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

 

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                                      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 3.1 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 3.1 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.

<PAGE>

 

                                                           EXHIBIT 3.1 Continued

 

                                 STATE OF OHIO

                                  CERTIFICATE

                 OHIO SECRETARY OF STATE, J. KENNETH BLACKWELL

 

                                     12127

 

 It is hereby certified that the Secretary of State of Ohio has custody of the

                              business records for

                       THE GOODYEAR TIRE & RUBBER COMPANY

       and, that said business records show the filing and recording of:

 

Document(s)                                       Document No(s):

DOMESTIC/AMENDMENT TO ARTICLES                    200611400168

 

 

 

 

                                             Witness my had and the seal of

            [seal]                           the Secretary of State at Columbus,

  United States of America                   Ohio this 20th day of April, A.D.

         State of Ohio                       2006.

Office of the Secretary of State

                                             /s/ J. Kenneth Blackwell

 

                                              Ohio Secretary of State

<PAGE>

 

(SEAL)   Prescribed by J. KENNETH BLACKWELL   Expedite this Form: (Select One)

               Ohio Secretary of State        Mail Form to one of the Following:

            Central Ohio: (614) 466-3910

              Toll Free: 1-877-SOS-FILE       [X] Yes   PO Box 1390

                  (1-877-767-3453)                      Columbus, OH 43216

 

                                               *** Requires an additional fee of

                                                            $100***

 

                                              [ ] No   PO Box 1028

                                                       Columbus, OH 43216

 

www.state.oh.us/sos

e-mail: busserv@sos.state.oh.us

 

                           CERTIFICATE OF AMENDMENT BY

                             SHAREHOLDERS OR MEMBERS

                                   (Domestic)

                                Filing Fee $50.00

 

(CHECK ONLY ONE (1) BOX

 

(1) Domestic for Profit   PLEASE READ    (2) Domestic Non-Profit

                          INSTRUCTIONS

 

[ ]   Amended      [X]   Amendment       [ ]   Amended      [ ]   Amendment

      (122-AMAP)         (125-AMDS)            (126-AMAN)         (128-AMD)

 

COMPLETE THE GENERAL INFORMATION IN THIS SECTION FOR THE BOX CHECKED ABOVE.

 

Name of Corporation   The Goodyear Tire & Rubber Company

 

Charter Number        (12127)

 

Name of Officer       C. Thomas Harvie

 

Title                 Secretary

 

[X] Please check if additional provisions attached.

 

The above named Ohio corporation, does hereby certify that:

 

[X] A meeting of the                    [X] shareholders

 

[ ] directors (NON-PROFIT AMENDED       [ ] members was duly called and held on

    ARTICLES ONLY)                          April 11, 2006

                                                (Date)

 

at which meeting a quorum was present in person or by proxy, based upon the

quorum present, an affirmative vote was cast which entitled them to exercise at

least 2/3% as the voting power of the corporation.

 

[ ] In a writing signed by all of the   [ ] shareholders

 

[ ] directors (NON-PROFIT AMENDED       [ ] members who would be entitled to the

    ARTICLES ONLY)                          notice of a meeting or such other

                                            proportion not less than a majority

                                            as the articles of regulations or

                                            bylaws permit.

 

CLAUSE APPLIES IF AMENDED BOX IS CHECKED.

 

Resolved, that the following amended articles of incorporations be and the same

are hereby adopted to supercede and take the place of the existing articles of

incorporation and all amendments thereto.

 

 

                                   Page 1 of 2

 

<PAGE>

 

ALL OF THE FOLLOWING INFORMATION MUST BE COMPLETED IF AN AMENDED BOX IS CHECKED.

IF AN AMENDMENT BOX IS CHECKED, COMPLETE THE AREAS THAT APPLY.

 

FIRST:  The name of the corporation is: ________________________________________

 

SECOND: The place in the State of Ohio where its principal office is located is

        in the City of:

 

        __________________________________________________   ___________________

        (city, village or township)                                (county)

 

THIRD:  The purposes of the corporation are as follows:

 

        ________________________________________________________________________

 

        ________________________________________________________________________

 

        ________________________________________________________________________

 

FOURTH: The number of shares which the corporation is authorized to have

        outstanding is: 500,000,000.

