STANDARD PRODUCTS CO, S-8, 1997-12-18

STANDARD PRODUCTS CO
S-8, 1997-12-18
MOTOR VEHICLE PARTS & ACCESSORIES

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<PAGE> 1

As filed with the Securities and Exchange Commission on December 18, 1997

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

-----------------

FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933

-----------------

THE STANDARD PRODUCTS COMPANY
(Exact Name of Registrant as Specified in Its Charter)

<TABLE>
<CAPTION>
<S> <C>
Ohio 33-0549970
(State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.)
</TABLE>

2401 South Gulley Road, Dearborn, Michigan, 48124
(Address of Principal Executive Offices)(Zip Code)

-----------------

THE STANDARD PRODUCTS COMPANY SALARY & BONUS DEFERRAL PLAN
and
THE STANDARD PRODUCTS COMPANY 401(k) SUPPLEMENTAL PLAN
(Full Title of the Plans)

-----------------

RICHARD N. JACOBSON
Secretary
The Standard Products Company
2401 South Gulley Road
Dearborn, Michigan 48124
(Name and Address of Agent for Service)

(313) 561-1100
(Telephone Number, Including Area Code, of Agent for Service)

-----------------

CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
Title of Amount Proposed Proposed Amount of
Securities To To Be Maximum Offering Maximum Aggregate registration
Be Registered Registered(1) Price Per Plan Interest(1) Offering Price(1) fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Plan Interests(2) $1,000,000.00 100% $1,000,000.00 $295
====================================================================================================================================
</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o).
(2) The Plan Interests being registered are unsecured obligations of The
Standard Products Company to pay deferred compensation in the future
in accordance with the terms of The Standard Products Company Salary &
Bonus Deferral Plan and The Standard Products Company 401(k)
Supplemental Plan (the "Plans"). Pursuant to Rule 416(c) under the
Securities Act of 1933, as amended, this Registration
Statement covers an indeterminate amount of Plan Interests to be
offered or sold pursuant to the employee benefit plans described
herein.
<PAGE> 2

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

The Plan Interests registered by The Standard Products Company (the
"Registrant") pursuant to this Registration Statement will be issued under The
Standard Products Company Salary & Bonus Deferral Plan and The Standard
Products Company 401(k) Supplemental Plan.

Item 3. Incorporation of Documents by Reference.

The documents listed in (a) through (c) below are incorporated by
reference in the Registration Statement. All documents filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934 (the "Exchange Act") subsequent to the date of the filing of this
Registration Statement and prior to the filing of a post-effective amendment
that indicates that all securities registered hereunder have been sold, or that
de-registers all securities then remaining unsold, shall be deemed to be
incorporated by reference in the Registration Statement and to be a part hereof
from the date of the filing of such documents.

(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended June 30, 1997 (the "1997 Form 10-K");

(b) All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Exchange Act since June 30, 1997, including the Form
10-Q for the quarter ended September 30, 1997; and

(c) The information contained in the Registrant's Proxy Statement
dated September 16, 1997 for its Annual Meeting of Shareholders held on
October 21, 1997 that has been incorporated by reference in the 1997 Form
10-K and was filed with the Commission on Schedule 14A on September 16,
1997.

Item 4. Description of Securities.

The securities being registered are interests in the Registrant's
Salary & Bonus Deferral Plan and 401(k) Supplemental Plan.

Item 5. Interests of Named Experts and Counsel.

The legality of the Plan Interests registered hereby has been passed
upon for the Registrant by Baker & Hostetler LLP, Cleveland, Ohio. John D.
Drinko, a director of the Registrant, is a partner of Baker & Hostetler LLP .

Item 6. Indemnification of Directors and Officers.

Section 1701.13(E) of the Ohio Revised Code sets forth conditions and
limitations governing the indemnification of officers, directors, and other
persons.

Article VI, Section 1 of the Amended Code of Regulations, as amended,
of the Registrant contains certain indemnification provisions adopted pursuant
to authority contained in Section 1701.13(E) of the Ohio Revised Code. The
Registrant's Amended Code of Regulations, as amended, provides for the
indemnification of its officers, directors and employees, and officers,
directors and employees of other corporations, partnerships,

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<PAGE> 3

joint ventures, trusts or other enterprises serving at the request of the
Registrant, against expenses (including attorneys' fees), judgments, decrees,
fines, penalties and amounts paid in settlement actually and reasonably
incurred in connection with any threatened, pending, or completed action, suit,
or proceeding whether civil, criminal, administrative or investigative,
including all appeals, to which they were or are parties or are threatened to
be made parties by reason of acting in such capacities, provided that it is
determined, either (1) by a majority vote of a quorum of disinterested
directors of the Registrant, (2) by a majority vote of the shareholders of the
Registrant, or (3) otherwise as provided in Section 1701.13(E) of the Ohio
Revised Code, that (a) they acted in good faith and in a manner they reasonably
believed to be in or not opposed to the best interest of the Registrant; (b) in
any action, suit, or proceeding by or in the right of the Registrant, they were
not, and have not been adjudicated to have been, negligent or guilty of
misconduct in the performance of their duties to the Registrant; and (c) with
respect to any criminal action or proceeding, that they had no reasonable cause
to believe that their conduct was unlawful. Section 1701.13(E) provides that
to the extent a director, officer, employee, or other person has been
successful on the merits or otherwise in defense of any such action, suit or
proceeding, he shall be indemnified against expenses reasonably incurred in
connection therewith. At present there are no claims, actions, suits or
proceedings pending where indemnification would be required under these
provisions, and the Registrant does not know of any threatened claims, actions,
suits or proceedings which may result in a request for such indemnification.

The Registrant is permitted by its Code of Regulations to maintain
insurance on behalf of its directors and officers against any loss arising from
any claim asserted against them in such capacities, subject to certain
exclusions.

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<PAGE> 4

Item 8. Exhibits.

Exhibit Number Description of Exhibit

4(a) The Standard Products Company Salary & Bonus Deferral
Plan and The Standard Products Company 401(k)
Supplemental Plan.

4(b) Amended and Restated Articles of Incorporation of The
Standard Products Company(1)

4(c) Amended Code of Regulations of The Standard Products
Company(2)

5 Opinion of Baker & Hostetler LLP as to legality of
the Plan Interests being registered

23(a) Consent of Arthur Andersen LLP

23(b) Consent of Baker & Hostetler LLP (included in Opinion
filed as Exhibit 5 hereto)

24 Powers of Attorney

_______________________________

(1) Incorporated by reference from the Quarterly Report on Form 10-Q filed
on November 1, 1993, Exhibit 3a therein.

(2) Incorporated by reference from Form S-3 Registration Statement No.
33-62054 filed on May 3, 1993, Exhibit 3.2 therein.

Item 9. Undertakings.

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration
Statement to include any material information with respect to
the plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended (the "Securities Act"),
each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof;
and

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.

The undersigned Registrant further undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new

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<PAGE> 5

registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the provisions described under Item 6 above or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy, as expressed in the Securities Act, and is therefore unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy, as
expressed in the Securities Act, and will be governed by the final adjudication
of such issue.

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<PAGE> 6

SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Dearborn and the State of Michigan on
this 18th day of December, 1997.

THE STANDARD PRODUCTS COMPANY

By /s/ Ronald L. Roudebush
-----------------------
Ronald L. Roudebush, Vice Chairman
and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on December 18, 1997 by the following
persons in the capacities indicated below.

<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ Ronald L. Roudebush Director; Vice Chairman and Chief
- ----------------------------- Executive Officer
Ronald L. Roudebush (Principal Executive Officer)

/s/ James S. Reid, Jr.* Director and Chairman
- -----------------------------------
James S. Reid, Jr.

