EMPLOYMENT AGREEMENT
 
THIS AGREEMENT dated as of January 1, 1999, between COOPER TIRE & RUBBER 
COMPANY, a Delaware corporation with its principal offices located at 701 Lima 
Avenue, Findlay, Ohio, (the "Company"), and Thomas A. Dattilo, 26730 West 
River Road, Perrysburg, Ohio 43551 ("Executive").
 
                                  WITNESSETH:
                                  ----------
 
WHEREAS, the Executive has been employed by the Company in the capacity of 
President and Chief Operating Officer, commencing on the date hereof;
 
WHEREAS, the Company desires to retain the services of the Executive in the 
future; and
 
WHEREAS, the Executive desires to serve in the capacity of President and Chief 
Operating Officer of the Company, pursuant to the terms and provisions of this 
Agreement.
 
NOW, THEREFORE, in consideration of the premises and the mutual covenants 
herein contained, the parties hereto agree as follows:
 
1.  Employment and Duties.
 
(a) General. The Company hereby employs Executive and Executive agrees 
        upon the terms and conditions herein set forth to serve as President 
        and Chief Operating Officer and in such capacity, shall perform such 
        duties as may be delineated in the by-laws of the Company, and such 
        other duties, commensurate with Executive's title and position of 
        President and Chief Operating Officer, as may be assigned to Executive 
        from time to time by the Board of Directors of the Company (the 
        "Board") or such officer of the Company as may be designated by the 
        Board.  If elected, Executive will serve as a member of the Board or 
        on committees of the Board.
 
(b) Exclusive Services.  Throughout the Period (as defined in paragraph 2 
        below), 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 Period and provided 
        that such activities do not contravene the provisions of subparagraph 
        l(b) hereof or paragraph 5 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,
 
 
 
 
 
 
 
 
(continued)
                                      10
 
 
        (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 subparagraph 
               l(c)(iii) competition shall have the same meaning as intended 
               for the purposes of paragraph 5.
 
2.  Term of Employment.  Subject to the provisions of paragraph 4. hereof, the
    Company shall retain Executive and Executive shall serve in the employ of
    the Company for a period (the "Period") commencing on the date hereof 
    and continuing in effect through December 31, 2002; provided, however, 
    that commencing on January 1, 2000, and each January 1 thereafter until 
    the year in which Executive's 62nd birthday occurs, the Period shall 
    automatically be extended for one additional year unless, no later than 
    September 30 of the preceding year, the Company or Executive shall have 
    given notice to the other that it does not wish to extend this Agreement.
 
3.  Compensation and Other Benefits.  Subject to the provisions of this 
    Agreement, the Company shall pay and provide the following compensation 
    and other benefits to Executive during the Period as compensation for 
    services rendered hereunder:
 
    (a)  Base Salary.  The Company shall pay to Executive an annual base 
         salary, as defined in the Company's Top Management Compensation Plan 
         adopted by the Board on April 28, 1973 (the "Compensation Plan"), at 
         the rate of $375,000 per annum, payable biweekly.  The Company shall 
         be entitled to deduct or withhold all taxes and charges which the 
         Company may be required to deduct or withhold therefrom.  The base 
         salary will be reviewed not less than annually by the Board or by the 
         Audit and Compensation Committee of the Board and may be increased, 
         but not decreased.
 
    (b)  Employee Benefit Plans.  At all times during the Period, Executive 
         shall be provided the opportunity to participate in such pension and 
         welfare plans, programs and arrangements (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 Company shall pay to Executive annual 
         incentive compensation under the system established by the 
         Compensation Plan.
 
4.  Termination of Employment.
 
    (a)  Termination for Cause; Resignation Without Good Reason.
 
           (i)  If, prior to the expiration of the Period, Executive's 
                employment is terminated by the Company for Cause, as defined 
                in subparaqraph 4(a)(ii), or if Executive resigns from his 
                employment hereunder without Good Reason, as defined in 
                subparagraph 4(b)(vii) hereof, Executive shall not be 
                eligible to receive base salary under subparagraph 3(a) or to 
                participate in any Plans under subparagraph 3(b) with respect 
                to future periods after the date of such termination or 
                resignation except for the right to receive vested benefits 
                under any Plan in accordance with the terms of such Plan.
 
 
 
(continued)
                                      11
 
                However, Executive shall be eligible to receive a pro rata 
                portion of any incentive compensation for the Company's fiscal 
                year during which the date of termination or resignation 
                occurs, but not for any later years.
 
