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                               EXHIBIT 10(b)

                        1990 RESTRICTED STOCK PLAN


                                 ARTICLE 1

                                  PURPOSE


          The purpose of this Plan is to provide an opportunity for the
executive officers and certain other key employees of Hastings
Manufacturing Company ("Hastings") or its subsidiaries to acquire shares of
Common Stock of Hastings, thereby giving such persons an additional
incentive to contribute to the prosperity of Hastings, and to assist
Hastings in attracting, rewarding, and retaining well-qualified executive
personnel.


                                 ARTICLE 2

                                DEFINITIONS


          The following words have the following meanings unless a
different meaning is plainly required by the context:

     2.1  "Board" means the board of directors of Hastings.

     2.2  "Change in Control" means a change in control of the Company of a
nature that would be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14a promulgated under the Exchange Act, provided
that, without limitation, such change in control shall be deemed to have
occurred if (a) any "Person" (as such term is used in Sections 13(d) and
14(d)(2) of the Exchange Act) is or becomes the beneficial owner, directly
or indirectly, of securities of the Company representing 25 percent or more
of the combined voting power of the Company's then outstanding securities,
or (b) during any period of 2 consecutive years, individuals who at the
beginning of such period constitute the Board cease for any reason to
constitute at least a majority of the Board (unless the election or
nomination for election by the Company's shareholders of each new director
was approved by a vote of at least two-thirds of the directors then still
in office who were directors at the beginning of the period).

     2.3  "Common Stock" means the Common Stock (par value $2 per share) of
Hastings.

     2.4  "Code" means the Internal Revenue Code of 1986, as amended.



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     2.5  "Committee" means the Compensation Committee of the Board or such
other committee as the Board shall designate for the purpose of
administration of the Plan.  No Committee member while a member shall be
eligible to participate in this Plan or in any other plan of the Company
providing for the issuance of stock or stock options, nor have been
eligible to so participate within the 1-year period immediately prior to
appointment to the Committee.

     2.6  "Competition" means participation, directly or indirectly, in the
ownership, management, financing, or control of any business which is the
same as or similar to the present or future businesses of Hastings or its
subsidiaries.  Such participation could be by way of employment, consulting
services, directorship, or officership.  Ownership of less than 5 percent
of the shares of any corporation whose shares are publicly traded on any
national or regional stock exchange or over the counter shall not be deemed
competition.

     2.7  "Disability" of an employee means that by reason of accident,
physical illness, or mental illness, (a) the employee does not fulfill his
normal responsibility as an employee of Hastings for a period of at least 1
year, (b) Hastings and the employee agree that the employee is or will be
unable to perform his or her normal responsibilities as an employee for a
period of at least 1 year, or (c) there is a dispute as to disability and a
physician or panel of physicians determines that the employee is or will be
unable to perform his or her normal responsibility for a period of at least
1 year.  Disputes regarding existence or date of disability shall be
determined by a licensed physician selected by agreement of Hastings and
the employee.  Such physician's fees shall be paid by Hastings.  If they
cannot agree upon a physician, the dispute shall be determined by a
majority of a panel of three licensed physicians, one selected by Hastings,
one selected by the employee, and the third selected by the first two.
Hastings and the employee shall each pay the fees of the physician they
select, and the fees of the third physician shall be shared equally.  The
date of disability shall be the beginning of the 1-year period or the date
determined to be the onset of the disability by the physician or panel of
physicians.

     2.8  "Employee" means any executive officer in the service of Hastings
or any of its subsidiaries, except any person who serves only as a
director.  An individual's status as an Employee shall not be affected by a
leave of absence without pay.

     2.9  "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

     2.10 "Performance Goals" means goals concerning the performance of
Hastings that will be set each year by the Board or by the Committee.


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     2.11 "Retirement" means the voluntary termination of all employment by
the employee.

     2.12 "Plan" means Hastings' 1990 Restricted Stock Plan as in effect
from time to time.

