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                                                                EXHIBIT 10b




                         THE STANDARD PRODUCTS COMPANY
                           1997 RESTRICTED STOCK PLAN

     1. INCENTIVE PURPOSE. The purposes of The Standard Products Company 1997
Restricted Stock Plan (the "Plan") are to attract and retain well qualified
personnel for positions of substantial responsibility with the Company and its
subsidiaries and to provide incentives to such persons to enhance the long-term
welfare of the Company and to continue in its service through the award of
Common Shares which are generally earned over an extended period of time.

     2. DEFINITIONS. For purposes hereof, the following words and phrases shall
have the meanings indicated.

     (a) "Change in Control" means the occurrence of any of the following
events:

       (1) When any "person," as defined in Section 3(a)(9) of the Exchange Act
  and as used in Sections 13(d) and 14(d) thereof, including a "group" as
  defined in Section 13(d) of the Exchange Act, but excluding the Company and
  any Subsidiary and any employee benefit plan sponsored or maintained by the
  Company or any Subsidiary (including any trustee of such plan acting as
  trustee), directly or indirectly, becomes the "beneficial owner" (as defined
  in Rule 13d-3 under the Exchange Act, as amended from time to time), of
  securities of the Company representing 20 percent or more of the combined
  voting power of the Company's then outstanding capital stock; provided,
  however, that with respect to any director who, on the effective date of this
  Plan, is the beneficial owner or has the option to acquire five percent or
  more of such capital stock outstanding on such effective date, capital stock
  so owned or acquired pursuant to any such options shall not be counted in
  determining such 20% or more combined voting power;

       (2) when, during any period of 24 consecutive months during the
  existence of the Plan, the individuals who, at the beginning of such period,
  constitute the Board of Directors of the Company (the "Incumbent Directors")
  cease for any reason other than death to constitute at least a majority
  thereof; provided, however, that a director who was not a director at the
  beginning of such 24-month period shall be deemed to have satisfied such
  24-month requirement (and be an Incumbent Director) if such director was
  elected by, or on the recommendation of or with the approval of, at least
  two-thirds of the directors who then qualified as Incumbent Directors either
  actually (because they were directors at the beginning of such 24-month
  period) or by prior operation of this Section 2(a)(2); or

       (3) the completion of a transaction requiring shareholder approval for
  the acquisition of the Company by an entity other than the Company or a
  Subsidiary through purchase of assets, or any merger of the Company into
  another company (unless the persons who were shareholders of the Company
  immediately prior to such transaction own more than 70% of the voting stock
  and value of the surviving company immediately following such merger in
  substantially the same proportions as they owned immediately prior to the
  merger).

     (b) "Committee" means the Compensation Committee of the Board of Directors
of the Company.

     (c) "Common Shares" means Common Shares, $1 par value per share, of the
Company.

     (d)  "Company" means The Standard Products Company.

     (e) "Disability" means disability as determined under procedure
established by the Committee for purposes of the Plan.

     (f) "Employee" means any employee of the Company or a Subsidiary who is an
officer or other key employee thereof.

     (g) "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     (h) "Plan" means The Standard Products Company 1997 Restricted Stock Plan,
as set forth herein and as the same subsequently may be amended or modified.

     (i) "Subsidiary" means a corporation which is a wholly-owned subsidiary,
directly or indirectly, of the Company.

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     (j) Whenever appropriate, words used herein in the singular may be read as
the plural and the plural may be read as the singular.

     (k) Masculine pronouns used herein shall be deemed to refer both to women
and men.

     3. AMOUNT OF STOCK. Upon the approval of the Plan by the shareholders,
there shall be reserved, allotted or set aside for issuance under the Plan
150,000 of the presently authorized but unissued Common Shares of the Company,
subject to paragraph 13. Any Common Shares issued hereunder may consist, in
whole or in part, of authorized and unissued Common Shares or treasury shares.

