farm implements

EXHIBIT 10.1

				February 12, 2008
Sumitomo Rubber Industries, Ltd.
6-9, 3-chome
Wakinohama-cho, Chuo-ku
Kobe ###-###-####
Japan

Re:     Matters relating to Indemnification under Alliance Agreements, including without limitation, the Umbrella Agreement dated as of June 14, 1999 by and between The Goodyear Tire & Rubber Company (“Goodyear”) and Sumitomo Rubber Industries, Ltd. (“SRI”) and this Amendment No. 4 to the Umbrella Agreement

Gentlemen:

     Various of the undersigned parties to indemnification rights have been discussing a resolution relating to unresolved past, present and future claims for certain matters and representations and warranties for indemnification under the Alliance Agreements. To conclude these discussions, Goodyear and SRI hereby agree to adopt this writing as Amendment No. 4 to the Umbrella Agreement in consideration of the mutual discharge and release set forth herein.

     By this writing as of the date hereof, all of the undersigned hereby waive, release, discharge and/or relinquish any and all rights and claims arising in any way out of any matter that would give rise to rights of indemnification under Article XV of the Umbrella Agreement as set forth therein and/or as such Article XV is incorporated into any of the other Alliance Agreements to the extent such rights would be based either

	(i)		upon matters stated in Schedules 15.02(c)(i) and (ii) of the Umbrella Agreement or
	(ii)		upon any breach of any representation or warranty referenced in such Article XV,

except that the following matters shall continue to qualify for indemnification as provided under the Umbrella Agreement and/or the other Alliance Agreements:

For Goodyear, under Article 15.02(c)(i), item (1)(a), Montluçon Landfill — contamination, as stated on Schedule 15.02(c)(i); and

For SRI, under Article 15.02(c)(ii), item 2, US$5,850,661 claim by former employees of Goodyear’s Salonica factory in relation to termination of their employment, as stated on Schedule 15.02(c)(ii).

Sumitomo Rubber Industries, Ltd.
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     For the avoidance of doubt, the undersigned intend the foregoing to be effective as a bar to, and to be the sole, exclusive, final and definitive resolution of, any and all rights and claims arising from the matters described above, irrespective of the legal theory upon which such rights or claims are based, including without limitation, any claim, whether known or unknown, based on contract, fraud, misrepresentation, fiduciary duty, tort or otherwise, including without limitation, rights and claims based on the foregoing by any of the JVCs or any of their shareholders or Affiliates. Except as set forth herein, this writing is not intended to affect the separate rights of the undersigned, such as their rights and responsibilities for product liability/completed operations claims attributable to pre-Closing (September 1, 1999) events (See Articles 18.2 and 18.3 of the Joint Venture Agreement for Europe, Article 14.3 of the Joint Venture Agreement for North America, Article 14.2 of the Replacement Sales Asset Purchase Agreement, Article 10.1.2 of the Joint Venture Agreement for the Japan Replacement Joint Venture and Article 10.1.2 of the Joint Venture Agreement for the Japan OE Joint Venture) or similar rights and responsibilities arising out of events occurring on or after the Closing date (September 1, 1999).

     The undersigned agree to the foregoing and also agree that the Umbrella Agreement, and to the extent necessary to carry out the foregoing, any of the other Alliance Agreements, shall be amended hereby to give effect to the foregoing, but in all other respects the other terms and conditions of the Alliance Agreements shall continue without change. All expressions used in this document shall have the same meanings as are ascribed to them in the Umbrella Agreement and the other Alliance Agreements unless otherwise defined herein. The provisions of Article XVIII of the Umbrella Agreement are hereby incorporated into and made a part of this writing by this reference, and this document shall be governed as if it is one of the agreements governed by such provisions of Article XVIII. The undersigned acknowledge by their signatures that they have had the opportunity to review the foregoing with their counsel and understand its provisions.

     If you are in agreement with the foregoing, please so indicate by signing this document and the accompanying duplicate copies, one copy of which is for your files.

Sincerely,

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

Sumitomo Rubber Industries, Ltd.
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Accepted and agreed to by all the undersigned
as of the date first above written:

SUMITOMO RUBBER INDUSTRIES, LTD.,
for itself and as successor by merger for
DUNLOP JAPAN LIMITED

By:		/s/ Takaki Nakano
		Takaki Nakano      Director and Senior Executive Officer
Attest:		/s/ Makoto Teshima
		Makoto Teshima General Manager, Legal Department
GOODYEAR, S.A.,
a French corporation
By:		/s/ Philippe Degeer
		Philippe Degeer      Chairman of the Board
GOODYEAR, S.A.,
a Luxembourg corporation
By:		/s/ Arthur de Bok
		Arthur de Bok      President of the Board of Directors
By:		/s/ Hermann Lange
		Hermann Lange      Finance Director

Sumitomo Rubber Industries, Ltd.
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GOODYEAR CANADA INC.
By:		/s/ J. S. Coulter
		J. S. Coulter       President
By:		/s/ R. M. Hunter
		R. M. Hunter      Assistant Secretary
GOODYEAR WINGFOOT LIMITED (formerly called Nippon Goodyear Kabushiki Kaisha)
By:		/s/ Tadashi Yokoyama
		Tadashi Yokoyama      Representative Director
SRI USA, INC.
By:		/s/ Yasuyuki Sasaki
		Yasuyuki Sasaki      Treasurer
GOODYEAR DUNLOP TIRES EUROPE B.V.
By:		/s/ Arthur de Bok
		Arthur de Bok      President of the Board of Directors
By:		/s/ Dominique Golsong
		Dominique Golsong      Director A

Sumitomo Rubber Industries, Ltd.
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GOODYEAR DUNLOP TIRES NORTH AMERICA, LTD.
By:		/s/ Joseph Copeland
		Joseph Copeland      Chairman and President
Attest:		/s/ Michael R. Rickman
		Michael R. Rickman      Secretary
GOODYEAR JAPAN LIMITED (formerly called Fukada Production Centre Limited)
By:		/s/ Katsuhiko Nakagawa
		Katsuhiko Nakagawa      Representative Director
DUNLOP GOODYEAR TIRES LTD.
By:		/s/ Yoshinori Yamada
		Yoshinori Yamada      Representative Director