1
 
                                                                     EXHIBIT 10y
 
                                AMENDMENT NO. 1
                                       TO
                         THE STANDARD PRODUCTS COMPANY
                           RESTRICTED STOCK AGREEMENT
 
     This Amendment No. 1 (the "Amendment") to the Restricted Stock Agreement
(the "Agreement") made as of the 1st day of July 1997, by and between The
Standard Products Company, an Ohio corporation (the "Company") and Ronald L.
Roudebush (the "Executive") under The Standard Products Company 1991 Restricted
Stock Plan (the "Plan"), is made and becomes effective as of the 1st day of July
1998.
 
     WHEREAS the Company has awarded restricted Common Shares to the Executive
under the Plan, and has entered into the Agreement, which sets forth the terms
and conditions with respect to the award of the restricted Common Shares; and
 
     WHEREAS, the parties, pursuant to authorization granted by the Compensation
Committee of the Board of Directors, desire to amend the Agreement.
 
     NOW THEREFORE, the parties, for good and valuable consideration, the
receipt of which is hereby acknowledged, do hereby agree as follows:
 
          1. Paragraph 3 of the Agreement shall be amended by substituting the
     following therefor:
 
          The number of awarded Common Shares which may be earned with respect
     to each fiscal year at a rate of up to 12,500 Common Shares per year in the
     current fiscal year and each of the succeeding three fiscal years equals
     the product of 12,500 multiplied by the ratio of the cash bonus earned by
     Executive under the Company's Officers' Bonus Plan over the target bonus
     which Executive would earn under such Plan if the target established by the
     Compensation Committee of the Board of Directors of the Company is exactly
     met with respect to each such fiscal year.
 
          Notwithstanding the foregoing, however, no more than 12,500 Common
     Shares may be earned in the Company's fiscal year 1998, ended June 30,
     1998, and no more than an aggregate number of 37,500 Common Shares may be
     earned in the next three fiscal years of the Company, following fiscal year
     1998. No Common Shares may be earned with respect to any fiscal year of the
     Company after the fiscal year ended June 30, 2001.
 
     IN WITNESS WHEREOF, this Agreement is executed by and on behalf of the
undersigned parties as of the 1st day of July 1998.
 
                                          THE STANDARD PRODUCTS COMPANY
 
                                          By: /s/ RICHARD N. JACOBSON
 
                                            ------------------------------------
 
                                          Title: General Counsel and Secretary
 
                                             -----------------------------------
 
                                             /s/ RONALD L. ROUDEBUSH
 
                                             -----------------------------------
                                             Ronald L. Roudebush
                                             Executive