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                                                                    Exhibit 4(b)

                                 FIRST AMENDMENT
                                       TO
                       THE GOODYEAR TIRE & RUBBER COMPANY
               EMPLOYEE SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES
                          (January 1, 1999 Restatement)


         The Goodyear Tire & Rubber Company Employee Savings Plan for Bargaining
Unit Employees (the "Plan"), originally established effective as of July 1,
1984, and amended and restated most recently as of January 1, 1999, is hereby
further amended, effective as of June 1, 2000, in the respects hereinafter set
forth:

         1.       Section 2.1(o) of the Plan is amended to provide as follows:

                  The "General Fund" shall mean the common trust fund
                  established in accordance with the provisions of Section 8.1
                  as required to hold and administer any assets of the Trust
                  Fund that are not allocated among any separate Investment
                  Funds as may be provided in the Plan or Trust Agreement. No
                  General Fund shall be established if all assets of the Trust
                  Fund are allocated among separate Investment Funds.

         2.       Section 2.1(p) of the Plan is amended to provide as follows:

                  The "Goodyear Stock Fund" shall mean the Investment Fund
                  established in accordance with the provisions of Section 8.3.

         3.       Section 2.1(s) of the Plan is amended to provide as follows:

                  An "Investment Fund" shall mean any separate investment trust
                  fund established from time to time by the Trustee as may be
                  provided in the Plan or the Trust Agreement to which assets of
                  the Trust Fund may be allocated and separately invested.

         4.       Section 7.3 of the Plan is amended to provide as follows:

                  A Participant who has an interest in an Investment Fund (other
                  than an interest in the Goodyear Stock Fund attributable to
                  Matching Employer Contributions that has not been transferred
                  previously under Section 7.4) may elect at any time to
                  transfer all or a portion of such interest to another
                  Investment Fund. The Participant election must specify the
                  Investment Fund from which the transfer is to be made, either
                  that the total balance in that Investment Fund is to be
                  transferred or a lesser dollar amount that is to be
                  transferred, each Investment Fund to which the transfer is to
                  be made, and a percentage of the amount transferred that is to
                  be


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                  transferred to each Investment Fund, which percentage must be
                  an integral multiple of 1%. Any such transfer election must be
                  made in the manner and form and at the time prescribed by the
                  Company. Once the election becomes effective, it shall be
                  irrevocable. Notwithstanding the foregoing, a Participant may
                  not transfer any portion of an interest in the Stable Value
                  Fund directly to a Self-Directed Account.

         5.       Section 7.4 of the Plan is amended to provide as follows:

                  7.4      Election to Transfer Matching Employer Contribution
                           Interest from Goodyear Stock Fund.

                  A Participant who has attained age 52 and who has an interest
                  in the Goodyear Stock Fund attributable to Matching Employer
                  Contributions may elect at any time to transfer all or a
                  portion of such interest to another Investment Fund. The
                  Participant election must specify a dollar amount that is to
                  be transferred, each Investment Fund to which a transfer is to
                  be made, and the percentage of the total amount to be
                  transferred to each such Investment Fund. Any such transfer
                  election must be made in the manner and form and at the time
                  prescribed by the Company. Once the election becomes
                  effective, it shall be irrevocable.

         6.       Section 8.1 of the Plan is amended to provide as follows:

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

         7.       Section 8.2(g) of the Plan is amended to provide as follows:

                  A Self-Directed Account in which the Participant, Former
                  Participant, or Beneficiary may direct the investment of all
                  or any part of his separate account among a list of mutual
                  funds selected by the Company and the Trustee

         8.       The last paragraph of Section 8.2 of the Plan is amended to
                  provide as follows:

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


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                  Self-Directed Account or a Loan Investment Fund, and other
                  than an Investment Fund that consists of a mutual fund, shall
                  be an undivided interest. The interest of each Participant,
                  Former Participant, or Beneficiary under the Plan in any
                  Investment Fund that consists of a mutual fund shall be an
                  undivided interest in the units of the mutual fund held by the
                  Plan. All assets of each Self-Directed Account and each Loan
                  Investment Fund shall be held and administered as a separate
                  trust fund.

