1
Exhibit 10-I(1)
FIRST AMENDMENT
TO
THE DANA CORPORATION
DIRECTOR DEFERRED FEE PLAN
Pursuant to resolutions of the Board of Directors adopted on
October 21, 1996, the Dana Corporation Director Deferred Fee Plan (the "Fee
Plan") is hereby amended, effective as of October 20, 1996, as set forth below.
FIRST
Section 2(B) of the Fee Plan is hereby amended by deleting the
definition of "Committee" contained therein and replacing such definition with
the following:
"Committee" shall mean the Compensation Committee of the
Board of Directors of the Corporation.
SECOND
Section 3A of the Fee Plan is hereby amended by deleting the
first five sentences of the fourth paragraph thereof and replacing such
sentences with the following:
Each Director may convert 25%, 50%, 75% or 100% of the Units
credited to his Stock Account into an equivalent dollar balance in the
Interest Equivalent Account. These election(s) can be made at any time
within five years following the Director's termination of service as a
member of the Corporation's Board of Directors, and shall be effective
on the day the election is received by the Corporation.
THIRD
Section 4 of the Fee Plan is hereby amended by deleting the
third paragraph thereof and replacing such paragraph in its entirety with the
following, such amendment to be effective upon shareholder approval, at the
Corporation's 1997 Annual Meeting of Shareholders, of amendments to the
Corporation's 1982 Amended Stock Option Plan which permit shares of the
Corporation's common stock reserved for issuance under such plan to be used in
satisfaction of obligations under the Fee Plan:
Each distribution in respect of a Director's Accounts shall be
made, in whole or in part, at the election of the participant, in
shares of the Corporation's common stock, in cash, or in both common
stock and cash.
2
To the extent that payment is to be made in common stock of the
Corporation, the number of shares of such stock to be distributed shall
equal the maximum number of whole shares of the Corporation's common
stock which could have been purchased with the Interest Equivalent
Account amount being distributed, assuming a purchase price per share
of common stock equal to the average of the last reported daily sales
prices for shares of such common stock on the New York Stock
Exchange-Composite Transactions on each trading day during the calendar
month preceding the month of making such payment. Any stock
distribution in respect of Units from a Director's Stock Account shall
be made on the basis of one share of the Corporation's common stock for
each Unit being distributed.
If any distribution in respect of a Director's Accounts is to
be made in cash, the value of each Unit being distributed from his
Stock Account shall be assumed, for purposes of such distribution, to
be equal to the average of the last reported daily sales prices for
shares of the Corporation's common stock on the New York Stock
Exchange-Composite Transactions on each trading day during the calendar
month preceding the month of making such payment. A cash distribution
may also be made from a Director's Interest Equivalent Account, in
which case a corresponding reduction in the balance of that Account
will be made.
If any distribution is made in shares of the Corporation's
common stock, the Corporation shall take all necessary action to comply
with or secure an exemption from the registration requirements of the
Securities Act of 1933, and the listing requirements of the New York
Stock Exchange and any other securities exchange on which the
Corporation's common stock may then be listed; provided, that the
Corporation may (i) delay the making of any such distribution in shares
of its common stock for such period as it may deem necessary or
advisable to effect compliance with the requirements above referred to,
and (ii) require, as a condition precedent to the delivery of the
certificate(s) representing such shares, that any recipient thereof
execute and deliver such representations, agreements and/or covenants
in favor of the Corporation with respect to the holding and/or
disposition of such shares, and such consent to the mechanics for
enforcement of such representations, agreements and/or covenants, as
the Committee may deem necessary or advisable in order to comply with
or obtain exemption from any of the requirements above referred to.
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FOURTH
Section 4 of the Fee Plan is hereby further amended by
deleting from each of the first two sentences of the fifth paragraph thereof the
phrase "as of April 30, 1991".
IN WITNESS WHEREOF, the undersigned has hereby executed this
First Amendment on behalf of the Corporation this 21st day of October 1996.
DANA CORPORATION
/s/ Martin J. Strobel
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ATTEST:
/s/ Mark A. Smith, Jr.
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