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                                                                     EXHIBIT 4.4
                                                                     -----------

                       THE GOODYEAR TIRE & RUBBER COMPANY
                                STOCK OPTION PLAN
                                       FOR
            HOURLY BARGAINING UNIT EMPLOYEES AT DESIGNATED LOCATIONS


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 eligible
                  hourly employees of the Company and designated domestic
                  subsidiaries at Designated Locations who are members of one or
                  more of the local unions of the United Steelworkers of
                  America, 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 September 30,
                  2001, 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)      "ACTIVE EMPLOYEE" means a full-time hourly employee of the
                  Company or a Designated Subsidiary who is also a member of,
                  and/or represented by, one or more of the Local Unions and is,
                  on the relevant date, on the active payroll of the Company or
                  a Designated Subsidiary.

         (b)      "AVERAGE ANNUAL HOURS WORKED" means, with respect to the
                  period and to the Eligible Employee in respect of which a
                  determination thereof is being or to be made, the average of
                  the hours worked by such Eligible Employee during the two
                  years (i) ended October 31 in the three year period ended
                  October 31, 2000 (in the case of a determination made pursuant
                  to Section 5 (a) of the Plan) or (ii) ended August 31 in the
                  three year period ended August 31, 2001 (in the case of a
                  determination made pursuant to Section 5(b) of the Plan),
                  during which the Eligible Employee worked the most hours. In
                  respect of each Eligible Employee who has a continuous service
                  date as a Bargaining Unit Employee that is less than two years
                  and more than six months prior to October 31, 2000 or August
                  31, 2001, as the case may be, the hours worked for the year
                  during which his or her continuous service date occurs shall
                  be determined by annualizing the average hours worked by such
                  Eligible Employee during each full calendar month during the
                  period beginning on his or her continuous service date and
                  ending on the next following October 31 or August 31, as the
                  case may be. If the continuous service date of the Eligible
                  Employee is one year or less, but more than six (6) months,
                  prior to October 31, 2000 or August 31, 2001, as the case may
                  be, then the "Average Annual Hours Worked" shall be equal to
                  the actual hours worked in the case of a full year or the
                  annualized average hours worked, determined as provided in the

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                  preceding sentence, in the case of a partial year.

         (c)      "BARGAINING UNIT AGREEMENT" means any of, and "BARGAINING UNIT
                  AGREEMENTS" means and includes all of, the Company-Wide
                  Agreement (including the related Supplemental Agreement(s)),
                  the Fayetteville Agreement, the Freeport Agreement, the Tyler
                  Agreement, the Buffalo General Agreement, and the Huntsville
                  General Agreement, as the case may be, each as in effect on
                  and as of December 4, 2000.

         (d)      "BARGAINING UNIT EMPLOYEE" means any person who, at the
                  relevant time, is (i) an Employee of the Company or a
                  Designated Domestic Subsidiary at one of the Designated
                  Locations and (ii) a member of, and/or represented by, the
                  Local Union representing Employees at such Designated
                  Location.

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

         (f)      "BUFFALO GENERAL AGREEMENT" means the General Agreement, dated
                  and effective as of October 25, 2000, between Goodyear Dunlop
                  Tires North America, Ltd and Local Union No. 135 of the USWA,
                  as in effect on and as of December 4, 2000.

         (g)      "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.

         (h)      "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 lieu thereof.

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

         (j)      "COMPANY-WIDE AGREEMENT" means the Agreement, dated effective
                  October 25, 2000, together with the "Supplemental Agreement"
                  relating to a Designated Location among the Company, the USWA
                  and the relevant Local Union (or Unions, as the case may be),
                  as in effect on and as of December 4, 2000.

         (k)      "DESIGNATED LOCATION" means any of, and "DESIGNATED LOCATIONS"
                  means two or more or all of, the tire and/or rubber products
                  manufacturing facilities of the Company and its Designated
                  Subsidiaries at the following locations: Akron (Plant 2),
                  Ohio: Gadsden, Alabama; St. Marys, Ohio; Lincoln, Nebraska;
                  Topeka, Kansas; Danville, Virginia; Marysville, Ohio; Union
                  City, Tennessee; Sun Prairie, Wisconsin; Fayetteville, North
                  Carolina; Freeport, Illinois; Tyler, Texas; Buffalo, New York;
                  and Huntsville, Alabama.

         (l)      "DESIGNATED SUBSIDIARY" means any of, and "DESIGNATED
                  SUBSIDIARIES" means any two or more or all of, Goodyear Dunlop
                  Tires North America, Ltd., an Ohio limited liability company,
                  and any successor entity, and any other domestic corporation
                  or other entity so designated in writing by the Board of
                  Directors.

         (m)      "ELIGIBLE EMPLOYEE" means any person who (i) satisfies the
                  eligibility criteria set forth at Section 6(a) of the Plan at
                  December 4, 2000, or (ii) satisfies the eligibility

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                  criteria set forth at Section 6(b) of the Plan at September 3,
                  2001.

         (n)      "EMPLOYEE" means each person who, at the relevant time, is on
                  the active payroll of, or on Layoff or a Leave of Absence
                  from, an Employer at one of the Designated Locations.

         (o)      "EMPLOYER" means the Company and/or a Designated Subsidiary.

         (p)      "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 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.

         (q)      "FAYETTEVILLE AGREEMENT" means the Agreement, dated and
                  effective as of October 25, 2000, between the Company (as the
                  successor to the Kelly-Springfield Tire Company) and Local
                  Union No. 959 of the USWA, as in effect on and as of December
                  4, 2000.

         (r)      "FREEPORT AGREEMENT" means the Agreement, dated and effective
                  as of October 31, 2000, between the Company (as the successor
                  to The Kelly-Springfield Tire Company) and Local Union No. 745
                  of the USWA, as in effect on and as of December 4, 2000.

         (s)      "GRANTEE" means any Eligible Employee of the Company who is
                  granted a Stock Option under the Plan and has entered into a
                  grant agreement in respect of such Stock Option, which Stock
                  Option remains outstanding.

         (t)      "HUNTSVILLE GENERAL AGREEMENT" means the General Agreement,
                  dated and effective as of October 25, 2000, between Goodyear
                  Dunlop Tires North America, Ltd and Local Union No. 915 of the
                  USWA, as in effect on and as of December 4, 2000.