     4. ADMINISTRATION. The Plan shall be administered by the Committee, each
member of which is a "Non-Employee Director," as defined in Rule 16b-3
promulgated by the Securities and Exchange Commission under the Securities
Exchange Act of 1934 (the "Exchange Act"), and an "outside director" within the
meaning of Section 162(m) of the Code. The Board may also select one or more
Non-Employee Directors to serve as alternate members of the Committee, who may
take the place of any absent member or members at any meeting of the Committee.
The Committee shall administer the Plan in accordance with its terms and may
adopt, amend and repeal such rules and regulations as the Committee may desire
concerning the conduct of its affairs. The interpretation and construction by
the Committee of any provision of the Plan or of any stock award granted under
it and the administration of the Plan by the Committee shall be final. No
member of the Board of Directors or the Committee shall be liable for any
action taken or omitted or determination made in good faith in connection with
the Plan. Subject to the terms of the Plan, the Committee shall determine the
Employees to whom Common Shares shall be awarded under the Plan, the number of
Common Shares to be awarded to Employees under the Plan (which number shall not
exceed 100,000 Common Shares over the term of the Plan), the performance goals,
terms and other conditions, if any, of the award, the period of time that
awarded shares are subject to forfeiture as provided in paragraph 8 below and
the statements or legends to be placed on certificates representing the Common
Shares issued under the Plan.

     5. ELIGIBILITY. Common Shares may be awarded under the Plan to Employees
subject to the attainment of such performance goals or fulfillment of such
other conditions, if any, as the Committee in its sole discretion shall
determine. No member of the Committee shall be eligible for an award of Common
Shares under the Plan while serving as a Committee member.

     6. TERMS AND CONDITIONS OF AWARD. An award of Common Shares to an Employee
shall be evidenced by a written agreement between the Company and the Employee.
Such agreement shall specify the performance criteria, such as earnings per
share, stock price, or return on equity, terms and other conditions to which an
award of Common Shares is subject, if any, and the period of time, if any, that
awarded shares are subject to forfeiture, subject in any event to the
provisions of this Plan. The award of Common Shares to an Employee under the
Plan shall not entitle such employee to, or disqualify him from, a further
award of Common Shares at a later date.

     7. SECURITIES LAWS AND SECURITIES EXCHANGE RESTRICTIONS ON COMMON SHARES
AWARDED UNDER THE PLAN. IN THE CASE OF ALL COMMON SHARES AWARDED UNDER THE PLAN
(UNLESS SUCH COMMON SHARES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933 (THE "1933 ACT"), THE WRITTEN AGREEMENT EVIDENCING THE AWARD OF COMMON
SHARES SHALL CONTAIN A REPRESENTATION IN FORM APPROVED BY THE COMMITTEE AND THE
COMPANY THAT SUCH COMMON SHARES ARE BEING ACQUIRED NOT WITH A VIEW TO RESALE OR
DISTRIBUTION AND WILL NOT BE SOLD OR OTHERWISE TRANSFERRED BY THE EMPLOYEE TO
WHOM THE AWARD IS MADE, EXCEPT IN COMPLIANCE WITH THE 1933 ACT AND THE RULES
AND REGULATIONS THEREUNDER. THE COMMITTEE MAY IMPOSE SUCH OTHER RESTRICTIONS ON
THE COMMON SHARES AS IT MAY DEEM ADVISABLE, INCLUDING, WITHOUT LIMITATION, ANY
RESTRICTIONS NECESSARY TO MEET THE REQUIREMENTS OF THE NEW YORK STOCK EXCHANGE
OR ANY OTHER STOCK EXCHANGE OR QUOTATION SYSTEM OF A NATIONAL SECURITIES
ASSOCIATION UNDER WHICH THE COMMON SHARES OR SHARES OF THE SAME CLASS ARE THEN
LISTED AND TRADED, AND ANY BLUE SKY OR STATE SECURITIES LAWS APPLICABLE TO THE
COMMON SHARES. SHARE CERTIFICATES ISSUED IN CONNECTION WITH AWARDS OF COMMON
SHARES UNDER THE PLAN SHALL BEAR SUCH LEGENDS AND STATEMENTS AS THE COMMITTEE
SHALL DEEM ADVISABLE TO ASSURE COMPLIANCE WITH FEDERAL AND STATE SECURITIES
LAWS AND REGULATIONS.

