<PAGE>

                                                                  EXHIBIT 4.1
                                 CERTIFICATE
                                      OF
                      AMENDED ARTICLES OF INCORPORATION
                                      OF
                      THE GOODYEAR TIRE & RUBBER COMPANY


        E.J. Thomas, President, and Arden E. Firestone, Secretary, of The
Goodyear Tire & Rubber Company, an Ohio corporation, with its principal office
located at Akron, Ohio, do hereby certify that a meeting of the holders of the
shares of Common Stock of said corporation (being the only class of shares
outstanding) entitled to vote on the proposal to adopt the Amended Articles of
Incorporation as contained in the following resolution was duly called and held
on the 20th day of December, 1954, at which meeting a quorum of such
shareholders was present in person or by proxy, and that by the affirmative
vote of the holders of shares entitled under the Articles to exercise at least
two-thirds of the voting power of the corporation on such proposal (the
Articles not requiring a greater proportion of such voting power) the following
resolution was adopted:

        RESOLVED, That The Goodyear Tire & Rubber Company hereby adopts the
following Amended Articles of Incorporation and that the President or a Vice
President and the Secretary or an Assistant Secretary of this Corporation are
hereby authorized and directed, on behalf of this Corporation, to sign and file
in the Office of the Secretary of State of the State of Ohio, so as to make
such Amended Articles of Incorporation become effective, a certificate
containing a copy of the resolution adopting such Amended Articles of
Incorporation and a statement of the manner of the adoption thereof:


                      AMENDED ARTICLES OF INCORPORATION

                                      OF

                      THE GOODYEAR TIRE & RUBBER COMPANY

        The Goodyear Tire & Rubber Company, a Corporation for profit
heretofore organized under the General Incorporation Laws of the State of Ohio,
adopts these Amended Articles of Incorporation:

        FIRST: The name of said Corporation shall be The Goodyear Tire &
Rubber Company.

        SECOND: Said Corporation is to be located at Akron in Summit County,
Ohio, and its principal business there transacted.

        THIRD:  Said Corporation is formed for the following purposes:

        (a) To produce, manufacture, purchase, import, or otherwise acquire, to
    own, process, operate, develop and use, to sell, lease, exchange, export or
    otherwise dispose of or turn to account, and to generally deal in, and to
    render any service in respect of: rubber, both natural and synthetic,
    compounds thereof, substitutes therefor, substances having properties or

<PAGE>
                                      2

uses similar thereto, and articles produced in whole or in part therefrom,
including without limitation tires and tubes of all types and kinds, belts, and
mechanical goods, cotton, rayon and other fibrous materials and articles of
which cotton, rayon or other fibrous materials are a component part, metals,
rims and automotive parts and accessories, guns, ammunition and other articles
useful in the national defense, aircraft and parts and accessories therefor,
and, in general, goods, commodities, and articles of personal property of
whatever nature, and to carry on and conduct the general business of
manufacturing and merchandising.

        (b) To establish, maintain, and operate chemical, physical, and other
laboratories and to carry on chemical, physical, and industrial research of
every kind and character as may be necessary, useful or convenient in
connection with any business of the Corporation, and to produce, manufacture,
construct, import, purchase or otherwise acquire, to own, process, develop and
use, to sell, lease, exchange, export or otherwise dispose of or turn to
account and generally to deal in and with articles of substances invented or
developed thereby.

        (c) To manufacture, construct, mine, produce, import, purchase, lease
or otherwise acquire, hold, own, use, process, maintain, operate, export,
mortgage, sell, convey, assign and otherwise dispose of, distribute, deal in
and turn to account machinery, apparatus, tools, implements, equipment,
materials, supplies, and other personal property of every kind and character
which can or may be advantageously used, consumed or dealt in by the
Corporation in connection with any business it is authorized to conduct; and,
in general, to buy, sell, produce, manufacture, process, use, export, import,
trade in, deal with and turn to account goods, wares, and merchandise of every
class and description.

        (d) To purchase, lease or otherwise acquire, own, hold, use, maintain,
operate, cultivate, develop, sell, lease, convey, exchange or otherwise dispose
of real estate, leaseholds, and other interests in real estate, and to
construct, equip, occupy, improve, use, operate, sell, lease, exchange or
otherwise dispose of buildings, factories, hangars, mills, workshops,
machineshops, laboratories, storehouses, offices, residences, stores, hotels,
facilities, and structures of all kinds, necessary, useful or convenient in
connection with any of the businesses or operations of the Corporation.

        (e) To secure, register, purchase, lease, license, or otherwise to
acquire, and to hold, own, use, operate, develop, improve, introduce, grant
licenses in respect of, sell, assign, and otherwise dispose of and turn to
account, letters patent of the United States or any foreign country, patent
rights, licenses, privileges, inventions, devices, improvements, formulas,
concessions, processes, secret or otherwise, copyrights, trademarks, trade
names and rights analogous thereto granted by, recognized or otherwise existing
under the laws of the United States or any foreign country.

