UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Dana Corporation

(Exact name of registrant as specified in its charter)

Virginia		1-1063		34-4361040
(State or other jurisdiction		(Commission File Number)		(IRS Employer
of incorporation)				Identification Number)

4500 Dorr Street, Toledo, Ohio		43615
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (419) 535-4500

Not applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

     Dana and certain of its subsidiaries (collectively, the Debtors) are presently operating under Chapter 11 of the United States Bankruptcy Code (the Bankruptcy Code). The Debtors’ Chapter 11 cases (collectively, the Bankruptcy Cases) are pending in the United States Bankruptcy Court for the Southern District of New York (the Bankruptcy Court), where they have been consolidated under the caption In re Dana Corporation, et al., Case No. 06-10354 (BRL).

     (e) Amendment to Employment Agreement with Michael J. Burns

     On December 18, 2006, the Bankruptcy Court entered an order (the Order) authorizing Dana to assume Mr. Burns’ original employment agreement, with certain conditions and limitations, subject to the execution of documentation reasonably acceptable to the official committee of unsecured creditors (the Creditors Committee) that has been appointed in the Bankruptcy Cases.

     Dana had entered into the original employment agreement with Mr. Burns when he joined the company as Chief Executive Officer and President in 2004. Under this agreement, Mr. Burns is entitled to receive certain compensation and benefits and is eligible to receive a supplemental retirement benefit intended to replace non-qualified supplemental retirement benefits from his prior employer that he forfeited upon leaving that employment. With respect to such supplemental retirement benefit, Dana established a notional account on Mr. Burns’ behalf and credited $5.9 million to that account in 2004. This account is credited with annual service-based credits (for which purpose, Mr. Burns is deemed to have completed 30 years of service with Dana) and interest. The account is subject to a 5-year vesting requirement, with partial acceleration in the event of Mr. Burns’ death or disability or a termination of his employment by Dana without cause or by him for good reason.

     On May 16, 2007, Dana entered into an amendment (the Amendment) to Mr. Burns’ original employment agreement consistent with the Order. A copy of the Amendment is attached to this report as Exhibit 99.1.

     The Amendment provides, among other things, for (i) an annual base salary of up to $1,035,000 for Mr. Burns, (ii) continuation of his participation in Dana’s Annual Incentive Plan or any successor plan, and (iii) his participation in the executive incentive compensation (EIC) plan discussed below, provided that Mr. Burns’ aggregate annual incentive compensation and executive incentive compensation may not exceed $5.5 million while Dana is in bankruptcy.

     Under the EIC plan provided in the Amendment, Mr. Burns is eligible to receive payments with respect to 2007 and 2008 upon the achievement of certain EBITDAR targets, as “EBITDAR” is defined in the Term Sheet attached to the Order and included in Exhibit 1 to the Amendment. For 2007, Mr. Burns is eligible to receive the following EIC payments, not to exceed a total of $4.5 million: (i) $3 million if Dana achieves EBITDAR of $250 million and (ii) an additional payment equal to 0.75% of any amount of EBITDAR between $250 million and $450 million. For 2008, Mr. Burns is eligible to receive the following EIC payments, not to exceed a total of $2.25 million: (i) $500,000 if Dana achieves EBITDAR of $375 million and (ii) additional payments equal to 1.0% of any amount of EBITDAR between $375 million and $450 million and 0.50% of any amount of EBITDAR between $450 million and $650 million. In computing these payments (other than the first portion of the 2007 payment), the awards will be reduced to reflect any claims in excess of $2.85 billion allowed in the Bankruptcy Cases. If earned, the

2007 payment will be made upon the later of 30 days after Dana (i) files its audited 2007 financial statements with the Securities and Exchange Commission (the SEC) or (ii) emerges from bankruptcy (i.e., consummates a plan of reorganization or a sale of all or substantially all of its assets under the Bankruptcy Code). The first portion of the 2007 payment will be paid in cash and any remainder will be paid in the form of common stock of the reorganized Dana. If earned, the 2008 payment will be made upon the later of 30 days after Dana (i) files its audited 2008 financial statements with the SEC or (ii) emerges from bankruptcy (as defined above) and will be paid entirely in the form of common stock of the reorganized Dana.

     Under the Amendment, Dana will assume 60% of Mr. Burns’ supplemental retirement benefit accrued as of March 3, 2006, upon the consummation of its plan of reorganization and the remaining 40% of such accrued benefit will remain an allowed general unsecured claim in the Bankruptcy Cases. However, to reflect parity with Dana’s salaried and bargained unit defined pension plans, if Dana’s defined benefit pension plans are terminated in a distress or involuntary termination, all of Mr. Burns’ supplemental retirement benefit will remain a general unsecured claim in the Bankruptcy Cases. Service credits and interest accrued to Mr. Burns’ notional account after March 3, 2006, will be allowed as an administrative claim in the Bankruptcy Cases.

     Mr. Burns’ employment agreement will continue in effect until it is terminated due to death or disability, by Dana with or without cause, or by Mr. Burns with or without good reason. In the event of a termination other than by Dana with cause, Mr. Burns will be entitled, among other things, to severance payments equal to the maximum amount permissible under the Bankruptcy Code, determined consensually with the Creditors Committee or, if no consensus is reached, as determined by the Bankruptcy Court.

     Under the Amendment, any claims by Mr. Burns for damages for termination of his employment agreement before Dana’s emergence from bankruptcy will be limited to allowed general unsecured claims in the Bankruptcy Cases equal to $4 million and any recovery will be limited to $3 million less any severance actually received from Dana.

     Contemporaneously with the Amendment, Mr. Burns executed a Confidentiality, Non-Compete, Non-Solicitation, Non-Disclosure and Non-Disparagement Agreement, in the form attached to the Amendment as Exhibit 2, under which he has agreed to certain confidentiality obligations during and after his employment by Dana and to certain non-competition, non-disparagement and non-solicitation obligations following a termination of his employment for any reason (for a period of 6 months if the termination is during the bankruptcy proceedings and 12 months if the termination is after Dana’s emergence from bankruptcy). As consideration for this agreement, Mr. Burns will be entitled to a cash payment of $3 million if, after Dana emerges from bankruptcy, Dana terminates his employment other than for cause or he terminates his employment for good reason.

     Under the Amendment, the Change of Control Agreement between Mr. Burns and Dana dated February 3, 2004 is null and void.

     Executive Agreements with Paul E. Miller and Nick L. Stanage

     In the Order, the Bankruptcy Court also authorized Dana to enter into agreements with two other Dana named executive officers, Messrs. Miller and Stanage, subject to certain conditions and limitations.

     On May 16, 2007, Dana entered into executive agreements (each an Executive Agreement) with these two officers consistent with the Order. Copies of the Executive Agreements are attached to this report as Exhibits 99.2 and 99.3.

     The Executive Agreements provide, among other things, for (i) annual base salaries of $375,000 for Mr. Miller and $336,000 for Mr. Stanage, (ii) their continued participation in Dana’s Annual Incentive Plan or any successor plan, and (iii) their participation in executive incentive compensation (EIC) plans similar to the plan discussed above for Mr. Burns, provided that, while Dana is in bankruptcy, Mr. Miller’s aggregate 2007 annual incentive bonus and executive incentive compensation may not exceed $1,529,220 and Mr. Stanage’s 2007 aggregate annual incentive bonus and executive incentive compensation may not exceed $1,217,638.

     Under the EIC plans provided in the Executive Agreements, Messrs. Miller and Stanage are eligible to receive payments with respect to 2007 and 2008 upon the achievement of certain EBITDAR targets, as “EBITDAR” is defined in the Term Sheet attached to the Order. For 2007, they are eligible to receive the following EIC payments: (i) $497,778 for Mr. Miller and $422,222 for Mr. Stanage if Dana achieves EBITDAR of $250 million and (ii) additional payments equal to approximately 0.124% for Mr. Miller and 0.106% for Mr. Stanage of any amount of EBITDAR between $250 million and $450 million. For 2008, they are eligible to receive the following EIC payments: (i) $82,963 for Mr. Miller and $70,370 for Mr. Stanage if Dana achieves EBITDAR of $375 million and (ii) additional payments equal to 0.17% for Mr. Miller and 0.14% for Mr. Stanage of any amount of EBITDAR between $375 million and $450 million and 0.08% for Mr. Miller and 0.07% for Mr. Stanage of any amount of EBITDAR between $450 million and $650 million. These payments (other than the first portion of the 2007 payments) are subject to the EBITDAR adjustment mechanism discussed above with respect to Mr. Burns. The payments for 2007 and 2008, if earned, will be made at the same times as those for Mr. Burns. The first portion of the 2007 payments will be made in cash. Any remaining 2007 payments and the 2008 payments will be made in the form of common stock of the reorganized Dana.

     The Executive Agreements provide that Dana will assume supplemental retirement benefits accrued for Messrs. Miller and Stanage as of March 3, 2006, consisting of (i) lump sum payments totaling $2,483,000 to which Mr. Miller will be entitled if he continues employment with Dana to his normal retirement age (62) and (ii) a lump sum payment of $2,095,500 to which for Mr. Stanage will be entitled if he continues employment with Dana to his normal retirement age (62). However, if Dana’s defined benefit pension plans are terminated in a distress or involuntary termination, Messrs. Miller’s and Stanage’s supplemental retirement benefits will remain allowed general unsecured claims in the Bankruptcy Cases.

     Messrs. Miller’s and Stanage’s Executive Agreements will each continue in effect until terminated due to the officer’s death, disability, resignation or termination by Dana with or without cause. In the event of a termination other than by Dana for cause, they will be entitled, among other things, to severance payments equal to the maximum amount permissible under the Bankruptcy Code, determined consensually with the Creditors Committee or, if no consensus is reached, as determined by the Bankruptcy Court.

     Contemporaneously with the Executive Agreements, Messrs. Miller and Stanage each executed a Confidentiality, Non-Compete, Non-Solicitation, Non-Disclosure and Non-Disparagement Agreement, in the form attached to their Executive Agreements as Exhibit A, under which they have agreed to certain confidentiality obligations during and after their employment by Dana and to certain non-competition, non-disparagement and non-solicitation obligations for a period of 12 months following a termination of employment for any reason.

     Under his Executive Agreement, the Change of Control Agreement between Mr. Miller and Dana dated May 3, 2004 is null and void.

Item 8.01. Other Events.

     In the Order discussed in Item 5.02, the Bankruptcy Court approved Dana’s entry into executive agreements with Tom Stone and Ralf Goettel, who are Dana executive officers but not named executive officers, subject to certain conditions and limitations.