/s/ Theodore K. Zampetis Director; President and Chief
- ----------------------------------- Operating Officer
Theodore K. Zampetis

/s/ Donald R. Sheley, Jr. Vice President, Finance
- ----------------------------------- and Chief Financial Officer
Donald R. Sheley, Jr. (Principal Financial Officer)

/s/ Bernard J. Theisen Corporate Controller
- ----------------------------------- (Principal Accounting Officer)
Bernard J. Theisen
</TABLE>

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<PAGE> 7

<TABLE>
<S> <C>
/s/ James C. Baillie* Director
- ---------------------------------
James C. Baillie

/s/ Edward B. Brandon* Director
- ---------------------------------
Edward B. Brandon

/s/ John Doddridge* Director
- ---------------------------------
John Doddridge

/s/ John D. Drinko* Director
- ---------------------------------
John D. Drinko

/s/ Curtis E. Moll* Director
- ---------------------------------
Curtis E. Moll

/s/ Malcolm R. Myers* Director
- ---------------------------------
Malcolm R. Myers

/s/ Leigh H. Perkins* Director
- ---------------------------------
Leigh H. Perkins

/s/ Alfred M. Rankin, Jr.* Director
- ---------------------------------
Alfred M. Rankin, Jr.

/s/ Alan E. Riedel* Director
- ---------------------------------
Alan E. Riedel

s/ John D. Sigel* Director
- ---------------------------------
John D. Sigel

/s/ W. Hayden Thompson* Director
- --------------------------------
W. Hayden Thompson

/s/ Richard N. Jacobson
* By: ______________________________________
Richard N. Jacobson, Attorney-in-Fact
</TABLE>

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<PAGE> 8

The Plans. Pursuant to the requirements of the Securities Act of
1933, the administrator of The Standard Products Company Salary & Bonus
Deferral Plan and The Standard Products Company 401(k) Supplemental Plan has
duly caused this Registration Statement to be signed on their behalf by the
undersigned, thereunto authorized, in the City of Dearborn, the State of
Michigan on this 18th day of December 1997.

THE STANDARD PRODUCTS COMPANY SALARY & BONUS DEFERRAL PLAN
THE STANDARD PRODUCTS COMPANY 401(K) SUPPLEMENTAL PLAN

/s/ John C. Brandmahl
By: --------------------------------
John C. Brandmahl
Vice President - Human Resources
The Standard Products Company

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<PAGE> 9

EXHIBIT INDEX

EXHIBIT
NUMBER EXHIBIT DESCRIPTION

4(a) The Standard Products Company Salary & Bonus Deferral
Plan and The Standard Products Company 401(k) Supplemental Plan.

4(b) Amended and Restated Articles of Incorporation of The
Standard Products Company(1)

4(c) Amended Code of Regulations of The Standard Products Company(2)

5 Opinion of Baker & Hostetler LLP as to legality of the Plan
Interests being registered

23(a) Consent of Arthur Andersen LLP

23(b) Consent of Baker & Hostetler LLP (included in Opinion
filed as Exhibit 5 hereto)

24 Powers of Attorney

_______________________________

(1) Incorporated by reference from the Quarterly Report on Form 10-Q filed
on November 1, 1993, Exhibit 3a therein.

(2) Incorporated by reference from Form S-3 Registration Statement No.
33-62054 filed on May 3, 1993, Exhibit 3.2 therein.

<PAGE> 1
EXHIBIT 4(a)

THE STANDARD PRODUCTS COMPANY

SALARY & BONUS DEFERRAL PLAN
<PAGE> 2

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
ARTICLE I DEFINITIONS AND GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

ARTICLE II ELIGIBILITY AND PARTICIPATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

ARTICLE III DEFERRED COMPENSATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

ARTICLE IV VESTING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

ARTICLE V DISTRIBUTION OF BENEFITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

ARTICLE VI PLAN ADMINISTRATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

ARTICLE VII AMENDMENT AND TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

ARTICLE VIII MISCELLANEOUS PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
</TABLE>

<PAGE> 3

THE STANDARD PRODUCTS COMPANY
SALARY & BONUS DEFERRAL PLAN

THIS DECLARATION OF AGREEMENT, made this 17 day of December, 1997,
by The Standard Products Company (the "Company"), an Ohio corporation.

W I T N E S S E T H T H A T:

WHEREAS, the Company desires to establish and maintain a deferred
compensation program to provide certain of its highly compensated employees
with the opportunity to defer bonuses and other compensation otherwise payable
to them [and to restore certain pension benefits such highly compensated
employees otherwise would lose as a result of compensation that is deferred
under this deferred compensation program for purposes of calculating accruals
under The Standard Products Company Salaried Employees' Retirement Plan]; and

WHEREAS, the Board of Directors of the Company has duly authorized the
aforesaid actions and execution of this Agreement;

NOW, THEREFORE, the Company hereby adopts the deferred compensation plan
provided for under this Agreement, effective as of January 1, 1998, under the
following terms and conditions.

ARTICLE I
DEFINITIONS AND GENERAL PROVISIONS

1.1 Definitions. Unless the context requires otherwise, the terms defined
in this Article shall have the following respective meanings:
<PAGE> 4

(a) "Account" means the bookkeeping account described in Section 3.2 under
which benefits and income are credited on behalf of a Participant.

(b) "Beneficiary" means the person entitled to receive any distribution
hereunder upon the death of a Participant. Notwithstanding the foregoing
sentence, the Beneficiary for benefits accrued under Section 3.1 shall be the
beneficiary as determined under the Pension Plan for death benefits payable
thereunder, and the Beneficiary for benefits allocated under Section 3.2 shall
be the beneficiary designated by the Participant on the written beneficiary
designation form and on file with the Committee on the date of death, or in the
absence of any such designation, to the spouse (if surviving) of the
Participant, or otherwise to the Participant's estate.

(d) "Company" means The Standard Products Company, or any successor thereto
which expressly adopts this Plan.

(e) "Committee" means the Plan Committee described in Article VI hereof.

(f) "Compensation" means amounts paid or payable by the Employer to an
Eligible Employee for a Plan Year which are not deferred under the Spirit Plan
or the 401(k) Supplemental Plan, and which are includable in income for federal
tax purposes, including but not limited to wages and bonuses (except as
otherwise provided herein), but excluding the following: (i) contributions by
the Employer to any other employee benefit plan; (ii) any bonus payment by the
Employer to any Eligible Employee for the Employer's fiscal year 1988; and
(iii) any amounts that are required to be withheld from a Participant's wages
from
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<PAGE> 5

the Employer pursuant to Code Section 3102 to satisfy the Participant's tax
obligations under Code Section 3101.

(g) "Effective Date" of this Plan means January 1, 1998.

(h) "Eligible Employee" means any individual who (1) is classified as a
grade 33 (or above) employee of an Employer and (2) is among a select group of
management or highly compensated employees (within the meaning of Sections
201(2), 301(a)(3) and 401(a)(1) of ERISA).

(i) "Employer" means the Company, Holm Industries, Inc. and Oliver Rubber
Company, or any successor corporations which shall adopt the Plan.

(j) "ERISA" means The Employee Retirement Income Security Act of 1974, as
amended.

(k) "401(k) Supplemental Plan" means The Standard Products Company 401(k)
Supplemental Plan, as such 401(k) Supplemental Plan may be amended from time to
time.

(l) "Long-Term Disability Plan" means The Standard Products Company
Long-Term Disability Plan, as such Long-Term Disability Pension Plan may be
amended from time to time.

(m) "Participant" means any Eligible Employee who meets the eligibility
requirements for participation in the Plan as set forth in Article II and who
earns or accrues benefits under this Plan.

(n) "Pension Plan" means The Standard Products Company Salaried Employees'
Retirement Plan, as such Pension Plan may be amended from time to time.

(o) "Plan" means "The Standard Products Company Salary & Bonus Deferral
Plan" as set forth herein, as such Plan may be amended from time to time.

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<PAGE> 6

(p) "Plan Year" means any July 1 through June 30 period; provided, however,
that the initial plan year of the Plan shall begin on January 1, 1998 and end
on June 30, 1998.

