10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2002

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES AND EXCHANGE ACT OF 1934

Commission File No. 1-4329

COOPER TIRE & RUBBER COMPANY

(Exact name of registrant as specified in its charter)

DELAWARE	34-4297750
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

701 Lima Avenue, Findlay, Ohio 45840
(Address of principal executive offices)
(Zip code)

(419) 423-1321
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days.

Yes x  No o

Number of shares of common stock of registrant outstanding
at October 31, 2002: 73,551,858

TABLE OF CONTENTS

Part I. FINANCIAL INFORMATION
	Item 1. FINANCIAL STATEMENTS
		CONDENSED CONSOLIDATED BALANCE SHEETS
		CONSOLIDATED STATEMENTS OF INCOME
		CONSOLIDATED STATEMENTS OF INCOME
		CONSOLIDATED STATEMENTS OF CASH FLOWS
		NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
	Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
	Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
	Item 4. CONTROLS AND PROCEDURES
Part II. OTHER INFORMATION
	Item 1. LEGAL PROCEEDINGS.
	Item 6 (a.) EXHIBITS
	Item 6 (b.) REPORTS ON FORM 8-K
SIGNATURES
CERTIFICATION
CERTIFICATION
EX-10.I Amend. 6 to Amend & Restated Credit Agrmt
EX-10.II Employment Agreement
EX-99 Certificate

Part I. FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

COOPER TIRE & RUBBER COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS

				December 31,			September 30,
				2001			2002
				(Note 1)			(Unaudited)
ASSETS
Current assets:
	Cash and cash equivalents			$	71,835		$	180,129
	Accounts receivable, less allowances of $13,159 in 2001 and $16,290 in 2002				497,180			519,507
	Inventories at lower of cost (last-in,first-out) or market:
		Finished goods			207,484			203,083
		Work in process			32,838			34,337
		Raw materials and supplies			66,156			61,675
					306,478			299,095
	Prepaid expenses, deferred income taxes and assets held for sale				76,604			59,958
			Total current assets		952,097			1,058,689
Property, plant and equipment — net					1,206,074			1,173,291
Goodwill, net of accumulated amortization of $33,199 in 2001 and 2002					427,895			427,895
Intangibles, net of accumulated amortization of $14,698 in 2001 and $17,289 in 2002, and other assets					178,184			179,869
				$	2,764,250		$	2,839,744
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
	Notes payable			$	15,875		$	17,323
	Accounts payable				191,802			209,153
	Accrued liabilities				222,503			257,149
	Income taxes				564			256
	Current portion of long-term debt				217,161			128,942
			Total current liabilities		647,905			612,823
Long-term debt					882,134			899,164
Postretirement benefits other than pensions					197,757			207,233
Other long-term liabilities					106,202			110,728
Deferred income taxes					20,012			20,179
Stockholders’ equity:
	Preferred stock, $1 par value; 5,000,000 shares authorized; none issued				—			—
	Common stock, $1 par value; 300,000,000 shares authorized; 83,903,845 shares issued in 2001 and 84,855,758 shares issued in 2002				83,904			84,856
	Capital in excess of par value				4,658			18,909
	Retained earnings				1,103,080			1,168,343
	Cumulative other comprehensive loss				(84,390	)		(85,479	)
					1,107,252			1,186,629
	Less: 11,303,900 common shares in treasury at cost				(197,012	)		(197,012	)
	Total stockholders’ equity				910,240			989,617
				$	2,764,250		$	2,839,744

See accompanying notes.

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COOPER TIRE & RUBBER COMPANY

CONSOLIDATED STATEMENTS OF INCOME
THREE MONTHS ENDED SEPTEMBER 30, 2001 AND 2002
(UNAUDITED)
(Dollar amounts in thousands except per-share amounts)

			2001			2002
Net sales			$	791,458		$	839,277
Cost of products sold				680,752			729,500
Gross profit				110,706			109,777
Class action costs				60,855			—
Restructuring				2,747			1,915
Amortization of goodwill				3,875			—
Selling, general and administrative				51,866			53,096
Operating profit (loss)				(8,637	)		54,766
Interest expense				22,349			18,718
Other — net				370			(873	)
Income (loss) before income taxes				(31,356	)		36,921
Provision (credit) for income taxes				(11,844	)		13,661
Net income (loss)				(19,512	)		23,260
Other comprehensive gain (loss):
	Currency translation adjustment			(413	)		(7,113	)
	Unrealized net gains on derivative instruments			264			2,612
Comprehensive income (loss)			$	(19,661	)	$	18,759
Basic earnings (loss) per share			$	(0.27	)	$	0.32
Diluted earnings (loss) per share			$	(0.27	)	$	0.31
Weighted average number of shares outstanding (000’s):
		Basic		72,565			73,534
		Diluted		72,565			74,354
Dividends per share			$	0.105		$	0.105

See accompanying notes.

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COOPER TIRE & RUBBER COMPANY

CONSOLIDATED STATEMENTS OF INCOME

NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2002
(UNAUDITED)
(Dollar amounts in thousands except per-share amounts)

			2001			2002
Net sales			$	2,378,112		$	2,488,329
Cost of products sold				2,049,919			2,116,486
Gross profit				328,193			371,843
Class action costs				71,637			—
Restructuring				5,819			2,882
Amortization of goodwill				11,706			—
Selling, general and administrative				173,731			174,031
Operating profit				65,300			194,930
Interest expense				69,003			57,289
Other — net				(7,412	)		(2,597	)
Income before income taxes				3,709			140,238
Provision for income taxes				1,235			51,888
Net income				2,474			88,350
Other comprehensive gain (loss):
	Currency translation adjustment			(17,433	)		116
	Unrealized net gains (losses) on derivative instruments			458			(1,205	)
Comprehensive income (loss)			$	(14,501	)	$	87,261
Basic earnings per share			$	0.03		$	1.21
Diluted earnings per share			$	0.03		$	1.19
Weighted average number of shares outstanding (000’s):
		Basic		72,551			73,251
		Diluted		72,602			74,128
Dividends per share			$	0.315		$	0.315

See accompanying notes.

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COOPER TIRE & RUBBER COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2002
(UNAUDITED)
(Dollar amounts in thousands)

				2001			2002
Operating activities:
	Net income			$	2,474		$	88,350
	Adjustments to reconcile net income to net cash provided by operating activities:
		Depreciation			126,656			129,598
		Class action settlement agreement			54,623			—
		Amortization of goodwill and other intangibles			15,536			3,496
		Deferred income taxes			338			1,285
	Changes in operating assets and liabilities:
		Accounts receivable			(13,093	)		(21,785	)
		Inventories			(28,754	)		9,955
		Prepaid expenses			(18,624	)		16,818
		Accounts payable			21,440			16,351
		Accrued liabilities			17,578			45,631
		Other liabilities			(27,710	)		(694	)
			Net cash provided by operating activities		150,464			289,005
Investing activities:
	Property, plant and equipment				(106,073	)		(93,480	)
	Acquisition of businesses				(7,239	)		(721	)
	Proceeds from the sale of assets				8,696			9,344
			Net cash used in investing activities		(104,616	)		(84,857	)
Financing activities:
	Issuance of debt				180,686			21,445
	Payment on debt				(228,952	)		(104,560	)
	Payment of dividends				(22,854	)		(23,087	)
	Issuance of common shares				374			12,862
			Net cash used in financing activities		(70,746	)		(93,340	)
Effects of exchange rate changes on cash					(423	)		(2,514	)
Changes in cash and cash equivalents					(25,321	)		108,294
Cash and cash equivalents at beginning of period					45,795			71,835
Cash and cash equivalents at end of period				$	20,474		$	180,129
Cash payments for interest				$	56,061		$	52,904
Cash payments for income taxes				$	23,655		$	56,694

See accompanying notes.

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COOPER TIRE & RUBBER COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.	The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three-month and nine-month periods ended September 30, 2002 are not necessarily indicative of the results that may be expected for the year ending December 31, 2002.
	The balance sheet at December 31, 2001 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements.
	For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2001.
	Certain amounts for 2001 have been restated to conform to 2002 presentations.
2.	The following table details information on the Company’s operating segments.

		Three months ended						Nine months ended
		September 30						September 30
		2001			2002			2001			2002
Revenues from external customers:
	Tire Group	$	461,757		$	464,401		$	1,283,430		$	1,311,470
	Automotive Group		335,914			381,477			1,116,325			1,196,871
	Eliminations		(6,213	)		(6,601	)		(21,643	)		(20,012	)
	Net sales	$	791,458		$	839,277		$	2,378,112		$	2,488,329
Segment profit (loss):
	Tire Group	$	(9,276	)	$	27,367		$	33,455		$	107,708
	Automotive Group		52			27,424			33,982			92,911
	Unallocated corporate charges and eliminations		587			(25	)		(2,137	)		(5,689	)
	Operating profit (loss)		(8,637	)		54,766			65,300			194,930
	Interest expense		22,349			18,718			69,003			57,289
	Other — net		370			(873	)		(7,412	)		(2,597	)
	Income (loss) before income taxes	$	(31,356	)	$	36,921		$	3,709		$	140,238

3. The Company is continuing its efforts to sell certain facilities in North America and Europe as part of its restructuring efforts. At September 30, 2002, assets of $24,170 were classified as assets held for sale with sales agreements in place on several properties.

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4. The Company has an accrual for employee separation and other exit costs relating to a plan for the reorganization and closing of certain manufacturing facilities in Europe and the closure of its automotive sealing plant in Kittanning, Pennsylvania. At June 30, 2002, these initiatives had been completed and the reserve was reduced to zero. The following summarizes the activity for these initiatives since December 31, 2001:

	Employee			Other
	Separation			Exit
	Costs			Costs			Total
Accrual at 12/31/01	$	1,000		$	—		$	1,000
Cash payments		(140	)		(260	)		(400	)
Adjustment to reserve		(860	)		260			(600	)
Accrual at 9/30/02	$	—		$	—		$	—

During the first nine months of 2002, the Company continued its restructuring efforts in order to improve efficiencies and reduce costs throughout its worldwide operations. Under a restructuring plan announced in the fourth quarter of 2000, approximately 1,100 employees have been targeted for separation. During the first nine months of 2002, 144 employees were terminated, bringing the total to 944 as of September 30, 2002. The majority of the initiatives have been completed and it is now estimated there are 63 employees remaining to be separated. The following table summarizes the activity for these initiatives since December 31, 2001:

	Employee			Other
	Separation			Exit			Asset
	Costs			Costs			Write-offs			Total
Accrual at 12/31/01	$	8,900		$	1,400		$	—		$	10,300
Cash payments		(3,400	)		(1,400	)		—			(4,800	)
Asset write-offs		—			—			(700	)		(700	)
Adjustment to reserve		(1,500	)		300			700			(500	)
Accrual at 9/30/02	$	4,000		$	300		$	—		$	4,300

In the fourth quarter of 2001, the Company announced a restructuring plan to improve efficiencies and reduce costs in its North American operations. Under this plan approximately 385 employees were targeted for separation. During the first nine months of 2002, 315 employees were separated, bringing the total to 348 as of September 30, 2002. There are now 18 employees remaining to be separated and the Company expects to complete this plan by the fourth quarter of 2002. The following table summarizes the activity in the accrual account since December 31, 2001:

	Employee			Other
	Separation			Exit			Asset
	Costs			Costs			Write-offs			Total
Accrual at 12/31/01	$	4,000		$	600		$	—		$	4,600
Cash payments		(1,800	)		(500	)		—			(2,300	)
Asset write-offs		—			—			(1,000	)		(1,000	)
Adjustment to reserve		(2,100	)		900			1,000			(200	)
Accrual at 9/30/02	$	100		$	1,000		$	—		$	1,100

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	The restructuring costs of $2.9 million included in the Consolidated Statement of Income for the first nine months of 2002 include the losses on facility sales associated with the fourth quarter 2000 initiative and non-accruable costs in Europe, administrative locations in North America and a production facility in Mexico.
5.	Effective January 1, 2002, the Company adopted Statement of Financial Accounting Standard (“SFAS”) No. 141, “Business Combinations,” and SFAS No. 142, “Goodwill and Other Intangible Assets.” Purchased goodwill and indefinite-lived intangible assets were no longer amortized as of that date, but will be tested for impairment annually. The Company also reevaluated its intangible assets and determined that any changes in their useful lives were not material to the results of its operations. At September 30, 2002, unamortized purchased goodwill was approximately $428,000 (Tire segment $45,000 and Automotive segment $383,000). Pursuant to SFAS No. 142, the Company completed its test for goodwill impairment during the second quarter 2002 and no impairment was indicated. For the three months ended September 30, 2001, the Company’s reported net loss and basic and diluted loss per share were $19,512 and $.27, respectively. When adjusted for the non-amortization provisions of SFAS No. 142, the reported net loss and basic and diluted loss per share would have been $15,637 and $.21, respectively. For the nine months ended September 30, 2001, the Company’s reported net income and basic and diluted earnings per share were $2,474 and $.03, respectively. When adjusted for the non-amortization provisions of SFAS No. 142, the reported net income and basic and diluted earnings per share would have been $14,180 and $.20, respectively.
	On January 1, 2002, the Company adopted SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” which addresses financial accounting and reporting for the impairment or disposal of long-lived assets. There was no material effect on the Company’s consolidated results of operations or financial position.
	In June 2002, the FASB issued SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities.” This Statement addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies Emerging Issues Task Force Issue No. 94-3, “Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring).” SFAS No. 146 requires that costs associated with an exit or disposal activity be recognized when the liability is incurred rather than when a company commits to such an activity and also establishes fair value as the objective for initial measurement of the liability. The pronouncement becomes effective for fiscal years beginning after December 15, 2002, with earlier adoption encouraged. The Company will, at the effective date, begin recognizing restructuring costs in accordance with the pronouncement.
6.	The Company had pending against it 32 separate class action lawsuits and two individual lawsuits with similar allegations filed in 30 separate state courts, plus the Commonwealth of Puerto Rico. One of the class action lawsuits purported to represent a national class. The lawsuits, all of which were filed under the auspices of the same group of plaintiffs’ attorneys, asserted claims under the respective states’ consumer protection and deceptive trade practices statutes, and comparable commercial law and other theories. They alleged that the Company used certain materials and procedures in its process of manufacturing steel-belted radial tires which could have rendered a portion of the tires unsafe, and failed to disclose those practices to purchasers of its tires. The suits were brought on behalf of all persons (excluding those who have sustained personal injury and/or property damage as a result of the alleged unlawful practices) in the respective states who purchased steel-belted radial tires manufactured by the Company from 1985 to the present, and still retain those tires. The lawsuits generally sought, on behalf of

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each class member, relief sufficient to secure replacement of their tires, statutory, compensatory and punitive damages, costs and attorneys’ fees.

On October 26, 2001, the Company entered into a Stipulation of Settlement and Release of all of the class action lawsuits, without any admission of liability, resulting in a charge of $54.6 million ($33.9 million net of tax). Prior to settlement, $17.6 million of legal and professional and tire storage costs were incurred related to the class action litigation. According to the terms of the Stipulation of Settlement and Release, the Company will provide (i) a five-year Enhanced Warranty Program offering a free replacement tire for an Adjustable Separation on an Eligible Cooper Tire or an alternative dispute resolution system; (ii) some modifications to final tire inspections; and (iii) a consumer education program to promote tire safety. In addition, the Company has agreed to pay plaintiffs’ legal expenses as part of the settlement. Out of potentially millions of class members, only 156 chose to opt out of the Settlement. Those who opted out can pursue any legal rights they may have against the Company in separate individual lawsuits. Because of the nature of the relief available to an individual plaintiff under the statutes implicated in this litigation, the likelihood that any such action will result in a judgment that would have a material adverse effect on the Company’s cash flow, results of operations or financial condition is extremely remote.

Final judicial approval of the Settlement was received on September 13, 2002. No appeal of that approval was filed within the 45-day appeal period following the date on which approval was granted. As such, the Company considers this litigation to be fully resolved.

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

Consolidated Results of Operations

Consolidated net sales for the three-month period ended September 30, 2002 were $839 million, an increase of $48 million, or six percent, from sales in the third quarter of 2001. Sales in the Automotive segment increased 13.6 percent due to strong North American light vehicle production and new business while sales in the Tire segment increased slightly in a very soft replacement tire market in North America. For the nine-month period ended September 30, 2002, consolidated net sales were $2.5 billion, an increase of $110 million, or 4.6 percent, from sales in the first nine months of 2001. Increases occurred in both the Automotive and Tire segments, resulting from strong light vehicle production in North America and Europe, new business, and market share increases in the replacement tire market. The impact of foreign currency translation on net sales for the third quarter and first nine months of 2002 was favorable by approximately $9 million and $4 million, respectively.

Operating profit was $54.8 million in the third quarter of 2002 versus an operating loss of $8.6 million in the third quarter of 2001, net income was $23.3 million versus a net loss of $19.5 million in the third quarter of 2001, and basic earnings per share were 32 cents (31 cents on a diluted basis) compared to a loss per share of 27 cents (on both a basic and diluted basis) in the third quarter of 2001. When results for the third quarter of 2001 are adjusted to eliminate the impact of goodwill amortization and class action settlement and defense costs, neither of which impacted results in 2002, operating profit was $56.1 million, net income was $22.2 million, and basic and diluted earnings per share were 31 cents. For the nine-month periods ended September 30, operating profit was $194.9 million in 2002 versus $65.3 million in 2001, net income was $88.4 million in 2002 versus $2.5 million in 2001, and basic earnings per share were $1.21 in 2002 ($1.19 on a diluted basis) versus three cents (on both a basic and diluted basis) in 2001. For the first nine months of 2001, when adjusted to eliminate the impact of goodwill amortization and class action settlement and defense costs, operating

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profit was $148.6 million, net income was $58.7 million, and adjusted basic and diluted earnings per share were 81 cents. The Company adopted Statement of Financial Accounting Standards (“SFAS”) No. 142, “Goodwill and Other Intangible Assets,” on January 1, 2002 which eliminated the amortization of goodwill and intangible assets with indefinite lives. Virtually all of the impact of this change occurred in the Automotive segment.

Selling, general, and administrative expenses were $53 million for the third quarter of 2002 compared to $52 million in 2001. In 2002, these expenses were 6.3 percent of net sales compared to 6.6 percent in 2001. Such expenses for the first nine months of both 2002 and 2001 were $174 million. These expenses amounted to 7.0 percent of net sales in 2002 and 7.3 percent of net sales in 2001. Savings resulting from employment reductions implemented early in 2002 in the Automotive segment accounted for much of the improvement in expenses as a percentage of net sales from the first nine months of 2001.

Interest expense was $19 million in the third quarter of 2002, compared to $22 million in the same period of 2001. During the first nine months of 2002, interest expense was $57 million versus $69 million in 2001. The decreases in 2002 reflect the repayment of debt and lower interest rates.

Other income at $873,000 for the third quarter of 2002 increased from a $370,000 expense in 2001 primarily due to lower foreign currency losses in 2002 compared to 2001. Other income for the nine-month period ended September 30 was $2.6 million in 2002 versus $7.4 million in 2001. The decrease is primarily attributable to premium costs of $2.7 million incurred in connection with the repurchase of portions of the Company’s public notes during 2002 and a reduction of $2.3 million in gains on the sales of assets in 2002 compared to 2001.

The Company’s effective income tax rate of 37.0 percent for both the third quarter and first nine months of 2002 is lower than the 37.3 percent rate reported for the comparable periods of 2001. The decrease is primarily due to the elimination of the amortization of non-deductible goodwill in accordance with SFAS No. 142, “Goodwill and Other Intangible Assets” and global tax planning. Partially offsetting this rate reduction were increases due to valuation allowance reserves for deferred tax assets arising from losses in certain of the Company’s foreign operations.

Tire Segment

Overview

Sales of passenger car and light truck replacement units in the U. S. market by members of the Rubber Manufacturers Association (“RMA”), which comprises virtually all of the largest tire companies in the world, decreased in the third quarter of 2002 by approximately seven percent from levels in the third quarter of 2001. For the nine months ended September 30, such sales decreased approximately four percent. These figures include both tires manufactured and sold in the United States and tires imported into the United States. The Company believes that sales into the U. S. market by non-RMA members, which consist primarily of smaller manufacturers which produce in countries outside the United States, increased by approximately 60 percent during the quarter, from 2.8 million units in 2001 to 4.5 million units in 2002, and approximately 66 percent during the first nine months of the year, from 8 million units in 2001 to 13.3 million units in 2002. Sales by RMA members comprised in excess of 90 percent of the total U. S. replacement tire market in both the third quarter and first nine months of 2002.

The sales declines were due to generally weak economic conditions, as well as sales levels in the third quarter of last year that were boosted by Ford’s 2001 initiative to replace certain Firestone tires. Penetration of the U. S.

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replacement tire market by foreign-produced products continued to increase during the quarter.

Sales

Sales of the Tire segment were $464 million in the third quarter of 2002, an increase of $2 million, or less than one percent, from $462 million in the third quarter of 2001. Tire unit sales for the third quarter decreased more than one percent from the comparable period in 2001. Sales for the first nine months of 2002 were $1.31 billion, an increase of two percent, or $28 million, from $1.28 billion for the first nine months of 2001. Tire unit sales for the first nine months of 2002 increased almost three percent from the first nine months of 2001. The segment’s positive performance vis-a-vis the performance of the industry as a whole was due in part to increased market penetration by the segment and in part to the impact of last year’s Ford initiative to replace certain Firestone tires, in which the segment did not participate to the same extent as some other tire manufacturers.

The segment’s unit sales of passenger tires decreased by 2.5 percent in the third quarter of 2002 from the same period one year ago. Passenger tires account for approximately 80 percent of the United States replacement tire market. Unit sales of light truck tires increased by six percent in the third quarter of 2002 over the third quarter of 2001. The segment’s unit sales performance for both passenger and light truck tire outpaced industry-wide performance.

