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                                                               EXHIBIT (10)(xxi)

                          COOPER TIRE & RUBBER COMPANY
             1998 NON-EMPLOYEE DIRECTORS COMPENSATION DEFERRAL PLAN
                (AS AMENDED AND RESTATED AS OF NOVEMBER 18, 2004)

1.      Purpose. The purpose of the Plan is to provide qualified individuals who
      are not employees of the Company who serve as members of the Board with
      equity compensation in addition to their Director's Fees and with an
      opportunity to defer payment of a portion of their Director's Fees in
      accordance with the terms and conditions set forth herein.

2.      Definitions. For the purposes of the Plan, the following capitalized
      words shall have the meanings set forth below:

      "Annual Fees" means the cash portion of (i) any annual fee payable to a
Non- Employee Director for service on the Board; (ii) any other fee determined
on an annual basis and payable for service on, or for acting as chairperson of,
any committee of the Board, and (iii) any similar annual fee or fees payable in
respect of service on the board of directors of any Subsidiary or any committee
of any such board of directors.

      "Annual Meeting" means an annual meeting of the Company's stockholders.

      "Annual Units" means Phantom Stock Units to be awarded to Non-Employee
Directors as additional compensation for service on the Board pursuant to
Section 5(b).

      "Beneficiary" or "Beneficiaries" means an individual or entity designated
by a Non-Employee Director on a Beneficiary Designation Form to receive Deferred
Benefits in the event of the Non-Employee Director's death; provided, however,
that, if no such individual or entity is designated or if no such designated
individual is alive at the time of the Non-Employee Director's death,
Beneficiary shall mean the Non-Employee Director's estate.

      "Beneficiary Designation Form" means a document, in a form approved by the
Committee to be used by Non-Employee Directors to name their respective
Beneficiaries. No Beneficiary Designation Form shall be effective unless it is
signed by the Non-Employee Director and received by the Committee prior to the
date of death of the Non-Employee Director.

      "Board" means the Board of Directors of the Company.

      "Code" means the Internal Revenue Code of 1986, as amended, and the
applicable rules and regulations promulgated thereunder.

      "Committee" means the committee of the Board that has been appointed to
administer the Plan or, if no committee has been appointed, the Board.

      "Common Stock" means the common stock, par value $1.00 per share, of the
Company.

      "Companies" means the Company and each Subsidiary.

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      "Company" means Cooper Tire & Rubber Company, a Delaware corporation, or
any successor to substantially all of its business.

      "Deferral Election Form" means a document, in a form approved by the
Committee, pursuant to which a Non-Employee Director makes a deferral election
under the Plan.

      "Deferral Period" means each period commencing on the date of an Annual
Meeting and ending on the date immediately preceding the next Annual Meeting.
The first Deferral Period under the Plan shall commence on the first day of the
first fiscal quarter of the Company to begin after May 5, 1998. If an individual
becomes eligible to participate in the Plan after the commencement of a Deferral
Period, the Deferral Period for the individual shall be the remainder of such
Deferral Period.

      "Deferred Benefit" means the sum of (i) any amount that will be paid on a
deferred basis under the Plan to a Non-Employee Director who has made a deferral
election pursuant to Section 5 plus (ii) the amount payable with respect to the
Annual Units.

      "Deferred Compensation Account" means the bookkeeping record established
for each Non-Employee Director. A Deferred Compensation Account is established
only for purposes of measuring a Deferred Benefit and not to segregate assets or
to identify assets that may be used to pay a Deferred Benefit.

      "Director's Fees" means the aggregate of a Non-Employee Director's Annual
Fees and Per Diem Fees.

      "Effective Date" means May 5, 1998.

      "Election Date" means the December 31st immediately preceding the
commencement of a Deferral Period. If an individual first becomes eligible to
participate in the Plan on an Annual Meeting date or after the start of a
Deferral Period, the Election Date shall be the thirtieth day following such
Annual Meeting date or initial participation date, as the case may be.

      "Fair Market Value" means the average of the highest and the lowest quoted
selling price of a share of Common Stock as reported on the composite tape for
securities listed on the New York Stock Exchange, or such other national
securities exchange as may be designated by the Committee, or, in the event that
the Common Stock is not listed for trading on a national securities exchange but
is quoted on an automated system, on such automated system, in any such case on
the valuation date (or, if there were no sales on the valuation date, the
average of the highest and the lowest quoted selling prices as reported on said
composite tape or automated system for the most recent day during which a sale
occurred).