         9.       Section 8.3 of the Plan is amended to provide as follows:

                  The Company shall direct the establishment and maintenance of
                  a Goodyear Stock Fund as an Investment Fund to which Matching
                  Employer Contributions shall be allocated, together with any
                  Tax-Deferred Contributions, After-Tax Contributions, and
                  Rollover Contributions made by or on behalf of a Participant
                  that he elects to have allocated to the Goodyear Stock Fund.
                  Subject to the provisions of the Trust Agreement, the assets
                  of the Goodyear Stock Fund shall be invested by the Trustee
                  primarily in Company Stock. Assets of the Goodyear Stock Fund
                  may also be invested by the Trustee in interest-bearing
                  common, commingled, group, or collective trust funds
                  maintained by the Trustee exclusively for the short-term
                  investment of assets of tax-qualified benefit plans. The
                  Trustee may purchase Company Stock on the open market through
                  a national securities exchange or in the over-the-counter
                  market through a broker-dealer which is a member of the
                  National Association of Securities Dealers. In addition, the
                  Trustee may purchase Company Stock from the Company or another
                  qualified plan of the Company participating in the collective
                  trust in accordance with the requirements of Section 408 of
                  the Act. The Goodyear Stock Fund shall be held and
                  administered as a separate Investment Fund. The interest of
                  each Participant, Former Participant, or Beneficiary under the
                  Plan in the Goodyear Stock Fund shall be an undivided
                  interest.

         10.      Section 8.7 of the Plan is amended to provide as follows:

                  The separate account of each Participant, Former Participant,
                  and Beneficiary shall be divided into individual sub-accounts
                  reflecting the portion of such account which is derived from
                  Matching Employer Contributions, Tax-Deferred Contributions,
                  and After-Tax Contributions. Each sub-account shall reflect
                  separately contributions allocated to each Investment Fund and
                  the earnings and losses attributable thereto. Such other
                  sub-accounts may be established as are necessary or
                  appropriate to reflect the interest of a Participant, Former
                  Participant, or Beneficiary in the Trust Fund.

         11.      Section 8.9 of the Plan is amended to provide as follows:

                  At the direction of the Company, the Trustee is authorized to
                  accept the transfer of funds being held by the funding agent
                  for a predecessor plan (as hereinafter defined) for the
                  benefit of an eligible Employee, provided that at no time in
                  the course of the transfer shall such funds be made available
                  to the eligible Employee.


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                  The Trustee shall have no duty to verify whether the amount of
                  any predecessor plan funds delivered to it is correct, and
                  shall have no duty of inquiry into the administration of any
                  predecessor plan or of any prior trust or other funding agency
                  for a predecessor plan. The Trustee shall deposit all funds
                  received by it from a predecessor plan in the Investment Funds
                  in accordance with the directions of the Company, which shall
                  be based on the investment elections of the eligible Employees
                  made in the form and manner prescribed by the Company. The
                  Trustee shall establish and maintain a separate account and
                  such sub-accounts in the name of an eligible Employee as are
                  necessary to reflect his interest that is attributable to
                  predecessor plan funds and to reflect the portion of his
                  predecessor plan funds that is attributable to voluntary
                  after-tax contributions, to contributions made pursuant to a
                  cash or deferred arrangement qualified under Section 401(k) of
                  the Code, and to other employer contributions. Each such
                  separate account shall, upon each valuation date, share in the
                  net increase or decrease in the value of the assets of the
                  Investment Funds maintained under the Plan on the basis of the
                  balance of such separate account immediately prior to the
                  valuation date in accordance with Section 10.1, provided,
                  however, that such balance for this purpose only shall be
                  reduced by the amount of any funds transferred to the Trustee
                  since the immediately preceding valuation date. With the
                  exception of funds transferred from a predecessor plan
                  maintained by an Employer or a related corporation, which
                  shall be vested in accordance with the next following sentence
                  of this Section 8.9, all predecessor plan funds shall at all
                  times be fully vested and nonforfeitable. The vested interest
                  of a Participant in funds transferred from a predecessor plan
                  maintained by an Employer or a related corporation shall be
                  determined as of the date of transfer based on the vesting
                  provisions of the predecessor plan in effect on such date, and
                  on and after the date of transfer the vested interest shall be
                  determined based on the vesting provisions of the Plan or, in
                  the event an election under Section 12.6 applies with respect
                  to the Participant, based on the vesting provisions of the
                  predecessor plan as of the date of transfer. Predecessor plan
                  funds shall be distributed at such times and according to such
                  methods as are generally provided under the Plan. In addition,
                  predecessor plan funds attributable to voluntary, after-tax
                  contributions made under the predecessor plan shall be subject
                  hereunder to the withdrawal provisions applicable to After-Tax
                  Contributions and predecessor plan funds that were contributed
                  pursuant to a cash or deferred arrangement qualified under
                  Section 401(k) of the Code shall be subject hereunder to the
                  withdrawal and distribution provisions applicable to
                  Tax-Deferred Contributions. For purposes of this Section 8.9,
                  a predecessor plan shall mean any other defined contribution
                  plan that complies with the requirements of Section 401(a) of
                  the Code and satisfies the conditions specified in Section
                  401(a)(11)(B)(iii) of the Code.