(q) "Separation from Service" occurs when an employee is no longer
performing duties for the Employer for which he is entitled to receive
Compensation and is not on an authorized leave of absence, layoff, vacation,
sick or disability leave, or jury duty, or working for a member of the
controlled group of the Company, as described under Code Section 414(b).

(r) "SPIRIT Plan" means The Standard Products Individual Retirement and
Investment Trust Plan (as Amended and Restated effective July 1, 1990), as such
SPIRIT Plan may be amended from time to time.

(s) "Supplemental Retirement Plan" means The Standard Products Company
Supplemental Employees' Retirement Plan, as such Supplemental Retirement Plan
may be amended from time to time.

1.2 General Provisions. The masculine wherever used herein shall include
the feminine; singular and plural forms are interchangeable. Certain terms of
more limited application have been defined in the provisions to which they are
principally applicable. The division of the Plan into Articles and Sections
with captions has been done for convenience only and is not to be taken as
limiting or extending the meaning of any of its provisions.

ARTICLE II
ELIGIBILITY AND PARTICIPATION

2.1 General Eligibility Conditions. To become eligible to participate in
this Plan, an individual must be (i) classified as a grade 33 (or above)
employee of an Employer; and

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<PAGE> 7

(ii) among a select group of management or highly compensated employees within
the meaning of Sections 201(2), 301(a)(3), and 401(a)(1) of ERISA. Once an
Eligible Employee becomes a Participant, such individual shall continue to be a
Participant until the latest to occur of failure to meet at least one of the
two conditions described above, or the complete distribution to the Participant
(or Beneficiary, if applicable) of his benefits under the Plan. In order to
accrue a benefit or receive an allocation under the Plan, however, a
Participant must meet the criteria described in this Section 2.1 and also must
meet the requirements of Sections 2.3 and 2.4.

2.2 Eligibility for Accrual of Benefits Under Section 3.1. In order to
receive an accrual of benefits under Section 3.1, a Participant must be a
participant concurrently under the Pension Plan and have the accrual of
benefits under the Pension Plan and/or the Supplemental Retirement Plan be
limited or decreased currently by reason of such individual's participation in
this Plan.

2.3 Specific Conditions for Active Participation. To actively participate
in this Plan (i.e., to make deferrals hereunder) a Participant must execute a
compensation deferral agreement. A Participant's compensation deferral
agreement shall be filed with the Committee on a form prescribed by it and
shall be filed in advance of the beginning of the Plan Year for which the
Compensation covered by such agreement is to be deferred at such times as the
Committee may specify. In all cases, a Participant shall file his Compensation
Deferral Agreement prior to the time any of the Compensation covered by such
agreement is to be earned by such Participant. Elections to participate and
defer Compensation shall continue in effect for the duration of the relevant
Plan Year and may not be amended, revoked or suspended. A new election shall
not be required for a subsequent Plan Year if a

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<PAGE> 8

Participant's current Plan Year Compensation Deferral Agreement is to remain in
effect for such subsequent Plan Year.

2.4 Participation by Other Employers. With the consent of the Company, any
corporation which is a member of the same controlled group as the Company
(within the meaning of Code Section 1563(a)) may become a participating
employer under the Plan by executing and delivering such instruments and taking
such other action as may be necessary or desirable to put the Plan into effect
with respect to such corporation.

ARTICLE III
DEFERRED COMPENSATION

3.1 Benefit Accruals Related to the Pension Plan. Under this Section, for a
particular Plan Year, a Participant shall accrue a benefit equal to the
difference between (a) and (b) where:

(a) equals the benefits that a Participant otherwise would accrue under the
Pension Plan and the Supplemental Retirement Plan, taking into account the
amount, if any, of the Participant's Compensation that is deferred under this
Plan in such year; and

(b) equals the benefits actually accrued in such year under the Pension Plan
and the Supplemental Retirement Plan.

3.2 Deferred Compensation Allocations.

(a) The Committee shall establish an Account for each Participant in the
Plan, and on the payroll date shall credit to that Account, the
amount of Compensation that the Participant elected to defer pursuant to
Section 2.2 and actually earned by rendering employment services to the
Employer.

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<PAGE> 9

(b) The Committee shall credit to a Participant's Account during each
quarter of the Plan Year, as additional deferred compensation, interest equal to
the average of the monthly Moody's long-term Baa corporate bond yield rates in
effect for each month of the three-month period prior to the first day of the
quarter. Such interest will be compounded daily on Account balances during
the Plan Year. Interest also will accrue and be credited in this manner on the
Accounts of Participants for whom a compensation deferral agreement is not
in effect, or with respect to the Account of any Participant who is being paid
in installments until such time as such Account is fully distributed. No
interest shall be credited to any benefit accrued under this Plan under Section
3.1 to make up for any reduction or decrease in the Participant's accrued
benefit under the Pension Plan or the Supplemental Retirement Plan.

(c) Participant elected contributions hereunder will be automatically
suspended during any unpaid leave of absence or temporary layoff.
Contributions suspended in accordance with the provisions of this paragraph
shall be automatically resumed, without the necessity of any action by the
Participant, upon his return to employment at the expiration of such suspension
period.

ARTICLE IV
VESTING

4.1 Vesting of Benefits Accrued Under Section 3.1. Benefits accrued under
Section 3.1 shall vest at such time and in such manner as they would vest had
they been accrued under the Pension Plan.

4.2 Vesting of Benefits Allocated Under Section 3.2. A Participant always
will be one hundred percent (100%) vested in amounts credited to his Account.

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<PAGE> 10

ARTICLE V
DISTRIBUTION OF BENEFITS

5.1 Distribution of Benefits Accrued Under Section 3.1. Benefits accrued
under Section 3.1 shall be paid or distributed, in cash, in such manner, at
such time, and to such person(s) as prescribed under the terms of the Pension
Plan which would have been applicable if such benefits actually were paid under
or by the Pension Plan.

5.2 Distribution of Benefits Allocated Under Section 3.2.

(a) Distribution upon Retirement. If a Participant's Separation from
Service occurs on or after his normal retirement date or early retirement date
under the Pension Plan and such Participant is receiving annuity payments under
the Pension Plan, such Participant shall be entitled to receive payment of his
Account balance in cash, either (i) in a lump sum; or (ii) in approximately
equal annual installments made over a five (5), ten (10) or fifteen (15) year
period, based on a written election made by such Participant in accordance with
Section 5.2(f). Distribution of a Participant's Account balance under the
provisions of this paragraph shall be made (or shall commence if the
installment form of distribution is elected), within sixty (60) days after the
close of the calendar year in which the Participant's Separation from Service
occurred.

(b) Distribution upon Death. In the event a Participant dies prior to his
Separation from Service, his designated Beneficiary shall receive a lump sum
payment of his Account balance, as soon as administratively practicable after
the Participant's death, unless the Participant filed with the Committee a
written election to have his Account distributed in the form of approximately
equal annual installments over a five (5), ten (10) or fifteen (15) year

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period, to his Beneficiary commencing as soon as administratively practicable
during the calendar year following the calendar year of the Participant's
death. In the event a Participant dies after his Separation from Service with
an installment form of distribution in effect, the Participant's Beneficiary
shall receive at such time(s) such installments that otherwise would have been
payable to the Participant.

(c) Termination of Employment Prior to Retirement. In the event of a
Participant's Separation from Service (for any reason other than death or
disability) prior to his normal retirement date or early retirement date under
the Pension Plan, such Participant shall be entitled to elect to receive
payment of his Account balance in cash, either (i) in a lump sum; or (ii) in
approximately equal annual installments made over a five (5), ten (10) or
fifteen (15) year period, based on a written election made by such Participant
in accordance with Section 5.2(f).