      "Non-Employee Director" means a member of the Board who is not, and has
not been, an employee of the Company or any of its Subsidiaries.

      "Per Diem Fees" means a fee paid for attendance at or participation in (i)
each meeting of the Board, (ii) each meeting of a committee of the Board when
such meeting is held on a day other than a day for which a fee is paid for a
meeting of the Board, (iii) each day of services to the Company requested by the
chairman of the Board, and (iv) services similar to those specified in (i),
(ii), or (iii) above, provided to any Subsidiary.

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      "Phantom Stock Unit" means a bookkeeping unit representing one share of
Common Stock credited to a Deferred Compensation Account in accordance with
Section 5(d).

      "Plan" means the Cooper Tire & Rubber Company 1998 Non-Employee Director
Compensation Deferral Plan (as Amended and Restated as of November 18, 2004).

      "Subsidiary" means a corporation or other entity with respect to which the
Company, directly or indirectly, has the power, whether through the ownership of
voting securities, by contract or otherwise, to elect at least a majority of the
members of such corporation's board of directors or analogous governing body.

3.      Administration.

      (a)      The Plan shall be administered by the Committee.

      (b)      The Committee shall be authorized to interpret the Plan, to
            establish, amend and rescind any rules and regulations relating to
            the Plan, to make factual determinations in connection with the
            administration or interpretation of the Plan, and to make any other
            determinations that it believes are necessary or advisable for the
            administration of the Plan. The Committee may correct any defect or
            supply any omission or reconcile any inconsistency in the Plan or in
            any Deferral Election Form to the extent the Committee deems
            desirable to carry the Plan into effect. Any decision of the
            Committee in the administration of the Plan, as described herein,
            shall be final and conclusive. The Committee may act only by a
            majority of its members, except that the members thereof may
            authorize any one or more of the Committee members to execute and
            deliver documents on behalf of the Committee.

      (c)      The Committee shall be entitled to rely in good faith upon any
            report or other information furnished to it by any officer or
            employee of the Companies or from the financial, accounting, legal
            or other advisers of the Companies. Each member of the Committee,
            each individual designated by the Committee to administer the Plan
            and each other person acting at the direction of or on behalf of the
            Committee shall not be liable for any determination or anything done
            or omitted to be done by him or by any other member of the Committee
            or any other such individual in connection with the Plan, except for
            his own willful misconduct or as expressly provided by statute, and
            to the extent permitted by law and the bylaws of the Company, shall
            be fully indemnified and protected by the Company with respect to
            such determination, act or omission.

4.      Shares Available. The Company is authorized to issue up to 200,000
      shares of Common Stock under the Plan (the "Plan Limit"). Such shares of
      Common Stock may be newly issued shares of Common Stock or reacquired
      shares of Common Stock held in the treasury of the Company. The amount of
      any Annual Units paid in cash shall not be treated as issued under the
      Plan.

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5.    Deferral of Director's Fees and Crediting of Annual Units.

      (a) Deferral Elections.

            (i)     General Provisions. Non-Employee Directors may elect to
                  defer all or a specified percentage of their Director's Fees
                  with respect to a Deferral Period in the manner provided in
                  this Section 5. A Non-Employee Director's Deferred Benefit is
                  at all times nonforfeitable.

            (ii)    Deferral Election Forms. Before the Election Date applicable
                  to a Deferral Period, each Non-Employee Director will be
                  provided with a Deferral Election Form and a Beneficiary
                  Designation Form. In order for a Non-Employee Director to
                  participate in the deferral portion of the Plan for a given
                  Deferral Period, a Deferral Election Form, completed and
                  signed by him, must be delivered to the Company on or prior to
                  the applicable Election Date. A Deferral Election Form
                  submitted by a Non-Employee Director for a Deferral Period
                  shall be deemed to be a continuing election for all subsequent
                  Deferral Periods, unless the Employee Director completes and
                  files a subsequent Deferral Election Form with the Company
                  prior to the Election Date applicable to that Deferral Period.
                  A Non-Employee Director electing to participate in the Plan
                  for a given Deferral Period shall indicate on his Deferral
                  Election Form:

                  (A)     the percentage of the Director's Fees for the Deferral
                        Period to be deferred which shall be in multiples of
                        10%; and

                  (B)     if the Deferral Election Form is the first such form
                        filed by the Non-Employee Director, the Non-Employee
                        Director's election, in accordance with Sections 5(f)
                        and 5(g), as to the timing and manner of payment of the
                        Deferred Benefits. A Non-Employee Director's election as
                        to the timing and manner of payment of Deferred Benefits
                        in the initial Deferral Election Form shall govern the
                        timing and manner of payment of all subsequent deferrals
                        under the Plan and may not be changed or revoked without
                        the prior written consent of the Committee.