        (f) To borrow money or otherwise use its credit for its corporate
purposes, to issue bonds, debentures, notes and other obligations, secured or
unsecured, from time to time, for moneys borrowed or for property acquired, or
for any other of the purposes of the Corporation, and to secure the same by
mortgage, deed of trust, pledge, or other lien upon any or all of the
properties, rights, privileges or franchises of the Corporation.

        (g) To purchase, by subscription or otherwise, or acquire in any manner,
and to sell, negotiate, guarantee, assign, deal in, exchange, transfer, pledge
or otherwise dispose of, shares of the capital stock, scrip, bonds, coupons,
mortgages, debentures, debenture stock, acceptances, drafts, securities, and
any other evidences of indebtedness of, or interest in, other corporations,
joint stock companies or associations, whether public, private or municipal, or
of any corporate body, domestic or foreign, and while the owner thereof, to
<PAGE>
                                      3

    possess and exercise in respect thereof all the rights, powers, and
    privileges  of ownership, including but not limited to the right to vote
    thereon.

        (h) To aid, in any manner whatsoever, any corporation, association,
    copartnership or individual in whose business the Corporation may be in any
    way interested or any of whose properties, including shares of capital
    stock, bonds or other obligations or securities, are held by the
    Corporation or in which it  is in any way interested, and to do any acts or
    things which are or which may appear necessary, useful, convenient or
    appropriate for the preservation, protection, improvement or enhancement of
    the value of any such business or property, or for the promotion of any
    interests of the Corporation.

        (i) To lend money or credit, with or without security, and to guarantee
    and become surety for payment of money and the performance of contracts or
    obligations of any and all kinds, provided it shall not carry on the
    business of an indemnity or a surety company.

        (j) To purchase or otherwise acquire the whole or any part of the
    property, assets, business, good will, and rights, and to undertake or
    assume the whole or any part of the bonds, mortgages, franchises, leases,
    contracts, indebtedness, guarantees, liabilities, and obligations of any
    person, firm or corporation, and to pay therefor in whole or in part with
    shares of its own capital stock, cash, bonds, debentures, notes or other
    obligations, or evidences of indebtedness of the Corporation or
    otherwise; and to hold in any manner dispose of any part or all of the
    property, assets, business, good will, and right so acquired, and to
    conduct in any lawful manner the whole or any part of the business so
    acquired, and to exercise all the powers necessary or convenient in and
    about the management and conduct of such business.

        (k) In general, to carry on any lawful business whatsoever in
    connection with or incidental to the foregoing, or which has for its object
    the promotion, directly or indirectly, of the general interests of the
    Corporation, or the protection, improvement, preservation or enhancement of
    the value of its properties and rights, and to do whatever it may deem
    necessary, convenient or proper for the accomplishment of any one or more
    of the purposes of the Corporation, and, to the same extent and as fully as
    any natural person might lawfully or could do, to do all and every lawful
    act and thing, and to enter into and perform contracts of every kind and
    description with any person, firm, association, corporation, municipality,
    county, state, body politic or government, or subdivision thereof, without
    limitation as to amount, necessary, suitable or convenient for the
    accomplishment of any of the purposes of the Corporation or incident to any
    of the powers hereinbefore enumerated, the enumeration of specific powers
    not being a limitation or restriction in any manner of the general powers
    of the Corporation.

        (l) to do all or any of such acts and things and exercise any of such
    acts in any state of the United States, in any district, territory, colony,
    protectorate or possession thereof, and in any and all foreign countries,
    and to maintain such offices, branches, plants, properties, plantations,
    mines, and establishments in any or all thereof that may be deemed
    advisable by the Corporation.


        FOURTH:  The number of shares which the Corporation is authorized to
have outstanding is 15,000,000, all of which shall be Common Stock with a par
value of $5 each (being the shares heretofore authorized as shares with a par
value of $10 each) having the terms and provisions set forth in these Amended
Articles of Incorporation. Each holder of record of Common Stock shall be
entitled to one vote for each share of said Common Stock standing in his name
on the books of the Corporation.


<PAGE>
        No holder of Common Stock, present, past, or future, shall be entitled
as such as a matter of right to subscribe for or purchase any part of not
exceeding 500,000 shares of such Common Stock which may, subsequent to October
31, 1954 be allotted and sold to employees of the Corporation or any of its
subsidiaries, pursuant to such plan or plans for such allotment and sale as the
Board of Directors has determined or may from time to time determine, whether
any such shares of Common Stock shall be issued for cash, property, services or
otherwise.

        FIFTH:  The total stated capital of the Corporation at the time of
adopting these Amended Articles of Incorporation is $45,532,000.00.

        SIXTH:  These Amended Articles of Incorporation supersede and take the
place of the heretofore existing Amended Articles of Incorporation, adopted
March 31, 1952, and filed in the Office of the Secretary of the State of Ohio
on April 3, 1952, including all Certificates of Amendment to Amended Articles
of Incorporation subsequently filed in the Office of the Secretary of the State
of Ohio.

