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                                                                 Exhibit 10-I(1)

                                 FIRST AMENDMENT
                             TO THE DANA CORPORATION
                 AMENDED AND RESTATED 1999 RESTRICTED STOCK PLAN

         Pursuant to resolutions of the Board of Directors adopted on October
21, 2003, the Dana Corporation Amended and Restated 1999 Restricted Stock Plan
(the "Plan") is hereby amended, effective as of December 8, 2003, as set forth
below.

         1. Section 2 of the Plan is amended by adding the following definition
of "Change of Control" to the end of such Section:

         "Change of Control" shall mean the first to occur of any of the
following events:

         (a)      any Person is or becomes the Beneficial Owner, directly or
                  indirectly, of securities of the Corporation (not including in
                  the securities Beneficially Owned by such Person any
                  securities acquired directly from the Corporation or its
                  Affiliates) representing 20% or more of the combined voting
                  power of the Corporation's then outstanding securities,
                  excluding any Person who becomes such a Beneficial Owner in
                  connection with any acquisition by any corporation pursuant to
                  a transaction that complies with clauses (1), (2) and (3) of
                  paragraph (c) below; or

         (b)      the following individuals cease for any reason to constitute a
                  majority of the number of directors then serving: individuals
                  who, on December 8, 2003, constitute the Board (the "Incumbent
                  Board") and any new director whose appointment or election by
                  the Board or nomination for election by the Corporation's
                  stockholders was approved or recommended by a vote of at least
                  two-thirds (2/3) of the directors then still in office who
                  either were directors on December 8, 2003 or whose
                  appointment, election or nomination for election was
                  previously so approved or recommended. For purposes of the
                  preceding sentence, any director whose initial assumption of
                  office is in connection with an actual or threatened election
                  contest, including but not limited to a consent solicitation,
                  relating to the election of directors of the Corporation,
                  shall not be treated as a member of the Incumbent Board; or

         (c)      there is consummated a merger, reorganization, statutory share
                  exchange or consolidation or similar corporate transaction
                  involving the Corporation or any direct or indirect subsidiary
                  of the Corporation, a sale or other disposition of all or
                  substantially all of the assets of the Corporation, or the
                  acquisition of assets or stock of another entity by the
                  Corporation or any of its subsidiaries (each a "Business
                  Combination"), in each case unless, immediately following such
                  Business Combination, (1) the voting securities of the
                  Corporation outstanding immediately prior to such Business
                  Combination (the "Prior Voting Securities") continue to
                  represent (either by remaining outstanding or by being
                  converted into voting securities of the surviving entity of
                  the Business Combination or any parent thereof) at least 50%
                  of the combined voting power of the securities of the
                  Corporation or such surviving entity or parent thereof
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                  outstanding immediately after such Business Combination, (2)
                  no Person is or becomes the Beneficial Owner, directly or
                  indirectly, of securities of the Corporation or the surviving
                  entity of the Business Combination or any parent thereof (not
                  including in the securities Beneficially Owned by such Person
                  any securities acquired directly from the Corporation or its
                  Affiliates) representing 20% or more of the combined voting
                  power of the securities of the Corporation or surviving entity
                  of the Business Combination or the parent thereof, except to
                  the extent that such ownership existed immediately prior to
                  the Business Combination and (3) at least a majority of the
                  members of the board of directors of the Corporation or the
                  surviving entity of the Business Combination or any parent
                  thereof were members of the Incumbent Board at the time of the
                  execution of the initial agreement or of the action of the
                  Board providing for such Business Combination; or

         (d)      the stockholders of the Corporation approve a plan of complete
                  liquidation or dissolution of the Corporation.

         Notwithstanding the foregoing, any disposition of all or substantially
all of the assets of the Corporation pursuant to a spinoff, splitup or similar
transaction (a "Spinoff") shall not be treated as a Change of Control if,
immediately following the Spinoff, holders of the Prior Voting Securities
immediately prior to the Spinoff continue to beneficially own, directly or
indirectly, more than 50% of the combined voting power of the then outstanding
securities of both entities resulting from such transaction, in substantially
the same proportions as their ownership, immediately prior to such transaction,
of the Prior Voting Securities; provided, that if another Business Combination
involving the Corporation occurs in connection with or following a Spinoff, such
Business Combination shall be analyzed separately for purposes of determining
whether a Change of Control has occurred.