     On May 16, 2007, Dana entered into an Executive Agreement and a Confidentiality, Non-Compete, Non-Solicitation, Non-Disclosure and Non-Disparagement Agreement with Mr. Stone substantially similar in form to those with Messrs. Miller and Stanage. Under his Executive Agreement, a copy of which is attached to this report as Exhibit 99.4, Mr. Stone’s annual base salary is $440,000; his maximum EIC plan opportunities will be $633,333 for 2007 and $316,667 for 2008; and his aggregate 2007 annual incentive bonus and executive incentive compensation will be capped at $1,551,526.

     Dana expects to enter into an agreement with Mr. Goettel similar in a form to the Executive Agreements with Messrs. Miller, Stanage and Stone except as modified in accordance with certain provisions of German law that apply to Mr. Goettel. Dana will file a copy of such agreement with its Form 10-Q report for the quarter in which it enters into the agreement.

Item 9.01. Financial Statements and Exhibits.

     (d) Exhibits. The following exhibits are filed with this report.

Exhibit No.		Description
99.1		Amendment to Employment Agreement between Dana Corporation and Michael J. Burns, entered into on May 16, 2007, including the Term Sheet contained in Exhibit 1 thereto and the Confidentiality, Non-Compete, Non-Solicitation, Non-Disclosure and Non-Disparagement Agreement attached thereto as Exhibit 2
99.2		Executive Agreement between Dana Corporation and Paul E. Miller, entered into on May 16, 2007, including the Confidentiality, Non-Compete, Non-Solicitation, Non-Disclosure and Non-Disparagement Agreement attached thereto as Exhibit A
99.3		Executive Agreement between Dana Corporation and Nick L. Stanage, entered into on May 16, 2007, including the Confidentiality, Non-Compete, Non-Solicitation, Non-Disclosure and Non-Disparagement Agreement attached thereto as Exhibit A
99.4		Executive Agreement between Dana Corporation and Tom Stone, entered into on May 16, 2007, including the Confidentiality, Non-Compete, Non-Solicitation, Non-Disclosure and Non-Disparagement Agreement attached thereto as Exhibit A

Signatures

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit Index

Exhibit No.		Description
99.1		Amendment to Employment Agreement between Dana Corporation and Michael J. Burns, entered into on May 16, 2007, including the Term Sheet contained in Exhibit 1 thereto and the Confidentiality, Non-Compete, Non-Solicitation, Non-Disclosure and Non-Disparagement Agreement attached thereto as Exhibit 2
99.2		Executive Agreement between Dana Corporation and Paul E. Miller, entered into on May 16, 2007, including the Confidentiality, Non-Compete, Non-Solicitation, Non-Disclosure and Non-Disparagement Agreement attached thereto as Exhibit A
99.3		Executive Agreement between Dana Corporation and Nick L. Stanage, entered into on May 16, 2007, including the Confidentiality, Non-Compete, Non-Solicitation, Non-Disclosure and Non-Disparagement Agreement attached thereto as Exhibit A
99.4		Executive Agreement between Dana Corporation and Tom Stone, entered into on May 16, 2007, including the Confidentiality, Non-Compete, Non-Solicitation, Non-Disclosure and Non-Disparagement Agreement attached thereto as Exhibit A

Exhibit 99.1

AMENDMENT TO EMPLOYMENT AGREEMENT

     This Amendment to Employment Agreement (this “Amendment”) is made and entered into on May 16, 2007, by and between Dana Corporation, a Virginia corporation (the “Corporation”), and Michael J. Burns (the “Executive”), effective as of December 31, 2006 (the “Amendment Effective Date”).

WITNESSETH:

     WHEREAS, the Executive and the Corporation entered into an Employment Agreement dated February 3, 2004 (the “Original Agreement”);

     WHEREAS, on March 3, 2006, the Corporation and forty of its Subsidiaries (the “Debtors”) filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of New York, Case No. 06-10354 (BRL) (Jointly Administered), (the “Bankruptcy Cases”); and

     WHEREAS, in accordance with the Memorandum Opinion of the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) dated November 30, 2006 (the “Opinion”), as supplemented by an Order of the Bankruptcy Court dated December 18, 2006 (the “Order”), the Corporation desires to assume the Original Agreement subject to certain conditions and limitations, as provided herein (the Original Agreement, as amended, hereinafter being referred to as the “Agreement”) and the Order.

     NOW, THEREFORE, in consideration of the premises and of the covenants and agreements set forth herein, the Corporation and the Executive agree as follows:

          1. The Corporation hereby assumes the Original Agreement, subject to the provisions of the Amendment and the Order. To the extent there are inconsistencies between the terms of this Amendment or the Original Agreement and the Order, the Order shall govern.

          2. Section 3(a) of the Original Agreement is amended to read as follows:

               (a) Salary. During the Employment Period, the Executive shall be paid base salary at an annual rate not less than $950,000, which shall be increased to a rate not less than $1,000,000 as of the date the Executive is elected Chairman. The rate of base salary described above shall be subject to such increases as shall be awarded from time to time in accordance with the Corporation’s regular administrative practices of other salary increases applicable to executives of the Corporation or other upward adjustments as the Board (or the Compensation Committee of the Board (the “Compensation Committee”)) deems to be necessary or desirable; provided, however, during the Bankruptcy Cases, the Executive’s annual base salary shall, unless otherwise approved by the Bankruptcy Court, be no greater than $1,035,000. The Executive’s annual base salary as in effect from time to time in accordance with this Section 3(a) shall hereinafter be referred to as the “Annual Base Salary”. The Annual Base Salary shall be payable in regular installments, no less frequently than monthly. Annual Base Salary shall not be reduced after any increase thereof pursuant to this Section 3(a). Any increase in Annual Base Salary shall not serve to limit or reduce any other obligation of the Corporation under the Agreement, except as provided in the Order.

          3. Section 3(b) of the Original Agreement is amended to read as follows:

               (b) (1) Annual Bonus. During the Employment Period, the Executive shall be eligible to receive annual short-term incentive awards or bonuses (each such award or bonus is hereinafter referred to as an “Annual Bonus”) pursuant to the Dana Corporation Annual Incentive Plan, and any successor or replacement plan (the Dana Corporation Annual Incentive Plan and such successor or replacement plans being referred to herein collectively as the “AIP”), in accordance with the terms thereof. For each of the calendar years 2006 and 2007, the Executive shall be eligible to earn a target Annual Bonus of 200% of Annual Base Salary. Each Annual Bonus shall be determined and paid in accordance with the terms of the AIP.

                    (2) The EIC Plan. The Corporation hereby adopts an Executive Incentive Compensation Plan for the Executive (the “EIC Plan”) under which the Executive shall be eligible for a 2007 performance based incentive bonus (the “2007 EIC”) and a 2008 performance based incentive bonus (the “2008 EIC”), subject to the terms and conditions set forth herein. Except as otherwise provided for herein, the EIC payment shall only be earned and payable if the Executive is employed at the end of the applicable fiscal year.

          (A) The Executive shall be eligible for a 2007 EIC payment of up to $4.5 million. The first $3.0 million shall be earned by the Executive upon the achievement by the Corporation of EBITDAR for 2007 of $250 million and shall be paid in cash on the later of (i) 30 days following the filing of the Corporation’s audited 2007 financial statements with the Securities and Exchange Commission (the “SEC”) and (ii) 30 days after the Corporation’s Emergence (the applicable date, the “2007 EIC Payment Date”), provided that in the event that the Corporation achieves EBITDAR for 2007 in excess of $250 million, the Executive shall earn an additional 2007 EIC payment equal to 75 basis points on EBITDAR for 2007 in excess of $250 million, up to a cap of $450 million (the “Additional 2007 EIC Payment”). For purposes of this Agreement, the term “EBITDAR” shall have the meaning set forth in the term sheet attached as Exhibit A to the Order which is attached hereto as Exhibit 1 and incorporated herein by reference. For purposes of this Agreement, “Emergence” shall mean consummation by the Corporation of (i) a plan of reorganization under the Bankruptcy Code (the “Plan”) or (ii) a sale of all or substantially all assets pursuant to section 363 of the Bankruptcy Code. The Additional 2007 EIC Payment shall be paid in common stock (“Common Stock”) of the reorganized Corporation on the 2007 EIC Payment Date.

          (B) The Executive shall be eligible for a 2008 EIC payment of up to $2.25 million. The first $0.5 million shall be earned by the Executive upon the achievement by the Corporation of EBITDAR for 2008 of $375 million, provided that in the event that the Corporation achieves EBITDAR for 2008 in excess of $375 million, the Executive shall earn an additional 2008 EIC payment equal to (i) 100 basis points on EBITDAR for 2008 in excess of $375 million, up to a cap of $450 million, and (ii) 50 basis points on EBITDAR for 2008 in excess of $450 million, up to a cap of $650 million. The entire 2008 EIC payment shall be paid in Common Stock on the later of (i) 30 days following the filing of the Corporation’s audited 2008 financial statements with the SEC and (ii) 30 days after the Corporation’s Emergence (the “2008 EIC Payment Date”).

     (C) For purposes of determining the number of shares of Common Stock to be issued to the Executive under Sections 3(b)(2)(A) and (B), the value of the Common Stock will be its average closing price on the principal U.S. stock exchange on which it is traded during the thirty days before the 2007 EIC Payment Date or 2008 EIC Payment Date, as applicable.

     (D) The 2007 EIC and 2008 EIC awards earned shall be subject to reduction under the “EBITDAR Adjustment Mechanism.” Under the EBITDAR Adjustment Mechanism, EBITDAR for the purposes of determining the payment threshold for the 2007 EIC (excluding the first $3 million cash payment in respect of the 2007 EIC award) and the 2008 EIC shall be reduced by unsecured claims allowed in the Bankruptcy Cases in excess of an unsecured claims threshold of $2.85 billion, as follows:

	(i)		12.5% of the first $75 million in additional claims;
	(ii)		25% of the next $100 million in additional claims in excess of $75 million but not more than $175 million; and
	(iii)		75% of any additional claims in excess of $175 million.

For purposes of this Agreement, the term “allowed in the Bankruptcy Cases” shall mean the earlier of (a) the allowance of an unsecured claim in the Bankruptcy Cases or (b) an agreement regarding potentially allowable claims between the Corporation and the official committee of unsecured creditors appointed in the Bankruptcy Cases, or its successor, as designated in the Plan.

               (3) Maximum Bonus Compensation. Notwithstanding anything set forth herein, while the Bankruptcy Cases are pending the maximum annual compensation with respect to an applicable year under Section 3(b) shall not exceed $5.5 million (the “Maximum Annual Bonus Compensation”). For avoidance of doubt, the Maximum Annual Bonus Compensation shall not include (i) the Annual Base Salary and (ii) any payment made during a relevant fiscal year in respect of performance measures related to prior years.

