SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES

EXCHANGE ACT OF 1934

Filed by the Registrant þ

Filed by a Party other than the Registrant o

Check the appropriate box:

COOPER TIRE & RUBBER COMPANY

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

COOPER TIRE & RUBBER COMPANY

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO THE STOCKHOLDERS:

        The 2005 Annual Meeting of Stockholders of Cooper Tire & Rubber Company (the “Company”) will be held at Urbanski’s, 1500 Manor Hill Road, Findlay, Ohio on Tuesday, May 3, 2005, at 10:00 a.m. Eastern Daylight Time, for the following purposes:

        Only holders of Common Stock of record at the close of business on March 7, 2005 are entitled to notice of and to vote at the Annual Meeting.

BY ORDER OF THE BOARD OF DIRECTORS

James E. Kline

Vice President, General

Counsel and Secretary

Findlay, Ohio

March 24, 2005

        Please mark, date and sign the enclosed proxy and return it promptly in the enclosed addressed envelope, which requires no postage. In the alternative, you may vote by Internet or telephone. See page 2 of the proxy statement for additional information on voting by Internet or telephone. If you are present and vote in person at the meeting, the enclosed proxy card will not be used.

TABLE OF CONTENTS

COOPER TIRE & RUBBER COMPANY

701 Lima Avenue, Findlay, Ohio 45840

March 24, 2005

PROXY STATEMENT

GENERAL INFORMATION AND VOTING

        This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors of Cooper Tire & Rubber Company (the “Company”) to be used at the Annual Meeting of Stockholders of the Company to be held on May 3, 2005, at 10:00 a.m. Eastern Daylight Time, at Urbanski’s, 1500 Manor Hill Road, Findlay, Ohio. This proxy statement and the related form of proxy were first mailed to stockholders on or about March 24, 2005.

Purpose of Meeting

        The purpose of the Annual Meeting is to obtain stockholder action on the matters outlined in the notice of meeting on the cover page of this proxy statement. These matters consist of (1) the election of three Directors, (2) ratification of the selection of the Company’s independent auditors and (3) consideration of a stockholder proposal.

Voting

        Only stockholders who owned shares of Common Stock at the close of business on March 7, 2005 (the “record date”) will be eligible to vote at the Annual Meeting. As of the record date, there were 69,743,275 shares outstanding. Each stockholder will be entitled to one vote for each share owned.

        The holders of a majority of the Common Stock issued and outstanding, and present in person or represented by proxy, constitute a quorum. Abstentions with respect to a proposal and “broker non-votes” will be counted to determine whether a quorum is present at the Annual Meeting. “Broker non-votes” occur when certain nominees holding shares for beneficial owners do not vote those shares on a particular proposal because the nominees do not have discretionary authority to do so, and have not received voting instructions with respect to the proposal from the beneficial owners.

        Agenda Item 1. The nominees for election as Directors who receive the greatest number of votes will be elected as Directors. Abstentions and “broker non-votes” are not counted for purposes of the election of Directors.

        Agenda Item 2. Although the Company’s independent auditors may be selected by the Audit Committee of the Board of Directors without stockholder approval, the Audit Committee will consider the affirmative vote of a majority of the Common Stock present in person or represented by proxy at the Annual Meeting to be a ratification by the stockholders of the selection of Ernst & Young LLP as the Company’s independent auditors for the year ending December 31, 2005. Abstentions and “broker non-votes” will have the same effect as a vote cast against ratification.

        Agenda Item 3. The stockholder proposal requires the affirmative vote of a majority of the Common Stock present in person or represented by proxy at the Annual Meeting. As a result, “broker non-votes” and abstentions will have the same effect as a vote cast against the stockholder proposal. Because the proposal is only a request that the Board of Directors take the actions stated in the proposal, approval of the stock-

holder proposal may not result in the requested action being taken by the Board of Directors.

Proxy Matters

        Stockholders may vote either by completing, properly signing, and returning the accompanying proxy card, or by attending and voting at the meeting. If you properly complete and return your proxy card in time to vote, your proxy (one of the individuals named in the proxy card) will vote your shares as you have directed. If you sign the proxy card but do not make specific choices as to your vote, your proxy will vote your shares to elect the nominees listed under “Nominees for Director”, in favor of ratification of the selection of the Company’s independent auditors and against the stockholder proposal.

        Stockholders of record and participants in certain defined contribution plans sponsored by the Company or a subsidiary of the Company (see below) may also vote by telephone or by the Internet:

        Voting instructions, including your stockholder account number and personal proxy access number, are contained on the accompanying proxy card or, in the case of participants in the following defined contribution plans sponsored by the Company or a subsidiary of the Company, voting instruction card:

        Those stockholders of record who choose to vote by telephone or Internet must do so by not later than 1:00 a.m. Central Time on May 3, 2005. All voting instructions from participants in the defined contribution plans sponsored by the Company and listed above must be received by not later than 1:00 a.m. Central Time on April 29, 2005.

        A stockholder may revoke a proxy by filing a notice of revocation with the Secretary of the Company, or by submitting a properly executed proxy bearing a later date. A stockholder may also revoke a previously executed proxy (including one submitted by Internet or telephone) by attending and voting at the meeting, after requesting that the earlier proxy be revoked. Attendance at the meeting, without further action on your part, will not operate to revoke a previously granted proxy. If the shares are held in the name of a bank, broker or other holder of record, the stockholder must obtain a proxy executed in his or her favor from the holder of record to be able to vote at the meeting.

AGENDA ITEM 1

ELECTION OF DIRECTORS

        The Bylaws of the Company provide for the Board of Directors to be divided into three classes. Three Directors are to be elected to the class having a term expiring this year. If elected, each nominee will serve for a three-year term expiring in 2008 and until his or her successor is elected and qualified.

        Each of the nominees is a Director standing for re-election and has consented to stand for election to a three-year term. In the event that any of the nominees becomes unavailable to serve as a Director, the Board of Directors will designate a new nominee, and the persons named as proxies will vote for that substitute nominee.

        The Board of Directors recommends that stockholders vote FOR the three nominees for Director.

NOMINEES FOR DIRECTOR

NOMINEES FOR DIRECTOR (CONT.)

DIRECTORS WHO ARE NOT NOMINEES

DIRECTORS WHO ARE NOT NOMINEES (CONT.)

DIRECTORS WHO ARE NOT NOMINEES (CONT.)

Note: The beneficial ownership of the Directors and nominees in the Common Stock of the Company is shown in the table at page 33 of this proxy statement.

AGENDA ITEM 2

RATIFICATION OF THE SELECTION OF

THE COMPANY’S INDEPENDENT AUDITORS

        Ernst & Young LLP served as independent auditors of the Company in 2004 and has been retained by the Audit Committee to do so in 2005. The Board of Directors has directed that management submit the selection of the independent auditors for ratification by the stockholders at the Annual Meeting.

        Stockholder ratification of the selection of Ernst & Young LLP as the Company’s independent auditors is not required by the Company’s Bylaws or otherwise. However, the Board of Directors is submitting the selection of Ernst & Young LLP to the stockholders for ratification. If the stockholders do not ratify the selection, the Audit Committee will reconsider whether or not to retain the firm. In such event, the Audit Committee may retain Ernst & Young LLP, notwithstanding the fact that the stockholders did not ratify the selection, or select another nationally recognized accounting firm without re-submitting the matter to the stockholders. Even if the selection is ratified, the Audit Committee reserves the right in its discretion to select a different nationally recognized accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and its stockholders.

        The Board of Directors recommends that stockholders vote FOR the ratification of the selection of the Company’s independent auditors.

AGENDA ITEM 3

STOCKHOLDER PROPOSAL

        The New York City Employees Retirement System, beneficial owner of 106,088 shares of the Company’s Common Stock and whose address is The City of New York, Office of the Comptroller, 1 Centre Street, New York, New York 10007, has given notice of its intention to introduce the following resolution at the Annual Meeting and has furnished the following statement in support of the proposal:

SUSTAINABILITY REPORT TO SHAREHOLDERS

Whereas:

        Disclosure of key information is a founding principle of our capital markets.

