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                                                                    EXHIBIT 10.2



                               AMENDMENT NO. 1 TO

                               UMBRELLA AGREEMENT



This Amendment No. 1 to the Umbrella Agreement dated as of June 14, 1999
("Umbrella Agreement") is dated as of January 1, 2003 ("AMENDMENT NO. 1") 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 desire to delete the time periods to attain certain
brand market shares and extend the period for suspension of exit rights.

NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

1.      TIME PERIODS TO ATTAIN 6% OF MARKET FOR GOODYEAR BRANDS ARE DELETED

The parties hereby delete entirely Article 17.01(i) from the Umbrella Agreement.

2.      ADDITIONAL PERIOD OF SUSPENSION OF EXIT RIGHTS

        The parties hereby lengthen the five year suspension period under
Article 17.02 of the Umbrella Agreement to ten years and restate such Article as
follows:

               17.02 Suspension of Exit Rights. Notwithstanding any other
               provision of this Agreement, neither SRI nor Goodyear will
               exercise any Global Exit Right or Regional Exit Right pursuant to
               paragraph (d) through and including (h) of Article 17.01 prior to
               the tenth anniversary of the Closing; provided that following
               such tenth anniversary SRI and Goodyear may exercise any Global
               Exit Right or Regional Exit Right that may have accrued during
               the preceding ten years but which such Party was restricted from
               exercising as a result of this Article 17.02, as amended.

3.      GENERAL

        3.1    The parties hereby amend the Umbrella Agreement to give effect to
               the provisions of this Amendment No. 1 but in all other respects
               the other


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               terms and conditions of the Umbrella Agreement shall continue
               without change.

        3.2    The parties hereby acknowledge that expressions used in this
               Amendment No. 1 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. 1 to the Umbrella Agreement to be duly executed as of the day and year first
above written in this Amendment No. 1.

                                    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
                                    Title:  Assistant Secretary



                                    SUMITOMO RUBBER INDUSTRIES, LTD.


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





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