         (u)      "LAYOFF" shall mean: (i) with respect to Bargaining Unit
                  Employees covered by the Company-Wide Agreement, a layoff with
                  recall rights as described at Section 1(a) of Article X of the
                  Company-Wide Agreement (and at any applicable section of the
                  relevant "Supplemental Agreement"); (ii) with respect to
                  Bargaining Unit Employees covered by the Fayetteville
                  Agreement, a layoff with recall rights as described at Section
                  8 of Article VII of the Fayetteville Agreement; (iii) with
                  respect to Bargaining Unit Employees covered by the Freeport
                  Agreement, a layoff with recall rights as described at Section
                  8 of Article VII of the Freeport Agreement; (iv) with respect
                  to Bargaining Unit Employees covered by the Tyler Agreement, a
                  layoff with recall rights as described at Section 13 and
                  Section 14 of Article VII of the Tyler Agreement; (v) with
                  respect to Bargaining Unit Employees covered by the Buffalo
                  General Agreement, a layoff with recall rights as described at
                  Sections 7.08 through 7.15, inclusive, of Article VII of the
                  Buffalo General Agreement; and (vi) with respect to Bargaining
                  Unit Employees covered by the Huntsville General Agreement, a
                  layoff with recall rights as described at Sections 9.09 and
                  9.10 of the Huntsville Agreement.

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         (v)      "LEAVE OF ABSENCE" shall mean: (i) with respect to Bargaining
                  Unit Employees covered by the Company-Wide Agreement, a leave
                  of absence authorized by the Employer as provided for by the
                  provisions of Section 1(b) of Article X of the Company-Wide
                  Agreement (and at any applicable section of the relevant
                  "Supplemental Agreement"); (ii) with respect to Bargaining
                  Unit Employees covered by the Fayetteville Agreement, a leave
                  of absence authorized by the Employer as provided for by the
                  provisions of Section 3 of Article VII of the Fayetteville
                  Agreement; (iii) with respect to Bargaining Unit Employees
                  covered by the Freeport Agreement, a leave of absence
                  authorized by the Employer as provided for by the provisions
                  of Section 4 of Article VII of the Tyler Agreement; (v) with
                  respect to Bargaining Unit Employees covered by the Buffalo
                  General Agreement, a leave of absence authorized by the
                  Employer as provided for by the provisions of Section 7.18 of
                  the Buffalo General Agreement; and (vi) with respect to
                  Bargaining Unit Employees covered by the Huntsville General
                  Agreement, a leave of absence authorized by the Employer as
                  provided for by the provisions of Section 9.11 of the
                  Huntsville General Agreement.

         (w)      "LOCAL UNION" means any one of , and "LOCAL UNIONS" means any
                  two or more or all of, the local unions of the United
                  Steelworkers of America, A.F.L-C.I.O.-C.L.C. representing
                  certain Employees of the Employers at the respective
                  Designated Locations listed below:

                  Designated Location                         Local Union
                  -------------------                         -----------
                  Akron, Ohio                                 Local 2
                  Gadsden, Alabama                            Local 12
                  Tonawonda (Buffalo), New York               Local 135
                  St Marys, Ohio                              Local 200
                  Lincoln, Nebraska                           Local 286
                  Topeka, Kansas                              Local 307
                  Freeport, Illinois                          Local 745
                  Tyler, Texas                                Local 746
                  Danville, Virginia                          Local 831
                  Marysville, Ohio                            Local 843
                  Union City, Tennessee                       Local 878
                  Designated Location                         Local Union
                  -------------------                         -----------
                  Sun Prairie, Wisconsin                      Local 904
                  Huntsville, Alabama                         Local 915
                  Fayetteville, North Carolina                Local 959

         (x)      "P&I AGREEMENT" means any of the, and "P&I AGREEMENTS" means
                  and includes any two or more or all of, the following
                  agreements: (i) the Pension, Insurance and Service Award
                  Agreement, dated effective October 25, 2000, among the Company
                  the USWA and Local Unions Nos. 2, 12, 200, 286, 307, 831, 843,
                  878 and 904 (the "Goodyear P&I Agreement"); (ii) the Pension,
                  Insurance and Service Award Agreement, dated effective May 9,
                  1997 (as amended), between the Company (as the successor of
                  The Kelly-Springfield Tire Company), the USWA and Local Union
                  No. 959 (the "Fayetteville P&I Agreement"), (iii) the Pension,
                  Insurance and Service Award Agreement, dated September 7, 1997
                  (as amended), between the Company, the USWA and Local Union
                  No. 746 (the "Tyler P&I

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                  Agreement"), (iv) the Pension, Insurance and Service Award
                  Agreement, dated May 9, 1997 (as amended), between the
                  Company, the USWA and Local Union No. 745 (the "Freeport P&I
                  Agreement"), (v) the Agreement on Pension, Service Award and
                  Insurance Benefits between Goodyear Dunlop Tires North
                  America, Ltd. and Local Union No. 135, dated October 27, 2000
                  (the "Buffalo P&I Agreement"); and (vi) the Agreement for
                  Pension, Service Award and Insurance Benefits between Goodyear
                  Dunlop Tires North America, Ltd. and Local Union No. 915,
                  dated October 27, 2000 (the "Huntsville P&I Agreement").

         (y)      "PLAN" means The Goodyear Tire & Rubber Company Stock Option
                  Plan for Hourly Bargaining Unit Employees at Designated
                  Locations.

         (z)      "RETIREMENT" shall, for the purposes of the Plan, be deemed to
                  have occurred with respect to any Grantee when such Grantee
                  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 P&I Agreement that applies to
                  such Grantee.

         (aa)     "SENIORITY STATUS" shall have the meaning specified at: (i)
                  the first two paragraphs of Section 1 of Article X, and at
                  subsection (d) of Section 1 of Article X, of the Company-Wide
                  Agreement with respect to Bargaining Unit Employees covered by
                  the Company-Wide Agreement; (ii) Article VIII of the Freeport
                  Agreement with respect to Bargaining Unit Employees covered by
                  the Freeport Agreement; (iii) Article VII of the Fayetteville
                  Agreement with respect to Bargaining Unit Employees covered by
                  the Fayetteville Agreement; (iv) Article VIII of the Tyler
                  Agreement with respect to Bargaining Unit Employees covered by
                  the Tyler Agreement; (v) Section 9.01 of the Huntsville
                  General Agreement with respect to Bargaining Unit Employees
                  covered by the Huntsville General Agreement; or (vi) Article
                  VII of the Buffalo General Agreement with respect to
                  Bargaining Unit Employees covered by the Buffalo General
                  Agreement.


         (bb)     "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.

         (cc)     "TYLER AGREEMENT" means the Agreement, dated and effective as
                  of October 25, 2000, between the Company and Local Union No.
                  746 of the USWA, as in effect on and as of December 4, 2000.

         (dd)     "USWA" means the United Steelworkers of America,
                  A.F.L.-C.I.O.-C.L.C.

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 three million five-hundred thousand
                  (3,500,000). 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

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                  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 or 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 may 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.

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. The Executive Vice President and Chief
                  Financial Officer, the Senior Vice President for Global Human
                  Resources and the Senior Vice President and General Counsel of
                  the Company shall be permanent members of the Committee.
                  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. Except as may be approved by
                  the Board of Directors, the form of grant agreement to be used
                  in respect of each Stock Option granted under this Plan shall
                  be as set forth at Annex I (in the case of Stock Options
                  granted on December 4, 2000) and Annex II (in this case of
                  Stock Options granted on September 3, 2001) to the Plan.