The segment’s sales increase for the nine-month period of 2002 compared to 2001 was the result of the year-over-year increase achieved during the first quarter of 2002 in North America, which was due to improvements in market share and weak sales in the first quarter of 2001, following strong sales which occurred in the fourth quarter of 2000 after the announcement of price increases which were scheduled to take effect on January 1, 2001. Unit sales of passenger tires in the first nine months of 2002 increased two percent from the nine-month period of 2001, while unit sales of light truck tires increased five percent in the first nine months of 2002 over the comparable 2001 period. The segment’s passenger tire sales increase outperformed overall industry performance, while the improvement in light truck tires was slightly less than that reported by the industry as a whole. Overall, the segment’s unit sales in the North American replacement tire market increased by 2.6 percent in the first nine months of 2002 over the first nine months of 2001, which exceeded industry-wide shipments. Participation by other manufacturers in Ford’s 2001 initiative to replace certain Firestone tires to a greater extent than the segment’s participation partially accounts for the segment’s improvement in market share during 2002.

Sales of the segment’s international operations increased 11 percent in the third quarter of 2002 from the comparable period of 2001. Approximately one-half of the increase was due to the foreign exchange impact of a weakened United States dollar in relation to the British pound. For the nine-month period of 2002, sales of the segment’s international operations increased four percent from the comparable 2001 period. One-half of this increase can be attributed to the foreign exchange impact of a weakened United States dollar in relation to the British pound. Sales of the segment’s commercial products operations in the third quarter and first nine months of 2002 decreased more than one percent and more than two percent, respectively, from the comparable periods in 2001. Gains in the sales of radial medium truck tires were more than offset by declines in custom rubber mixing, inner tube and tread rubber sales, where very weak economic conditions in the commercial transportation industry continue to exist.

Operating Profit

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The segment’s operating profit improved from an operating loss of $9.3 million in the third quarter of 2001 to $27.4 million in the third quarter of 2002. In the third quarter of 2001, the Company recorded a provision of $54.6 million to reflect the tentative settlement of the class action lawsuits brought against the Company. When adjusted to eliminate the impact of goodwill amortization and class action settlement and defense costs, operating profit in the third quarter of 2001 was $52 million. Operating profit for the first nine months of 2002 was $107.7 million compared to $33.5 million in the same period of 2001. When adjusted to eliminate the impact of goodwill amortization and class action settlement and defense costs, operating profit for the first nine months of 2001 was $106.3 million.

Operating performance in North America in the third quarter of 2002 was adversely impacted by several factors — 1) a less favorable product and customer mix as a greater percentage of the segment’s sales for the quarter resulted from shipments of opening price point tires to lower margin customers, adversely impacting operating profit by about $10 million, 2) a significant increase in raw material costs, especially natural rubber and petroleum-based materials, adversely impacting operating profit by $5 million, 3) operating inefficiencies resulting from the implementation of manufacturing initiatives directed toward improving the segment’s longer-term performance, which affected operating profit by about $5 million, and 4) product liability costs, which increased by almost $3 million. Performance in the third quarter of 2001 benefited from the reversal of certain incentive-based accruals to a greater extent than has occurred this year. Operating performance for the first nine months of 2002 improved over the same period in 2001 due to the increase in sales and lower raw material costs. Raw material costs in 2001 were higher early in the year and dropped in the third quarter, whereas in 2002 the opposite was the case. Partially offsetting these factors was a less favorable product and customer mix and less efficient plant operations.

Operating profit of the segment’s international operations improved in the third quarter and first nine months of 2002, due primarily to continued improvement in customer and product mix through sales of higher-margin premium and performance tires and a shift to higher margin channels of distribution.

Profitability of the segment’s commercial products operations also improved in the third quarter and first nine months of 2002, due largely to the achievement of efficiencies resulting from the restructuring program implemented in 2001. Higher sales volumes of radial medium truck tires also contributed to improved operating performance.

Outlook

The segment anticipates that the replacement tire market will remain soft in the fourth quarter of 2002. It also expects that raw material prices will be higher than in the fourth quarter of 2001, and higher than in the third quarter of 2002. As a result, improvements in production efficiency are essential to obtaining improvements in operating profit. Therefore, the focus of the segment’s efforts to improve short-term profitability will involve measures to rectify the production inefficiencies that impacted results in the third quarter. In addition, the segment has announced a price increase on all brands of light truck and certain passenger tires effective December 1, 2002. The price increase will average approximately five percent.

On October 29, 2002, the time period for appealing the approval of the settlement of the class action litigation expired with no appeal being filed. The Company is beginning the implementation of the settlement. For further information concerning this litigation, see the “Legal Proceedings” section of this Report on Form 10-Q.

The segment expects to be impacted by the Transportation Recall Enhancement Accountability and Documentation Act (“TREAD Act”), which became law on November 1, 2000. The TREAD Act and any regulations promulgated under the Act are applicable to all tire manufacturers and importers who sell tires in the

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United States, regardless of where such tires are manufactured. The Company continues to work with the Rubber Manufacturers Association in reviewing and preparing tire industry comments on the regulations being promulgated pursuant to the TREAD Act. The Company will continue to closely monitor these regulations and assess the potential financial impact on the Company as they become final and are implemented. At this time, neither the financial nor the operational impact of the legislation, nor the precise timing of any impact, can be predicted with certainty.

The Tire segment is facing significant increases in the cost of its product liability insurance coverage beginning in the second quarter of 2003, and possibly significant reductions in the scope of coverage. Given the increase in product liability litigation brought against tire manufacturers in the wake of the Firestone recalls, any reduction in the scope of the Company’s insurance coverage will adversely impact the segment’s costs. The Company is presently examining ways to maintain the present scope of its coverage.

Automotive Segment

Overview

The Company’s Automotive segment provides parts to automotive original equipment manufacturers (“OEMs”) throughout the world. Light vehicle production in North America increased by more than nine percent in the third quarter of 2002 over the third quarter of 2001, as consumer demand continued to be strong, in part due to incentives which continue to be offered by automobile manufacturers. Production in Europe was flat during the third quarter versus the same period of 2001 and production in South America declined year-over-year by nearly 11 percent. Light vehicle production in North America increased approximately seven percent in the first nine months of 2002 over the comparable period one year ago.

Notwithstanding the improvement in light vehicle sales which occurred during the quarter, the pricing environment remains difficult for automobile manufacturers, and as a result, they continue to seek price reductions from suppliers. Therefore, emphasis on continuous improvement, lean manufacturing and other cost reduction initiatives is essential to achieving targeted financial results.

Sales

Sales of the Automotive segment were $381 million in the third quarter of 2002, an increase of more than 13 percent, or $45 million, from $336 million in the third quarter of 2001. For the first nine months of 2002, sales were $1.2 billion, an increase of 7.2 percent, or $81 million, from $1.1 billion in the comparable period of 2001. Sales increases in North America for the third quarter and the first nine months of 2002 of $29 million and $70 million, respectively, were the result of the increases in light vehicle production and the impact of net new business that has come on line during the past year. The third quarter sales improvement in the segment’s international operations of approximately $16 million was due primarily to the impact of new business launched over the past year, especially the Ford B-car program, and to a lesser extent, the favorable impact of currency translation adjustments. For the first nine months of the year, sales of the segment’s international operations increased by approximately $11 million. The increase was equally attributable to the impact of new business and the favorable impact of foreign currency adjustments.

Operating Profit

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Operating profit for the third quarter of 2002 was $27.4 million, a significant improvement from the breakeven level achieved in the third quarter of 2001. For the nine-month period, operating profit was $92.9 million in 2002, an increase of $58.9 million from $34 million generated during 2001. Results for the third quarter and first nine months of 2002 did not include the amortization of goodwill, which has been eliminated in accordance with new accounting standards. Results for the third quarter and first nine months of 2001 would have been $3.5 million and $10.5 million higher, respectively, had goodwill not been amortized during 2001. In addition, restructuring costs of $1.9 million and $2.3 million impacted operating profit for the third quarters of 2002 and 2001, respectively. Restructuring costs in the first nine months of 2002 were $2.7 million compared to $4.9 million in 2001.

The higher North American light vehicle production levels in the third quarter of 2002 were responsible for almost half of the improvement in operating profit reported by the segment. The remainder was due to the impact of the segment’s restructuring, lean manufacturing and other cost reduction initiatives and to a lesser extent, increased volume resulting from new business. In addition, during the first few months of 2001, the segment was not able to adjust its cost structure for the significant reductions in light vehicle production levels which were then occurring and inefficiencies created by erratic scheduling resulting from the short lead times given by the OEMs in advance of frequent production curtailments. During the first nine months of 2002, the segment was able to operate its facilities more efficiently as a result of more stable OEM production levels. The volume and operating cost efficiencies were partially offset by price reductions granted to the segment’s customers.

The segment’s business outside of North America was profitable in both the third quarter and first nine months of 2002. Losses were recorded in both the third quarter and first nine months of last year. The improvement was due to more efficient operations in both the sealing and fluid systems units in Europe, as efforts to reduce the cost structure of the segment’s European operations through the restructuring initiatives implemented over the past two years are favorably impacting results. These improvements more than offset the continued effects of weak economic conditions affecting the segment’s Brazilian operations.

Outlook

The performance of the Automotive segment over the remainder of 2002 will depend primarily on the overall level of light vehicle production. At present, projections are generally positive for vehicle production in North America over the remainder of the year, due in part to the fact that significant incentives will continue to be offered to purchasers of new vehicles in the United States. In Europe, sales are expected to be stable over the rest of the year.

Although raw material prices in the aggregate have increased only slightly during 2002, the price of steel has increased significantly in the United States as a result of the tariffs imposed on steel imports effective in the second quarter. The higher cost of steel is impacting margins in the segment’s NVH and, to a lesser extent, fluid systems units in North America, but the segment does not expect that those increased costs will have a material adverse impact on the segment’s overall financial performance in the fourth quarter of 2002.

Although the segment has reported excellent results over the first nine months of 2002, several issues of potential significance will be addressed in the fourth quarter and beyond. First, the segment has a significant amount of new business launching over the next year, mostly in North America. The segment’s ability to launch this new business efficiently is important to meeting its profitability expectations for the fourth quarter of 2002 and into next year. Second, significant additional cost reductions in South America are being implemented to adjust for dramatically weakened economic conditions and

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reductions in the market share of its largest customer in Brazil. Third, the NVH business is under increasing pressure from low-priced imports provided by Asian suppliers and will be examining ways to address this potential competitive threat. Fourth, the difficult competitive environment faced by the segment’s original automobile equipment customers will mean continuing demand for lower pricing, requiring the segment to continue its relentless pursuit of further efficiencies and cost reductions.

Company Summary

The Company currently expects it basic earnings per share for 2002 to be approximately $1.48 to $1.53 ($1.46 to $1.51 on a diluted basis). This expectation is predicated upon continued strong light vehicle production, continued softness in the replacement tire market, rising raw material costs, especially for the Tire segment, successful product launches and the other factors outlined in the “Outlook” sections under both the Tire and Automotive segment summaries.

Liquidity and Capital Resources

Net cash provided by operating activities was $289 million in the first nine months of 2002, $139 million higher than the $150 million generated in the first nine months of 2001. Changes in operating assets and liabilities in the first nine months of 2002 resulted in the availability of $66 million of cash. During the first nine months of 2001, changes in operating assets and liabilities from levels at December 31, 2000 consumed $49 million of cash. The most significant contributors to this improvement in changes in operating assets and liabilities were the inventory reduction initiative in the Tire segment, which contributed $39 million, and the timing of certain income tax obligations, which contributed $35 million.

Net cash used in investing activities during the first nine months of 2002 reflects capital expenditures of $93 million, compared to $106 million in the comparable period of 2001. Capital expenditures in 2002 are expected to approximate $130 million, primarily to support new automotive business launching in 2002 and 2003, advances in manufacturing technology and process improvements throughout the Company’s operations.

The Company sold various assets in the first nine months of 2002, consisting primarily of closed facilities and an aircraft, generating $9 million in cash. In the first nine months of 2001, the Company sold various assets, including an aircraft and a tire distribution warehouse, also for $9 million. Net cash used in investing activities during the first nine months of 2002 included the acquisition of certain assets of the retread business of Teknor Apex Company, a manufacturer of rubber-based products. In 2001 the Company acquired certain assets of the tire retread business of The Hercules Tire & Rubber Company and purchased certain assets of Siebe’s subsidiary in India.

As a result of the repurchase of a portion of the Company’s public notes, the Company has been able to reduce its total debt by $87 million in the first nine months of 2002. Dividends paid on the Company’s common shares in both the first nine months of 2002 and 2001 were $23 million. During the first nine months of 2002, the Company generated $13 million through the issuance of common shares from the exercise of stock options.

Effective September 1, 2002, the Company increased its revolving credit facility with a consortium of eleven banks from $250 to $350 million, upon substantially the same terms and conditions as applied to the previous facility. As of September 30, 2002, the Company was in compliance with the financial covenants contained in that facility and its other credit agreements. At that date, the ratio of total indebtedness to total capitalization was 50.4 percent under the definitions contained in the agreements. The agreements allow the Company to maintain a total debt to

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total capitalization ratio of 60 percent through December 31, 2002 and 55 percent thereafter, and permit the exclusion of the impact of the cumulative currency translation adjustment recorded in equity from the total debt to total capitalization measurement. For the twelve months ended September 30, 2002, the fixed charge coverage ratio was 2.44 times, which was above the 1.5 times presently required under the agreement. The fixed charge coverage ratio requirement will increase to 2.0 after December 31, 2002. There were no borrowings under the credit facility at September 30, 2002.

The Company had a cash balance of $180 million as of September 30, 2002. The Company expects, given current business projections, that sufficient liquidity will be provided by that cash and cash flows from operations, to fund its obligations and commitments during the remainder of 2002. Among those commitments are scheduled maturities of notes primarily related to financing the acquisition of The Standard Products Company. The total amount of those obligations, which come due in December 2002, is $126.5 million. The Company presently expects that this amount will be repaid without the need for any additional borrowings. After making these payments, which are expected to reduce the Company’s total debt to total capitalization ratio from 50.4 percent at September 30, 2002 to approximately 47 percent, no significant installments of long-term debt will be due until 2006. The Company’s additional borrowing capacity at September 30, 2002, consisting of its credit agreement with its bank group, its shelf registration, and other bank lines, is $428 million.

As a result of continuing declines in interest rates and the market value of the assets held in its defined benefit pension plans, the Company believes it will be required to record an additional minimum pension liability adjustment, which is a balance sheet entry having no impact on earnings in 2002, as of December 31, 2002. The minimum pension liability adjustment will reflect the amount that the pension plans’ accumulated benefit obligation exceeds the plans’ assets in excess of amounts previously accrued for pension costs. The exact amount to be recorded is not known at this time, but it will not affect the Company’s compliance with the total debt to total capitalization ratio covenant contained in the Company’s long-term debt instruments. In addition, an increase in pension expense and funding requirements will occur in 2003. The amounts have not yet been determined.

Contingencies

The Company is a defendant in the ordinary course of business in product liability, commercial and other actions in Federal and state courts throughout the United States in which plaintiffs assert monetary damages. If the plaintiffs in certain of those actions recovered the damages sought, the impact could be material to the Company’s results of operations, cash flows, or financial position. The Company does not presently believe, however, that it is likely that its aggregate liability in these actions will be material to its results of operations, cash flows or financial position.

New Accounting Standards

For a discussion of recent accounting pronouncements and their impact on the Company, see note five to the financial statements.

Forward-Looking Statements

This report contains what the Company believes are “forward-looking statements,” as that term is defined under the Private Securities Litigation Reform Act of 1995, regarding projections or expectations for future financial performance, which involve uncertainty and risk. It is possible that the Company’s future financial performance may differ materially from those

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projections or expectations due to a variety of factors including, but not limited to:

• changes in economic and business conditions in the world,

• increased competitive activity,

• the failure to achieve expected sales levels,

• consolidation among the Company’s competitors and customers,

• technology advancements,

• unexpected costs and charges,

• fluctuations in raw material and energy prices and the unavailability of raw materials or energy sources,

• changes in interest and foreign exchange rates,

• increased pension expense resulting from poor investment performance of the Company’s pension plan assets over the past three years and changes in discount rate assumptions,

• government regulatory initiatives, including the proposed regulations under the TREAD Act,

• the cyclical nature and overall health of the global automotive industry,

• the loss of a major customer or loss or delay of a program,

• risks associated with new vehicle launches,

• risks to the economy associated with external events, including those resulting from the events of September 11, 2001 and the impact on the economy of similar or related events which may occur in the future,

• litigation brought against the Company,

• an adverse change in the Company’s credit ratings, which could increase its borrowing costs and/or hamper its access to the credit markets,

• the inability to obtain or reductions in insurance coverage sufficient to cover the principal risks to the Company, and

• other unanticipated events and conditions.

It is not possible to foresee or identify all such factors. Any forward-looking statements in this report are based on certain assumptions and analyses made by the Company in light of its experience and perception of historical trends, current conditions, expected future developments and other factors it believes are appropriate in the circumstances. Prospective investors are cautioned that any such statements are not a guarantee of future performance and actual results or developments may differ materially from those projected. The Company makes no commitment to update any forward-looking statement included herein or to disclose any facts, events or circumstances that may affect the accuracy of any forward-looking statement.

Further information covering issues that could materially affect financial performance is contained in the Company’s periodic filings with the U. S. Securities and Exchange Commission.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company has experienced significant increases in the price of certain of its raw materials, including natural and synthetic rubber and carbon black, during the third quarter. In part, the price increases experienced for synthetic rubber and carbon black are due to increases in the price of petroleum.

The Company attempts to mitigate the volatility of the price of the above raw materials through purchasing strategies which involve, in the case of natural rubber, purchasing a portion of its requirements at current prices for delivery and payment at dates up to twelve months in the future. The amount purchased on such a basis fluctuates depending upon the Company’s assessment

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of market conditions, but is limited to avoid the risk of locking in all of its purchases at prices that may be in excess of future market prices.

In the case of carbon black and synthetic rubber, purchases are made at prices for short-term periods (generally either quarterly or monthly) that are tied to a published benchmark, in the case of carbon black and, with respect to synthetic rubber, the prevailing price averaged over a set period of time of styrene and butadiene monomer, the two principal ingredients that comprise synthetic rubber.

There have been no other material changes in market risk at September 30, 2002 from those detailed in the Company’s Annual Report on Form 10-K filed with the U. S. Securities and Exchange Commission for the year ended December 31, 2001.

Item 4. CONTROLS AND PROCEDURES

Pursuant to the requirements of the Sarbanes-Oxley Act, the Chief Executive Officer and Chief Financial Officer of the Company have evaluated, within the 90-day period prior to the filing of this quarterly report on Form 10-Q,the Company’s internal control structure and disclosure control and procedures. Based upon that evaluation, they have concluded that the Company’s disclosure controls and procedures, as defined in Exchange Act Rules 13a — 14(c) and 15d - 14(c) are effective in insuring that the information required to be disclosed in the Company’s periodic reports filed with the Securities and Exchange Commission, including this report on Form 10-Q, is recorded, processed, summarized and reported within the time period specified in the Securities and Exchange Commission’s rules and forms.

The Chief Executive and Chief Financial Officers also examined the Company’s internal control structure, and concluded, based on their evaluation, that there have been no significant changes in the Company’s internal controls or in other factors that could significantly affect those controls subsequent to the date of their last evaluation.

Part II. OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS.

The Company had pending against it 32 separate class action lawsuits and two individual lawsuits with similar allegations filed in 30 separate state courts, plus the Commonwealth of Puerto Rico. One of the class action lawsuits purported to represent a national class. The lawsuits, all of which were filed under the auspices of the same group of plaintiffs’ attorneys, asserted claims under the respective states’ consumer protection and deceptive trade practices statutes, and comparable commercial law and other theories. They alleged that the Company used certain materials and procedures in its process of manufacturing steel-belted radial tires which could have rendered a portion of the tires unsafe, and failed to disclose those practices to purchasers of its tires. The suits were brought on behalf of all persons (excluding those who have sustained personal injury and/or property damage as a result of the alleged unlawful practices) in the respective states who purchased steel-belted radial tires manufactured by the Company from 1985 to the present, and still retain those tires. The lawsuits generally sought, on behalf of each class member, relief sufficient to secure replacement of their tires, statutory, compensatory and punitive damages, costs and attorneys’ fees.

On October 26, 2001, the Company entered into a Stipulation of Settlement and Release of all of the class action lawsuits, without any admission of liability, resulting in a charge of $54.6 million ($33.9 million net of tax). Prior to settlement, $17.6 million of legal and professional and tire storage costs were incurred related to the class action litigation. According to the terms of the Stipulation of Settlement and Release, the Company will provide

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(i) a five-year Enhanced Warranty Program offering a free replacement tire for an Adjustable Separation on an Eligible Cooper Tire or an alternative dispute resolution system; (ii) some modifications to final tire inspections; and (iii) a consumer education program to promote tire safety. In addition, the Company has agreed to pay plaintiffs’ legal expenses as part of the settlement. Out of potentially millions of class members, only 156 chose to opt out of the Settlement. Those who opted out can pursue any legal rights they may have against the Company in separate individual lawsuits. Because of the nature of the relief available to an individual plaintiff under the statutes implicated in this litigation, the likelihood that any such action will result in a judgment that would have a material adverse effect on the Company’s cash flow, results of operations or financial condition is extremely remote.

Final judicial approval of the Settlement was received on September 13, 2002. No appeal of that approval was filed within the 45-day appeal period following the date on which approval was granted. As such, the Company considers this litigation to be fully resolved.

The Company is also a defendant in the ordinary course of business in unrelated product liability, commercial and other actions in Federal and state courts throughout the United States in which plaintiffs assert monetary damages. If the plaintiffs in certain of those actions recovered the damages sought, the impact could be material to the Company’s cash flow, results of operations, or financial position. The Company does not presently believe, however, that it is likely that its aggregate liability in these actions will be material to its cash flow, results of operations, or financial position.

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Item 6 (a.) EXHIBITS

10(i)	Amendment No. 6 to the Amended and Restated Credit Agreement dated as of August 29, 2002 by and among Cooper Tire & Rubber Company, a Delaware Corporation, and the Banks, and PNC Bank, National Association, as agent for the Banks
10(ii)	Employment Agreement dated as of July 17, 2002 between Cooper Tire & Rubber Company and Duane R. Stephens
(99)	Certification of Thomas A. Dattilo, Chief Executive Officer, and Philip G. Weaver, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Item 6 (b.) REPORTS ON FORM 8-K

A Form 8-K was filed on August 13, 2002 related to the filing of certified statements signed by Thomas A. Dattilo, Chief Executive Officer and Philip G. Weaver, Chief Financial Officer of Cooper Tire & Rubber Company in compliance with Order 4-460 issued by the Securities and Exchange Commission on June 17, 2002.