          4. A new Section 3(c)(A) shall be inserted as an addition to the Original Agreement to read as follows:

               (c)(A) Subject to the provisions hereof, with respect to the Executive’s Supplemental Retirement Benefit accrued as of March 3, 2006 (the “Accrued Benefit”), the Corporation shall assume 60% of the Accrued Benefit upon the earlier of (i) Emergence, or (ii) the Executive’s termination of employment by the Corporation without Cause or by the Executive for Good Reason. The remaining 40% of the Accrued Benefit shall remain an allowed general unsecured claim in the Bankruptcy Cases. All annual credits and interest credits accrued after March 3, 2006 with respect to the Supplemental Retirement Benefit shall be allowed in the Bankruptcy Cases as an administrative claim on the estate. However, if the Corporation’s defined benefit pension plans are terminated under either 29 U.S.C. § 1341 in a distress termination or 29 U.S.C. § 1342 in an involuntary termination, the Executive’s Accrued Benefit shall remain a general unsecured claim in the Bankruptcy Cases.

          5. Section 3(k) of the Original Agreement shall be deleted and the Change of Control Agreement between the Corporation and the Executive dated February 3, 2004, shall be null and void.

          6. Section 4(b) of the Original Agreement is amended to read as follows:

               (b) Cause. The Corporation may terminate the Executive’s employment during the Employment Period for Cause or without Cause. For purposes of this Agreement, the term “Cause” shall mean any of the following:

     (i) the willful and continued failure of the Executive to perform substantially the Executive’s duties with the Corporation (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board which specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive’s duties, or

     (ii) the willful engaging by the Executive in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Corporation.

     For purposes of this provision, no act or failure to act, on the part of the Executive, shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Corporation. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or a committee thereof, or based upon the advice of counsel for the Corporation shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Corporation. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an opportunity, together with counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive is guilty of the conduct described in subparagraph (i) or (ii) above, and specifying the particulars thereof in detail.

          7. Section 5(a) of the Original Agreement shall be amended to read as follows:

                    (a) Termination by the Corporation Other Than for Cause, Death or Disability; Resignation by Executive for Good Reason. If, during the Employment Period, the Corporation shall terminate the Executive’s employment other than for Cause, death or Disability, or the Executive shall terminate his employment for Good Reason (termination in either such case referred to as “Termination”), subject to and conditioned upon the execution by the Executive of, and his not revoking, a release in a form reasonably acceptable to the Corporation, the Executive shall be entitled to the following:

(i)

an amount equal to the product of (A) the Executive’s target Annual Bonus in effect under the AIP as of the Date of Termination and (B) a fraction, the numerator of which is the

			number of full and partial months in the current fiscal year through the Date of Termination, and the denominator of which is 12, as provided in the AIP;
	(ii)		a contingent receivable for his 2007 EIC and 2008 EIC payments if the applicable EBITDAR thresholds have been or are subsequently met; provided, however, that the 2007 EIC and 2008 EIC shall each be pro rated for the time worked during the applicable year, such pro rata EIC to be determined by multiplying the 2007 EIC or 2008 EIC, as applicable, by a fraction, the numerator of which is the number of days in the applicable year through the Date of Termination, and the denominator of which is 365;
	(iii)		a severance payment equal to the maximum amount permissible under Section 503(c)(2) of the Bankruptcy Code, the amount to be calculated consensually with the Creditors’ Committee appointed in the Bankruptcy Cases, provided that, if no such consensus can be reached, the Bankruptcy Court shall determine the amount of such payment;
	(iv)		any compensation previously deferred by the Executive after March 3, 2006 (together with any accrued interest or earnings thereon), his Supplemental Retirement Benefit under Section 3(c) and Section 3(c)(A) of this Agreement and any accrued vacation pay, in each case to the extent not theretofore paid;
	(v)		if the Executive timely elects COBRA continuation coverage, the Corporation shall pay that portion of the Executive’s COBRA premium which exceeds the employee premium share the Executive was required to pay for such health plan coverage while an active employee, as in effect immediately prior to Date of Termination for a period of eighteen months following the Date of Termination; provided that the Corporation’s obligation under this subsection shall cease on the date the Executive becomes employed by a third party and is eligible for coverage under the group benefits plan of the new employer; and
	(vi)		any outstanding cash or equity awards shall be treated in accordance with the applicable plan documents and the agreements evidencing such awards, including Section 3(b) of this Agreement, and shall remain subject to the terms and conditions contained therein.

     Except as otherwise set forth herein, payments made pursuant to subsections 5(a)(i) and (iii) shall each be paid in a lump sum at the earliest date permissible under Section 409A of the Internal Revenue Code (the “Code”). Payments made pursuant to subsections 5(a)(ii) and 5(a)(iv)

shall be made in lump sum on the later of (A) such time as they would otherwise be payable under this Agreement and (B) earliest date permissible under Section 409A of the Code.

          8. Section 5(c) of the Original Agreement shall be amended to read as follows:

	(c)		Death or Disability.
	(i)		Death. In the event of the death of the Executive during the Employment Period, the legal representative or designated beneficiary of the Executive shall be entitled to:

          (A) the compensation provided for in Section 3(a) above through the end of the month in which death shall have taken place, at the rate being paid at the time of death, and at the times that such amounts would have been paid or earned by the Executive had the Executive lived; and

          (B) an amount under the AIP determined in accordance with the AIP; and

          (C) a contingent receivable for his 2007 EIC and 2008 EIC payments if the applicable EBITDAR thresholds have been or are subsequently met; provided, however, that the 2007 EIC and 2008 EIC shall each be pro rated for the time worked during the applicable year, such pro rata EIC to be determined by multiplying the 2007 EIC or 2008 EIC, as applicable, by a fraction, the numerator of which is the number of days in the applicable year through the Date of Termination, and the denominator of which is 365.

(ii)

Disability. In the event of the Disability of the Executive during the Employment Period, the Executive shall be entitled to:

          (A) the compensation provided for in Section 3(a) above, at the rate being paid on the Disability Effective Date, and at the times that such amounts would have been paid or earned by the Executive had the Executive remained employed by the Corporation, for the period of such Disability but not in excess of six months;

          (B) an amount under the AIP determined in accordance with the AIP; and

          (C) a contingent receivable for his 2007 EIC and 2008 EIC payments if the applicable EBITDAR thresholds have been or are subsequently met; provided, however, that the 2007 EIC and 2008 EIC shall each be pro rated for the time worked during the applicable year, such pro rata EIC to be determined by multiplying the 2007 EIC or 2008 EIC, as applicable, by a fraction, the numerator of which is the number of days in the applicable year through the Date of Termination, and the denominator of which is 365.

The amount of any payments due under this subsection 5(c)(ii) shall be reduced by any payments to which the Executive may be entitled for the same period because of disability under any disability or pension plan of the Corporation or of any Subsidiary or Affiliate thereof.

(iii)

In the event of the Executive’s death or Disability as set forth in Sections 5(c)(i) or 5(c)(ii) above, the Executive (or, in the event of his death, his legal representative or designated beneficiary) shall be entitled to receive any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon), his Accrued Benefit he would be entitled to under Section 3(c)(A) and accrued but unused vacation pay, in each case to the extent not theretofore paid, and any other amounts or benefits to which the Executive and/or the Executive’s family would otherwise be entitled under the terms of any employee benefit or incentive plan of the Corporation. However, with regards to its receipt of an Accrued Benefit, the Executive’s estate is subject to the same conditions that the Executive is subject to pursuant to Section 3(c)(A).

     For purposes of this subsection 5(c), the Employment Period shall be deemed to have ended as of the close of business on the last day of the month in which death or Disability shall have occurred but without prejudice to any payments due in respect of the Executive’s death or Disability. Amounts payable under 5(c)(i) or 5(c)(ii) shall be payable made in lump sum on the later of (x) such time as they would otherwise be payable under this Agreement, and (y) the earliest date permissible under Section 409A of the Code.

          9. Section 5(d) of the Original Agreement shall be amended to read as follow:

          Resolution of Disputes/Right of Election by Executive to Arbitrate or Sue. In the event that the Executive’s employment shall be terminated by the Corporation during the Employment Period and such termination is alleged to be with Cause, or the Corporation shall withhold payments or provision of benefits for any other reason, the Executive shall have the right, in addition to all other rights and remedies provided by law, at his election either to seek arbitration within the Toledo, Ohio area under the rules of the American Arbitration Association by serving a notice to arbitrate upon the Corporation or to institute a judicial proceeding, in either case within ninety days after having received Notice of Termination of his employment or notice in any form that the termination of his employment under Section 4(b) above is subject to question or under consideration or that the Corporation is withholding or proposes to withhold payments or provision of benefits; provided, however, that with respect to the subject matter contemplated by the Amendment to this Agreement, dated May 16, 2007 as it relates to the Order (and the attached Exhibit A to the Order), any disputes with respect to such matters prior to Emergence shall be subject to the final determination of the Bankruptcy Court.

          10. Section 6 of the Agreement is hereby amended as follows: the existing paragraph therein shall be designated as Section 6(a) and the following subsection (b) and (c) are added to the Agreement to read as follows:

               (6) (b) Limitation on Damages: In addition to the provisions in Section 5(a) of this Agreement, in full satisfaction of the Executive’s claim for damages from termination of the Agreement prior to Emergence, the Executive’s claim for damages is limited to an allowed general unsecured claim on the estate equal to $4.0 million, with a recovery limited to $3.0 million less any severance actually paid under Section 503(c)(2) of the Bankruptcy Code (the “Pre-Emergence Claim”), such Pre-Emergence Claim to be freely assignable by the Executive following Termination.

               (c) If the Executive is terminated by the Corporation other than for Cause, or the Executive terminates for Good Reason, in each case after Emergence, in lieu of the unsecured claim described in Section 6(b) of this Agreement, the Executive shall receive $3.0 million in consideration for his execution, contemporaneously with this Agreement, of a Confidentiality, Non-Compete, Non-Solicitation, Non-Disclosure and Non-Disparagement Agreement in the form attached to this Agreement as Exhibit 2 (the “Restrictive Covenants Agreement”). The $3.0 million shall be paid over a 12-month period commencing with a payment of $1,750,000 six months and one day after the Date of Termination, followed by five monthly installments of $250,000 on the first day of each calendar month thereafter until paid in full. If the Executive breaches any of the terms of the Restrictive Covenants Agreement, he shall repay any amounts received under this Section 6(c).