        IN WITNESS WHEREOF, said E. J. Thomas, President, and Arden E.
Firestone, Secretary, of The Goodyear Tire & Rubber Company, acting for and on
behalf of said corporation, have hereunto subscribed their names and caused the
seal of said corporation to be hereunto affixed this 20th day of December,
1954.

                                                By E. J. THOMAS
                                                            President

(CORPORATE SEAL)                                By ARDEN E. FIRESTONE
                                                            Secretary


UNITED STATES OF AMERICA        )
STATE OF OHIO                   )
OFFICE OF THE SECRETARY OF STATE)

        I,                     , Secretary of State of the State of Ohio, do
hereby certify that the foregoing is an exemplified copy, carefully compared by
me with the original record now in my official custody as Secretary of State,
and found to be true and correct, of the

                                  CERTIFICATE
                                      OF
                      AMENDED ARTICLES OF INCORPORATION
                                      OF
                      THE GOODYEAR TIRE & RUBBER COMPANY

filed in this office on the 30th day of December A.D. 1954 and recorded in
Volume 696, Page 255, of the Records of Incorporations.


                                        WITNESS my hand and official seal, at
                                           Columbus, Ohio, this
                                           day of             A.D.

                                        Secretary of State

<PAGE>

                                                           EXHIBIT 4.1 Continued

                           CERTIFICATE OF AMENDMENT
                                      TO
                      AMENDED ARTICLES OF INCORPORATION
                                      OF
                      THE GOODYEAR TIRE & RUBBER COMPANY


        Hoyt M. Wells, 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 a meeting of the holders
of the shares of Common Stock of said corporation (being the only class of
shares outstanding) entitling them to vote on the proposal to amend the Amended
Articles of Incorporation thereof, as contained in the following resolution,
was duly called and held on the 5th day of April, 1993, at which meeting a
quorum of such shareholders was present in person or by proxy, and that by the
affirmative vote of the holders of shares entitled under the Amended Articles
of Incorporation to exercise at least two-thirds of the voting power of the
corporation on such proposal (the Amended Articles of Incorporation not
requiring a greater proportion of such voting power) the following resolution
was adopted:

        RESOLVED, that The Goodyear Tire & Rubber Company hereby adopts the
    following amendment to its Amended Articles of Incorporation and that the
    President or a Vice President and the Secretary or an Assistant Secretary
    of  The Goodyear Tire & Rubber 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 are hereby amended by striking
    out in its entirety Article FOURTH and substituting in lieu thereof the
    following:

        FOURTH:  The maximum number of shares which the Corporation is
    authorized to have outstanding is 350,000,000, consisting of 300,000,000
    shares of Common Stock without par value (hereinafter referred to as
    "Common Stock") and 50,000,000 shares of Preferred Stock without par value
    (hereinafter referred to as "Preferred Stock").

        The express terms of the shares of each class are as follows:


                                    PART A

                      EXPRESS TERMS OF THE COMMON STOCK

Section 1. General.

        The Common Stock shall be subject to the express terms of the Preferred
Stock and any series thereof. Each share of Common Stock shall be equal to each
other share of common Stock. Each holder of record of Common Stock shall be
entitled to one vote for each share of said Common Stock standing in his or her
name on the books of the Corporation upon all matters presented to the
shareholders.

Section 2. Preemptive Rights.

        No holder of Common Stock, present, past or future, shall be entitled
to such as a matter of right to subscribe for or purchase any part of any new
or additional issue of stock or of securities of the Corporation convertible
into stock of any class whatsoever, whether now or hereafter authorized, and
whether issued for cash, property, services or otherwise.


                                      1
<PAGE>
Section 3. Purchase of Shares by Corporation

        The Corporation is authorized to purchase shares of Common Stock at
such times, in such manner, for such reasons and on such terms and conditions
as shall be deemed appropriate by the Board of Directors.

                                    PART B

                     EXPRESS TERMS OF THE PREFERRED STOCK


Section 1. Series.

        The Preferred Stock may be issued from time to time in one or more
series. All shares of Preferred Stock shall be of equal rank and the express
terms thereof shall be identical, except in respect of the terms that may be
fixed by the Board of Directors as hereinafter provided, and each share of each
series shall be identical with all other shares of such series, except as to
the date from which dividends are cumulative. Subject to the provisions of
Sections 2 through 8, inclusive, of this Part B, which shall apply to all
Preferred Stock, the Board of Directors is hereby authorized to cause shares of
Preferred Stock to be issued in one or more series and with respect to each
such series to determine and fix:

        (a) The designation of the series, which may be by distinguishing
number, letter or title.

        (b) The authorized number of shares constituting the series, which
number the Board of Directors may, except to the extent otherwise provided in
the creation of the series, from time to time increase or decrease, but not
below the number of shares thereof then outstanding.

        (c) The rate at which dividends shall be payable on shares of such
series.

        (d) The dates on which dividends, if declared, shall be payable on
shares of such series and the dates from which dividends shall be cumulative.

        (e) The redemption rights and price or prices, if any, for shares of
the series.

        (f) The amount, terms, conditions and manner of operation of any
retirement or sinking fund to be provided for the purchase or redemption of
shares of the series.

