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                                                                     EXHIBIT 10c




                                THIRD AMENDMENT
                                       TO
                         RECEIVABLES PURCHASE AGREEMENT


     This Third Amendment to Receivables Purchase Agreement, dated as of
October 1, 1997, (this "Amendment") is among THE STANDARD PRODUCTS FUNDING
CORPORATION, a Delaware corporation ("Seller"), THE STANDARD PRODUCTS COMPANY,
an Ohio corporation ("Standard"), CLIPPER RECEIVABLES CORPORATION, a Delaware
corporation ("Purchaser"), STATE STREET BOSTON CAPITAL CORPORATION, a
Massachusetts corporation ("Administrator") and NATIONAL CITY BANK a national
bank ("NCB").  Unless otherwise indicated, terms defined in Appendix A to the
Receivables Purchase Agreement have the same meanings when used herein.

     SECTION 1 AMENDMENTS.  The following amendments to the Receivables
Purchase Agreement shall be effective upon satisfaction of the conditions in
Section 3 of this Amendment.

           SECTION 1.1 Amendments to Appendix A:  Definitions.  In Appendix A
      to the Receivables Purchase Agreement, clause (c) of the definition of
      "Termination Date" is hereby amended by replacing the reference to
      September 22, 1998 with November 1, 2000 and each of the definitions of
      "Obligor Concentration Limit" and "Stockholder's Equity" is hereby
      deleted in its entirety and replaced with the following:

                 Obligor Concentration Limit means, at any time, in relation to
            the aggregate Unpaid Balance of Receivables owed by any single
            Obligor and its Affiliated Obligors (if any) an amount equal to
            following applicable percentage of the lesser of (A) $50,000,000
            and (B) the aggregate Unpaid Balance of Eligible Receivables at
            such time (i) 12% in the case of Ford and its affiliates or any
            other Obligor approved in writing by the Administrator and the
            Rating Agencies if such Obligor's short-term debt obligations are
            rated at least A-1 by S&P and P-1 by Moody's; (ii) 10% in the case
            of General Electric and its affiliates or any Obligor approved in
            writing by the Administrator and the Rating Agencies if such
            Obligor's short-term debt obligations are rated at least A-1 by S&P
            and P-1 by Moody's; (iii) 8% in the case of Chrysler and its
            affiliates or any Obligor approved in writing by the Administrator
            and the Rating Agencies if such Obligor's short-term debt
            obligations are rated at least A-1 by S&P and P-2 by Moody's; (iv)
            4% if such Obligor's short-term debt obligations are not rated at
            least A-1 by S&P and P-1 by Moody's and if such Obligor's long-term
            unsecured debt obligations are rated at least BBB by S&P and Baa2
            by Moody's and (v) 2% if such Obligor's unsecured long-term debt
            obligations are not rated or are rated BBB- or Baa3 or less by S&P
            or Moody's, respectively.

                 "Stockholder's Equity" means the excess (as determined on a
            consolidated basis and in accordance with GAAP, but excluding from
            all such determinations any "foreign currency translation
            adjustments" reflected in the consolidated financial statements of
            Standard and its consolidated subsidiaries under the heading
            "Shareholder's Equity") of the net book value (after deducting all
            applicable valuation reserves and without consideration to any
            reappraisal or write-up of assets after the date hereof other than
            any

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            Permitted Write-up) of all of the assets (i.e., including
            intangibles such as patents, costs of businesses over net assets
            acquired and goodwill arising out of the Acquisition) of Standard
            and its consolidated subsidiaries on a consolidated basis over
            total consolidated liabilities.

     SECTION 2 REPRESENTATIONS AND WARRANTIES.  Seller and Standard hereby
represent and warrant to the Purchaser, Administrator and NCB that:
             
            (a) The execution and delivery by them of this Amendment and the
      performance of their obligations under the Receivables Purchase Agreement
      as amended by this Amendment (as amended, the "Amended Agreement"), are
      within their corporate powers, have been duly authorized by all necessary
      corporate action, have received all necessary governmental and other
      consents and approvals (if any shall be required) and do not and will not
      contravene or conflict with, or create a lien under, (i) any provision of
      law, (ii) their constituent documents, (iii) any court or administrative
      decree applicable to them, or (iv) any contractual restriction binding
      upon them or their property.

            (b) The representations and warranties of Seller contained in
      Section 6.01 of the Receivables Purchase Agreement are true and correct
      as of the date of Seller's execution and delivery of this Amendment and
      after giving effect hereto (except for those representations and
      warranties that relate solely to an earlier date).

            (c) This Amendment has been duly executed and delivered by them, and
      the Amended Agreement is their legal, valid and binding obligation,
      enforceable against them in accordance with its terms.

            (d) After giving effect to this Amendment, no Liquidation Event or
      Unmatured Liquidation Event shall have occurred and be continuing.