A Form 8-K was filed on September 16, 2002 related to entry by the Superior Court of New Jersey, Middlesex County, Law Division of the Final Order and Judgement resolving the class action lawsuits.

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	COOPER TIRE & RUBBER COMPANY
	/S/ P. G. Weaver P. G. Weaver Vice President and Chief Financial Officer (Principal Financial Officer)
	/S/ E. B. White E. B. White Corporate Controller (Principal Accounting Officer)
November 12, 2002         (Date)

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CERTIFICATION

I, Thomas A. Dattilo, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Cooper Tire & Rubber Company;
2.	Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4.	The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a)	designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b)	evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and
c)	presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a)	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6. The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: November 8, 2002
	/S/ Thomas A. Dattilo Thomas A. Dattilo Chairman, President and Chief Executive Officer

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CERTIFICATION

I, Philip G. Weaver, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Cooper Tire & Rubber Company;
2.	Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4.	The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a)	designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b)	evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and
c)	presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a)	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6. The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: November 8, 2002
	/S/ Philip G. Weaver Philip G. Weaver Vice President and Chief Financial Officer

- 23 - EX-10.I 3 l96651aexv10wi.htm EX-10.I AMEND. 6 TO AMEND & RESTATED CREDIT AGRMT

Exhibit 10(i)

AMENDMENT NO. 6 TO
AMENDED AND RESTATED CREDIT AGREEMENT

Dated as of August 29, 2002

By and Among

COOPER TIRE & RUBBER COMPANY
a Delaware corporation

and

THE BANKS
a Party hereto

and

PNC BANK, NATIONAL ASSOCIATION
as the Agent

and

BANK OF AMERICA, N.A.
as a Syndication Agent

and

NATIONAL CITY BANK
as a Documentation Agent,
and

PNC CAPITAL MARKETS, INC.,
as Sole Arranger

TABLE OF CONTENTS

		Page
ARTICLE I   AMENDMENTS TO EXISTING CREDIT AGREEMENT		1
	Section 1.01. Amendment to the Designation of Certain Parties to the Existing Credit Agreement	1
	Section 1.02. Amendment to Section 1.1	1
	Section 1.03. Amendments to Section 2.1	5
	Section 1.04. Amendments to Section 2.2	5
	Section 1.05. Amendments to Section 2.3c	7
	Section 1.06. Amendments to Section 2.5	7
	Section 1.07. Amendments to Section 2.6	7
	Section 1.08. Amendment to Section 2.10a	10
	Section 1.09. Amendment to Section 2.13	10
	Section 1.10. Amendment to Section 2.13	10
	Section 1.11. Amendment to Section 2.16b	10
	Section 1.12. Deletion of Section 2.23	12
	Section 1.13. Amendment to Section 3.16.	12
	Section 1.14. Amendment to Section 3.4	12
	Section 1.15. Amendment to Section 3.15	12
	Section 1.16. Amendment to Section 3.19	12
	Section 1.17. Amendment to Section 3.21	13
	Section 1.18. Amendment to Add a New Section 6.3	13
	Section 1.19. Amendment to Section 8.11	15
	Section 1.20. Amendment to Add a New Section 8.13	15
	Section 1.21. Amendment to Section 9.2	15
	Section 1.22. Amendment to Section 9.4	16
	Section 1.23. Amendment to Section 9.8	16
	Section 1.24. Amendment to Section 9.11	16
	Section 1.25. Amendment to Section 9.12	17
	Section 1.26. Amendment to Add a New Section 9.18	17
	Section 1.27. Amendment to Add a New Section 9.19	18
	Section 1.28. Exhibits	18
	Section 1.29. Schedules	19
	Section 1.30. Amendment to Bank Signature Pages	19
	Section 1.31. No Other Amendments	19
ARTICLE II   BORROWER’S SUPPLEMENTAL REPRESENTATIONS		19
	Section 2.01. Incorporation by Reference	19
	Section 2.02. Corporate Authority	19
	Section 2.03. Validity of this Amendment No. 6 and the Notes	19

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ARTICLE III   MISCELLANEOUS		20
	Section 3.01. Ratification of Terms	20
	Section 3.02. References	20
	Section 3.03. Counterparts	20
	Section 3.04. Capitalized Terms	20
	Section 3.05. Conditions Precedent	20
	Section 3.06. Amendment Effective Date	23
	Section 3.07. Certain Taxes	23
	Section 3.08. Costs and Expenses	23
	Section 3.09. Severability	23
	Section 3.10. Governing Law	23
	Section 3.11. Headings	23
	Exhibits
	Exhibit “H” — Form of Term Note
	Schedule
	Schedule 3.1b — Subsidiaries

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AMENDMENT NO. 6 TO
AMENDED AND RESTATED CREDIT AGREEMENT

     THIS AMENDMENT NO. 6 TO AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 29, 2002 (this “Amendment No. 6”), by and among COOPER TIRE & RUBBER COMPANY, a Delaware corporation (as more fully defined in the Existing Credit Agreement referred to below, the “Borrower”), and the Banks (as defined in the Existing Credit Agreement) and PNC BANK, NATIONAL ASSOCIATION, in its capacity as the issuer of letters of credit under the Existing Credit Agreement and as agent for the Banks under the Existing Credit Agreement (in such capacity, as more fully defined in the Existing Credit Agreement, as the “Agent”), amends that certain Amended and Restated Credit Agreement dated as of September 1, 2000, by and among the Borrower, the Banks and the Agent (such Credit Agreement is herein referred to as the “Original Credit Agreement”), as amended by that certain Amendment No. 1 to Amended and Restated Credit Agreement dated as of March 27, 2001 (the “Amendment No. 1”), that certain Amendment No. 2 to Amended and Restated Credit Agreement dated as of August 30, 2001 (the “Amendment No. 2”), that Amendment No. 3 to Amended and Restated Credit Agreement dated as of and effective nunc pro tunc as of September 30, 2001, (the “Amendment No. 3”), that Amendment No. 4 to Amended and Restated Credit Agreement dated as of December 1, 2001 but effective nunc pro tunc as of September 30, 2001 (the “Amendment No. 4”), and that Amendment No. 5 to Amended and Restated Credit Agreement dated as of December 21, 2001 (the “Amendment No. 5”; and the Original Credit Agreement, as amended by the Amendment No. 1, the Amendment No. 2, Amendment No. 3, the Amendment No. 4 and Amendment No. 5, is herein referred to as the “Existing Credit Agreement”).

WITNESSETH:

     WHEREAS, the Borrower has requested an amendment of certain covenants contained in the Existing Credit Agreement; and the Banks and the Agent have agreed to certain amendments to the Existing Credit Agreement upon the terms and conditions set forth herein.

     NOW THEREFORE, in consideration of the premises (each of which is incorporated herein by reference), the Borrower, the Banks and the Agent, intending to be legally bound hereby, agree as follows:

ARTICLE I
AMENDMENTS TO EXISTING CREDIT AGREEMENT

     Section 1.01. Amendment to the Designation of Certain Parties to the Existing Credit Agreement. Bank of America, N.A., is hereby designated as a Syndication Agent under the Existing Credit Agreement and National City Bank is hereby designated as a Documentation Agent.

     Section 1.02. Amendments to Section 1.1. Section 1.1 of the Existing Credit Agreement is hereby amended as follows.

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     (a) The following definitions set forth in Section 1.1 of the Existing Credit Agreement are amended and restated in its entirety to read as follows:

          “Bid Rate Interest Period” shall mean any individual period of seven (7) to two hundred seventy (270) days commencing on the date of the extension of the relevant Bid Rate Loan; provided, however, that no Bid Rate Interest Period shall extend beyond the Business Day immediately preceding (A) the Termination Date in the case of a Disbursement under the Long Term Revolving Credit Commitment, or (B) the Maturity Date in the case of a Disbursement under the Short Term Revolving Credit Commitment.

          “Facility Fee” shall mean as of any Date of Determination the sum of (i) the Long Term Facility Fee Rate multiplied by the Long Term Revolving Credit Commitment, (ii) the Short Term Facility Fee Rate multiplied by the Short Term Revolving Credit Commitment, and (iii) if applicable, the Short Term Facility Fee Rate multiplied by the outstanding balance of the Term Loans.

          “Loan Documents” shall mean this Agreement, the Notes, the Requests for Disbursement, the Amendment No. 1 Loan Documents, the Amendment No. 2 Loan Documents, the Amendment No. 3 Loan Documents, the Amendment No. 4 Loan Documents, the Amendment No. 5 Loan Documents, the Amendment No. 6 Loan Documents and any other instruments, certificates or documents delivered or contemplated to be delivered hereunder or thereunder or in connection herewith or therewith, as the same may be supplemented or amended from time to time in accordance herewith or therewith; and “Loan Document” shall mean any of the Loan Documents.

          “Long Term Revolving Credit Loan” shall mean Disbursements made by the Banks under the Long Term Revolving Credit Commitment, which Disbursements in the aggregate shall not exceed more than $175,000,000 at any one time outstanding.

          “Maturity Date” shall mean (i) August 28, 2003, (ii) such later date as is agreed to by the Banks pursuant to Section 2.2c hereof, (iii) such earlier date on which the Short Term Revolving Credit Commitment shall terminate pursuant to Section 2.4 or (iv) such earlier date when, pursuant to Article VII hereof, the Short Term Revolving Credit Commitment shall terminate.

          “Note” shall mean any of the Long Term Revolving Credit Notes, the Short Term Revolving Credit Notes, the Bid Rate Notes, the Term Notes or the Swingline Notes.

          “Pro Rata” shall mean (i) as to amounts due to or from any Bank (A) with respect to advances from or repayments to the Banks under the Long Term Revolving Credit Commitment, each such Bank’s Long Term Revolving Credit Commitment Percentage of such advances or repayments, (B) with respect to advances from or repayment to the Banks under the Short Term Revolving Credit Commitment, each such Bank’s Short Term Revolving Credit Commitment Percentage of such advances or repayments, (C) with respect to any conversion of outstanding Short Term Revolving Credit Loans to Terms Loans pursuant to Section 2.2f hereof, or repayment of the Term

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Loans to the Banks, each such Bank’s Short Term Revolving Credit Commitment Percentage of such conversion or repayments, and (D) with respect to the advances from or repayments to Bid Rate Banks their respective proportionate shares of each such Bid Rate Loan and (ii) with respect to all fees or costs due the Banks hereunder, an amount equal to each such Bank’s (A) Long Term Revolving Credit Commitment Percentage at the Date of Determination, or (B) Short Term Revolving Credit Commitment Percentage at the Date of Determination as the case may be.

          “Short Term Revolving Credit Loans” shall mean Disbursements made by the Banks under the Short Term Revolving Credit Commitment which Disbursements in the aggregate shall not exceed more than $175,000,000 at any one time outstanding.

          “Termination Date” shall mean (i) initially, August 31, 2007, (ii) such earlier date on which the Long Term Revolving Credit Commitment shall terminate pursuant to Section 2.4 and the Long Term Revolving Credit Loans then outstanding shall be paid in full in accordance with Section 2.1e, (iii) such later date as is agreed to by the Borrower and the Banks pursuant to Subsection 2.1c hereof at which time the Long Term Revolving Credit Commitment shall terminate and the Long Term Revolving Credit Loans then outstanding shall be paid in full in accordance with Section 2.1e, or (iv) such date when, pursuant to Article VII hereof, the Long Term Revolving Credit Commitment shall terminate.

     (b) The following definitions are hereby added to Section 1.1 of the Existing Credit Agreement and shall be inserted in their correct alphabetical order:

          “Amendment No. 6” shall mean that certain Amendment No. 6 to Credit Agreement dated as of August 29, 2002, by and among the Borrower, the Agent and the Banks.

          “Amendment No. 6 Closing Date” shall mean August 29, 2002.

          “Amendment No. 6 Existing Banks” shall mean each of PNC Bank, National Association, National City Bank, Bank One, NA, successor by merger to Bank One, Michigan, JP Morgan Chase Bank, The Bank of New York, Bank of America, N.A., Fifth Third Bank, Northwestern Ohio, N.A., and SunTrust Bank .

          “Amendment No. 6 Loan Documents” shall mean the Amendment No. 6, the Notes delivered in connection with the Amendment No. 6 and any other documents delivered or contemplated to be delivered thereunder or in connection therewith, as the same may be supplemented or amended from time to time in accordance herewith or therewith; and the term “Amendment No. 6 Loan Document” shall mean any of the Amendment No. 6 Loan Documents.

          “Applicable Term Loan Margin” shall mean for each Term Loan the rate per annum determined from time to time based upon the Ratings in effect by S&P and Moody’s set forth under the relevant column heading below opposite such Ratings:

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RATINGS

	Applicable Term Loan
S&P/Moody's	Margin
	(in basis points per annum)
	Euro-Rate Option
A+/A1 or higher		53.5
A/A2 or higher but less than A+/A1		65.0
A-/A3 or higher but less than A/A2		75.5
BBB+/Baa1 or higher but less than A-/A3		96.5
BBB/Baa2 or higher but less than BBB+/Baa1		106.0
BBB-/Baa or lower		123.5

provided that, in the event that the Ratings of S&P and Moody’s do not coincide, the Applicable Term Loan Margin set forth above opposite the higher of such Ratings will apply; and provided further, in the event that one Rating is in effect, the Applicable Term Loan Margin set forth above for such Rating will apply. Notwithstanding the foregoing, in the event that no Ratings are in effect at such time of determination, the Applicable Term Loan Margin will be determined in a manner to be mutually agreed upon by the Agent and the Borrower and consented to by the Banks.

          “Term Loan” and “Term Loans” shall mean separately all term loans or any term loan made by the Banks pursuant to Section 2.2f.

          “Term Loan Maturity Date” means with respect to each Term Note the one year anniversary of the Maturity Date at the time of the conversion of the outstanding Short Term Revolving Credit Loans due to the Banks to the Term Loans due to the Banks pursuant to the Term-Out Option.

          “Term Note” and “Term Notes” shall have the meanings ascribed to such terms in Section 2.2f hereof.

          “Term-Out Option” shall have the meaning ascribed to such term in Section 2.2f hereof.

     (c) The following definition set forth in Section 1.1 of the Existing Credit Agreement is hereby deleted from the Agreement: “Payment Date”.

     (d) The definition of “Applicable Long Term Margin” set forth in Section 1.1 of the Existing Credit Agreement is hereby amended by deleting the last sentence of such definition and substituting in replacement thereof the following sentence:

“Notwithstanding the foregoing, in the event that no Ratings are in effect at such time of determination, the Applicable Long Term Margin will be determined in a manner to be mutually agreed upon by the Agent and the Borrower and consented to by the Banks.”

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     (e) The definition of “Applicable Short Term Margin” set forth in Section 1.1 of the Existing Credit Agreement is hereby amended by deleting the last sentence of such definition and substituting in replacement thereof the following sentence:

“Notwithstanding the foregoing, in the event that no Ratings are in effect at such time of determination, the Applicable Short Term Margin will be determined in a manner to be mutually agreed upon by the Agent and the Borrower and consented to by the Banks.”

     Section 1.03. Amendments to Section 2.1. Section 2.1 of the Existing Credit Agreement is hereby amended as follows:

     (a) Amendment to Section 2.1a. Section 2.1a of the Existing Credit Agreement is hereby amended by deleting the reference therein to “$125,000,000” and substituting in replacement thereof a reference to “$175,000,000”.

     (b) Amendment to Section 2.1d. Section 2.1d of the Existing Credit Agreement is hereby amended by deleting the next to last sentence of Section 2.1d and substituting in replacement thereof the following sentence:

“Each Long Term Revolving Credit Note shall be dated the later of the Restatement Closing Date or the date of issuance by the Borrower hereunder and shall be delivered to the Agent on behalf of the applicable Bank or Banks on such date for re-delivery to the applicable Bank or Banks.”

     Section 1.04. Amendments to Section 2.2. Section 2.2 of the Existing Credit Agreement is hereby amended as follows:

     (a) Amendment to Section 2.2a. Section 2.2a of the Existing Credit Agreement is hereby amended by deleting the reference therein to “$125,000,000” and substituting in replacement thereof a reference to “$175,000,000”.

     (b) Amendment to Section 2.2d. Section 2.2d of the Existing Credit Agreement is hereby amended by deleting the next to last sentence of Section 2.2d and substituting in replacement thereof the following sentence:

“Each Short Term Revolving Credit Note shall be dated the later of the Restatement Closing Date or the date of issuance by the Borrower hereunder and shall be delivered to the Agent on behalf of the applicable Bank or Banks on such date for re-delivery to the applicable Bank or Banks.”

     (c) Amendment to Section 2.2e. Section 2.2e of the Existing Credit Agreement is hereby amended and restated in its entirety to read as follows:

2.2e Repayment. Subject to the provisions of Section 2.2f, on the Maturity Date, the Borrower shall repay in full all amounts outstanding under the Short Term Revolving Credit Commitment, together with all interest thereon to the date of such repayment and all fees and costs due hereunder in respect of the Short Term Revolving

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Credit Commitment. In the event that all or a portion of the outstanding Short Term Revolving Credit Loans are converted to Term Loans, all accrued and unpaid interest then outstanding under the Short Term Revolving Credit Loans shall be due and payable on the Maturity Date.

     (d) Amendment to Add a New Subsection 2.2f. Section 2.2 of the Existing Credit Agreement is hereby amended by inserting a new Subsection 2.2f in proper order which shall read as follows:

2.2f Option of Borrower to Term-Out the Short Term Revolving Credit Loans at the Maturity Date. Subject to Section 6.3 hereof, the Borrower may elect, by written request to the Agent which shall be delivered ten (10) days prior to the Maturity Date, to convert all amounts or a portion thereof of principal outstanding under the Short Term Revolving Credit Loans due and payable on such Maturity Date to Term Loans, which Term Loans shall be due and payable on the Term Loan Maturity Date (the “Term-Out Option”). Notwithstanding any provision of this Agreement to the contrary, all outstanding principal of, and accrued and unpaid interest on the Term Loans shall be due and payable on the Term Loan Maturity Date. Any repayment of a portion of the Short Term Revolving Credit Loans on the Maturity Date shall be distributed to the Banks based on their respective Short Term Revolving Credit Commitment Percentages. The aggregate Term Loans resulting from the Term-Out Option shall be divided among the Banks based on their respective Short Term Revolving Credit Commitment Percentages. If the Borrower elects the Term-Out Option, it shall deliver to the Agent for the benefit of each of the Banks, on or before the Maturity Date, a term note, substantially in the form of Exhibit “H” attached hereto, for the aggregate principal amount of the Short Term Revolving Credit Loans due each such Bank and the subject of the Term-Out Option and setting forth such obligation of the Borrower to repay such Term Loan due to such Bank (each term note, together with all extensions, renewals, amendments, modifications, substitutions and replacements thereto and thereof; herein referred to individually as the “Term Note”; and collectively the “Term Notes”). Any request for the conversion of all or a portion of the outstanding of Short Term Revolving Credit Loans to Terms Loans shall be made by an Authorized Officer to the Agent in writing which shall state (A) the aggregate amount of Short Term Revolving Credit Loans that will be subject to the Term-Out Option, (B) whether upon such conversion the Term Loans or a portion thereof will bear interest at the Base Rate Option or the Euro-Rate Option, (C) the amount of Term Loans to bear interest initially at the Base Rate Option or the Euro-Rate Option, and (D) in the case of Portions of the Term Loans which will bear interest under the Euro-Rate Option, the Interest Period(s) therefor. A request from the Borrower with respect to the selection of a Portion of the Term Loans to bear interest under the Euro-Rate Option shall irrevocably commit the Borrower to accept the Euro-Rate Option for the period in question. Additionally, the Borrower hereby agrees to execute such amendments and modifications to the Loan Documents, prior to the Maturity Date, as Agent shall reasonably request to evidence and govern the Term Loan; provided that no amendments, modifications or supplements to the Loan Documents shall be made with respect to any covenant of the Borrower set forth in Articles IV or V.

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     Section 1.05. Amendments to Section 2.3c. Section 2.3c of the Existing Credit Agreement is hereby amended and restated in its entirety to read as follows:

2.3c Repayments. Each repayment of the Long Term Revolving Credit Loans, the Short Term Revolving Credit Loans or the Term Loans (other than a repayment which entirely repays all such Loans then outstanding, whether on the Termination Date, the Maturity Date, the Term Loan Maturity Date or otherwise) shall be in the Dollar or Dollar Equivalent amount of $1,000,000 or if in excess of $1,000,000, in integral multiples of $1,000,000, all in the currency in which such Loan was made; provided, however, if such repayment is to repay Long Term Revolving Credit Loans, the Short Term Revolving Credit Loans or the Term Loans bearing interest at the Euro-Rate Option then such repayment must be in the amounts required by Subsection 2.6d.

     Section 1.06. Amendments to Section 2.5. Section 2.5 of the Existing Credit Agreement is hereby amended as follows:

     (a) Amendment to Section 2.5a. Section 2.5a of the Existing Credit Agreement is hereby amended by deleting the reference therein to “$250,000,000” and substituting in replacement thereof a reference to “$350,000,000”.

     (b) Amendment to Section 2.5c. Section 2.5c of the Existing Credit Agreement is hereby amended (i) by deleting the reference therein to “$125,000,000” in the second sentence of Section 2.5c and substituting in replacement thereof a reference to “$175,000,000”, (ii) by deleting the reference therein to the “Payment Date” in the third sentence of Section 2.5c and substituting in replacement thereof a reference to the “Maturity Date”, and (iii) by deleting the reference therein to “$125,000,000” in the third sentence of Section 2.5c and substituting in replacement thereof a reference to “$175,000,000”.

     (c) Amendment to Section 2.5h. Section 2.5h of the Existing Credit Agreement is hereby amended by deleting the reference therein to “$250,000,000” and substituting in replacement thereof a reference to “$350,000,000”.

