PLEDGE AGREEMENT

EXHIBIT 10.2

PLEDGE AGREEMENT

          This PLEDGE AGREEMENT, dated as of November 9, 2007 (together with all amendments, if any, from time to time hereto, this “ Agreement ”) by and among COOPER TIRE & RUBBER COMPANY, a Delaware corporation (“ Pledgor ”) and BANK OF AMERICA, N.A. in its capacity as Agent for Lenders (“ Agent ”).

WITNESSETH:

          WHEREAS, pursuant to that certain Loan and Security Agreement dated as of the date hereof by and among the Pledgor, as a Borrower (the “ Borrower ”), the financial institutions signatory thereto from time to time as Lenders and the Agent (including all annexes, exhibits and schedules thereto, and as from time to time amended, restated, supplemented or otherwise modified, the “ Loan Agreement ”), the Lenders have agreed to make the Revolver Loans and to incur LC Obligations for the benefit of Borrower;

          WHEREAS, Pledgor will derive direct and indirect economic benefits from the credit facilities made available to them under the Loan Agreement; and

          WHEREAS, Pledgor is the record and beneficial owners of the shares of Stock listed in Part A of Schedule I hereto and the owners of the promissory notes and instruments listed in Part B of Schedule I hereto; and

          WHEREAS, in order to induce Lenders to make the Loans and to incur the LC Obligations as provided for in the Loan Agreement, Pledgor has agreed to pledge the Pledged Collateral to Agent in accordance herewith;

          NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained and to induce Lenders to make Loans and to incur LC Obligations under the Loan Agreement, it is agreed as follows:

     1.  Definitions . Unless otherwise defined herein, terms defined in the Loan Agreement are used herein as therein defined, and the following shall have (unless otherwise provided elsewhere in this Agreement) the following respective meanings (such meanings being equally applicable to both the singular and plural form of the terms defined):

          “ Bankruptcy Code ” means title 11, United States Code, as amended from time to time, and any successor statute thereto.

          “ Issuer ” means an issuer of Pledged Debt.

          “ Pledged Collateral ” has the meaning assigned to such term in Section 2 hereof.

          “ Pledged Debt ” means the Debt evidenced by promissory notes and instruments listed on Part B of Schedule I hereto;

          “ Pledged Entity ” means Cooper Receivables, LLC.

          “ Pledged Shares ” means all of Pledgor’s membership interest in Cooper Receivables, LLC.

          “ Secured Obligations ” has the meaning assigned to such term in Section 3 hereof.

          “ Stock ” means all limited liability company membership interests, whether voting or nonvoting, including “equity security” (as such term is defined in Rule 3a11-1 of the General Rules and Regulations promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended).

     2.  Pledge . Pledgor hereby pledges to Agent, and grants to Agent for itself and the benefit of Lenders, a first priority security interest in all of the following owned by it (collectively, the “ Pledged Collateral ”):

     (a) the Pledged Shares and all certificates representing the Pledged Shares, if any, and all dividends, distributions, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares;

     (b) such portion, as determined by Agent as provided in Section 6(d) below, of any additional shares of Stock that Pledged Entity from time to time acquired by Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares), and all certificates representing such additional shares, and all dividends, distributions, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Stock; and

     (c) the Pledged Debt and the promissory notes or instruments evidencing the Pledged Debt, and all interest, cash, instruments and other property and assets from time to time received, receivable or otherwise distributed in respect of the Pledged Debt.

     3.  Security for Obligations . This Agreement secures, and the Pledged Collateral is security for, the prompt payment in full when due, whether at stated maturity, by acceleration or otherwise, and performance of all Obligations of any kind under or in connection with the Loan Agreement and the other Loan Documents, and all obligations of Pledgor now or hereafter existing under this Agreement including, without limitation, all fees, costs and expenses whether in connection with collection actions hereunder or otherwise (collectively, the “ Secured Obligations ”).

     4.  Delivery of Pledged Collateral . All certificates, if any, and all promissory notes or instruments evidencing the Pledged Collateral shall be delivered to and held by or on behalf of Agent, for itself and the benefit of the Lenders, pursuant hereto. All certificates, if any, representing Pledged Shares shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to Agent. All promissory notes or other instruments evidencing the Pledged Debt shall be indorsed by Pledgor.

     5.  Representations and Warranties . Pledgor represents and warrants to Agent that:

     (a) Pledgor is, and at the time of delivery of the Pledged Shares to Agent will be, the sole holder of record and the sole beneficial owner of the Pledged Collateral pledged by Pledgor free and clear of any Lien thereon or affecting the title thereto, except for any Lien created by this Agreement; Pledgor is and at the time of delivery of the Pledged Debt to Agent will be, the sole owner of such Pledged Collateral free and clear of any Lien thereon or affecting title thereto, except for any Lien created by this Agreement;

     (b) All of the Pledged Shares have been duly authorized, validly issued and are fully paid and, to the extent applicable, non-assessable; the Pledged Debt has been duly authorized, authenticated or issued and delivered by, and is the legal, valid and binding obligations of the Issuer and the Issuer is not in default thereunder;

     (c) Pledgor has the right and requisite authority to pledge, assign, transfer, deliver, deposit and set over the Pledged Collateral pledged by Pledgor to Agent as provided herein;

     (d) None of the Pledged Shares or Pledged Debt has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject;

     (e) All of the Pledged Shares pledged by Pledgor hereunder are presently owned by Pledgor. As of the date hereof, (i) there are no existing options, warrants, calls or commitments of any character whatsoever relating to the Pledged Shares and (ii) none of the Pledges Shares are represented by certificates;