     2.13 "Recipient" means an Employee to whom Restricted Stock has been
awarded under Article 3 of the Plan.

     2.14 "Restricted Period" means a period of up to 5 years following the
date of the award of the Restricted Stock during which the Recipient will
forfeit Recipient's right to receive all or a portion of the Restricted
Stock upon termination of employment or upon Hastings' failure to meet
certain corporate performance goals.  The Restricted Period for grant of
Restricted Stock may provide for delayed vesting, which means periodic
lapsing of the restrictions.

     2.15 "Restricted Stock" means Common Stock awarded to a Recipient
under Articles 4 and 5 of the Plan, which stock is subject to the
restrictions of Article 6 of the Plan.

     2.16 "Restricted Stock Agreement" means an agreement between Hastings
and a Recipient that sets forth the terms and conditions of an individual
award of Restricted Stock.

     2.17 "Subsidiary" means any corporation of which a majority of the
outstanding voting stock is directly or indirectly owned or controlled by
Hastings, or by one or more subsidiaries.

     2.18 "Vest" or "vesting" means the time when the restrictions on
transfer of the Restricted Stock lapse or are removed.


                                 ARTICLE 3

                              ADMINISTRATION


     3.1  The Committee shall administer the Plan, shall have sole
authority to award Restricted Stock under the Plan to any Employee, and
shall determine all questions arising in connection with the Plan,
including its interpretation.  All decisions with respect to the Plan and
its interpretation made by the Committee shall be final; provided, however,
that the Committee may not award Restricted Stock to any voting member of
the Committee.  No member of the Committee shall be liable for any action
or determination made in good faith with respect to the Plan or any
Restricted Stock awarded under it.


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     3.2  If so directed by the Board of Directors, the Committee shall
consult with the Company's Compensation Committee or with the Board of
Directors prior to awarding Restricted Stock to any Recipient.

     3.3  The awarding of Restricted Stock pursuant to the Plan shall be
entirely within the discretion of the Committee and nothing herein
contained shall be construed to give an Employee any right to participate
under the Plan or receive any Restricted Stock under it.


                                 ARTICLE 4

                             RESTRICTED STOCK


     4.1  Twenty thousand shares of authorized Common Stock may be
available for awards of Restricted Stock under the Plan.  Such shares may
be either unissued or treasury shares.  If any such shares are forfeited
through termination of employment, failure to meet corporate performance
goals, or otherwise prior to lapse of restrictions, such shares may be
reissued in subsequent grants of Restricted Stock under the Plan.

     4.2  Restricted Stock awarded under the Plan shall be subject to the
restrictions set forth in Article 6.

     4.3  Each award of Restricted Stock under the Plan shall be evidenced
by a Restricted Stock Agreement containing the terms and conditions of the
award as described in Article 6 and such other provisions as the Committee
may deem appropriate.

     4.4  All or a portion of the Restricted Stock granted to a Recipient
may be released from restrictions or be forfeited from time to time
according to the terms of the Plan and the applicable Restricted Stock
Agreement.  After the Restricted Period shall lapse with respect to shares
of the stock, such shares shall no longer be deemed Restricted Stock
whether or not the certificates for those shares have been delivered to the
Recipient.

     4.5  Any certificates evidencing shares of Restricted Stock awarded
pursuant to the Plan shall be registered in the name of the Recipient and
deposited, together with a stock power endorsed in blank, with Hastings.
At the discretion of the Committee, any such certificates may be deposited
in a bank designated by the Committee or delivered to the Recipient.  Each
such certificate shall bear the following legend:

               The shares represented by this certificate were issued
     subject to certain restrictions under the Hastings Manufacturing
     Company 1990 Restricted Stock Plan.  A copy of the Plan is on

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     file in the office of the Secretary of Hastings Manufacturing
     Company.  This certificate is held subject to the terms and
     conditions contained in a restricted stock agreement which
     includes a prohibition against the sale or transfer of the stock
     represented by this certificate except in compliance with that
     agreement.

