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                                                                 EXHIBIT 10-I(1)


                                DANA CORPORATION
                           DIRECTOR DEFERRED FEE PLAN

                                1.  Introduction
  This Director Deferred Fee Plan is designed to provide Directors of the
Corporation with the opportunity to defer to a future date the receipt of their
compensation as Directors.
  Each Director may elect to have any portion or all of his Fees as a Director
deferred by filing a written election with the Corporation prior to January l
of each Year for which deferral is to be made.
                                2.  Definitions
  The following words and phrases shall have the meanings set forth below:
  (A)  "Accounts" shall mean a Director's Stock Account and Interest Equivalent
       Account.
  (B)  "Committee" shall mean the Advisory Committee of the Board of Directors
       of the Corporation.
  (C)  "Corporation" shall mean the Dana Corporation.
  (D)  "Director" shall mean a member of the Board of Directors of the
       Corporation.
  (E)  "Fees" shall mean any retainer fees or meeting fees which a Director
       receives or is entitled to receive as a Director of the Corporation.
       "Fees" shall also include fees that accrue on account of service on any
       committee of the Board





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       of Directors and fees that are payable for services over and above those
       normally expected from Directors and performed at the request of the 
       Chairman of the Board of Directors.
  (F)  "Plan" shall mean the Dana Corporation Director Deferred Fee Plan.
  (G)  "Year" shall mean a calendar year.

                            3.  DIRECTOR'S ACCOUNTS
  At the time a Director elects to defer Fees, he shall also designate whether
such deferred Fees are to be credited to a Stock Account, an Interest
Equivalent Account, or to a combination of both Accounts.
   A.  Stock Account
  For each Director who determines that all or a portion of his deferred Fees
  should be converted into Units equal to shares of the Corporation's common
  stock, the Corporation shall establish a Stock Account for that Director and
  shall credit that Account with any Fees deferred at the time payment would
  have otherwise been made to the Director.  Any accrued dollar balance in such
  Account shall be converted four times each Year, effective March 3l, June 30,
  September 30 and December 3l, into a number of Units equal to the maximum
  number of whole shares of the Corporation's common stock which could have
  been purchased with the dollar amount credited to the Account, assuming a
  purchase price per share equal to the average of the





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  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
  last full month preceding the date of conversion, and the dollar amount then
  credited to such Account shall be appropriately reduced.  Any dollar amount
  not credited to the Stock Account of a Director as whole Units shall be
  accrued as a dollar balance in that Account.

        When cash dividends are declared and paid on the Corporation's common
  stock, the Stock Account of each Director 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 the Corporation's outstanding common stock.

        If the Corporation increases or decreases the number of shares of its
  outstanding common stock as a result of a stock dividend, stock split, or
  stock combination, a corresponding proportionate adjustment shall be made in
  the number of Units then credited to each Director's Stock Account.

        Each Director may convert 25%, 50%, 75% or 100% of the Units credited
  to his Stock Account as of April 30, 1991 into an equivalent dollar balance
  in the Interest Equivalent Account.  These election(s) can be made at any
  time before or after retirement, provided that the election is made prior to
  the second anniversary of his retirement or termination of service as a
  Director and it shall be effective on the day the election is received by the
  Corporation.  Each Director shall





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  also have the right to convert 25%, 50%, 75% or 100% of the Units
  credited to his Stock Account after April 30, 1991 into an equivalent dollar
  balance in the Interest Equivalent Account.  These election(s) to convert
  post-April 30, 1991 Units shall be made during the period that commences on
  the first day of the seventh calendar month following the Director's
  retirement or termination of service and ends on the second anniversary of
  his retirement or termination of service.  Any such election shall be
  effective on the day the election is received by the Corporation.  Any
  election made under this paragraph shall be given in writing to the Chief
  Financial Officer of the Corporation.  For valuation purposes, each Unit so
  converted shall have an assumed value 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 last full calendar month preceding the effective date of conversion, and
  the Units credited to such Stock Account shall be reduced by the number of
  Units so converted.