     8. FORFEITURE OF COMMON SHARES. Common Shares awarded to an Employee under
the Plan shall be subject to forfeiture for such period of time as shall be
determined by the Committee and set forth in the written agreement evidencing
the award. The Committee may provide in the written agreement that the
forfeiture period with respect to awarded Common Shares may lapse upon an
Employee's death, Disability, Change in Control of the Company, or such other
event as determined by the Compensation Committee. Any Common Shares awarded
under the Plan which are subject to forfeiture (a) shall not be sold,
transferred, assigned, pledged, hypothecated, anticipated, alienated,
encumbered or charged, whether voluntarily, involuntarily, or by operation of
law, and (b) shall be forfeited to the Company in the event an Employee to whom
such Common Shares were awarded voluntarily ceases to be an Employee during the
period of time, if any, specified by the Committee. Absence or leave approved
by the Committee shall not be

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considered an interruption of service or employment for purposes of the Plan.
Common Shares awarded under the Plan will be issued in the name of Employee to
whom awarded and held by the Company for the Employee subject to forfeiture for
such period of time as the Committee may determine. At the time the award is
made and the certificates representing the Common Shares delivered to the
Employee and held by the Company, the Employee shall execute one or more blank
stock powers and deliver the same to the Company so that any shares which are
forfeited may be cancelled.

     9. TERM OF PLAN. This Plan shall continue until terminated by the
Committee. The Committee shall have the unrestricted right to amend, modify,
suspend or terminate the Plan at any time.

     10. SHAREHOLDER RIGHTS. Employees to whom awards of Common Shares have
been granted under the Plan shall have all rights of shareholders with respect
to the Common Shares which are the subject of such awards, subject to the
provisions of paragraph 8 hereof.

     11. NO ENLARGEMENT OF EMPLOYEE RIGHTS. The award of Common Shares under
the Plan to an Employee shall not confer any right to the Employee to continue
in the employ of the Company or of a Subsidiary and shall not restrict or
interfere in any way with the right of his employer to terminate his
employment, with or without cause, at any time.

     12. WITHHOLDING OF TAXES. The Committee may require, as a condition to the
award of Common Shares to an Employee under the Plan, that such Employee pay to
the Company, in cash, any federal, state or local taxes of any kind required by
law to be withheld with respect to the award to such Employee of Common Shares.
The Company, to the extent permitted or required by law, shall have the right
to deduct, from any payment of any kind otherwise due to such Employee, any
federal, state or local taxes of any kind required by law to be withheld with
respect to the award of Common Shares under the Plan to such Employee. In order
to facilitate payment of applicable withholding taxes, an employee to whom an
award of Common Shares has been granted may request, subject to the Committee's
sole discretion, the Company to purchase an amount of Common Shares equal to
the federal and state withholding tax, if any, payable in the taxable year in
which the awarded Common Shares are no longer subject to forfeiture; provided
that the proceeds of the Company's purchase shall be used to pay such
withholding taxes and that no purchase shall be made if such purchase would
violate a rule or regulation promulgated under the 1934 Act or the 1933 Act.

     13. ADJUSTMENT OF SHARES. The Committee may adjust the number and kind of
Common Shares, both in the aggregate and as to each grantee, available for
distribution and subject to forfeiture to prevent dilution or enlargement of
rights in the event of a change in the number or kind of outstanding shares of
the Company by reason of recapitalization, merger, consolidation,
reorganization, separation, liquidation, stock splits, stock dividend,
combination of shares or any other change in the corporate structure or Common
Shares of the Company.

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