         (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 the
                  Eligible 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

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                  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 TO BE GRANTED.

         (a) On December 4, 2000, the Company will grant Stock Options to
         Eligible Employees as follows:

                  (i)      Each Eligible Employee at December 4, 2000 (as
                           defined at Section 6(a) of the Plan) whose Average
                           Annual Hours Worked in respect of the three year
                           period ended October 31, 2000 was more than 2,500
                           hours will be granted a Stock Option in respect of
                           200 shares of Common Stock.

                  (ii)     Each Eligible Employee at December 4, 2000 (as
                           defined at Section 6 (a) of the Plan) whose Average
                           Annual Hours Worked in respect of the three year
                           period ended October 31, 2000 was 2,500 hours or
                           fewer, but not fewer than 1,500 hours, will be
                           granted a Stock Option in respect of 160 shares of
                           Common Stock.

                  (iii)    Each Eligible Employee at December 4, 2000 (as
                           defined at Section 6(a) of the Plan) whose continuous
                           service date is on or after June 5, 2000 or whose
                           Average Annual Hours Worked in respect of the three
                           year period ended October 31, 2000 was fewer than
                           1,500 hours will be granted a Stock Option in respect
                           of 120 shares of Common Stock.

         (b)      On September 3, 2001, the Company will grant Stock Options to
                  Eligible Employees as follows:

                  (i)      Each Eligible Employee at September 3, 2001 (as
                           defined at Section 6(b) of the Plan) whose Average
                           Hours Worked in respect of the three year period
                           ended August 31, 2001 was more than 2,500 hours will
                           be granted a Stock Option in respect of 100 shares of
                           Common Stock.

                  (ii)     Each Eligible Employee at September 3, 2001 (as
                           defined at Section 6(b) of the Plan) whose Average
                           Annual Hours Worked in respect of the three year
                           period ending August 31, 2001 was 2,500 hours or
                           fewer, but not fewer than 1,500 hours, will be
                           granted a Stock Option in respect of 80 shares of
                           Common Stock.

                  (iii)    Each Eligible Employee at September 3, 2001 (as
                           defined at Section 6(b) of the Plan) whose continuous
                           service date is on or after March 4, 2001 or whose
                           Average Annual Hours Worked in respect of the three
                           year period ending August 31, 2001 was fewer than
                           1,500 hours will be granted a Stock Option in respect
                           of 60 shares of Common Stock.

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6.       ELGIBILITY REQUIREMENTS.

         (a) Each Employee of the Company or a Designated Subsidiary at December
         4, 2000 who:

                  (i)      is a Bargaining Unit Employee; and
                  (ii)     has Seniority Status; and
                  (iii)    is an Active Employee, on Layoff or on a Leave of
                           Absence;

         shall be an "Eligible Employee" at December 4, 2000 and shall receive
         the grant of a Stock Option pursuant to Section 5(a) of the Plan for
         that number of shares indicated at Section 5(a) of the Plan, based on
         such Eligible Employee's Average Annual Hours Worked; provided,
         however, that the Stock Option granted to any Eligible Employee shall
         automatically terminate on July 5, 2001 if such Eligible Employee is
         not an Active Employee (x) for a period of at least thirty (30)
         consecutive calendar days during the 180-day period commencing December
         5, 2000 AND (y) for a period of at least sixty (60) consecutive
         calendar days during the 210-day period commencing December 5, 2000
         (unless such Eligible Employee is serving as a Local Union official
         during such period).

         (b) Each Employee of the Company or a Designated Subsidiary at
         September 3, 2001 who:

                  (i)      is a Bargaining Unit Employee; and
                  (ii)     has Seniority Status; and
                  (iii)    is an Active Employee, on Layoff or on a Leave of
                           Absence; and
                  (iv)     was not granted a Stock Option pursuant to Section
                           5(a) of the Plan or was granted a Stock Option
                           pursuant to Section 5(a) of the Plan and such Stock
                           Option was automatically terminated on July 5, 2002
                           in accordance with Section 6(a) of the Plan;

         shall be an "Eligible Employee" at September 3, 2001 and shall receive
         a grant of a Stock Option pursuant to Section 5(b) of the Plan for that
         number of shares indicated at Section 5(b) of the Plan, based on such
         Eligible Employee's Average Annual Hours worked; provided, however,
         that the Stock Option granted to any Eligible Employee shall
         automatically terminate on April 4, 2002 if such Eligible Employee is
         not an Active Employee (x) for a period of at least thirty (30)
         consecutive calendar days during the 180-day period commencing
         September 4, 2001 AND (y) for a period of at least sixty (60)
         consecutive calendar days during the 210-day period commencing
         September 4, 2001 (unless such Eligible Employee is serving as a Local
         Union Official during such period).

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.

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         (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 and/or the Grant Agreement) and shall
                  expire (unless theretofore exercised or terminated as provided
                  for at Section 6 or Section 8 of the Plan or in the relevant
                  grant agreement) on the tenth anniversary of the date of grant
                  of such Stock Option.

         (c)      CONDITIONAL VESTING. Each Stock Option granted shall vest,
                  subject to the provisions of Section 6, Section 7(d) and
                  Section 8 of the Plan, in the Grantee in accordance with the
                  following schedule:

                  (1)      With respect to each Stock Option granted on December
                           4, 2000, when and to the extent the Stock Option
                           becomes exercisable in accordance with Section
                           7(d)(1) of the Plan, and subject to the termination
                           of the Stock Option pursuant to Section 6(a) of the
                           Plan, if the Grantee has been continuously an
                           Employee of the Company or a Designated Subsidiary
                           since December 4, 2000:


                           (i)      The Grantee shall be vested, subject to the
                                    provisions of Sections 6(a), 7(c)(3),
                                    7(d)(1) and 8 of the Plan, in respect of 50%
                                    of the shares of Common Stock subject to the
                                    option granted pursuant to such Stock Option
                                    (x) on January 4, 2001 if the Grantee is an
                                    Active Employee on January 4, 2001 and the
                                    Stock Option is not thereafter terminated in
                                    accordance with Section 6(a) of the Plan OR
                                    (y) on July 5, 2001 if -- the Grantee was
                                    not an Active Employee on January 4, 2001
                                    and the Grantee has been an Active Employee
                                    for at least sixty (60) consecutive calendar
                                    days during the 210-day period commencing
                                    December 5, 2000 (unless the Grantee is
                                    serving as a Local Union official during
                                    such period).