         12.      The last sentence of Section 9.1(c) of the Plan is amended to
                  provide as follows:

                  No such suspense account shall share in any increase or
                  decrease in the net worth of the Investment Funds.

         13.      Section 10.1(b) of the Plan is amended to provide as follows:



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                  The Trustee shall value all of the assets of the other
                  Investment Funds with respect to which no investment manager
                  has been appointed at fair market value and each investment
                  manager shall value all of the assets of the Investment Fund
                  with respect to which he has been appointed at fair market
                  value and shall provide the same to the Trustee. In valuing
                  the Investment Funds with respect to which no investment
                  manager has been appointed that consist of mutual funds, the
                  Trustee may rely on price data supplied by the mutual fund
                  manager.

         14.      Section 10.1(c) of the Plan is amended to provide as follows:

                  The Trustee shall then ascertain the net increase or decrease
                  in the value of the respective Investment Funds which is
                  attributable to net income, investment management fees, and
                  all profits and losses, realized and unrealized, since the
                  immediately preceding valuation date, on the basis of the
                  valuation provided under paragraphs (a) and (b) of this
                  Section 10.1, and after making appropriate adjustments for the
                  amount of all contributions made with respect to the month in
                  which such valuation date occurs and for any distributions and
                  withdrawals from the respective Investment Funds since such
                  preceding valuation date and prior to such date.

         15.      Section 10.1(d) of the Plan is amended to provide as follows:

                  The Trustee shall then allocate the net increase or decrease
                  in the value of the respective Investment Funds except for
                  each Self-Directed Account and each Loan Investment Fund as
                  thus determined among all Participants, Former Participants,
                  and Beneficiaries who have an interest in the respective
                  Investment Funds, separately with respect to each of such
                  Investment Funds, in the ratio that the balance of each
                  separate account maintained under such Investment Fund on the
                  date immediately preceding such valuation date bears to the
                  aggregate of the balances of all such separate accounts on the
                  day immediately preceding such valuation date, and shall
                  credit or charge, as the case may be, each such separate
                  account with the amount of its allocated share. Moreover, the
                  Trustee shall in the same manner credit or charge any
                  sub-account maintained thereunder with the amount of its
                  allocated share.

         16.      Section 10.4 of the Plan is amended to provide as follows:

                  The Trustee shall have exclusive responsibility for
                  determining the net income, liabilities, and value of the
                  assets of the Goodyear Stock Fund and for determining the
                  balance of each separate account and sub-account maintained
                  hereunder. The Trustee shall have exclusive responsibility for
                  determining the net income, liabilities, and value of the
                  assets of the other Investment Funds with respect to which no
                  investment manager has been appointed, and each investment
                  manager shall have exclusive responsibility for determining
                  the net income, liabilities, and value of the assets of the
                  Investment Fund with respect to which he has been appointed.
                  In determining the net income, liabilities, and value of the
                  assets of the


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                  Investment Funds with respect to which no investment manager
                  has been appointed that consist of mutual funds, the Trustee
                  may rely on information provided by the mutual fund manager.
                  The Trustee's and investment manager's determinations thereof
                  shall be conclusive upon the Employers, and all Participants,
                  Former Participants, and Beneficiaries hereunder.

         17.      Section 11.2 of the Plan is amended to provide as follows:

                  Prior to his attainment of age 59-1/2, a Participant may not
                  withdraw amounts attributable to Matching Employer
                  Contributions unless the Company has made a determination that
                  a hardship exists and such withdrawal is made in accordance
                  with the provisions of Section 11.4. A Participant who has
                  attained the age of 59-1/2 may elect to withdraw in cash an
                  amount equal to all or any portion of his vested interest in
                  the value of the balance of his sub-account attributable to
                  Matching Employer Contributions as of the most recent
                  valuation date. A Participant's vested interest in Matching
                  Employer Contributions shall be the amount in which he would
                  be vested under Section 12.2 had he terminated his employment
                  with his Employer. In the event a Participant has one or more
                  Investment Funds in his sub-account attributable to Matching
                  Employer Contributions and he withdraws only a portion of the
                  balance of such sub-account, the withdrawal shall be charged
                  to each of the Investment Funds in the ratio that the balance
                  of the sub-account invested in the Investment Fund as of the
                  most recent valuation date bears to the balance of the
                  sub-account as of such date.