        Investors increasingly seek disclosure of companies’ social and environmental practices in the belief that they impact shareholder value. Many investors believe companies that are good employers, environmental stewards, and corporate citizens will more likely prosper over the long term and be accepted in their communities. The link between sustainability performance and long term shareholder value is awakening mainstream financial companies to new tools for understanding and predicting capital markets. According to environmental research consultant Innovest, major investment firms including ABN-AMRO, Neuberger Berman, Schroders, T. Rowe Price, and Zurich/ Scudder subscribe to information on companies’ social and environmental practices to help make investment decisions.

        A growing number of companies are issuing sustainability reports. According to the Dow Jones Sustainability Group, sustainability includes: “Encouraging long lasting social well being in communities where they operate, interacting with different stakeholders (e.g. clients, suppliers, employees, government, local communities, and non-governmental organizations) and responding to their specific and evolving needs, thereby securing a long-term ‘license to operate,’ superior customer and employee loyalty, and ultimately superior financial returns.”

        Companies increasingly recognize that transparency and dialogue about sustainability are key to business success. For example, Ford Motor Company states, “sustainability issues are neither incidental nor avoidable — they are at the heart of our business.” Baxter International sees sustainability reporting as “a balanced way of thinking, acting and driving accountability across Baxter each and every day.” American Electric Power states that, “management and the Board have a fiduciary duty to carefully assess and disclose to shareholders appropriate information on the company’s environmental risk exposure.”

        Moreover, many global organizations, like the European Union Framework for Corporate Social Responsibility, support corporate sustainability reporting. The national governments of Australia, Japan and the United Kingdom recommend sustainability reporting. In addition, companies listed on the Johannesburg and Paris Stock Exchanges must report on certain environmental and social measures.

RESOLVED:

        That shareholders request the company disclose its social, environmental and economic performance to the public by issuing annual sustainability reports.

MANAGEMENT STATEMENT IN OPPOSITION

        The Board of Directors believes that this stockholder proposal is not in the best interests of the Company or its stockholders and therefore recommends that stockholders vote AGAINST it for the following reasons.

        Over the past nine decades, the Company has earned a strong reputation as a result of living by its creed of business conduct — good merchandise, fair play and a square deal. The Company has proven its dedication to being a good corporate citizen and communicated its policies regarding social, environmental and economic issues to its employees and investors in many forms and in a manner consistent with its policy of communicating regularly with shareholders, customers, employees, the general public and financial communities. Conducting a special review of social, environmental and economic performance for the purpose of preparing an additional report to stockholders on sustainability would be expensive, time-consuming and unnecessary and would not add to the Company’s efforts in these areas or result in any additional benefit to stockholders, employees or others because the Company’s current policies and practices address the concerns of the stockholder proposal.

         The Company recognizes its responsibility to conduct its operations as a good corporate citizen. The Company has developed a set of corporate Philosophies & Beliefs which appear on its website at http://www.coopertire.com/us/en/corporate/about/philosophy.asp, and provide a “Constitution” to guide how the Company runs its business. It states the Company’s belief that its people should act with the highest moral and ethical standards and accept only total quality in all they do, rejecting mediocrity in every instance.

         As stated in its Philosophies and Beliefs, the Company encourages active participation of all its people in community activities and supports worthwhile community causes consistent with their importance to the good of Cooper people in the community. In furtherance of this belief, the Company periodically reminds its employees of the importance of being good citizens by voting and being active participants in the electoral process. Last year, the Company dedicated a portion of its corporate website to the provision of information and tools to its employees and the general public to aid in understanding election issues, learning more about their candidates and casting an informed vote. The site includes voter registration information, tools to locate and contact elected officials and candidate guides and voting records.

        The Company strives to comply with the laws, rules and regulations that apply to it and is committed to protecting the environment. That commitment includes:

        The Company also participates in activities concerning general industry environmental matters.

        As stated in its Philosophies & Beliefs, the Company is committed to providing a safe and healthy work environment for its employees and believes men and women of all races, religions, and backgrounds should be treated fairly and equally. The Company’s compensation philosophy is to pay wages and benefits at levels necessary to attract and retain quality people in the communities in which the Company operates.

        For the foregoing reasons, the Board of Directors recommends that stockholders vote AGAINST this stockholder proposal.

EXECUTIVE COMPENSATION AND RELATED INFORMATION

Compensation Committee Report on Executive Compensation

        This report is submitted by all members of the Compensation Committee (the “Committee”) to explain the Committee’s policies with respect to the compensation of the Company’s executive officers in 2004, including the relationship between their compensation and the performance of the Company.

  General Philosophy

        The Compensation Committee has determined that to maximize stockholder value, the Company’s executive compensation program should meet the following objectives:

        To accomplish these objectives, the Company’s executive compensation program consists of four key elements: base salary; incentive compensation based upon meeting designated performance targets over a one-year period; incentive compensation based upon meeting longer-term performance targets over a three-year period; and equity-based compensation, consisting of stock options and restricted stock.

  Executive Compensation Policies in 2004

        The Company’s executive compensation program is structured within the boundaries of the 2001 Incentive Compensation Plan, which was approved by the Company’s stockholders in 2001. The program for 2004 included the following components:

        The Committee believes the compensation program reflects the current requirements of the organization and provides a competitive, performance-based compensation system that will not only attract and retain superior management talent, but will motivate and reward those managers to create superior stockholder value.

  Salaries and Annual Bonuses

        The base salary of each executive officer of the Company for 2004 was determined by the Committee. Each base salary is targeted to be at the median (50th percentile) for the position at U.S. industrial companies similar in size to the Company. The Committee has retained an executive compensation consultant to assist it in determining median compensation levels. The group of industrial companies used as a comparison for determining the base salaries of the Company’s executive officers, as well as the other elements of their compensation package, may include some of the same companies that make up the index that is used in the performance graph set out on page 24 of this proxy statement, but is not the same as the group of companies that make up the index. Variations from the median in the base pay of certain executive officers, if any, are based upon the specific job responsibilities of the position, the job performance of the individual holding the position, the individual’s tenure in the position, and any internal equity considerations that the Committee determines are appropriate.

        The annual bonus of each executive officer is determined by two factors: (1) the percentage of base salary that particular officer will receive if the “performance target” established by the Committee at the beginning of the year for the business unit at which the executive officer is employed is met (this percentage is known as the “target bonus percentage”); and (2) the performance of that business unit relative to the performance target established for the unit by the Committee. For 2004, the performance target was based upon the Company’s return on invested capital (“ROIC”) for executive officers with primarily corporate responsibilities. ROIC is calculated by dividing net operating profit after tax by the sum of long-term debt and stockholders’ equity, as calculated in accordance with a pre-determined formula. ROIC is used for corporate executive officers because of the Committee’s belief that, given the Company’s capital structure, improvements in stockholder value are likely to correlate with ROIC. In setting management ROIC targets, the Committee considers the Company’s cost of capital. For executive officers employed in a business unit of the Company, the performance target is based upon that business unit’s return on assets managed (“ROAM”). ROAM is calculated by dividing (a) income before interest, foreign currency gains or losses, and federal income taxes, by (b) an average of controlled assets. ROAM, like ROIC, is a measurement of employees’ success in utilizing capital resources but, unlike ROIC, focuses on specific assets.

        The performance target for a given year is determined at the beginning of that year by the Committee, based upon its determination of what would constitute an appropriate level of performance for the Company or the business unit. In making that determination, the Committee takes into account the following principal factors:

        If the performance target applicable to the Company or a particular business unit, in the case of executive officers with operating responsibilities for particular business units of the Company, is met, each officer in that business unit will receive his or her “target bonus percentage.” If the actual performance of the business unit varies from the performance target established by the Committee, the bonus payment will be greater or lesser than the target bonus percentage, depending upon whether actual performance exceeds or falls short of the performance target. For the Company for 2004, if actual performance was less than 80.5% of the performance target, no bonus was paid. If actual performance equaled 80.5% of the performance target, a bonus equal to 50% of the target bonus percentage was paid. The amount payable increased ratably up to a payout of 100% of the target bonus percentage, if actual performance equaled the performance target. An additional 5.13% of the target bonus percentage was payable for each percentage point by which actual performance exceeded the performance target. The same approach was used for executive officers of business units, except that the minimum and maximum payout thresholds varied among business units. The variations were approved by the Committee at the beginning of the year, based upon factors specific to particular business units. The target bonus percentage is determined for each position based on survey data for publicly held U.S. industrial companies or their component operations comparable in size to that managed by each executive officer.