        In the event a Director dies prior to the latest date on which he could
  have made an election to convert Units into Interest Equivalent amounts, as
  provided above, without having made such an election, his spouse (or in the
  event the spouse has predeceased him, his estate), shall be permitted to make
  such an election within the same period during which the election would have
  been available to the Director had he





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  lived.  Units which the spouse or estate elect to convert shall be
  valued according to the formula described in this Section 3A.

        B.  Interest Equivalent Account

        A Director may also elect to have all or a portion of his deferred Fees
  credited to an Interest Equivalent Account established for him by the
  Corporation.  Any accrued dollar balance in such Account shall be credited
  four times each Year, effective March 3l, June 30, September 30 and December
  3l, with amounts equivalent to interest.  Amounts credited to a Director's
  Interest Equivalent Account, including amounts equivalent to interest, shall
  continue to accrue amounts equivalent to interest until distributed in
  accordance with Section 4.

        The rate of interest credited to funds allocated to a Director's
  Interest Equivalent Account during any given Year shall be the quoted and
  published interest rate for prime commercial loans by Manufacturers Hanover
  Trust Company, or its successor, on the last business day of the immediately
  preceding Year.

   No person shall, by virtue of his participation in this Plan, have or acquire
any interest whatsoever in any property or assets of the Corporation or in any
share of the Corporation's common stock or have or acquire any rights
whatsoever as a stockholder of the Corporation.





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Following a Director's death, retirement from the Board of Directors, or
termination of service as a Director, amounts held in his Accounts will be
distributed in cash only in accordance with Section 4.
                         4.  Distributions to Directors
  Prior to the time a Director who has elected to defer Fees under this Plan
retires from the Board of Directors, or his services are terminated as a
Director, the Committee shall establish a distribution schedule specifying (i)
that distributions be made to the Director out of his Accounts in a specified
number of annual installments (not exceeding l0), with the first distribution
to be made at the sole discretion of the Committee, either (a) in the month
following retirement, termination of services, or the effective date of any
post-retirement election to convert Units pursuant to Section 3A, or (b) in
January of the first, second, or third year following retirement or termination
of services (all subsequent distributions shall be made in January), and (ii)
the proportion which each such installment shall bear to the dollar amount or
Units credited to his Accounts at the time of distribution of such installment,
subject to adjustment to the next higher whole Unit in the case of
distributions from the Stock Account.
  In the event of the death of a Director either before or after retirement or
termination of services, the amount then credited to his Accounts shall be paid
in cash in such manner as the Committee may determine regardless of the manner
in which such payments would have been made to the Director had he lived.





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  Each distribution in respect of a Director's Accounts shall be made in cash.
To the extent that a distribution is to be made from a Director's Stock
Account, the value of each Unit in that Account shall be deemed 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.  Following a distribution from a Director's Stock
Account, the Units credited to such Stock Account shall be reduced by the
number of Units equal in value to the cash distributed.  To the extent that a
cash distribution is made from a Director's Interest Equivalent Account, a
corresponding reduction in the balance of that Account will be made.
  All distributions under the Plan shall be made to the Director, except that
in the event of the death of a Director, distributions shall be made to such
person or persons as such Director shall have designated by written notice to
the Committee prior to his death.  In the event the designated beneficiary
fails to survive the Director, or if the Director fails to designate a
beneficiary in writing, the Corporation shall distribute the balance in the
Director's Accounts to the legal representative of such deceased Director.
  Anything in this Section 4 or elsewhere in the Plan to the contrary
notwithstanding, in the event of a Change in Control of the Corporation there
shall promptly be paid to each Director and each former Director, who had
deferred Fees under the Plan, a lump sum