        (g) The amounts payable on shares of the series in the event of any
voluntary or involuntary liquidation, dissolution or winding up of the affairs
of the Corporation.

        (h) Whether the shares of the series shall be convertible into shares
of any other class or series, and, if so, the specification of such other class
or series, the conversion price or prices or rate or rates, any adjustments
thereof, the date or dates as of which such shares shall be convertible and all
other terms and conditions upon which such conversion may be made.

        (i) The conditions or restrictions, if any, upon the issue of any
additional shares of the same series or of any other class or series.

        The Board of Directors is authorized to adopt from time to time
amendments to the Amended Articles of Incorporation fixing, with respect to
each series, the matters described in clauses (a) to (i), inclusive, of this
Section 1.

Section 1-A. Series A $10.00 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 A
$10.00 Preferred Stock, without par value."

                                      2
<PAGE>
        2. Authorized Number of Shares - Fractional Shares. The authorized
number of shares constituting the Series A $10.00 Preferred Stock is 3,000,000.
Series A $10.00 Preferred Stock may be issued in fractions of a shares which
shall entitle the holder, in proportion to such holder's fractional shares, to
exercise voting rights, receive dividends, participate in distributions and to
have the benefit of all other rights of holders of Series A $10.00 Preferred
Stock.

        3. Dividends and Distributions. (A) Subject to any prior to superior
rights of the holders of any series of Preferred Stock ranking prior and
superior to the shares of Series A $10.00 Preferred Stock with respect to
dividends that may be authorized by the Amended Articles of Incorporation, the
holders of shares of Series A $10.00 Preferred Stock shall be entitled prior to
the payment of any dividends on shares ranking junior to the Series A $10.00
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 A $10.00 Preferred Stock,
in an amount per share (rounded to the nearest cent) equal to the greater of
(a) $10.00 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 A $10.00 Preferred Stock. In the event the
Corporation shall at any time after July 28, 1986 (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 A $10.00 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 A $10.00 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 Payment Date, a dividend of $10.00 per share on the Series A $10.00
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 A $10.00 Preferred Stock from the Quarterly Dividend Payment
Date next preceding the date of issue of such shares of Series A $10.00
Preferred Stock, unless the date of issue of such shares is prior to the record
date 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 A
$10.00 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.

                                      3

<PAGE>
        (D) Accrued but unpaid dividends shall not bear interest. Dividends
paid on the shares of Series A $10.00 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 A $10.00 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 A $10.00 Preferred Stock for a dividend period termination
on a 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) for the respective dividend periods
terminating 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 A $10.00 Preferred Stock
unless, prior thereto, the holders of shares of Series A $10.00 Preferred Stock
shall have received $10.00 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 A Liquidation Preference"). Following the
payment of the full amount of the Series A Liquidation Preference, no
additional distributions shall be made to the holders of shares of Series A
$10.00 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 A 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 A Liquidation Preference and the Common Adjustment in
respect of all outstanding shares of Series A $10.00 Preferred Stock and Common
Stock, respectively, holders of Series A $10.00 Preferred Stock and holders of
shares of Common Stock shall receive their ratable and proportionate share of
the remaining assets to be distributed in the ratio of the Adjustment Number to
1 with respect to such 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 A Liquidation Preference and
the liquidation preferences of all other series of Preferred Stock, if any,
which rank on a parity with the Series A $10.00 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 there were

                                      4

<PAGE>
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 A $10.00 Preferred Stock shall at the same 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 A $10.00 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 A $10.0 Referred 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 shares of Series A
$10.00 Preferred Stock, voting separately as one voting group.

Section 2. Dividends.

        (a) The holders of Preferred Stock of each series, in preference of the
holders of shares of Common Stock and of any other class of shares ranking
junior to the Preferred Stock, shall be entitled to receive out of any funds
legally available and when and as declared by the Board of Directors dividends
in cash at the rate for such series fixed in accordance with the provisions of
Section 1 of this Part B and no more, payable on the dividend payment
dates fixed for such series. Such dividends shall be cumulative, in the case of
shares of each particular series, from and after the date or dates fixed with
respect to such series. No dividend may be paid upon or declared or set apart
for any series of the Preferred Stock at any time unless at the same time a
like proportionate dividend for the dividend periods terminating on the same
date or any earlier date, ratably in proportion to the respective annual
dividend rates, shall have been paid upon or declared or funds therefor set
apart for all shares of Preferred Stock of all series then issued and
outstanding and entitled to receive such dividend.

        (b) So long as any Preferred Stock shall be outstanding, no dividend,
except a dividend payable in Common Stock or other shares ranking junior to the
Preferred Stock, shall be paid or declared or any distribution be made except
as aforesaid on the Common Stock or any other shares ranking junior to the
Preferred Stock, nor shall any shares of Common Stock or any other shares
ranking junior to the Preferred Stock be purchased, retired or otherwise
acquired by the Corporation (except out of the proceeds of the sale of Common
Stock or other shares ranking junior to the Preferred Stock received by the
Corporation on or subsequent to the date on which shares of Preferred Stock are
first issued), unless (i) all accrued and unpaid dividends upon all Preferred
Stock then outstanding payable on all dividend payment dates occurring on or
prior to the date of such

                                       5

<PAGE>
action shall have been declared and paid or funds sufficient therefor, set
apart, and (ii) at the date of such action there shall be no arrearages with
respect to the redemption of Preferred Stock of any series from any sinking
fund provided for shares of such series in accordance with the provisions of
Section 1 of this Part B.