     SECTION 3 CONDITIONS TO EFFECTIVENESS.  This Amendment shall be effective
as of September 30, 1997 when the following conditions shall have been
satisfied (the "Condition Satisfaction Date"):


            SECTION 3.1     Delivery of Counterparts.  The Administrator shall 
have received (by telecopy or otherwise) counterparts of this Amendment or the 
signature pages hereto, executed by each of Seller, Standard, Purchaser, 
Administrator and NCB.

            SECTION 3.2     Other Conditions.  The conditions set forth in 
Section 5.02 of the Receivables Purchase Agreement shall be satisfied with the 
same effect as if a Purchase were to be made on the Condition Satisfaction Date.

     SECTION 4      MISCELLANEOUS PROVISIONS.

            SECTION 4.1     Reaffirmation.  As hereby amended, the Receivables 
Purchase Agreement is hereby ratified and reaffirmed by Seller and Standard.

            SECTION 4.2     Costs and Expenses.  Seller and Standard, jointly 
and severally, hereby agree to pay on demand all costs and expenses incurred 
by the Administrator and NCB

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      (including legal fees and other charges of counsel to the Administrator
      and NCB) in connection with the preparation, execution and delivery of
      this Amendment.

             SECTION 4.3  Captions.  The various captions in this Amendment 
      are included for convenience only and shall not affect the meaning or
      interpretation of any provision of this Amendment.

             SECTION 4.4  GOVERNING LAW.  THIS AGREEMENT, INCLUDING THE RIGHTS 
      AND DUTIES OF THE PARTIES HERETO, SHALL BE GOVERNED BY, AND CONSTRUED IN
      ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT 
      REFERENCE TO PRINCIPLES OF CONFLICTS OF LAW, EXCEPT TO THE EXTENT THAT 
      THE PERFECTION OF THE INTERESTS OF PURCHASER IN THE RECEIVABLES OR 
      RELATED PROPERTY IS GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN 
      THE STATE OF NEW YORK.
 
             SECTION 4.5  Execution in Counterparts.  This Amendment may be 
      executed in any number of counterparts and by the different parties 
      hereto in separate counterparts, each of which when so executed shall be
      deemed to be an original and all of which when taken together
      shall constitute one and the same Amendment.


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     IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
by their respective officers thereunto duly authorized.

                                         THE STANDARD PRODUCTS FUNDING
                                         CORPORATION

                                         By:  /s/ Charles F. Nagy
                                              -------------------------------   
                                         Title:  Treasurer
                                                 ----------------------------

                                         THE STANDARD PRODUCTS COMPANY

                                         By:  /s/ Donald R. Sheley, Jr.
                                              -------------------------------   
                                         Title: Vice President and CFO
                                                -----------------------------
                                                        
                                         CLIPPER RECEIVABLES CORPORATION
                
                                         By:  /s/ Anne B. Brennan
                                              -------------------------------
                                         Title: Secretary
                                                -----------------------------

                                         STATE STREET BOSTON CAPITAL
                                         CORPORATION

                                         By:  /s/ Susan Wisialko
                                              -------------------------------
                                         Title:  Managing Director
                                                 ----------------------------

                                         NATIONAL CITY BANK

                                         By:  /s/ Marybeth S. Howe
                                              -------------------------------
                                         Title:  Vice President
                                                 ----------------------------



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ACKNOWLEDGED AND AGREED:

NATIONAL CITY BANK, as a Facility Bank


By:  /s/ Marybeth S. Howe
     ---------------------------------
Name:  Marybeth S. Howe
       -------------------------------
Title: Vice President
       -------------------------------

NATIONAL CITY BANK, as a Liquidity Bank,
a Ford Concentration Bank and a Chrysler
Concentration Bank

By:  /s/ Marybeth S. Howe
     ---------------------------------
Name:  Marybeth S. Howe
     ---------------------------------  
Title:  Vice President
       -------------------------------

COMERICA BANK, as a Liquidity Bank, a Ford
Concentration Bank and a Chrysler Concentration Bank

By: /s/ Barbara I. Palazzolo
    ----------------------------------
Name: Barbara I. Palazzolo
      --------------------------------
Title:  Account Officer
       -------------------------------

NBD BANK, as a Liquidity Bank, a Ford Concentration
Bank and a Chrysler Concentration Bank


By:  /s/ Teresa A. Kalil
     ---------------------------------
Name: Teresa A. Kalil
      --------------------------------
Title:  Vice President
       -------------------------------

KEYBANK NATIONAL ASSOCIATION fka
SOCIETY NATIONAL BANK, as a Liquidity
Bank, a Ford Concentration Bank and a Chrysler
Concentration Bank

By:  /s/ Thomas A. Crandell
     ---------------------------------
Name:  Thomas A. Crandell
      --------------------------------
Title:  Vice President
        ------------------------------


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