                           (ii) The Grantee shall be vested, subject to the
                           provisions of Sections 6(a), 7(c)(3), 7(d)(1) and 8
                           of the Plan and to any prior exercises of the Stock
                           Option, in respect of 25% of the shares of Common
                           Stock subject to the option granted pursuant to such
                           Stock Option (x) on January 4, 2002 if the Grantee is
                           an Active Employee on January 4, 2002 and the Grantee
                           is vested under Section 7(c)(1)(i) of the Plan, OR
                           (y) on August 4, 2002 if the Grantee was not an
                           Active Employee on January 4, 2002 and the Grantee
                           (A) has vested under Subsection 7(c)(l)(i) of the
                           Plan and (B) has been an Active Employee for at least
                           thirty (30) consecutive calendar days during the
                           180-day period commencing January 5, 2002 (unless the
                           Grantee is serving as a Local Union official during
                           such period).

                           (iii) The Grantee shall be vested, subject to the
                           provisions of Sections 6(a), 7(c)(3), 7(d)(1) and 8
                           of the Plan and to any prior exercises of the Stock
                           Option, in respect of 25% of the shares of Common
                           Stock subject to the option granted pursuant to such
                           Stock Option (x) on January 4, 2003 if the Grantee is
                           an Active Employee on January 4, 2003 and the Grantee
                           is vested under Section 7(c)(1)(i) of the Plan, OR
                           (y) on August 4, 2003 if the Grantee was not an
                           Active Employee on January 4, 2003 and the Grantee
                           (A) has vested in accordance with Subsection
                           (7)(c)(1)(i)

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                           of the Plan (whether or not vesting occurred under
                           Subsection 7(c)(ii) of the Plan) and (B) has been an
                           Active Employee for at least thirty (30) consecutive
                           calendar days during the 180-day period commencing
                           January 5, 2003 (unless the Grantee is serving as a
                           Local Union official during such period).

                  (2)      With respect to each Stock Option granted on
                           September 3, 2001, when and to the extent the Stock
                           Option becomes exercisable in accordance with Section
                           7(d)(2) of the Plan, and subject to the termination
                           of the Stock Option pursuant to Section 6(b) of the
                           Plan, if the Grantee has been continuously an
                           Employee of the Company or a Designated Subsidiary
                           since September 3, 2001:

                           (i) The Grantee shall be vested, subject to the
                           provisions of Sections 6(b), 7(c)(3), 7(d)(2) and 8
                           of the Plan, in respect of 50% of the shares of
                           Common Stock subject to the option granted pursuant
                           to such Stock Option (x) on October 3, 2001 if the
                           Grantee is an Active Employee on October 3, 2001 and
                           the Stock Option is not thereafter terminated in
                           accordance with Section 6(b) of the Plan, OR (y) on
                           April 4, 2002 if the Grantee was not an Active
                           Employee on October 3, 2001 and the Grantee has been
                           an Active Employee for at least sixty (60)
                           consecutive calendar days during the 210-day period
                           commencing September 4, 2001 (unless the Grantee is
                           serving as a Local Union official during such
                           period).

                           (ii) The Grantee shall be vested, subject to the
                           provision of Sections 6(b), 7(c)(3), 7(d)(2) and 8 of
                           the Plan and to any prior exercises of the Stock
                           Option, in respect of 50% of the shares of Common
                           Stock subject to the option granted pursuant to such
                           Stock Option (x) on October 3, 2002 if the Grantee is
                           an Active Employee on October 3, 2002 and the Grantee
                           is vested under Section 7(c)(2)(i) of the Plan, OR
                           (y) on April 4, 2003 if the Grantee was not an Active
                           Employee on October 3, 2002 and the Grantee (A) has
                           vested under Subsection 7(c)(2)(i) of the Plan and
                           (B) has been an Active Employee for at least thirty
                           (30) consecutive calendar days during the 180-day
                           period, commencing October 3, 2002 (unless the
                           Grantee is serving as a Local Union official during
                           such period).

                  (3)      Upon the vesting of a Stock Option as specified in
                           Sections 7(c)(1) and 7(c)(2) of the Plan, the Grantee
                           of such Stock Option shall have the right to exercise
                           the Stock Option when and to the extent such Stock
                           Option becomes exercisable in accordance with
                           Sections 7(d)(1) and 7(d)(2), respectively, so long
                           as the Grantee has been continuously an Employee from
                           the date the Stock Option was granted through the
                           date of the exercise of such Stock Option. If a
                           Grantee fails to vest in respect of any percentage of
                           the shares granted pursuant to Section 6 of the Plan
                           due to a Grantee's failure to satisfy any of the
                           vesting requirements of Section 7(c)(1) or 7(c)(2) of
                           the Plan, as the case may be, then the Stock Option
                           shall terminate with respect to the shares of Common
                           Stock subject to such Stock Option in respect of
                           which the vesting requirements were not satisfied;
                           provided that, if a Grantee shall fail to satisfy the
                           vesting conditions specified in Section 7(c)(1)(i) or
                           Section 7(c)(2)(i) of the Plan, as applicable, the

                                      10
<PAGE>   11

                           Stock Option of Grantee shall automatically terminate
                           in its entirety on June 5, 2001 or September 4, 2001,
                           respectively.

         (d)      EXERCISABILITY. If the Grantee of a Stock Option has been
                  continuously an Employee from and after the date the Stock
                  Option was granted and (x) if the Stock Option was not
                  automatically terminated in accordance with Section 6(a) or
                  Section 6(b) of the Plan, as the case may be, and (y) if and
                  to the extent such Stock Option shall have vested in
                  accordance with Section 7(c) of the Plan, the Grantee of such
                  Stock Option shall be entitled to exercise, subject to the
                  limitations set forth at Sections 6, 7(b), 7(c)(3) and 8 of
                  the Plan, such Stock Option in accordance with the following
                  schedule:

                  (1)      With resect to each Stock Option granted on December
                           4, 2000:

                           (i)      On and after December 4, 2001, such Stock
                                    Option will be exercisable to the extent of
                                    the 50% of the shares of Common Stock
                                    subject to the option granted pursuant to
                                    such Stock Option that vest in accordance
                                    with Section 7(c)(1)(i) of the Plan.

                           (ii) On and after December 4, 2002, such Stock Option
                           will be exercisable to the extent of the 25% of the
                           shares of Common Stock subject to the option granted
                           pursuant to such Stock Option that vest in accordance
                           with Section 7(c)(1)(ii) of the Plan.

                           (iii) On and after December 4, 2003, such Stock
                           Option will be exercisable to the extent of the 25%
                           of the shares of Common Stock subject to the option
                           granted pursuant to such Stock Option that vest in
                           accordance with Section 7(c)(1)(iii) of the Plan.

                  (2)      With respect to each Stock Option granted on
                           September 3, 2001:

                           (i)      On and after September 3, 2002, such Stock
                                    Option will be exercisable to the extent of
                                    the 50% of the shares of Common Stock
                                    subject to the option granted pursuant to
                                    such Stock Option that vest in accordance
                                    with Section 7(c)(2)(i) of the Plan.

