EX-4.6






Exhibit 4.6




AMENDMENT NO. 1




COOPER TIRE & RUBBER COMPANY SPECTRUM INVESTMENT SAVINGS PLAN



The Plan named above gives the Employer the right to amend it at any time. According to that
right, the Plan is amended as follows:




Effective July 6, 2007:



By striking the definition of Eligible Employee from the DEFINITIONS SECTION of Article I and
substituting the following:





Eligible Employee means any Employee of the Employer who is a salaried or non-union hourly
Employee, but including bargaining Employees at the Cedar Rapids Warehouse location, however
shall exclude the following:




Bargaining class, with exception of bargaining class Employees at the Cedar Rapids
Warehouse location. Not otherwise represented for collective bargaining purposes by
any collective bargaining agreement between the Employer and employee
representatives, if retirement benefits were the subject of good faith bargaining
and if two percent or less of the Employees who are covered pursuant to that
agreement are professionals as defined in section 1.410(b)-9 of the regulations.
For this purpose, the term “employee representatives” does not include any
organization more than half of whose members are Employees who are owners, officers,
or executives of the Employer.




Leased Employee.


By striking the second paragraph from subparagraph (a) in the EMPLOYER CONTRIBUTIONS SECTION of
Article III and substituting the following:





The elective deferral agreement to start or modify Elective Deferral Contributions shall be
effective as soon as administratively feasible following that date on which the
Participant’s Entry Date (Reentry Date, if applicable) or any following date occurs.
However, for Inactive Participants who have separated from service for the purpose of
retirement, the elective deferral agreement for purposes of Compensation received after his
recorded retirement date can be modified on any date.


By adding the following prior to the last paragraph in subparagraph (a) in the EMPLOYER
CONTRIBUTIONS SECTION of Article III:





An Inactive Participant who has separated from service for the purpose of retirement, may
elect to make Elective Deferral Contributions on any Compensation received after his
recorded retirement date.



Effective October 1, 2007:



By striking the Listing of Adopting Employers from the ADOPTING EMPLOYER — SINGLE PLAN SECTION of
Article II and substituting the following:




 









 








ADOPTING EMPLOYERS




	 	 	 	 	 
	 

	 	NAME
	 	DATE OF ADOPTION
	 
	 	 	 	 
	 

	 	CTBX Company

Cooper Tire & Vehicle Test Center Inc.
	 	April 14, 2004

June 4, 2004





By adding the following prior to the last paragraph in subparagraph (b) in the EMPLOYER
CONTRIBUTIONS SECTION of Article III:





Employees of Oliver Rubber Company who are no longer a member of the Controlled Group with
Cooper Tire & Rubber Company, effective October 1, 2007, as a result of the disposition of
Oliver Rubber Company, shall continue to be subject to the allocation requirements for
Company Contributions, other than ESOP Contributions, as stated in the ALLOCATION SECTION of
Article III. In order for an Oliver Rubber Company Employee to receive the match made on
Elective Deferral Contributions under this Plan for the period of January 1, 2007 to
September 30, 2007, he must be an employee of Oliver Rubber Company on December 31, 2007.
If he is a part-time employee, all of his hours with Oliver Rubber Company shall be taken
into account for the period January 1, 2007 to December 31, 2007 in determining eligibility
for the allocation.


By striking the first paragraph from the LOANS TO PARTICIPANTS SECTION of Article V and
substituting the following:





     Loans shall be made available to all Participants on a reasonably equivalent basis.
However, loans shall not be available to Employees who are currently on a leave of absence.
For purposes of this section, and unless otherwise specified, Participant means Active
Participant. Loans shall not be made to Highly Compensated Employees in an amount greater
than the amount made available to other Participants. Money purchase assets or Voluntary
Contributions included in the Participant’s Account will not be used in the calculation or
distribution of any loan.



Effective January 1, 2008:



By adding the following prior to the last paragraph in subparagraph (a) in the EMPLOYER
CONTRIBUTIONS SECTION of Article III:





For Employees hired on and after January 1, 2008, the Plan provides for an automatic
election to have Elective Deferral Contributions made. The automatic Elective Deferral
Contribution shall be Pre-tax Elective Deferral Contributions and shall be 3% of
Compensation. The automatic Elective Deferral Contribution shall be automatically increased
on each anniversary of a Participant’s date of hire by 1% up to a maximum automatic Elective
Deferral Contribution of 6%. The Participant may affirmatively elect a different percentage
or elect not to make Elective Deferral Contributions, in which case the automatic increase
provisions of this paragraph shall not apply to him. The opt out period is the 60-day
period beginning on the date of hire or rehire.