         18.      Section 11.6 of the Plan is amended to provide as follows:

                  The Trustee shall adjust the separate account and sub-accounts
                  of each Participant who makes a withdrawal under Section 11.1,
                  11.2, 11.3, 11.4, or 11.5 to reflect such withdrawal as of the
                  date of such withdrawal, charging any such withdrawal against
                  the Investment Funds, as appropriate.

         19.      Section 12.1(d)(i) of the Plan is amended to provide as
                  follows:

                  (i)      commences a normal or early retirement pension under
                           the pension plan maintained by his employer for his
                           benefit, or

         20.      The last paragraph of Section 14.3 of the Plan is amended to
                  provide as follows:

                  The Pension Board shall conduct a full and fair review of the
                  Company's decision denying the Claimant's claim for benefits
                  at its next regularly scheduled quarterly meeting, unless the
                  Pension Board deems that it needs more facts or the date
                  determined pursuant to paragraph (a) of this Section 14.3 is
                  within 30 days of such meeting, in which case the Pension
                  Board shall conduct its review at its next following meeting.
                  The Pension Board shall render its written decision following
                  the review, written in a manner calculated to be understood by
                  the Claimant, specifying the reasons and Plan provisions upon
                  which its decision was based.


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         21.      Section 16.3(a) of the Plan is amended to provide as follows:

                  As of the termination date, the Trustee shall value the
                  Goodyear Stock Fund and the assets of the other Investment
                  Funds with respect to which no investment manager has been
                  appointed, and each investment manager shall value the assets
                  of the Investment Fund with respect to which he has been
                  appointed. In valuing the Investment Funds with respect to
                  which no investment manager has been appointed that consist of
                  mutual funds, the Trustee may rely on price data supplied by
                  the mutual fund manager. The Trustee shall then adjust all
                  separate accounts and sub-accounts in the manner provided in
                  Section 10.1, with any unallocated contributions being
                  allocated as of the termination date in the manner otherwise
                  provided in the Plan. The termination date shall become a
                  valuation date for purposes of Article X. In determining the
                  net worth of the Trust Fund hereunder, the Trustee shall
                  include as a liability such amounts as in its judgment shall
                  be necessary to pay all expenses in connection with the
                  termination of the Trust Fund and the liquidation and
                  distribution of the property of the Trust Fund, as well as
                  other expenses, whether or not accrued, and shall include as
                  an asset all accrued income.

         22.      Section 16.3(a) of the Plan is amended to provide as follows:

                  As of the termination date, the Trustee shall value the
                  Goodyear Stock Fund and the assets of the other Investment
                  Funds with respect to which no investment manager has been
                  appointed, and each investment manager shall value the assets
                  of the Investment Fund with respect to which he has been
                  appointed. In valuing the Investment Funds with respect to
                  which no investment manager has been appointed that consist of
                  mutual funds, the Trustee may rely on price data supplied by
                  the mutual fund manager. The Trustee shall then adjust all
                  separate accounts and sub-accounts in the manner provided in
                  Section 10.1, with any unallocated contributions being
                  allocated as of the termination date in the manner otherwise
                  provided in the Plan. The termination date shall become a
                  valuation date for purposes of Article X. In determining the
                  net worth of the Trust Fund hereunder, the Trustee shall
                  include as a liability such amounts as in its judgment shall
                  be necessary to pay all expenses in connection with the
                  termination of the Trust Fund and the liquidation and
                  distribution of the property of the Trust Fund, as well as
                  other expenses, whether or not accrued, and shall include as
                  an asset all accrued income.

         23.      The first sentence of Section 20.4 of the Plan is amended to
                  provide as follows:

                  Upon approval of a loan to a Participant hereunder, the
                  Company shall direct the Trustee to establish a Loan
                  Investment Fund in the name of such Participant, and to
                  transfer to such Loan Investment Fund such portion of the
                  Participant's separate account invested in the Investment
                  Funds, other than amounts in either the Self-Directed Account
                  or the Participant's Matching Employer Contributions
                  Sub-Accounts, as shall equal the amount of the Participant's
                  loan; provided, however, that the portion of the Participant's
                  investment in the Investment Funds


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                  that is to be debited for any loan to be made to the
                  Participant hereunder shall be in the same proportion as the
                  Participant's current balance in those Investment Funds.


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         EXECUTED at Akron, Ohio, this ______ day of __________________, 2000.


                                   THE GOODYEAR TIRE & RUBBER COMPANY


                                   By: ______________________________________
                                        Vice President

Attest:

____________________________________
       Assistant Secretary





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