                           (ii) On and after September 3, 2003, such Stock
                           Option will be exercisable to the extent of the 50%
                           of the shares of Common Stock subject to the option
                           granted pursuant to such Stock Option that vest in
                           accordance with Section 7(c)(2)(ii) of the Plan.

         (e)      CONDITIONS TO EXERCISE. At the time of each exercise of a
                  Stock Option: (i) the Grantee shall have been continuously an
                  Employee from the date such Stock Option was granted through
                  the earlier of (A) date of the exercise of such Stock Option,
                  (B) the date of the Grantee's Retirement, or (C) the date of
                  the Grantee's death; (ii) the vesting requirements of Sections
                  7(c) of the Plan applicable to such Stock Option shall have
                  been satisfied in respect of the shares of Common Stock then
                  being purchased pursuant to the exercise of such Stock Option;
                  and (iii) the Stock Option shall be exercisable as provided at
                  Section 7(d)(1) of the Plan or Section 7(d)(2) of the Plan, as
                  applicable, in respect of the shares of Common

                                      11
<PAGE>   12

                  Stock then being purchased pursuant to the exercise of such
                  Stock Option. If any shares of Common Stock subject to a Stock
                  Option granted to a Grantee do not vest in the Grantee at the
                  time or times provided in the applicable subsection of Section
                  7(c), then the Grantee shall not be entitled to exercise the
                  Stock Option at any time in respect of the shares of Common
                  Stock that did not vest in accordance with such applicable
                  subsection of Section 7(c) of the Plan.

8.       EXERCISE FOLLOWING EMPLOYMENT.

         (a)      RETIREMENT. If a Grantee has been continuously an Employee
                  from the date his or her Stock Option was granted through the
                  date of his or her Retirement, then following Retirement such
                  Grantee may exercise his or her Stock Option at any time
                  during the remainder of the term of the Stock Option with
                  respect to that number of shares of Common Stock that were
                  vested under Section 7(c) of the Plan at the date of the
                  Grantee's Retirement.

         (b)      DEATH. If a Grantee has been continuously an Employee from the
                  date his or her Stock Option was granted through the earlier
                  of the date of his or her Retirement or the date of his or her
                  death, then in the event of the death of the Grantee, the
                  legal representative of Grantee may exercise such Stock Option
                  with respect to that number of shares of Common Stock that
                  were vested under Section 7(c) of the Plan at the date of
                  Grantee's death (or, if earlier, the date of the Grantee's
                  Retirement) at any time up to three years after the Grantee's
                  date of death, but in no event more than ten years after the
                  date the Stock Option was granted.

         (c)      OTHER TERMINATION OF EMPLOYMENT. Except as provided in
                  Subsections (a) and (b) of this Section 8, no Stock Option
                  shall be exercisable after the Grantee ceases to be a
                  Bargaining Unit Employee.

9.       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.

10.      NON-TRANSFERABILITY OF STOCK OPTIONS. No Stock Option granted, and no
         right or interest therein, shall be (i) assignable, alienable or
         transferable by a 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 Option will be issued only to, the Grantee
         or his or her legal representative.

11.      AMENDMENT AND TERMINATION. The Board of Directors may at any time and

                                      12
<PAGE>   13

         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.

12.      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 obligation 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.

         (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 Eligible Employee receiving a Stock
                  Option under the Plan shall enter into a grant agreement with
                  the Company in the form, appropriately competed, of Annex I or
                  Annex II, as applicable, or in such other

                                      13
<PAGE>   14

                  form of grant agreement as shall be approved 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.


                                      14
<PAGE>   15


                                     ANNEX I
                                       TO
                       THE GOODYEAR TIRE & RUBBER COMPANY
                              STOCK OPTION PLAN FOR
            HOURLY BARGAINING UNIT EMPLOYEES AT DESIGNATED LOCATIONS
                             FORM OF GRANT AGREEMENT
                            (DECEMBER 4, 2000 GRANT)

                       THE GOODYEAR TIRE & RUBBER COMPANY

                          STOCK OPTION GRANT AGREEMENT

The Directors of The Goodyear Tire & Rubber Company (the "Company") adopted The
Goodyear Tire & Rubber Company Stock Option Plan for Hourly Bargaining Unit
Employees at Designated Locations (the "Plan") on and effective as of December
4, 2000. A copy of the Plan is attached. In accordance with the Plan, the
Company pursuant to this Stock Option Grant Agreement (this "Grant Agreement")
hereby grants to the Employee designated below an option to purchase shares of
the Common Stock, without par value, of the Company (the "Common Stock"), on the
terms and conditions specified in this Grant Agreement and in the Plan.

          Stock Option Granted To:

                              SSN:

                       Grant Date:        December 4, 2000

  Number of Shares of Common Stock
     covered by this Stock Option:

    Stock Option Exercise/Purchase
                             Price
                        Per Share:

     Stock Option Expiration Date:        December 4, 2010

   Stock Option Exercise Schedule:  50% of the shares beginning December 4, 2001
                                    25% of the shares beginning December 4, 2002
                                    25% of the shares beginning December 4, 2003

This Stock Option is subject to termination prior to December 4, 2010 in
accordance with paragraphs 3, 4, 6 and/or 7 of this Grant Agreement. The
conditional vesting schedule is set forth at paragraph 5 of this Grant
Agreement. This Stock Option will also terminate if and to the extent that the
conditional vesting requirements specified in Section 7 of the Plan and in this
Grant Agreement are not satisfied.

This Stock Option is granted pursuant to, and is subject to the terms and
conditions of, this Grant Agreement and the Plan. Capitalized terms used herein
but not defined herein shall have the meanings given them in the Plan.

December 4, 2000                      The Goodyear Tire & Rubber Company

                                      By:



By my signature below, I hereby acknowledge receipt of this Stock Option, as
granted on December 4, 2000 and shown above, which has been issued to me under
the terms and conditions of the Plan and this Grant Agreement. I acknowledge
that I have read and understand the terms and conditions of the Plan and this
Grant Agreement. I further acknowledge, agree to and accept all of the terms and
conditions of the Plan and this Grant Agreement.

Signature:__________________________               Date:___________________

                                      15
<PAGE>   16

1.       THE STOCK OPTION. The non-qualified stock option for the number of
         shares of Common Stock indicated on the preceding page is granted to
         you (your "Stock Option") under, and is governed by the terms and
         conditions of, the Plan and this Grant Agreement. Your execution and
         return of the enclosed copy of page one of this Grant Agreement
         acknowledging receipt of your Stock Option constitutes your agreement
         to and acceptance of all terms and conditions of the Plan and this
         Grant Agreement. Your Stock Option may be exercised only in accordance
         with the Plan and at the times and to the extent, and is subject to all
         of the terms and conditions, set forth in this Grant Agreement and in
         the Plan, including any rule or regulation adopted by the Committee.

