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                                                                     EXHIBIT 4.4
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                 HOURLY AND SALARIED EMPLOYEES STOCK OPTION PLAN
                                       OF
                       THE GOODYEAR TIRE & RUBBER COMPANY

1.       GENERAL PROVISIONS.

         (a)      ADOPTION; EFFECTIVE DATE. The Plan has been adopted by the
                  Board of Directors of The Goodyear Tire & Rubber Company on
                  and effective as of December 4, 2000.

         (b)      PURPOSE. The purpose of the Plan is to grant options to
                  purchase shares of the Common Stock of the Company to selected
                  non-union hourly and non-executive salaried employees of the
                  Company and its domestic subsidiaries, thereby strengthening
                  the common interests of the shareholders of the Company and
                  such employees in the long term growth, profitability and
                  success of the Company.

         (c)      TERM. The Plan shall remain in effect until December 31, 2002,
                  unless sooner terminated by the Board of Directors.
                  Termination of the Plan shall not affect stock options granted
                  under the Plan which are then outstanding.

2.       DEFINITIONS. For the purposes of the Plan, the following terms shall
         have the following meanings.

         (a)      "BOARD OF DIRECTORS" means the Board of Directors of the
                  Company.

         (b)      "CODE" means the Internal Revenue Code of 1986, as amended and
                  in effect from time to time, or any successor statute thereto,
                  together with the published rulings, regulations and
                  interpretations duly promulgated thereunder.

         (c)      "COMMON STOCK" means the Common Stock, without par value, of
                  the Company, or any security issued by the Company in
                  substitution or exchange therefore or in lien thereof.

         (d)      "COMPANY" means The Goodyear Tire & Rubber Company, an Ohio
                  corporation, or any successor corporation.

         (e)      "EMPLOYEE" means any individual who (x) is (i) a hourly
                  employee not represented by a union or (ii) a salaried
                  employee, other than an officer or other executive, of an
                  Employer, and (y) is on the active payroll of an Employer at
                  the relevant time.

         (f)      "EMPLOYER" means the Company and/or any domestic subsidiary of
                  the Company.

         (g)      "FAIR MARKET VALUE" means, in respect of any date on or as of
                  which a determination thereof is being or to be made, the
                  average of the high and low per share sale prices of the
                  Common Stock reported on the New York Stock Exchange



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                  Composite Transaction tape on such date, or, if the Common
                  Stock was not traded on such date, on the next day on which
                  sales of the shares of the common Stock were reported on the
                  New York Stock Exchange Composite Transactions tape.

         (h)      "GRANTEE" means any Employee who is granted a Stock Option
                  under the Plan and has entered into a grant agreement with
                  respect to such Stock Option and such Stock Option remains
                  outstanding.

         (i)      "PLAN" means this Hourly and Salaried Employees Stock Option
                  Plan of The Goodyear Tire & Rubber Company.

         (j)      "RETIREMENT" shall, for the purposes of this Plan, be deemed
                  to have occurred when an Employee ceases to be an Employee of
                  an Employer and is entitled to receive a Normal Retirement
                  Pension, a Disability Retirement Pension or an Early
                  Retirement Pension in accordance with the applicable
                  provisions of the relevant pension plan of such Employee's
                  Employer under which such Employee may be entitled to
                  benefits.

         (k)      "STOCK OPTION" means any option to purchase shares of Common
                  Stock granted pursuant to the provisions of the Plan, each of
                  which shall be a nonstatutory stock option not governed by
                  Section 421 or 422 of the Code.

3.       SHARES OF COMMON STOCK SUBJECT TO THE PLAN.

         (a)      NUMBER OF SHARES ISSUABLE UNDER THE PLAN. The maximum number
                  of shares of Common Stock which may be issued pursuant to the
                  Plan, subject to adjustment as provided in Section 3(b) of the
                  Plan, shall be six-hundred thousand (600,000). The shares of
                  Common Stock which may be issued under the Plan may be
                  authorized and unissued shares or issued shares which have
                  been reacquired by the Company. No fractional share of the
                  Common Stock shall be issued under the Plan. Any fractional
                  share of Common Stock shall be settled in cash at the Fair
                  Market Value thereof on the relevant date.

         (b)      ADJUSTMENTS UPON CHANGES IN CAPITAL STRUCTURE. In the event of
                  any change in the capital structure, capitalization or Common
                  Stock of the Company, such as a stock dividend, stock split,
                  recapitalization, merger, consolidation, split-up, combination
                  or exchange of shares of other form of reorganization, or any
                  other change affecting the Common Stock, such proportionate
                  adjustments, if any, as the Board of Directors in its
                  discretion may deem appropriate to reflect such change shall
                  be made with respect to: (i) the maximum number of shares of
                  Common Stock which may be (1) issued pursuant to the Plan, and
                  (2) the subject of, or issued pursuant to, any Stock Option
                  granted pursuant to the Plan; (ii) the number of shares of
                  Common Stock subject to any outstanding Stock Option; (iii)
                  the per share exercise price in respect of any outstanding
                  Stock Option; and (iv) any other term or condition of any
                  Stock Option affected by any such change.