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cash amount equal to all amounts and Units credited to his Stock Account and
his Interest Equivalent Account as of April 30, 1991.  For purposes of
converting any Units in the Stock Account into a cash equivalent, the value of
the Units credited to a Director's Stock Account as of April 30, 1991 shall be
deemed to be the higher of (a) the average of the reported closing prices of
the Corporation's Common Stock, as reported on the New York Stock Exchange -
Composite Transactions, for the last trading day prior to the Change in Control
and for the last trading day of each of the two preceding thirty-day periods,
and (b) in the event that a Change in Control of the Corporation shall have
taken place as the result of a tender or exchange offer, an amount equal to the
per share consideration paid for a majority of the Common Stock of the
Corporation acquired in the course of such tender or exchange offer.  For
purposes of this paragraph, "Change in Control of the Corporation" shall mean a
change in control of a nature that would be required to be reported in response
to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities
Exchange Act of 1934 as in effect on the effective date of this Plan; provided
that, without limitation, such a change in control shall be deemed to have
occurred if and when (a) any "person" (as such term is used in Sections 13(d)
and 14(d)(2) of the Securities Exchange Act of 1934) is or becomes a beneficial
owner, directly or indirectly, of securities of the Corporation representing
twenty percent (20%) or more of the combined voting power of the Corporation's
then outstanding securities or (b) during any period of 24 consecutive months,
commencing before or after the





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effective date of this Plan, individuals who at the beginning of such
twenty-four month period were directors of the Corporation cease for any reason
to constitute at least a majority of the Board of Directors of the Corporation.
Notwithstanding anything to the contrary in this Section 4 or elsewhere in this
Plan, the term "person" referred to in clause (a) above in the next preceding
sentence shall not include within its meaning, and shall not be deemed to
include for any purpose of this Plan, any employee benefit plan (or related
trust) sponsored or maintained by the Corporation or any corporation controlled
by the Corporation.

                         5.  NON-ASSIGNMENT OF INTEREST
  No interest in any undistributed Unit or Interest Equivalent Account amount
shall be transferable or assignable by any Director, and any purported transfer
or assignment of any such interest, and any purported lien on or pledge of any
such interest, made or created by any Director, shall be void and of no force
or effect as against the Corporation.  Any payment due under this Plan shall
not in any manner be subject to the debts or liabilities of any Director or
beneficiary.  Units will represent shares of the Corporation's common stock for
accounting purposes only, and shall not be convertible to, or considered to be,
actual shares of stock for any reason.

             6.  AMENDMENT, TERMINATION AND INTERPRETATION OF PLAN
  The Board of Directors of the Corporation shall have the right at any time,
and from time to time, to modify, amend, suspend or





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terminate the Plan; provided, however, that no such action shall be taken which
would affect Fees deferred prior to the action taken without the consent of the
Director (or his personal representative) who elected deferral of the Fees.
  The Committee shall have the power to interpret the Plan and to decide any
and all matters arising hereunder, including but not limited to the right to
remedy possible ambiguities, inconsistencies or omissions by general rule or
particular decision; provided, that all such interpretations and decisions
shall be applied in a uniform and nondiscriminatory manner to all participants
similarly situated.  In addition, any interpretations and decisions made by the
Committee shall be final, conclusive and binding upon all persons who have or
who claim to have any interest in or under the Plan.

                                7.  INFORMATION
  Each person entitled to receive a payment under this Plan, whether a
Director, a duly designated beneficiary of a Director, a guardian or otherwise,
shall provide the Committee with such information as it may from time to time
deem necessary or in its best interests in administering the Plan.  Any such
person shall also furnish the Committee with such documents, evidence, data or
other information as the Committee may from time to time deem necessary or
advisable.





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                               8.  GOVERNING LAW
  The Plan shall be construed, administered and governed in all respects under
and by the applicable internal laws of the State of Ohio, without giving effect
to the principles of conflicts of laws thereof.

                               9.  EFFECTIVE DATE
  This Dana Corporation Director Deferred Fee Plan, as amended, became
effective on February 18, 1985.  It has since been amended and was last
amended, effective May 1, 1991, to read as set forth above.





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