     4.6  Certificates for shares of stock released from the restrictions
shall be delivered to the Recipient upon request within a reasonable period
of time.  The Recipient shall sign all documents necessary and appropriate
to facilitate such delivery.

     4.7  If any increase, decrease, or adjustment in the Common Stock of
Hastings is made as a result of a stock dividend, stock split, reverse
stock split, recapitalization, added rights, or any other similar corporate
event, or as a result of a merger, consolidation, or other reorganization
of Hastings, the Board shall make an appropriate adjustment in the
aggregate number of shares subject to the Plan, and the maximum number of
shares which may be awarded to any Recipient; provided, however, that any
fractional shares resulting from any such adjustment may be eliminated.


                                 ARTICLE 5

                     CALCULATION AND VESTING OF AWARDS


     5.1  The Board of Directors or the Committee shall establish
Performance Goals for each calendar year in order to establish a standard
for determining the extent to which Restricted Stock awards for such
calendar year shall vest.  One set of Performance Goals shall be so
established which shall be applicable to all or to specified categories of
Plan participants and shall reflect what the Board of Directors or the
Committee believes represents a challenging goal for either Hastings or a
division or subsidiary of Hastings, for either one, all, or some
combination of (a) aftertax rate of return on shareholders' equity,
(b) pretax rate of return on sales, (c) pretax rate of return on assets,
(d) sales growth rate, or (e) any other standard considered appropriate by
the Committee.  Individual Performance Goals for eligible Recipients may
also be established.  Rate of return, sales growth rates and any other
standards for Performance Goals shall be computed based on the amounts
shown in Hastings' annual certified financial statements; provided,
however, that the Committee may adjust such amounts for such extraordinary
and special items or other unusual charges or credits as it shall deem
appropriate for purposes of the Plan.  In determining whether or not the
Performance Goals established for a particular calendar year have been met,
the Board of Directors or the Committee may exclude from its calculations


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any figures attributable to the acquisition of another corporation by
Hastings.

     5.2  The Committee may grant awards of Restricted Stock to Recipients
for such numbers of shares of Restricted Stock as the Committee shall deem
appropriate in each instance.  Any such grant is subject to approval by the
Board of Directors if the Board directs the Committee to submit such awards
to the Board for approval.  The Restricted Period shall be 5 years for each
award.  For each year during that 5-year term for which the applicable
Performance Goals are met, 20 percent of the Restricted Shares awarded to
the Recipient shall vest in the Recipient.  For each year during the 5-year
term for which the applicable Performance Goals are not met, 20 percent of
the Restricted Shares awarded to the Recipient shall be forfeited by the
Recipient.


                                 ARTICLE 6

                 TERMS AND CONDITIONS OF RESTRICTED STOCK


          The award of Restricted Stock under the Plan shall be subject to
the following terms and conditions:

     6.1  In addition to the requirement that the Performance Goals be met,
the Restricted Stock shall be awarded on the condition that the Recipient
remain in the employment of Hastings, or one or more of its parents or
subsidiaries during the Restricted Period applicable to designated shares
except as otherwise provided in this Article 6; but such condition shall
have no effect on the right of Hastings or any subsidiary to terminate the
Recipient's employment at any time.

     6.2  Unless otherwise provided in the Restricted Stock Agreement, in
the event of the death or Disability of the Recipient during the Restricted
Period,

               (a)  With respect to any calendar year at the end of which
     the Recipient is living and actively employed by Hastings, the
     Recipient shall vest in any shares of Restricted Stock set to
     vest or be forfeited with respect to the Performance Goals
     applicable to the Plan in the same manner as otherwise provided
     in this Plan, regardless of whether or not the Recipient's death
     or disability occurs prior to or after the date on which it is
     determined to what extent the Performance Goals for that calendar
     year have been met.

