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                                                                    EXHIBIT 10.1



                               AMENDMENT NO. 2 TO
                               UMBRELLA AGREEMENT



This Amendment No. 2 to the Umbrella Agreement dated as of June 14, 1999
("UMBRELLA AGREEMENT") is dated as of April 7, 2003 ("AMENDMENT NO. 2") and is
by and between The Goodyear Tire & Rubber Company, a company organized and
existing under the laws of the State of Ohio of the United States of America
("GOODYEAR") and Sumitomo Rubber Industries, Ltd., a company organized and
existing under the laws of Japan ("SRI").

WITNESSETH:

         WHEREAS, the parties have agreed that notwithstanding the provisions of
Article 10.02 of the Umbrella Agreement, Goodyear shall be permitted to sell
some or all of its shares of Common Stock in SRI on the terms hereinafter
mentioned.

         WHEREAS, the parties have agreed that, notwithstanding such provisions,
Goodyear shall be permitted, following any such sale, to purchase shares of
Common Stock in SRI.

         WHEREAS, the parties have agreed to make a number of consequential
amendments to the Umbrella Agreement to allow such sales and purchases of shares
of Common Stock in SRI by Goodyear, and to govern their relationship following
any such sales.

NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

1.       AMENDMENT OF MAINTENANCE OF CROSS INVESTMENTS

1.1      The parties hereby amend Article 10.02 of the Umbrella Agreement so as
         to delete the existing Article 10.02(a) in its entirety and to restate
         such Article as follows:

         "10.02 Maintenance of Cross Investments. (a) Subject to the provisions
         of clauses (a)(i) to (a)(vii) and paragraphs (b) and (c) of this
         Article 10.02 and so long as no Global Exit shall have occurred,
         Goodyear shall not purchase, sell, or dispose of or otherwise transfer
         (whether for cash or other consideration) its interest (including any
         beneficial interest as defined under the 1934 Act), in any shares of
         SRI Common Stock or other voting securities of SRI without the prior
         written consent of SRI and SRI shall not purchase, sell, or dispose of
         or otherwise transfer (whether for cash or other consideration) its
         interest in any shares of Goodyear Common Stock or




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         other voting securities of Goodyear without the prior written consent
         of Goodyear; provided that:

         (i)      Goodyear may agree to sell, in one or more transactions or
                  instalments, its interest (including any beneficial interest
                  as defined under the 1934 Act), in any shares of SRI Common
                  Stock provided that any such sales are completed between 31
                  March 2003 and 30 June 2003 (inclusive);

         (ii)     following any sale by Goodyear of any interest in any shares
                  of SRI Common Stock pursuant to clause (a)(i) above, Goodyear
                  may in the period up to and including 30 June 2008 purchase
                  (by such method as may be agreed between the parties from time
                  to time), in one or more transactions or instalments, such
                  number of shares of SRI Common Stock as is necessary to
                  restore Goodyear's percentage interest in SRI's total issued
                  and outstanding shares of Common Stock (from time to time)
                  from the percentage interest following such sale or sales (the
                  "POST-SALE PERCENTAGE") to ten percent (10%) (the "ORIGINAL
                  PERCENTAGE");

         (iii)    if, by purchases made pursuant to clause (a)(ii) above,
                  Goodyear restores its percentage interest in SRI's total
                  issued and outstanding shares of Common Stock to the Original
                  Percentage, Goodyear may from time to time thereafter purchase
                  such shares of SRI's Common Stock as is necessary to maintain
                  Goodyear's percentage interest in SRI's total issued and
                  outstanding shares of Common Stock at the Original Percentage.
                  If Goodyear makes a purchase pursuant to this clause (a)(iii)
                  it shall promptly give written notice thereof to SRI;

         (iv)     notwithstanding any restriction imposed by the confidentiality
                  agreement between Goodyear and SRI dated 19 January 2003 (the
                  "CONFIDENTIALITY AGREEMENT"), following any sale by Goodyear
                  of any interest in any shares of SRI Common Stock pursuant to
                  clause (a)(i) above, upon 14 calendar days prior written
                  notice, SRI may (subject to clause (a)(v) below) sell its
                  interest (including any beneficial interest as defined under
                  the 1934 Act), in one or more transactions or installments, in
                  any shares of Goodyear Common Stock until the earlier of 30
                  June 2008 or such date as Goodyear restores its percentage
                  interest in SRI's total issued and outstanding shares of
                  Common Stock to the Original Percentage. If SRI makes a sale
                  pursuant to this clause (a)(iv) it shall promptly give written
                  notice thereof to Goodyear;

