A functionalized polymer prepared by a process comprising the steps of
preparing a pseudo-living polymer by polymerizing conjugated diene
monomer with a lanthanide-based catalyst, the polymer having greater than
about 85 percent in the 1,4-cis microstructure and less than about 3
percent in the 1,2- or 3,4-microstructure, and reacting the pseudo-living
polymer with at least one functionalizing agent defined by the formula
(I) or (II): ##STR00001## where Z is a substituent that will react or
interact with organic or inorganic fillers; with the proviso that each
group attached to the imino carbon is attached via a carbon atom and
R.sup.1, R.sup.2, R.sup.3, R.sup.4, R.sup.5, R.sup.13, R.sup.14 and Z are
substituents that will not protonate a pseudo-living polymer.