understanding (whether or not in writing) for the
purpose of acquiring, holding, voting or disposing of securities of the Company,
to become an Acquiring Person.


Dated:
      -------------------------    ---------------------------------------
                                               Signature


Signature Guaranteed:




(Signatures must be guaranteed.)


-------------------------------------




                                     NOTICE
                                     ------

         The signature to the foregoing Election to Purchase and Certificate
must correspond to the name as written upon the face of this Right Certificate
in every particular, without alteration or.enlargement or any change whatsoever.




                                      B-9
<PAGE>


                                                                       EXHIBIT C
                                                                       ---------



                          SUMMARY OF RIGHTS TO PURCHASE
                                 PREFERRED STOCK


         On June 4, 1996 the Board of Directors of THE GOODYEAR TIRE & RUBBER
COMPANY (the "Company") declared a dividend distribution of one Right for each
outstanding share of Common Stock, without par value (the "Common Stock"), of
the Company. The distribution is payable on July 29, 1996 (the "Record Date") to
the shareholders of record on the Record Date. Each Right entitles the
registered holder to purchase from the Company one one-hundredth of a share of
Series B Preferred Stock, without par value (the "Preferred Stock"), or in
certain circumstances, Common Stock, other securities, cash or assets as
summarized below, at a price of $250.00 (the "Purchase Price"), subject to
adjustment. The description and terms of the Rights are set forth in a Amended
and Restated Rights Agreement (the "Rights Agreement") between the Company and
EquiServe Trust Company, N.A., as Rights Agent (the "Rights Agent").

DISTRIBUTION DATE; TRANSFER OF RIGHTS

         Until the earlier to occur of (i) ten days following the date (the
"Shares Acquisition Date") of the public announcement that a person or group of
affiliated or associated persons (an "Acquiring Person") has acquired, or
obtained the right to acquire, beneficial ownership of a number of shares of the
Common Stock equal to 15% or more (20% or more in certain limited circumstances)
of the outstanding shares of the Common Stock or (ii) ten Business Days
following the commencement or announcement of an intention to make a tender
offer or exchange offer if, upon consummation thereof, such person would be an
Acquiring Person (the earlier of such dates being called the "Distribution
Date"), the Rights will be evidenced, with respect to any of the Common Stock
certificates outstanding as of the Record Date, by such Common Stock
certificate. The Rights Agreement provides that, until the Distribution Date,
the Rights will be transferred with and only with the Common Stock. Until the
Distribution Date (or earlier redemption or expiration of the Rights), new
Common Stock certificates issued after the Record Date upon transfer or new
issuance of the common Stock will contain a notation incorporating the Rights
Agreement by reference. Until the Distribution Date (or earlier redemption or
expiration of the Rights), the surrender for transfer of any of the Common Stock
certificates outstanding as of the Record Date will also constitute the transfer
of the Rights associated with the Common Stock represented by such certificate.
As soon as practicable following the Distribution Date, separate certificates
evidencing the Rights ("Right Certificates") will be mailed to holders of record
of the Common Stock as of the close of business on the Distribution Date and
such separate Right Certificates alone will evidence the Rights.

         The Rights are not exercisable until the Distribution Date. The Rights
will expire at the



                                      C-1
<PAGE>


close of business on July 29, 2006, unless earlier redeemed or exchanged by the
Company as described below.

EXERCISE OF RIGHTS FOR SHARES OF THE COMMON STOCK OF THE COMPANY

         In the event that a Person becomes an Acquiring Person at any time
following the Rights Dividend Declaration Date, each holder of a Right will,
after the Distribution Date, have the right to receive, upon exercise, shares of
Common Stock (or, in certain circumstances, cash, property or other securities
of the Company) having a value equal to two times the Purchase Price of the
Right then in effect. Notwithstanding any of the foregoing, following the
occurrence of the event set forth in this paragraph, all Rights that are, or
(under certain circumstances specified in the Rights Agreement) were,
beneficially owned by any Acquiring Person will be null and void.