     Section 1.07. Amendments to Section 2.6. Section 2.6 of the Existing Credit Agreement is hereby amended as follows:

     (a) Amendment to Section 2.6. The title to Section 2.6 of the Existing Credit Agreement is hereby amended and restated in its entirety to read as follows:

2.6 Long Term Revolving Credit Loan, Short Term Revolving Credit Loan and Term Loan Interest Rates.

     (b) Amendment to Subsection 2.6a(ii). Subsection 2.6a(ii) of the Existing Credit Agreement is hereby amended by deleting the reference therein to the “Payment Date” and substituting in replacement thereof a reference to the “Maturity Date”.

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     (c) Amendment to Add Subsection 2.6a(iii). Section 2.6a of the Existing Credit Agreement is amended by inserting a new Subsection 2.6a(iii) in proper order which shall read as follows:

          Subsection 2.6a(iii) Term Loans. On and after Maturity Date and prior to the Term Loan Maturity Date, in accordance with the provisions of Subsections 2.6c and 2.6d, the Borrower shall have the option of electing from time to time one or more of the interest rate formulas set forth below to be applied by the Banks to amounts then outstanding under Term Loans. The actual interest rates hereunder shall also be adjusted in accordance with Section 2.6b hereof.

     (A) Base Rate Option. Interest under this Option shall accrue at a rate per annum equal to the sum of the Base Rate plus twenty-five (25) basis points (.25%). The actual interest rate in effect under this Option shall be adjusted on the effective date of any change in the Base Rate.

     (B) Euro-Rate Option. Interest under this Option shall accrue for any Euro-Rate Interest Period selected at a rate per annum equal to the sum of the Euro-Rate plus the Applicable Term Loan Margin, and shall be adjusted as of the date of any change of Ratings, if necessary.

     (d) Amendment to Section 2.6c. Section 2.6c of the Existing Credit Agreement is amended and restated in its entirety to read as follows:

2.6c Interest Rate Option Elections. The Borrower shall have the option to elect to have all or any Portion of the Dollar funded Long Term Revolving Credit Loans, the Short Term Revolving Credit Loans or the Term Loans to bear interest at either the Base Rate Option or the Euro-Rate Option, subject, however to the other provisions of this Agreement. Notice of the Borrower’s election shall be made to the Agent orally or in writing by 10:00 a.m. (Pittsburgh, Pennsylvania time) at least (i) except as set forth in Subsection 2.5g hereof, on the proposed effective date of such election, if such election is the election of the Base Rate Option; and, (ii) three (3) Business Days prior to the proposed effective date of such election, if such election is the election of the Euro-Rate Option. Each such notice of election shall specify the Option and the amount of the Long Term Revolving Credit Loans, Short Term Revolving Credit Loans or Term Loans to bear interest at such Option, and in the case of the selection of the Euro-Rate Option, the Interest Period therefor. Upon receipt of each such notice from the Borrower, the Agent shall promptly notify each of the Banks. Any oral notice of election hereunder shall be followed immediately by the Borrower’s written confirmation of such interest rate election. Elections of or conversions to the Base Rate Option shall continue in effect until converted as herein set forth. Elections of, conversions to or renewals of the Euro-Rate Option shall expire as to each such Option at the expiration of the applicable Interest Period; provided, however, that in relation to any Long Term Revolving Credit Loans, no Interest Period for the Euro-Rate Option may be

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elected, converted or renewed if such Interest Period will extend beyond the Termination Date or so long as an Event of Default has occurred and is continuing; provided further, that in relation to any Short Term Revolving Credit Loans, no Interest Period for the Euro-Rate Option may be elected, converted or renewed if such Interest Period will extend beyond the Maturity Date or so long as an Event of Default has occurred and is continuing; and provided further, that in relation to any Term Loans, no Interest Period for the Euro-Rate Option may be elected, converted or renewed if such Interest Period will extend beyond the Term Loan Maturity Date or so long as an Event of Default has occurred and is continuing. Any Portion of any Dollar funded Loan outstanding for which no Interest Rate Option election has been made shall bear interest at the Base Rate Option. Any Segment of any Loan bearing interest at the Euro-Rate, for which no Euro-Rate Interest Period has been made shall have a Euro-Rate Interest Period of one month. Each Segment of each Optional Currency funded Long Term Revolving Credit Loan shall bear interest at the Euro-Rate Option, subject, however, to the other provisions of this Agreement.

     (e) Amendment to Section 2.6d. Section 2.6d of the Existing Credit Agreement is amended and restated in its entirety to read as follows:

2.6d Limitation on Election of Euro-Rate Options. Each election of the Euro-Rate Option for a Portion of the Long Term Revolving Credit Loans, Short Term Revolving Credit Loans or Term Loans bearing interest at the Euro-Rate Option must be in the minimum principal amount of $5,000,000 (or, in the case of Long Term Revolving Credit Loans funded in an Optional Currency, the Dollar Equivalent thereof) or, if in excess of $5,000,000 (or the Dollar Equivalent thereof), in integral multiples of $1,000,000 (or the Dollar Equivalent thereof). Any minimum amount of an election of the Euro-Rate Option hereunder may be comprised, in whole or in part, of (i) existing Long Term Revolving Credit Loans, Short Term Revolving Credit Loans or Term Loans bearing interest at the Base Rate Option or the Euro-Rate Option (provided the Interest Period relating thereto shall expire immediately prior to the commencement of the new Interest Period), (ii) the previously undisbursed portion of the Long Term Revolving Credit Commitment or the Short Term Revolving Credit Commitment or (iii) any combination of the amounts described in the immediately preceding items (i) and (ii), as applicable. At no time during the term hereof may there be more than six (6) separate Interest Periods in effect relating to Long Term Revolving Credit Loans and no more than six (6) separate Interest Periods for Short Term Revolving Credit Loans or Term Loans.

     Section 1.08. Amendment to Section 2.10a. Section 2.10a of the Existing Credit Agreement is hereby amended by deleting the reference therein to “$125,000,000” and substituting in replacement thereof a reference to “$175,000,000”.

     Section 1.09. Amendment to Section 2.13. Section 2.13 of the Existing Credit Agreement is amended and restated in its entirety to read as follows:

2.13 Interest Payment Dates. Interest due on all outstanding Long Term Revolving Credit Loans, Short Term Revolving Credit Loans, Bid Rate Loans and Term Loans hereunder shall be payable in arrears: (i) with respect to each Base Rate Segment, (A) on the last Business Day of each March, June, September and December, (B) at maturity whether by acceleration or otherwise and (C) after maturity, on demand until paid in full; (ii) with respect to each Euro-Rate Segment, (A) on the last day of each Euro-Rate Interest Period (provided, however, if the Interest Period chosen for any

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Euro-Rate Segment exceeds three (3) months, interest on that Euro-Rate Segment shall be due and payable every three (3) months during such Interest Period and on the last day of such Interest Period), (B) at maturity, whether by acceleration or otherwise, (C) on the Termination Date, the Maturity Date or Term Loan Maturity Date, as applicable, including amounts, if any, due pursuant to Section 2.7e hereof and (D) after maturity, on demand until paid in full; and (iii) with respect to each Bid Rate Loan, (A) on the last day of the Bid Rate Interest Period (provided, however, if the Interest Period chosen for any Bid Rate Loan exceeds ninety (90) days, interest on that Bid Rate Loan shall be due and payable every ninety (90) days during such Interest Period), (B) at maturity, whether by acceleration or otherwise and (C) after maturity, on demand until paid in full.

     Section 1.10. Amendment to Section 2.15. Section 2.15 of the Existing Credit Agreement is amended and restated in its entirety to read as follows:

2.15 Loan Account. The Agent shall open and maintain on its books a Loan Account in the name of the Borrower, with respect to Disbursements made or Term Loans extended, repayments, the computation and payment of interest, the Facility Fee, the Agent’s Fee, the Bid Rate Administration Fee, the Letter of Credit Fee, the Fronting Fee, the Optional Currency Fee, the Utilization Fee and the computation of other amounts due and sums paid to the Banks and the Agent pursuant to this Article II. Except in the case of manifest error in computation, such Loan Account shall be conclusive and binding on the Borrower as to the amount at any time due to the Banks and the Agent from the Borrower pursuant to this Article II.

     Section 1.11. Amendments to Section 2.16. Section 2.16 of the Existing Credit Agreement is hereby amended to read as follows:

     (a) Amendment to Section 2.16b. Section 2.16b of the Existing Credit Agreement is hereby amended and restated in its entirety to read as follows:

2.16b Facility Fee. The Borrower shall pay to the Agent, for the benefit of the Banks, (i) on September 30, 2000, and quarterly in arrears thereafter on the last day of each March, June, September and December prior to the Termination Date, and on the Termination Date, the Facility Fee at the Long Term Facility Fee Rate times the entire amount of the Long Term Revolving Credit Commitment as of the Date of Determination, (ii) on September 30, 2000, and quarterly in arrears thereafter on the last day of each March, June, September and December prior to the Maturity Date and on the Maturity Date, the Facility Fee at the Short Term Facility Fee Rate times the entire amount of the Short Term Revolving Credit Commitment as of the Date of Determination and (iii) quarterly in arrears on the last day of each March, June, September and December occurring after the Maturity Date and prior to the Term Loan Maturity Date and on the Term Loan Maturity Date, the Facility Fee at the Short Term Facility Fee Rate times the outstanding balance of the Term Loans as of the Date of Determination. On any date that a payment of the Facility Fee is due, such Facility Fee shall be deemed calculated and payable immediately prior to any reduction of a Commitment scheduled for such day or any payments of the Term Loan made on such date. The first payment hereunder shall be only for the actual number of days elapsed between the Restatement

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Closing Date and September 30, 2000. Any accrued and unpaid Facility Fees under the Original Credit Agreement existing on the Restatement Closing Date shall be due and payable on the Restatement Closing Date. Notwithstanding the foregoing provisions hereof, any accrued and unpaid Facility Fees outstanding on and as of the Amendment No. 6 Closing Date shall be due and payable on the Amendment No. 6 Closing Date. The first payment of the Facility Fee hereunder after the Amendment No. 6 Closing Date shall accrue for the actual number of days elapsed between the Amendment No. 6 Closing Date and September 30, 2002.

     (b) Amendment to Section 2.16d. Section 2.16d of the Existing Credit Agreement is hereby amended by adding the following two sentences to the end of Section 2.16d:

“Notwithstanding the foregoing provisions hereof, any accrued and unpaid Letter of Credit Fees and Fronting Fees outstanding on and as of the Amendment No. 6 Closing Date shall be due and payable on the Amendment No. 6 Closing Date. The first payment of the Letter of Credit Fees and Fronting Fees hereunder after the Amendment No. 6 Closing Date shall accrue for the actual number of days elapsed between the Amendment No. 6 Closing Date and September 30, 2002.”

     (c) Amendment to Section 2.16f. Section 2.16f of the Existing Credit Agreement is hereby amended by adding the following two sentences to the end of Section 2.16f:

“Notwithstanding the foregoing provisions hereof, any accrued and unpaid Utilization Fees outstanding on and as of the Amendment No. 6 Closing Date shall be due and payable on the Amendment No. 6 Closing Date. The first payment of the Utilization Fees hereunder after the Amendment No. 6 Closing Date shall accrue for the actual number of days elapsed between the Amendment No. 6 Closing Date and September 30, 2002.”

     Section 1.12. Deletion of Section 2.23. The Existing Credit Agreement is hereby amended to delete therefrom Section 2.23 in its entirety.

     Section 1.13. Amendment to Section 3.1b. Section 3.1b of the Existing Credit Agreement is hereby amended to add the following sentence to the beginning of such Section 3.1b:

“Schedule 3.1b attached hereto sets forth each of the Subsidiaries of the Borrower in existence as of the Amendment No. 6 Closing Date.”

     Section 1.14. Amendment to Section 3.4 . Section 3.4 of the Existing Credit Agreement is hereby amended and restated in its entirety to read as follows:

3.4 Financial Statements. Copies of the Borrower’s consolidated audited financial statements as at December 31, 2001, certified by independent certified public accountants and prepared in conformity with GAAP applied on a basis consistent with that of the preceding fiscal year and period, and its unaudited consolidated financial

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statement as at March 31, 2002 and June 30, 2002, have been furnished to each of the Banks, and (a) each statement presents fairly (x) the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the results of their operations for the period then ended and (y) the transactions in its Consolidated stockholders’ equity accounts, including changes in net unrealized appreciation for the period then ended, and (b) the Borrower has fully complied with the certification requirements set forth in (x) Section 906 of the Sarbanes-Oxley Act of 2002 for the period ended June 30, 2002, and (y) that certain SEC Order dated June 27, 2002 File No. 4-460 Order Requiring the Filing of Sworn Statements Pursuant to Section 21(a)(1) of the Securities Exchange Act of 1934. There are no material liabilities, direct or indirect, fixed or contingent, of the Borrower or its Subsidiaries as of December 31, 2001 which are not reflected therein or noted thereon. Since December 31, 2001, there has been no material adverse change in the financial condition of the Borrower.

     Section 1.15. Amendment to Section 3.15. The Existing Credit Agreement is hereby amended by deleting the first sentence of Section 3.15 and substituting in replacement thereof the following sentence:

“No event has occurred and is continuing and no condition exists or will exist after giving effect to the borrowings to be made, or the continuation of the Loans outstanding, on the Restatement Closing Date or the Amendment No. 6 Closing Date, as applicable, under the Loan Documents which constitutes an Event of Default. “

     Section 1.16. Amendment to Section 3.19. Section 3.19 of the Existing Credit Agreement is hereby amended and restated in its entirety to read as follows:

3.19 Solvency. On the Restatement Closing Date, the Amendment No. 6 Closing Date, each date of a Disbursement or the issuance, renewal or extension of a Letter of Credit, and the Maturity Date, if the Borrower elects the Term-Out Option, the Borrower is, on a Consolidated basis, Solvent.

     Section 1.17. Amendment to Section 3.21. Section 3.21 of the Existing Credit Agreement is hereby amended by deleting the last sentence of Section 3.21 and substituting in replacement thereof the following sentence:

“There is no fact known to the Borrower which materially and adversely affects or in the future may (so far as the Borrower now foresees) materially and adversely affect the business, operations, affairs, condition, prospects, properties or assets of the Borrower or any of its Subsidiaries which has not been set forth in this Agreement or in the other documents, certificates and statements (financial or otherwise) furnished to the Banks by or on behalf of the Borrower prior to or on the Restatement Closing Date or the Amendment No. 6 Closing Date.”

     Section 1.18. Amendment to Add a New Section 6.3. The Existing Credit Agreement is hereby amended by inserting a new Section 6.3 in proper order which shall read as follows:

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6.3 Conditions Precedent to Term-Out Option. In addition to the satisfaction of the conditions precedent set forth in Section 2.2f, the obligation of each Bank to convert the outstanding Short Term Revolving Credit Loans to Term Loans is subject to the performance by the Borrower of all of its obligations under this Agreement and to the satisfaction of each of the following conditions precedent:

          (i) Receipt by the Agent of a written request for conversion that complies with Section 2.2f hereof;

          (ii) Receipt by the Agent for redelivery to the Banks of a fully executed Term Note in the appropriate stated amount made payable to each Bank;

          (iii) A copy of the corporate action of the Borrower certified by the Secretary or Assistant Secretary of the Borrower to authorize the execution and delivery of, and performance under, the Term Notes and any proposed amendment to this Agreement as of the Maturity Date and other such documents and certificates to be executed and delivered by the Borrower on the Maturity Date;

          (iv) Receipt by the Agent of a certificate of the secretary or assistant secretary of the Borrower certifying the names of the persons who are authorized to sign on behalf of the Borrower the Term Notes and any proposed amendment to this Agreement to be executed and delivered on the Maturity Date, and all other documents and certificates to be delivered at such time, together with the true signatures of such persons;

          (v) Receipt by the Agent of good standing certificates and no lien certificates for the Borrower from the Secretary of State of the States of Delaware, Ohio, and each other jurisdiction where the Borrower is required to be qualified or licensed to do business, each dated not more than forty-five (45) days prior to the Maturity Date;

          (vi) Receipt by the Agent of a certificate of the Chief Financial Officer of the Borrower certifying that the statements set forth in clauses (vii), (viii) and (ix) of this Section 6.3, as of the Maturity Date, are true and correct;

          (vii) The fact that, at the time of such conversion, no Event of Default and no event which, with the giving of notice or lapse of time or both would become such an Event of Default, shall have occurred and be continuing;

          (viii) The fact that, at the time of such conversion, the Borrower is in compliance with each of the financial covenants set forth in Sections 5.1 and 5.2 then applicable;

          (ix) The fact that at the time of such conversion, the representations and warranties contained in this Agreement are deemed remade as of the Maturity Date and shall be true and correct in all material respects on and as of the date the Maturity Date;

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          (x) The fact that at the time of such conversion, the Borrower shall be deemed to represent and warrant (1) that the financial statements contained in the Form 10-K and Form 10-Q of the Borrower most recently filed with the SEC fairly present (a) the Consolidated financial condition of the Borrower and its Subsidiaries as at the dates set forth in such Form 10-K and Form 10-Q and the results of their operations for the period covered by such Form 10-K and Form 10-Q, and (b) the transactions in its Consolidated stockholders’ equity accounts, including changes in net unrealized appreciation for the period then ended as of the dates set forth in such Form 10-K and Form 10-Q, (2) that there are no material liabilities, direct or indirect, fixed or contingent, of the Borrower or its Subsidiaries as of the date of the Consolidated balance sheet set forth in the Form 10-K of the Borrower most recently filed with the SEC which are not reflected therein or noted thereon, and (3) that since the date of the consolidated balance sheet set forth in the Form 10-K of the Borrower most recently filed with the SEC, there has been no material adverse change in the financial condition of the Borrower; and the Borrower will deliver to the Agent a certificate to such effect; and

          (xi) There shall be delivered to the Agent for the benefit of each Bank a written opinion of counsel for the Borrower, dated the Maturity Date and in form and substance reasonably satisfactory to the Agent and its counsel.

The exercise of the Term-Out Option by the Borrower shall be deemed on and as of the Maturity Date to be, as of such date, a representation and warranty by the Borrower as to the facts specified in items (vii), (viii), (ix) and (x) of this Section 6.3.

     Section 1.19. Amendment to Section 8.11. Section 8.11 of the Existing Credit Agreement is hereby amended by deleting the last sentence of Section 8.11 and substituting in replacement thereof the following sentence:

“Any Bank receiving any such amount shall purchase for cash from the other Banks an interest in their Long Term Revolving Credit Notes and their Short Term Revolving Credit Notes or Term Notes, as applicable, in such amount as shall result in a pro rata participation by each of the Banks in the aggregate unpaid amount of all outstanding Long Term Revolving Credit Notes, Short Term Revolving Credit Notes or Term Notes, as applicable, then held by the Banks; provided that if all or any portion of such amount is hereafter recovered from such Bank, such purchase shall be rescinded and the purchase price restored to the extent of such recovery without interest except as required by law or by any judgment or settlement relating to such recovery.”

     Section 1.20. Amendment to Add a New Section 8.13. The Existing Credit Agreement is hereby amended by inserting to add a new Section 8.13 in proper order which shall read as follows:

8.13 Syndication and Documentation Agents. None of the Banks identified herein as the “Syndication Agent” or the “Documentation Agent” shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Banks as such. Each Bank acknowledges that it has not relied, and will

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not rely, on any of the Banks identified as the Syndication Agent or the Documentation Agent in deciding to enter into this Agreement or in taking action hereunder.

     Section 1.21. Amendment to Section 9.2. Section 9.2 of the Existing Credit Agreement is hereby amended and restated in its entirety to read as follows:

9.2 Amendments. No amendment or waiver of any provision of this Agreement or the Notes, nor consent to any departure therefrom by the Borrower shall be effective unless the same shall be in writing and signed by the Borrower, the Agent and the Required Banks, and then such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent, unless in writing and signed by the Agent and all of the Banks, shall do any of the following: (a) increase the Long Term Revolving Credit Commitment of any Bank or the maximum aggregate principal amount of the Long Term Revolving Credit Notes, (b) increase the Short Term Revolving Credit Commitment of any Bank or the maximum aggregate principal amount of the Short Term Revolving Credit Notes, (c) authorize the issuance of Term Notes in excess of the aggregate principal amount of the Short Term Revolving Credit Loans outstanding on the Maturity Date, (d) reduce the principal of, alter the formulas for calculating interest on, the Notes or reduce any fees hereunder, (e) postpone any date fixed for any payment of principal of, or interest on, the Notes, any Facility Fee, any Letter of Credit Fee, any Fronting Fee, any Optional Currency Fee, the Agent’s Fee, the Bid Rate Administration Fee, the Utilization Fee or any of the obligations of the Borrower set forth in Article II, (f) amend the definition of Required Banks, (g) amend this Section 9.2 or (h) amend any section hereof which by its terms requires consent of all of the Banks. No amendment modification or waiver which would adversely affect the interest rights or obligation of the Agent shall be made without the consent of the Agent. In the case of any waiver or consent relating to any provision of this Agreement, the parties shall be restored to their former positions and rights hereunder (unless otherwise expressly set forth therein), and the Event of Default so waived or consented to shall be deemed to be cured and not continuing; but no such waiver or consent shall extend to any subsequent or other Event of Default or impair any right consequent thereon.

     Section 1.22. Amendment to Section 9.4. Section 9.4 of the Existing Credit Agreement is hereby amended and restated in its entirety to read as follows:

9.4 Certain Taxes. The Borrower agrees to pay, and save the Agent and the Banks harmless from, all liability for any stamp or other taxes which may be payable with respect to the execution or delivery of this Agreement, the Long Term Revolving Credit Notes, the Short Term Revolving Credit Notes, the Bid Rate Notes, the Term Notes, the Letters of Credit or any other documents, instruments or transactions pursuant to or in connection herewith or therewith, which obligation shall survive the termination of this Agreement.