        In 2004, the actual corporate performance was 96% of target performance, resulting in a cash bonus to corporate executive officers of 91% of their target bonus percentages. The performance of the operating units of the Company varied from 52% to 134% of their performance targets, resulting in payouts that ranged from 0% to 213% of the target bonus percentages of the executives whose annual bonuses are measured by the performance of those units.

  Long Term Incentive Compensation

        In addition to annual cash bonuses, the Company provides its executive officers with an opportunity to earn additional incentive compensation based upon meeting performance targets established for a three-year period.

        Under the grant for the three-year period that ended on December 31, 2004, a “target cash amount” was established for each year for each participant, to be paid in the year following the end of the three-year performance cycle, if performance targets established by the Committee at the beginning of the cycle were met. If the actual performance of a business unit varies from the performance target established for that business unit by the Committee, the actual cash bonus payable will be greater or lesser than the target cash amount, depending upon whether actual performance exceeds or falls short of the performance target. If actual performance is less than 90% of the performance target, no bonus will be paid. If the actual performance equals 90% of the performance target, a bonus equal to 50% of the target cash amount will be paid. That amount will increase by 5% for each percentage point increase in the actual performance of the unit as a percentage of the performance target. If the performance target is exceeded, an additional 10% of the target cash amount will be paid for each percentage

point by which the actual performance exceeds the performance target. The “target cash amount” for each position is generally determined in accordance with survey data for publicly held U.S. industrial companies or their component operations comparable in size to that managed by each executive officer.

        Payouts made in February 2005 under the 2002 grants for the three-year performance cycle ending December 31, 2004 were based upon the generation of operating cash flow (net operating profit after tax plus depreciation and amortization) calculated for the Company or a business unit, whichever is applicable to a particular participant, in relation to the operating cash flow targets set by the Committee for the Company and each of its business units. The Committee has determined that improvements in operating cash flow over longer periods of time correlate to increases in stockholder value, and thus has adopted this performance measure for the cash portion of its long-term incentive compensation plan.

        Payouts made in 2005 for the 2002-2004 cycle equaled 91% of the target cash amount for participants whose performance targets were based on the operating cash flow of the Company over the three-year period, and from 0% to 182% of the target cash amount for participants whose performance targets were based on the operating cash flows of the business units.

        Key employees of the Company, including executive officers, are eligible for stock option grants in accordance with plans approved by the stockholders of the Company. In awarding stock options to the Company’s key employees, the Committee intends to provide those employees with a direct opportunity to benefit from long-term increases in stockholder value as reflected in the Company’s stock price. Options under the plan are generally granted for ten-year terms. Options granted prior to 2003 became exercisable in two equal installments, one and two years after they were granted, respectively. Options granted in 2003 and beyond become exercisable in four equal annual installments.

        The number of options granted to executive officers in 2004 was designed to provide a benefit equal in value to approximately 70% of the total value of the long-term incentive compensation award made to executive officers. In arriving at this figure, the options granted have been determined using the Black-Scholes valuation method as a guideline.

        The aggregate value of the two elements comprising long-term incentive compensation is intended to deliver competitive compensation for each position and is based on survey data for publicly held U.S. industrial companies or their component operations comparable in size to that managed by each executive officer.

  Compensation of Chief Executive Officer

        For the year 2004, Mr. Dattilo’s annualized base salary was $820,000, an increase from $775,000 in 2003. His target bonus percentage used to determine his compensation based on annual results remained at 75% as in 2003. In determining annual base pay as well as incentive compensation level, the Committee reviewed survey data provided by its executive compensation consultant for the compensation levels of chief executive officers of publicly traded U.S. industrial corporations comparable in size to the Company.

        Mr. Dattilo received an annual bonus of $559,459 for the year 2004. He also received a payout of $590,363 under the performance cash portion of the long-term incentive compensation plan, which represented 91% of his target payout under the plan. For the 2004-2006 performance period under the performance cash portion of the long-term incentive compensation plan, Mr. Dattilo was granted a target payout of $700,000 — an increase from the $650,000 target payout granted to him for the 2003-2005 period. The Committee granted to Mr. Dattilo options to purchase 157,500 shares in 2004, the same grant as in 2003.

        Except as described above, the levels of base compensation, annual bonus, and long-term incentive compensation, consisting of both stock options and cash compensation for performance over a three-year period, awarded to Mr. Dattilo for the year 2004 were each determined using substantially the same criteria as for other executive officers.

  Stock Ownership Guidelines

        The Compensation Committee has established stock ownership guidelines for Messrs. Dattilo, Miller, Stephens and Weaver. Under the guidelines, Messrs. Dattilo, Stephens and Weaver will be required to own by March 1, 2006, Common Stock in an amount equal to a multiple of base salary and Mr. Miller will be required to own by March 1, 2008, Common Stock in an amount equal to a multiple of base salary.

  Deductibility of Compensation Over $1 Million

        Regulations issued under Section 162(m) of the Internal Revenue Code provide that compensation in excess of $1 million paid to the Chief Executive Officer and other executive officers named in the proxy statement will not be deductible unless it meets specified criteria for being “performance-based”. The Company has not experienced nondeductible amounts under this provision through December 31, 2004, and the Committee generally manages the Company’s incentive programs to qualify for the performance based exemption. It also reserves the right to provide compensation that does not meet the exemption criteria if, in its sole discretion, it determines that doing so advances the Company’s business objectives.

        Beginning in 2005, changes to the compensation plan include replacing a portion of compensation for certain executive officers, previously granted as stock options, with restricted stock units which vest over time. Restricted stock units with time based vesting had also been granted to the Chief Executive Officer in connection with his employment with the Company in early 1999, and, in 2004, in his Long Term Incentive Compensation award in lieu of cash. In future years, the combination of base salary and the value of restricted stock units in the period they become taxable to the executive may exceed $1 million for the Chief Executive Officer or other executives and a portion of such compensation may not be deductible by the Company at that time.

        Submitted by the Compensation Committee of the Company’s Board of Directors:

Summary of Cash and Certain Other Compensation

        The following table shows, for the fiscal years ended December 31, 2002, 2003, and 2004, the cash compensation paid by the Company, as well as certain other compensation paid or accrued for those years, to Mr. Dattilo, Chairman, President, and Chief Executive Officer, the four most highly compensated executive officers other than Mr. Dattilo who were serving as executive officers as of December 31, 2004, and James S. McElya, who would have been one of the four most highly compensated executive officers but for the fact that he was no longer an executive officer as of December 31, 2004 (the “Named Executive Officers”).

SUMMARY COMPENSATION TABLE

Stock Option Grants

        The following table contains information concerning the grant of stock options to the Named Executive Officers during the 2004 fiscal year. All grants were made under the 2001 Incentive Compensation Plan. In addition, in accordance with rules of the Securities and Exchange Commission (the “SEC”), a valuation is assigned to each reported option as of the grant date. The ultimate actual value will be determined by the market value of the Company’s Common Stock at a future date.

OPTION GRANTS IN LAST FISCAL YEAR

Option Exercises and Holdings

        The following table sets forth information with respect to the Named Executive Officers concerning the exercise of options during 2004 and unexercised options held as of the end of 2004.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR

AND FISCAL YEAR-END OPTION VALUES

Long-Term Performance Cash Plan

        The following table sets forth information with respect to the Named Executive Officers concerning the grant of long-term performance cash awards under the Company’s 2001 Incentive Compensation Plan during the 2004 fiscal year.