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4.       ADMINISTRATION.

         (a)      THE COMMITTEE. The Plan shall be administered by a committee
                  (the "Committee") to be appointed from time to time by the
                  Board of Directors. The Committee shall be comprised of at
                  least five members. Members of the Committee shall serve at
                  the pleasure of the Board of Directors. The Board of Directors
                  may from time to time remove members from, or add members to,
                  the Committee. A majority of the members of the Committee
                  shall constitute a quorum for the transaction of business and
                  the act of a majority of the members present at any meeting at
                  which a quorum is present shall be the act of the Committee.
                  Any one or more members of the Committee may participate in a
                  meeting by conference telephone or similar means where all
                  persons participating in the meeting can hear and speak to
                  each other, which participation shall constitute presence in
                  person at such meeting. Action approved in writing by a
                  majority of the members of the Committee then serving shall be
                  fully as effective as if the action had been taken by
                  unanimous vote at a meeting duly called and held. The Company
                  shall grant Stock Options under the Plan in accordance with
                  the terms and conditions specified by the Board of Directors,
                  which terms and conditions shall be set forth in grant
                  agreements and/or other instruments in such forms as the Board
                  of Directors shall approve.

         (b)      COMMITTEE POWERS. The Committee shall have full power and
                  authority to administer the Plan in accordance with its terms.
                  The powers of the Committee include, but are not limited to,
                  the power to: (i) identify to the Board of Directors Employees
                  to receive Stock Options; (ii) construe and interpret the Plan
                  and all Stock Option grant agreements and make any
                  determination of fact incident to the operation of the Plan;
                  (iii) promulgate, amend and rescind rules and regulations
                  relating to the implementation, operation and administration
                  of the Plan; (iv) delegate to other persons the responsibility
                  for performing administrative or ministerial acts in
                  furtherance of the Plan; (v) engage the services of persons
                  and firms in furtherance of the Plan's activities; and (vi)
                  make all other determinations and take all other actions as
                  the Committee may deem necessary or advisable for the
                  administration of the Plan.

         (c)      COMMITTEE'S DECISIONS FINAL. Any determination, decision or
                  action of the Committee in connection with the construction,
                  interpretation, administration or application of the Plan, and
                  of any Stock Option grant agreement, shall be final,
                  conclusive and binding upon all Grantees, and all persons
                  claiming through Grantees, affected thereby.

5.       STOCK OPTIONS.

         All Stock Options granted under the Plan shall be non-qualified options
         under the Code and shall be subject to and governed by the terms and
         conditions of Sections 6, 7, 8, 9 and 11 of the Plan and shall contain
         such additional terms and conditions, not inconsistent with the express
         provisions of the Plan, as the Committee and/or the Board of Directors
         shall determine.

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6.       ELIGIBILITY.

         Any Employee may be granted a Stock Option. The Committee, subject to
         the approval of the Board of Directors, shall determine the Employees
         to whom Stock Options will be granted, the timing of such grants, and
         the number of shares of Common Stock subject to each Stock Option
         granted.

7.       TERMS OF THE STOCK OPTIONS.

         (a)      OPTION EXERCISE PRICE. The per share exercise price of each
                  Stock Option granted under the Plan shall be 100% of the Fair
                  Market Value of a share of the Common Stock on the date of the
                  grant of such Stock Option.

         (b)      OPTION TERM. Each Stock Option granted under the Plan shall
                  have a term of ten years (subject to early termination in
                  accordance with the Plan or the Grant Agreement) and shall
                  expire (unless theretofore exercised or terminated in
                  accordance with the term of the Plan and/or the relevant grant
                  agreement) on the tenth anniversary of the date of grant of
                  such Stock Option.

         (c)      EXERCISABILITY. A Stock Option shall be exercisable at such
                  time or times and subject to such terms and conditions as
                  shall be determined by the Board of Directors at the date of
                  grant. No Stock Option may be exercised unless the holder
                  thereof is at the time of such exercise an Employee and has
                  been continuously an Employee from the date such Stock Option
                  was granted through the date of the exercise of such Stock
                  Option, except that the Board of Directors may permit the
                  exercise of any Stock Option for any period following the
                  Grantee's termination of employment not in excess of the
                  original term of the Stock Option on such terms and conditions
                  as it shall deem appropriate and specify in the related grant
                  agreement.