     (f) No consent, approval, authorization or other order or other action by, and no notice to or filing with, any governmental authority or any other Person is required (i) for the pledge by Pledgor of the Pledged Collateral pledged by it pursuant to this Agreement or for the execution, delivery or performance of this Agreement by Pledgor, or (ii) for the exercise by Agent of the voting or other rights provided for in this Agreement or the remedies in respect of the Pledged Collateral pursuant to this Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally;

     (g) The pledge, assignment and delivery of the Pledged Collateral pursuant to this Agreement will create a valid first priority Lien on and a first priority perfected security interest in favor of the Agent for the benefit of Agent and Lenders in the Pledged Collateral and the proceeds thereof, securing the payment of the Secured Obligations, subject to no other Lien;

     (h) This Agreement has been duly authorized, executed and delivered by Pledgor and constitutes a legal, valid and binding obligation of Pledgor enforceable against Pledgor in accordance with its terms;

     (i) The Pledged Shares constitute 100% of the issued and outstanding shares of Stock of the Pledged Entity; and

     (j) Except as disclosed on Part B of Schedule I , none of the Pledged Debt is subordinated in right of payment to other Debt (except for the Secured Obligations) or subject to the terms of an indenture.

          The representations and warranties set forth in this Section 5 shall survive the execution and delivery of this Agreement.

     6.  Covenants . Pledgor covenants and agrees that until Full Payment of the Obligations and termination of all Revolver Commitments (the “ Termination Date ”):

     (a) Without the prior written consent of Agent, Pledgor will not sell, assign, transfer, pledge, or otherwise encumber any of its rights in or to the Pledged Collateral, or any unpaid dividends, interest or other distributions or payments with respect to the Pledged Collateral or grant a Lien in the Pledged Collateral, unless otherwise expressly permitted by the Loan Agreement;

     (b) Pledgor will, at its expense, promptly execute, acknowledge and deliver all such instruments and take all such actions as Agent from time to time may request in order to ensure to Agent and Lenders the benefits of the Liens in and to the Pledged Collateral intended to be created by this Agreement, including the filing of any necessary UCC financing statements, which may be filed by Agent with or (to the extent permitted by Applicable Law) without the signature of Pledgor, and will cooperate with Agent, at Pledgor’s expense, in obtaining all necessary approvals and making all necessary filings under federal, state, local or foreign law in connection with such Liens or any sale or transfer of the Pledged Collateral;

     (c) Pledgor has and will defend the title to the Pledged Collateral and the Liens of Agent in the Pledged Collateral against the claim of any Person and will maintain and preserve such Liens except for claims and Liens relating to the Receivables Securitization Facility;

     (d) Pledgor will not permit or cause any of the Pledges Shares to be represented by certificates; provided , however , in the event that any Pledged Shares become represented by certificates in contravention of this provision, Pledgor shall immediately deliver, or cause to be delivered, to Agent, to be held by Agent on its behalf and on behalf of the Lenders, all such certificates, together with duly executed instruments of transfer or assignment in black, all in form and substance satisfactory to Agent; and

     (e) Pledgor will, upon obtaining ownership of any additional Stock or promissory notes or instruments of a Pledged Entity or Issuer, which Stock, notes or instruments are not already Pledged Collateral, promptly (and in any event within three (3) Business Days) deliver to Agent a Pledge Amendment, duly executed by Pledgor, in substantially the form of Schedule II hereto (a “ Pledge Amendment ”) in respect of any such additional Stock, notes or instruments, pursuant to which Pledgor shall pledge to Agent all of such additional Stock, notes or instruments. Pledgor hereby authorizes Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged

Shares and Pledged Debt listed on any Pledge Amendment delivered to Agent shall for all purposes hereunder be considered Pledged Collateral.

     7.  Pledgors’ Rights . As long as no Default or Event of Default shall be deemed to have occurred under the Loan Agreement and be continuing and until written notice shall be given to Pledgor in accordance with Section 8(a) hereof or as otherwise permitted under the Loan Agreement:

     (a) Pledgor shall have the right, from time to time, to vote and give consents with respect to the Pledged Collateral, or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Loan Agreement or any other Loan Document; provided , however , that no vote shall be cast, and no consent shall be given or action taken, which would have the effect of impairing the position or interest of Agent in respect of the Pledged Collateral or which would authorize, effect or consent to (unless and to the extent expressly permitted by the Loan Agreement):

     (i) the dissolution or liquidation, in whole or in part, of any Pledged Entity;

     (ii) the consolidation or merger of any Pledged Entity with any other Person;

     (iii) the sale, disposition or encumbrance of all or substantially all of the assets of any Pledged Entity, except for Liens in favor of Agent;

     (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of any Pledged Entity or the issuance of any additional Stock; or

     (v) the alteration of the voting rights with respect to the Stock of any Pledged Entity; and

(b) (i) Pledgor shall be entitled, from time to time, to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Shares and Pledged Debt to the extent not in violation of the Loan Agreement other than any and all: (A) dividends and interest paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any Pledged Shares in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of any Pledged Entity; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided , however , that until actually paid all rights to such distributions shall remain subject to the Lien created by this Agreement; and

     (ii) all dividends and interest (other than such cash dividends and interest as are permitted to be paid to Pledgor in accordance with clause (i) above)

and all other distributions in respect of any of the Pledged Shares or Pledged Debt, whenever paid or made, shall be delivered to Agent to hold as Pledged Collateral and shall, if