            (iii)   Effect of No Deferral Election. A Non-Employee Director who
                  does not have a completed and signed Deferral Election Form on
                  file with the Company on or prior to the applicable Election
                  Date for a Deferral Period may not defer his Director's Fees
                  for such Deferral Period.

      (b)      Award of Annual Units. Annual Units shall be awarded to each
            Non-Employee Director in December of each year (or at such other
            time as may be determined by the Committee) commencing December
            2004. The number of Annual Units to be so awarded to each
            Non-Employee Director shall be 500 per year, unless and until a
            greater or lesser number is specified by the Committee.

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      (c)      Establishment of Deferred Compensation Accounts. A Non-Employee
            Director's deferrals and the Annual Units will be credited to a
            Deferred Compensation Account set up for that Non-Employee Director
            by the Company in accordance with the provisions of this Section 5.

      (d)   Crediting of Phantom Stock Units to Deferred Compensation Accounts.

            (i)     Number of Phantom Stock Units. The portion of the Director's
                  Fees that a Non-Employee Director elects to defer shall be
                  credited to the Deferred Compensation Account as of the last
                  business day of the fiscal quarter in which such portion of
                  the Director's Fees would otherwise have been payable to the
                  Non-Employee Director. The number of Phantom Stock Units to be
                  so credited to the Deferred Compensation Account shall be
                  determined by dividing (1) the amount of the Director's Fees
                  over such quarter by (2) the Fair Market share of Common Stock
                  as of the date of crediting. Any partial Phantom Stock Unit
                  that results from the application of the previous sentence
                  shall be rounded to the nearest whole Phantom Stock Unit. The
                  number of Annual Units awarded to a Non-Employee Director
                  shall be credited to the Deferred Compensation Account as of
                  the date of grant.

            (ii)    Dividend Equivalents. In the event that the Company pays any
                  cash or other dividend or makes any other distribution in
                  respect of the Common Stock, the Deferred Compensation Account
                  of a Non-Employee Director will be credited with additional
                  Phantom Stock Units determined by dividing (A) the amount of
                  cash, or the value (as determined by the Committee) of any
                  securities or other property, paid or distributed in respect
                  of a corresponding number of shares of Common Stock by (B) the
                  Fair Market Value of a share of Common Stock as of the date of
                  such payment or distribution. Any partial Phantom Stock Unit
                  that results from the application of the previous sentence
                  shall be rounded up to a whole Phantom Stock Unit. Such credit
                  shall be made effective as of the date of the dividend or
                  other distribution in respect of the Common Stock.

            (iii)   No Rights as Stockholder. The crediting of Phantom Stock
                  Units to a Non-Employee Director's Deferred Compensation
                  Account shall not confer on the Non-Employee Director any
                  rights as a stockholder of the Company.

      (e)      Written Statements of Account. The Company will furnish each
            Non-Employee Director with a statement setting forth the value of
            such Non-Employee Director's Deferred Compensation Account as of the
            end of each Deferral Period and all credits to and payments from the
            Deferred Compensation Account during the Deferral Period. Such
            statement shall separately detail the portion of the Deferred
            Benefit representing deferred Director's Fees and the portion of the
            Deferred Benefit representing Annual Units. Such statement will be
            furnished no later than sixty days after the end of the Deferral
            Period.

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      (f)   Manner of Payment of Deferred Benefit.

            (i)     Payment of any portion of the Deferred Benefit representing
                  deferred Director's Fees shall be in shares of Common Stock.
                  Payment shall be made either in a single lump sum or in a
                  series of five or fewer annual installments. The amount of
                  each installment payment to a Non-Employee Director shall be
                  determined in accordance with the formula B/(N - P), where "B"
                  is the value of the Deferred Compensation Account representing
                  deferred Director's Fees as of the installment calculation
                  date, "N" is the number of installments elected by the
                  Non-Employee Director and "P" is the number of installments
                  previously paid to the Non-Employee Director. Any partial unit
                  resulting in the calculation above will be settled in cash.