Section 3. Redemption

        (a) Subject to the express terms of each series, the Corporation may
from time to time redeem all or any part of the Preferred Stock of any series
at the time outstanding (i) at the option of the Board of Directors at the
applicable redemption price for such series fixed in accordance with the
provisions of Section 1 of this Part B or (ii) in fulfillment of the
requirements of any sinking fund provided for shares of such series at the
applicable sinking fund redemption price fixed in accordance with the
provisions of Section 1 of this Part B, together in each case with (1) all then
unpaid dividends upon such shares payable on all dividend payment dates for
such series occurring on or prior to the redemption date, plus (2) if the
redemption date is not a dividend payment date for such series, a
proportionate dividend, based on the number of elapsed days, for such series,
for the period from the day following the most recent such dividend payment
date through the redemption date.

        (b) Notice of every such redemption shall be mailed, postage prepaid,
to the holders of record of the Preferred Stock to be redeemed at their
respective addresses then appearing on the books of the Corporation, not less
than 30 days  nor more than 60 days prior to the date fixed for such
redemption. At any time after notice has been given as above provided and
before the date of redemption specified in such notice the Corporation may
deposit the aggregate redemption price of the shares of Preferred Stock to be
redeemed, together with an amount equal to the aggregate amount of dividends
payable upon such redemption, with any bank or trust company in New York, New
York, having capital and surplus of more than $100,000,000, named in such
notice, and direct that such deposited amount be paid to the respective holders
of the shares of Preferred Stock so to be redeemed upon surrender of the stock
certificate or certificates held by such holders. After the mailing of such
notice and the making of such deposit of money, such holders shall cease to be
shareholders with respect to such shares and shall have no interest in or claim
against the Corporation with respect to such shares, except only the right to
receive such money from such bank or trust company without interest or to
exercise, before the redemption date, any unexpired privileges of conversion.

        (c) In the event less than all of the outstanding shares of any series
of Preferred Stock are to be redeemed, the Corporation shall select pro rata or
by lot the shares so to be redeemed in such manner as shall be prescribed by
the Board of Directors.

        (d) If the holders of shares of Preferred Stock which shall have been
called for redemption shall not, without six years after such deposit, claim
the amount deposited for the redemption thereof, any such bank or trust company
shall, upon demand, pay over to the Corporation such unclaimed amounts and
thereupon such bank or trust company and the Corporation shall be relieved of
all responsibility in respect thereof and to such holders.

        (e) Any shares of Preferred Stock (i) redeemed by the Corporation
pursuant to the provisions of this Section 3, (ii) purchased and delivered in
satisfaction of any sinking fund requirements provided for shares of any
series of Preferred Stock, (iii) converted in accordance with the express terms
of any such series, or (iv) otherwise acquired by the Corporation, shall resume
the status of authorized and unissued shares of Preferred Stock without serial
designation.

Section 4. Liquidation.

        (a) The holders of Preferred Stock of any series shall,in cash of
voluntary or involuntary liquidation, dissolution or winding up of the affairs
of the Corporation, be


                                      6
<PAGE>
entitled to receive in full out of the assets of the Corporation, including its
capital, before any amount shall be paid or distributed among the holders of
shares of Common Stock or any other shares ranking junior to the Preferred
Stock, the amounts fixed with respect to shares of such series in accordance
with Section 1 of this Part B, plus an amount equal to (i) all then unpaid
dividends upon such shares payable on all dividend payment dates for such series
occurring on or prior to the date of payment of the amount due pursuant to such
liquidation, dissolution or winding up, plus (ii) if such date is not a dividend
payment date for such series, a proportionate dividend, based on the number of
elapsed days, for the period from the day following the most recent such
dividend payment date through such date of payment of the amount due pursuant to
such liquidation, dissolution or winding up. In case the net assets of the
Corporation legally available therefor are insufficient to permit the payment
upon all outstanding shares of Preferred Stock of the full preferential amount
to which they are respectively entitled, then such net assets shall be
distributed ratably upon outstanding shares of Preferred Stock in proportion to
the full preferential amount to which each such share is entitled.



          After payment to holders of Preferred Stock of the full preferential
amounts as aforesaid, holders of Preferred Stock as such shall have no right or
claim to any of the remaining assets of the Corporation.

          (b) The merger or consolidation of the Corporation into or with any
other corporation, or the merger of any other corporation into it, or the sale,
lease or conveyance of all or substantially all the property or business of the
Corporation shall not be deemed to be a dissolution, liquidation or winding up
for the purposes of this Section 4.

Section 5. Voting.

          (a) The holders of Preferred Stock shall not be entitled to vote upon
matters presented to the shareholders, except as provided in this Section 5 or
as required by law.