LONG-TERM INCENTIVE PLANS – AWARDS IN LAST FISCAL YEAR

Pension Plans

        Effective January 1, 2002, the Company established a form of defined benefit pension plan known as a “cash balance plan” (a cash balance plan is a type of non-contributory defined benefit pension plan in which a participant’s benefit is determined as if an individual account had been established for him or her) for all of its non-union employees in the United States, other than those participants in the Company’s existing defined benefit plans who had reached age 40 and had at least 15 years of service with the Company as of January 1, 2002. The cash balance plan provides for a participant to have credited to a hypothetical account established for him or her under the cash balance plan a percentage of his or her compensation (as defined in the cash balance plan) each year, and to have earnings credited each year on the participant’s hypothetical account balance at an interest rate equal to the 30-year Treasury bill rate. The percentage of the participant’s compensation that is credited to his or her hypothetical account each year is based upon the participant’s age and years of service, and increases in increments as the participant’s total age and years of service increase. The percentage credited is as follows:

        A participant in the cash balance plan who was a participant in one of the Company’s prior defined benefit pension plans had credited to his or her hypothetical account in the cash balance plan on January 1, 2002 the actuarial equivalent lump sum of the participant’s frozen retirement benefit in the former plan, calculated as of January 1, 2002. Upon retirement, a participant’s benefit under the cash balance plan will be paid in the form of an annuity, or in a lump sum, upon the election of the participant. A participant may receive the amount of his or her benefit in a lump sum payment upon termination of employment at any time. Payment of the benefit in an annuity form may not generally commence until the participant has reached age 55. The amount payable is not reduced by any Social Security benefits payable to the participant.

        Non-union employees who were participants in a defined benefit pension plan sponsored by the Company or a subsidiary prior to January 1, 2002, and who had reached age 40 and had 15 or more years of service as of that date, continue to be covered by the terms of such prior plan. Of the Named Executive Officers, only Mr. Stephens remains covered by a prior plan. The plan in which Mr. Stephens participates provides a pension based primarily upon his level of compensation during the last ten years of his employment and his number of years of service. The following table shows the amount of pension that a participant can expect to receive upon retirement at age 65 under that plan, and with an election to receive the pension in the form of a straight life annuity, rather than under any of the survivor options contained in the plan. Receiving the benefit under a survivor option would reduce the amount payable to the participant by an actuarially calculated amount, but would permit a surviving spouse or other beneficiary to continue to receive payments under the plan after his or her death. Benefits are not subject to deduction for Social Security or other offset amounts.

PENSION PLAN TABLE

        “Remuneration” in the table above is the average of a participant’s annual compensation during the highest five out of the last ten years of employment. “Annual compensation” for purposes of both the cash balance plan and the prior defined benefit pension plan includes generally, for executives of the Company, the amount of base salary and annual and long-term incentive compensation earned in a particular year. For purposes of determining a participant’s “annual compensation,” long-term incentive compensation payments for a particular performance period are considered to have been earned ratably over the performance period. As a result, the compensation of Messrs. Dattilo, Weaver and McElya covered by the plan for the year 2002 is increased by approximately $401,300, $69,300 and $109,100, respectively, for the year 2003 is increased by approximately $334,400, $51,500 and $91,300, respectively, and for Mr. Dattilo, for the year 2004 is increased by approximately $197,000, each more than 10% from that shown for the respective executive in the “Annual Compensation” portion of the “Summary Compensation Table” found on page 15 of this proxy statement. These increases are due to the allocation of the long-term incentive payouts for Messrs. Dattilo, Weaver and McElya (see the applicable column in the Summary Compensation Table) over the three years of the performance periods for which they were earned.

        Any amount shown in the table that exceeds the level of benefits permitted to be paid from a tax-qualified pension plan under the Internal Revenue Code is payable from an unfunded, non-qualified supplemental pension plan sponsored by the Company, such that participants will receive the total pension benefit calculated using the above table. The non-qualified, supplemental plan contains terms that provide to certain participants in the cash balance plan who are covered by Board-approved executive employment agreements any difference between the amount of pension payable under the cash balance plan and the amounts that they would have received had they remained covered by the defined benefit pension plan in which they were participating immediately prior to January 1, 2002. Those terms are applicable to Messrs. McElya and Weaver, both of whom were participating in a Company-sponsored defined benefit pension plan immediately prior to January 1, 2002.

        The completed full years of service credited under the applicable pension plan for each of the Named Executive Officers is as follows: Mr. Dattilo – 6; Mr. McElya – 9; Mr. Weaver – 14; Mr. Stephens – 26; Mr. Kline – 1; and Mr. Miller – 2. The estimated monthly pension benefit payable to Mr. Dattilo commencing upon his retirement from the Company at age 65, and payable in the form of a straight life annuity, is $22,000. This assumes a 4% annual increase in his compensation (defined for purposes of this estimate as base salary, 80% of his annual bonus target and 50% of his long-term incentive payout target) from the amount calculated for 2005, and an interest rate credit of 4.86% per year each remaining year until he retires. Because the actual amount of his pension is dependent upon his level of compensation during each of his years of employment and the actual interest rate credited to his hypothetical account in the cash balance plan each year, the actual pension payment to him could be substantially different from what is projected using the above-listed assumptions.

Employment Agreements

        The Company has entered into employment agreements with Messrs. Dattilo, Weaver and Stephens. Under the agreements, each executive will remain employed in his present capacity for a specified time, at a base salary not lower than his base salary at the time of execution of the agreement, and generally with all benefits available to executives of the Company as of the date on which the agreements became effective. The initial term of each agreement is four years for Mr. Dattilo and three years for each of Messrs. Weaver and Stephens. The term of each agreement automatically extends for one additional year each January 1, unless either the Company or the executive gives prior notice of a desire not to extend the term. In no event will the term extend beyond the executive’s 65th birthday. The agreements contain a non-compete provision that extends for two years after any termination of employment.

        The agreements provide that upon involuntary termination of employment without “Cause” or resignation for “Good Reason” prior to the end of the term of the agreement, the executive is entitled to a lump sum payment equal to the amount that he would have received over the remainder of the term of his agreement, had he been paid during that period at the rate of his “average compensation.” “Average compensation” means the average of the base salary and annual and long-term incentive compensation received by the executive over the five-year period prior to the year in which his employment terminates.

        In addition, the agreements provide that the executive is entitled to (i) continuation of Company-sponsored life, accident and health insurance benefits for the remainder of the term; (ii) a lump sum payment equal to the actuarial equivalent of the difference between (a) the pension benefits that would have accrued under the qualified and non-qualified pension plans of the Company in which he is participating had he continued his employment through the remainder of the term of the agreement, and been fully vested at that time, and (b) the amount of the pension benefits actually accrued at the date of termination; (iii) a lump sum payment equal to the difference between the exercise price of stock options held by the executive officer, regardless of whether they had vested, and the fair market value of the stock subject to such options at the time of termination; and (iv) full vesting and a cash payment equal to the value at the time of termination of any restricted stock units held by the executive. Because of the Company’s desire to retain Mr. Dattilo in his present position, his agreement contains a provision that upon the termination of his employment after December 31, 2003 for any reason other than Cause, he will be entitled to a payment, which will be $225,000 if he

leaves the Company at any time in 2005, and will increase each year thereafter, to a payment of $2,750,000 if he leaves in 2015, the year in which he will reach age 65.

        In addition, the agreements provide that upon termination of the executive’s employment by the Company without Cause, or resignation by the executive for Good Reason during the remaining period of the executive’s employment term that follows a “change in control” of the Company, as the term “change in control” is defined in the agreements, the executive is entitled to a lump sum payment equal to the greater of 1) the amount that he would have received over the remainder of the term of his agreement, had he been paid during that period at the rate of his “average compensation,” as defined above, and 2) three times his annual base salary plus target annual incentive compensation for the year prior to the year in which the change in control occurs. In addition, the executive will receive all of the benefits described in the previous paragraph, plus lifetime retiree medical and life insurance benefits and outplacement services.

        “Cause” under the agreements generally includes the willful failure of the executive to substantially perform his duties, the commission of a felony, or the engaging by the executive in willful misconduct that is materially injurious to the Company. “Good Reason” generally includes any reduction in salary or benefits, an alteration of the executive’s responsibilities or status, relocation of the executive, the failure of any successor of the Company or its businesses to assume the agreements, or voluntary resignation for any reason within 365 days after a “change in control,” in the case of Mr. Dattilo, and during a 30-day period commencing six months after the “change in control,” in the case of Messrs. Weaver and Stephens.

        The agreements provide for a tax gross-up for any excise tax due under the Internal Revenue Code for post-termination payments made following a change in control. In addition, all post-termination payments made to an executive under the agreements are conditioned upon the execution by the executive of a release of all claims against the Company.

