COOPER TIRE & RUBBER COMPANY EXECUTIVE DEFERRED COMPENSATION PLAN PARTICIPATION AGREEMENT

Exhibit (10) (xxiii)

COOPER TIRE & RUBBER COMPANY

EXECUTIVE DEFERRED COMPENSATION PLAN

PARTICIPATION AGREEMENT

This Participation Agreement (the “Participation Agreement”) is between the undersigned,             (the “Participant”) and Cooper Tire & Rubber Company (the “Company”), and is subject to all of the terms and conditions of the Cooper Tire & Rubber Company Executive Deferred Compensation Plan (the “Plan”) including required amendments to conform to the newly enacted Internal Revenue Code Section 409A deferred compensation law and regulations. By signing this Participation Agreement, the Participant is expressing a desire to participate in the Plan and agrees to be bound by the provisions of the Plan. CAPITALIZED TERMS NOT DEFINED HEREIN SHALL HAVE THE MEANINGS SET FORTH IN THE PLAN.

I DO WISH TO PARTICIPATE IN THE PLAN, AND I HEREBY MAKE THE FOLLOWING ELECTIONS IN ACCORDANCE WITH THE TERMS OF THE PLAN:

This Participation Agreement is effective for the 2012 Plan Year, ending December 31, 2012 and each subsequent Plan Year, unless changed or terminated by the Participant in accordance with the terms of the Plan.

which would otherwise be earned by and payable to the Participant (the amounts deferred under subparagraphs (a), (b) and (c), together with income or losses on such amounts, shall collectively be referred to as the “Deferral”), and further agrees that each election made under this Section 1 shall not be less than $10,000 annually, as required by Section 4 of the Plan.

Except as provided in Appendix I or Appendix II to this Participation Agreement, the Participant elects to receive distribution of such Deferral in the form specified in Section 2. Such distribution will be made or will commence within thirty (30) days following the end of the Accounting Period for the Plan in which his Settlement Date occurs. (A Participant’s Settlement Date is the date on which his or her employment with the Company terminates.) If Participant is a “Key Employee” under the Plan, distributions based upon a separation from service may be subject to a six month delay in distributions.

1

Provided, however, that each installment payment is not less than $10,000.

2

The Participant acknowledges that the Committee may, but is under no obligation to, direct the amount credited to his Account in accordance with his Request.

The Participant acknowledges that, pursuant to the terms of the Plan,

3

Account is changed from any of the other Investment Funds to the Common Stock Fund, such portion will be deemed to be invested in the PRIMCO Stable Value Fund until six (6) months after the date such modified Request is first effective, at which time such portion (together with the earnings accrued thereon) will automatically be deemed to be invested in the Common Stock Fund, and

Name:                                                   

Relationship:                                       

Address:                                              

If the Beneficiary is a trust or other legal entity, please so indicate.

A Participant who would like to name more than one Beneficiary

should contact the Administrator regarding such request.

If the Beneficiary predeceases the Participant, the following person is designated as contingent Beneficiary to receive any such unpaid balance:

Name:                                                   

Relationship:                                       

Address:                                              

4

The Participant understands that any Deferrals under the Plan are assets of the Company, are not segregated in a separate account solely for the Participant’s benefit, are not actually invested in the investment funds selected by the Participant, and may be subject to the claims of the Company’s creditors or used to discharge other legal obligations in the event the Company is declared insolvent or in the event of a bankruptcy.

IN WITNESS WHEREOF, the Participant has executed this Participation Agreement on the             day of             , 20    .

Received and accepted by the Administrator of the Cooper Tire & Rubber Company Executive Deferred Compensation Plan this             day of             , 20    .

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COOPER TIRE & RUBBER COMPANY

INVESTOR CERTIFICATE

Please identify the state in which you currently reside:

BY SIGNING BELOW I AM CERTIFYING THAT THE ABOVE FACTS AS WELL AS THE REPRESENTATIONS AND WARRANTIES SET FORTH ON THE BACK HEREOF ARE TRUE AND ACCURATE AS OF THE DATE OF MY SIGNATURE.