               (b)  With respect to the calendar year in which the
     Recipient's death or termination of employment because of

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     disability occurs, if the Recipient has additional shares of
     Restricted Stock that would have vested or been forfeited because
     of Hastings' attainment or non-attainment of the Performance
     Goals established for the calendar year in which the Recipient's
     death or termination of employment because of disability occurs,
     then as of the end of that calendar year the Recipient or the
     Recipient's estate shall forfeit or become vested in such shares
     in the same manner as if the Recipient were alive and employed by
     Hastings at the time of final determination as to whether or not
     those Performance Goals were met.

               (c)  For the calendar year following the calendar year in
     which the Recipient's death or termination of employment because
     of disability occurred, if the Recipient has additional shares of
     Restricted Stock that would have vested or been forfeited because
     of Hastings' attainment or non-attainment of the Performance
     Goals established for that calendar year (following the calendar
     year in which the Recipient's death or termination of employment
     because of disability occurred), then as of the end of that
     second calendar year the Recipient or the Recipient's estate
     shall forfeit or become vested in such shares in the same manner
     as if the Recipient were alive and employed by Hastings at the
     time of final determination as to whether or not those
     Performance Goals were met.

               (d)  Any unvested shares of Restricted Stock that would vest
     only upon the attainment by Hastings of Performance Goals for a
     calendar year later than the calendar year following the calendar
     year in which the Recipient's death or termination of employment
     by reason of disability occurred shall be forfeited by the
     Recipient as of the date of the Recipient's death or termination
     of employment by reason of disability.

     6.3  In the event of Retirement by the Recipient, the Recipient's
right to the Restricted Stock shall cease and terminate as of the date of
Retirement unless, upon notice from the Recipient of a proposed Retirement
date, the Committee consents to waive the termination of the Recipient's
right to the Restricted Stock in connection with the proposed Retirement.
With such consent, the restrictions shall lapse or the Restricted Stock
shall be forfeited at the normal time periods, depending on whether or not
the Performance Goals of the Company are met, unless vesting of the
Restricted Stock is otherwise accelerated under this Article 6 or unless
the provisions concerning Competition apply.

     6.4  In the event of a Change in Control during the Restricted Period,
the Recipient's right to all of the Recipient's Restricted Stock shall,
upon election by the Recipient and consent by the Committee as constituted
at the time of Change in Control within 90 days of such Change in Control,

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vest as of the date of the Change in Control and upon such election the
Recipient's Restricted Stock may be transferred free of the restrictions
under this Plan, except for those restrictions described in Paragraph 6.9
of this article; provided, however, that if the vesting, when considered
with all other payments and benefits from the Company to the Recipient,
constitutes a "parachute payment," as defined in Section 280G(b)(2) of the
Code, then the Recipient's right to the Restricted Stock shall vest only to
the extent that the aggregate present value of all payments and benefits in
the nature of compensation, to which Section 280G(b)(2) of the Code
applies, does not exceed 299 percent of the annualized average of the
Recipient's gross income from the Company for federal income tax purposes
during the 5-year period ending on the last day of the Company's taxable
year preceding the date of the Change in Control.

     6.5  If the Recipient enters into Competition with Hastings or
terminates his or her employment during the Restricted Period for any
reason other than Retirement with the Committee's consent, death or
Disability, the Recipient's right to the Restricted Stock which has not
vested shall cease and terminate as of the date of competition or
termination and the Recipient shall promptly surrender to Hastings such
Restricted Stock held by the Recipient together with any distribution on
such stock made after the date of termination.  Hastings may use the stock
power provided hereunder to complete the reregistration of any certificate
and may divide any shares represented by a certificate into restricted and
nonrestricted shares.

     6.6  The shares of Restricted Stock which have not vested shall not be
sold, exchanged, transferred, pledged, or otherwise disposed of by the
Recipient during the Restricted Period, other than to Hastings pursuant to
Paragraphs 6.5 and 6.7 of this article or by will or by the laws of descent
or distribution.  The Recipient shall agree to execute from time to time at
the request of Hastings such stock powers with respect to the Restricted
Stock as may be appropriate to facilitate the reregistration of the
Restricted Stock pursuant to the Plan.