          11. Sections 8 and 9 of the Original Agreement are deleted and superseded by the Restrictive Covenants Agreement in the form attached to this Agreement as Exhibit 2, which shall be executed contemporaneously with this Agreement.

          12. Section 18(g) of the Original Agreement shall be amended to read as follows:

Other than with respect to the Pre-Emergence Claim, no right, benefit or interest hereunder, shall be subject to anticipation, alienation, sale, assignment, encumbrance, charge, pledge, hypothecation, or set-off in respect of any claim, debt or obligation, or to execution, attachment, levy or similar process, or assignment by operation of law. Any attempt, voluntary or involuntary, to effect any action specified in the immediately preceding sentence shall, to the full extent permitted by law, be null, void and of no effect.

          13. Section 18(l) of the Original Agreement is deleted in its entirety.

          14. A new Section 18(p) is added to the Agreement to read as follows:

               (p) Section 409A of the Code. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Code. This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A of the Code shall have no force and effect until

amended to comply with Section 409A of the Code (which amendment may be retroactive to the extent permitted by Section 409A of the Code and may be made by the Corporation without the consent of the Executive).

          15. Exhibit F to the Original Agreement is deleted.

     IN WITNESS WHEREOF, the Corporation has caused this Amendment to be signed by its duly authorized representative, and the Executive has executed this Amendment, as of the day and year first written above.

		DANA CORPORATION
		By:		/s/ R. B. Priory
		Its: Chairman, Compensation Committee
		/s/ Michael J. Burns
		Michael J. Burns

Exhibit 1

[Omitted except for Exhibit A – Term Sheet]

TERM SHEET

		Michael J. Burns Terms		Other Executives
2007 PERFORMANCE BASED INCENTIVE (2007 EIC)
Amount		Up to $4.5 MM.		Up to $3.18MM in aggregate.
Payment Date		The later of a date that is on or about		Same.
		30 days following the release of the
		Company’s Audited 2007 financial results
		or 30 days after emergence from
		bankruptcy.
Contingency		1) Achievement of 2007 EBITDAR of $250MM		1) Achievement of 2007 EBITDAR of $250MM for payment
		for payment of first $3MM.		of first $497,778 for Mr. Miller, $422,222 for Messrs.
				Stone, Stanage, and Goettel, and $355,556 for Mr.
		2) Payment of additional 75 bps on 2007		DeBacker.
		EBITDAR in excess of $250MM, subject to a
		cap of $350MM (up to $.75MM).		2) Payment of 12 bps for Mr. Miller, 11 bps for
				Messrs. Stone, Stanage and Goettel, and 9 bps for Mr.
		3) Additional payment of 75 bps on 2007		DeBacker on 2007 EBITDAR in excess of $250MM, subject
		EBITDAR in excess of $350MM, subject to a		to a cap of $350MM.
		cap of $450MM (up to $0.75MM).
				3) Additional payment of 12 bps for Mr. Miller, 11 bps
				for Messrs. Stone, Stanage and Goettel, and 9 bps for
				Mr. DeBacker on 2007 EBITDAR in excess of $350MM,
				subject to a cap of $450MM.
Form of Payment		First $3.0MM paid in cash / remaining		Mr. Miller: Up to $746,667, with first $497,778 paid
		$1.5MM paid in stock of the reorganized		in cash / remaining $248,889 payable in stock
		Company.		of the Reorganized Company.
				Messrs. Stone, Stanage, and Goettel: Up to
				$633,333 each, with the first $422,222 paid in cash /
				remaining $211,111 payable in stock of the
				Reorganized Company.
				Mr. DeBacker: Up to $533,333 with the first $355,556
				paid in cash / remaining $177,777 payable in stock of the
				Reorganized Company.
Other		The first $3.0MM shall not be subject to		The first cash payment ($497,778 for Mr. Miller,
		reduction resulting from EBITDAR		$422,222 for Messrs. Stone, Stanage, and Goettel, and
		Adjustment Mechanism (defined below).		$355,556 for Mr. DeBacker) shall not be subject to
				reduction resulting from EBITDAR Adjustment Mechanism
				(defined below).
2008 PERFORMANCE BASED INCENTIVE (2008 EIC)
Amount		Up to $2.25MM.		Up to $1.59MM in aggregate.
Payment Date		The later of a date that is on or about		Same.
		30 days following the release of the
		Company’s Audited 2008 financial results
		or 30 days after emergence from
		bankruptcy.

		Michael J. Burns Terms		Other Executives
Contingency		1) Achievement of 2008 EBITDAR of $375MM		1) Achievement of 2008 EBITDAR of $375MM for payment
		for payment of first $0.5MM.		of first $82,963 for Mr. Miller, $70,370 for Messrs.
				Stone, Stanage, and Goettel, and $59,259 for Mr.
		2) Payment of additional 100 bps on 2008		DeBacker.
		EBITDAR in excess of $375MM, subject to a
		cap of $450MM (up to $.75 MM).		2) Payment of 17 bps for Mr. Miller, 14 bps for
				Messrs. Stone, Stanage and Goettel, and 12 bps for Mr.
		3) Additional payment of 50 bps on 2008		DeBacker on 2007 EBITDAR in excess of $375MM, subject
		EBITDAR in excess of $450MM, subject to a		to a cap of $450MM.
		cap of $650MM (up to $1.0MM).
				3) Additional payment of 8 bps for Mr. Miller, 7 bps
				for Messrs. Stone, Stanage and Goettel, and 6 bps for
				Mr. DeBacker on 2007 EBITDAR in excess of $450MM,
				subject to a cap of $650MM.
Form of Payment		100% stock of the Reorganized Company.		Same.
EBITDAR Adjustment		EBITDAR in each of 2007 and 2008 for the		EBITDAR in each of 2007 and 2008 for the purposes of
Mechanism		purposes of the payment of 2007 and 2008		the payment of 2007 and 2008 EIC payments (excluding
		EIC payments (excluding the first $3MM		the first cash payment) shall be reduced by the
		cash payment) shall be reduced by the		following for claims in excess of the Unsecured Claims
		following for claims in excess of the		threshold:
		Unsecured Claims threshold:
				1) 12.5% of the first $75MM in additional claims;
		1) 12.5% of the first $75MM in
		additional claims;		2) 25% of the next $100MM in additional claims in
				excess of $75MM; and
		2) 25% of the next $100MM in additional
		claims in excess of $75MM; and		3) 75% of any additional clams in excess of $175MM.
		3) 75% of any additional clams in excess
		of $175MM.
Unsecured Claims		$2.850BN.		Same.
Threshold
NDA Agreements:		Non-compete, non-solicitation and		Non-compete, non-solicitation and non-disparagement
		non-disparagement agreements to be		agreements to be effective as follows:
		effective as follows:
				Each of Messrs Stanage, Stone, Miller, DeBacker and
		1) If Mr. Burns is terminated without		Goettel to enter a non-compete agreement with period
		cause or resigns for good reason prior to		of non-compete to be 12 months. No additional
		emergence, the period of non-compete is 6		consideraton for agreements.
		months and there shall be an allowed
		general unsecured claim in the amount of		Nothing in Mr. DeBacker’s NDA Agreement shall prevent
		$4MM (with recovery limited to $3MM less		Debtors, following his termination, from engaging Mr.
		any severance actually paid under section		DeBacker as a consultant, subject to court approval,
		503(c)(2) of the Bankruptcy Code) on		after notice and a hearing.
		account of Mr. Burns’ damage claims under
		his Employment Agreement.

		Michael J. Burns Terms		Other Executives
		2) If terminated after emergence, (or Mr.
		Burns resigns for good reason) the period
		of non-compete is one year and $3.0MM
		shall be paid ratably over 12-month
		period on account of Mr. Burns’ damage
		claims under his Employment Agreement.
		3) Allowed unsecured claim of Mr. Burns
		to be freely assignable after termination.
Pension Benefits:		60% of Mr. Burns’ Pension Benefits		100% of the Employment Agreements (including
		assumed, provided that there is no		Pension Benefits) of Messrs. Stone, Stanage and Miller
		termination of any employee pension		assumed, provided that there is no termination of any
		plans; 40% is a general unsecured claim.		employee pension plans. Otherwise, 100% is a general
		All post-petition accruals and credits to		unsecured claim. All post-petition accruals and
		be allowed as an administrative claim.		credits to be allowed as an administrative claim.
AIP:		Semiannual Payment.		Same.
		2006 semi-annual escrowed payments to be		2006 semi-annual payments already made.
		released when Executive Incentive
		Compensation deal is final.
Severance		Maximum amount permissible under		Same for Messrs. Stone, Stanage, Miller and DeBacker.
		Bankruptcy Code Section 503(c)(2).		Mr. Goettel to receive severance from Dana’s German
				operations as and only to extent required under local
				law in Germany.
DEFINITIONS
EBITDAR		Consolidated EBITDA as defined in typical		Same.
		bank agreement plus “non recurring”
		Chapter 11 restructuring expenses
		(including one-time operational
		restructuring charges) less EBITDAR
		Adjustment Mechanism.
		Note
		1) EBITDAR to be adjusted for material
		asset sales other than engine hard parts,
		fluids, pumps and trailer axles; and
		2) EBITDAR to exclude contributions from
		hard parts, fluids, pumps and trailer
		axles businesses and DCC.
OTHER
AIP		For the avoidance of doubt, Mr. Burn’s		Same.
		AIP is not part of the EIC and is covered
		by a separate agreement with metrics that
		are to be determined annually with input
		from the UCC.
Pmt of EIC in the Event of		If Mr. Burns is no longer employed		Same.
		post-emergence from chapter 11, Mr. Burns
		will be entitled to a contingent receivable

		Michael J. Burns Terms		Other Executives
Termination Post-Emergence		for his 2007 and 2008 EIC payments if
		contingency thresholds have been met.
Adjustment for Material		In the event that Dana pursues material		Same.
Divestitures		divestitures (other than engine hard
		parts, fluids, pumps, trailer axles and
		DCC), the thresholds for the EIC payments
		shall be adjusted to mutually agreed upon
		levels.

Exhibit 2

CONFIDENTIALITY, NON-COMPETE, NON-SOLICITATION,
NON-DISCLOSURE AND NON-DISPARAGEMENT AGREEMENT

          THIS CONFIDENTIALITY, NON-COMPETE, NON-SOLICITATION, NON-DISCLOSURE AND NON-DISPARAGEMENT AGREEMENT (the “Agreement”) is made and entered on the 16th day of May 2007 (the “Effective Date”), by and between Dana Corporation, a Virginia corporation, whose principal place of business is located at 4500 Dorr Street, Toledo, Ohio (the “Corporation”) and Michael J. Burns (the “Executive”), pursuant to the Memorandum Opinion of the United States Bankruptcy Court for the Southern District of New York dated November 30, 2006 (the “Opinion”), and an Order of the Bankruptcy Court dated December 18, 2006 (the “Order”).