(d) Distribution in the Event of Disability. In the event a Participant is
determined to be disabled, such Participant shall be entitled to receive
payment of his entire Account balance in a lump sum as soon as administratively
practicable after the Participant begins receiving long-term disability
benefits under the Long-Term Disability Plan, unless the Participant filed with
the Committee, prior to his becoming disabled, a written election to have his
Account distributed in annual installments over a five (5), ten (10) or fifteen
(15) year period commencing as soon as administratively practicable during the
calendar year following the calendar year in which the Participant became
eligible to receive long-term disability benefits under the Long-Term
Disability Plan. A Participant shall be considered disabled for Plan purposes
if he is eligible to receive long-term disability benefits under the Long-Term
Disability Plan.

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<PAGE> 12

(e) In-Service Distributions. Regardless of the date on which benefits
under this Plan otherwise are to be paid or commence, in the event of hardship
of the Participant, payment of all or a portion of a Participant's Account can
be accelerated by the Committee's determination of hardship. The Committee
shall have sole discretion as to whether a hardship has occurred and if so,
also shall have sole discretion to determine the amount of a Participant's
Account that may be distributed to the Participant in order to alleviate that
hardship. For this purpose, hardship shall mean an unforeseeable financial
emergency arising as a result of events beyond the control of the Participant.
An unforeseeable financial emergency shall mean severe financial hardship to
the Participant resulting from a sudden and unexpected illness or accident of
the Participant or a dependent (as defined in Code Section 152(a)) of the
Participant, loss of the Participant's property due to casualty, or other
similar extraordinary and unforeseeable circumstances arising as a result of
events beyond the control of the Participant (within the meaning of Treasury
Regulations Section 1.457-2(h)). The amount that may be distributed under this
Section 5.2(e) cannot exceed the lesser of the balance in the Participant's
Account or the amount the Committee determines is necessary to satisfy such
Participant's hardship. In no event shall any hardship distribution involve
the benefit accrual under Section 3.1 of this Plan.

(f) Form of Distribution. Each Participant shall be required to file a
written distribution election form with the Committee on a form prescribed by
it at the time of the Participant's initial participation in the Plan
indicating that the Participant's Account is to be distributed in the form of a
lump sum or in approximately equal annual installments over a five (5), ten
(10) or fifteen (15) year period. A Participant shall have the right to amend
such election from time to time; provided, however, that no amendment made to a

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<PAGE> 13

Participant's distribution election form during the twelve (12) month period
immediately preceding the date payment of the Participant's Account is to be
made or commence shall be recognized for purposes of the Plan.

(g) Amount of Distribution.
(i) The amount of any lump sum distribution payable hereunder upon a
Participant's retirement, death, disability or other termination of employment,
shall be based on the value of the Participant's Account on the last day of the
month prior to the distribution date.

(ii) If a Participant's Account is to be distributed in the form of
annual installment payments, such Participant's Account shall be valued on the
December 31 of the calendar year in which the Participant retires, dies,
becomes disabled or otherwise terminates employment, whichever is applicable,
and on each subsequent December 31, until all annual installment payments have
been made.

ARTICLE VI
PLAN ADMINISTRATION

6.1 Administration. The Plan shall be administered by the Committee as an
unfunded deferred compensation plan that is not intended to meet the
qualification requirements of Code Section 401.

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<PAGE> 14

Directors of the Company. If otherwise eligible, the fact that an Eligible
Employee is a member of the Committee shall not preclude participation in the
Plan. No member of the Committee shall act or participate in any action of the
Committee directly affecting that Participant's Account under the Plan, that is
not of general application to all Participants. The Committee is authorized to
interpret the Plan and from time to time may adopt such rules and regulations,
consistent with the provisions of the Plan, as it may deem advisable to carry
out the purposes of the Plan.

The Committee will operate and administer the Plan and shall have all powers
necessary to accomplish that purpose, including, but not limited to, the
discretionary authority to interpret the Plan, the discretionary authority to
determine all questions relating to the rights and status of Eligible Employees
and Participants, and the discretionary authority to make such rules and
regulations for the administration of the Plan as are not inconsistent with the
terms and provisions hereof, as well as such other authority and powers
relating to the administration of the Plan, except such as are reserved by the
Plan to the Board of Directors of the Company. All decisions made by the
Committee shall be final.

Without limiting the powers set forth herein, the Committee shall have the
power (i) with the consent of the Board of Directors of the Company to change
or waive any requirements of the Plan to conform with law or to meet special
circumstances not anticipated or covered in the Plan; (ii) to determine the
times and places for holding meetings of the Committee and the notice to be
given of such meetings; (iii) to employ such agents and assistants, such
counsel (who may be of counsel to the Company herein), and such clerical and
other services as the Committee may require in carrying out the provisions of
the

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<PAGE> 15

Plan; and (iv) to authorize one or more of their number or any agent to execute
or deliver any instrument on behalf of the Committee.

The members of the Committee, and the Company and its officers and directors,
shall be entitled to rely upon all valuations, certificates and reports
furnished by any funding agent, upon all certificates and reports made by an
accountant, and upon all opinions given by any legal counsel selected or
approved by the Committee, and the members of the Committee and the Company and
its officers and directors shall, except as otherwise provided by law, be fully
protected in respect of any action taken or suffered by them in good faith in
reliance upon any such valuations, certificates, reports, opinions or other
advice of a funding agent or any such accountant or counsel.

6.3 Statement of Participant's Account. The Committee shall, as soon as
practicable after the end of each Plan Year, mail to each Participant a
statement setting forth the Account of such Participant under Section 3.2 as of
the end of such Plan Year. Such statement shall be deemed to have been
accepted as correct unless written notice to the contrary is received by the
Committee within thirty (30) days after the mailing of such statement to the
Participant.

6.4 Filing Claims. Any Participant, Beneficiary or other individual
(hereinafter a "Claimant") entitled to benefits under the Plan, or otherwise
eligible to participate herein, shall be required to file a written claim with
the Committee (or its designee) requesting payment or distribution of such Plan
benefits (or written confirmation of Plan eligibility, as the case may be), on
such form and in such manner as the Committee shall prescribe. Unless and
until a Claimant makes proper application for benefits in accordance with the

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<PAGE> 16

rules and procedures established by the Committee, such Claimant shall have no
right to receive any distribution from or under the Plan.

6.5 Notification to Claimant. If a Claimant's application is wholly or
partially denied, the Committee (or its designee) shall, within ninety (90)
days, furnish to such Claimant a written notice of its decision. Such notices
shall be written in a manner calculated to be understood by such Claimant, and
shall contain at least the following information:

(a) The specific reason or reasons for such denial;

(b) specific reference to pertinent Plan provisions upon which such denial
is based;

(c) A description of any additional material or information necessary for
such Claimant to perfect his claim, and an explanation of why such
material or information is necessary; and

(d) An explanation of the Plan's claim review procedure describing the
steps to be taken by such Claimant, if he wishes to submit his claim
for review.

6.6 Review Procedure. Within sixty (60) days after the receipt of such
notice from the Committee, such Claimant, or the duly authorized representative
thereof, may request, by written application to the Plan, a review by the
Committee of the decision denying such claim. In connection with such review,
such Claimant, or duly authorized representative thereof, shall be entitled to
receive any and all documents pertinent to the claim or its denial and shall
also be entitled to submit issues and comments in writing. The decision of the
Committee upon such review shall be made promptly and not later than sixty

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<PAGE> 17

(60) days after the receipt of such request for review, unless special
circumstances require an extension of time for processing, in which case a
decision shall be rendered as soon as possible, but not later than one hundred
twenty (120) days after the Committee's receipt of a request for review. Any
such decision on review shall be in writing and shall include specific reasons
for the decision and specific references to the pertinent Plan provisions on
which the decision is based.