        Prior to the sale of Cooper-Standard Automotive to CSA Acquisition Corp., the Company also was party to an employment agreement with Mr. McElya containing terms substantially similar to those contained in the employment agreements for Messrs. Weaver and Stephens. Except as described herein, CSA Acquisition Corp. assumed all liabilities of the Company under Mr. McElya’s employment agreement. The Company’s sale of Cooper-Standard Automotive to CSA Acquisition Corp. constituted a change of control, as defined in Mr. McElya’s employment agreement. As a result of the change in control, the Company paid Mr. McElya $398,375 representing the difference between the exercise price of the stock options held by Mr. McElya, regardless of whether they had vested, and the fair market value of the stock subject to such options on December 23, 2004, and $231,403 representing the value on December 23, 2004 of the restricted stock units held by Mr. McElya, regardless of whether they had vested. In addition, if prior to December 31, 2007, Mr. McElya is terminated without Cause or CSA Acquisition Corp. fails to provide Mr. McElya the employment terms and compensation Mr. McElya and CSA Acquisition Corp. agreed to prior to closing, the Company remains obligated for all payments required and benefits to be provided as a result of that termination, except that CSA Acquisition Corp. is obligated to pay Mr. McElya the single lump sum cash payment required by the employment agreement equal to his then current base pay plus his pro rata incentive compensation accrued through his termination date and, to the extent accrued on the financial statements of Cooper-Standard Automotive as of December 23, 2004 and excluding any tax gross-up benefits, the lump

sum cash payment required under the employment agreement equal to the actuarial equivalent of the retirement pension Mr. McElya had accrued under the Nonqualified Supplementary Benefit Plan.

Compensation of Directors

        The Company paid each Director who was not an employee of the Company an annual retainer in 2004 of $20,000, together with a $3,000 per diem fee for attendance at Board meetings and at Committee meetings not held on the same day as a Board meeting. The fee payable for participation in a telephonic Board or Committee meeting was $1,500. Directors who are employees of the Company receive no additional compensation for serving as Directors. In addition, the Chair of the Audit Committee received $5,000 for serving in that capacity, and the Chairs of the Compensation and Nominating and Governance Committees each received $4,000 for serving as the heads of those Committees. During 2004, the Company’s Board of Directors held seven Board meetings (two of which were two-day meetings), seven meetings of its Audit Committee, six meetings of its Compensation Committee (one of which was a two-day meeting) and three meetings of its Nominating and Governance Committee. Directors who attended a four-day director education program also received $12,000.

        Non-employee Directors participate in the 2002 Stock Option Plan for Non-Employee Directors. The purpose of the plan is to provide a stock-based component to the Directors’ compensation package to more closely align their compensation with the interests of the Company’s stockholders. Under the plan, non-employee Directors receive 2,000 stock options each year. The exercise price for each option is equal to the fair market value of a share of Common Stock on the grant date. Options granted under the plan become exercisable one year after the date of grant and remain exercisable until ten years after the grant date. Prior to 2002, non-employee Directors were granted stock options under a plan adopted in 1991, which provided up to 1,000 shares per year, with the number granted determined in accordance with a formula set forth in the plan. Information regarding unexercised options for each Director is indicated in the table on page 33 of this proxy statement. In 2002, the Board instituted a minimum stock ownership requirement for all Directors. All Directors are required to own at least 8,000 shares of the Company’s Common Stock, excluding options, and have until the end of their second full term as a Director to meet this requirement.

        The Amended and Restated 1998 Non-Employee Directors Compensation Deferral Plan permits non-employee Directors to defer some or all of the fees payable to them for service on the Board. Amounts deferred and dividend equivalents on amounts deferred are converted into phantom stock units and credited to a bookkeeping account established for this purpose. The number of phantom stock units credited is determined by dividing the amount of the Director’s deferred fees by the fair market value of a share of Company Common Stock as of the date of crediting. A Director’s account with respect to deferred fees will be settled through the delivery of a corresponding number of shares of Common Stock to the Director on the payment date or dates selected by the Director at the time of the Director’s initial deferral election. Payment of the deferred fees must commence on the date specified in the deferral election form (or earlier if the Director ceases to be a member of the Board) and will be made in either a lump sum or through no more than five annual installments.

        In addition, beginning in 2004 each Director who is not an employee of the Company receives an annual grant of 500 phantom stock units under the Plan. The units accrue dividend equivalents. Payment of the units received as annual grants will be

made in a single lump sum or in a series of annual installments and will commence not later than 60 days after termination of service as a Director. A Director may elect to receive payment of the units received as annual grants in cash or shares of Company Common Stock.

Five-Year Stockholder Return Comparison

        The SEC requires that the Company include in its proxy statement a line graph presentation comparing cumulative five-year stockholder returns on an indexed basis with the Standard & Poor’s (“S&P”) 500 Stock Index and either a published industry or line-of-business index or an index of peer companies selected by the Company. The Company in 1993 chose what is now the S&P 500 Auto Parts & Equipment Index as the most appropriate of the nationally recognized industry standards and has used that index for its stockholder return comparisons in all of its proxy statements since that time.

        The following chart assumes three hypothetical $100 investments on December 31, 1999, and shows the cumulative values at the end of each succeeding year resulting from appreciation or depreciation in the stock market price, assuming dividend reinvestment.

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN

AMONG THE COMPANY, S&P 500 INDEX AND

S&P 500 AUTO PARTS & EQUIPMENT INDEX

        The Compensation Committee Report on Executive Compensation that begins on page 10 of this proxy statement, the Comparison of Five-Year Cumulative Total Return Among the Company, S&P 500 Index and S&P 500 Auto Parts & Equipment Index set forth above, disclosure regarding the Company’s Audit Committee and audit committee financial expert set forth on page 26 of this proxy statement, and the Audit Committee Report that begins on page 30 of this proxy statement shall not be deemed to be incorporated by reference by any general statement incorporating this proxy statement by reference into any filing under the Securities Act of 1933 or under the Securities Exchange Act of 1934, except to the extent that the Company specifically incorporates this information by reference, and shall not otherwise be deemed filed under such Acts.

MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES

Corporate Governance

        The Board of Directors is committed to establishing and maintaining a strong governance structure. The Board has adopted Guidelines as to the Role, Organization and Governance of the Board of Directors (the “Governance Guidelines”). The Guidelines address such important governance topics as director independence, the conduct of meetings, the structure and composition of the Board, the establishment of committees, Board and Chief Executive Officer evaluations, director education, and succession planning. In addition, the Board holds an executive session comprised solely of independent directors at each of its meetings. The position of presiding director is rotated at each meeting. The Board’s policy is to conduct an annual review of its governance

practices, generally at its May meeting, to make certain that those practices remain effective.

Code of Business Conduct and Ethics

        The Company’s Board has adopted a written Code of Business Conduct and Ethics for its directors, officers (including the Company’s principal executive officer, principal financial officer, principal accounting officer and controller) and employees. The Company intends to satisfy the disclosure requirements under Item 5.05 of Form 8-K regarding certain amendments to or waivers from its Code of Business Conduct and Ethics by filing Current Reports on Form 8-K with the SEC, and will make any amended Code of Business Conduct and Ethics available at the Investor Relations link on the Company’s website at http://www.coopertireandrubber.com under the heading “Corporate Governance.”

Board of Directors

        During 2004, the Company’s Board of Directors held seven Board meetings (two of which were two-day meetings), seven meetings of its Audit Committee, six meetings of its Compensation Committee (one of which was a two-day meeting) and three meetings of its Nominating and Governance Committee. Each Director attended more than 75% of the aggregate number of meetings of the Board of Directors and meetings of Committees on which such Director served during the past fiscal year.

Determination of Independence of Directors

        The New York Stock Exchange’s Corporate Governance Listing Standards require that all listed companies have a majority of independent directors. For a director to be “independent” under the NYSE listing standards, the board of directors of a listed company must affirmatively determine that the director has no material relationship with the company, or its subsidiaries or affiliates, either directly or as a partner, shareholder or officer of an organization that has a relationship with the company or its subsidiaries or affiliates. In accordance with the NYSE listing standards, the Board has affirmatively determined that each Director other than Mr. Dattilo has no material relationship with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company).