 

                           (DOES NOT APPLY TO BOX (2))

 

 

                            /s/ Richard J. Kramer                 April 18, 2006

       REQUIRED             -----------------------------------        Date

Must be authenticated       Authorized Representative

(SIGNED) by an authorized

representative              Richard J. Kramer

    (SEE INSTRUCTIONS)      -----------------------------------

                            (Print Name)

 

                            Executive Vice President

 

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

 

 

                            /s/ C. Thomas Harvie                  April 18, 2006

                            -----------------------------------        Date

                            Authorized Representative

 

                            C. Thomas Harvie

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

                            (Print Name)

 

                            Secretary

 

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

 

 

                                   Page 2 of 2

 

<PAGE>

 

                              ADDITIONAL PROVISIONS

                                       TO

                            CERTIFICATE OF AMENDMENT

                                       TO

                        AMENDED ARTICLES OF INCORPORATION

 

                                       OF

 

                       THE GOODYEAR TIRE & RUBBER COMPANY

 

     RESOLVED, that The Goodyear Tire & Rubber Company hereby adopts the

following amendment to its Amended Articles of Incorporation and that the

President, and Executive Vice President or a Senior 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 the first paragraph of Article FOURTH and substituting in lieu thereof

the following:

 

     FOURTH: The maximum number of shares which the Corporation is authorized to

have outstanding is 500,000,000, consisting of 450,000,000 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").

<PAGE>

 

(SEAL) PRESCRIBED BY:                     EXPEDITE THIS FORM: (SELECT ONE)

 

         The Ohio Secretary of State     MAIL FORM TO ONE OF THE FOLLOWING:

        Central Ohio: (614) 466-3910

         Toll Free: 1-877-SOS-FILE

            (1-877-767-3453)                       PO Box 1390

                                      [ ] Yes

                                                   Columbus, OH 43216

 

                                      *** Requires an additional fee of $100 ***

 

                                                   PO Box 1329

                                      [X] No

                                                   Columbus, OH 43216

 

www. sos. state.oh. us

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

e-mail: busserv@sos.state.oh.us

 

                           CERTIFICATE OF AMENDMENT BY

                             SHAREHOLDERS OR MEMBERS

                                   (Domestic)

                                Filing Fee $50.00

 

(CHECK ONLY ONE (1) BOX)

 

<TABLE>

<S>                           <C>                            <C>                          <C>

(1) Domestic for Profit       PLEASE READ INSTRUCTIONS       (2) Domestic Nonprofit

    [ ] Amended               [X] Amendment                      [ ] Amended              [ ] Amended

       (122-AMAP)                 (125-AMDS)                         (126-AMAN)               (128-AMD)

</TABLE>

 

COMPLETE THE GENERAL INFORMATION IN THIS SECTION FOR THE BOX CHECKED ABOVE.

 

Name of Corporation                     The Goodyear Tire & Rubber Company

 

Charter Number                          12127

 

Name of Officer                         C. Thomas Harvie

 

Title                                   Secretary

 

      [X] Please check if additional provisions attached.

 

The above named Ohio corporation, does hereby certify that:

 

[X] A meeting of the      [X] shareholders      [ ] directors ( NONPROFIT ONLY)

 

[ ] members was duly called and held on            April 7, 2009

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

                                                              (Date)

 

at which meeting a quorum was present in person or by proxy, based upon the

quorum present, an affirmative vote was cast which entitled them to exercise

at least 2/3 % as the voting power of the corporation.

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

 

<TABLE>

<S>                                        <C>                  <C>

[ ] In a writing signed by all of the      [ ] shareholders     [ ] directors (NONPROFIT AMENDED ARTICLES ONLY)

</TABLE>

 

[ ]   members who would be entitled to the notice of a meeting or such other

      proportion not less than a majority as the articles of regulations or

      bylaws permit.

 

CLAUSE APPLIES IF AMENDED BOX IS CHECKED.

 

Resolved, that the following amended articles of incorporations be and the same

are hereby adopted to supercede and take the place of the existing articles of

incorporation and all amendments thereto.

 

541                             Page 1 of 2               Last Revised: May 2002

 

<PAGE>

 

ALL OF THE FOLLOWING INFORMATION MUST BE COMPLETED IF AN AMENDED BOX IS CHECKED.

IF AN AMENDMENT BOX IS CHECKED, COMPLETE THE AREAS THAT APPLY.

 

FIRST:   The name of the corporation is: _______________________________________

 

SECOND:  The place in the State of Ohio where its principal office is located

         is in the City of:

 

         ________________________________   ____________________________________

         (city, village or township)                      (county)

 

THIRD:   The purposes of the corporation are as follows:

 

FOURTH:  The number of shares which the corporation is authorized to have

         outstanding is: ______________________________

                          (DOES NOT APPLY TO BOX (2))

 

<TABLE>

<S>                                       <C>                                     <C>

     REQUIRED                             -s- Robert J. Keegan                    April 22, 2009

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

Must be authenticated                                                                  Date

(SIGNED) by an authorized                Authorized Representative

representative

     (SEE INSTRUCTIONS)

 

