EX-24.1 4 l39892exv24w1.htm EX-24.1 exv24w1
Exhibit 24.1
POWER OF ATTORNEY
     KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and officers of Cooper Tire & Rubber Company, a Delaware corporation (the “Company”), hereby constitutes and appoints Roy V. Armes, Bradley E. Hughes, James E. Kline and Jack Jay McCracken, and each of them, as the true and lawful attorney-in-fact or attorneys-in-fact, with full power of substitution and resubstitution, for each of the undersigned and in the name, place and stead of each of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act of 1933 (the “Securities Act”) one or more registration statement(s) on Form S-8 (the “Registration Statement”) relating to the registration of 4,968,798 shares of the common stock of the Company, to be sold and distributed by the Company pursuant to the Company’s 2010 Incentive Compensation Plan, and such other number of shares as may be issued under any anti-dilution provision of the Plan, with any and all amendments, supplements and exhibits thereto, including post-effective amendments or supplements, or any other document with any state securities commission or other regulatory authority with respect to the securities covered by the Registration Statement, with full power and authority to do and perform any and all acts and things whatsoever required, necessary or desirable to be done in the premises, hereby ratifying and approving the act of said attorneys and any of them and any such substitute.
     This Power of Attorney may be executed in multiple counterparts, each of which shall be deemed an original with respect to the person executing it.
     Executed as of this first day of June, 2010.
             
/s/ Roy V. Armes
      /s/ Bradley E. Hughes    
 
Roy V. Armes
     
 
Bradley E. Hughes
   
Chairman of the Board, President, Chief Executive Officer and Director (Principal Executive Officer)
      Vice President and Chief Financial Officer (Principal Financial Officer)    
 
           
/s/ Robert W. Huber
      /s/ Laurie J. Breininger    
 
Robert W. Huber
     
 
Laurie J. Breininger
   
Director of External Reporting (Principal Accounting Officer)
      Director    
 
           
/s/ Thomas P. Capo
      /s/ Steven M. Chapman    
 
Thomas P. Capo
     
 
Steven M. Chapman
   
Director
      Director    
 
           
/s/ John J. Holland
      /s/ John F. Meier    
 
John J. Holland
     
 
John F. Meier
   
Director
      Director    
 
           
/s/ John H. Shuey
      /s/ Richard L. Wambold    
 
John H. Shuey
     
 
Richard L. Wambold
   
Director
      Director    
 
           
/s/ Robert D. Welding
           
 
Robert D. Welding
           
Director