        Additionally, each Director other than Mr. Dattilo, has been determined to be “independent” under the following NYSE listing standards, which provide that a Director is not independent if:

Audit Committee

        The Company has a separately designated standing Audit Committee that consists of Directors Shuey (Chairman), Aronson, Breininger, Gormley and Holland and was established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934. All members have been determined to be “independent” under the New York Stock Exchange’s Corporate Governance Listing Standards. The Board has determined that Director Shuey qualifies as the Company’s “audit committee financial expert” due to his business experience and educational background listed on page 5 of this proxy statement. This Committee (a) assists the Board of Directors in fulfilling its oversight responsibilities with respect to the integrity of the Company’s financial statements and compliance with legal and regulatory requirements, the independent auditors’ qualifications and independence, and the performance of the independent auditors and the Company’s internal audit function; and (b) prepares the Committee’s report to be included in this proxy statement. The functions of this Committee are set forth in an Audit Committee Charter, which was adopted by the Board on February 4, 2004.

Compensation Committee

        The Company has a standing Compensation Committee, which is comprised of Directors Pond (Chairman), Meier and Wambold. This Committee (a) approves the remuneration arrangements of the Company’s Chief Executive Officer and other officers, including the corporate financial goals and objectives relevant to such arrangements, (b) approves and administers the Company’s executive compensation plans and arrangements, (c) approves the performance criteria against which performance-based executive compensation payments are measured, and (d) grants cash and stock based awards, stock options, and other benefits as authorized under any executive compensation plans.

Nominating and Governance Committee

        The Company has a standing Nominating & Governance Committee, which is comprised of Directors Meier (Chairman), Aronson, Holland and Shuey, each of whom is “independent” under the New York Stock Exchange’s Corporate Governance Listing Standards. The Committee’s two principal responsibilities are: (a) recommending candidates for membership on the Board and (b) insuring that the Board acts within the Governance Guidelines and that the Governance Guidelines remain appropriate.

        The Committee will consider candidates for Board membership proposed by stockholders of the Company or other parties. Any recommendation must be in writing, accompanied by a description of the proposed nominee’s qualifications and other relevant biographical information and an indication of the consent of the proposed nominee to serve. The recommendation should be addressed to the Nominating and Governance Committee of the Board of Directors, Attention: Secretary, Cooper Tire & Rubber Company, 701 Lima Avenue, Findlay, Ohio 45840. As of the date of this proxy statement, the Company has not received any director nominee recommendations from any stockholders.

        The Committee uses a variety of sources to identify candidates for Board membership, including current members of the Board, executive officers of the Company, individuals personally known to members of the Board and executive officers of the Company and, as described above, the Company’s stockholders, as well as, from time to time, third party search firms. The Committee may consider candidates for Board membership at its regular or special meetings held throughout the year.

        The Committee uses the same manner and process for evaluating every candidate for Board membership regardless of the original source of the candidate’s nomination. Once the Committee has identified a prospective candidate, the Committee makes an initial determination whether to conduct an initial evaluation of the candidate, which consists of an interview by the Chair of the Committee. The Committee currently has not set specific, minimum qualifications or criteria for nominees that it proposes for Board membership, but evaluates the entirety of each candidate’s credentials. The Committee believes, however, that the Company will be best served if its Directors bring to the Board a variety of experience and backgrounds and, among other things, demonstrated integrity, executive leadership and financial, marketing or business knowledge and experience. The Chair communicates the results of this initial evaluation to the other Committee members, the Chairman of the Board, the Chief Executive Officer and the General Counsel. If the Committee determines, in consultation with the Chairman of the Board and the Chief Executive Officer, that further consideration of the candidate is warranted, members of the Company’s senior management gather additional information regarding the candidate. The Committee or members of the Company’s senior management then conduct background and reference checks regarding, and any final interviews, as necessary, of, the candidate. At that point, the candidate is invited to meet and interact with the members of the Board who are not on the Committee at one or more Board meetings. The Committee then makes a final determination whether to recommend the candidate to the Board for Board membership.

Availability of Governance Guidelines, Code of Business Conduct and Ethics and Committee Charters

        The Company’s Governance Guidelines, Code of Business Conduct and Ethics and the charters for the Audit Committee, Compensation Committee and Nominating and Governance Committee are available at the Investor Relations link on the Company’s website at http://www.coopertireandrubber.com under the heading “Corporate

Governance.” In addition, stockholders may request a free printed copy of any of these materials by contacting:

Stockholder Communications With the Board

        The Company’s Board has adopted a process by which stockholders may send communications to the Board, the non-employee Directors as a group, or any of the Directors. Any stockholder who wishes to communicate with the Board, the non-employee Directors as a group, or any Director may send a written communication addressed to:

        The Secretary will review and forward each written communication (except, in his sole determination, those communications clearly of a marketing nature, those communications better addressed by a specific Company department or those communications containing complaints regarding accounting, internal auditing controls or auditing matters) to the full Board, the non-employee Directors as a group, or the individual Director(s) specifically addressed in the written communication. The Secretary will discard written communications clearly of a marketing nature. Written communications better addressed by a specific Company department will be forwarded to such department, and written communications containing complaints regarding accounting, internal auditing controls or auditing matters will be forwarded to the Chairman of the Audit Committee.

Director Attendance at Annual Meetings

        The Company’s Board does not have a specific policy regarding Director attendance at the Company’s Annual Meetings. All of the Company’s Directors other than Ms. Breininger attended the Company’s 2004 Annual Meeting. Ms. Breininger’s absence was due to a death in her family.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

        Directors Pond, Meier and Wambold served as members of the Compensation Committee during 2004. During 2004, none of the members of the Compensation Committee was an officer or employee of the Company or its subsidiaries, or had any relationship requiring disclosure pursuant to Item 404 of Regulation S-K. Additionally, during 2004, none of the executive officers or Directors of the Company was a member of the board of directors, or any committee thereof, of any other entity such that the relationship would be construed to constitute a committee interlock within the meaning of the rules of the Securities and Exchange Commission.

RELATIONSHIP WITH INDEPENDENT AUDITORS

        Ernst & Young LLP served as the Company’s independent auditors for 2004, and has been appointed by the Audit Committee to continue in that capacity during 2005. The Audit Committee’s decision to appoint Ernst & Young LLP has been ratified by the Board and will be recommended to the stockholders for ratification at the Annual Meeting. Ernst & Young LLP has advised the Company that neither the firm nor any of its members or associates has any direct or indirect financial interest in the Company. During 2004, Ernst & Young LLP rendered both audit services, including an audit of the Company’s annual financial statements, and certain non-audit services. There is no understanding or agreement between the Company and Ernst & Young LLP that places a limit on audit fees since the Company pays only for services actually rendered and at what it believes are customary rates. Professional services rendered by Ernst & Young LLP are approved by the Audit Committee both as to the advisability and scope of the service, and the Audit Committee also considers whether such service would affect Ernst & Young LLP’s continuing independence.

        Ernst & Young LLP’s aggregate fees billed for 2003 and 2004 for professional services rendered by them for the audit of the Company’s annual financial statements, the audit of the effectiveness of the Company’s internal control over financial reporting required by the Sarbanes-Oxley Act of 2002, the review of financial statements included in the Company’s Quarterly Reports on Form 10-Q, the required audit of the Company’s automotive business in accordance with the sale of those operations, the issuance of a comfort letter in connection with the Section 144A private placement related to that sale, and services that are normally provided in connection with statutory and regulatory filings or engagements for those years are listed below. Of the amount paid in 2004, $278,356 represents additional billings for audit services for the year ended December 31, 2003.

        Ernst & Young LLP’s aggregate fees billed for 2003 and 2004 for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements, and not reported under “Audit Fees” above, were:

        Audit-related fees included fees for employee benefit plan audits and accounting consultation. All audit-related services were pre-approved.

Tax Fees

        Ernst & Young LLP’s aggregate fees billed for 2003 and 2004 for professional services rendered by them for tax compliance, tax advice and tax planning were:

        Tax fees included fees for international tax planning and domestic and foreign tax compliance. The fees were largely related to a special worldwide tax planning and compliance initiative. All tax services were pre-approved.

All Other Fees

        Ernst & Young LLP’s aggregate fees billed in 2003 and 2004 for products and services provided by them, other than those reported above under “Audit Fees,” “Audit-Related Fees” and “Tax Fees,” were as follows:

        All other fees included primarily fees for global expatriate services. All other services were pre-approved.

