Exhibit 4.1



 





Exhibit 4.1






701 Lima Avenue

Findlay, Ohio 45840




	 	 	 
	JAMES E. KLINE

VICE PRESIDENT,

GENERAL COUNSEL

& SECRETARY

	 	(419) 427-4757

Fax: (419) 420-6052

E-Mail: jekline@coopertire.com







May 7, 2004




The Fifth Third Bank

Corporate Trust Administration

38 Fountain Square Plaza MD-1090D2

Cincinnati, Ohio 45263

Attention: Trust Officer



Computershare Investor Services, LLC

Two North LaSalle Street

Chicago, IL 60602

Attention: Relationship Management

312-588-4993 — phone

312-601-4340 — fax



	 	 	 
	Re:

	 	Amendment No. 1 to Amended and Restated Rights Agreement,
Removal of Rights Agent Under Cooper Tire & Rubber Company Rights Plan,
and Appointment of Successor Rights Agent Under Cooper Tire & Rubber Company
Rights Plan (the “Amendment, Removal and Appointment Agreement”)
	

	 	
 







Ladies and Gentlemen:




     1. Pursuant to Section 27 of the Amended and Restated Rights Agreement,
dated as of May 11, 1998 (the “Rights Agreement”), between Cooper Tire & Rubber
Company (the “Company”), and The Fifth Third Bank, as rights agent (the “Rights
Agent” and, together with the Company, the “Rights Agreement Parties”), the
Company, by resolution adopted by its Directors, and the Rights Agent hereby
amend the Rights Agreement as follows:




          (a) Section 1(f) of the Rights Agreement is hereby amended and
restated in its entirety as follows:




                    “ ‘Business Day’ shall mean any day other than a Saturday,
Sunday or a day on which the New York Stock Exchange is closed.”




          (b) Section 18(a) of the Rights Agreement is hereby amended and
restated in its



 









 





The Fifth Third Bank and

Computershare Investor Services, LLC

May 7, 2004

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entirety as follows:




                    “(a) The Company agrees to pay to the Rights Agent reasonable
compensation for all services rendered by it hereunder and, from
time to time, on demand of the Rights Agent, its reasonable
expenses, including reasonable fees and disbursements of its
counsel, incurred in connection with the execution and
administration of this Agreement and the exercise and performance
of its duties hereunder. The Company shall indemnify the Rights
Agent for, and hold it harmless against, any loss, liability, or
expense, incurred without gross negligence, bad faith or willful
misconduct on the part of the Rights Agent, for anything done or
omitted by the Rights Agent in connection with the acceptance and
administration of this Agreement, including the costs and expenses
of defending against any claim of liability hereunder.”




          (c) Section 20(c) of the Rights Agreement is hereby amended and
restated in its entirety as follows:




                    “(c) The Rights Agent shall be liable hereunder only for its
own gross negligence, bad faith or willful misconduct.”




          (d) Section 31 of the Rights Agreement is hereby amended and
restated in its entirety as follows:




                    “Section 31. Governing Law. This Agreement, each Right and
each Rights Certificate issued hereunder shall be governed by, and
construed in accordance with, the laws of the State of Delaware;
provided, however, that Sections 18, 19, 20 and 21 shall be
governed by, and construed in accordance with, the laws of the
State of Illinois (or the state of incorporation of any successor
Rights Agent).”




          (e) Section 21 of the Rights Agreement is hereby amended and
restated in its entirety as follows:




                    “Section 21. Change of Rights Agent. The Rights Agent or any
successor Rights Agent may resign and be discharged from its duties
under this Agreement upon thirty days’ prior notice in writing
mailed to the Company, and to each transfer agent of the Preferred
Stock and the Company Common Stock, by registered or certified
mail, and to the holders of Rights Certificates by first class
mail. The Company may remove the Rights Agent or any successor
Rights Agent upon thirty days’ prior notice in writing, mailed to
the Rights Agent or successor Rights Agent, as the case may be, and
to each transfer agent of the Preferred Stock and the Company
Common Stock, by registered or certified mail, and to the holders
of Rights Certificates by first class mail. If the Rights Agent
shall resign or be removed or shall otherwise become incapable of
acting, the Company shall appoint a successor to the Rights Agent.
If the Company shall fail to make such



 









 