WITNESSETH:

          WHEREAS, the Executive is an employee of the Corporation and serves the Corporation as its Chairman and Chief Executive Officer;

          WHEREAS, on March 3, 2006, the Corporation and forty of its Subsidiaries (the “Debtors”) filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of New York, Case No. 06-10354 (BRL) (jointly Administered), (the “Bankruptcy Cases”);

          WHEREAS, the Corporation and the Executive wish to resolve certain issues between them arising from or relating to the Executive’s service and employment with the Corporation.

NOW, THEREFORE, in consideration of the premises and the promises and agreements contained herein and other good and valuable consideration (including the Executive’s continued employment by the Corporation), the sufficiency and receipt of which are hereby acknowledged, and intending to be legally bound, the Corporation and the Executive agree as follows:

1. Confidential Information.

     (a) The Executive agrees not to disclose, either while in the Corporation’s employ or at any time thereafter, to any person not employed by the Corporation, or not engaged to render services to the Corporation, except with the prior written consent of an officer authorized to act in the matter by the Corporation’s Board of Directors (the “Board”), any confidential information of the Corporation, its Subsidiaries and Affiliates (both, as defined below) obtained by him while in the employ of the Corporation, including, without limitation, information relating to the finances, strategy, organization, operations, inventions, processes, formulae, plans, devices, compilations of information, methods of distribution, customers, supplies, client relationships, marketing strategies or trade secrets of the Corporation and its Subsidiaries and Affiliates; provided, however, that this provision shall not preclude the Executive from use or disclosure of information known generally to the public or of information not considered confidential by persons engaged in the business conducted by the Corporation or from disclosure required by law or court order if, in the case of such required disclosure, the Executive has given the

Corporation reasonable prior notice in order to permit the Corporation to take steps to protect the information from public disclosure. The agreement herein made in this Section 1(a) shall be in addition to, and not in limitation or derogation of, any obligations otherwise imposed by law upon the Executive in respect of confidential information and trade secrets of the Corporation, its Subsidiaries and Affiliates.

     (b) The Executive also agrees that upon leaving the Corporation’s employ he will not take with him, without the prior written consent of an officer authorized to act in the matter by the Board, and he will surrender to the Corporation any record, list, drawing, blueprint, specification or other document or property of the Corporation, its Subsidiaries and Affiliates, together with any copy and reproduction thereof, mechanical or otherwise, which is of a confidential nature relating to the Corporation, its Subsidiaries and Affiliates, or, without limitation, relating to its or their finances, strategy, organization, operations, inventions, processes, formulae, plans, devices, compilations of information, methods of distribution, customers, suppliers, client relationships, marketing strategies or trade secrets, or which was obtained by him or entrusted to him during the course of his employment with the Corporation.

2. Competition.

     (a) The Executive agrees that he will not engage in Competition at any time (i) while employed by the Corporation during the Employment Period and (ii), if applicable, (1) during the six (6) month period immediately following the termination of the Executive’s employment for any reason during the Bankruptcy Cases or (2) during the twelve (12) month period immediately following termination of the Executive’s employment for any reason after the conclusion of the Bankruptcy Cases (each, and collectively, the “Non-Competition Period”). In addition, following the termination of his employment for any reason, the Executive agrees that he will not make or publish any statement which is, or may reasonably be considered to be, disparaging of the Corporation or any of its Subsidiaries or Affiliates, or directors, officers or employees, or the operations, brands or products of the Corporation or any of its Subsidiaries or Affiliates, provided that nothing in this sentence shall prevent the Executive from making any truthful statements in connection with any legal proceeding or any investigations by the Corporation, any of its Subsidiaries or Affiliates or any governmental authority.

     (b) The word “Competition” for the purposes of this Agreement shall mean

     (i) taking a management position with or control of a business engaged in the design, development, manufacture, marketing or distribution of products which constituted 15% or more of the sales of the Corporation and its Subsidiaries and Affiliates during the last fiscal year of the Corporation preceding the termination of the Executive’s employment in any geographical area in which the Corporation, its Subsidiaries or Affiliates is at the time engaging in the design, development, manufacture, marketing or distribution of such products; provided, however, that in no event shall ownership of less than 5% of the outstanding capital stock entitled to vote for the election of directors of a corporation with a class of equity securities held of record by more than 500 persons, standing alone, be deemed Competition within the meaning of this Agreement,

     (ii) soliciting, encouraging, or inducing or attempting to solicit, encourage or induce any employee of the Corporation or any of its Subsidiaries or Affiliates to terminate his or her employment relationship with the Corporation or such Subsidiary or Affiliate,

     (iii) soliciting or attempting to solicit any person who is a customer of the businesses conducted by the Corporation and its Subsidiaries and Affiliates, or any business in which the Executive has been engaged on behalf of the Corporation and its Subsidiaries or Affiliates at any time during the Employment Period, in each case, with respect to any product or service being furnished, made, sold or leased, in each case in a material respect, to or by the Corporation or such Subsidiary or Affiliate; provided that the foregoing shall not apply to any business which has been sold or divested by the Corporation prior to the Termination Date, or

     (iv) persuading or seeking to persuade any customer of the Corporation or any of its Subsidiaries or Affiliates to cease to do business or to reduce the amount of business, in case in a material respect, which any supplier or customer has customarily done or contemplates doing with the Corporation or such Subsidiary or Affiliate, whether or not the relationship between the Corporation or its Subsidiary or Affiliate and such customer was originally established in whole or in part through the Executive’s efforts.

For purposes of Section 2(b)(iii) and (iv) only, during the portion of the Non-Competition Period following the termination of the Executive’s employment, the term “customer” shall mean a customer who has done business with the Corporation or any of its Subsidiaries or Affiliates within twelve months preceding the termination of the Executive’s employment.

     (c) If, at any time, the provisions of this Agreement shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope, the provisions of this Agreement shall be divisible and shall become immediately amended to cover only such area, duration or scope as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Executive agrees that Agreement as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.

     For all purposes of this Agreement, (1) a “Subsidiary” shall mean a corporation or other entity, of which 50% or more of the voting securities or other equity interests is owned directly, or indirectly through one or more intermediaries, by the Corporation, and (2) an “Affiliate” shall mean a corporation or other entity which is not a Subsidiary and which directly, or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, the Corporation. For the purpose of this definition, the terms “control,” “controls” and “controlled” mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a corporation or other entity, whether through the ownership of voting securities, by contract, or otherwise.

[The remainder of this page is intentionally blank.]

          IN WITNESS WHEREOF, the Corporation and the Executive have executed and delivered this Agreement as of the day and year first written above.

		DANA CORPORATION
		By:
		Its: Chairman, Compensation Committee
		Michael J. Burns

Exhibit 99.2

EXECUTIVE AGREEMENT

          This Agreement (the “Agreement”) made and entered into on May 16, 2007, by and between Dana Corporation, a Virginia corporation, whose principal place of business is located at 4500 Dorr Street, Toledo, Ohio (the “Corporation”), and Paul E. Miller (the “Executive”), effective as of December 31, 2006.

          WHEREAS, on March 3, 2006, the Corporation and forty of its Subsidiaries (the “Debtors”) filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of New York, Case No. 06-10354 (BRL) (Jointly Administered), (the “Bankruptcy Cases”); and

          WHEREAS, in accordance with the Memorandum Opinion of the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) dated November 30, 2006 (the “Opinion”), as supplemented by an Order of the Bankruptcy Court dated December 18, 2006 (the “Order”), the Corporation desires to enter into this agreement, subject to certain conditions and limitations, as provided herein (the “Agreement”) and the Order.

          NOW, THEREFORE, in consideration of the premises and of the covenants and agreements set forth herein, the Corporation and the Executive agree as follows:

1.

Base Salary. During the Bankruptcy Cases, the Executive shall be paid base salary at an annual rate of $375,000 (the “Annual Base Salary”), subject to increase upon Order of the Bankruptcy Court.

2.		(a)		Additional Benefits and Compensation.
				(i)		Annual Bonus. During the Executive’s employment, the Executive shall be eligible to receive annual short-term incentive awards or bonuses (each such award or bonus is hereinafter referred to as an “Annual Bonus”) pursuant to the Dana Corporation Annual Incentive Plan, and any successor or replacement plan (the Dana Corporation Annual Incentive Plan and such successor or replacement plans being referred to herein collectively as the “AIP”), in accordance with the terms thereof. Each Annual Bonus shall be determined and paid in accordance with the terms of the AIP.
				(ii)		The EIC Plan. The Corporation hereby adopts an Executive Incentive Compensation Plan for the Executive (the “EIC Plan”) under which the Executive shall be eligible for a 2007 performance based incentive bonus (the “2007 EIC”) and a 2008 performance based incentive bonus (the “2008 EIC”), subject to the terms and conditions set forth herein and in the Order. Except as otherwise provided for herein, the EIC payment shall only be earned and

payable if the Executive is employed at the end of the applicable fiscal year.

	(1)		The Executive shall be eligible for a 2007 EIC payment of up to $746,667. The first $497,778 shall be earned by the Executive upon the achievement by the Corporation of EBITDAR for 2007 of $250 million and shall be paid in cash on the later of (a) 30 days following the filing of the Corporation’s audited 2007 financial statements with the Securities and Exchange Commission (the “SEC”) and (b) 30 days after the Corporation’s Emergence (the applicable date, the “2007 EIC Payment Date”), provided that in the event that the Corporation achieves EBITDAR for 2007 in excess of $250 million, the Executive shall earn an additional 2007 EIC payment equal to 12.44445 basis points on EBITDAR for 2007 in excess of $250 million, up to a cap of $450 million (the “Additional 2007 EIC Payment”). For purposes of this Agreement, the term “EBITDAR” shall have the meaning set forth in the term sheet attached as Exhibit A to the Order which is attached hereto as Exhibit B and incorporated herein by reference. For purposes of this Agreement, “Emergence” shall mean consummation by the Corporation of (i) a plan of reorganization under the Bankruptcy Code (the “Plan”) or (ii) a sale of all or substantially all of the Corporation’s assets pursuant to section 363 of the Bankruptcy Code. The Additional 2007 EIC Payment shall be paid in common stock (“Common Stock”) of the reorganized Corporation on the 2007 EIC Payment Date.
	(2)		The Executive shall be eligible for a 2008 EIC payment of up to $373,334. The first $82,963 shall be earned by the Executive upon the achievement by the Corporation of EBITDAR for 2008 of $375 million, provided that in the event the Corporation achieves EBITDAR for 2008 in excess of $375 million, the Executive shall earn an additional 2008 EIC payment equal to (a) 17 basis points on EBITDAR for 2008 in excess of $375 million, up to a cap of $450 million, and (b) 8 basis points on EBITDAR for 2008 in excess of $450 million, up to a cap of $650 million. The entire 2008 EIC payment shall be paid in Common Stock on the later of (i) 30 days following the filing of the Corporation’s audited 2008 financial statements with the SEC and (ii) 30 days after the Corporation’s Emergence (the “2008 EIC Payment Date”).