                                         Robert J. Keegan

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

                                         (Print Name)

                                         President

 

                                         -s- C. Thomas Harvic                     April 22, 2009

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

                                         Authorized Representative                    Date

 

                                         C. Thomas Harvic

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

                                         (Print Name)

                                         Secretary

</TABLE>

 

541                        Page 2 of 2                    Last Revised: May 2002

 

<PAGE>

 

                              ADDITIONAL PROVISIONS

                                       TO

                            CERTIFICATE OF AMENDMENT

                                       TO

                        AMENDED ARTICLES OF INCORPORATION

 

                                       OF

 

                       THE GOODYEAR TIRE & RUBBER COMPANY

 

      RESOLVED, that The Goodyear Tire & Rubber Company hereby adopts the

following amendment to ITS Amended Articles of Incorporation and that the

President, an Executive Vice President or a Senior 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 adding a new Article

SEVENTH as follows:

 

      SEVENTH: In order for a nominee to be elected a director of the

corporation in an uncontested election for which cumulative voting is not in

effect, the nominee must receive a greater number of votes cast "for" his or her

election than `against" his or her election. In a contested election or if

cumulative voting is in effect, the nominees receiving the greatest number of

votes shall be elected, up to the number of directors to be elected. An election

shall be considered contested if there are more nominees for election than

director positions to be filled in that election.

 

 

AMENDMENT

ARTICLE II, SECTION 3. Vacancies; Resignations; Removal of Directors. In the event of the occurrence of any vacancy or vacancies in the Board, however caused, the remaining directors, though less than a majority of the whole authorized number of directors, may, by the vote of a majority of their number, fill any such vacancy for the unexpired term. Any director may resign at any time by oral statement to that effect made at a meeting of the Board or in a writing to that effect delivered to the Secretary, such resignation to take effect immediately or at such other time thereafter as the director may specify. All the directors, or any individual director, may be removed from office by the vote of the holders of shares entitling them to exercise two-thirds a majority of the voting power of the Company entitled to vote to elect directors in place of the director or directors to be removed, provided that unless all the directors are removed, no individual director shall be removed if the votes of a sufficient number of shares are cast against such director’s removal which, if cumulatively voted at an election of all the directors would be sufficient to elect at least one director; provided further, that, if shareholders do not have the right to vote cumulatively under the laws of the State of Ohio or the Articles of Incorporation, such directors or individual director may be removed from office by the vote of the holders of shares entitling them to exercise two-thirds of the voting power of the Company entitled to vote to elect directors in place of the director or directors to be removed. In the event of any such removal, a new director may be elected at the same meeting for the unexpired term of each director removed. Failure to elect a director to fill the unexpired term of any director so removed from office shall be deemed to create a vacancy in the Board of Directors. Notwithstanding Article X of these Regulations, the provisions of this Section 3 of Article II may be amended, repealed or supplemented only by the shareholders at a meeting held for such purpose by the affirmative vote of the holders of shares entitling them to exercise two-thirds a majority of the voting power of the Company on such proposal.

Text of amendments to the Amended Articles of Incorporation:

New Article Eighth would read in its entirety as follows:

No holder of shares of the Corporation shall have the right to cumulate his or her voting power in the election of directors of the Corporation.

Article Seventh would also be amended as follows:

SEVENTH: In order for a nominee to be elected a director of the corporation in an uncontested election for which cumulative voting is not in effect, the nominee must receive a greater number of votes cast “for” his or her election than “against” his or her election. In a contested election or if cumulative voting is in effect, the nominees receiving the greatest number of votes shall be elected, up to the number of directors to be elected. An election shall be considered contested if there are more nominees for election than director positions to be filled in that election.

 

AMENDMENT

Text of amendments to the Amended Articles of Incorporation:

New Article Ninth would read in its entirety as follows:

 

(a)

Notwithstanding any provision of the laws of the State of Ohio requiring the vote of the holders of a designated proportion (but less than all) of the voting power of the Corporation, the vote of such holders required to approve, adopt or authorize any Business Combination (as hereinafter defined), where any provision of the laws of the State of Ohio requires such a vote, shall be the affirmative vote of the holders of shares entitling them to exercise a majority of the voting power of the Corporation on the proposal, and the affirmative vote of the holders of shares of any particular class that is otherwise required by these Articles of Incorporation.

 

(b)

A Business Combination, for purposes of this Article Ninth, shall mean:

 

 

(i)

any merger or consolidation of the Corporation into or with any other person, corporation or entity; or

 

 

(ii)

any sale, lease, exchange, transfer or other disposition of all or substantially all of the assets of the Corporation to or with any other corporation, person or entity.

 

 

[As Filed: 03-13-2015]