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REPRESENTATION AND WARRANTIES

In signing the front hereof I represent and warrant as follows:

a. I am a bona fide resident of the State indicated on the front hereof.

b. I have such knowledge and experience in financial and business matters that I am capable of protecting my own interest in connection with my decision to participate in the Cooper Tire & Rubber Company Executive Deferred Compensation Plan (the “Plan”) and to invest and re-invest amounts credited to my account under the Plan and in evaluating the merits and risks of participation in the Plan. I will advise you if in the future I believe this representation is no longer correct.

c. I have received Cooper Tire & Rubber Company’s (the “Company”) most recent Annual Report to Stockholders, Proxy Statement and Form 10-K and any Forms 10-Q or 8-K filed since issuance of the last Annual Report or Form 10-K. I have been provided, to my satisfaction, the opportunity to ask questions concerning the terms and conditions of participating in the Plan and the documents provided in connection therewith, have had all such questions answered to my satisfaction and have been supplied all additional information as I have deemed necessary to evaluate this investment. I am satisfied that, whether or not I chose to utilize it, I have effective access to all material information about the Company by reason of my relationship to the Company and one or more of its officers, directors, or other participants.

d. I understand that participation in the Plan and investments and re-investments of amounts credited to my account thereunder involves a degree of risk and I am familiar with the type of investment which the same constitutes, and have reviewed such investment with tax and legal counsel to the extent that I deemed such review to be advisable. I specifically recognize that amounts credited to my account pursuant to the Plan constitute unfunded obligations of the Company.

e. I am aware that during my lifetime my right to participate and my interests in the Plan may not be transferred. I am also aware that there are very significant limitations on my ability to receive any part of my account balances. Therefore, I specifically recognize that it may not be possible to liquidate this investment readily and that it may be necessary to hold this investment for an indefinite period.

f. My participation in the offered Plan interests and investments and re-investments under the Plan are solely for my own account, for investment, and not with a view to or for any distribution, resale, subdivision or fractionalization thereof in connection with any distribution of securities within the meaning of the Securities Act of 1933, as amended. I am the sole and true party in interest and I am not participating or purchasing for the benefit of any other person, nor in a fiduciary capacity for any other person.

g. I recognize that if I have any questions or inquiries relating to the Plan, my participation in the Plan or if I need to update any of the representations or warranties here made, I may contact the Administrator of the Plan c/o the Company’s Human Resources Department or Treasurer. I am also aware that I may have a purchaser representative assist me now or at any time during my participation in the Plan.

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EXECUTIVE DEFERRED COMPENSATION PLAN

PARTICIPATION AGREEMENT

APPENDIX I

IN-SERVICE DISTRIBUTION OF 2011 DEFERRALS

I hereby irrevocably elect to receive             % of the value of any compensation deferred by me that would otherwise have been paid to me in 2011 (including investment gains and losses on such amounts) as follows:

                                                                      (Date)

                                                                 (Date)

Payment of amounts deferred in 2011 cannot be made or commence prior to January 1, 2014.

If my employment terminates for Cause, or due to my death, prior to the making or commencement of the foregoing payment to me, the entire amount will be paid in a lump sum within 30 days after the end of the Accounting Period in which the termination of employment occurs, subject to the “Key Employee” rules under the Plan and Internal Revenue Code Section 409A.

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EXECUTIVE DEFERRED COMPENSATION PLAN

PARTICIPATION AGREEMENT

APPENDIX II

DELAYED DEFERRAL DISTRIBUTION

I hereby elect to delay beyond the date on which my employment terminates distribution of the percentage of my Deferral (including investment gains and losses) set forth below, as follows:

Percentage of Deferral to be delayed:             %

q I would like payment of the above amount to be made in one lump sum on                                         .

                                                                                                                                                                                (Date)

q I would like payment of the above amount to be made in equal annual

installments (two through ten), commencing on                                 .

                                                                                                               (Date)

I understand that the date selected under either of the options set forth above cannot be later than my 65^th birthday.

If my employment terminates for Cause, or due to my death, prior to the making or commencement of the foregoing payment to me, the entire amount will be paid in a lump sum within 30 days after the end of the Accounting Period in which the termination of employment occurs, subject to the “Key Employee” rules under the Plan and Internal Revenue Code Section 409A.

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