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                                                                 Exhibit 10-L(5)

                                FOURTH AMENDMENT
                                       TO
                              THE DANA CORPORATION
                           1989 RESTRICTED STOCK PLAN

                  Pursuant to resolutions of the Board of Directors of Dana
corporation adopted on the 21st day of July, 1997, the Dana Corporation 1989
Restricted Stock Plan (the "Plan") is hereby amended as set forth below.

                                      FIRST

                  The Plan is amended by adding thereto a new Section 16 to read
in its entirety as follows:

                  Section 16.  CONVERSION INTO RESTRICTED STOCK UNITS.

                           (a) Notwithstanding anything to the contrary
         contained in the Plan, each participant may elect to convert any and
         all shares of Restricted Stock granted to such Participant into
         restricted stock units, as described below in paragraph (b) of this
         Section 16 ("Units"). Such elections may be made at such times and
         under such rules as may be promulgated by the Committee. Any resulting
         Units shall be subject to the same Restricted Period and to the same
         conditions for the lapse or termination of restrictions upon the
         occurrence of other conditions as such converted Restricted Stock.
         Section 11 hereof shall apply to Units in the same manner as to
         Restricted Stock.

                           (b) For each Participant who elects to convert shares
         of Restricted Stock into Units, the Corporation shall establish a
         Restricted Stock Unit Account ("Account") on its books, and shall
         credit to such Account a number of Units equal to the number of shares
         of Restricted Stock so converted. When cash dividends are declared and
         paid on the Stock, the Account of each Participant shall be credited as
         of the dividend payment date with an amount equal to the cash which
         would have been paid if each Unit in such Account, as of the dividend
         record date, had been one share of Stock. Then, four times each year,
         effective March 15, June 15, September 15 and December 15, the accrued
         dollar balance in a Participant's Account shall be converted into a
         number of Units equal to the maximum number of whole shares of Stock
         which could be purchased with such accumulated balance, and the dollar
         amount then credited to the Account shall be appropriately reduced. For
         purposes of the preceding sentence, each share of Stock shall have a
         value equal to the average of the last reported daily sales prices for
         shares of such Stock on the New York Stock Exchange-Composite
         Transactions on each trading day during the calendar month preceding
         the month in which the conversion is made.

                  (c) Upon termination of the Participant's employment with the
         Corporation for any reason, a stock certificate for the number of
         shares equal to 

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         the number of whole Units in such Participant's Account shall be
         delivered to such Participant, less any shares withheld in accordance
         with the provisions of Section 7 of the Plan (as if the Units
         constituted Restricted Stock). The Corporation shall not be required to
         deliver fractional shares of Stock but will pay to such Participant, in
         lieu thereof, a cash amount equal to the Fair Market Value, determined
         as of the effective date of termination, of such fractional shares.

         IN WITNESS WHEREOF, the undersigned has executed this Fourth Amendment
on behalf of the Corporation this 18th day of September, 1997.

ATTEST:                                     DANA CORPORATION


/s/  Mark/ A. Smith, Jr.                    By: /s/  Martin J. Strobel
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