	(3)		For purposes of determining the number of shares of Common Stock to be issued to the Executive under Sections 2(a)(ii)(1) and (2), the value of the Common Stock will be its average closing price on the principal U.S. stock exchange on which it is traded during the thirty days before the 2007 EIC Payment Date or the 2008 EIC Payment Date, as applicable.
	(4)		The 2007 EIC and 2008 EIC awards earned shall be subject to reduction under the “EBITDAR Adjustment Mechanism.” Under the EBITDAR Adjustment Mechanism, EBITDAR for the purposes of determining the minimum payment threshold for the 2007 EIC (excluding the first $497,778 cash payment in respect of the 2007 EIC award) and the 2008 EIC shall be reduced by unsecured claims allowed in the Bankruptcy Cases in excess of an unsecured claims threshold of $2.85 billion, as follows:

	(A)		12.5% of the first $75 million in additional claims;
	(B)		25% of the next $100 million in additional claims in excess of $75 million but not more than $175 million; and
	(C)		75% of any additional claims in excess of $175 million.

For purposes of this Agreement, the term “allowed in the Bankruptcy Cases” shall mean the earlier of (a) the allowance of an unsecured claim in the Bankruptcy Cases or (b) an agreement regarding potentially allowable claims between the Corporation and the official committee of unsecured creditors appointed in the Bankruptcy Cases, or its successor, as designated in the Plan.

	(b)		Maximum Bonus Compensation. Notwithstanding anything set forth herein, while the Bankruptcy Cases are pending the maximum annual compensation with respect to 2007 under Section 2(a) shall not exceed $1,529,220 (the “Maximum Annual Bonus Compensation”). For avoidance of doubt, the Maximum Annual Bonus Compensation shall not include (i) the Annual Base Salary and (ii) any payment made during a relevant fiscal year in respect of performance measures related to prior years.
	(c)		Retirement Benefits. Subject to the provisions hereof, with respect to the Executive’s Supplemental Retirement Benefit, as evidenced by the Supplemental Executive Retirement Plan, effective as of May 3, 2004 (the “SERP”), accrued as of March 3, 2006 (the “Accrued Benefit”), the Corporation shall assume the Accrued Benefit upon the earlier of (i)

			Emergence, or (ii) the Executive’s termination of employment by the Corporation without Cause (as defined in Section 3 below). All annual credits and interest credits accrued after March 3, 2006 with respect to the Supplemental Retirement Benefit shall be allowed in the Bankruptcy Cases as an administrative claim on the estate. However, if the Corporation’s defined benefit pension plans are terminated under either 29 U.S.C. § 1341 in a distress termination or 29 U.S.C. § 1342 in an involuntary termination, the Executive’s Accrued Benefit shall remain a general unsecured claim in the Bankruptcy Cases. Other than as provided herein, all other terms of the SERP shall remain in full force and effect.
	(d)		Change of Control Agreement. The Change of Control Agreement between the Corporation and the Executive dated May 3, 2004, shall be null and void.

3.

Certain Definitions. For purposes of this Agreement,

(a) “Disability” shall mean the absence of the Executive from the Executive’s duties with the Corporation on a full-time basis for 120 consecutive days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Corporation or its insurers and acceptable to the Executive or the Executive’s legal representative (such agreement as to acceptability not to be withheld unreasonably);

(b) “Cause” shall mean:

	(i)		the willful and continued failure of the Executive to perform substantially the Executive’s duties with the Corporation (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors of the Corporation (the “Board”), or a committee thereof, or the Chief Executive Officer, which specifically identifies the manner in which the Board, the committee or the Chief Executive Officer, as applicable, believes that the Executive has not substantially performed the Executive’s duties, or
	(ii)		the willful engaging by the Executive in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Corporation.

          For purposes of this provision, no act or failure to act, on the part of the Executive, shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Corporation. Any act, or failure to act, based upon authority given pursuant to a resolution

duly adopted by the Board or a committee thereof or upon the instructions of the Chief Executive Officer, or based upon the advice of counsel for the Corporation shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Corporation.

4.

At Will Employment; Obligations of the Corporation upon Termination of Employment. The Executive shall be employed by the Corporation at will, which means that either the Executive or the Corporation may terminate the employment relationship at any time and for any reason or no reason. Notwithstanding the foregoing, following the termination of the Executive’s employment, the Executive shall be entitled to the compensation and benefits provided for in this Section, as applicable depending on the circumstances of such termination.

(a)

Termination by the Corporation without Cause or due to death or Disability. If the Corporation shall terminate the Executive’s employment without Cause or if the Executive’s employment is terminated due to death or Disability, subject to and conditioned upon the execution by the Executive (or, if applicable, his estate) of, and his (or, as applicable, his estate) not revoking, a release in a form reasonably acceptable to the Corporation, the Executive (or, as applicable, his estate) shall be entitled to the following:

	(1)		a contingent receivable for his 2007 EIC and 2008 EIC payments if the applicable EBITDAR thresholds have been or are subsequently met; provided, however, that the 2007 EIC and 2008 EIC shall each be pro rated for the time worked during the applicable year, such pro rata EIC to be determined by multiplying the 2007 EIC or 2008 EIC, as applicable, by a fraction, the numerator of which is the number of days in the applicable year through the date of termination, and the denominator of which is 365,
	(2)		solely in the case of termination of employment by the Corporation without Cause (i) a lump sum cash severance payment equal to the maximum amount permissible under Section 503(c)(2) of the Bankruptcy Code, the amount to be calculated consensually with the Creditors’ Committee appointed in the Bankruptcy Cases, provided that, if no such consensus can be reached, the Bankruptcy Court shall determine the amount of such payment; and (ii) if the Executive timely elects COBRA continuation coverage, the Corporation shall pay that portion of the Executive’s COBRA premium that the Corporation would have been obligated to pay under the Dana Corporation Separation Plan for U.S. Employees; provided that the Corporation’s obligation under this subsection shall cease on the date the Executive becomes employed by a third party and is eligible

for coverage under the group benefits plan of the new employer.

     Payments made pursuant to Section 5 shall be made in lump sum on the later of (A) such time as they would otherwise be payable under this Agreement or the applicable benefit plans and (B) earliest date permissible under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

(b)

Cause; Termination by the Executive. If the Executive’s employment shall be terminated by the Corporation for Cause or if the Executive terminates his employment, the Corporation shall have no further obligations to the Executive under this Agreement other than the obligation to pay through the date of termination the Executive’s Annual Base Salary, any compensation previously earned, any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon), his vested benefits under any employee benefit plans maintained by the Corporation, including the SERP, and accrued but unused vacation pay, in each case to the extent not theretofore paid.

5.

Full Settlement. The Corporation’s obligation to make the payments provided for in this Agreement and under the SERP and otherwise to perform its obligations hereunder and under the SERP shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Corporation may have against the Executive or others.

6.

Confidential Information. The Executive shall execute contemporaneously with this Agreement, a Confidentiality, Non-Compete, Non-Solicitation, Non-Disclosure and Non-Disparagement Agreement in the form attached as Exhibit A (the “NDA Agreement”) which agreement shall supersede any and all agreements between the Corporation and the Executive relating to confidentiality, non-competition, non-solicitation, non-disclosure and non-disparagement.

7.

Successors. Except as otherwise provided herein, this Agreement shall be binding upon and shall inure to the benefit of the Executive, the Executive’s heirs and legal representatives, and the Corporation and its successors.

8.

Amendment or Modification; Waiver. No provision of this Agreement may be amended, modified or waived unless such amendment, modification or waiver shall be authorized by the Board (and, if the Corporation is still operating under Chapter 11, the Bankruptcy Court) or any authorized committee of the Board and shall be agreed to in writing, signed by the Executive and by an officer of the Corporation thereunto duly authorized. Except as otherwise specifically provided in this Agreement, no waiver by either party hereto of any breach by the other party hereto of any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of a subsequent breach of such condition or provision or a waiver of a similar or dissimilar provision or condition at the same time or at any prior or subsequent time.

9.

Miscellaneous.

	(a)		This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, without reference to principles of conflict of laws, and exclusive venue and jurisdiction shall lie in any federal or state court located in Ohio. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect.
	(b)		All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Executive, at the most recent address for the Executive in the Corporation records,

If to the Corporation:
Dana Corporation
P.O. Box 1000
Toledo, Ohio 43697
Attention: Secretary

or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.

	(c)		The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.
	(d)		The Corporation may withhold from any amounts payable under this Agreement such Federal, state or local taxes as it determines is required to be withheld pursuant to any applicable law or regulation.
	(e)		This Agreement (including exhibits hereto) and the SERP contain the entire agreement of the parties concerning the subject matter hereof, and all promises, representations, understandings, arrangements and prior agreements concerning the subject matter are merged herein and superseded hereby.
	(f)		No right, benefit or interest hereunder, shall be subject to anticipation, alienation, sale, assignment, encumbrance, charge, pledge, hypothecation, or set-off in respect of any claim, debt or obligation, or to execution, attachment, levy or similar process, or assignment by operation of law. Any attempt, voluntary or involuntary, to effect any action specified in the immediately preceding sentence shall, to the full extent permitted by law, be null, void and of no effect.

(g)

Nothing contained in this Agreement shall create or be construed to create a trust of any kind, or a fiduciary relationship between the Corporation and the Executive or any other person.

(h)

To the extent necessary to effectuate the terms of this Agreement, the terms of this Agreement (and the exhibits) which must survive the termination of the Executive’s employment or the termination of this Agreement (and the exhibits) shall so survive.

(i)

In the event of the Executive’s death or a judicial determination of Executive’s incompetence, reference in this Agreement to the Executive shall be deemed, where appropriate, to refer to Executive’s legal representative or, where appropriate, to Executive’s beneficiary.

(j)

If any event provided for in this Agreement is scheduled to take place on a legal holiday, such event shall take place on the next succeeding day that is not a legal holiday.