         (v)      SRI may only sell its interest in shares of Goodyear Common
                  Stock pursuant to clause (a)(iv) above to the extent such
                  interest to be sold does not reduce SRI's percentage interest
                  in Goodyear's total issued and outstanding shares of



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                  Common Stock as existed immediately following conversion of
                  the Goodyear Note by more than the fraction given by the
                  following calculation:

                          10 minus Post Sale Percentage
                                        /
                                       10

         (vi)     notwithstanding any restriction imposed by the Confidentiality
                  Agreement, following any sale by SRI of any interest in any
                  shares of Goodyear Common Stock pursuant to clause (a)(iv)
                  above, SRI may in the period up to and including 30 June 2008
                  purchase (by such method as may be agreed between the parties
                  from time to time), in one or more transactions or
                  instalments, such number of shares of Goodyear Common Stock as
                  is necessary to restore SRI's percentage interest in
                  Goodyear's total issued and outstanding shares of Common Stock
                  (from time to time) to the same percentage interest as existed
                  immediately following conversion of the Goodyear Note. If, by
                  purchases made pursuant to clause (a)(ii) above, Goodyear
                  restores its percentage interest in SRI's total issued and
                  outstanding shares of Common Stock to the Original Percentage
                  on a date before 30 June 2008, SRI will endeavour to restore
                  its percentage interest in Goodyear's total issued and
                  outstanding shares of Common Stock (from time to time) to the
                  same percentage interest as existed immediately following
                  conversion of the Goodyear Note as soon as reasonably
                  practicable after such date; and

         (vii)    notwithstanding any restriction imposed by the Confidentiality
                  Agreement, SRI may from time to time purchase such shares of
                  Goodyear's Common Stock as is necessary to maintain SRI's
                  percentage interest in Goodyear's total issued and outstanding
                  shares of Common Stock as existed immediately following the
                  conversion of the Goodyear Note. If SRI makes a purchase
                  pursuant to this clause (a)(vii) it shall promptly give
                  written notice thereof to Goodyear."

1.2      The parties hereby amend Article 10.02 of the Umbrella Agreement so as
         to delete Article 10.02(c) in its entirety and to restate such Article
         as follows:

"(c)     In the event SRI issues additional shares of its Common Stock and if,
         as a result of such issuance, Goodyear's percentage interest in SRI
         Common Stock is reduced, Goodyear shall be entitled to purchase, on the
         open market or in negotiated private transactions, such additional
         shares as shall allow it to obtain such number of shares of SRI Common
         Stock as would increase its percentage shareholding in SRI to the
         Original Percentage. SRI shall furnish to Goodyear (i) within 45 days
         of the close of





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         each calendar quarter, notice of the total number of issued and
         outstanding shares of SRI Common Stock and (ii) promptly following
         recommendation by the SRI Board of Directors of a date on which a
         dividend on SRI Common Stock will be paid, but not later than fourteen
         (14) days preceding such dividend payment date, notice of such dividend
         payment date and of the total number of shares of SRI Common Stock (x)
         issued and outstanding on the date of such recommendation and (y),
         unless prohibited by law, projected to be issued and outstanding on the
         forthcoming dividend payment date. In the event that Goodyear notifies
         SRI that Goodyear is unable to purchase on the open market or in
         negotiated private transactions, such additional shares as shall allow
         it to maintain its shareholding at the Original Percentage, then SRI
         shall, to the extent permitted by applicable law, at SRI's election,
         either:

         (i)      issue to Goodyear at the then current market price such
                  additional shares as shall allow Goodyear to maintain its
                  shareholding at the Original Percentage; or

         (ii)     use its best efforts (but without the incurrence of
                  unreasonable cost or liability) to arrange for Goodyear to
                  purchase at the then current market price from a third party
                  such additional shares as shall allow Goodyear to maintain its
                  shareholding at the Original Percentage; or

         (iii)    use its best efforts (but without the incurrence of
                  unreasonable cost or liability) to take such other measures,
                  as shall allow Goodyear to maintain its shareholding at the
                  Original Percentage.

         In addition, SRI shall promptly (and in any event within five working
         days) upon a request from Goodyear, furnish Goodyear with the total
         number of issued and outstanding shares of SRI Common Stock on the date
         of such request.

         The foregoing provisions of this Article 10.02(c) shall only apply:

         (A)      before the date of the first sale (if any) by Goodyear of any
                  interest in any shares of SRI Common Stock pursuant to clause
                  (a)(i) above; and

         (B)      after such time (being no later than 30 June 2008) as
                  Goodyear's percentage interest in any shares of SRI Common
                  Stock (from time to time) is restored to the Original
                  Percentage pursuant to purchases made in accordance with
                  clause (a)(ii) above."