6.7 Payment of Expenses. All costs and expenses incurred in administering
the Plan shall be paid by the Company.

6.8 Change in Control. Within thirty (30) days of a "change in control" (as
defined below), or in anticipation of a change in control, the Company shall
cause an irrevocable trust to be established (the "Trust"), or make use of any
such Trust previously established, and the Company may at such time as it deems
appropriate in its sole discretion contribute to the Trust cash in an amount
equal to the value of each Participant's Account under Section 3.2 and cash in
an amount equal to the present value of the accrued benefits as provided under
Section 3.1, as such amount may be determined by the Pension Plan actuary, to
be held in such Trust. The assets of the Trust shall be subject to the claims
of the Company's general creditors under federal and state law in the event of
the Company's "insolvency" (as herein defined), until paid to Plan Participants
and Beneficiaries in such manner and at such times as specified in the Plan.
For purposes of this Section, the Company shall be considered "insolvent" if
the Company is unable to pay its debts as they become due or the Company is
subject to a pending proceeding as a debtor under the United States Bankruptcy
Code.

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<PAGE> 18

For purposes of this Section, Change of Control means the occurrence of any
of the following events:

(1) When any "person" as defined in Section 3 (a) (9) of the
Securities Exchange Act of 1934, as amended (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 Agreement is the beneficial owner or has the option to acquire
5% 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 this Agreement, 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 Paragraph; 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 otherwise 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).

ARTICLE VII
AMENDMENT AND TERMINATION

7.1 Amendment. The Company has reserved, and does hereby reserve, the right
at any time and from time to time by action of its Board of Directors (or by
action of an officer or officers of the Company to whom the Board of Directors
has delegated the authority to amend the provisions of the Plan) to amend,
modify or alter any or all of the provisions of the Plan without the consent of
any other Employer or of the Eligible Employees or Participants; provided,
however, that no amendment shall operate retroactively so as to affect
adversely any rights to which a Participant may be entitled under the

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<PAGE> 19

provisions of the Plan as in effect prior to such action. Any such amendment,
modification or alteration shall be expressed in an instrument executed by an
authorized officer or officers of the Company, and shall become effective as of
the date designated in such instrument. A copy of any such amendment to the
Plan shall be delivered to any other Employer as soon as practicable following
its adoption.

7.2 Termination. The Company reserves the right to suspend, discontinue or
terminate the Plan, at any time in whole or in part; provided, however, that a
suspension, discontinuance or termination of the Plan shall not accelerate the
obligation to make payments to any person not otherwise currently entitled to
payments under the Plan, unless otherwise specifically so determined by the
Company, relieve the Company of its obligations to make payments to any person
then entitled to payments under the Plan, or reduce any existing Account
balance.

Any Employer may terminate its participation in the Plan at any time by
providing written notice thereof to the Company.

ARTICLE VIII
MISCELLANEOUS PROVISIONS

8.1 Employment Relationship. A Participant shall be considered to be in the
employ of the Employer and its related affiliates and subsidiaries as long as
he remains an employee of either the Employer, any subsidiary corporation of
the Employer, or any corporation to which substantially all of the assets and
business of the Employer are transferred. For this purpose, a subsidiary
corporation of the Employer is any corporation (other than the Employer) in an
unbroken chain of corporations beginning with the Employer

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<PAGE> 20

if, as of the date such determination is to be made, each of the corporations
other than the last corporation in the unbroken chain owns stock possessing 50%
or more of the total combined voting power of all classes of stock in one of
the other corporations in such chain. Nothing in the adoption of this Plan nor
the crediting of deferred compensation shall confer on any Participant the
right to continued employment by the Employer or an affiliated or subsidiary
corporation of the Employer, or affect in any way the right of the Employer or
such affiliate or subsidiary to terminate his employment at any time. Any
question as to whether and when there has been a termination of a Participant's
employment, and the cause of such termination, shall be determined by the
Committee, and its determination shall be final.

8.2 Facility of Payments. Whenever, in the opinion of the Committee, a
person entitled to receive any payment, or installment thereof, is under a
legal disability or is unable to manage his financial affairs, the Committee
shall have the discretionary authority to direct payments to such person's
legal representative or to a relative or friend of such person for his benefit;
alternatively, the Committee may in its discretion apply the payment for the
benefit of such person in such manner as the Committee deems advisable. Any
such payment or application of benefits made in good faith in accordance with
the provisions of this Section shall be a complete discharge of any liability
of the Committee with respect to such payment or application of benefits.

8.3 Funding. All benefits under this Plan are unfunded and the Company
shall not be required to establish any special or separate fund or to make any
other segregation of assets in order to assure the payment of any amounts under
the Plan; provided, however, that in order to provide a source of payment for
its obligations under the Plan, the Company may

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<PAGE> 21

establish a trust fund. The right of a Participant or his Beneficiary to
receive a distribution hereunder shall be an unsecured claim against the
general assets of the Employer, and neither the Participant nor his Beneficiary
shall have any rights in or against any amounts credited under this Plan or any
other specific assets of the Employer. All amounts credited under this Plan to
the benefit of a Participant shall constitute general assets of the Employer
and may be disposed of by the Employer at such time and for such purposes as it
may deem appropriate.

8.4 Anti-Assignment. No right or benefit under this Plan shall be subject
to anticipation, alienation, sale, assignment, pledge, encumbrance or charge;
and any attempt to anticipate, alienate, sell, assign, pledge, encumber or
charge the same shall be void. No right or benefit shall be liable for or
subject to the debts, contracts, liabilities, or torts of the person entitled
to such benefits. If a Participant, a Participant's spouse, or any Beneficiary
should become bankrupt or attempt to anticipate, alienate, sell, assign,
pledge, encumber or charge any right to benefits under this Plan, then those
rights, in the discretion of the Committee, shall cease. In this case, the
Committee may hold or apply the benefits at issue or any part thereof for the
benefit of the Participant, the Participant's spouse, or Beneficiary in such
manner as the Committee may deem proper.

8.5 Unclaimed Interests. If the Committee shall at any time be unable to
make distribution or payment of benefits hereunder to a Participant or any
Beneficiary of a Participant by reason of the fact that his whereabouts is
unknown, the Committee shall so certify, and thereafter the Committee shall
attempt to locate such missing person. If such person continues missing for a
period of three years following such certification, the interest of such
Participant in the Plan shall, in the discretion of the Committee, be
distributed to the Beneficiary of such missing person.

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<PAGE> 22

8.6 References to Code, Statutes and Regulations. Any and all references in
this Plan to any provision of the Code, ERISA, or any other statute, law,
regulation, ruling or order shall be deemed to refer also to any successor
statute, law, regulation, ruling or order.

8.7 Liability. The Company, and its directors, officers and employees,
shall be free from liability, joint or several, for personal acts, omissions,
and conduct, and for the acts, omissions and conduct of duly constituted
agents, in the administration of this Plan, except to the extent that the
effects and consequences of such personal acts, omissions or conduct shall
result from willful misconduct. However, this Section shall not operate to
relieve any of the aforementioned from any responsibility or liability for any
responsibility, obligation, or duty that may arise under ERISA.

8.8 Tax Consequences of Compensation Reductions. The income tax
consequences to Participants of Compensation reductions under this Plan shall
be determined under applicable federal, state and local tax law and regulation.

8.9 Company as Agent for Employers. Each corporation which shall become a
participating employer pursuant to Section 2.4 by so doing shall be deemed to
have appointed the Company its agent to exercise on its behalf all of the
powers and authority hereby conferred upon the Company by the terms of the
Plan, including but not limited to the power to amend and terminate the Plan.
The Company's authority shall continue unless and until the Employer terminates
its participation in the Plan.

8.10 Governing Law; Severability. The Plan shall be construed according to
the laws of the State of Ohio, and all provisions hereof shall be administered
according to the laws of that State, except to the extent preempted by federal
law. In the event that any one or more of the provisions of this Plan shall
for any reason be held to be invalid, illegal, or

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<PAGE> 23
unenforceable, such invalidity, illegality or unenforceability shall
not affect any other provision of this Plan, but this Plan shall be construed
as if such invalid, illegal, or unenforceable provisions had never been
contained herein, and there shall be deemed substituted such other provision as
will most nearly accomplish the intent of the parties to the extent permitted
by applicable law.

8.11 Taxes. The Employer shall be entitled to withhold any taxes from any
distribution hereunder as it believes necessary, appropriate, or required under
relevant law.