The Fifth Third Bank and

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appointment within a period
of thirty days after giving notice of such removal or after it has
been notified in writing of such resignation or incapacity by the
resigning or incapacitated Rights Agent or by the holder of a
Rights Certificate (who shall, with such notice, submit such
holder’s Rights Certificate for inspection by the Company), then
any registered holder of any Rights Certificate may apply to any
court of competent jurisdiction for the appointment of a new Rights
Agent. Any successor Rights Agent, whether appointed by the
Company or by such a court, shall be (a) a corporation, limited
liability company or trust company (or similar form of entity under
the laws of the United States or any state of the United States),
in good standing and authorized to conduct business under the laws
of the United States or any state of the United States, which is
authorized under such laws to exercise corporate trust or stock
transfer powers and is subject to supervision or examination by
federal or state authority and which has at the time of its
appointment as Rights Agent a combined capital and surplus of at
least $10,000,000 or (b) an Affiliate controlled by an entity
described in clause (a) of this sentence. After appointment, the
successor Rights Agent shall be vested with the same powers,
rights, duties and responsibilities as if it had been originally
named as Rights Agent without further act or deed; but the
predecessor Rights Agent shall deliver and transfer to the
successor Rights Agent any property at the time held by it
hereunder, and execute and deliver any further assurance,
conveyance, act or deed necessary for the purpose. Not later than
the effective date of any such appointment, the Company shall file
notice thereof in writing with the predecessor Rights Agent and
each transfer agent of the Preferred Stock and the Company Common
Stock, and mail a notice thereof in writing to the registered
holders of the Rights Certificates. Failure to give any notice
provided for in this Section 21, however, or any defect therein,
shall not affect the legality or validity of the resignation or
removal of the Rights Agent or the appointment of the successor
Rights Agent.”




          (f) The Company and ComputerShare Investor Services, LLC
(“ComputerShare”) agree that the address and contact information set
forth above for ComputerShare will be the information for ComputerShare
for purposes of Section 25 of the Rights Agreement.




          (g) The Rights Agreement shall not otherwise be supplemented or
amended by virtue of this Amendment, Removal and Appointment Agreement,
but shall remain in full force and effect.




          (h) Capitalized terms used without other definition in Section 1 of
this Amendment, Removal and Appointment Agreement shall be used as
defined in the Rights Agreement.




          (i) This Amendment, Removal and Appointment Agreement shall be
governed by, and construed in accordance with the laws of the State of
Ohio.



 









 





The Fifth Third Bank and

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          (j) This Amendment, Removal and Appointment Agreement may be
executed (including by telecopier) in one or more counterparts, including
by the Rights Agreement Parties in separate counterparts, each of which
when executed shall be deemed to be an original, but all of which taken
together shall constitute one and the same instrument.




          (k) Exhibits B and C to the Rights Agreement shall be deemed amended
in a manner consistent with this Amendment, Removal and Appointment
Agreement.



     2. Pursuant to Section 21 of the Rights Agreement, the Company hereby
provides 30 days’ notice of the Rights Agent’s removal as rights agent pursuant
to the Rights Agreement, effective as of May 7, 2004, and the Rights Agent
hereby accepts and agrees to such removal, and waives the time period for
notice of removal under the Rights Agreement, by its countersignature to this
Amendment, Removal and Appointment Agreement in the space provided below.



     3. Pursuant to Section 21 of the Rights Agreement, the Company hereby
appoints Computershare as successor to the Rights Agent, as rights agent to act
as agent for the Company and its stockholders in accordance with the terms and
conditions of the Rights Agreement, effective as of May 7, 2004, and
Computershare hereby accepts and agrees to such appointment, also effective as
of May 7, 2004, by its countersignature to this Amendment, Removal and
Appointment Agreement in the space provided below.



 









 





The Fifth Third Bank and

Computershare Investor Services, LLC

May 7, 2004

Page 5



	 	 	 
	 	 	
Very truly yours,
	 	 	
COOPER TIRE & RUBBER COMPANY
	`	 	
By:                      /s/ James E. Kline



James E. Kline, Vice President

General Counsel & Secretary
	 
	 
	Accepted and agreed to as of the date

first written above:	 	
Accepted and agreed to as of the date

first written above:
	THE FIFTH THIRD BANK	 	
COMPUTERSHARE INVESTOR

SERVICES, LLC
	By:                      /s/ Randolph J. Stierer



Name: Randolph J. Stierer

Title:   Vice President	 	
By:                      /s/ Michael J. Lang



Name: Michael J. Lang

Title:   Relationship Manager