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                                                            Exhibit 10-L(4)

                              THIRD AMENDMENT
                                    TO
                           THE DANA CORPORATION
                        1989 RESTRICTED STOCK PLAN

                  Pursuant to resolutions of the Board of Directors of the
Corporation adopted on October 21, 1996, the Dana Corporation 1989 Restricted
Stock Plan (the "Restricted Stock Plan") is hereby amended, effective as of
October 20, 1996, as set forth below.

                                   FIRST

                  Section 7 of the Restricted Stock Plan is hereby amended by
inserting a period (.) after the word "specify" in the last sentence thereof and
deleting the remainder of the sentence.

                  IN WITNESS WHEREOF, the undersigned has hereby executed this
Third Amendment on behalf of the Corporation this 21st day of October 1996.

                                                     DANA CORPORATION

                                       /s/    Martin J. Strobel
                                       -----------------------------------------

ATTEST:
  /s/   Mark  A.  Smith, Jr.
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