8.       METHOD OF EXERCISE. A Stock Option may be exercised, in whole or in
         part, by the Grantee (or his or her legal representative, if permitted
         by the Plan) giving written notice of exercise to the Company (or to an
         agent of the Company designated in writing to the Grantee), specifying
         the number of shares of Common Stock to be purchased. Such notice shall
         be accompanied by payment in full of the purchase price, plus any
         required withholding taxes, or by documents necessary to effect the
         simultaneous exercise of the Stock Option and the sale of the shares of
         Common Stock thereby acquired pursuant to a brokerage or similar
         arrangement approved in advance by the Committee and authorizing the
         use of the proceeds from such sale to pay to the Company the exercise
         price and withholding taxes.

9.       NON-TRANSFERABILITY OF STOCK OPTIONS. No Stock Option granted, and no
         right or interest therein, shall be (i) assignable, alienable or
         transferable by a




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         Grantee, except by will or the laws of descent and distribution, or
         (ii) subject to any obligation, or the lien or claims of any creditor,
         of a Grantee, or (iii) subject to any lien, encumbrance or claim of any
         party made in respect of or through any Grantee, however arising.
         During the lifetime of a Grantee, the Stock Option shall be exercisable
         only by, and shares of Common Stock issued upon the exercise of Stock
         Options will be issued only to, the Grantee or his or her legal
         representative.

10.      AMENDMENT AND TERMINATION. The Board of Directors may at any time and
         from time to time amend the Plan. The Board of Directors may at any
         time terminate the Plan; provided, however, that no termination of the
         Plan shall affect Stock Options outstanding on the date of such
         termination.

11.      MISCELLANEOUS.

         (a)      WITHHOLDING TAXES. All Stock Options granted under the Plan
                  are made subject to any and all applicable withholding for
                  taxes of any kind. The Company shall have the right to deduct
                  from any delivery of shares of Common Stock to be made under
                  the Plan, all federal, state, city, local or foreign taxes of
                  any kind required by law to be withheld with respect to such
                  payment and to take such other actions as may be necessary in
                  the opinion of the Company to satisfy all obligations for the
                  payment of such taxes. The Company shall have the right to
                  require a Grantee to pay cash to satisfy withholding taxes as
                  a condition to the issuance of any shares of Common Stock
                  under the Plan.

         (b)      NO RIGHT TO EMPLOYMENT. Neither the adoption of the Plan nor
                  the grant of any Stock Option shall confer upon any Grantee,
                  any Employee or any other person any right to continued
                  employment with the Company or any subsidiary of the Company,
                  nor shall it interfere in any way with the right of the
                  Company or any subsidiary of the Company to terminate the
                  employment of any Grantee, any Employee or any other person at
                  any time, with or without cause.

         (c)      UNFUNDED PLAN. The Plan shall be unfunded. Any liability of
                  the Company to any person with respect to any Stock Option
                  granted under the Plan shall be based solely upon any
                  contractual obligations that may be effected pursuant to the
                  Plan. No such obligation of the Company shall be deemed to be
                  secured by any pledge of, or other encumbrance on, any
                  property of the Company or any of its subsidiaries.

         (d)      OTHER COMPANY BENEFIT AND COMPENSATION PROGRAMS. Any benefits
                  received by a Grantee under the Plan shall not be deemed a
                  part of such Grantee's regular, recurring compensation and
                  shall not be included in, nor have any effect on, the
                  determination of benefits under any pension or other employee
                  benefit plan or similar arrangement provided by the Company or
                  any of its subsidiaries. Payments and benefits provided to any
                  Employee under any other plan or agreement shall be governed
                  solely by the terms of such other plan or agreement.

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         (e)      SECURITIES LAW RESTRICTIONS. In no event shall the Company be
                  obligated to issue or deliver any shares of Common Stock if
                  such issuance or delivery shall constitute a violation of any
                  provision of any law or regulation of any government, any
                  governmental agency or authority, or any securities exchange.
                  No shares of common Stock shall be issued under the Plan
                  unless counsel for the Company shall be satisfied that such
                  issuance will be in compliance with all applicable Federal and
                  state securities laws and regulations and all requirements of
                  any securities exchange on which shares of the Common Stock
                  are listed.

         (f)      GRANT AGREEMENTS. Each person receiving a Stock Option under
                  the Plan shall enter into a grant agreement with the Company
                  in the form specified by the Board of Directors.

         (g)      SEVERABILITY. In the event any provision of the Plan shall be
                  held to be invalid or unenforceable for any reason, such
                  invalidity or unenforceability shall not affect the remaining
                  provisions of the Plan.

         (h)      GOVERNING LAW. The Plan shall be governed by and construed in
                  accordance with the laws of the State of Ohio.


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