(k)

Section 409A of the Code. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Code. This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A of the Code shall have no force and effect until amended to comply with Section 409A of the Code (which amendment may be retroactive to the extent permitted by Section 409A and may be made by the Corporation without the consent of the Executive).

(l)

To the extent this Agreement is inconsistent with the terms and conditions of the Order, the Order shall govern.

          IN WITNESS WHEREOF, the Corporation has caused this Agreement to be signed by its duly authorized representative, and the Executive has executed this Agreement, as of the day and year first written above.

		DANA CORPORATION
		By:		/s/ R. B. Priory
				Chairman, Compensation Committee
				/s/ Paul E. Miller
				Paul E. Miller

EXHIBIT A

CONFIDENTIALITY, NON-COMPETE, NON-SOLICITATION,
NON-DISCLOSURE AND NON-DISPARAGEMENT AGREEMENT

          THIS CONFIDENTIALITY, NON-COMPETE, NON-SOLICITATION, NON-DISCLOSURE AND NON-DISPARAGEMENT AGREEMENT (the “Agreement”) is made and entered on the 16th day of May 2007 (the “Effective Date”), by and between Dana Corporation, a Virginia corporation, whose principal place of business is located at 4500 Dorr Street, Toledo, Ohio (the “Corporation”) and Paul E. Miller (the “Executive”), pursuant to the Memorandum Opinion of the United States Bankruptcy Court for the Southern District of New York dated November 30, 2006 (the “Opinion”), and an Order of the Bankruptcy Court dated December 18, 2006 (the “Order”).

WITNESSETH:

          WHEREAS, the Executive is an employee of the Corporation;

          WHEREAS, on March 3, 2006, the Corporation and forty of its Subsidiaries (the “Debtors”) filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of New York, Case No. 06-10354 (BRL) (jointly Administered), (the “Bankruptcy Cases”);

          WHEREAS, the Corporation and the Executive wish to resolve certain issues between them arising from or relating to the Executive’s service and employment with the Corporation.

          NOW, THEREFORE, in consideration of the premises and the promises and agreements contained herein and other good and valuable consideration (including the Executive’s continued employment by the Corporation), the sufficiency and receipt of which are hereby acknowledged, and intending to be legally bound, the Corporation and the Executive agree as follows:

1. Confidential Information.

     (a) The Executive agrees not to disclose, either while in the Corporation’s employ or at any time thereafter, to any person not employed by the Corporation, or not engaged to render services to the Corporation, except with the prior written consent of an officer authorized to act in the matter by the Corporation’s Board of Directors (the “Board”), any confidential information of the Corporation, its Subsidiaries and Affiliates (both, as defined below) obtained by him while in the employ of the Corporation, including, without limitation, information relating to the finances, strategy, organization, operations, inventions, processes, formulae, plans, devices, compilations of information, methods of distribution, customers, supplies, client relationships, marketing strategies or trade secrets of the Corporation and its Subsidiaries and Affiliates; provided, however, that this provision shall not preclude the Executive from use or disclosure of information known

generally to the public or of information not considered confidential by persons engaged in the business conducted by the Corporation or from disclosure required by law or court order if, in the case of such required disclosure, the Executive has given the Corporation reasonable prior notice in order to permit the Corporation to take steps to protect the information from public disclosure. The agreement herein made in this Section 1(a) shall be in addition to, and not in limitation or derogation of, any obligations otherwise imposed by law upon the Executive in respect of confidential information and trade secrets of the Corporation, its Subsidiaries and Affiliates.

     (b) The Executive also agrees that upon leaving the Corporation’s employ he will not take with him, without the prior written consent of an officer authorized to act in the matter by the Board, and he will surrender to the Corporation any record, list, drawing, blueprint, specification or other document or property of the Corporation, its Subsidiaries and Affiliates, together with any copy and reproduction thereof, mechanical or otherwise, which is of a confidential nature relating to the Corporation, its Subsidiaries and Affiliates, or, without limitation, relating to its or their finances, strategy, organization, operations, inventions, processes, formulae, plans, devices, compilations of information, methods of distribution, customers, suppliers, client relationships, marketing strategies or trade secrets, or which was obtained by him or entrusted to him during the course of his employment with the Corporation.

2. Competition.

     (a) The Executive agrees that he will not engage in Competition at any time while employed by the Corporation and during the twelve (12) month period immediately following termination of the Executive’s employment for any reason (the “Non-Competition Period”). In addition, following the termination of his employment for any reason, the Executive agrees that he will not make or publish any statement which is, or may reasonably be considered to be, disparaging of the Corporation or any of its Subsidiaries or Affiliates, or directors, officers or employees, or the operations, brands or products of the Corporation or any of its Subsidiaries or Affiliates, provided that nothing in this sentence shall prevent the Executive from making any truthful statement in connection with any legal proceeding or any investigations by the Corporation, any of its Subsidiaries or Affiliates or any governmental authority.

     (b) The word “Competition” for the purposes of this Agreement shall mean

     (i) taking a management position with or control of a business engaged in the design, development, manufacture, marketing or distribution of products which constituted 15% or more of the sales of the Corporation and its Subsidiaries and Affiliates during the last fiscal year of the Corporation preceding the termination of the Executive’s employment in any geographical area in which the Corporation, its Subsidiaries or Affiliates is at the time engaging in the design, development, manufacture, marketing or distribution of such products; provided, however, that in no event shall ownership of less than 5% of the outstanding capital stock entitled to vote for the election of directors of a corporation with a class of

equity securities held of record by more than 500 persons, standing alone, be deemed Competition within the meaning of this Agreement,

     (ii) soliciting, encouraging, or inducing or attempting to solicit, encourage or induce any employee of the Corporation or any of its Subsidiaries or Affiliates to terminate his or her employment relationship with the Corporation or such Subsidiary or Affiliate,

     (iii) soliciting or attempting to solicit any person who is a customer of the businesses conducted by the Corporation and its Subsidiaries and Affiliates, or any business in which the Executive has been engaged on behalf of the Corporation and its Subsidiaries or Affiliates at any time during his employment, in each case, with respect to any product or service being furnished, made, sold or leased, in a material respect, by the Corporation or such Subsidiary or Affiliate; provided that the foregoing shall not apply to any business which has been sold or divested by the Corporation prior to the date of termination, or

     (iv) persuading or seeking to persuade any customer of the Corporation or any of its Subsidiaries or Affiliates to cease to do business or to reduce the amount of business, in a material respect, which any customer has customarily done or contemplates doing with the Corporation or such Subsidiary or Affiliate, whether or not the relationship between the Corporation or its Subsidiary or Affiliate and such customer was originally established in whole or in part through the Executive’s efforts.

For purposes of Section 2(b)(iii) and (iv) only, during the portion of the Non-Competition Period following the termination of the Executive’s employment, the term “customer” shall mean a customer who has done business with the Corporation or any of its Subsidiaries or Affiliates within twelve months preceding the termination of the Executive’s employment.

     3. The Executive understands that the provisions of this Agreement may limit his ability to earn a livelihood in a business similar to the businesses of the Corporation and its Subsidiaries and Affiliates but nevertheless agrees and hereby acknowledges that the consideration provided by the Executive’s continued employment by the Corporation is sufficient to justify the restrictions contained in such provisions. In consideration thereof and in light of the Executive’s education, skills and abilities, the Executive agrees that he will not assert in any forum that such provisions prevent the Executive from earning a living or otherwise are void or unenforceable or should be held void or unenforceable.

     4. The Executive acknowledges and agrees that, by virtue of his position, services, and access to and use of confidential information, any violation by the Executive of any of the undertakings contained in this Agreement would cause the Corporation and if applicable, its Subsidiaries and/or Affiliates immediate, substantial and irreparable injury for which it or they have no adequate remedy at law. Accordingly, the Executive agrees and consents to the entry of an injunction or other equitable relief by a court of competent jurisdiction restraining any violation or threatened violation of any undertaking contained

in this Agreement. The Executive waives posting of any bond otherwise necessary to secure such injunction or other equitable relief. Rights and remedies provided for in this Agreement are cumulative and shall be in addition to rights and remedies otherwise available to the Corporation and its Subsidiaries and Affiliates under any other agreement or applicable law.

     5. If, at any time, the provisions of this Agreement shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope, the provisions of this Agreement shall be divisible and shall become immediately amended to cover only such area, duration or scope as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Executive agrees that Agreement as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.

     6. For all purposes of this Agreement, (1) a “Subsidiary” shall mean a corporation or other entity, of which 50% or more of the voting securities or other equity interests is owned directly, or indirectly through one or more intermediaries, by the Corporation, and (2) an “Affiliate” shall mean a corporation or other entity which is not a Subsidiary and which directly, or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, the Corporation. For the purpose of this definition, the terms “control,” “controls” and “controlled” mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a corporation or other entity, whether through the ownership of voting securities, by contract, or otherwise.

[The remainder of this page is intentionally blank.]

          IN WITNESS WHEREOF, the Corporation and the Executive have executed and delivered this Agreement as of the date set forth above.

		DANA CORPORATION
		By:
				Chairman, Compensation Committee
		Paul E. Miller

EXHIBIT B

[Omitted]

Exhibit 99.3

EXECUTIVE AGREEMENT

          This Agreement (the “Agreement”) made and entered into on May 16, 2007, by and between Dana Corporation, a Virginia corporation, whose principal place of business is located at 4500 Dorr Street, Toledo, Ohio (the “Corporation”), and Nick L. Stanage (the “Executive”), effective as of December 31, 2006.

          WHEREAS, on March 3, 2006, the Corporation and forty of its Subsidiaries (the “Debtors”) filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of New York, Case No. 06-10354 (BRL) (Jointly Administered), (the “Bankruptcy Cases”); and

          WHEREAS, in accordance with the Memorandum Opinion of the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) dated November 30, 2006 (the “Opinion”), as supplemented by an Order of the Bankruptcy Court dated December 18, 2006 (the “Order”), the Corporation desires to enter into this agreement, subject to certain conditions and limitations, as provided herein (the “Agreement”) and the Order.

          NOW, THEREFORE, in consideration of the premises and of the covenants and agreements set forth herein, the Corporation and the Executive agree as follows:

1.		Base Salary. During the Bankruptcy Cases, the Executive shall be paid base salary at an annual rate of $336,000 (the “Annual Base Salary”), subject to increase upon Order of the Bankruptcy Court.
2.		(a) Additional Benefits and Compensation.

