0000950152-02-001903 Sample Contracts

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 18th, 2002 • Cooper Tire & Rubber Co • Tires & inner tubes

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this 6th day of June, 2000, between COOPER TIRE & RUBBER COMPANY, a Delaware corporation with its principal offices located at 701 Lima Avenue, Findlay, Ohio 45840, (the “Company”), and Philip G. Weaver, residing at 8530 TR 112, McComb, Ohio 45858 (the “Executive”).

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AMENDMENT NO. 5 TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • March 18th, 2002 • Cooper Tire & Rubber Co • Tires & inner tubes

THIS AMENDMENT NO. 5 TO AMENDED AND RESTATED CREDIT AGREEMENT dated as of December 21, 2001 (this “Amendment No. 5”), 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

SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 18th, 2002 • Cooper Tire & Rubber Co • Tires & inner tubes

THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this 6th day of February, 2002, between COOPER TIRE & RUBBER COMPANY, a Delaware corporation with its principal offices located at 701 Lima Avenue, Findlay, Ohio 45840, (the “Company”), and Thomas A. Dattilo, residing at 26730 West River Road, Perrysburg, Ohio 43551 (the “Executive”).

AGREEMENT
Retirement Agreement • March 18th, 2002 • Cooper Tire & Rubber Co • Tires & inner tubes

I, William S. Klein, on my behalf and on behalf of my successors, assigns, heirs, executors, legal representatives and administrators, who shall be bound hereby, do freely enter into this Agreement (“the Agreement”) with Cooper Tire & Rubber Company, a Delaware corporation (“Cooper”), and do hereby agree that my undertakings and obligations as set forth herein shall also extend to the subsidiaries and affiliates of Cooper, and to all of its officers, directors, agents, employees, successors, assigns and legal representatives (collectively, the “Company”).

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