2.       METHOD OF EXERCISE. You may exercise the Stock Option granted to you
         pursuant to this Grant Agreement only through a cash payment in the
         amount of the full option exercise price of the shares being purchased;
         provided, that, if previously authorized and announced by the Company,
         you may submit documents designated by the Company, duly completed and
         executed, that will effect a simultaneous exercise of your Stock Option
         and sale of the shares of Common Stock to be acquired upon such
         exercise pursuant to a Company approved brokerage or similar
         arrangement, which documents shall authorize the use of the proceeds
         from such sale to pay the option exercise price, together with all
         withholding taxes, to the Company. Any exercise of your Stock Option
         shall be by written notice to the Company (or to such person and at
         such address as the Company shall designate to you in writing) stating
         the number of shares of Common Stock then to be purchased, accompanied
         with the payment or, if permitted by the Company, appropriate
         documentation, duly completed and signed, providing for the
         simultaneous exercise and sale of the shares of Common Stock then being
         acquired through an approved brokerage or similar arrangement and the
         payment of the option exercise price and withholding taxes to the
         Company. You will be required to meet the tax withholding obligations
         arising from any exercise of your Stock Option.

3.       CONTINUOUS EMPLOYMENT. As further consideration for your Stock Option,
         you must remain continuously an Employee of the Company or a Designated
         Subsidiary from December 4, 2000 through the dates your Stock Option
         becomes exercisable, as set forth on page one of this Grant Agreement,
         before you will be entitled to exercise the indicated portion (or any
         part thereof) of your Stock Option, subject to the provisions of
         paragraphs 4 and 6 of this Grant Agreement and of paragraph 7 of this
         Grant Agreement in the event of your Retirement or death.

4.       ACTIVE EMPLOYMENT REQUIREMENT. If you are not an Active Employee
         (defined as a full time Employee on the active payroll of the Company
         or a Designated Subsidiary) for a period of at least thirty (30)
         consecutive calendar days during the 180-day period commencing on
         December 5, 2000 and for a period of at least sixty (60) consecutive
         calendar days during the 210-day period commencing on December 5, 2000
         (unless you are serving as a Local Union official during said period),
         your Stock Option shall automatically terminate on July 5, 2001.

5.       CONDITIONAL VESTING. Except as provided at paragraphs 3, 4, 6, 7 and 8
         of this Grant Agreement and at Sections 6(a), 7(c)(1) and (3), 7(d)(1),
         7(e) and 8 of the Plan, if you have been continuously an Employee since
         December 4, 2000:

         (i)      You will be vested in 50% of the shares of Common Stock
                  subject to the option granted by your Stock Option, if the
                  Stock Option is not terminated in accordance with Sections
                  6(a), 7(c)(1) or 7(c)(3) of the Plan and/or paragraph 4 of
                  this Grant Agreement, on (x) January 4, 2001 if you are an
                  Active Employee on January 4, 2001, OR (y) on July 5, 2001 if
                  you are not an Active Employee on January 4, 2001 and you are
                  an Active Employee for at least sixty (60) consecutive
                  calendar days during the 210-day period commencing December 5,
                  2000.

         (ii)     You will be vested in 25% of the shares of Common Stock
                  subject to the option granted by your Stock Option, if the
                  Stock Option has vested in accordance with Section 7 (c)(1)(i)
                  of the Plan and clause (i) of this paragraph 5, on (x) January
                  4, 2002 if you are

                                      16
<PAGE>   17

                  an Active Employee on January 4, 2002, OR (y) on July 5, 2002
                  if you are not an Active Employee on January 4, 2002 and you
                  are an Active Employee for at least thirty (30) consecutive
                  calendar days during the 180-day period commencing January 4,
                  2002.

         (iii)    You will be vested in an additional 25% of the shares of
                  Common Stock subject to the option granted by your Stock
                  Option, if this Stock Option has vested in accordance with
                  Section 7(c)(1)(i) of the Plan and clause (i) of this
                  paragraph 5, on (x) January 4, 2003 if you are an Active
                  Employee on January 4, 2003, or (y) on July 5, 2003 you are
                  not an Active Employee on January 4, 2002 and you are an
                  Active Employee for at least thirty (30) consecutive calendar
                  days during the 180-day period commencing January 4, 2003.


6.       CONDITIONS TO EXERCISE. (a) You must be, and must at all times on and
         after the Grant Date continuously have been, an Employee in order to
         exercise your Stock Option, except as provided at paragraph 7 of this
         Grant Agreement in the event of your Retirement or death.

         (b)      Subject to the conditions set forth at paragraphs 3, 4, 5,
                  6(a), 7 and 8 of this Grant Agreement and at Sections 6(a),
                  7(c)(1) and (3), 7(d)(1), 7(e) and 8 of the Plan, your Stock
                  Option shall be exercisable:

                  (i)      Beginning December 4, 2001 in respect of the 50% of
                           the shares of Common Stock subject to the option
                           granted by your Stock Option that are scheduled to
                           vest on or before July 5, 2001, if you have vested in
                           such shares on or before July 5, 2001 in accordance
                           with clause (i) of paragraph 5 of this Grant
                           Agreement and Section 7(c)(1)(i) of the Plan.

                  (ii)     Beginning December 4, 2002 in respect of the 25% of
                           the shares of Common Stock subject to the option
                           granted by your Stock Option that are scheduled to
                           vest on or before August 4, 2002, if you have vested
                           in such shares on or before August 4, 2002 in
                           accordance with clause (ii) of paragraph 5 of this
                           Grant Agreement and Section 7(c)(1)(ii) of the Plan.

                  (iii)    Beginning December 4, 2003 in respect of the 25% of
                           the shares of Common Stock subject to the option
                           granted by your Stock Option that are scheduled to
                           vest on or before August 4, 2003, if you have vested
                           in such shares on or before August 4, 2003 in
                           accordance with clause (iii) of paragraph 5 of this
                           Grant Agreement and Section 7(c)(1)(iii) of the Plan.

7.       EXERCISE FOLLOWING EMPLOYMENT. (a) Retirement. If your Stock Option has
         not been terminated pursuant to paragraph 4 of this Grant Agreement and
         you have been continuously an Employee from December 4, 2000 until your
         Retirement (as defined in the Plan), then you may, at any time and from
         time to time through December 4, 2010, exercise your Stock Option in
         respect of that number of shares that were vested under paragraph 5 of
         this Grant Agreement and Section 7(c)(1) of the Plan at the date of
         your Retirement.