          (b) Whenever, and so long as, the Corporation shall be in default of
the payment of the equivalent of six full quarterly dividends (whether or not
consecutive) on any series of Preferred Stock at the time outstanding, whether
or not earned or declared, the holders of Preferred Stock of all series, voting
separately as a class without regard to series, shall be entitled to elect, as
herein provided, two members of the Board of Directors of the Corporation;
provided, however, that the holders of shares of Preferred Stock shall not have
or exercise such special class voting rights except at meetings of such
shareholders for the election of directors at which the holders of not less than
a majority of the outstanding shares of Preferred Stock of all series then
outstanding are present in person or by proxy; and provided further that  the
special class voting rights provided for in this paragraph, when the same shall
have become vested, shall remain so vested until all accrued and unpaid
dividends on the Preferred Stock of all series then outstanding shall have been
paid, whereupon the holders of Preferred Stock shall be divested of this
special class voting rights in respect of subsequent elections of directors,
subject to the revesting of such special class voting rights in the event of
the occurrence of the default hereinabove specified in this Subsection (b). In
the event of a default entitling the holders of Preferred Stock to elect two
Directors as specified in this Subsection (b), a special meeting of such
holders for the purpose of electing such directors shall be called by the
Secretary of the Corporation upon written request of, or may be called by, the
holders of record of at least 10% of the shares of Preferred Stock of all
series at the time outstanding, and notice thereof shall be given in the same
manner as that required for the annual meeting of shareholders; provided,
however, that the Corporation shall not be required to call such special
meeting if the annual meeting of shareholders shall be held within 120 days
after the date of receipt of the foregoing written request from the holders of
Preferred Stock. At any meeting at which the holders of Preferred Stock shall
be entitled to elect Directors, the holders of a majority of the then
outstanding shares of Preferred Stock of all series, present

                                      7
<PAGE>
in person or by proxy, shall be sufficient to constitute a quorum, and the vote
of the holders of a majority of such shares so present at any such meeting at
which there shall be such a quorum shall be sufficient to elect the members of
the Board of Directors which the holders of Preferred Stock are entitled to
elect as hereinabove provided. Notwithstanding any provision of these Amended
Articles of Incorporation or the Code of Regulations of the Corporation or any
action taken by the holders of any class of shares fixing the number of
Directors of the Corporation, the two Directors who may be elected by the
holders of Preferred Stock pursuant to this Subsection (b) shall serve in
addition to any other Directors then in office or proposed to be elected
otherwise than pursuant to this Subsection (b). Nothing in this Subsection (b)
shall present any change otherwise permitted in the total number of Directors
of the Corporation or require the resignation of any Director elected otherwise
than pursuant to this Subsection (b). Notwithstanding any classification of the
other Directors of the Corporation, the two Directors elected by the holders of
Preferred Stock shall be elected annually for terms expiring at the next
succeeding annual meeting of shareholders.

          (c) The affirmative vote or consent of the holders of at least
two-thirds of the shares of Preferred Stock at the time outstanding, voting or
consenting separately as a class, given in person or by proxy either in writing
or at a meeting called for the purpose, shall be necessary to effect any one or
more of the following (but so far as the holders of Preferred Stock are
concerned, such action may be effected with such vote or consent):

          (1) Any amendment, alteration or repeal of any of the provisions of
              the Amended Articles of Incorporation or of the Code of
              Regulations of the Corporation which adversely affects the
              preferences or voting or other rights of the holders of Preferred
              Stock; provided, however, that for the purpose of this Subsection
              (c) only, neither the Amendment of the Amended Articles of
              Incorporation so as to authorize, create or change the authorized
              or outstanding amount of Preferred Stock or of any shares of any
              class ranking on a parity with or junior to the Preferred Stock
              nor the amendment of the provisions of the Code of Regulations so
              as to change the number of directors of the Corporation shall be
              deemed to affect adversely the preferences or voting or other
              rights of the holders of Preferred Stock; and provided further,
              that if such amendment, alteration or repeal affects adversely
              the preferences or voting or other rights of one or more but not
              all series of Preferred Stock at the time outstanding, only the
              affirmative vote or consent of the holders of at least two-thirds
              of the number of the shares at the time outstanding of the series
              so affected shall be required;

          (2) The purchase or redemption (for sinking fund purposes or
              otherwise) of less than all of the Preferred Stock then
              outstanding expect in accordance with a stock purchase offer made
              to all holders of record of Preferred Stock, unless all dividends
              on all Preferred Stock then outstanding for all previous dividend
              periods shall have been declared and paid for funds therefor set
              apart and all accrued sinking fund obligations applicable thereto
              shall have been complied with; or

          (3) The authorization, creation or the increase in the authorized
              amount of any shares of any class or any security convertible into
              shares of any class, in either case ranking prior to the Preferred
              Stock.