     Section 1.23. Amendment to Section 9.8. Section 9.8 of the Existing Credit Agreement is hereby amended and restated in its entirety to read as follows:

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9.8 Covenants to Survival. Until payment in full of the Bank Indebtedness and the termination of the Long Term Revolving Credit Commitment and the Short Term Revolving Credit Commitment and the expiration or cancellation of all Letters of Credit, all representations, warranties, covenants and agreements of the Borrower contained herein or made in writing in connection herewith shall survive the advances of money made by the Banks to the Borrower hereunder and the delivery of any and all of the Notes or the Letters of Credit and all such representations, warranties, covenants and agreements shall inure to the benefit of the successors and assigns of the Banks and the Agent, whether or not so expressed.

     Section 1.24. Amendment to Section 9.11. Section 9.11 of the Existing Credit Agreement is hereby amended and restated in its entirety to read as follows:

9.11 Governing Law. This Agreement and each of the Notes shall each be a contract made under and governed by the laws of the Commonwealth of Pennsylvania, without regard to the provisions thereof regarding conflicts of law.

     Section 1.25. Amendment to Section 9.12. Section 9.12 of the Existing Credit Agreement is hereby amended as follows.

     (a) Amendment to Section 9.12a. Section 9.12a of the Existing Credit Agreement is hereby amended by deleting the second sentence of Section 9.12a(ii) and substituting in replacement thereof the following sentence:

     “The funding of a Loan by an SPC hereunder shall utilize the Long Term Revolving Credit Commitment, the Short Term Revolving Credit Commitment or the commitment to convert Short Term Revolving Credit Loans to Term Loans under the Term-Out Option of the Granting Bank to the same extent, and as if, such Loan were funded by such Granting Bank.”

     (b) Amendment to Section 9.12b. Section 9.12b of the Existing Credit Agreement is hereby amended and restated in its entirety to read as follows:

9.12b Participations. Any Bank may, in the ordinary course of its commercial banking business and in accordance with applicable law, at any time sell to one or more Participants participating interests in any Long Term Revolving Credit Loan, Short Term Revolving Credit Loan, Term Loan, Bid Rate Loan or Letter of Credit owing to such Bank, the interest of such Bank in any Long Term Revolving Credit Note, Short Term Revolving Credit Note, Term Note, Bid Rate Note or Letter of Credit of such Bank, or any other interest of such Bank hereunder. In the event of any such sale by a Bank of participating interests to a Participant, such Bank’s obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Bank shall remain solely responsible for the performance thereof, such Bank shall remain the holder of any such Long Term Revolving Credit Note, Short Term Revolving Credit Note, Term Note, Bid Rate Note or Letter of Credit for all purposes under this Agreement (including voting rights hereunder), and the Borrower and the Agent shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and obligations under this

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Agreement. As between any Bank and its Participant, the Participant’s ability to direct such Bank to vote shall be limited to (i) an increase in the Long Term Revolving Credit Commitment or Short Term Revolving Credit Commitment, (ii) an increase in the aggregate amount of Term Loans outstanding in excess of the Term Loans authorized pursuant to the Term-Out Option as set forth in the Amendment No. 6, (iii) a reduction in the interest rate or fees due the Banks, and (iv) a postponement or reduction of the scheduled payments of principal or interest.

     Section 1.26. Amendment to Add a New Section 9.18. The Existing Credit Agreement is hereby amended by inserting a new Section 9.18 in proper order which shall read as follows:

9.18 Amendment and Restatement of Certain Notes. On the Amendment No. 6 Closing Date, the Amendment No. 6 Existing Banks shall deliver to the Agent all existing Long Term Revolving Credit Notes, Short Term Revolving Credit Notes and Bid Rate Notes and shall authorize the Agent to mark such notes as “paid by substitution”. Upon receipt of all existing Long Term Revolving Credit Notes, Short Term Revolving Credit Notes and Bid Rate Notes, the Agent shall mark such notes as “paid by substitution” and shall deliver them to the Borrower. The Borrower, in accordance with Section 3.05 of the Amendment No. 6, shall, on the Amendment No. 6 Closing Date, deliver to the Agent new fully executed Long Term Revolving Credit Notes, Short Term Revolving Credit Notes and Bid Rate Notes, in form and substance satisfactory to the Agent and its counsel.

     Section 1.27. Amendment to Add a New Section 9.19. The Existing Credit Agreement is hereby amended by inserting a new Section 9.19 in proper order which shall read as follows:

9.19 Joinder to Agreement on Amendment No. 6 Closing Date; Assignment of Interests Outstanding on Amendment No. 6 Closing Date.

          (i) By executing and delivering this Agreement, each of KeyBank National Association, The Bank of Nova Scotia and ABN AMRO Bank, N.V. (each an “Amendment No. 6 Joining Bank”) hereby agrees to be bound by the terms and conditions of the Existing Credit Agreement, as amended hereby. Each Amendment No. 6 Joining Bank hereby acknowledges and agrees that each of its Long Term Revolving Credit Commitment, Short Term Revolving Credit Commitment and Pro Rata share is set forth opposite its signature to the Amendment No. 6.

          (ii) By executing and delivering the Amendment No. 6, the Borrower, the Agent and the Amendment No. 6 Existing Banks consent to the joinder of each of the Amendment No. 6 Joining Banks as a party to this Agreement as a lender and each of the Amendment No. 6 Joining Banks shall have the full benefits of this Agreement. On and after the Amendment No. 6 Closing Date, the term “Bank” shall include each of the Amendment No. 6 Joining Banks and their successors and assigns.

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          (iii) On and as of the Amendment No. 6 Closing Date, each of the Amendment No. 6 Existing Banks (on a pro rata basis) hereby agrees to sell without recourse, and each of the Amendment No. 6 Joining Banks hereby agrees to purchase without recourse, such an interest in the then outstanding Long Term Revolving Credit Loans, outstanding Short Term Revolving Credit Loans and the outstanding Letters of Credit (as such terms are defined in the Existing Credit Agreement) as is required to give each of the Amendment No. 6 Joining Banks its Pro Rata share of the Long Term Revolving Credit Loans, Short Term Revolving Credit Loans and risk participations in outstanding Letters of Credit existing on or as of the opening of business on the Amendment No. 6 Closing Date.

     Section 1.28. Exhibits. The Existing Credit Agreement is hereby amended by adding to the Existing Credit Agreement a new Exhibit “H” the form of which is attached hereto as Exhibit “H”.

     Section 1.29. Schedules. The Existing Credit Agreement is hereby amended by adding to the Existing Credit Agreement a new Schedule 3.1b the form of which is attached hereto as Schedule 3.1b.

     Section 1.30. Amendment to Bank Signature Pages. The Existing Credit Agreement is hereby amended by deleting the information relating to each Bank’s respective participation in the various commitments under the Existing Credit Agreement and their respective addresses for notice and Euro-Rate Funding purposes and substituting in replacement thereof all of the corresponding information set forth on each Bank’s signature page to this Amendment No. 6.

     Section 1.31. No Other Amendments. The amendments to the Existing Credit Agreement set forth above do not either implicitly or explicitly alter, waive or amend, except as expressly provided in this Amendment No. 6, the provisions of the Existing Credit Agreement. The amendments set forth above do not waive, now or in the future, compliance with any other covenant, term or condition to be performed or complied with nor does it impair any rights or remedies of the Banks or the Agent under the Existing Credit Agreement with respect to any such violation.

ARTICLE II
BORROWER’S SUPPLEMENTAL REPRESENTATIONS

     As an inducement to the Banks and the Agent to enter into this Amendment No. 6, the Borrower hereby represents and warrants that:

     Section 2.01. Incorporation by Reference. The Borrower hereby repeats herein and remakes as of the date hereof for the benefit of the Banks and the Agent, the representations and warranties made by the Borrower in Article III of the Existing Credit Agreement, as amended hereby, except that for purposes hereof such representations and warranties shall be deemed to extend to and cover this Amendment No. 6.

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     Section 2.02. Corporate Authority. The Borrower is duly authorized to execute and deliver this Amendment No. 6 and the Notes to be executed and delivered herewith; all necessary corporate action to authorize the execution and delivery of this Amendment No. 6 and such Notes has been properly taken; and it is and will continue to be duly authorized to borrow hereunder and to execute and deliver such Notes and to perform all of the other terms and provisions of this Amendment No. 6.

     Section 2.03. Validity of this Amendment No. 6 and the Notes. The execution and delivery of this Amendment No. 6 does not, and the borrowings contemplated by this Amendment No. 6, the execution and delivery of the Notes with respect thereto, and the performance by the Borrower of its obligations under this Amendment No. 6, the Existing Credit Agreement as amended hereby and the Notes will not contravene any provision of law, of the Borrower’s Restated Certificate of Incorporation or Bylaws, or the provisions of any agreement to which the Borrower is a party or by which the Borrower is bound; this Amendment No. 6 constitutes the legal, valid and binding obligation of the Borrower enforceable in accordance with its terms; and the Notes, when duly executed on behalf of the Borrower and delivered in accordance with this Amendment No. 6 will constitute the legal, valid and binding obligations of the Borrower enforceable in accordance with their respective terms.

ARTICLE III
MISCELLANEOUS

     Section 3.01. Ratification of Terms. This Amendment No. 6 shall be construed in connection with and as part of the Existing Credit Agreement; and the Existing Credit Agreement is hereby amended and modified to include this Amendment No. 6. Except as expressly amended by this Amendment No. 6, the Existing Credit Agreement and each and every representation, warranty, covenant, term and condition contained therein is specifically ratified and confirmed.

     Section 3.02. References. All notices, communications, agreements, certificates, documents or other instruments executed and delivered after the execution and delivery of this Amendment No. 6 may refer to the Existing Credit Agreement without making specific reference to this Amendment No. 6, but nevertheless all such references shall include this Amendment No. 6 unless the context requires otherwise.

     Section 3.03. Counterparts. This Amendment No. 6 may be executed in any number of counterparts, and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment No. 6 by telecopier shall be effective as of delivery of a manually executed counterpart of this Amendment No. 6.

     Section 3.04. Capitalized Terms. Except for proper nouns and as otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to them in the Existing Credit Agreement, as amended hereby.

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     Section 3.05. Conditions Precedent. It shall be a condition precedent to the effectiveness of this Amendment No. 6 and to the amendment of terms of the Existing Credit Agreement as herein set forth that:

          (i)  The Agent shall have received on behalf of the Banks, on or before the Amendment Effective Date (as hereinafter defined) the following items, each, unless otherwise indicated, dated on or before the Amendment Effective Date and in form and substance satisfactory to the Agent and its counsel:

               (A)  A duly executed counterpart original of this Amendment No. 6 and the other Loan Documents, including the Notes to be executed and delivered in connection with this Amendment No. 6, shall have been duly executed and delivered by the Borrower and each Bank to the Agent for the benefit of the Banks and the Agent;

               (B)  A copy of the corporate action of the Borrower certified by the Secretary or Assistant Secretary of the Borrower to authorize the execution and delivery of, and performance under, this Amendment No. 6 and the other Amendment No. 6 Loan Documents to which it is a party;

               (C)  A certificate of the secretary or assistant secretary of the Borrower certifying the names of the persons authorized to sign on behalf of the Borrower this Amendment No. 6 and the other Amendment No. 6 Loan Documents to which it is a party, and all other documents and certificates delivered hereunder together with the true signatures of such persons; and

               (D)  A certificate of the Chief Financial Officer of the Borrower certifying that the statements set forth in Section 3.05(ii) of this Amendment No. 6, as of the Amendment No. 6 Closing Date, are true and correct;

          (ii)  The following statements shall be true and correct on the Amendment Effective Date and the Agent shall have received a certificate signed by an authorized officer of the Borrower, dated the Amendment Effective Date, stating that:

               (A)  the representations and warranties contained in Section 2.01 of this Amendment No. 6 and in the other Loan Documents, as amended hereby, with respect to the Borrower are true and correct on and as of the Amendment Effective Date as though made on and as of such date;

               (B)  no Event of Default, or event which, with the passage of time or the giving of notice or both, would become an Event of Default, has occurred and is continuing, or would result from the execution of this Amendment No. 6; and

               (C)  the Borrower has in all material respects performed all agreements, covenants and conditions required to be performed on or prior to the date hereof under the Agreement and the other Loan Documents;

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          (iii)  Receipt by the Agent within 30 days of the Amendment No. 6 Closing Date of good standing certificates and no lien certificates for the Borrower from the Secretary of State of the States of Delaware, Ohio, and each other state in which the Borrower is required to be authorized or licensed to do business, respectively, each dated not more than forty-five (45) days prior to the Amendment No. 6 Closing Date;

          (iv)  The Borrower shall deliver evidence acceptable to the Agent that adequate insurance in compliance with Section 4.5 of the Existing Credit Agreement is in full force and effect;

          (v)  The making and/or continuation of any Loan or the issuance or maintenance of a Letter of Credit shall not contravene any Law applicable to the Borrower, the Agent or any Bank;

          (vi)  No action, suit, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any court or other Governmental Person with respect to the Borrower, any Subsidiary of the Borrower or this Amendment No. 6, the Agreement, the other Loan Documents or the consummation of the transactions contemplated hereby or thereby to enjoin, restrain or prohibit, or to obtain damages in respect of, the Borrower’s performance under this Amendment No. 6, the Agreement or any other Loan Documents or the consummation of the transactions contemplated hereby or thereby;

          (vii)  Except for events disclosed in the Borrower’s Annual Report on Form 10-K for the year ended December 31, 2001, and for Quarterly Reports on Form 10-Q for the quarters ended March 31, 2002 and June 30, 2002, no event has occurred to the Borrower which would reasonably be likely to have a Material Adverse Effect on the Borrower; and there shall be delivered to the Agent for the benefit of each Bank and the Agent a certificate dated the Amendment Effective Date and signed by the Chief Executive Officer, President, Chief Financial Officer or Vice President of the Borrower to such effect;

          (viii)  Except as set forth in Forms 10-K, 10-Q, 8-K or S-4 most recently filed with the SEC, there is no litigation or governmental proceedings pending or threatened against the Borrower or any Subsidiary the results of which, if adversely determined, would reasonably be likely to have a Material Adverse Effect on the Borrower and its Consolidated Subsidiaries; and there shall be delivered to the Agent for the benefit of each Bank and the Agent a certificate dated the Amendment Effective Date and signed by the Chief Executive Officer, President, Chief Financial Officer or Vice President of the Borrower to such effect;

          (ix)  All matters and circumstances set forth as qualifications, limitations, exceptions, additional matters or other materials set forth in the Schedules hereto provided by or on behalf of the Borrower or its Subsidiaries shall be acceptable to the Agent and the Banks in their reasonable discretion;

          (x)  There shall be delivered to the Agent for the benefit of each Bank a written opinion of counsel for the Borrower, dated the Amendment Effective Closing Date and in form and substance reasonably satisfactory to the Agent and its counsel;

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          (xi)  All legal details and proceedings in connection with the transactions contemplated by this Agreement and the other Loan Documents shall be in form and substance satisfactory to the Agent and its counsel, and the Agent shall have received all such other counterpart originals or certified or other copies of such documents and proceedings in connection with such transactions, in form and substance reasonably satisfactory to the Agent and said counsel, as the Agent or said counsel may reasonably request;

          (xii)  Payment to the Agent (for delivery to the appropriate parties) of all closing fees required by the Agent, PNC Capital Markets, Inc., and the Banks in connection with this Amendment;

          (xiii)  Payment to the Agent for delivery to the appropriate Lender of all accrued and unpaid interest, Facility Fees, Letter of Credit Fees, Fronting Fees and Utilization Fees on and as of the Amendment No. 6 Closing Date; and

          (xiv)  For purposes of this Amendment No. 6, upon completion of the conditions set forth above in this Section 3.05, the term “Amendment Effective Date” shall mean, and the effective date of this Amendment No. 6 shall be deemed to be, August 29, 2002.

     Section 3.06. Amendment Effective Date. From and after the Amendment Effective Date, all references in the Existing Credit Agreement and each of the other Loan Documents to the Agreement shall be deemed to be references to the Existing Credit Agreement as amended hereby.

     Section 3.07. Certain Taxes. The Borrower agrees to pay, and save the Agent and the Banks harmless from, all liability for any stamp or other taxes which may be payable with respect to the execution of this Amendment No. 6, the other Amendment No. 6 Loan Documents or any other documents, instruments or transactions pursuant to or in connection herewith or therewith, which obligation shall survive the termination of this Amendment No. 6.

     Section 3.08. Costs and Expenses. The Borrower hereby agrees to pay all reasonable out-of-pocket costs and expenses of the Agent (including, without limitation, the reasonable fees and the disbursements of the Agent’s special counsel, Tucker Arensberg, P.C.) in connection with the preparation, execution and delivery of this Amendment No. 6 and the related documents.

     Section 3.09. Severability. Any provision of this Amendment No. 6 which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or enforceability without invalidating the remaining portions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.

     Section 3.10. Governing Law. Amendment No. 6 shall be a contract made under and governed by the laws of the Commonwealth of Pennsylvania, without regard to the provisions thereof regarding conflicts of law.

     Section 3.11. Headings. The headings of this Amendment No. 6 are for purposes of reference only and shall not limit or otherwise affect the meaning thereof.

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     IN WITNESS WHEREOF, the parties hereto, with the intent to be legally bound hereby, have caused this Amendment No. 6 to be duly executed by their proper and duly authorized officers as of the day and year first above written.

		BORROWER:
ATTEST	(SEAL)	COOPER TIRE & RUBBER COMPANY, a Delaware corporation
By:   Name:   Title:	/s/  Richard N. Jacobson Richard N. Jacobson Assistant Secretary	By:   Name:   Title:	/s/ S. O. Schroeder S. O. Schroeder Treasurer
By:   Name:   Title:	/s/ Janice K. Grubb Janice K. Grubb Executive Legal Secretary	By:   Name:   Title:	/s/ C. F. Nagy C. F. Nagy Ass’t Treasurer
		AGENT:
			PNC BANK, NATIONAL ASSOCIATION, in its capacity as Agent
		By:   Name:   Title:	/s/ Joseph G. Moran Joseph G. Moran Vice President

[SIGNATURE PAGES OF BANKS ON THE FOLLOWING PAGES]

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     IN WITNESS WHEREOF, intending to be legally bound hereby, the undersigned Bank has caused this Amendment No. 6 by and among COOPER TIRE & RUBBER COMPANY as the Borrower, the Financial Institutions Party thereto, as the Banks, and PNC BANK, NATIONAL ASSOCIATION, as the Agent, to be executed by its duly authorized officers as of the date first above written.

Maximum Dollar Amount of Long Term	NATIONAL CITY BANK
Revolving Credit Commitment      $24,000,000
Long Term Revolving Credit Commitment	By: /s/James C. Ritchie
Percentage	Name: James C. Ritchie
13.714285714%	Title: Vice President
Maximum Dollar Amount of Short Term
Revolving Credit Commitment      $24,000,000
Short Term Revolving Credit Commitment
Percentage      13.714285714%

Address for notice purposes:

National City Bank
1900 East Ninth Street, 7th Floor LOC 2077
Cleveland, OH 44114
Attention: James Ritchie
Title: Vice President
Telephone: (216) 222-9918
Facsimile: (216) 222-7005

Address for Euro-Rate Funding if different from above:

National City Bank
1900 East Ninth Street, 7th Floor LOC 2077
Cleveland, OH 44114
Attention: James Ritchie
Title: Vice President
Telephone: (216) 222-9918
Facsimile: (216) 222-7005

- 24 -

     IN WITNESS WHEREOF, intending to be legally bound hereby, the undersigned Bank has caused this Amendment No. 6 by and among COOPER TIRE & RUBBER COMPANY as the Borrower, the Financial Institutions Party thereto, as the Banks, and PNC BANK, NATIONAL ASSOCIATION, as the Agent, to be executed by its duly authorized officers as of the date first above written.

Maximum Dollar Amount of Long Term Revolving Credit Commitment      $20,000,000	BANK ONE, NA, successor by merger to Bank One, Michigan
Long Term Revolving Credit Commitment Percentage	By: /s/Michael B. Kelly
11.428571428%	Name: Michael B. Kelly
Maximum Dollar Amount of Short Term	Title: Associate
Revolving Credit Commitment      $20,000,000
Short Term Revolving Credit Commitment Percentage      11.428571428%

Address for notice purposes:

Bank One, NA, successor by merger to Bank One, Michigan
611 Woodward Avenue
Detroit, MI 48226
Attention: Jean Phelan
Title: Director
Telephone: (313) 225-3349
Facsimile: (313) 226-0855

Address for Euro-Rate Funding if different from above:

Telephone:
Facsimile:
Telex:

- 25 -

     IN WITNESS WHEREOF, intending to be legally bound hereby, the undersigned Bank has caused this Amendment No. 6 by and among COOPER TIRE & RUBBER COMPANY as the Borrower, the Financial Institutions Party thereto, as the Banks, and PNC BANK, NATIONAL ASSOCIATION, as the Agent, to be executed by its duly authorized officers as of the date first above written.

Maximum Dollar Amount of Long Term	PNC BANK, NATIONAL ASSOCIATION
Revolving Credit Commitment      $26,500,000
Long Term Revolving Credit Commitment	By: /s/Joseph G. Moran
Percentage	Name: Joseph G. Moran
15.142857149%	Title: Vice President
Maximum Dollar Amount of Short Term Revolving Credit Commitment      $26,500,000
Short Term Revolving Credit Commitment Percentage      15.142857149%

Address for notice purposes:

PNC Bank, NA
249 Fifth Avenue
P1 – POPP-22-01
Pittsburgh, PA 15222
Attention:Annette Curti
Title:
Telephone: (412) 768-9769
Facsimile: (412) 762-8672

Address for Euro-Rate Funding if different from above:

Telephone:
Facsimile:
Telex:

- 26 -

     IN WITNESS WHEREOF, intending to be legally bound hereby, the undersigned Bank has caused this Amendment No. 6 by and among COOPER TIRE & RUBBER COMPANY as the Borrower, the Financial Institutions Party thereto, as the Banks, and PNC BANK, NATIONAL ASSOCIATION, as the Agent, to be executed by its duly authorized officers as of the date first above written.