          (ii)  Termination for "Cause" shall mean termination of Executive's 
                employment with the Company by the Board because of:
 
                (A)  any act or omission constituting a material breach by 
                     Executive of any of his significant obligations or 
                     agreements under this Agreement or the continued failure 
                     or refusal of 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 Executive to correct such breach, failure or
                     refusal within thirty (30) days of such notification 
                     (other than by reason of the incapacity of Executive due
                     to physical or mental illness), or
 
                (B)  the commission by and conviction of Executive of a 
                     felony, or the perpetration by and criminal conviction of 
                     or civil verdict finding 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 Executive from such 
                     conviction or civil verdict and such conviction or civil 
                     verdict becomes final and binding upon Executive with no 
                     further right of appeal), or
 
                (C)  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 
                     Executive to correct such act or omission after 
                     notification by the Board of any such act or omission.
 
                Any notification to be given by the Board in accordance with 
                clause (A) or (C) of the preceding sentence shall specifically 
                identify the breach, failure, refusal, act or omission to 
                which the notification relates and, in the case of clauses (A) 
                and (C), 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 paragraph 8, failure to notify 
                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 Executive and any such 
                breach, failure, refusal, act or omission by 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 pursuant to this subparagraph 4(a)(ii), the exercise of 
                business judgment by Executive shall not be determined to be 
                Cause under this subparagraph 4(a)(ii), even if such business 
                judgment materially injures the financial condition or 
                business reputation of, or is otherwise materially injurious 
 
 
(continued)
                                      12
 
 
                to the Company or any affiliate thereof, unless such business 
                judgment by Executive was not made in good faith, or 
                constitutes willful or wanton misconduct, or was an 
                intentional violation of state or federal law.
 
         (iii)  The date of termination of employment by the Company under 
                this subparagraph 4(a) shall be the date 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 Executive of 
                such written notice of termination.  The date of resignation 
                under this subparagraph 4(a) shall be two weeks after receipt 
                by the Company of written notice of resignation.
 
    (b)  Termination Without Cause; Resignation for Good Reason.
 
           (i)  Subject to the provisions of subparagraph 4(b)(iii) and 
                subparagraph 4(b)(vi), if, prior to the expiration of the 
                Period, Executive's employment is terminated by the Company 
                without Cause or if Executive resigns from his employment 
                hereunder for Good Reason as defined in subparagraph 4(b)(vii) 
                hereof, Executive shall be entitled to receive as "Severance 
                Benefits" biweekly payments at the rate of his average 
                compensation for the remainder of the Period.  As used in this 
                subparagraph, "average compensation" means Executive's average 
                annual compensation, including any incentive compensation, 
                during the five (5) years prior to the year in which such 
                termination or such resignation occurs.
 
          (ii)  If Severance Benefits become payable to Executive under 
                subparagraph 4(b)(i),the Company shall, in addition to paying 
                Severance Benefits, pay or provide to Executive the payments 
                and benefits described below:
 
                (A)  The Company shall pay to Executive all legal fees and 
                     expenses incurred by him as a result of or in connection 
                     with his termination or resignation (including all such 
                     fees and expenses, if any, incurred in contesting or 
                     disputing any termination or in seeking to obtain or 
                     enforce any right or benefit provided by this Agreement).
 
                (B)  For the remainder of the Period after such termination or 
                     such resignation, the Company shall arrange to provide 
                     executive with life, accident and  health insurance 
                     benefits substantially similar to those to which he was 
                     entitled immediately prior to the termination or 
                     resignation.  Benefits otherwise receivable by Executive 
                     pursuant to this subparagraph 4(b)(ii)(B) shall be
                     reduced to the extent comparable benefits are actually 
                     received by Executive during the remainder of the 
                     Period following his termination or resignation, and any 
                     such benefits actually received by Executive shall be 
                     reported to the Company.
 
                (C)  In addition to the pension benefits to which Executive is 
                     entitled under the Company's Salaried Employees' 
                     Retirement Plan and the Company's Nonqualified 
                     Supplementary Benefit Plan or any successor plans 
                     thereto which provide comparable benefits (the 
                     "Retirement Plans"), the Company shall pay Executive in 
                     one sum in cash within thirty (30) days following the 
                     date of termination or resignation, a lump sum equal to 
                     the actuarial equivalent of the excess of (1) the 
 
(continued)
                                      13
 
 
                     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 in 
                     subparagraph 4(b)(vii)(C) hereof), determined as if 
                     Executive were fully vested thereunder and had 
                     accumulated (after the date of termination or 
                     resignation) twenty-four (24) additional months (or, if 
                     greater, the number of months remaining in the Period) of 
                     service credit thereunder at his highest annual rate of 
                     compensation during the twelve (12) months immediately 
                     preceding the date of termination or resignation (but in 
                     no event shall 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 Executive had then accrued 
                     pursuant to the provisions of the Retirement Plans.  For 
                     purposes of this subsection, "actuarial equivalent" shall 
                     be determined using the same methods and assumptions 
                     utilized under the Retirement Plans.
 