            (ii)    Payment of the portion of the Deferred Benefits representing
                  Annual Units shall be in cash or in shares of Common Stock at
                  the Non-Employee Director's election. If the Non-Employee
                  Director fails to make a timely election prior to
                  distribution, the Annual Units will be paid in Common Stock.
                  Payment shall be made either in a single lump sum or in a
                  series of five or fewer annual installments. The amount of
                  each installment payment to a Non-Employee Director shall be
                  determined in accordance with the formula B/(N - P), where "B"
                  is the value of the Deferred Compensation Account representing
                  deferred Annual Units as of the installment calculation date,
                  "N" is the number of installments elected by the Non-Employee
                  Director and "P" is the number of installments previously paid
                  to the Non-Employee Director. If the Non-Employee Director
                  elects to receive payment of the Annual Units in Common Stock,
                  any partial unit resulting in the calculation above will be
                  settled in cash.

      (g)      Commencement of Payment of Deferred Benefit Attributable to
            Deferred Director's Fees. Payment of a Non-Employee Director's
            Deferred Benefit attributable to any portion of the Deferred Benefit
            representing Director's Fees shall commence as soon as practicable
            (but in no event more than sixty days) after the earlier to occur
            of:

            (i)     termination of service as a member of the Board; and

            (ii)    the date specified in the Deferral Election Form executed by
                  the Non-Employee Director.

      (h)      Commencement of Payment of Annual Units. Payment of a Non-
            Employee Director's Annual Units shall commence as soon as
            practicable (but in no event more than sixty days) after termination
            of service as a member of the Board.

      (i)      Death. In the event of a Non-Employee Director's death, the
            Non-Employee Director's entire Deferred Benefit (including any
            unpaid portion

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            thereof corresponding to installments not yet paid at the time of
            death), to the extent not distributed earlier pursuant to Section
            5(g), will be distributed in a lump sum to the Non-Employee
            Director's Beneficiary as soon as practicable after the date of
            death, but in no event more than six months after the Non-Employee
            Director's date of death.

      (j)      Restrictions on Transfer. The Company shall pay all Deferred
            Benefits payable under the Plan only to the Non-Employee Director or
            Beneficiary designated under the Plan to receive such amounts.
            Neither a Non-Employee Director nor his Beneficiary shall have any
            right to anticipate, alienate, sell, transfer, assign, pledge,
            encumber or change any benefits to which he may become entitled
            under the Plan, and any attempt to do so shall be void. A Deferred
            Benefit shall not be subject to attachment, execution by levy,
            garnishment, or other legal or aquitable process for a Non-Employee
            Director's or Beneficiary's debts or other obligations.

6.    Designation of Beneficiary.

      (a)      Beneficiary Designations. Each Non-Employee Director may
            designate a Beneficiary to receive any Deferred Benefit due under
            the Plan on the Non-Employee Director's death by executing a
            Beneficiary Designation Form.

      (b)      Change of Beneficiary Designation. A Non-Employee Director may
            change an earlier Beneficiary designation by executing a later
            Beneficiary Designation Form and delivering it to the Committee. The
            execution of a Beneficiary Designation Form and its receipt by the
            Committee revokes and rescinds any prior Beneficiary Designation
            Form.

7.    Recapitalization or Reorganization.

      (a)      Authority of the Company and Stockholders. The existence of the
            Plan shall not affect or restrict in any way the right or power of
            the Company or the stockholders of the Company to make or authorize
            any adjustment, recapitalization, reorganization or other change in
            the Company's capital structure or its business, any merger or
            consolidation of the Company, any issue of stock or of options,
            warrants or rights to purchase stock or of bonds, debentures,
            preferred or prior preference stocks having rights superior to or
            affecting the Common Stock or the rights thereof or which are
            convertible into or exchangeable for Common Stock, or the
            dissolution or liquidation of the Company, or any sale or transfer
            of all or any part of its assets or business, or any other corporate
            act or proceeding, whether of a similar character or otherwise.

      (b)      Change in Capitalization. Notwithstanding any other provision of
            the Plan, in the event of any change in the outstanding Common Stock
            by reason of a stock dividend, recapitalization, reorganization,
            merger, consolidation, stock split, combination or exchange of
            shares (a "Change in Capitalization"): (i) such proportionate
            adjustments as may be necessary (in the form determined by the
            Committee in its sole discretion) to reflect such change shall be
            made to prevent

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            dilution or enlargement of the rights of Non-Employee Directors
            under the Plan with respect to the aggregate number of shares of
            Common Stock authorized to be awarded under the Plan, the number of
            Phantom Stock Units credited to a Non-Employee Director's Deferred
            Compensation Account and the number of Annual Units to be awarded
            pursuant to Section 5(b), and (ii) the Committee may make such other
            adjustments, consistent with the foregoing, as it deems appropriate
            in its sole discretion.