Audit Committee Pre-Approval Policies and Procedures

        The Audit Committee has established a policy regarding pre-approval of all audit and non-audit services expected to be performed by the Company’s independent auditors, including the scope of and fees for such services. Requests for audit services, as defined in the policy, must be approved prior to the performance of such services, and requests for audit-related services, tax services and permitted non-audit services, each as defined in the policy, must be presented for approval prior to the year in which such services are to be performed to the extent known at that time. The policy prohibits the Company’s independent auditors from providing certain services described in the policy as prohibited services.

        Generally, requests for independent auditor services are submitted to the Audit Committee by the Company’s Corporate Controller (or other member of the Company’s senior financial management) and the Company’s independent auditors for consideration at the Audit Committee’s regularly scheduled meetings. Requests for additional services in the categories mentioned above may be approved at subsequent Audit Committee meetings to the extent that none of such services are performed prior to their approval. The Chairman of the Audit Committee is also delegated the authority to approve independent auditor services requests provided that the pre-approval is reported at the next meeting of the Audit Committee. All requests for independent auditor services must include a description of the services to be provided and the fees for such services.

Auditor Attendance at 2005 Annual Meeting

        Representatives of Ernst & Young LLP will be present at the Annual Meeting of Stockholders and will be available to respond to appropriate questions and to make a statement if they desire to do so.

AUDIT COMMITTEE REPORT

        This report is submitted by all members of the Audit Committee, for inclusion in this proxy statement, with respect to the matters described in this report.

        The Audit Committee oversees the Company’s financial reporting process on behalf of the Board of Directors. Management has the primary responsibility for the financial statements and the reporting process, including the systems of internal controls. In fulfilling its oversight responsibilities, the Committee reviewed and discussed with management the audited financial statements contained in the Company’s Annual Report on Form 10-K, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in the financial statements.

        The Committee reviewed with the independent auditors, who are responsible for expressing an opinion on the conformity of those audited financial statements with generally accepted accounting principles, their judgments as to the quality, not just the acceptability, of the Company’s accounting principles and such other matters as are required to be discussed with the Committee under generally accepted auditing standards, including the requirements of Statement on Auditing Standards No. 61 (Communication with Audit Committees). In addition, the Committee has discussed with the independent auditors the auditors’ independence from management and the Company, including the matters in the written disclosures and letter from the independent auditors required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees) and considered the compatibility of non-audit services with the auditors’ independence. The Committee has concluded that the independent auditors are in fact independent of the Company.

        The Committee discussed with the Company’s internal and independent auditors the overall scope and plans for their respective audits. The Committee meets with the internal and independent auditors, with and without management present, to discuss the results of their examinations, their evaluations of the Company’s internal controls, and the overall quality of the Company’s financial reporting. The Committee held seven meetings during fiscal year 2004.

        In reliance on the reviews and discussions referred to above, the Committee recommended to the Board of Directors (and the Board has approved) that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2004 for filing with the Securities and Exchange Commission.

        Submitted by the Audit Committee of the Company’s Board of Directors:

BENEFICIAL OWNERSHIP OF SHARES

        The information in the table below sets forth those persons (including any “group” as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934) known by the Company to be the beneficial owners of more than 5% of any class of the Company’s voting securities as of March 7, 2005.

        The table does not include information regarding shares held of record, but not beneficially, by National City Bank, Cleveland, Ohio, the trustee of the Cooper Spectrum Investment Savings Plan and other defined contribution plans sponsored by the Company or a subsidiary of the Company. As of March 7, 2005, those plans held 5,747,915 shares, or 8.24% of the Company’s outstanding stock. The trustee, in its fiduciary capacity, has no investment powers and will vote the shares held in the plans in accordance with the instructions provided by the plan participants. If no such instructions are received, the provisions of the plans direct the trustee to vote such participant shares in the same manner in which the trustee was directed to vote the majority of the shares of the other participants who gave directions as to voting.

SECURITY OWNERSHIP OF MANAGEMENT

        The information that follows is furnished as of March 7, 2005, to indicate beneficial ownership by all executive officers and Directors of the Company as a group, and each Named Executive Officer and Director individually, of the Company’s Common Stock.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

        Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s Directors and executive officers, and persons who own more than ten percent of a registered class of the Company’s equity securities, to file with the SEC and the New York Stock Exchange initial reports of ownership and reports of changes in beneficial ownership of Common Stock of the Company. Based solely upon a review of such reports and the representation of such Directors and executive officers, the Company believes that all reports due during or for the year 2004 were timely filed, except that Mr. Pond filed one late report on Form 4 regarding the accrual of phantom stock units under the Company’s 1998 Non-Employees Director Compensation Plan.

STOCKHOLDER PROPOSALS FOR THE ANNUAL MEETING IN 2006

        Any stockholder who intends to present a proposal at the Annual Meeting in 2006 and who wishes to have the proposal included in the Company’s proxy statement and form of proxy for that meeting must deliver the proposal to the Secretary of the Company, at the Company’s principal executive offices, so that it is received not later than November 24, 2005. In addition, if a stockholder intends to present a proposal at the Company’s 2006 Annual Meeting without the inclusion of that proposal in the Company’s proxy materials and written notice of the proposal is not received by the Company on or before February 7, 2006, proxies solicited by the Board for the 2006 Annual Meeting will confer discretionary authority to vote on the proposal if presented at the meeting.

HOUSEHOLDING

        The SEC permits a single set of annual reports and proxy statements to be sent to any household at which two or more stockholders reside if they appear to be members of the same family. Each stockholder continues to receive a separate proxy card. This procedure, referred to as householding, reduces the volume of duplicate information stockholders receive and reduces mailing and printing costs. A number of brokerage firms have instituted householding. Only one copy of this proxy statement and the attached annual report will be sent to certain beneficial stockholders who share a single address, unless any stockholder residing at that address gave contrary instructions.

        If (a) any beneficiary stockholder residing at such an address desires at this time to receive a separate copy of this proxy statement and the accompanying annual report, (b) if any stockholder wishes to receive a separate proxy statement and annual report in the future, or (c) if any stockholders sharing a single address and receiving multiple copies of this proxy statement and the accompanying annual report desire to only receive a single copy, the stockholder or stockholders should provide those instructions to the Company by contacting Cooper Tire & Rubber Company, Attention: Director of Investor Relations, 701 Lima Avenue, Findlay, Ohio 45840 or calling the Director of Investor Relations at (419) 423-1321. The Company will deliver promptly upon receipt of those instructions either a separate copy or multiple copies, as requested, of this proxy statement and the accompanying annual report to the requesting stockholder.

SOLICITATION AND OTHER MATTERS

        The Board of Directors is not aware of any other matters that may come before the meeting. However, if any other matters properly come before the meeting, it is the intention of the persons named in the accompanying form of proxy to vote the proxy in accordance with their judgment on such matters.

        The solicitation of proxies is being made by the Company, and the Company will bear the cost of the solicitation. The Company has retained Georgeson Shareholder Communications Inc., 17 State Street, New York, New York, to aid in the solicitation of proxies, at an anticipated cost to the Company of approximately $7,500, plus expenses. The Company also will reimburse brokers and other persons for their reasonable expenses in forwarding proxy material to the beneficial owners of the Company’s stock. In addition to the solicitation by use of the mails, solicitations may be made by telephone, facsimile or by personal calls, and it is anticipated that such solicitation will consist primarily of requests to brokerage houses, custodians, nominees and fiduciaries to forward soliciting material to the beneficial owners of shares held of record by such persons. If necessary, officers and other employees of the Company may by telephone, facsimile or personally, request the return of proxies.

        Please mark, execute and return the accompanying proxy, or vote by telephone or Internet, in accordance with the instructions set forth on the proxy form, so that your shares may be voted at the meeting.

BY ORDER OF THE BOARD OF DIRECTORS

James E. Kline

Vice President, General

Counsel and Secretary

March 24, 2005

COOPER TIRE & RUBBER COMPANY

NOTICE

of Annual Meeting of Stockholders

and Proxy Statement

May 3, 2005

IMPORTANT:

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Annual Meeting Proxy Card

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1.	The Board of Directors recommends a vote “FOR” the listed nominees.

B. Other Proposals
The Board of Directors recommends a vote “FOR” the following proposal.

The Board of Directors recommends a vote “AGAINST” the following stockholder proposal.

C. Authorized Signatures — Sign Here — This section must be completed for your instructions to be executed.
NOTE: Please sign your name(s) EXACTLY as your name(s) appear(s) on this proxy. All joint holders must sign. When signing as attorney, trustee, executor, administrator, guardian or corporate officer, please provide your FULL title.