         For purposes of this definition of "Change of Control," the following
terms shall have the following meanings:

         "Affiliate" shall mean a corporation or other entity which is not a
Subsidiary and which directly, or indirectly, through one or more
intermediaries, controls, or is controlled by, or is under common control with,
the Corporation. For the purpose of this definition, the terms "control,"
"controls" and "controlled" mean the possession, direct or indirect, of the
power to direct or cause the direction of the management and policies of a
corporation or other entity, whether through the ownership of voting securities,
by contract or otherwise.

         "Beneficial Owner" or "Beneficially Owned" shall have the meaning set
forth in Rule 13d-3 under the Exchange Act.

         "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended from time to time.

         "Person" shall have the meaning given in Section 3(a)(9) of the
Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except
that such term shall not include (i) the Corporation or any of its Subsidiaries,
(ii) a trustee or other fiduciary holding securities under an employee benefit
plan of the Corporation or any of its Affiliates, (iii) an underwriter
temporarily holding securities pursuant to an offering of such securities or
(iv) a corporation owned, directly or indirectly, by the stockholders of
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         the Corporation in substantially the same proportions as their
         ownership of stock of the Corporation."

         2. Section 6 of the Plan is amended by adding the following at the end
of sub-paragraph (c) of such Section:

                   Notwithstanding the provisions of Sections 6 or 9, unless
          otherwise determined by the Committee pursuant to a grant made after
          the First Amendment Date, upon the occurrence of a Change of Control,
          Restricted Stock and Units subject to time-based vesting or payment
          conditions shall be treated as follows: (i) if (A) all of the Stock
          held by stockholders of the Corporation is converted into cash
          pursuant to a Change of Control transaction or (B) if the surviving
          entity in a Change of Control transaction does not assume outstanding
          awards of Restricted Stock or Units subject to time-based vesting and
          convert such Restricted Stock and Units into awards based on its
          securities pursuant to Section 11 with the same vesting conditions as
          in effect immediately prior to the Change of Control, all of such
          awards shall vest or become immediately due and payable upon the
          Change of Control; and (ii) if the provisions of clause (i) above are
          not applicable upon the Change of Control transaction, (x) a pro rata
          portion (the fraction obtained by dividing the number of months from
          the beginning of the vesting period through the date of the Change of
          Control by the number of whole months in the vesting period) of the
          award shall vest upon the Change of Control and (y) the remaining
          portion of the award shall be adjusted pursuant to Section 11, if
          applicable, and shall continue to vest in accordance with its terms;
          provided, however, that such remaining portion of the award held by a
          Participant will vest or become immediately due and payable upon a
          termination of the Participant's employment for Good Reason or without
          Cause (as such terms are defined in the Participant's applicable
          Change in Control Agreement or, if the Participant is not a party to a
          Change of Control Agreement, as such terms are defined in the Change
          of Control Severance Plan (notwithstanding that the Participant does
          not participate in the Change of Control Severance Plan)). Unless
          otherwise determined by the Committee, the form of payment in
          settlement of such awards shall be made in the same form as that
          applicable to the stockholders of the Corporation in connection with
          the Change of Control transaction, provided that if the event
          constituting the Change of Control does not involve payment to such
          stockholders, the settlement of Units shall be made in cash.

         3. A new Section 17 of the Plan shall be added at the end of the Plan
as follows:

         17. The First Amendment to the Plan is effective as of December 8, 2003
         (the "First Amendment Date").

In Witness Whereof, Dana Corporation has adopted this amendment.

                                           DANA CORPORATION

                                      By:  /s/  R. B. Priory
                                           -----------------
                                           Chairman of the Compensation
                                           Committee of the Board of Directors

ATTEST

/s/ R. W. Spriggle
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