IN WITNESS WHEREOF, THE STANDARD PRODUCTS COMPANY, by action of its Board of
Directors, has duly adopted The Standard Products Company Salary & Bonus
Deferral Plan effective as of the 1st day of January, 1998.

THE STANDARD PRODUCTS COMPANY

By /s/ Richard N. Jacobson
--------------------------------
Title General Counsel and Secretary
-----------------------------

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<PAGE> 24

THE STANDARD PRODUCTS COMPANY

401(K) SUPPLEMENTAL PLAN
<PAGE> 25

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
ARTICLE I DEFINITIONS AND GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . 2

ARTICLE II ELIGIBILITY AND PARTICIPATION . . . . . . . . . . . . . . . . . . . . . 4

ARTICLE III DEFERRED COMPENSATION . . . . . . . . . . . . . . . . . . . . . . . . . 7

ARTICLE IV VESTING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

ARTICLE V DISTRIBUTION OF BENEFITS . . . . . . . . . . . . . . . . . . . . . . . . 9

ARTICLE VI PLAN ADMINISTRATION . . . . . . . . . . . . . . . . . . . . . . . . . . 14

ARTICLE VII AMENDMENT AND TERMINATION . . . . . . . . . . . . . . . . . . . . . . . 19

ARTICLE VIII MISCELLANEOUS PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . 20

</TABLE>
<PAGE> 26

THE STANDARD PRODUCTS COMPANY
401(k) SUPPLEMENTAL PLAN

THIS DECLARATION OF AGREEMENT, made this 17 day of December, 1997, by
The Standard Products Company (the "Company"), an Ohio corporation.

W I T N E S S E T H T H A T:

WHEREAS, the Company desires to establish and maintain a deferred
compensation program to provide supplemental retirement benefits for certain of
its highly compensated employees whose elective deferral contributions under
the Standard Products Individual Retirement and Investment Trust Plan (As
Amended and Restated Effective July 1, 1990) and as the same may be amended
from time to time, are limited by Sections 401(a)(17) or 401(k)(3) of the
Internal Revenue Code of 1986, as amended (the "Code") [and to restore certain
pension benefits such highly compensated employees otherwise would lose as a
result of compensation that is deferred under this deferred compensation
program for purposes of calculating accruals under The Standard Products
Company Salaried Employees' Retirement Plan]; and

WHEREAS, the Board of Directors of the Company has duly authorized the
aforesaid actions and execution of this Agreement;

NOW, THEREFORE, the Company hereby adopts the deferred compensation plan
provided for under this Agreement, effective as of January 1, 1998, under the
following terms and conditions.
<PAGE> 27

ARTICLE I
DEFINITIONS AND GENERAL PROVISIONS

1.1 Definitions. Unless the context requires otherwise, the terms defined
in this Article shall have the following respective meanings:

(a) "Account" means the bookkeeping account described in Section 3.2 under
which benefits and income are credited on behalf of a Participant.

(b) "Beneficiary" means the person entitled to receive any distribution
hereunder upon the death of a Participant. Notwithstanding the foregoing
sentence, the Beneficiary for benefits accrued under Section 3.1 shall be the
beneficiary as determined under the Pension Plan for death benefits payable
thereunder, and the Beneficiary for benefits allocated under Section 3.2 shall
be the beneficiary determined under the SPIRIT Plan for death benefits payable
thereunder.

(d) "Company" means The Standard Products Company, or any successor thereto
which expressly adopts this Plan.

(e) "Committee" means the Plan Committee described in Article VI hereof.

(f) "Compensation" means an Eligible Employee's compensation for a Plan
Year, as defined in the SPIRIT Plan, but without application of the Code
Section 401(a)(17) limitation on compensation.

(g) "Effective Date" of this Plan means January 1, 1998.

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<PAGE> 28

(h) "Eligible Employee" means any individual who (1) is classified as a
grade 33 (or above) employee of an Employer, (2) is a participant under the
SPIRIT Plan and (3) is among a select group of management or highly compensated
employees (within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of
ERISA).

(i) "Employer" means the Company, Holm Industries, Inc., Oliver Rubber
Company and any other corporation participating in the SPIRIT Plan, or any
successor corporations which shall adopt the Plan.

(j) "ERISA" means The Employee Retirement Income Security Act of 1974, as
amended.

(k) "Long-Term Disability Plan" means The Standard Products Company
Long-Term Disability Plan, as such Long-Term Disability Pension Plan may be
amended from time to time.

(l) "Participant" means any Eligible Employee who meets the eligibility
requirements for participation in the Plan as set forth in Article II and who
earns or accrues benefits under this Plan.

(m) "Pension Plan" means The Standard Products Company Salaried Employees'
Retirement Plan, as such Pension Plan may be amended from time to time.

(n) "Plan" means "The Standard Products Company 401(k) Supplemental Plan" as
set forth herein, as such Plan may be amended from time to time.

(o) "Plan Year" means any July 1 through June 30 period; provided, however,
that the initial plan year of the Plan shall begin on January 1, 1998 and end
on June 30, 1998.

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<PAGE> 29

(p) "Separation from Service" occurs when an employee is no longer
performing duties for the Employer for which he is entitled to receive
Compensation and is not on an authorized leave of absence, layoff, vacation,
sick or disability leave, or jury duty, or working for a member of the
controlled group of the Company, as described under Code Section 414(b).

(q) "SPIRIT Plan" means The Standard Products Individual Retirement and
Investment Trust Plan (as Amended and Restated effective July 1, 1990), as such
SPIRIT Plan may be amended from time to time.

(r) "Supplemental Retirement Plan" means The Standard Products Company
Supplemental Employees' Retirement Plan, as such Supplemental Retirement Plan
may be amended from time to time.

ARTICLE II
ELIGIBILITY AND PARTICIPATION

2.1 General Eligibility Conditions. To become eligible to participate in
this Plan, an individual must be (i) classified as a grade 33 (or above)
employee of an Employer; (ii) a participant under the SPIRIT Plan; and (iii)
among a select group of management or highly compensated employees within the
meaning of Sections 201(2), 301(a)(3), and 401(a)(1) of ERISA. Once an
Eligible Employee becomes a Participant, such individual shall continue to

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<PAGE> 30

be a Participant until the latest to occur of failure to meet at least one of
the three conditions described above, or the complete distribution to the
Participant (or Beneficiary, if applicable) of his benefits under the Plan. In
order to accrue a benefit or receive an allocation under the Plan, however, a
Participant must meet the criteria described in this Section 2.1 and also must
meet the requirements of Sections 2.2, or 2.3 and 2.4.

2.3 Specific Conditions for Active Participation. To actively participate
in this Plan (i.e., to make deferrals hereunder) a Participant must
concurrently (i) be making participant elected contributions under the SPIRIT
Plan at the maximum permitted rate thereunder; (ii) have such participant
elected contributions under the SPIRIT Plan limited or reduced currently by
reason of application of the limitations of Code Sections 401(a)(17) and/or
401(k)(3); and (iii) agree in writing that the amount of participant elected
contributions that are limited or reduced (and therefore which cannot be made
to the SPIRIT Plan) be withheld from such Participant's Compensation and
instead credited to such Participant's Account under this Plan.

2.4 Compensation Deferral Agreement. To actively participate in this Plan,
a Participant must execute a compensation deferral agreement. A Participant's
compensation deferral agreement shall be filed with the Committee on a form
prescribed by it and shall be filed in advance of the beginning of the Plan
Year for which the Compensation covered by

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<PAGE> 31

such agreement is to be deferred at such times as the Committee may specify.
In all cases, a Participant shall file his Compensation Deferral Agreement
prior to the time any of the Compensation covered by such agreement is to be
earned by such Participant. Elections to participate and defer Compensation
shall continue in effect for the duration of the relevant Plan Year and may not
be amended, revoked or suspended. A new election shall not be required for a
subsequent Plan Year if a Participant's current Plan Year Compensation Deferral
Agreement is to remain in effect for such subsequent Plan Year.