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Proxy — Cooper Tire & Rubber Company

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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF COOPER TIRE & RUBBER COMPANY FOR THE ANNUAL MEETING
OF STOCKHOLDERS TO BE HELD ON MAY 3, 2005

The undersigned hereby appoints Thomas A. Dattilo, James E. Kline and Philip G. Weaver, or any of them or their substitutes, as proxies, each with the power to appoint his substitutes, and hereby authorizes them to represent and vote, as designated herein, all the shares of common stock of Cooper Tire & Rubber Company held of record by the undersigned at the close of business on March 7, 2005, with all powers that the undersigned would possess if personally present, at the Annual Meeting of Stockholders to be held at Urbanski’s, located at 1500 Manor Hill Road, Findlay, Ohio, on Tuesday, May 3, 2005, at 10:00 a.m. E.D.T., or any reconvened meeting following adjournments or postponements of the Annual Meeting.

This proxy, when properly executed, will be voted in the manner directed herein by the undersigned stockholder(s). If no direction is indicated, this proxy will be voted “FOR” each of the director nominees named herein, “FOR” ratification of the selection of Ernst & Young LLP as the Company’s independent auditors and “AGAINST” the stockholder proposal. The proxies are authorized to take action in accordance with their judgment upon any other business that may properly come before the Annual Meeting, or any reconvened meeting following adjournments or postponements of the Annual Meeting.

YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES ON THE REVERSE SIDE, BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS’ RECOMMENDATIONS. THE PROXIES CANNOT VOTE YOUR SHARES UNLESS YOU SIGN, DATE AND RETURN THIS PROXY CARD.

PLEASE VOTE, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.

(Continued and to be voted on the reverse side)

   

TELEPHONE AND INTERNET VOTING INSTRUCTIONS

You can vote by telephone OR Internet! Available 24 hours a day 7 days a week!
Instead of mailing your proxy, you may choose one of the two voting methods outlined below to vote your proxy.

If you vote by telephone or the Internet, please DO NOT mail back this proxy card.

Proxies submitted by telephone or the Internet must be received by 1:00 a.m., Central Time, on May 3, 2005.

THANK YOU FOR VOTING

 

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Annual Meeting Voting Instruction Card

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1.

The Board of Directors recommends a vote “FOR” the listed nominees.

B. Other Proposals
The Board of Directors recommends a vote “FOR” the following proposal.

The Board of Directors recommends a vote “AGAINST” the following stockholder proposal.

C. Authorized Signatures — Sign Here — This section must be completed for your instructions to be executed.
NOTE: Please sign your name(s) EXACTLY as your name(s) appear(s) on this voting instruction card. All joint holders must sign. When signing as attorney, trustee, executor, administrator, guardian or corporate officer, please provide your FULL title.

 

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THESE VOTING INSTRUCTIONS ARE SOLICITED ON BEHALF OF THE BOARD
OF DIRECTORS OF COOPER TIRE & RUBBER COMPANY FOR THE ANNUAL MEETING
OF STOCKHOLDERS TO BE HELD ON MAY 3, 2005

To: National City Bank, Trustee under certain defined contribution plans (the “Plans”) sponsored by Cooper Tire & Rubber Company or a wholly owned subsidiary.

Pursuant to the applicable terms of the Plan in which I, the undersigned, am a participant, I hereby direct the Trustee to vote (in person or by proxy) all shares of common stock of Cooper Tire & Rubber Company held in my account under the Plan at the close of business on March 7, 2005 at the Annual Meeting of Stockholders to be held at Urbanski’s, located at 1500 Manor Hill Road, Findlay, Ohio on Tuesday, May 3, 2005, at 10:00 a.m. E.D.T., or any reconvened meeting following adjournments or postponements of the Annual Meeting, in accordance with the instructions given by me on the opposite side of this voting instruction card.

This voting instruction card allows participants in the following defined contribution plans sponsored by Cooper Tire & Rubber Company (or one of its subsidiaries) to direct the Trustee to vote the shares of common stock of Cooper Tire & Rubber Company held in their accounts under such Plans in accordance with their instructions:

	•	Spectrum Investment Savings Plan
	•	Pre-Tax Savings Plan (Findlay)
	•	Pre-Tax Savings Plan (Texarkana)
	•	Pre-Tax Savings Plan (Clarksdale)
	•	The Standard Products Company Collectively Bargained Savings and Retirement Plan (Reid Division), United Steelworkers of America Local #3586
	•	The Standard Products Company Collectively Bargained Savings and Retirement Plan (Athens, GA Plant), United Steelworkers of America Local #871

This voting instruction card, when properly executed, will be voted in the manner directed herein by the undersigned participant(s). If no direction is indicated, the Trustee will vote in the same manner in which the Trustee is directed to vote the majority of the aggregate shares held by Plan participants. In its discretion, the Trustee is authorized to vote upon such other business as may properly come before the Annual Meeting, or any reconvened meeting following adjournments or postponements of the Annual Meeting.

YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES ON THE REVERSE SIDE. IF YOU WISH TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS’ RECOMMENDATIONS, YOU WILL NEED TO MARK THE “FOR” BOXES FOR PROPOSAL 1 AND PROPOSAL 2 AND THE “AGAINST” BOX FOR PROPOSAL 3.

PLEASE VOTE, SIGN, DATE AND RETURN THIS VOTING INSTRUCTION CARD PROMPTLY USING THE ENCLOSED ENVELOPE.

(Continued and to be voted on the reverse side)

TELEPHONE AND INTERNET VOTING INSTRUCTIONS

You can vote by telephone OR Internet! Available 24 hours a day 7 days a week!
Instead of mailing your voting instruction card, you may choose one of the two voting methods outlined below to vote your voting instruction card.

If you vote by telephone or the Internet, please DO NOT mail back this voting instruction card.
Voting instructions submitted by telephone or the Internet must be received by 1:00 a.m., Central Time, on April 29, 2005.

THANK YOU FOR VOTING

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Annual Meeting Proxy Card

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1.	The Board of Directors recommends a vote “FOR” the listed nominees.

B. Other Proposals
The Board of Directors recommends a vote “FOR” the following proposal.

The Board of Directors recommends a vote “AGAINST” the following stockholder proposal.

C. Authorized Signatures – Sign Here – This section must be completed for your instructions to be executed.
NOTE: Please sign your name(s) EXACTLY as your name(s) appear(s) on this proxy. All joint holders must sign. When signing as attorney, trustee, executor, administrator, guardian or corporate officer, please provide your FULL title.

 

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Proxy — Cooper Tire & Rubber Company

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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF COOPER TIRE & RUBBER COMPANY FOR THE ANNUAL MEETING
OF STOCKHOLDERS TO BE HELD ON MAY 3, 2005

The undersigned hereby appoints Thomas A. Dattilo, James E. Kline and Philip G. Weaver, or any of them or their substitutes, as proxies, each with the power to appoint his substitutes, and hereby authorizes them to represent and vote, as designated herein, all the shares of common stock of Cooper Tire & Rubber Company held of record by the undersigned at the close of business on March 7, 2005, with all powers that the undersigned would possess if personally present, at the Annual Meeting of Stockholders to be held at Urbanski’s, located at 1500 Manor Hill Road, Findlay, Ohio, on Tuesday, May 3, 2005, at 10:00 a.m. E.D.T., or any reconvened meeting following adjournments or postponements of the Annual Meeting.

This proxy, when properly executed, will be voted in the manner directed herein by the undersigned stockholder(s). If no direction is indicated, this proxy will be voted “FOR” each of the director nominees named herein, “FOR” ratification of the selection of Ernst & Young LLP as the Company’s independent auditors and “AGAINST” the stockholder proposal. The proxies are authorized to take action in accordance with their judgment upon any other business that may properly come before the Annual Meeting, or any reconvened meeting following adjournments or postponements of the Annual Meeting.

YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES ON THE REVERSE SIDE, BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS’ RECOMMENDATIONS. THE PROXIES CANNOT VOTE YOUR SHARES UNLESS YOU SIGN, DATE AND RETURN THIS PROXY CARD.

PLEASE VOTE, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.

(Continued and to be voted on the reverse side)