Such automatic election shall apply when a Participant first becomes eligible to make
Elective Deferral Contributions (or again becomes eligible after a period during which he
was not an Active Participant). The Participant shall be provided a notice that explains
the automatic election and his right to elect a different rate of Elective Deferral
Contributions or to elect not to make Elective Deferral Contributions. The notice shall
include the procedure for exercising that



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right, the timing for implementing any such
election, and the investment of such Elective Deferral
Contributions if the Participant fails to provide investment direction. The Participant
shall be given a reasonable period thereafter to elect a different rate of Elective Deferral
Contributions or to elect not to make Elective Deferral Contributions.




Each Active Participant affected by the automatic election and automatic increase shall be
provided an annual notice that explains the automatic election and his right to elect a
different rate of Elective Deferral Contributions or to elect not to make Elective Deferral
Contributions. The notice shall include the procedure for exercising those rights and the
timing for implementing any such elections.



Effective July 1, 2008:



By striking subparagraph (b) from the WITHDRAWAL BENEFITS SECTION of Article V and substituting the
following:





	 	(b)	 	In-Service Withdrawal:
	 
	 	 	 	A Participant may take an in-service withdrawal of that part of his Vested Account
that results from Voluntary Contributions made prior to January 1, 1987; Voluntary
Contributions made after December 31, 1986, plus all earnings on Voluntary
Contributions, if age 59 1/2 or older; Elective Deferral Contributions plus earnings
on those Elective Deferral Contributions, and if in the Plan for at least 5 years,
Company Contributions plus earnings on Company Contributions. Only 3 such
withdrawals will be allowed in a 12-month period and will be distributed based on
the order listed in the prior sentence. The minimum amount of any such withdrawal
from the portion of your Account which results from Voluntary Contributions shall be
$500. A Participant cannot withdraw that portion of his Account that may be the
result of funds from a money purchase plan





Effective January 1, 2009:



By adding the following after the paragraph beginning “For Employees hired on and after January 1,
2008,” (as previously amended above, effective January 1, 2008) in subparagraph (a) in the EMPLOYER
CONTRIBUTIONS SECTION of Article III:





On and after January 1, 2009, for all Active Participants, the Plan provides for an
automatic election to have Elective Deferral Contributions made. The automatic Elective
Deferral Contribution shall be Pre-tax Elective Deferral Contributions and shall be 3% of
Compensation. The automatic Elective Deferral Contribution shall be automatically increased
on each anniversary of a Participant’s date of hire by 1% up to a maximum automatic Elective
Deferral Contribution of 6%. The Participant may affirmatively elect a different percentage
or elect not to make Elective Deferral Contributions, in which case the automatic increase
provisions of this paragraph shall not apply to him. The opt out period is the 60-day
period beginning on the date of hire or rehire.


By striking the paragraph beginning “Such automatic election shall apply” (as previously amended
above, effective January 1, 2008) in subparagraph (a) in the EMPLOYER CONTRIBUTIONS SECTION of
Article III and substituting the following:





Such automatic election shall apply when a Participant first becomes eligible to make
Elective Deferral Contributions (or again becomes eligible after a period during which he
was not an Active Participant). The automatic election shall also apply to all Active
Participants as of



3









 







January 1, 2009, who have not elected to make Elective Deferral
Contributions. The Participant
shall be provided a notice that explains the automatic election and his right to elect a
different rate of Elective Deferral Contributions or to elect not to make Elective Deferral
Contributions. The notice shall include the procedure for exercising that right, the timing
for implementing any such election, and the investment of such Elective Deferral
Contributions if the Participant fails to provide investment direction. The Participant
shall be given a reasonable period thereafter to elect a different rate of Elective Deferral
Contributions or to elect not to make Elective Deferral Contributions.


This amendment is made an integral part of the aforesaid Plan and is controlling over the terms of
said Plan with respect to the particular items addressed expressly herein. All other provisions of
the Plan remain unchanged and controlling.



Unless otherwise stated on any page of this amendment, eligibility for benefits and the amount of
any benefits payable to or on behalf of an individual who is an Inactive Participant on the
effective date(s) stated above, shall be determined according to the provisions of the aforesaid
Plan as in effect on the day before he became an Inactive Participant.



Signing this amendment, the Employer, as plan sponsor, has made the decision to adopt this plan
amendment. The Employer is acting in reliance on its own discretion and on the legal and tax
advice of its own advisors, and not that of any member of the Principal Financial Group or any
representative of a member company of the Principal Financial Group.




Signed this 21st day of December, 2007.




	 	 	 	 	 
	 	COOPER TIRE & RUBBER COMPANY

 	 
	 	By:  	/s/ S. O. Schroeder
 	 
	 	 	S. O. Schroeder 	 
	 	 	Plan Administrator

Title 	 
	 
	 	 	 
	 	By:  	                                                     /s/ C. F. Nagy
 	 
	 	 	C. F. Nagy 	 
	 	 	Committee Member

Title 	 
	 




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