Document o94vqaNxMa2D5YNKwqoOOR80R

Dana Corporation Page 109 of 176 Table of Contents month LIBOR plus an average of 4.92% (the combined rate was 6.32% at December 31, 2003) on a notional amount of $825 and the six-month Euro interbank offered rate (EURIBOR) plus an average of 3.79% (the combined rate was 6.56% at December 31, 2003) on a notional amount of 200. These agreements expire in March 2010 ($250) and August 2011 ($575 and 200). Based on the aggregate fair value of these agreements at December 31, 2003, we recorded a noncurrent liability of $ 11 and offset the carrying value of long-term debt. This adjustment of long-term debt, which does not affect the scheduled principal payments, will fluctuate with the fair value of the swap agreements and will not be amortized if the agreements remain open. Note 11. Stock Option Plans Under the Dana Stock Incentive Plan, which was approved by shareholders in 2003 and amended and restated the 1997 Stock Option Plan, the Compensation Committee of the Board may grant stock options to Dana employees. Options outstanding have been granted at option prices not less than the market price of the stock at the date of grant. Generally, one-fourth of the options granted become exercisable at each of the first four anniversary dates of the grant and all options expire ten years from the date of grant. Stock appreciation rights may be granted separately or in conjunction with the options. At December 31, 2003, there were 6,005,225 shares available for future grants under this plan. When we merged with Echlin Inc. in 1998, we assumed Echlin's 1992 Stock Option Plan for employees and the underlying Echlin shares were converted to Dana stock. At the time of the merger, there were options outstanding under this plan for the equivalent of 1,692,930 Dana shares. No options were granted under this plan after the merger. When the plan expired in 2002, the outstanding options remained exercisable according to their terms. This is a summary of transactions under these plans in the last three years: Number of Shares Outstanding at December 31, 2000 Granted -- 2001 Exercised -- 2001 Cancelled -- 2001 12,862,399 2,763,200 (52,003) (632,643) Outstanding at December 31, 2001 Granted -- 2002 Exercised -- 2002 Cancelled -- 2002 14,940,953 3,161,850 (2,589) (590,959) Outstanding at December 31, 2002 Granted -- 2003 Exercised -- 2003 Cancelled -- 2003 17,509,255 2,544,650 (1,850) (2,581,622) Outstanding at December 31, 2003 17,470,433 Exercise Price $34.94 25.05 15.97 35.85 $33.14 15.29 20.13 26.69 $30.14 8.34 15.33 32.77 $26.57 56 http://www.sec.gOv/Archives/edgar/data/26780/000095015204001384/105571ael0vk.htm 8/1/2004