PART I



                       THE GOODYEAR TIRE & RUBBER COMPANY



                                 GRANT AGREEMENT

                       PERFORMANCE EQUITY PLAN UNIT GRANT





[Name]

[Title_1]

[Title_2]





Dear [Nickname]:



     The 1997 Performance Incentive Plan of The Goodyear Tire & Rubber Company

(the "Company") was adopted effective April 14, 1997 (the "Plan"). A copy of the

Plan is attached. At the December 5, 2000 meeting of the Compensation Committee

of the Board of Directors, you were awarded a Performance Equity Plan Unit Grant

(each Unit equivalent in value to one share of Common Stock of the Company) as

follows:



           Date of Grant                           December 5, 2000

           Number of Units Granted

           Performance Period                      1-1-01 through 12-31-01



     The number of Performance Equity Plan Units specified above (the "Units")

which you will earn at the end of the one-year Performance Period specified

above (the "Performance Period") will be determined by and contingent upon the

extent to which Performance Goals are achieved. The number of Units actually

earned may be adjusted between 0 and 150% of the number of Units stated above,

depending on the level of achievement of Performance Goals. Payment of the Units

earned will be made as provided under the General Terms and Conditions. The

Performance Measure, Performance Goals and Distribution Schedule for the

Performance Period for your Performance Equity Plan Unit Grant are described at

Annex A.





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

The Goodyear Tire & Rubber Company

        December 5, 2000





Grant Agreement received and agreed to:





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

          Grantee                                                Date









                                    X-10-3-1

{PAGE}   2







                                 GRANT AGREEMENT

                                   (Continued)



GENERAL TERMS AND CONDITIONS



     1. The Performance Equity Plan Unit Grant for the number of Units specified

above is granted to you under, and governed by the terms and conditions of, the

Plan and this Grant Agreement. Your execution and return of the enclosed copy of

this Grant Agreement constitutes your agreement to, and acceptance of, all terms

and conditions of the Plan and this Grant Agreement. You also agree that you

have read and understand the provisions of the Plan, this Grant Agreement and

Annex A.



     2. All rights conferred upon you under the provisions of this Grant

Agreement are personal to you 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

except by will or the laws of descent and distribution.



     3. As further consideration for the Units granted to you hereunder, you

must remain in the continuous employ of the Company or one or more of its

subsidiaries until December 31, 2001, the end of the Performance Period. Any

Units earned will be prorated in the event of your death, Retirement (defined as

termination of employment at any age after 30 or more years, or at age 55 or

older with at least 10 years of continuous service with the Company and its

subsidiaries) or Disability (defined as termination of employment while

receiving benefits under a long-term disability income plan maintained by the

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