     6.7  If any assignment, pledge, transfer, or other disposition,
voluntary or involuntary, of the Restricted Stock which has not vested
shall be made or attempted during the Restricted Period, except as provided
above in Paragraph 6.5 of this article, the Recipient's right to the
Restricted Stock shall immediately cease and terminate and the Recipient
shall promptly surrender to Hastings all such Restricted Stock in
Recipient's possession.

     6.8  During the Restricted Period, the Recipient shall have all rights
of a shareholder with respect to the Restricted Stock, including (a) the
right to vote any shares at shareholders' meetings, (b) the right to
receive, without restriction, all cash dividends paid with respect to such
Restricted Stock, and (c) the right to participate with respect to such

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Restricted Stock in any stock dividend, stock split, recapitalization, or
other adjustment in the Common Stock of Hastings or any merger,
consolidation, or other reorganization involving an increase or decrease or
adjustment in the Common Stock of Hastings; provided, however, that if any
Performance Goals are not met and any shares of Restricted Stock are
accordingly forfeited, these rights of the Recipient with respect to such
shares shall terminate immediately upon that forfeiture.  Any new,
additional, or different shares or other security received by the Recipient
pursuant to any such stock dividend, stock split, recapitalization, or
reorganization shall be subject to the same terms, conditions, and
restrictions as those relating to the Restricted Stock for which such
shares were received.

     6.9  The Recipient shall represent and warrant that the Recipient is
acquiring the Restricted Stock for the Recipient's own account and
investment and without any intention to resell or distribute the Restricted
Stock.  The Recipient shall agree not to resell or distribute such
Restricted Stock after the Restricted Period except upon such conditions as
Hastings may reasonably specify to insure compliance with federal and state
securities laws.  Hastings may require appropriate legends to be placed on
the certificates to meet such requirements.

     6.10 Hastings shall have a right of first refusal with respect to any
proposed sale or other disposition of any vested Restricted Shares.  The
Recipient must notify Hastings in writing of any such proposed sale or
disposition, and that notice must contain all the terms of the proposed
sale or disposition.  Hastings shall have 30 days after receipt of that
written notice to purchase from the Recipient the number of such shares
which are the subject of the proposed sale or other disposition, with that
purchase to be at the same price and upon the same terms as those of the
proposed sale or other disposition.  If Hastings does not exercise its
right of first refusal within 30 days, or earlier notifies the Recipient in
writing that Hastings waives its right of first refusal with respect to the
proposed sale or other disposition, the Recipient may consummate the sale
or other disposition, but only at the price and upon the terms proposed.
The shares shall remain subject to this right of first refusal after any
such transfer, and all stock certificates representing shares awarded
hereunder shall bear an appropriate legend reflecting such right.


                                 ARTICLE 7

                              WITHHOLDING TAX


          Hastings shall have the right to withhold, with respect to any
stock distributed under the Plan, any taxes required by law to be withheld
because of such distribution.  Such withholding may be deducted from any

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wages or other property held by Hastings for distribution to the Recipient.
If there are insufficient funds or property to provide for any such
withholding, Hastings may condition delivery of the shares upon deposit of
the appropriate withholding amount by the Recipient.


                                 ARTICLE 8

            EFFECTIVE DATE, AMENDMENT, AND TERMINATION OF PLAN


          This Plan shall be effective when it has been approved by the
Board of Directors of Hastings.  The Board may amend, suspend, or terminate
the Plan or any portion thereof at any time; provided that no amendment,
suspension, or termination shall impair the rights of any Recipient,
without the Recipient's consent, in any Restricted Stock previously
granted.  The Committee may amend the Plan to the extent necessary for the
efficient administration of the Plan, or to conform it to the provisions of
any federal or state law or regulation.



























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