          (d) The affirmative vote or consent of the holders of at least a
majority of the shares of Preferred Stock at the time outstanding, voting or
consenting separately as a class, given in person or by proxy either in writing
or at a meeting called for the purpose, shall be necessary to effect any one or
more of the following (but so far as the holders of Preferred Stock are
concerned, such action may be effected with such vote or consent):

          (1) The sale, lease or conveyance by the Corporation of all or
              substantially all of its property or business;

                                       8

<PAGE>

          (2) The consolidation of the Corporation with or its merger into any
              other corporation, unless the corporation resulting from such
              consolidation or surviving such merger will not have after such
              consolidation or merger any class of shares either authorized or
              outstanding ranking prior to or on a parity with the Preferred
              Stock except the same number of shares ranking prior to or on a
              parity with the Preferred Stock and having the same rights and
              preferences as the shares of the Corporation authorized and
              outstanding immediately preceding such consolidation or merger
              (and each holder of Preferred Stock immediately preceding such
              consolidation or merger shall receive the same number of shares
              with the same rights and preferences of the resulting or surviving
              corporation); or

          (3) The authorization of any shares ranking on a parity with the
              Preferred Stock or an increase in the authorized number of shares
              of Preferred Stock.

          (e) Neither the vote, consent nor any adjustment of the voting rights
of holders of shares of Preferred Stock shall be required for an increase in the
number of shares of Common Stock authorized or issued or for stock splits of the
Common Stock or for stock dividends on any class of stock payable solely in
Common Stock; and none of the foregoing action shall be deemed to affect
adversely the preferences or voting or other rights of Preferred stock within
the meaning and for the purpose of this Part B.

Section 6. Convertible Series.

          If and to the extent that there are created series of Preferred Stock
which are convertible (hereinafter referred to as "convertible series") into
shares of Common Stock or into shares of any other class or series of the
Corporation (hereinafter collectively called "conversion shares"), the following
terms and provisions shall be applicable to all convertible series, except as
may be otherwise expressly provided in the terms of any such series.

          (a) The holder of each share of a convertible series may exercise the
conversion privilege in respect thereof by delivering to any transfer agent for
the respective series the certificate for the share to be converted and written
notice that the holder elects to convert such share. Conversion shall be deemed
to have been effected immediately prior to the close of business on the date
when such delivery is made, and such date is referred to in this Section as the
"conversion date". On the conversion date or as promptly thereafter as
practicable, the Corporation shall deliver to the holder of the stock
surrendered for conversion, or as otherwise directed by him in writing, a
certificate for the number of full conversion shares deliverable upon the
conversion of such stock and a check or cash in respect of any fraction of a
share as provided in subsection (b) of this Section 6. The person in whose name
the stock certificate is to be registered shall be deemed to have become a
holder of the conversion shares of record on the conversion date. No adjustment
shall be made for any dividends on shares of stock surrendered for conversion or
for dividends on the conversion shares delivered on conversion.

          (b) The Corporation shall not be required to deliver fractional shares
upon conversion of shares of a convertible series. If more than one share shall
be surrendered for conversion at one time by the same holder, the number of full
conversion shares deliverable upon conversion thereof shall be computed on the
basis of the aggregate number of shares so surrendered. If any fractional
interest in a conversion share would otherwise be deliverable upon the
conversion, the Corporation shall in lieu of delivering a fractional share
therefor make an adjustment therefor in cash at the current market value
thereof, computed (to the nearest cent) on the basis of the closing price of the
conversion share on the last business day before the conversion date.

          For the purpose of this Section, the "closing price of the conversion
share" on any business day shall be the last reported sales price regular way
per share on such day, or, in

                                       9

<PAGE>

case no such reported sale takes place on such day, the average of the reported
closing bid and asked prices regular way, in either case on the New York Stock
Exchange, or, if the conversion shares are not then listed or admitted to
trading on such Exchange, on the principal national securities exchange on which
the conversion shares are listed or admitted to trading as determined by the
Board of Directors, or if not so listed or admitted, the mean between the
average bid and asked prices per conversion shares in the over-the-counter
market as furnished by any member of the National Association of Securities
Dealers or other nationally recognized organization of securities dealers
selected from time to time by the Board of Directors for that purpose; and
"business day" shall be each day on which the New York Stock Exchange or other
national securities exchange or over-the-counter market used for the purposes of
the above calculation is open for trading.

          (c) Upon conversion of shares of any convertible series, the stated
capital of the conversion shares delivered upon such conversion shall be the
aggregate par value of the shares so delivered having par value, or, in the case
of shares without par value, shall be an amount equal to the stated capital
represented by each such share outstanding at the time of such conversion
multiplied by the number of such shares delivered upon such conversion. The
stated capital of the Corporation shall be correspondingly increased or reduced
to reflect the difference between the stated capital of the shares of the
convertible series so converted and the stated capital of the shares delivered
upon such conversion.

          (d) In the event of any reclassification or change of outstanding
conversion shares (except a split or combination, or a change in par value, or a
change from par value to no par value, or a change from no par value to par
value), provision shall be made as part of the terms of such reclassification or
change that the holder of each share of each convertible series then outstanding
shall have the right to receive upon the conversion of such share, at the
conversion rate or price which otherwise would be in effect at the time of
conversion, with substantially the same protection against dilution as is
provided in the terms of such convertible series, the same kind and amount of
stock and other securities and property as he would have owned or have been
entitled to receive upon the happening of any of the events described above had
such share been converted immediately prior to the happening of the event.