                (D)  Within thirty (30) days after termination of Executive's 
                     employment described in subparagraph 4(b)(i) above, 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 Executive prior to 
                     the date of such termination, and the fair market value 
                     of the Company's stock subject to the related option, 
                     determined as of the date of such termination.  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.
 
         (iii)  If, following a termination of employment without Cause or 
                resignation for Good Reason, Executive breaches the provisions 
                of paragraph 5 hereof, Executive shall not be eligible, as of 
                the date of such breach, for the payment of Severance Benefits 
                as provided in subparagraph 4(b)(i) and all obligations and 
                agreements of the Company to pay such Severance Benefits shall 
                thereupon cease.
 
         (iv)  The date of termination of employment by the Company under this 
               subparagraph 4(b) shall be the date specified in a written 
               notice of termination to Executive (which date shall be no 
               earlier than the date of furnishing such notice) or, if no such 
               date is specified therein, the date on which such notice is 
               given to Executive.  The date of resignation by Executive under 
               this subparagraph 4(b) shall be two (2) weeks after the receipt 
               by the Company of written notice of resignation.
 
          (v)  Severance Benefits shall be paid in equal installments 
               commencing within thirty (30) days following the date of the 
               termination or resignation under subparagraph 4(b).
 
         (vi)  In the event that the Severance Benefits would not be 
               deductible in whole or in part in the calculation of Federal 
               income tax owed by the Company or any of its affiliates or any 
 
(continued)
                                      14
 
               other person or entity making such payment or providing such 
               benefit by reason of Section 280G of the Internal Revenue Code 
               of 1986, as amended, (the "Code"), the Severance Benefits shall 
               be reduced until no portion of the Severance Benefits is not 
               deductible by reason of Section 280G of the Code; provided, 
               however, that the foregoing reduction shall be made only if and 
               to the extent that such reduction would result in an increase 
               in the aggregate payment and benefits to be provided to 
               Executive, determined on an after-tax basis (taking into 
               account the excise tax imposed pursuant to Section 4999 of the 
               Code, or any successor provision thereto, any tax imposed by 
               any comparable provision of state law, and any applicable 
               federal, state and local income or other taxes).
 
        (vii)  Executive shall be entitled to terminate his employment for 
               Good Reason.  For purposes of this Agreement, "Good Reason"
               shall mean, without Executive's express, prior written consent, 
               any of the following:
 
               (A)  a material breach by the Company of paragraph 1 or 
                    paragraph 3 of this Agreement, including but not limited 
                    to, the assignment to Executive of any duties inconsistent 
                    with his status as President and Chief Operating Officer 
                    of the Company, or his removal from such position, or a 
                    substantial alteration in the nature or status of his 
                    responsibilities from those described herein, except, in 
                    each case, in connection with a promotion of Executive, 
                    and the failure of the Company to remedy such breach 
                    within thirty (30) days after receipt of written notice of 
                    such breach from Executive;
 
               (B)  the relocation of the office of the Company where 
                    Executive is employed to a location other than Findlay, 
                    Ohio, except for required travel on the Company's business 
                    to an extent reasonably required to perform his duties 
                    hereunder;
 
               (C)  except as required by law, the failure by the Company to 
                    continue to provide Executive with benefits at least as 
                    favorable as those provided to him under the Plans, the 
                    taking of any action by the Company which would directly 
                    or indirectly materially reduce any of such benefits or 
                    deprive 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; or
 
               (D)  the failure of the Company to obtain a satisfactory 
                    agreement from any successor to assume and agree to 
                    perform this Agreement, as contemplated in paragraph 6 
                    hereof or, if the business of the Company for which 
                    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 paragraph 
                    3 of this Agreement.
 
               (E)  The failure of the Board to elect Executive to the 
                    position of Chairman of the Board and Chief Executive 
                    Officer when such position is vacated by Patrick W. Rooney 
                    for whatever reason.
 
(continued)
                                      15
 
               (F)  Voluntary termination by Executive for any reason, or 
                    without reason, during a period of three hundred sixty-
                    five (365) days from the date a change of control of the 
                    Company has occurred.  "Change of control", as used 
                    herein, shall mean when any person (as a person is defined 
                    in Section 13d-3 of the Securities Exchange Act of 1934, 
                    as amended,) through or as a result of a merger, 
                    consolidation or other business combination, tender or 
                    exchange offer, open market purchases, privately 
                    negotiated purchases, or otherwise, has become the 
                    beneficial owner (within the meaning of Rule 13d-3 under 
                    the Securities Exchange Act of 1934, as amended), directly 
                    or indirectly without the express approval of the Board, 
                    of at least 50% of the capital stock of the Company 
                    entitled to vote for the election of directors of the 
                    Company.
 