Maximum Dollar Amount of Long Term Revolving Credit Commitment      $10,500,000	J P MORGAN CHASE BANK
Long Term Revolving Credit Commitment	By: /s/Henry W. Centa
Percentage	Name: Henry W. Centa
6.000000000%	Title: Vice President
Maximum Dollar Amount of Short Term Revolving Credit Commitment      $10,500,000
Short Term Revolving Credit Commitment Percentage      6.000000000%

Address for notice purposes:

J P MORGAN CHASE BANK
250 West Huron Road
Cleveland, OH 44113-1451
Attention: Henry W. Centa
Title: Vice President
Telephone: (216) 479-2534
Facsimile: (216) 479-2732

Address for Euro-Rate Funding if different from above:

Attention:
Title:
Telephone:
Facsimile:

- 27 -

     IN WITNESS WHEREOF, intending to be legally bound hereby, the undersigned Bank has caused this Amendment No. 6 by and among COOPER TIRE & RUBBER COMPANY as the Borrower, the Financial Institutions Party thereto, as the Banks, and PNC BANK, NATIONAL ASSOCIATION, as the Agent, to be executed by its duly authorized officers as of the date first above written.

Maximum Dollar Amount of Long Term Revolving Credit Commitment      $12,500,000	THE BANK OF NEW YORK
Long Term Revolving Credit Commitment
Percentage	By: /s/Edward J. Dougherty III
7.142857142%	Name: Edward J. Dougherty III
Maximum Dollar Amount of Short Term Revolving Credit Commitment      $12,500,000	Title: Vice President
Short Term Revolving Credit Commitment Percentage      7.142857142%

Address for notice purposes:

The Bank of New York
One Wall Street
Automotive Division, 22nd Floor
New York, NY 10286
Attention: Edward J. Dougherty
Title: Vice President
Telephone: (212) 635-7842
Facsimile: (212) 635-6434

Address for Euro-Rate Funding if different from above:

Telephone:
Facsimile:
Telex:

- 28 -

     IN WITNESS WHEREOF, intending to be legally bound hereby, the undersigned Bank has caused this Amendment No. 6 by and among COOPER TIRE & RUBBER COMPANY as the Borrower, the Financial Institutions Party thereto, as the Banks, and PNC BANK, NATIONAL ASSOCIATION, as the Agent, to be executed by its duly authorized officers as of the date first above written.

Maximum Dollar Amount of Long Term Revolving Credit Commitment      $24,000,000	BANK OF AMERICA, N.A.
Long Term Revolving Credit Commitment Percentage	By: /s/Matthew J. Reilly
13.714285714%	Name: Matthew J. Reilly
Maximum Dollar Amount of Short Term Revolving Credit Commitment      $24,000,000	Title: Vice President
Short Term Revolving Credit Commitment Percentage      13.714285714%

Address for notice purposes:

Bank of America, N.A.
231 South LaSalle Street
Chicago, IL 60697
Attention: Matthew J. Reilly
Title: Vice President
Telephone: (312) 828-7131
Facsimile: (312) 987-0303

Address for Euro-Rate Funding if different from above:

Bank of America Credit Services
901 Main St 14th Floor
Dallas, TX 75202
Attention: Betty Canales
Title: Customer Service Representative
Telephone: (214) 209-2131
Facsimile: (214) 290-8377

- 29 -

     IN WITNESS WHEREOF, intending to be legally bound hereby, the undersigned Bank has caused this Amendment No. 6 by and among COOPER TIRE & RUBBER COMPANY as the Borrower, the Financial Institutions Party thereto, as the Banks, and PNC BANK, NATIONAL ASSOCIATION, as the Agent, to be executed by its duly authorized officers as of the date first above written.

Maximum Dollar Amount of Long Term Revolving Credit Commitment      $12,500,000	FIFTH THIRD BANK
Long Term Revolving Credit Commitment	By: /s/Jeffery C. Shrader
Percentage	Name: Jeffery C. Shrader
7.142857142%	Title: Vice President
Maximum Dollar Amount of Short Term Revolving Credit Commitment      $12,500,000
Short Term Revolving Credit Commitment Percentage      7.142857142%

Address for notice purposes:

337 South Main Street
Findlay, Ohio 45840
Attention: Jeffery C. Shrader
Title: Vice President
Telephone: (419) 424-8504
Facsimile: (419) 424-8547

Address for Euro-Rate Funding if different from above:

Telephone:
Facsimile:
Telex:

- 30 -

     IN WITNESS WHEREOF, intending to be legally bound hereby, the undersigned Bank has caused this Amendment No. 6 by and among COOPER TIRE & RUBBER COMPANY as the Borrower, the Financial Institutions Party thereto, as the Banks, and PNC BANK, NATIONAL ASSOCIATION, as the Agent, to be executed by its duly authorized officers as of the date first above written.

Maximum Dollar Amount of Long Term Revolving Credit Commitment      $7,500,000	SUNTRUST BANK
Long Term Revolving Credit Commitment	By: /s/William C. Humphries
Percentage	Name: William C. Humphries
4.285714285%	Title: Director
Maximum Dollar Amount of Short Term Revolving Credit Commitment      $7,500,000
Short Term Revolving Credit Commitment Percentage      4.285714285%

Address for notice purposes:

SunTrust Bank
303 Peachtree Street
3rd Floor, Mail Code: 1928
Atlanta, GA 30308
Attention: William Humphries
Title: Director

Address for Euro-Rate Funding if different from above:

Telephone:
Facsimile:
Telex:

- 31 -

     IN WITNESS WHEREOF, intending to be legally bound hereby, the undersigned Bank has caused this Amendment No. 6 by and among COOPER TIRE & RUBBER COMPANY as the Borrower, the Financial Institutions Party thereto, as the Banks, and PNC BANK, NATIONAL ASSOCIATION, as the Agent, to be executed by its duly authorized officers as of the date first above written.

Maximum Dollar Amount of Long Term Revolving Credit Commitment      $12,500,000	KEYBANK NATIONAL ASSOCIATION
Long Term Revolving Credit Commitment	By: /s/Mary K. Young
Percentage	Name: Mary K. Young
7.142857142%	Title: Vice President
Maximum Dollar Amount of Short Term Revolving Credit Commitment      $12,500,000
Short Term Revolving Credit Commitment Percentage      7.142857142%

Address for notice purposes:

KeyBank National Association
127 Public Square
Cleveland, Ohio 44114
Attention: Dianne F. Cox
Title: Relationship Associate

Address for Euro-Rate Funding if different from above:

Telephone:
Facsimile:
Telex:

- 32 -

     IN WITNESS WHEREOF, intending to be legally bound hereby, the undersigned Bank has caused this Amendment No. 6 by and among COOPER TIRE & RUBBER COMPANY as the Borrower, the Financial Institutions Party thereto, as the Banks, and PNC BANK, NATIONAL ASSOCIATION, as the Agent, to be executed by its duly authorized officers as of the date first above written.

Maximum Dollar Amount of Long Term Revolving Credit Commitment      $12,500,000	THE BANK OF NOVA SCOTIA
Long Term Revolving Credit Commitment	By: /s/V. Gibson
Percentage	Name: V. Gibson
7.142857142%	Title: Assistant Agent
Maximum Dollar Amount of Short Term Revolving Credit Commitment      $12,500,000
Short Term Revolving Credit Commitment Percentage      7.142857142%

Address for notice purposes:

The Bank of Nova Scotia
181 W. Madison Street
Suite 3700
Chicago, Illinois 60602
Attention: Stephen Keelty
Title:

Address for Euro-Rate Funding if different from above:

The Bank of Nova Scotia
600 Peachtree Street
N.E. Suite 2700
Atlanta, Georgia 30308
Attention: George Wong
Title:

Telephone: (404) 877-1556
Facsimile: (404) 888-8998
Telex:

- 33 -

     IN WITNESS WHEREOF, intending to be legally bound hereby, the undersigned Bank has caused this Amendment No. 6 by and among COOPER TIRE & RUBBER COMPANY as the Borrower, the Financial Institutions Party thereto, as the Banks, and PNC BANK, NATIONAL ASSOCIATION, as the Agent, to be executed by its duly authorized officers as of the date first above written.

Maximum Dollar Amount of Long Term Revolving Credit Commitment      $12,500,000	ABN AMRO BANK, N.V.
Long Term Revolving Credit Commitment	By: /s/David C. Sagers
Percentage	Name: David C. Sagers
7.142857142%	Title: Group Vice President
Maximum Dollar Amount of Short Term
Revolving Credit Commitment	By: /s/John J. Mack
$12,500,000	Name: John J. Mack
Short Term Revolving Credit Commitment Percentage      7.142857142%	Title: Vice President

Address for notice purposes:

ABN AMRO Bank, N.V.
135 South LaSalle Street
Suite 625
Chicago, Illinois 60603
Attention: Robert Jury
Title:

Address for Euro-Rate Funding if different from above:

ABN AMRO Bank, N.V.
208 South LaSalle Street
Suite 1500
Chicago, Illinois 60604-1003
Attention: Loan Administration

Telephone: (312) 992-5152
Facsimile: (312) 992-5157
Telex:

- 34 -

TERM NOTE

$ ____________	Pittsburgh, Pennsylvania
	_______________, 200_

     This Term Note (the “Note”) is executed and delivered under and pursuant to the terms of that certain Amended and Restated Credit Agreement dated as of September 1, 2000, as amended (together with all further extensions, renewals, amendments, substitutions or replacements, the “Agreement”), by and among COOPER TIRE & RUBBER COMPANY, a Delaware corporation (the “Borrower”), the several Banks party thereto (collectively, the “Banks”) and PNC BANK, NATIONAL ASSOCIATION, as the agent (the “Agent”).

     FOR VALUE RECEIVED, the Borrower promises to pay to the order of ________ (the “Bank”), at the office of the Agent at One PNC Plaza, 249 Fifth Avenue, Pittsburgh, Pennsylvania 15222 on _____________, 200_, the principal sum of ______________________ and NO/100 DOLLARS ($ ____________ ) or the unpaid principal amount reflected on the loan account maintained by the Agent pursuant to Section 2.15 of the Agreement.

     Interest on the unpaid principal balance hereof shall be due and payable and calculated in accordance with the terms of the Agreement. The interest rate will be adjusted, when necessary and if appropriate, in accordance with the terms of the Agreement. Interest shall accrue at the interest rate or interest rates per annum specified in the Agreement until payment in full, notwithstanding entry of judgment on this Note. Interest payments shall be made at the office of the Agent set forth in the Agreement.

     All outstanding principal hereunder, together with all accrued and unpaid interest hereon and all outstanding Bank Indebtedness relating to Term Loan, shall be due and payable on _____________________, 200_.

     The Agent has opened, and maintains, on its books a Loan Account in the name of the Borrower with respect to the term loan evidenced hereby, repayments and prepayments of the principal balance hereof, and the computation and payment of interest and all other amounts due hereunder and under the Agreement. Absent manifest error, such Loan Account shall be conclusive and binding on the Borrower as to the amount at any time due hereunder and under the Agreement to the Agent and the Banks from the Borrower.

     This Note is one of the Term Notes referred to in the Agreement. Reference is made to the Agreement for provisions for the prepayment hereof and the acceleration of the maturity hereof. All of the terms, conditions, covenants, representations and warranties of the Agreement are incorporated herein by reference as if same were fully set forth herein. All capitalized terms which are used herein as defined terms but not defined herein and which are defined in the Agreement shall have the meanings given them in the Agreement.

     Upon the declaration of any Event of Default specified in the Agreement, the principal hereof and accrued interest hereon may become forthwith due and payable, all as provided in the Agreement.

     Demand, presentation, protest, notice of dishonor and notice of default are hereby waived.

- 1 -

     This Note is made under and governed by the laws of the Commonwealth of Pennsylvania without reference to the provisions thereof regarding conflicts of law.

     WITNESS the due execution hereof with the intent to be legally bound hereby.

ATTEST:	COOPER TIRE & RUBBER COMPANY
By:	By:
Name:	Name:
Title:	Title:
	By:
	Name:
	Title:

2

Cooper Tire & Rubber Company and Affiliates
U.S.
January 1, 2002

     100 % owned unless otherwise noted

			Date
Name	Employer ID #		Incorporated		Place
Cooper Tire & Rubber Company — PARENT		34-4297750		3/26/1930	DE
Admiral Heintz, Inc. — INACTIVE		34-1718743		8/26/1992	OH
Admiral Remco, Inc.		34-1416928		2/1/1984	OH
Admiral Retread Equipment, Inc.		34-1319752		11/3/1980	OH
Alga Investments Company		34-1645857		3/19/1990	GA
Cooper International Holding Corporation		75-2035615		4/22/1985	DE
CTB Services Inc.		34-1969510		8/31/2001	OH
Cooper International Trading Inc.		34-1969511		8/7/2001	OH
Cooper Receivables Corp.		34-1963215		8/8/2001	DE
Cooper-Standard Automotive Holding Company		34-1961805		7/6/2001	OH
Cooper-Standard Automotive Inc.		34-0549970		10/18/1927	OH
Cooper-Standard Automotive NC L.L.C		34-1972839		12/10/2001	NC
Cooper-Standard Automotive OH LLC		34-1972845		12/7/2001	OH
Cooper Technology Services, LLC		34-1961809		7/7/2001	OH
Cooper Tire & Rubber Foundation		23-7025013		?	OH
Cooper Tire Holding Company		34-1961810		7/6/2001	OH
Cooper Tire Texas LP		?		12/7/2001	TX
Craig Assembly Inc. (24% owned)		?		?	MI
Ilpea Equity, LLC (2.5% owned)		36-4376807		?		?
NISCO Holding Company		34-1611697		3/22/1989	DE

1

Nioshikawa Standard Company — Partnership	35-1763958	3/23/1989	IN
North American Rubber, Incorporated	35-1609926	7/13/1984	TX
Oliver Rubber Company	94-0732150	7/13/1996	CAC
RubberNetwork.com LLC (6.58% owned)	58-2592443	?	GA
Siebe Automotive North America de Mexico Holding LLC	51-0380442	12/10/1997	DE
Standard Products Co. Charitable Foundation — INACTIVE	34-1440117	?	OH
Stantech, Inc.	31-1384014	7/28/1992	DE
Sterling Investments Company	34-1821393	10/5/1995	DE
The Standard Products Funding Corporation — INACTIVE	38-3254198	9/29/1995	DE
Westborn Service Center, Inc.	38-1897448	11/20/1968	MI

2

Cooper Tire & Rubber Company and Affiliates
Non-U.S.
January 1, 2002

     100 % owned direct or indirect unless otherwise noted

		Date
Name	Employer ID #	Incorp	Incorporated
BFNZ-ORC Limited (50% owned)	None	?	New Zealand
Bird Mould and Tool Company — INACTIVE	None	?	England
Cooper-Avon International Development Limited	None	12/12/66	England
Cooper-Avon Pneumatiques Sarl	None	12/12/95	France
Cooper-Avon Reifen (Deutschland) GmbH	None	07/22/74	Germany
Cooper-Avon (Suisse) SA	None	01/18/64	Switzerland
Cooper-Avon Tyres Limited	None	07/05/18	England
Cooper International Rubber, Limited	34-1479266	06/19/85	Jamaica
Cooper-Standard Automotive Brasil Fluid Systems Ltda	None	05/02/83	Brazil
Cooper-Standard Automotive Brasil Sealing Ltda	None	12/13/94	Brazil
Cooper-Standard Automotive Canada Limited	None	11/15/34	Canada
Cooper-Standard Automotive Deutschland GmbH	None	11/29/90	Germany
Cooper-Standard Automotive Espana, S.A.	None	03/02/94	Spain
Cooper-Standard Automotive France SA	None	01/19/93	France
Cooper Standard Automotive Italy S.r.l	None	?	None
Cooper-Standard Automotive Polska sp zo. o. — INACTIVE	None	01/25/00	Poland
Cooper-Standard Automotive South East Asia Pty. Ltd	None	05/02/41	Australia
Cooper-Standard Automotive UK Fluid Systems Limited	None	03/02/73	England
Cooper-Standard Automotive UK Sealing Limited	None	06/01/31	England
Cooper Tire International Trading Company	52-1442179	12/20/85	Cayman Islands

3

Cooper Tire & Rubber Brazil Ltda.	None	12/01/99	Brazil
Cooper Tire & Rubber Canada LP	None	08/01/01	Canada
Cooper Tire & Rubber Co (India) Private Ltd	None	?	India
Cooper Tire & Rubber International Trading Limited	None	09/28/01	Cayman Islands
Cooper Tyre & Rubber Company UK Limited	None	07/25/96	England
Cooper Tire & Rubber ULC1	None	05/30/01	Canada
Cooper Tire & Rubber ULC2	None	05/30/01	Canada
Coopermex, S.A. de C.V.	None	03/03/93	Mexico
Diorama Grundstucksverwaltungs Gmbh & Co	None	?	Germany
Huntingdon Rubber Company Limited — INACTIVE	None	01/01/31	England
Itatiaia Standard Industria e Comercio Ltda — INACTIVE	None	05/18/72	Brazil
Itatiaia Standard Industrial Ltda	None	02/15/85	Brazil
Jin Young Standard (49% owned)	None	?	Korea
Oliver Rubber Ltd. — INACTIVE	None	03/16/67	Canada
Rio Grande Servaas, S.A. de C.V.	None	11/18/80	Mexico
Siebe Automotive North America de Mexico S. de R.L. de C.V.	None	02/20/98	Mexico
Siebe Controls Czech Republic SRO	None	11/06/98	Czech Republic
Silent Channel Products Limited — INACTIVE	None	?	England
SPB Comercio e Participacoes Ltda.	None	05/25/95	Brazil
Standard Products de Mexico S.A. de C.V.	None	05/01/95	Mexico
Standard Products Foreign Sales Corporation Ltd. — INACTIVE	38-3472940	05/26/99	Barbados
Standard Products Mould & Tool Co. Limited	None	06/13/74	England
Standard Products Polska, sp. zo.o	None	12/17/97	Poland
Standard Products (UK) Limited — INACTIVE	None	?	England
Tecalemit (New Zealand) Pty. Ltd — INACTIVE	None	09/01/88	New Zealand
Technistan SNC — Partnership	None		France
The Standard Products Company (Europe) Limited — INACTIVE	None	?	England

4 EX-10.II 4 l96651aexv10wii.htm EX-10.II EMPLOYMENT AGREEMENT

Exhibit 10 (ii)

EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this 17th day of July, 2002, between COOPER TIRE & RUBBER COMPANY, a Delaware corporation with its principal offices located at 701 Lima Avenue, Findlay, Ohio 45840, (the “Company”), and Duane R. Stephens, residing at 6929 TR 255, Findlay, Ohio 45840 (the “Executive”)

W I T N E S S E T H:

     WHEREAS, the Company desires to retain the services of the Executive in the capacity of Vice President of Cooper Tire & Rubber Company and President of The Cooper Tire Company; and

     WHEREAS, the Executive desires to provide his services to the Company on the terms and conditions herein provided.

     NOW, THEREFORE, in consideration of the premises and the mutual promises and agreements contained herein and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, and intending to be legally bound hereby, the Company and the Executive hereby agree as follows:

     1.     Certain Defined Terms. In addition to terms defined elsewhere herein, the following terms have the following meanings when used in this Agreement with initial capital letters:

            (a)  “Affiliate” means any corporation, limited liability company, joint venture, partnership, or other legal entity in which the Company owns, directly or indirectly, or has previously owned, at least fifty percent (50%) of the capital stock, profits, interest or capital interest.

            (b)  “Award Agreement” means an RSU Award Agreement between the Executive and the Company.

            (c)  “Average Compensation” means the Executive’s average annual compensation, including Base Pay and any annual and long-term incentive compensation earned, during the five (5) calendar years prior to the year in which a Termination occurs.

            (d)  “Base Pay” means the Executive’s rate of annual base salary, as defined in the Compensation Plan, as in effect from time to time.

            (e)  “Board” means the Board of Directors of the Company.

            (f)  “Cause” means:

     (X) prior to a Change in Control, termination of the Executive’s employment with the Company by the Board because of:

1

     (i) the willful and continued failure by the Executive to perform substantially the duties of the Executive’s position, and the failure of the Executive to correct such failure of performance after notification by the Board of any such failure; or

     (ii) any other willful act or omission which is materially injurious to the financial condition or business reputation of, or is otherwise materially injurious to, the Company or any affiliate thereof, and failure of the Executive to correct such act or omission after notification by the Board of any such act or omission; or

     (iii) the conviction of a criminal violation involving fraud, embezzlement or theft in connection with Executive’s duties or in the course of Executive’s employment with the Company.

     (Y) following a Change in Control, termination of the Executive’s employment with the Company by the Board because of:

     (i) any act or omission constituting a material breach by the Executive of any of his significant obligations or agreements under this Agreement or the continued failure or refusal of the Executive to adequately perform the duties reasonably required hereunder which is materially injurious to the financial condition or business reputation of, or is otherwise materially injurious to, the Company or any Affiliate thereof, after notification by the Board of such breach, failure or refusal and failure of the Executive to correct such breach, failure or refusal within thirty (30) days of such notification (other than by reason of the incapacity of the Executive due to physical or mental illness); or

     (ii) the commission by and conviction of the Executive of a felony, or the perpetration by and criminal conviction of or civil verdict finding the Executive committed a dishonest act or common law fraud against the Company or any affiliate thereof (for the avoidance of doubt, conviction and civil verdict, in each case, shall mean when no further appeals may be taken by the Executive from such conviction or civil verdict and such conviction or civil verdict becomes final and binding upon the Executive with no further right of appeal); or

     (iii) any other willful act or omission which is materially injurious to the financial condition or business

2

reputation of, or is otherwise materially injurious to, the Company or any affiliate thereof, and failure of the Executive to correct such act or omission after notification by the Board of any such act or omission; or

any notification to be given by the Board in accordance with Section 1(e)(X)(i), 1(e)(X)(ii), 1(e)(Y)(i) or 1(e)(Y)(iii) shall specifically identify the breach, failure, refusal, act or omission to which the notification relates and, in the case of Section 1(e)(X)(i), 1(e)(X)(ii), 1(e)(Y)(i) or 1(e)(Y)(iii), shall describe the injury to the Company, and such notification must be given within twelve (12) months of the Board becoming aware, or within twelve (12) months of when the Board should have reasonably become aware of the breach, failure, refusal, act, or omission identified in the notification. Notwithstanding Section 23, failure to notify the Executive within any such twelve (12) month period shall be deemed to be a waiver by the Board of any such breach, failure, refusal, act or omission by the Executive and any such breach, failure, refusal, act or omission by the Executive shall not then be determined to be a breach of this Agreement.