         (b) Death. If your Stock Option has not been terminated pursuant to
paragraph 4 of this Grant Agreement and you were continuously an Employee from
December 4, 2000 through the date of your death or the date of your Retirement,
whichever first occurs, then, in the event of your death, your legal
representative may exercise your Stock Option in respect of that number of
shares of Common Stock that were vested under paragraph 5 of this Grant
Agreement and Section 7(c)(1) of the Plan at the date of your death, or, if
earlier, your Retirement, at any time up to three years after the date of your
death, but in no event after December 4, 2010. In the event of your death, your
Stock Option may be exercised by the person or persons to whom your rights in
your Stock Option passed by your will or according to the laws of descent and
distribution.

                                      17
<PAGE>   18

         (c) Other Termination of Employment. If you cease to be an Employee for
any other reason whatsoever, this Stock Option shall automatically terminate
when you cease to be an Employee. Nothing contained herein shall restrict the
right of the Company or any of its subsidiaries to terminate your employment at
any time, with or without cause.

8. TERM OF STOCK OPTION. Your Stock Option shall not in any event be exercisable
after December 4, 2010, and, to the extent not exercised, shall automatically
terminate at the close of business on that date.

9.       DELIVERY OF CERTIFICATES. Certificates for the shares of Common Stock
         purchased will be deliverable to you or your agent, duly accredited to
         the satisfaction of the Company, at such place acceptable to the
         Company as may be designated by you.

10.      STOCK OPTION NOT TRANSFERABLE. Your Stock Option is not transferable by
         you otherwise than by will or the laws of descent and distribution and
         is exercisable during your lifetime only by you.

11.      NO RIGHTS TO OTHERS; OHIO LAW GOVERNS. All rights conferred upon you
         under the provision of this Grant Agreement are personal and no
         assignee, transferee or other successor in interest shall acquire any
         rights or interests whatsoever under this Grant Agreement, which is
         made exclusively for the benefit of you and the Company. This agreement
         shall be governed by, and shall be construed and shall take effect in
         accordance with, the laws of the State of Ohio.

12.      NOTICES. Any notice to you under this Grant Agreement shall be
         sufficient if in writing and if delivered or mailed to you at the
         address on record with the Human Resources Division of the Company. Any
         notice to the Company under this agreement shall be sufficient if in
         writing and if delivered to the Global Labor Relations Department (No.
         103A) of the Company in Akron, Ohio, or mailed by registered mail
         directed to the Company for the attention of the Global Labor Relations
         Department (No. 103A) at 1144 East Market Street, Akron, Ohio
         44316-0001. Either you or the Company may, by written notice to the
         other, change its address for receipt of notice.

                                      18
<PAGE>   19


                                    ANNEX II
                                       TO
                       THE GOODYEAR TIRE & RUBBER COMPANY
                              STOCK OPTION PLAN FOR
            HOURLY BARGAINING UNIT EMPLOYEES AT DESIGNATED LOCATIONS
                             FORM OF GRANT AGREEMENT
                            (SEPTEMBER 3, 2001 GRANT)

                       THE GOODYEAR TIRE & RUBBER COMPANY

                          STOCK OPTION GRANT AGREEMENT

The Directors of The Goodyear Tire & Rubber Company (the "Company") adopted The
Goodyear Tire & Rubber Company Stock Option Plan for Hourly Bargaining Unit
Employees at Designated Locations (the "Plan") on and effective as of December
4, 2000. A copy of the Plan is attached. In accordance with the Plan, the
Company pursuant to this Stock Option Grant Agreement (this "Grant Agreement")
hereby grants to the Employee designated below an option to purchase shares of
the Common Stock, without par value, of the Company (the "Common Stock"), on the
terms and conditions specified in this Grant Agreement and in the Plan.

          Stock Option Granted To:

                              SSN:

                       Grant Date:               September 3, 2001

  Number of Shares of Common Stock
     covered by this Stock Option:

    Stock Option Exercise/Purchase
                             Price
                        Per Share:

      tock Option Expiration Date:               September 3, 2011

   Stock Option Exercise Schedule: 50% of the shares beginning September 3, 2002
                                   50% of the shares beginning September 3, 2003

This Stock Option is subject to termination prior to September 3, 2011 in
accordance with paragraphs 3, 4, 6 and/or 7 of this Grant Agreement. The
conditional vesting schedule is set forth at paragraph 5 of this Grant
Agreement. This Stock Option will also terminate if and to the extent that the
conditional vesting requirements specified in Section 7 of the Plan and in this
Grant Agreement are not satisfied.

This Stock Option is granted pursuant to, and is subject to the terms and
conditions of, this Grant Agreement and the Plan. Capitalized terms used herein
but not defined herein shall have the meanings given them in the Plan.

September 3, 2001                 The Goodyear Tire & Rubber Company

                                  By:


By my signature below, I hereby acknowledge receipt of this Stock Option, as
granted on September 3, 2001 and shown above, which has been issued to me under
the terms and conditions of the Plan and this Grant Agreement. I acknowledge
that I have read and understand the terms and conditions of the Plan and this
Grant Agreement. I further acknowledge, agree to and accept all of the terms and
conditions of the Plan and this Grant Agreement.

Signature:__________________________           Date:___________________

                                      19
<PAGE>   20

8.       THE STOCK OPTION. The non-qualified stock option for the number of
         shares of Common Stock indicated on the preceding page is granted to
         you (your "Stock Option") under, and is governed by the terms and
         conditions of, the Plan and this Grant Agreement. Your execution and
         return of the enclosed copy of page one of this Grant Agreement
         acknowledging receipt of your Stock Option constitutes your agreement
         to and acceptance of all terms and conditions of the Plan and this
         Grant Agreement. Your Stock Option may be exercised only in accordance
         with the Plan and at the times and to the extent, and is subject to all
         of the terms and conditions, set forth in this Grant Agreement and in
         the Plan, including any rule or regulation adopted by the Committee.

9.       METHOD OF EXERCISE. You may exercise the Stock Option granted to you
         pursuant to this Grant Agreement only through a cash payment in the
         amount of the full option exercise price of the shares being purchased;
         provided, that, if previously authorized and announced by the Company,
         you may submit documents designated by the Company, duly completed and
         executed, that will effect a simultaneous exercise of your Stock Option
         and sale of the shares of Common Stock to be acquired upon such
         exercise pursuant to a Company approved brokerage or similar
         arrangement, which documents shall authorize the use of the proceeds
         from such sale to pay the option exercise price, together with all
         withholding taxes, to the Company. Any exercise of your Stock Option
         shall be by written notice to the Company (or to such person and at
         such address as the Company shall designate to you in writing) stating
         the number of shares of Common Stock then to be purchased, accompanied
         with the payment or, if permitted by the Company, appropriate
         documentation, duly completed and signed, providing for the
         simultaneous exercise and sale of the shares of Common Stock then being
         acquired through an approved brokerage or similar arrangement and the
         payment of the option exercise price and withholding taxes to the
         Company. You will be required to meet the tax withholding obligations
         arising from any exercise of your Stock Option.

