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                                                                 Exhibit 10-H(1)

                                 FIRST AMENDMENT
                             TO THE DANA CORPORATION
                           SUPPLEMENTAL BENEFITS PLAN

         Pursuant to resolutions of the Board of Directors adopted on October
21, 2003, the Dana Corporation Supplemental Benefits Plan (the "Plan") is hereby
amended, effective as of December 8, 2003, as set forth below.

         1. Section 1.3 of the Plan is amended by deleting the definition of
"Change in Control" and replacing it in its entirety as follows:

         1.3 "Change in 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 Company (not including in the
                  securities Beneficially Owned by such Person any securities
                  acquired directly from the Company or its Affiliates)
                  representing 20% or more of the combined voting power of the
                  Company 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 Company'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 Company, 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 Company or any direct or indirect subsidiary of
                  the Company, a sale or other disposition of all or
                  substantially all of the assets of the Company, or the
                  acquisition of assets or stock of another entity by the
                  Company or any of its subsidiaries (each a "Business
                  Combination"), in each case unless, immediately following such
                  Business Combination, (1) the voting securities of the Company
                  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
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                  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 Company 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 Company approve a plan of complete
                  liquidation or dissolution of the Company.

         Notwithstanding the foregoing, any disposition of all or substantially
all of the assets of the Company pursuant to a spinoff, splitup or similar
transaction (a "Spinoff") shall not be treated as a Change in 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 in Control has occurred.

         For purposes of this definition of "Change in 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 Company. 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" 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
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such securities or (iv) a corporation owned, directly or indirectly, by the
stockholders of the Corporation in substantially the same proportions as their
ownership of stock of the Corporation.

         "Subsidiary" shall mean a corporation or other entity, of which 50% or
more of the voting securities or other equity interests is owned directly, or
indirectly through one or more intermediaries, by the Company.

         2. Section 4.7(a) of the Plan is deleted in its entirety and replaced
by the following:

                  (a) LUMP SUM PAYMENT. Upon the occurrence of a Change in
         Control, (i) each Employee, (ii) each former Employee and (iii) each
         Employee's spouse or beneficiary following his death who is receiving
         benefits under the Plan (each, a "Recipient") shall receive, on account
         of future payments of any and all benefits due under the Plan, a Lump
         Sum Payment, so that each such Employee, former Employee or Recipient
         will receive substantially the same amount of after-tax income as
         before the Change of Control, determined as set forth in paragraph (c)
         of this Section 4.7.

         3. The following sentence is inserted at the end of Section 4.7(c) of
the Plan:

         The date of the Change in Control shall be treated as the date of
retirement for each Employee who would otherwise be eligible for retirement as
of such date for purposes of calculating the Lump Sum Payment.

         4. A new sentence is added at the end of the Plan:


         The first Amendment to the Plan is effective as of December 8, 2003.

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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