For the avoidance of doubt and for the purpose of determining Cause, the exercise of business judgment by the Executive shall not be determined to be Cause, even if such business judgment materially injures the financial condition or business reputation of, or is otherwise materially injurious to the Company or any Affiliate thereof, unless such business judgment by the Executive was not made in good faith, or constitutes willful or wanton misconduct, or was an intentional violation of state or federal law.

     (g)  “Change in Control” means the occurrence during the Term of any of the following events:

            (i)  the Company merges into itself, or is merged or consolidated with, another entity and as a result of such merger or consolidation less than 51% of the voting power of the then-outstanding voting securities of the surviving or resulting entity immediately after such transaction are directly or indirectly beneficially owned in the aggregate by the former stockholders of the Company immediately prior to such transaction;

            (ii)  all or substantially all the assets accounted for on the consolidated balance sheet of the Company are sold or transferred to one or more corporations or persons, and as a result of such sale or transfer less than 51% of the voting power of the then-outstanding voting securities of such entity or person immediately after such sale or transfer is directly or indirectly beneficially held in the aggregate by the former stockholders of the Company immediately prior to such transaction or series of transactions;

3

            (iii)  a person, within the meaning of Section 3(a)(9) or 13(d)(3) (as in effect on the date of this Agreement) of the Securities Exchange Act of 1934, (the “Exchange Act”) become the beneficial owner (as defined in Rule 13d-3 of the Securities and Exchange Commission pursuant to the Exchange Act) of (i) 15% or more but less than 35% of the voting power of the then outstanding voting securities of the Company without prior approval of the Board, or (ii) 35% or more of the voting power of the then-outstanding voting securities of the Company; provided, however, that the foregoing does not apply to any such acquisition that is made by (w) any Affiliate of the Company; (x) any employee benefit plan of the Company or any Affiliate; or (y) any person or group of which employees of the Company or of any Affiliate control a greater than 25% interest unless the Board determines that such person or group is making a “hostile acquisition;” or (z) any person or group that directly or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Executive; or

            (iv)  a majority of the members of the Board are not Continuing Directors, where a “Continuing Director” is any member of the Board who (x) was a member of the Board on the date of this Agreement or (y) was nominated for election or elected to such Board with the affirmative vote of a majority of the Continuing Directors who were members of such Board at the time of such nomination or election.

     (h)  “Code” means the Internal Revenue Code of 1986, as amended.

     (i)  “Committee” means the Compensation Committee of the Board.

     (j)  “Common Stock” means the Company’s common stock, par value $1.00 per share.

     (k)  “Company” means the Company as hereinbefore defined.

     (l)  “Compensation Plan” means the Company’s Top Management Compensation Plan adopted by the Board on April 28, 1973.

     (m)  “Disability” or “Disabled” means when, the Executive has been totally disabled by bodily injury or disease so as to prevent him from being physically able to perform the job duties as required under this Agreement, and such total disability shall have continued for five (5) consecutive months, and, in the opinion of a qualified physician selected by the Company, such disability will presumably be permanent and continuous during the remainder of Executive’s life.

     (n)  “Good Reason” means the occurrence of any of the following, without Executive’s express, prior written consent:

            (i)  a material breach by the Company of Section 2 or Section 4 of this Agreement, including but not limited to, the assignment to the Executive of any duties inconsistent with his status as Vice President of Cooper Tire & Rubber Company and President of The Cooper Tire Company, or his removal from such position, or a substantial alteration in the nature of his responsibilities from those described herein, except, in each case, in connection with a promotion of the Executive, and the failure of the Company to remedy such breach within thirty (30) days after receipt of written notice of such breach from the Executive;

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            (ii)  the relocation of the office of the Company where the Executive is employed to a location that is 150 miles away from the current location, except for relocation to the Company’s headquarters and required travel on the Company’s business to an extent reasonably required to perform his duties hereunder;

            (iii)  except as required by law, the failure by the Company to continue to provide the Executive with benefits at least as favorable as those provided to him under the Plans (as defined in Section 4(b)), the taking of any action by the Company which would directly or indirectly materially reduce any of such benefits or deprive the Executive of any material fringe benefits enjoyed by him or the failure by the Company to provide Executive with the number of paid vacation days to which he is entitled on the basis of years of service with the Company in accordance with the Company’s normal vacation policy in effect at the date of this Agreement;

            (iv)  the failure of the Company to obtain a satisfactory agreement from any successor to assume and agree to perform this Agreement, as contemplated in Section 19 hereof or, if the business of the Company for which the Executive’s services are principally performed is sold, the purchaser of such business shall fail to agree to assume this Agreement or to provide Executive with the same or a comparable position, duties, benefits, and base salary and incentive compensation as provided in Section 4 of this Agreement;

            (v)  the failure of the Board to elect Executive to his existing position or an equivalent position; or

            (vi)  following the six-month anniversary date after a Change in Control of the Company has occurred, voluntary termination by Executive for any reason, or without reason, during a period of thirty (30) days from such date.

     (o)  “Incentive Compensation Plan” means the Cooper Tire & Rubber Company 1998 and 2001 Incentive Compensation Plan, as amended.

     (p)  “Nonqualified Supplementary Benefit Plan” means the Cooper Tire & Rubber Company Nonqualified Supplementary Benefit Plan, effective November 8, 1984, as amended.

     (q)  “Retirement Plans” means the Salaried Employees’ Retirement Plan and the Nonqualified Supplementary Benefit Plan or any successor plans thereto which provide comparable benefits.

     (r)  “Salaried Employees’ Retirement Plan” means the Cooper Tire & Rubber Company Salaried Employees’ Retirement Plan, effective January 1, 1989, as amended.

     (s)  “Severance Period” means, in the event of a Termination, the period of time commencing on the Termination Date and continuing for the greater of:

     (i) two (2) years, or

     (ii) the remainder of the Term (as defined in Section 3).

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     (t)  “Termination” means:

            (i)  the involuntary termination of the Executive’s employment by the Company at any time without Cause, for any reason other than retirement, death or disability, or

            (ii)  termination of his employment by the Executive for Good Reason.

     (u)  “Termination Date” means the date on which the Executive’s employment with the Company is terminated by the company or the Executive for any reason or for no reason. If the Executive’s employment is terminated by the Company, such date shall be specified in a written notice of termination (which date shall be no earlier than the date of furnishing such notice), or if no such date is specified therein, the date of receipt by the Executive of such written notice of termination, otherwise the Executive shall specify such date in a written notice of his resignation.

     (v)  “1998 Option Plan” means the Cooper Tire & Rubber Company 1998 Employee Stock Option Plan, as amended.

2.     Employment and Duties.

     (a)  General. The Company hereby employs the Executive and the Executive agrees upon the terms and conditions herein set forth to serve as Vice President of Cooper Tire & Rubber Company and President of The Cooper Tire Company, and, in such capacity, shall perform such duties as may be delineated in the Bylaws of the Company, and such other duties, commensurate with the Executive’s title and position of Vice President of Cooper Tire & Rubber Company and President of The Cooper Tire Company, as may be assigned to the Executive from time to time by the President of the Company or such other officer of the Company as may be designated by the President.

     (b)  Exclusive Services. Throughout the Term (as defined in Section 3), Executive shall, except as may from time to time be otherwise agreed in writing by the Company and during reasonable vacations and unless prevented by ill health, devote his full-time and undivided attention during normal business hours to the business and affairs of the Company consistent with his senior executive position, shall in all respects conform to and comply with the lawful and reasonable directions and instructions given to him by the Board or such officer of the Company as may be designated by the Board, and shall use his best efforts to promote and serve the interests of the Company.

     (c)  Restrictions on Other Employment. Throughout the Term and provided that such activities do not contravene the provisions of Section 2(b) hereof or Section 15 hereof:

            (i)  Executive may engage in charitable and community affairs;

            (ii)  Executive may perform inconsequential services without specific compensation therefor in connection with the management of personal investments; and,

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            (iii)  Executive may, directly or indirectly, render services to any other person or organization (including service as a member of the Board of Directors of any other unaffiliated company), for which he receives compensation, that is not in competition with the Company, subject in each case to the approval of the Board. Executive may retain all fees he receives for such services, and the Company shall not reduce his compensation by the amount of such fees. For purposes of this Section 2(c)(iii) competition shall have the same meaning as intended for the purposes of Section 15.

3.     Term of Employment. Subject to the provisions of Section 5 through Section 10 hereof, the Company shall retain the Executive and the Executive shall serve in the employ of the Company for a period (the “Term”) commencing on 17th day of July, 2002, and continuing in effect through December 31, 2004; provided, however, that commencing on January 1, 2003, and each January 1 thereafter until the year in which the Executive’s 63rd birthday occurs, the Term shall automatically be extended for one additional year unless, no later than September 30 of the preceding year, the Company or the Executive shall have given notice to the other that it does not wish to extend this Agreement.

4.     Compensation and Other Benefits. Subject to the provisions of this Agreement, the Company shall pay and provide the following compensation and other benefits to the Executive during the Term as compensation for services rendered hereunder:

     (a)  Base Salary. The Company shall pay to the Executive Base Pay at the rate of $360,000.00 per annum, payable biweekly. The Base Pay will be reviewed not less than annually by the Board or by the Compensation Committee and may be increased, but not decreased.

     (b)  Employee Benefit Plans. At all times during the Term, the Executive shall be provided the opportunity to participate in such Retirement Plans, and such employee pension benefit plans, whether or not qualified, and employee welfare benefit plans, programs and arrangements (collectively, the “Plans”) as are generally made available to executives of the Company. Unless otherwise required by law, the Plans, when considered as a whole, will provide for benefits to Executive no less favorable than those currently provided.

     (c)  Incentive Compensation. The Executive shall be eligible to participate in the annual incentive compensation program established by the Compensation Plan.

     (d)  Long-Term Incentive Compensation. The Executive shall be eligible to participate in such long-term incentive plans and programs as the Company generally provides to its senior executives.

5.     Termination Without Cause or for Good Reason Prior to a Change in Control. If, prior to the expiration of the Term, the Executive’s employment is terminated by the Company without Cause, or if the Executive terminates his employment hereunder for Good Reason, in each case prior to a Change in Control, and conditioned upon the Executive’s delivering to the Company the Release provided for in Section 16 with all periods for revocation expired, the Executive shall be entitled to receive:

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     (a)  “Severance Pay” which shall equal the sum of the biweekly payments that the Executive would receive if he were paid at the rate of his Average Compensation for the remainder of the Term. Severance Pay shall be paid in a single lump sum in cash within thirty (30) days following the expiration of such revocation period.

     (b)  The Company shall provide the Executive with lifetime life, accident and health insurance benefits substantially similar to those to which Executive and Executive’s family were entitled immediately prior to the Termination. Benefits otherwise receivable by Executive pursuant to this subsection 5(b) shall be reduced to the extent comparable benefits are actually received by Executive from other employment, and any such benefits actually received by Executive shall be reported to the Company.

     (c)  In addition to the pension benefits to which the Executive is entitled under the Retirement Plans, the Company shall pay the Executive in cash within thirty (30) days following the Termination Date, a single lump sum equal to the actuarial equivalent of the excess of (1) the retirement pension (determined as a straight life annuity commencing at age sixty-five (65)) which he would have accrued under the terms of the Retirement Plans (without regard to any amendment to such Retirement Plans or other pension benefit program described herein), determined as if the Executive were fully vested thereunder and had accumulated (after the Termination Date) twenty-four (24) additional months (or, if greater, the number of months remaining in the Term) of service credit thereunder at his highest annual rate of compensation during any calendar year for the five (5) years immediately preceding the Termination Date (but in no event shall the Executive be deemed to have accumulated additional months of service credit after his sixty-fifth (65th) birthday), over (2) the retirement pension (determined as a straight life annuity commencing at age sixty-five (65)) which the Executive had then accrued pursuant to the provisions of the Retirement Plans. For purposes of this subsection, “actuarial equivalent” shall be determined using the 1994 Uninsured Pensioner Mortality Table (UP-94) and annual compound interest at the Corporate Bond yield average for bonds rated Aaa by Moody’s reduced by fifty (50) basis points (.5 percent). The rate chosen from the aforereferenced table will be for the calendar month five months prior to the month which contains the effective date of payment and will be truncated to the lower 0.25% increment (e.g. 6.00%, 6.25%, 6.50%, etc.).

     (d)  Notwithstanding any provision in the Award Agreement, all restricted stock units granted to the Executive which have not otherwise vested shall immediately vest and within thirty (30) days following the Termination Date, the Company shall pay to Executive an amount equal to the fair market value (computed as the average of the high and low trades reported on the New York Stock Exchange) of the Common Stock represented by such restricted stock units determined as of the Termination Date. Such cash payment shall be deemed to be in lieu of and in substitution for any right Executive may have to such restricted stock units under the terms of the Award Agreement, and Executive agrees to surrender all restricted stock units being cashed out hereunder immediately prior to receiving the cash payment described above;

     (e)  Notwithstanding any provision in the Incentive Compensation Plan, 1998 Option Plan or other relevant plan or program, all stock options granted to the Executive by the Company which have not otherwise vested shall be vested. Within thirty (30) 

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days after the Termination Date, the Company shall pay to Executive in cash an amount equal to the aggregate of the difference between the exercise price of each stock option granted to the Executive prior to the Termination Date, and the fair market value (computed as the average of the high and low trades reported on the New York Stock Exchange) of the Company’s stock subject to the related option, determined as of the Termination Date. Such cash payment shall be deemed to be in lieu of and in substitution for any right Executive may have to exercise such stock option or a related stock appreciation right under the terms of the relevant stock option plan describing such rights, and Executive agrees to surrender all stock options and related stock appreciation rights being cashed out hereunder prior to receiving the cash payment described above.

6.     Termination Without Cause or for Good Reason Following a Change in Control, etc.

     (a)  If, prior to the expiration of the Term and, subsequent to a Change in Control and during the Severance Period, the Executive’s employment is terminated by the Company without Cause or if the Executive terminates his employment hereunder for Good Reason, and conditioned upon the Executive’s delivering to the Company the Release provided for in Section 16 with all periods for revocation expired, the Company shall pay or provide to the Executive:

          (i) a single lump sum cash payment within five (5) business days following the expiration of such revocation period equal to the Executive’s then current Base Pay and pro rata incentive compensation accrued through his Termination Date; plus

          (ii) a single lump sum cash payment within five (5) business days the expiration of such revocation period equal to the greater of:

     (A) the Executive’s Severance Pay; or

     (B) three (3) times the sum of (x) Executive’s Base Pay plus (y) target annual incentive compensation for the year prior to the Change in Control; plus

          (iii) a single lump sum cash payment within five (5) business days following the expiration of such revocation period equal to the actuarial equivalent of:

     (A) the excess of (1) the retirement pension (determined as a straight line annuity commencing at age sixty-five (65)) which he would have accrued under the terms of the Retirement Plans (without regard to any amendment to such Retirement Plans or other pension benefit program described herein), determined as if the Executive were fully vested thereunder and had accumulated (after the Termination Date) thirty-six (36) additional months (or, if greater, the number of months remaining in the Term) of service credit thereunder at his highest annual rate of compensation during any calendar year for the five (5) years immediately preceding the Termination Date (but in no event shall Executive be deemed to have accumulated additional months of service credit after his

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sixty-fifth (65th) birthday), over (2) the retirement pension (determined as a straight life annuity commencing at age sixty-five (65)) which Executive had then accrued pursuant to the provisions of the Retirement Plans; plus

     (B) the retirement pension Executive has accrued under the Nonqualified Supplementary Benefit Plan.

For purposes of this subsection, “actuarial equivalent” shall be determined using the 1994 Uninsured Pensioner Mortality Table (UP-94) and annual compound interest at the Corporate Bond yield average for bonds rated Aaa by Moody’s reduced by fifty (50) basis points (.5 percent). The rate chosen from the aforereferenced table will be for the calendar month five months prior to the month which contains the effective date of payment and will be truncated to the lower 0.25% increment (e.g. 6.00%, 6.25%, 6.50%, etc.);

          (iv)  for thirty-six (36) months following his Termination Date, the Company shall arrange to provide Executive with life, accident and health insurance benefits substantially similar to those to which Executive and Executive’s family were entitled immediately prior to his Termination. Benefits otherwise receivable by Executive pursuant to this subsection 6(a)(iv) shall be reduced to the extent comparable benefits are actually received by Executive during the remainder of such period following Executive’s Termination, and any such benefits actually received by Executive shall be reported to the Company;

          (v)  following the end of the period specified in subsection 6(a)(iv), lifetime retiree medical and life insurance coverage, which shall be based on the Company’s plans in effect immediately prior to the Change in Control; and

          (vi)  outplacement services by a firm selected by the Executive, at the expense of the Company in an amount up to 15% of the Executive’s Base Pay.

     (b)  Notwithstanding any provision in the Award Agreement or this Section 6, all restricted stock units granted to the Executive which have not otherwise vested shall immediately vest and within five (5) days after the consummation of the Change in Control the Company shall pay to Executive an amount equal to the fair market value (computed as the average of the high and low trades reported on the New York Stock Exchange) of the Common Stock represented by such restricted stock units determined as of the consummation of the Change in Control. Such cash payment shall be deemed to be in lieu of and in substitution for any right Executive may have to such restricted stock units under the terms of the Award Agreement, and Executive agrees to surrender all restricted stock units being cashed out hereunder immediately prior to receiving the cash payment described above.

     (c)  Notwithstanding any provision in the Incentive Compensation Plan, the 1998 Option Plan, other relevant plan or program or this Section 6, all stock options granted to the Executive by the Company which have not otherwise vested shall be vested and within five (5) business days after the consummation of the Change in Control, the Company shall pay to Executive in cash an amount equal to the aggregate

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of the difference between the exercise price of each stock option granted to Executive prior to the consummation of the Change in Control, and the fair market value (computed as the average of the high and low trades reported on the New York Stock Exchange) of the Common Stock subject to the related option, determined as of the consummation of the Change in Control. Such cash payment shall be deemed to be in lieu of and in substitution for any right Executive may have to exercise such stock option or a related stock appreciation right under the terms of the relevant stock option plan describing such rights, and Executive agrees to surrender all stock options and related stock appreciation rights being cashed out hereunder prior to receiving the cash payment described above.

7.     Termination for Cause or Without Good Reason. If, prior to the expiration of the Term, the Executive’s employment is terminated by the Company for Cause, or if the Executive terminates his employment hereunder without Good Reason, the Executive shall not be eligible to receive Base Pay under Section 4(a) or to participate in any Plans under Section 4(b) with respect to periods after the Termination Date, and except as otherwise provided by applicable law, and except for the right to receive vested benefits under any Plan in accordance with the terms of such Plan. However, the Executive shall be eligible to receive a pro rata portion of any incentive compensation for the Company’s fiscal year during which the Termination Date occurs, but not for any later years.

8.     Termination by Death. If the Executive dies prior to the expiration of the Term, Executive’s beneficiary, estate or family, as applicable, shall be entitled to receive:

          (i)  for a period of 90 days beginning on the date of the Executive’s death a biweekly amount equal to the biweekly Base Pay paid to the Executive by the Company for the payroll period immediately prior to his death,

          (ii)  any pro rata portion of the Executive’s incentive compensation for the fiscal year in which Executive’s death occurs, and

          (iii)  lifetime health insurance benefits in effect immediately prior to Executive’s death.

9.     Termination by Disability. If, prior to the expiration of the Term, the Executive becomes Disabled, the Company or the Executive shall be entitled to terminate his employment, and Executive shall be entitled to:

     (a) any pro rata portion of the Executive’s incentive compensation for the fiscal year in which the Executive’s Disability occurs, and

     (b) all available benefits under the Plans, including lifetime life, accident and health insurance benefits substantially similar to those to which Executive and Executive’s family were entitled immediately prior to Executive’s termination of employment with the Company because of Executive becoming Disabled.

10.     Termination by Retirement. If, prior to the expiration of the Term, the Executive voluntarily elects to retire under the Salaried Employees’ Retirement Plan, Executive’s employment will be terminated as of the date of such retirement.

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11.     Funding Upon Potential Change in Control.

          (a)  Upon the earlier to occur of (i) a Change in Control or (ii) a declaration by the Board that a Change in Control is imminent, the Company shall promptly pay to the extent it has not done so, and in any event within five (5) business days, a sum equal to the present value on the date of the Change in Control (or on such fifth business day if the Board has declared a Change in Control to be imminent) of the payments to be made to the Executive under the provisions of Sections 6 and 12 hereof, which shall be transferred to National City Bank (the “Trustee”) and added to any principal of the Trust under a Mastor Grant Trust Agreement, dated November 9, 2001 between the Company and Trustee (the “Trust Agreement”).

          (b)  Any payments of compensation, pension, severance or other benefits by the Trustee pursuant to the Trust Agreement shall, to the extent thereof, discharge the Company’s obligation to pay compensation, pension, severance and other benefits hereunder, it being the intent of the Company that assets in such Trust be held as security for the Company’s obligation to pay compensation, pension, severance and other benefits under this Agreement.

     12.     Certain Additional Payments by the Company.

          (a) Anything in this Agreement to the contrary notwithstanding, in the event that following a Change in Control the Executive’s employment with the Company is terminated by the Company or the Executive, and it shall be determined (as hereafter provided) that any payment (other than the Gross-Up payments provided for in this Section 12) or distribution by the Company or any of its Affiliates to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option, performance share, performance unit, stock appreciation right or similar right, or the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing (a “Payment”), would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision thereto) by reason of being considered “contingent on a change in ownership or control” of the Company, within the meaning of Section 280G of the Code (or any successor provision thereto) or to any similar tax imposed by state or local law, or any interest or penalties with respect to such tax (such tax or taxes, together with any such interest and penalties, being hereafter collectively referred to as the “Excise Tax”), then the Executive shall be entitled to receive an additional payment or payments (collectively, a “Gross-Up Payment”); provided, however, that no Gross-Up Payment shall be made with respect to the Excise Tax, if any, attributable to (i) any incentive stock option (“ISO”), as defined by Section 422 of the Code (or any successor provision thereto) granted prior to the execution of this Agreement where the addition of a Gross-Up Payment would cause the ISO to lose such status, or (ii) any stock appreciation or similar right, whether or not limited, granted in tandem with any ISO described in clause (i). The Gross-Up Payment shall be in an amount such that, after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payment.