10.      CONTINUOUS EMPLOYMENT. As further consideration for your Stock Option,
         you must remain continuously an Employee of the Company or a Designated
         Subsidiary from September 3, 2001 through the dates your Stock Option
         becomes exercisable, as set forth on page one of this Grant Agreement,
         before you will be entitled to exercise the indicated portion (or any
         part thereof) of your Stock Option, subject to the provisions of
         paragraphs 4 and 6 of this Grant Agreement and of paragraph 7 of this
         Grant Agreement in the event of your Retirement or death.

11.      ACTIVE EMPLOYMENT REQUIREMENT. If you are not an Active Employee
         (defined as a full time Employee on the active payroll of the Company
         or a Designated Subsidiary) for a period of at least thirty (30)
         consecutive calendar days during the 180-day period commencing on
         September 4, 2001 and for a period of at least sixty (60) consecutive
         calendar days during the 210-day period commencing on September 4, 2001
         (unless you are serving as a Local Union official during said period),
         your Stock Option shall automatically terminate on April 4, 2002.

12.      CONDITIONAL VESTING. Except as provided at paragraphs 3, 4, 6 and 7 of
         this Grant Agreement and at Sections 6(a), 7(c)(2) and (3), 7(d)(2),
         7(e) and 8 of the Plan, if you have been continuously an Employee since
         September 3, 2001:

         (iv)     You will be vested in 50% of the shares of Common Stock
                  subject to the option granted by your Stock Option, if the
                  Stock Option is not terminated in accordance with Sections
                  6(a), 7(c)(2) or 7(c)(3) of the Plan and/or paragraph 4 of
                  this Grant Agreement, on (x) October 3, 2001 if you are an
                  Active Employee on October 3, 2001, OR (y) on April 4, 2002 if
                  you are not an Active Employee on October 3, 2001 and you are
                  an Active Employee for at least sixty (60) consecutive
                  calendar days during the 210-day period commencing September
                  4, 2001.

         (v)      You will be vested in 50% of the shares of Common Stock
                  subject to the option granted by your Stock Option, if the
                  Stock Option is vested in accordance with Section 7 (c)(2)(i)
                  of the Plan and clause (i) of this paragraph 5, on (x) October
                  3, 2002 if you are an Active Employee on October 3, 2002, OR
                  (y) on April 4, 2003 if you are not an

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                  Active Employee on October 3, 2002 and you are an Active
                  Employee for at least thirty (30) consecutive calendar days
                  during the 180-day period commencing October 4, 2002.


13.      CONDITIONS TO EXERCISE. (a) You must be, and must at all times on and
         after the Grant Date continuously have been, an Employee in order to
         exercise your Stock Option, except as provided at paragraph 7 of this
         Grant Agreement in the event of your Retirement or death.

         (c)      Subject to the conditions set forth at paragraphs 3, 4, 5,
                  6(a) and 7 of this Grant Agreement and at Sections 6(b),
                  7(c)(2) and (3), 7(d)(2), 7(e) and 8 of the Plan, your Stock
                  Option shall be exercisable:

                  (i)      Beginning September 3, 2002 in respect of the 50% of
                           the shares of Common Stock subject to the option
                           granted by your Stock Option that are scheduled to
                           vest on or before April 4, 2002, if you have vested
                           in such shares on or before April 4, 2002 in
                           accordance with clause (i) of paragraph 5 of this
                           Grant Agreement and Section 7(c)(2)(i) of the Plan.

                  (ii)     Beginning September 3, 2003 in respect of the 50% of
                           the shares of Common Stock subject to the option
                           granted by your Stock Option that are scheduled to
                           vest on or before April 4, 2003, if you have vested
                           in such shares on or before April 4, 2003 in
                           accordance with clause (ii) of paragraph 5 of this
                           Grant Agreement and Section 7(c)(2)(ii) of the Plan.

14.      EXERCISE FOLLOWING EMPLOYMENT. (a) Retirement. If your Stock Option has
         not been terminated pursuant to paragraph 4 of this Grant Agreement and
         you have been continuously an Employee from September 3, 2001 until
         your Retirement (as defined in the Plan), then you may, at any time and
         from time to time through September 3, 2011, exercise your Stock Option
         in respect of that number of shares that were vested under paragraph 5
         of this Grant Agreement and Section 7(c)(2) of the Plan at the date of
         your Retirement.

         (b) Death. If your Stock Option has not been terminated pursuant to
paragraph 4 of this Grant Agreement and you were continuously an Employee from
September 3, 2001 through the date of your death or the date of your Retirement,
whichever first occurs, then, in the event of your death, your legal
representative may exercise your Stock Option in respect of that number of
shares of Common Stock that were vested under paragraph 5 of this Grant
Agreement and Section 7(c)(2) of the Plan at the date of your death, or, if
earlier, your Retirement, at any time up to three years after the date of your
death, but in no event after September 3, 2011. In the event of your death, your
Stock Option may be exercised by the person or persons to whom your rights in
your Stock Option passed by your will or according to the laws of descent and
distribution.

         (c) Other Termination of Employment. If you cease to be an Employee for
any other reason whatsoever, this Stock Option shall automatically terminate
when you cease to be an Employee. Nothing contained herein shall restrict the
right of the Company or any of its subsidiaries to terminate your employment at
any time, with or without cause.

8.       TERM OF STOCK OPTION. Your Stock Option shall not in any event be
         exercisable after September 3, 2011, and, to the extent not exercised,
         shall automatically terminate at the close of business on that date.

9.       DELIVERY OF CERTIFICATES. Certificates for the shares of Common Stock
         purchased will be deliverable to you or your agent, duly accredited to
         the satisfaction of the Company, at such place acceptable to the
         Company as may be designated by you.

10.      STOCK OPTION NOT TRANSFERABLE. Your Stock Option is not transferable by
         you otherwise than by will or the laws of descent and distribution and
         is exercisable during your lifetime only by you.

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<PAGE>   22

11.      NO RIGHTS TO OTHERS; OHIO LAW GOVERNS. All rights conferred upon you
         under the provision of this Grant Agreement are personal and no
         assignee, transferee or other successor in interest shall acquire any
         rights or interests whatsoever under this Grant Agreement, which is
         made exclusively for the benefit of you and the Company. This agreement
         shall be governed by, and shall be construed and shall take effect in
         accordance with, the laws of the State of Ohio.

12.      NOTICES. Any notice to you under this Grant Agreement shall be
         sufficient if in writing and if delivered or mailed to you at the
         address on record with the Human Resources Division of the Company. Any
         notice to the Company under this agreement shall be sufficient if in
         writing and if delivered to the Global Labor Relations Department (No.
         103A) of the Company in Akron, Ohio, or mailed by registered mail
         directed to the Company for the attention of the Global Labor Relations
         Department (No. 103A) at 1144 East Market Street, Akron, Ohio
         44316-0001. Either you or the Company may, by written notice to the
         other, change its address for receipt of notice.

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