2.5 Participation by Other Employers. With the consent of the Company, any
corporation which is a member of the same controlled group as the Company
(within the meaning of Code Section 1563(a)) may become a participating
employer under the Plan by executing and delivering such instruments and taking
such other action as may be necessary or desirable to put the Plan into effect
with respect to such corporation.

ARTICLE III
DEFERRED COMPENSATION

3.1 Benefit Accruals Related to the Pension Plan. Under this Section, for a
particular Plan Year, a Participant shall accrue a benefit equal to the
difference between (a) and (b) where:

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<PAGE> 32

(b) equals the benefits actually accrued in such year under the Pension Plan
and the Supplemental Retirement Plan.

3.2 Allocations Related to the SPIRIT Plan. Under this Section, for a
particular Plan Year, a Participant shall have credited or allocated to his
Account under the Plan, the following amounts:

(a) the amount of participant elected contributions that the Participant
otherwise would have made under the SPIRIT Plan were it not for the limitations
applied to such contributions by reason of the limitations under Code Sections
401(a)(17) and/or 401(k)(3); until the combined participant elective deferrals
under this Plan and the SPIRIT Plan for a given Plan Year reach fifteen percent
(15%) of a Participant's Compensation; provided, however, that in no event
shall a Participant be permitted to defer any portion of his Compensation
attributable to the bonus payment, if any, for the Employer's fiscal year 1988;
and

(b) the amount of employer matching contributions on the amounts described
in Section 3.2(a) above that would otherwise have been made under the SPIRIT
Plan had such participant elected contributions not been limited as described
above and assuming they would have been made to the SPIRIT Plan; provided,
however, that to be eligible for an allocation of contributions under this
Section 3.2(b), a Participant actually must make the participant elected
contributions to this Plan that are described in Section 2.3 and 3.2(a).

The Committee shall credit to a Participant's Account during each quarter of
the Plan Year, as additional deferred compensation, interest equal to the
average of the monthly Moody's long-term Baa corporate bond yield rates in
effect for each month of the three-month period prior to the first day of the
quarter. Such interest will be compounded daily on Account balances
during the Plan Year. Interest also will accrue and be credited in this

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<PAGE> 33

manner on the Accounts of Participants for whom a compensation deferral
agreement is not in effect, or with respect to the Account of any Participant
who is being paid in installments until such time as such Account is fully
distributed. No interest shall be credited to any benefit accrued under this
Plan under Section 3.1 to make up for any reduction or decrease in the
Participant's accrued benefit under the Pension Plan or the Supplemental
Retirement Plan.

Participant elected contributions hereunder will be automatically suspended
during any unpaid leave of absence or temporary layoff. Contributions
suspended in accordance with the provisions of this paragraph shall be
automatically resumed, without the necessity of any action by the Participant,
upon his return to employment at the expiration of such suspension period.

3.3 Time and Method for Allocation of Amounts. Amounts will be allocated to
Accounts of Participants under Section 3.2(a) and Section 3.2(b) at such time,
and in such manner, as they would have been allocated under the SPIRIT Plan,
subject to the rights of the Committee to establish such rules and procedures
as described in Section 6.2.

ARTICLE IV
VESTING

4.1 Vesting of Benefits Accrued Under Section 3.1. Benefits accrued under
Section 3.1 shall vest at such time and in such manner as they would vest had
they been accrued under the Pension Plan.

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<PAGE> 34

4.2 Vesting of Benefits Allocated Under Section 3.2. A Participant always
will be one hundred percent (100%) vested in amounts credited to his Account.

ARTICLE V
DISTRIBUTION OF BENEFITS

5.2 Distribution of Benefits Allocated Under Section 3.2.

(a) Distribution upon Retirement. If a Participant's Separation from
Service occurs on or after his normal retirement date or early retirement date
under the Pension Plan and such Participant is receiving annuity payments under
the Pension Plan, such Participant shall be entitled to receive payment of his
Account balance in cash, either (i) in a lump sum; or (ii) in approximately
equal annual installments made over a five (5) year period, a ten (10) year
period or a fifteen (15) year period, based on a written election made by such
Participant in accordance with Section 5.2(f). Distribution of a Participant's
Account balance under the provisions of this paragraph shall be made (or shall
commence if the installment form of distribution is elected), within sixty (60)
days after the close of the calendar year in which the Participant's Separation
from Service occurred.

(b) Distribution upon Death. In the event a Participant dies prior to his
Separation from Service, his designated Beneficiary shall receive a lump sum
payment of his Account

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<PAGE> 35

balance, as soon as administratively practicable after the Participant's death,
unless the Participant filed with the Committee a written election to have his
Account distributed in the form of approximately equal annual installments over
a five (5), ten (10) or fifteen (15) year period, to his Beneficiary commencing
as soon as administratively practicable during the calendar year following the
calendar year of the Participant's death. In the event a Participant dies
after his Separation from Service with an installment form of distribution in
effect, the Participant's Beneficiary shall receive at such time(s) such
installments that otherwise would have been payable to the Participant.

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<PAGE> 36

disability benefits under the Long-Term Disability Plan. A Participant shall
be considered disabled for Plan purposes if he is eligible to receive long-term
disability benefits under the Long-Term Disability Plan.

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<PAGE> 37

distributed in the form of a lump sum or in approximately equal annual
installments over a five (5), ten (10) or fifteen (15) year period. A
Participant shall have the right to amend such election from time to time;
provided, however, that no amendment made to a Participant's distribution
election form during the twelve (12) month period immediately preceding the
date payment of the Participant's Account is to be made or commence shall be
recognized for purposes of the Plan.

(g) Amount of Distribution.

(i) The amount of any lump sum distribution payable hereunder upon a
Participant's retirement, death, disability or other termination of employment,
shall be based on the value of the Participant's Account on the last day of the
month prior to the distribution date.

ARTICLE VI
PLAN ADMINISTRATION

6.1 Administration. The Plan shall be administered by the Committee as an
unfunded deferred compensation plan that is not intended to meet the
qualification requirements of Code Section 401.

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<PAGE> 38

6.2 Plan Committee. The Plan shall be administered by a Committee of not
fewer than three persons who shall be appointed by and serve at the pleasure of
the Board of Directors of the Company until such appointments are terminated.
Vacancies in the Committee arising by resignation, death, removal or otherwise
shall be filled by the Board of Directors of the Company. If otherwise
eligible, the fact that an Eligible Employee is a member of the Committee shall
not preclude participation in the Plan. No member of the Committee shall act
or participate in any action of the Committee directly affecting that
Participant's Account under the Plan that is not of general application to all
Participants. The Committee is authorized to interpret the Plan and from time
to time may adopt such rules and regulations, consistent with the provisions of
the Plan, as it may deem advisable to carry out the purposes of the Plan.

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<PAGE> 39

of the Committee and the notice to be given of such meetings; (iii) to employ
such agents and assistants, such counsel (who may be of counsel to the Company
herein), and such clerical and other services as the Committee may require in
carrying out the provisions of the Plan; and (iv) to authorize one or more of
their number or any agent to execute or deliver any instrument on behalf of the
Committee.

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<PAGE> 40

the case may be), on such form and in such manner as the Committee shall
prescribe. Unless and until a Claimant makes proper application for benefits
in accordance with the rules and procedures established by the Committee, such
Claimant shall have no right to receive any distribution from or under the
Plan.

(a) The specific reason or reasons for such denial;

(b) specific reference to pertinent Plan provisions upon which such
denial is based;

(c) A description of any additional material or information necessary
for such Claimant to perfect his claim, and an explanation of why
such material or information is necessary; and

(d) An explanation of the Plan's claim review procedure describing the
steps to be taken by such Claimant, if he wishes to submit his
claim for review.

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<PAGE> 41

claim or its denial and shall also be entitled to submit issues and comments in
writing. The decision of the Committee upon such review shall be made promptly
and not later than sixty (60) days after the receipt of such request for
review, unless special circumstances require an extension of time for
processing, in which case a decision shall be rendered as soon as possible, but
not later than one hundred twenty (120) days after the Committee's receipt of a
request for review. Any such decision on review shall be in writing and shall
include specific reasons for the decision and specific references to the
pertinent Plan provisions on which the decision is based.