    (c)  Termination by Death.  If Executive dies prior to the expiration of 
         the Period, his beneficiary or estate shall be entitled to receive
         (i) for a period of 90 days beginning on the date of Executive's
         death a biweekly amount equal to the biweekly amount paid to
         Executive by the Company for the payroll period immediately 
         prior to his death, and (ii) any pro rata portion of Executive's 
         incentive compensation for the fiscal year in which Executive's 
         death occurs.
 
    (d)  Termination by Disability.  If, prior to the expiration of the 
         Period, Executive becomes Disabled (as defined below), the Company 
         or Executive shall be entitled to terminate his employment, and 
         Executive shall be entitled to all available benefits under the 
         Plans, including any pro rata portion of Executive's incentive 
         compensation for the fiscal year in which Executive's disability 
         occurs.
 
         Executive shall be deemed "Disabled" for purposes of this Agreement 
         when, and only when, he 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.
 
    (e)  Termination by Retirement.  If, prior to the expiration of the 
         Period, Executive voluntarily elects to retire under the Company's 
         Salaried Employees' Retirement Plan, Executive's employment will be 
         terminated as of the date of such retirement.
 
    (f)  Mitigation.  Nothing in this Agreement shall be construed to require 
         Executive to mitigate his damages upon termination of employment 
         without Cause or resignation for Good Reason.
 
5.  Secrecy and Noncompetition.
 
    (a)  No Competing Employment.  For so long as Executive is employed by the 
         Company and continuing for two (2) years after the termination of 
         such employment for any reason other than pursuant to subparagraph 
         4(b)(i) or (vii) hereof (such period being referred to hereinafter as 
         the "Restricted 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, 
 
(continued)
                                      16
 
         rendering of services, or otherwise, compete with any of the 
         businesses engaged in by the Company or any subsidiary, affiliate or 
         predecessor of the Company ("Affiliate") at the time of the 
         termination of 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 
         subparagraph 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 Restricted Period, 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 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 
         subparagraph 5(c) are perpetual and, in any case, shall extend beyond 
         the Restricted 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 
 
(continued)
                                      17
 
 
         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 subparagraph 5(d) are perpetual and, in 
         any case, shall extend beyond the restricted Period and Executive's 
         employment hereunder.
 
    (e)  Stock Ownership.  Other than as specified in subparagraph l(c) or 
         5(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 paragraph 5 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 Executive from engaging in activities prohibited by this 
         paragraph 5 or such other relief as may be required to specifically 
         enforce any of the covenants in this paragraph 5.
 
    (g)  Extension of Restricted Period.  In addition to the remedies the 
         Company may seek and obtain pursuant to subparagraph (f) of this 
         paragraph 5, the Restricted 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 paragraph 5.
 
6.  Successors; Assignability.
 
    (a)  By Executive.  Neither this Agreement nor any right, duty, obligation 
         or interest hereunder shall be assignable or delegable by Executive 
         without the Company's prior written consent; provided, however, that 
         nothing in this paragraph shall preclude 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 Executive to compensation from the 
         Company in the same amount and on the same terms as Executive would 
         be entitled to hereunder if Executive had terminated his employment 
         for Good Reason, except that for purposes of implementing the 
         foregoing, the date on which any such succession becomes effective 
         shall be deemed the Date of Termination or if earlier the date of 
         resignation specified in subparagraph 4(b)(iv).  As used in this 
         Agreement, "Company," shall mean the Company as hereinbefore defined 
         and any successor to its business and/or assets as aforesaid which 
         assumes and agrees to perform this Agreement by operation of law, 
         or otherwise.
 
 
 
                                      18
 
 
 
7.  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.
 
8.  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 Agreement, or of any subsequent 
    breach  by such party of a provision of this Agreement.
 
9.  Governing Law.  All matters affecting this Agreement, including the 
    validity thereof, are to be governed by, interpreted and construed in 
    accordance with the laws of the State of Ohio.
 
10. 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 the address specified under Executive's signature 
    hereto or 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 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.
 
11. 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.
 
12. 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.
 
13. Headings.  The headings of paragraphs 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
 
 
 
                                   /S/ P. W. Rooney
                                   ----------------------
                                   Title:  Chairman & CEO
 
 
                                   /S/ John Fahl
                                   ----------------------
                                   Title:  Vice President
 
 
 
                                   Thomas A. Dattilo
                                   ----------------------
                                   (Executive)
 
                                   /S/ Thomas A. Dattilo
                                   ----------------------
                                   (Signature)
 
                                   26730 W. River Road
                                   ---------------------- 
                                   Perrysburg, OH  43551
                                   ----------------------
                                   (Address)