<PAGE>

                                                                 Exhibit 10-B(1)

                                 FIRST AMENDMENT
                             TO THE DANA CORPORATION
                    AMENDED AND RESTATED STOCK INCENTIVE PLAN

                  Pursuant to resolutions of the Board of Directors adopted on
October 21, 2003, the Dana Corporation Amended and Restated Stock Incentive 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 deleting the
definition of "Change in Control of the Corporation" and replacing it in its
entirety as follows:

                  "Change in Control of the Corporation" 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

<PAGE>

                           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 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 in Control of the Corporation 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 in Control of the Corporation has
          occurred.

                  2.       Section 8.2 of the Plan is amended by adding the
following new paragraph (d) at the end of such Section:

                   (d) Notwithstanding the provisions of Section 8.2(c), unless
          otherwise determined by the Committee pursuant to a grant made after
          the First Amendment Date, upon the occurrence of a Change in Control
          of the Corporation, 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 the Change in Control transaction or (B) if the
          surviving entity in the Change in Control transaction does not assume
          outstanding Awards of Restricted Stock or Units subject to time-based
          vesting and convert such Awards into equivalent awards based on its
          securities pursuant to Section 10 with the same vesting conditions

<PAGE>

         as in effect immediately prior to the Change in Control, all of such
         Awards shall vest or become immediately due and payable upon the Change
         in Control; and (ii) if the provisions of clause (i) above are not
         applicable upon the Change in 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 in
         Control by the number of whole months in the vesting period) of the
         Award shall vest upon the Change in Control and (y) the remaining
         portion of the Award shall be adjusted pursuant to Section 10, 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 in
         Control transaction, provided that if the event constituting the Change
         in Control does not involve payment to such stockholders, the
         settlement of Units shall be made in cash.

                  3.       Section 14 of the Plan is amended by adding the
following sentence at the end of such Section:

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