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          (b)  Subject to the provisions of Section 12(f), all determinations required to be made under this Section 12, including whether an Excise Tax is payable by the Executive and the amount of such Excise Tax and whether a Gross-Up Payment is required to be paid by the Company to the Executive and the amount of such Gross-Up Payment, if any, shall be made by a nationally recognized accounting firm (the “Accounting Firm”) selected by the Executive in his sole discretion. The Executive shall direct the Accounting Firm to submit its determination and detailed supporting calculations to both the Company and the Executive within 30 calendar days after the Termination Date, if applicable, and any such other time or times as may be requested by the Company or the Executive. If the Accounting Firm determines that any Excise Tax is payable by the Executive, the Company shall pay the required Gross-Up Payment to the Executive within five (5) business days after receipt of such determination and calculations with respect to any Payment to the Executive. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall, at the same time as it makes such determination, furnish the Company and the Executive an opinion that the Executive has substantial authority not to report any Excise Tax on his federal, state or local income or other tax return. As a result of the uncertainty in the application of Section 4999 of the Code (or any successor provision thereto) and the possibility of similar uncertainty regarding applicable state or local tax law at the time of any determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (an “Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts or fails to pursue its remedies pursuant to Section 12(f) and the Executive thereafter is required to make a payment of any Excise Tax, the Executive shall direct the Accounting Firm to determine the amount of the Underpayment that has occurred and to submit its determination and detailed supporting calculations to both the Company and the Executive as promptly as possible. Any such Underpayment shall be promptly paid by the Company to, or for the benefit of, the Executive within five (5) business days after receipt of such determination and calculations.

          (c)  The Company and the Executive shall each provide the Accounting Firm access to and copies of any books, records and documents in the possession of the Company or the Executive, as the case may be, reasonably requested by the Accounting Firm, and otherwise cooperate with the Accounting Firm in connection with the preparation and issuance of the determinations and calculations contemplated by Section 12(b). Any determination by the Accounting Firm as to the amount of the Gross-Up Payment shall be binding upon the Company and the Executive.

          (d) The federal, state and local income or other tax returns filed by the Executive shall be prepared and filed on a consistent basis with the determination of the Accounting Firm with respect to the Excise Tax payable by the Executive. The Executive shall make proper payment of the amount of any Excise Payment, and at the request of the Company, provide to the Company true and correct copies (with any amendments) of his federal income tax return as filed with the Internal Revenue Service and corresponding state and local tax returns, if relevant, as filed with the applicable taxing authority, and such other documents reasonably requested by the Company, evidencing such payment. If prior to the filing of the Executive’s federal income tax return, or corresponding state or local tax return, if relevant, the Accounting Firm determines that the amount of the Gross-Up Payment should be reduced, the Executive shall within five (5) business days pay to the Company the amount of such reduction.

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          (e)  The fees and expenses of the Accounting Firm for its services in connection with the determinations and calculations contemplated by Section 12(b) shall be borne by the Company. If such fees and expenses are initially paid by the Executive, the Company shall reimburse the Executive the full amount of such fees and expenses within five (5) business days after receipt from the Executive of a statement therefor and reasonable evidence of his payment thereof.

          (f)  The Executive shall notify the Company in writing of any claim by the Internal Revenue Service or any other taxing authority that, if successful, would require the payment by the Company of a Gross-Up Payment. Such notification shall be given as promptly as practicable but no later than ten (10) business days after the Executive actually receives notice of such claim and the Executive shall further apprise the Company of the nature of such claim and the date on which such claim is requested to be paid (in each case, to the extent known by the Executive). The Executive shall not pay such claim prior to the earlier of (i) the expiration of the 30-calendar-day period following the date on which he gives such notice to the Company and (ii) the date that any payment of amount with respect to such claim is due. If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall:

     (i) provide the Company with any written records or documents in his possession relating to such claim reasonably requested by the Company;

     (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including without limitation accepting legal representation with respect to such claim by an attorney competent in respect of the subject matter and reasonably selected by the Company;

     (iii) cooperate with the Company in good faith in order to effectively contest such claim; and

     (iv) permit the Company to participate in any proceedings relating to such claim;

provided, however, that the Company shall bear and pay directly all costs and expenses (including interest and penalties) incurred in connection with such contest and shall indemnify and hold harmless the Executive, on an after-tax basis, for and against any Excise Tax or income tax, including interest and penalties with respect thereto, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing provisions of this Section 12(f), the Company shall control all proceedings taken in connection with the contest of any claim contemplated by this Section 12(f) and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim (provided, however, that the Executive may participate therein at his own cost and expense) and may, at its option, either direct the Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in

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one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs the Executive to pay the tax claimed and sue for a refund, the Company shall advance the amount of such payment to the Executive on an interest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income or other tax, including interest or penalties with respect thereto, imposed with respect to such advance; and provided further, however, that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which the contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s control of any such contested claim shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.

          (g)  If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 12(f), the Executive receives any refund with respect to such claim, the Executive shall (subject to the Company’s complying with the requirements of Section 12(f)) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after any taxes applicable thereto). If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 12(f), a determination is made that the Executive shall not be entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial or refund prior to the expiration of thirty (30) calendar days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of any such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid by the Company to the Executive pursuant to this Section 12.

     13 Mitigation. Nothing in this Agreement shall be construed to require Executive to mitigate his damages upon termination of employment without Cause or for Good Reason. The Company hereby acknowledges that it will be difficult and may be impossible for the Executive to find reasonably comparable employment following the Termination Date and that the non-competition covenant contained in Section 15 will further limit the employment opportunities for the Executive. In addition, the Company acknowledges that its severance pay plans applicable in general to its salaried employees do not provide for mitigation, offset or reduction of any severance payment received thereunder. Accordingly, the payment of the severance compensation by the Company to the Executive in accordance with the terms of this Agreement is hereby acknowledged by the Company to be reasonable, and the Executive will not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise, nor will any profits, income, earnings or other benefits from any source whatsoever create any mitigation, offset, reduction or any other obligation on the part of the Executive hereunder or otherwise.

     14 Legal Fees and Expenses. It is the intent of the Company that the Executive not be required to incur legal fees and the related expenses associated with the interpretation, enforcement or defense of Executive’s rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if it should appear to the Executive that the Company has failed to comply with any of its obligations under this Agreement or in the event that the Company or any

15

other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Executive the benefits provided or intended to be provided to the Executive hereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel of Executive’s choice, at the expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Executive’s entering into an attorney-client relationship with such counsel, and in that connection the Company and the Executive agree that a confidential relationship shall exist between the Executive and such counsel. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all attorneys’ and related fees and expenses incurred by the Executive in connection with any of the foregoing; provided that, in regard to such matters, the Executive has not acted in bad faith or with no colorable claim of success.

     15 Secrecy and Noncompetition.

          (a)  No Competing Employment. For so long as the Executive is employed by the Company and continuing for two (2) years after the termination of such employment for any reason (the “Non-Compete Period”), Executive shall not, unless he receives the prior written consent of the Board, directly or indirectly, whether as owner, consultant, employee, partner, venturer, agent, through stock ownership (except ownership of less than one percent (1.0%) of the number of shares outstanding of any securities which are publicly traded), investment of capital, lending of money or property, rendering of services, or otherwise, compete with any of the businesses engaged in by the Company or Affiliate at the time of the termination of the Executive’s employment hereunder (such businesses are herein after referred to as the “Business”), or assist, become interested in or be connected with any corporation, firm, partnership, joint venture, sole proprietorship or other entity which so competes with the Business. The restrictions imposed by this subsection shall not apply to any geographic area in which neither the Company nor any Affiliate is engaged in the Business.

          (b)  No Interference. During the Non-Compete Period, the Executive shall not, whether for his own account or for the account of any other individual, partnership, firm, corporation or other business organization or entity (other than the Company), intentionally solicit, endeavor to entice away from the Company or any Affiliate or otherwise interfere with the relationship of the Company or any Affiliate with, any person who is employed by or associated with the Company or any Affiliate (including, but not limited to, any independent sales representatives or organizations) or any person or entity who is, or was within the then most recent 12-month period, a customer or client of the Company or any Affiliate.

          (c)  Secrecy. Executive recognizes that the services to be performed by him hereunder are special, unique and extraordinary in that, by reason of his employment hereunder and his past employment with the Company, he may acquire or has acquired confidential information and trade secrets concerning the operation of the Company or any Affiliate, the use or disclosure of which could cause the Company substantial loss and damages which could not be readily calculated and for which no

16

remedy at law would be adequate. Accordingly, Executive covenants and agrees with the Company that he will not at any time, except in performance of Executive’s obligations to the Company hereunder or with the prior written consent of the Board, directly or indirectly, disclose any secret or confidential information that he may learn or has learned by reason of his association with the Company or any Affiliate, or use any such information to the detriment of the Company or any Affiliate. The term “confidential information”, includes, without limitation, information not previously disclosed to the public or to the trade by the Company’s management with respect to the Company’s or any Affiliate’s products, manufacturing processes, facilities and methods, research and development, trade secrets, know-how and other intellectual property, systems, procedures, manuals, confidential reports, product price lists, customer lists, marketing plans or strategies, financial information (including the revenues, costs or profits associated with the Company’s or any Affiliate’s products), business plans, prospects or opportunities. Executive understands and agrees that the rights and obligations set forth in this subsection 15(c) are perpetual and, in any case, shall extend beyond the Non-Compete Period and Executive’s employment hereunder.

          (d)  Exclusive Property. Executive confirms that all confidential information is and shall remain the exclusive property of the Company. All business records, papers and documents kept or made by Executive relating to the business of the Company shall be and remain the property of the Company. Upon the termination of his employment with the Company or upon the request of the Company at anytime, Executive shall promptly deliver to the Company, and shall not, without the consent of the Board (which consent shall not be unreasonably withheld), retain copies of, any written materials not previously made available to the public, records and documents made by Executive or coming into his possession concerning the business or affairs of the Company excluding records relating exclusively to the terms and conditions of his employment relationship with the Company. Executive understands and agrees that the rights and obligations set forth in this subsection 15(d) are perpetual and, in any case, shall extend beyond the Non-Compete Period and Executive’s employment hereunder.

          (e)  Stock Ownership. Other than as specified in Section 2(c) or 15(a) hereof, nothing in this Agreement shall prohibit Executive from acquiring or holding any issue of stock or securities of any company or other business entity.

          (f)  Injunctive Relief. Without intending to limit the remedies available to the Company, executive acknowledges that a breach of any of the covenants contained in this Section 15 may result in material irreparable injury to the Company for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of such a breach or threat thereof, the Company shall be entitled to obtain a temporary restraining order and/or a preliminary or permanent injunction restraining the Executive from engaging in activities prohibited by this Section 15 or such other relief as may be required to specifically enforce any of the covenants in this Section 15.

          (g) Extension of Non-Compete Period. In addition to the remedies the Company may seek and obtain pursuant to subsection (f) of this Section 15, the Non-Compete Period shall be extended by any and all periods during which Executive shall be found by a court possessing personal jurisdiction over him to have been in violation of the covenants contained in this Section 15.

17

     16 Release. The receipt of payments provided for in Section 5, Section 6 and Section 12 is conditioned upon the Executive executing and delivering a release substantially in the form of Annex A hereto, and upon the expiration of the revocation period provided for in Annex A.

     17 Breach. In addition to the remedies provided for in Section 15(f), if Executive is in breach of this Agreement, then the Company may, at its sole option, (i) in the case of a breach of any provision of this Agreement, immediately terminate all remaining payments and benefits described in Section 5 or Section 6 of this Agreement, and (ii) in the case of a breach of either Section 15(a) or Section 15(c) of this Agreement, obtain reimbursement from Executive of all payments by the Company already provided pursuant to Section 5 or Section 6 of this Agreement, plus any expenses, fees and damages incurred as a result of the breach, with the remainder of this Agreement, and all promises and covenants herein, remaining in full force and effect.

     18 Continued Availability and Cooperation.

          (a)  In the event of a Termination, the Executive shall cooperate fully with the Company and with the Company’s counsel in connection with any present and future actual or threatened litigation or administrative proceeding involving the Company that relates to events, occurrences or conduct occurring (or claimed to have occurred) during the period of the Executive’s employment by the Company. This cooperation by the Executive shall include, but not be limited to:

     (i) making himself reasonably available for interviews and discussions with the Company’s counsel as well as for depositions and trial testimony;

     (ii) if depositions or trial testimony are to occur, making himself reasonably available and cooperating in the preparation therefor as and to the extent that the Company or the Company’s counsel reasonably requests;

     (iii) refraining from impeding in any way the Company’s prosecution or defense of such litigation or administrative proceeding; and

     (iv) cooperating fully in the development and presentation of the Company’s prosecution or defense of such litigation or administrative proceeding.

          (b)  In addition to Executive’s obligations under this Section 18, during the Non-Compete Period, Executive shall make himself available for consultation with and advice to the Company at times and for periods of time which are mutually agreeable to the Company and Executive.

     19 Successors; Assignability.

          (a)  By Executive. Neither this Agreement nor any right, duty, obligation or interest hereunder shall be assignable or delegable by the Executive

18

without the Company’s prior written consent; provided, however, that nothing in this subsection shall preclude the Executive from designating any of his beneficiaries to receive any benefits payable hereunder upon his death, or the executors, administrators, or other legal representatives, from assigning any rights hereunder to the person or persons entitled thereto.

          (b)  By the Company. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive to compensation from the Company in the same amount and on the same terms as the Executive would be entitled to hereunder if the Executive had terminated his employment for Good Reason subsequent to a Change in Control, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Termination Date.

     20 Employment Rights. Nothing expressed or implied in this Agreement shall create any right or duty on the part of the Company or the Executive to have the Executive remain in the employment of the Company at any time prior to a Change in Control; provided, however, that any termination of employment of the Executive or the removal of the Executive from the office or position in the Company following the commencement of any discussion with a third person that ultimately results in a Change in Control shall be deemed to be a Termination of the Executive after a Change in Control for purposes of this Agreement. Executive expressly acknowledges that he is an employee at will, and that the Company may terminate him at any time during the Term for any reason if the Company makes the payments and provides the benefits provided for under Section 5 or 6 of this Agreement, and otherwise comply with its other continuing covenants in this Agreement, including without limitation, Section 4.

     21 Withholding of Taxes. The Company may withhold from any amounts payable under this Agreement all federal, state, city or other taxes as shall be required pursuant to any law or government regulation or ruling.

     22 Severability. If the final determination of a court of competent jurisdiction declares, after the expiration of the time within which judicial review (if permitted) of such determination may be perfected, that any term or provision hereof is invalid or unenforceable, (a) the remaining terms and provisions hereof shall be unimpaired and (b) the invalid or unenforceable term or provision shall be replaced by a term or provision that is mutually agreeable to the parties hereto and is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision. Notwithstanding the foregoing, the invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement which shall nevertheless remain in full force and effect.

     23 Amendment; Waiver. This Agreement may not be modified, amended or waived in any manner except by an instrument in writing signed by both parties hereto. The waiver by either party of compliance with any provision of this Agreement by the other party shall not operate or be construed as a waiver of any other provision of this

19

Agreement, or of any subsequent breach by such party of a provision of this Agreement.

     24 Governing Law. All matters affecting this Agreement, including the validity thereof, are to be governed by, interpreted and construed in accordance with the substantive laws of the State of Ohio, without giving effect to the principles of conflict of laws of such State.

     25 Notices. Any notice hereunder by either party to the other shall be given in writing by personal delivery or certified mail, return receipt requested. If addressed to Executive, the notice shall be delivered or mailed to Executive at his principal residence, 291 Jefferis Road, Downingtown, Pennsylvania 19335, or to such other address as Executive shall give notice in writing in accordance herewith. If addressed to the Company, the notice shall be delivered or mailed to the Company at its executive offices at 701 Lima Avenue, Findlay, Ohio 45840 to the attention of the Board. A notice shall be deemed given, if by personal delivery, on the date of such delivery or, if by certified mail, on the date shown on the applicable return receipt.

     26 Previous Agreements. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement; provided, however, that this Agreement shall not supersede or in any way limit the rights, duties or obligations of the Employee or the Company under the Plans, except that payments pursuant to Section 5(a) or Section 6(b) shall be in lieu of any other cash severance pay provided by the Company.

     27 Counterparts. This Agreement may be executed by either of the parties hereto in counterpart, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.

     28 Headings. The headings of sections herein are included solely for convenience of reference and shall not control the meaning or interpretation of any of the provisions of this Agreement.

     IN WITNESS WHEREOF, the Company has caused the Agreement to be signed by its officers pursuant to the authority of its Board, and Executive has executed this Agreement, as of the day and year first written above.

COOPER TIRE & RUBBER COMPANY
By:	/s/ Thomas A. Dattilo Thomas A. Dattilo Title: Chairman & CEO
/s/ D. R. Stephens Duane R. Stephens, Executive

20

ANNEX A

Form of Release

          WHEREAS, there has been a Termination (as such term is defined in the Employment Agreement (the “Agreement”) made and entered into on 17th day of July, 2002, between the undersigned (the “Executive”) and COOPER TIRE & RUBBER COMPANY (“Cooper”), of the Executive’s employment from Cooper; and

          WHEREAS, the Executive is required to sign this Release in order to receive the severance benefits as described in Section 5, Section 6 and Section 12 of the Agreement.

          NOW THEREFORE, in consideration of the promises and agreements contained herein and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, and intending to be legally bound, the Executive agrees as follows:

          1 This Release is effective on the date hereof and will continue in effect as provided herein.

          2 In consideration of the payments to be made and the benefits to be received by the Executive pursuant to Section 5, Section 6 and Section 12 of the Agreement, which the Executive acknowledges are in addition to payments and benefits which the Executive would be entitled to receive absent the Agreement, the Executive, for himself and his dependents, successors, assigns, heirs, executors and administrators (and his and their legal representatives of every kind), hereby releases, dismisses, remises and forever discharges its predecessors, parents, subsidiaries, divisions, related or affiliated companies, officers, directors, stockholders, members, employees, heirs, successors, assigns, representatives, agents and counsel (the “Company”) from any and all arbitrations, claims, including claims for attorney’s fees, demands, damages, suits, proceedings, actions and/or causes of action of any kind and every description, whether known or unknown, which Executive now has or may have had for, upon, or by reason of any cause whatsoever (“claims”), against the Company, including but not limited to:

     (a) any and all claims arising out of or relating to Executive’s employment by or service with the Company and his termination from the Company;

     (b) any and all claims of discrimination, including but not limited to claims of discrimination on the basis of sex, race, age, national origin, marital status, religion or handicap, including, specifically, but without limiting the generality of the foregoing, any claims under the Age Discrimination in Employment Act, as amended, Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act, Ohio Revised Code Section 4101.17 and Ohio Revised Code Chapter 4112, including Sections 4112.02 and 4112.99 thereof, and any other applicable state statutes and regulations, and

1

     (c) any and all claims of wrongful or unjust discharge or breach of any contract or promise, express or implied; provided, however, that the foregoing shall not apply to claims to enforce rights that Executive may have as of the date hereof or in the future under any of Cooper’s health, welfare, retirement, pension or incentive plans, under any indemnification agreement between the Executive and Cooper, under Cooper’s indemnification by-laws, under the directors’ and officers’ liability coverage maintained by Cooper, under the applicable provisions of the Delaware General Corporation Law, that Executive may have in the future under the Agreement or under this Release.

          3 Executive understands and acknowledges that the Company does not admit any violation of law, liability or invasion of any of his rights and that any such violation, liability or invasion is expressly denied. The consideration provided for this Release is made for the purpose of settling and extinguishing all claims and rights (and every other similar or dissimilar matter) that Executive ever had or now may have against the Company to the extent provided in this Release. Executive further agrees and acknowledges that no representations, promises or inducements have been made by the Company other than as appear in the Agreement.

          4 Executive further agrees and acknowledges that:

     (a) The release provided for herein releases claims to and including the date of this Release;

     (b) He has been advised by the Company to consult with legal counsel prior to executing this Release, has had an opportunity to consult with and to be advised by legal counsel of his choice, fully understands the terms of this Release, and enters into this Release freely, voluntarily and intending to be bound;

     (c) He has been given a period of twenty-one (21) days to review and consider the terms of this Release, prior to its execution and that he may use as much of the twenty-one (21) day period as he desires; and

     (d) He may, within 7 days after execution, revoke this Release. Revocation shall be made by delivering a written notice of revocation to the General Counsel at Cooper. For such revocation to be effective, written notice must be actually received by the General Counsel at Cooper no later than the close of business on the 7th day after Executive executes this Release. If Executive does exercise his right to revoke this Release, all of the terms and conditions of the Release shall be of no force and effect and Cooper shall not have any obligation to make further payments or provide benefits to Executive as set forth in Section 5, Section 6, and Section 12 of the Agreement.

          5 Executive agrees that he will never file a lawsuit or other complaint asserting any claim that is released in this Release.

          6 Executive waives and releases any claim that he has or may have to reemployment after the Termination Date as defined in the Agreement.

2

          IN WITNESS WHEREOF, the Executive has executed and delivered this Release on the date set forth below.

Dated:________________________________ ________________________________
Duane R. Stephens
Executive

3 EX-99 5 l96651aexv99.htm EX-99 CERTIFICATE

Exhibit 99

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Cooper Tire & Rubber Company (the “Company”) on Form 10-Q for the period ended September 30, 2002, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned officers of the Company certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to such officer’s knowledge:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

Date: November 8, 2002
	/s/Thomas A. Dattilo
	Name:	Thomas A. Dattilo
	Title:	Chief Executive Officer
	/s/Philip G. Weaver
	Name:	Philip G. Weaver
	Title:	Chief Financial Officer

     The foregoing certification is being furnished solely pursuant to 18 U.S.C. § 1350 and is not being filed as part of the Report or as a separate disclosure.

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EX-10.I

EX-10.I Amend. 6 to Amend & Restated Credit Agrmt

EX-10.II

EX-10.II  Employment Agreement

EX-99

EX-99 Certificate