      (c)      Dissolution or Liquidation. In the event of the proposed
            dissolution or liquidation of the Company, all Deferred Benefits
            credited to the Non-Employee Director's Deferred Compensation
            Account as of the date of the consummation of a proposed dissolution
            or liquidation shall be paid in cash to the Non-Employee Director
            or, in the event of death of the Non-Employee Director prior to
            payment, to the Beneficiary thereof on the date of the consummation
            of such proposed action. The cash amount paid for each Phantom Stock
            Unit shall be the Fair Market Value of a share of Common Stock as of
            the date of the consummation of such proposed action.

8.    Termination and Amendment of the Plan.

      (a)      Termination. Unless terminated earlier in accordance with Section
            8(b), the Plan shall terminate on the tenth anniversary of the
            Effective Date. Following the tenth anniversary of the Effective
            Date, no further Director's Fees or Annual Units may be deferred by
            a Non-Employee Director but any amounts deferred prior to the date
            of such termination shall be paid in accordance with the Deferral
            Election Form.

      (b)      General Power of Board. Notwithstanding anything herein to the
            contrary, the Board may at any time and from time to time terminate,
            modify, suspend or amend the Plan in whole or in part and settle all
            Phantom Stock Units in shares of Common Stock; provided, however,
            that no such termination, modification, suspension or amendment
            shall be effective without stockholder approval if such approval is
            required to comply with any applicable law or stock exchange rule;
            and, provided further, that the Board may not, without stockholder
            approval, increase the maximum number of shares issuable under the
            Plan, except as provided in Section 7(b) above.

9.    Miscellaneous.

      (a)      No Right to Reelection. Nothing in the Plan shall be deemed to
            create any obligation on the part of the Board to nominate any of
            its members for reelection by the Company's stockholders, nor confer
            upon any Non-Employee Director the right to remain a member of the
            Board for any period of time, or at any particular rate of
            compensation.

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      (b)      Unfunded Plan.

            (i)     Generally. This Plan is unfunded. Amounts payable under the
                  Plan will be satisfied solely out of the general assets of the
                  Company subject to the claims of the Company's creditors.

            (ii)    Deferred Benefits. A Deferred Benefit represents at all
                  times an unfunded and unsecured contractual obligation of the
                  Company and each Non-Employee Director or Beneficiary will be
                  an unsecured creditor of the Company. No Non-Employee
                  Director, Beneficiary or any other person shall have any
                  interest in any fund or in any specific asset of the Company
                  by reason of any amount credited to him hereunder, nor shall
                  any Non-Employee Director, Beneficiary or any other person
                  have any right to receive any distribution under the Plan
                  except as, and to the extent, expressly provided in the Plan.
                  The Company will not segregate any funds or assets for
                  Deferred Benefits or issue any notes or security for the
                  payment of any Deferred Benefits. Any reserve or other asset
                  that the Company may establish or acquire to assure itself of
                  the funds to provide benefits under the Plan shall not serve
                  in any way as security to any Non-Employee Director,
                  Beneficiary or other person for the performance of the Company
                  under the Plan.

      (c)      Other Compensation Arrangements. Benefits received by a Non-
            Employee Director pursuant to the provisions of the Plan shall not
            be included in, nor have any effect on, the determination of
            benefits under any other arrangement provided by the Company.

      (d)      Securities Law Restrictions. All certificates for shares of
            Common Stock delivered under the Plan shall be subject to such
            stock-transfer orders and other restrictions as the Committee may
            deem advisable under the rules, regulations, and other requirements
            of the Securities and Exchange Commission or any exchange upon which
            the Common Stock is then listed, and any applicable federal or state
            securities law, and the Committee may cause a legend or legends to
            be put an any such certificates to make appropriate reference to
            such restrictions. No shares of Common Stock shall be issued
            hereunder unless the Company shall have determined that such
            issuance is in compliance with, or pursuant to an exemption from,
            all applicable federal and state securities laws.

      (e)      Expenses. The costs and expenses of administering the Plan shall
            be borne by the Company.

      (f)      Applicable Law. Except as to matters of federal law, the Plan and
            all actions taken thereunder shall be governed by and construed in
            accordance with the laws of the State of Delaware without giving
            effect to conflicts of law principles.

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      (g)      Effective Date. The Plan was effective as of the Effective Date,
            subject to the approval thereof by the stockholders of the Company
            at the Annual Meeting held on such date. The Plan was amended and
            restated, effective November 18, 2004, without further approval by
            the stockholders, to provide for Annual Units.

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