6.7 Payment of Expenses. All costs and expenses incurred in administering
the Plan shall be paid by the Company.

6.8 Change in Control. Within thirty (30) days of a "change in control" (as
defined below), or in anticipation of a change in control, the Company shall
cause an irrevocable trust to be established (the "Trust") or make use of any
such Trust previously established, and the Company may at such time as it deems
appropriate in its sole discretion contribute to the Trust cash in an amount
equal to the value of each Participant's Account under Section 3.2 and cash in
an amount equal to the present value of the accrued benefits as provided under
Section 3.1, as such amount may be determined by the Pension Plan actuary, to
be held in such Trust. The assets of the Trust shall be subject to the claims
of the Company's general creditors under federal and state law in the event of
the Company's "insolvency" (as herein defined), until paid to Plan Participants
and Beneficiaries in such manner and at such times as specified in the Plan.
For purposes of this Section, the Company shall be considered "insolvent" if
the Company is unable to pay its debts as they

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<PAGE> 42

become due or the Company is subject to a pending proceeding as a debtor under
the United States Bankruptcy Code.

For purposes of this Section, Change of Control means the occurrence of any
of the following events:

ARTICLE VII
AMENDMENT AND TERMINATION

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<PAGE> 43

Employees or Participants; provided, however, that no amendment shall operate
retroactively so as to affect adversely any rights to which a Participant may
be entitled under the provisions of the Plan as in effect prior to such action.
Any such amendment, modification or alteration shall be expressed in an
instrument executed by an authorized officer or officers of the Company, and
shall become effective as of the date designated in such instrument. A copy of
any such amendment to the Plan shall be delivered to any other Employer as soon
as practicable following its adoption.

Any Employer may terminate its participation in the Plan at any time by
providing written notice thereof to the Company.

ARTICLE VIII
MISCELLANEOUS PROVISIONS

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<PAGE> 44

transferred. For this purpose, a subsidiary corporation of the Employer is any
corporation (other than the Employer) in an unbroken chain of corporations
beginning with the Employer if, as of the date such determination is to be
made, each of the corporations other than the last corporation in the unbroken
chain owns stock possessing 50% or more of the total combined voting power of
all classes of stock in one of the other corporations in such chain. Nothing
in the adoption of this Plan nor the crediting of deferred compensation shall
confer on any Participant the right to continued employment by the Employer or
an affiliated or subsidiary corporation of the Employer, or affect in any way
the right of the Employer or such affiliate or subsidiary to terminate his
employment at any time. Any question as to whether and when there has been a
termination of a Participant's employment, and the cause of such termination,
shall be determined by the Committee, and its determination shall be final.

8.3 Funding. All benefits under this Plan are unfunded and the Company
shall not be required to establish any special or separate fund or to make any
other segregation of

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<PAGE> 45

assets in order to assure the payment of any amounts under the Plan; provided,
however, that in order to provide a source of payment for its obligations under
the Plan, the Company may establish a trust fund. The right of a Participant
or his Beneficiary to receive a distribution hereunder shall be an unsecured
claim against the general assets of the Employer, and neither the Participant
nor his Beneficiary shall have any rights in or against any amounts credited
under this Plan or any other specific assets of the Employer. All amounts
credited under this Plan to the benefit of a Participant shall constitute
general assets of the Employer and may be disposed of by the Employer at such
time and for such purposes as it may deem appropriate.

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<PAGE> 46

interest of such Participant in the Plan shall, in the discretion of the
Committee, be distributed to the Beneficiary of such missing person.

8.10 Governing Law; Severability. The Plan shall be construed according to
the laws of the State of Ohio, and all provisions hereof shall be administered
according to the

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<PAGE> 1

Exhibit 5
[Baker & Hostetler LLP letterhead]

December 18, 1997

The Standard Products Company
2401 South Gulley Road
Dearborn, Michigan 48124

Gentlemen:

We have acted as counsel to The Standard Products Company, an Ohio
corporation (the "Company"), in connection with the Company's Registration
Statement on Form S-8 (the "Registration Statement") being filed under the
Securities Act of 1933 relating to The Standard Products Company Salary & Bonus
Deferral Plan and The Standard Products Company 401(k) Supplemental Plan (the
"Plans") and plan interests under the Plans (the "Plan Interests").

In connection with the foregoing, we have examined: (a) the Articles
of Incorporation and Code of Regulations of the Company, (b) the Plans, and (c)
such records of the corporate proceedings of the Company and such other
documents as we deemed necessary to render this opinion.

Based on such examination, we are of the opinion that:

1. The Company is a corporation duly organized and
validly existing under the laws of the State of Ohio;

2. The Plan Interests, when issued in accordance with
the provisions of the Plans, will be valid, binding and enforceable
obligations of the Company, except as enforcement thereof may be limited by
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
other similar laws relating to or affecting creditors' rights generally and
subject to general equity principles; and

3. The provisions of the written documents relating to
the Plans comply with the applicable provisions of the Employee Retirement
Income Security Act of 1974, as amended.

We hereby consent to the filing of this Opinion as Exhibit 5
to the Registration Statement and to the reference to our firm in Item 5 of Part
II of the Registration Statement.

Very truly yours,

/s/ Baker & Hostetler LLP
-------------------------
Baker & Hostetler LLP

<PAGE> 1
EXHIBIT 23(a)

[Arthur Andersen LLP Letterhead]

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated July 24, 1997
included and incorporated by reference in The Standard Products Company's Form
10-K for the year ended June 30, 1997 and to all references to our Firm
included in this registration statement.

/s/ Arthur Andersen LLP

Cleveland, Ohio,
December 18, 1997.

<PAGE> 1

Exhibit 24

POWER OF ATTORNEY

The undersigned directors of The Standard Products Company, an Ohio
corporation (the "Company"), for purposes of fulfilling the registration
requirements of the Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder, hereby constitute and appoint Donald R.
Sheley, Jr., and Richard N. Jacobson, and each of them, severally, as their
attorney-in-fact and agent, with full power of substitution and resubstitution,
in their names and on their behalf, to sign in their capacities as such
attorney-in-fact Registration Statements on Form S-8 for the Company's 401(k)
Supplemental Plan and Salary and Bonus Deferral Plan, and any and all
amendments, attachments, and addendums thereto, with full power and authority
to perform and do any and all acts and things whatsoever which any such
attorney or substitute may deem necessary or advisable to be performed or done
in connection with any or all of the above-described matters, as fully as each
of the undersigned could do if personally present and acting, hereby ratifying
and approving all acts of any such attorney or substitute.

IN WITNESS WHEREOF, the undersigned have executed this Power of
Attorney as of the 18th day of August, 1997.

<TABLE>
<S> <C>
/s/ James S. Reid, Jr. /s/ Malcolm R. Myers
- --------------------------------------------------- ----------------------------------------------------
James S. Reid, Jr., Chairman Malcolm R. Myers

/s/ James C. Baillie /s/ Leigh H. Perkins
- --------------------------------------------------- ----------------------------------------------------
James C. Baillie Leigh H. Perkins

/s/ Edward B. Brandon /s/ Alfred M. Rankin, Jr.
- --------------------------------------------------- ----------------------------------------------------
Edward B. Brandon Alfred M. Rankin, Jr.

/s/ John Doddridge /s/ Alan E. Riedel
- --------------------------------------------------- ----------------------------------------------------
John Doddridge Alan E. Riedel

/s/ John D. Drinko /s/ John D. Sigel
- --------------------------------------------------- ----------------------------------------------------
John D. Drinko John D. Sigel

/s/ Curtis E. Moll /s/ W. Hayden Thompson
- --------------------------------------------------- ----------------------------------------------------
Curtis E. Moll W. Hayden Thompson

</TABLE>