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2.       AMENDMENT TO GOODYEAR'S RIGHT TO NOMINATE SRI DIRECTOR

2.1      The parties hereby amend Article 10.03 of the Umbrella Agreement so as
         to add, at the end of Article 10.03(a), the following:

         "If the Alliance is terminated at any time pursuant to a Global Exit
         Right, Goodyear shall procure that the director appointed pursuant to
         this Article 10.03(a) shall resign from the SRI Board of Directors
         (without compensation)."

2.2      The parties hereby amend Article 10.03 of the Umbrella Agreement so as
         to delete Article 10.03(d) in its entirety and to restate such Article
         as follows:

"(d)     Following any sale by Goodyear of any interest in any shares of SRI
         Common Stock pursuant to clause (a)(i) of Article 10.02 (as a
         consequence of which Goodyear will own less than ten percent (10%) of
         the total issued and outstanding shares of SRI Common Stock), SRI may,
         until the earlier of 30 June 2008 and such time as Goodyear restores
         its shareholding to ten percent (10%) of the total issued and
         outstanding shares of SRI Common Stock (from time to time), at its sole
         discretion, invite a Goodyear executive (or another person reasonably
         satisfactory to SRI) as Goodyear may nominate to stand for election to
         its Board of Directors (and SRI shall use its reasonable efforts (but
         without the incurrence of unreasonable cost or liability) to ensure
         such person will be elected to its Board of Directors (or any successor
         governing board)). Following such person's appointment to the Board of
         Directors paragraphs (b) and (c) of this Article 10.03 shall apply in
         relation to such director.

         If, at any time on or before 30 June 2008, Goodyear restores its
         shareholding to ten percent (10%) of the total issued and outstanding
         shares of SRI Common Stock (from time to time), this Article 10.03(d)
         shall cease to have effect and the director appointed pursuant to this
         Article 10.03(d) shall be deemed to have been appointed pursuant to
         Article 10.03(a), which shall continue to apply thereafter.

         If, by 30 June 2008, Goodyear has not restored its shareholding to ten
         percent (10%) of the total issued and outstanding shares of SRI Common
         Stock (from time to time), or, if the Alliance is terminated at any
         time pursuant to a Global Exit Right, Goodyear shall procure that the
         director appointed pursuant to this Article 10.03(d) shall resign from
         the SRI Board of Directors (without compensation) and Article 10.03(a)
         shall cease to apply."

2.3      The parties hereby amend Article 10.03 of the Umbrella Agreement so as
         to add, at the end of Article 10.03(e), the following:

         "The foregoing provisions of this Article 10.03(e) shall not apply from
         the date of the first sale (if any) by Goodyear of any interest in any
         shares of SRI Common Stock pursuant to clause (a)(i) of Article 10.02
         until such time (if any) as Goodyear's





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         percentage interest in any shares of SRI Common Stock (from time to
         time) is restored to the Original Percentage pursuant to purchases made
         in accordance with clause (a)(ii) of Article 10.02."

3.       GENERAL

3.1      The parties hereby amend the Umbrella Agreement to give effect to the
         provisions of this Amendment No. 2 but in all other respects the other
         terms and conditions of the Umbrella Agreement shall continue without
         change.

3.2      The parties hereby acknowledge that expressions used in this Amendment
         No. 2 will have the same meanings as are ascribed thereto in the
         Umbrella Agreement unless otherwise specifically defined herein.


         IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2
to the Umbrella Agreement to be duly executed as of the day and year first above
written in this Amendment No. 2.

                                   THE GOODYEAR TIRE & RUBBER COMPANY

                                   By:               /s/ Clark E. Sprang
                                       -----------------------------------------
                                            Clark E. Sprang
                                   Title:   Senior Vice President
                                            Business Development and Integration

                                   Attest:           /s/ Anthony E. Miller
                                           -------------------------------------
                                            Anthony E. Miller
                                            Assistant Secretary


                                   SUMITOMO RUBBER INDUSTRIES, LTD.

                                   By:               /s/ Ryochi Sawada
                                       -----------------------------------------
                                            Ryochi Sawada
                                   Title:   Representative Director and
                                            Executive Director

                                   Attest:           /s/ Makoto Teshima
                                           -------------------------------------
                                            Makoto Teshima
                                            General Manager
                                            Legal Department


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