          (e) In the event the Corporation shall be consolidated with or shall
merge into any other corporation, provision shall be made as a part of the terms
of such consolidation or merger whereby the holder of each share of each
convertible series outstanding immediately prior to such event shall thereafter
be entitled to such rights with respect to securities of the Corporation
resulting from such consolidation or merger so that rights of such holders as
specified in the terms of such convertible series shall not be substantially
prejudiced; provided, however, that the provisions of this Subsection (e) shall
be inapplicable if such consolidation or merger shall be approved by the holders
of two-thirds of the outstanding shares of such convertible series of Preferred
Stock.

          (f) The Corporation hereby reserves and shall at all times reserve and
keep available free from preemptive rights, out of its authorized but unissued
shares or treasury shares, for the purpose of delivery upon conversion of shares
of each convertible series, such number of conversion shares as shall from time
to time be sufficient to permit the conversion of all outstanding shares of
all convertible series of Preferred Stock.

Section 7. Preemptive Rights - Purchase of Shares by Corporation.

          (a) No holder of Preferred stock, present, past or future, shall be
entitled as such as a matter of right to subscribe for or purchase any part of
any new or additional stock of any series or class or of securities of the
Corporation convertible into stock of any class whatsoever, whether now or
hereafter authorized, and whether issued for cash, property, services or
otherwise.

                                       10

<PAGE>

          (b) The Corporation is authorized to purchase any shares of any series
of Preferred Stock from time to time and at such times, in such manner, for such
reasons and on such terms and conditions as shall be deemed appropriate by the
Board of Directors.

Section 8. Definitions.

          For the purpose of this Part B:

          Whenever reference is made to shares "ranking prior to the Preferred
Stock," such reference shall mean and include all shares of the Corporation in
respect of which the rights of the holders thereof either as to the payment of
dividends or as to distribution in the event of a voluntary or involuntary
liquidation, dissolution or winding up of the Corporation are given preference
over the right of the holders of Preferred Stock; whenever reference is made to
shares "on a parity with the Preferred Stock", such reference shall mean and
include all shares of the Corporation in respect of which the right of the
holders thereof (i) are not given preference over the rights of the holders of
Preferred Stock either as to the payment of dividends or as to distributions in
the event of a voluntary or involuntary liquidation, dissolution or winding up
of the Corporation and (ii) either as to the payment of dividends or as to
distributions in the event of a voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, or as to both, rank on an equality
(except as to the amounts fixed therefor) with the rights of the holders of
Preferred Stock; and whenever reference is made to shares "ranking junior to the
Preferred Stock" such reference shall mean and include all shares of the
Corporation in respect of which the rights of the holders thereof both as to the
payment of dividends and as to distributions in the event of a voluntary or
involuntary liquidation, dissolution or winding up of the Corporation are junior
and subordinate to the rights of the holders of the Preferred Stock.

          IN WITNESS WHEREOF, said Hoyt M. Wells, President, and James Boyazis,
Secretary, of THE GOODYEAR TIRE & RUBBER COMPANY, acting for and on behalf of
said corporation, have hereunto subscribed their names and caused the seal of
said corporation to be hereunto affixed this 6th day of April, 1993.


                                         By: /s/ Hoyt M. Wells
                                             -----------------------------------
                                             Hoyt M. Wells, President

[SEAL]

                                         By: /s/ James Boyazis
                                             -----------------------------------
                                             James Boyazis, Secretary

                                       11
<PAGE>

                                                           EXHIBIT 4.1 Continued

                           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, 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

                                       1
<PAGE>


     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 (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
     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,

                                       2
<PAGE>

     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 such 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 distribution 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 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

                                       3

<PAGE>
     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
     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: /s/ Samir F. Gibara
                                            ------------------------------------
                                            Samir F. Gibara, President


                                        By: /s/ James Boyazis
                                            ------------------------------------
                                            James Boyazis, Secretary

[SEAL]

                                        4


<PAGE>

                           UNITED STATES OF AMERICA,
                                 STATE OF OHIO,
                        OFFICE OF THE SECRETARY OF STATE

          I, BOB TAFT, Secretary of State of the State of Ohio, do hereby
     certify that the foregoing is a true and correct copy, consisting of 4
     pages, as taken from the original record now in my official custody as
     Secretary of State.

                                            WITNESS my hand and official seal at
                                            Columbus, Ohio, this 30th day of
                                            July, A.D., 1996.

[SEAL OF THE SECRETARY OF STATE OF OHIO]

                                        By: /s/ Bob Taft
                                            ------------------------------------

                                                                        BOB TAFT
                                                              Secretary of State
                                        By: /s/ A Henderson
                                            ------------------------------------

   NOTICE: THIS IS AN OFFICIAL CERTIFICATION ONLY WHEN REPRODUCED IN RED INK.