EXERCISE OF RIGHTS FOR SHARES OF THE ACQUIRING COMPANY

         In the event that, at any time following a Section 11(a)(ii) Event, (i)
the Company is acquired in a merger or other business combination transaction,
or (ii) 50% or more of the Company's assets or earning power is sold or
transferred, each holder of a Right (except Rights which previously have been
voided as set forth above) shall thereafter have the right to receive, upon
exercise, the common stock or other capital stock of the acquiring company
having a value equal to two times the Purchase Price of the Right then in
effect. The events set forth in this paragraph and in the preceding paragraph
are referred to as "Triggering Events."

ADJUSTMENTS TO PURCHASE PRICE

         The Purchase Price payable, and the number of shares of Preferred Stock
(or Common Stock or other securities, as the case may be) issuable upon exercise
of the Rights are subject to adjustment from time to time to prevent dilution
(i) in the event of a dividend of shares on, or a subdivision, combination or
reclassification of, the Preferred Stock, (ii) upon the grant to holders of the
Preferred Stock of certain rights or warrants to subscribe for shares of the
Preferred Stock or convertible securities at less than the current market price
of the Preferred Stock or (iii) upon the distribution to holders of the
Preferred Stock of evidences of indebtedness or assets (excluding regular
periodic cash dividends or dividends payable in the Preferred Stock) or of
subscription rights or warrants (other than those referred to above). Prior to
the Distribution Date, the Board of Directors of the Company may make such
equitable adjustments as it deems appropriate in the circumstances in lieu of
any adjustment otherwise required by the foregoing.

         With certain exceptions, no adjustment in the Purchase Price will be
required until the time at which cumulative adjustments require an adjustment of
at least 1% in such Purchase Price. No fractional shares will be issued and, in
lieu thereof, an adjustment in cash will be made based on the market price of
the Common Stock on the last trading date prior to the date of exercise.


                                      C-2
<PAGE>



REDEMPTION AND EXCHANGE OF RIGHTS

         At any time prior to 5:00 P.M. Akron time on the tenth day following
the Shares Acquisition Date, the Company may redeem the Rights in whole, but not
in part, at a price of $.001 per Right (the "Redemption Price"). Under certain
circumstances set forth in the Rights Agreement, the decision to redeem shall
require the concurrence of a majority of the Independent Directors. Immediately
upon the action of the Board of Directors of the Company electing to redeem the
Rights with, if required, the concurrence of the Independent Directors, the
Company shall make announcement thereof, and upon such action, the right to
exercise the Rights will terminate and the only right of the holders of Rights
will be to receive the Redemption Price.

         At any time after the occurrence of any of the events set forth under
the heading "Exercise of Rights for shares of the Common Stock of the Company"
above, the Board of Directors may exchange the Rights (other than Rights owned
by an Acquiring Person, which have become void), in whole or in part, at an
exchange ratio of one share of the Common Stock, and/or other securities, cash
or other property deemed to have the same value as one share of the Common
Stock, per Right, subject to adjustment.

         Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends.

AMENDMENTS TO TERMS OF THE RIGHTS

         Any of the provisions of the Amended and Restated Rights Agreement may
be amended by the Board of Directors of the Company prior to the Distribution
Date. After the Distribution Date, the provisions of the Rights Agreement may be
amended by the Board in order to cure any ambiguity, defect or inconsistency, or
to make changes which do not adversely affect the interests of holders of Rights
(excluding the interest of any Acquiring Person); provided, that no supplement
or amendment may be made on or after the Distribution Date which changes those
provisions relating to the principal economic terms of the Rights. The Board may
also, with the concurrence of a majority of the Independent Directors, extend
the redemption period for up to an additional twenty Business Days.

         A copy of the Rights Agreement will be filed with the Securities and
Exchange Commission as an Exhibit to a Registration Statement on Form 8-A dated
on May 2, 2002. A copy of the Rights Agreement is available free of charge
from the Company. This summary description of the Rights does not purport to be
complete and is qualified in its entirety by reference to the Rights Agreement,
which is hereby incorporated herein by reference.



                                      C-3