	(i)		Annual Bonus. During the Executive’s employment, the Executive shall be eligible to receive annual short-term incentive awards or bonuses (each such award or bonus is hereinafter referred to as an “Annual Bonus”) pursuant to the Dana Corporation Annual Incentive Plan, and any successor or replacement plan (the Dana Corporation Annual Incentive Plan and such successor or replacement plans being referred to herein collectively as the “AIP”), in accordance with the terms thereof. Each Annual Bonus shall be determined and paid in accordance with the terms of the AIP.
	(ii)		The EIC Plan. The Corporation hereby adopts an Executive Incentive Compensation Plan for the Executive (the “EIC Plan”) under which the Executive shall be eligible for a 2007 performance based incentive bonus (the “2007 EIC”) and a 2008 performance based incentive bonus (the “2008 EIC”), subject to the terms and conditions set forth herein and in the Order. Except as otherwise provided for herein, the EIC payment shall only be earned and

payable if the Executive is employed at the end of the applicable fiscal year.

	(1)		The Executive shall be eligible for a 2007 EIC payment of up to $633,333. The first $422,222 shall be earned by the Executive upon the achievement by the Corporation of EBITDAR for 2007 of $250 million and shall be paid in cash on the later of (a) 30 days following the filing of the Corporation’s audited 2007 financial statements with the Securities and Exchange Commission (the “SEC”) and (b) 30 days after the Corporation’s Emergence (the applicable date, the “2007 EIC Payment Date”), provided that in the event that the Corporation achieves EBITDAR for 2007 in excess of $250 million, the Executive shall earn an additional 2007 EIC payment equal to 10.55555 basis points on EBITDAR for 2007 in excess of $250 million, up to a cap of $450 million (the “Additional 2007 EIC Payment”). For purposes of this Agreement, the term “EBITDAR” shall have the meaning set forth in the term sheet attached as Exhibit A to the Order which is attached hereto as Exhibit B and incorporated herein by reference. For purposes of this Agreement, “Emergence” shall mean consummation by the Corporation of (i) a plan of reorganization under the Bankruptcy Code (the “Plan”) or (ii) a sale of all or substantially all of the Corporation’s assets pursuant to section 363 of the Bankruptcy Code. The Additional 2007 EIC Payment shall be paid in common stock (“Common Stock”) of the reorganized Corporation on the 2007 EIC Payment Date.
	(2)		The Executive shall be eligible for a 2008 EIC payment of up to $316,667. The first $70,370 shall be earned by the Executive upon the achievement by the Corporation of EBITDAR for 2008 of $375 million, provided that in the event the Corporation achieves EBITDAR for 2008 in excess of $375 million, the Executive shall earn an additional 2008 EIC payment equal to (a) 14 basis points on EBITDAR for 2008 in excess of $375 million, up to a cap of $450 million, and (b) 7 basis points on EBITDAR for 2008 in excess of $450 million, up to a cap of $650 million. The entire 2008 EIC payment shall be paid in Common Stock on the later of (i) 30 days following the filing of the Corporation’s audited 2008 financial statements with the SEC and (ii) 30 days after the Corporation’s Emergence (the “2008 EIC Payment Date”).

	(3)		For purposes of determining the number of shares of Common Stock to be issued to the Executive under Sections 2(a)(ii)(1) and (2), the value of the Common Stock will be its average closing price on the principal U.S. stock exchange on which it is traded during the thirty days before the 2007 EIC Payment Date or the 2008 EIC Payment Date, as applicable.
	(4)		The 2007 EIC and 2008 EIC awards earned shall be subject to reduction under the “EBITDAR Adjustment Mechanism.” Under the EBITDAR Adjustment Mechanism, EBITDAR for the purposes of determining the minimum payment threshold for the 2007 EIC (excluding the first $422,222 cash payment in respect of the 2007 EIC award) and the 2008 EIC shall be reduced by unsecured claims allowed in the Bankruptcy Cases in excess of an unsecured claims threshold of $2.85 billion, as follows:

	(A)		12.5% of the first $75 million in additional claims;
	(B)		25% of the next $100 million in additional claims in excess of $75 million but not more than $175 million; and
	(C)		75% of any additional claims in excess of $175 million.

For purposes of this Agreement, the term “allowed in the Bankruptcy Cases” shall mean the earlier of (a) the allowance of an unsecured claim in the Bankruptcy Cases or (b) an agreement regarding potentially allowable claims between the Corporation and the official committee of unsecured creditors appointed in the Bankruptcy Cases, or its successor, as designated in the Plan.

	(b)		Maximum Bonus Compensation. Notwithstanding anything set forth herein, while the Bankruptcy Cases are pending the maximum annual compensation with respect to 2007 under Section 2(a) shall not exceed $1,217,638 (the “Maximum Annual Bonus Compensation”). For avoidance of doubt, the Maximum Annual Bonus Compensation shall not include (i) the Annual Base Salary and (ii) any payment made during a relevant fiscal year in respect of performance measures related to prior years.
	(c)		Retirement Benefits. Subject to the provisions hereof, with respect to the Executive’s Supplemental Retirement Benefit, as evidenced by the Supplemental Executive Retirement Plan, effective as of August 29, 2005 (the “SERP”), accrued as of March 3, 2006 (the “Accrued Benefit”), the Corporation shall assume the Accrued Benefit upon the earlier of (i)

Emergence, or (ii) the Executive’s termination of employment by the Corporation without Cause (as defined in Section 3 below). All annual credits and interest credits accrued after March 3, 2006 with respect to the Supplemental Retirement Benefit shall be allowed in the Bankruptcy Cases as an administrative claim on the estate. However, if the Corporation’s defined benefit pension plans are terminated under either 29 U.S.C. § 1341 in a distress termination or 29 U.S.C. § 1342 in an involuntary termination, the Executive’s Accrued Benefit shall remain a general unsecured claim in the Bankruptcy Cases. Other than as provided herein, all other terms of the SERP shall remain in full force and effect.

3.		Certain Definitions. For purposes of this Agreement,
		(a) “Disability” shall mean the absence of the Executive from the Executive’s duties with the Corporation on a full-time basis for 120 consecutive days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Corporation or its insurers and acceptable to the Executive or the Executive’s legal representative (such agreement as to acceptability not to be withheld unreasonably);
		(b) “Cause” shall mean:

	(i)		the willful and continued failure of the Executive to perform substantially the Executive’s duties with the Corporation (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors of the Corporation (the “Board”), or a committee thereof, or the Chief Executive Officer, which specifically identifies the manner in which the Board, the committee or the Chief Executive Officer, as applicable, believes that the Executive has not substantially performed the Executive’s duties, or
	(ii)		the willful engaging by the Executive in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Corporation.

     For purposes of this provision, no act or failure to act, on the part of the Executive, shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Corporation. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or a committee thereof or upon the instructions of the Chief Executive Officer, or based upon the advice of counsel for the Corporation shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Corporation.

4.

At Will Employment; Obligations of the Corporation upon Termination of Employment. The Executive shall be employed by the Corporation at will, which means that either the Executive or the Corporation may terminate the employment relationship at any time and for any reason or no reason. Notwithstanding the foregoing, following the termination of the Executive’s employment, the Executive shall be entitled to the compensation and benefits provided for in this Section, as applicable depending on the circumstances of such termination.

(a)

Termination by the Corporation without Cause or due to death or Disability. If the Corporation shall terminate the Executive’s employment without Cause or if the Executive’s employment is terminated due to death or Disability, subject to and conditioned upon the execution by the Executive (or, if applicable, his estate) of, and his (or, as applicable, his estate) not revoking, a release in a form reasonably acceptable to the Corporation, the Executive (or, as applicable, his estate) shall be entitled to the following:

	(1)		a contingent receivable for his 2007 EIC and 2008 EIC payments if the applicable EBITDAR thresholds have been or are subsequently met; provided, however, that the 2007 EIC and 2008 EIC shall each be pro rated for the time worked during the applicable year, such pro rata EIC to be determined by multiplying the 2007 EIC or 2008 EIC, as applicable, by a fraction, the numerator of which is the number of days in the applicable year through the date of termination, and the denominator of which is 365,
	(2)		solely in the case of termination of employment by the Corporation without Cause (i) a lump sum cash severance payment equal to the maximum amount permissible under Section 503(c)(2) of the Bankruptcy Code, the amount to be calculated consensually with the Creditors’ Committee appointed in the Bankruptcy Cases, provided that, if no such consensus can be reached, the Bankruptcy Court shall determine the amount of such payment; and (ii) if the Executive timely elects COBRA continuation coverage, the Corporation shall pay that portion of the Executive’s COBRA premium that the Corporation would have been obligated to pay under the Dana Corporation Separation Plan for U.S. Employees; provided that the Corporation’s obligation under this subsection shall cease on the date the Executive becomes employed by a third party and is eligible for coverage under the group benefits plan of the new employer.

     Payments made pursuant to Section 5 shall be made in lump sum on the later of (A) such time as they would otherwise be payable under this Agreement or the applicable

benefit plans and (B) earliest date permissible under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

(b)

Cause; Termination by the Executive. If the Executive’s employment shall be terminated by the Corporation for Cause or if the Executive terminates his employment, the Corporation shall have no further obligations to the Executive under this Agreement other than the obligation to pay through the date of termination the Executive’s Annual Base Salary, any compensation previously earned, any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon), his vested benefits under any employee benefit plans maintained by the Corporation, including the SERP, and accrued but unused vacation pay, in each case to the extent not theretofore paid.

5.		Full Settlement. The Corporation’s obligation to make the payments provided for in this Agreement and under the SERP and otherwise to perform its obligations hereunder and under the SERP shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Corporation may have against the Executive or others.
6.		Confidential Information. The Executive shall execute contemporaneously with this Agreement, a Confidentiality, Non-Compete, Non-Solicitation, Non-Disclosure and Non-Disparagement Agreement in the form attached as Exhibit A (the “NDA Agreement”) which agreement shall supersede any and all agreements between the Corporation and the Executive relating to confidentiality, non-competition, non-solicitation, non-disclosure and non-disparagement.
7.		Successors. Except as otherwise provided herein, this Agreement shall be binding upon and shall inure to the benefit of the Executive, the Executive’s heirs and legal representatives, and the Corporation and its successors.
8.		Amendment or Modification; Waiver. No provision of this Agreement may be amended, modified or waived unless such amendment, modification or waiver shall be authorized by the Board (and, if the Corporation is still operating under Chapter 11, the Bankruptcy Court) or any authorized committee of the Board and shall be agreed to in writing, signed by the Executive and by an officer of the Corporation thereunto duly authorized. Except as otherwise specifically provided in this Agreement, no waiver by either party hereto of any breach by the other party hereto of any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of a subsequent breach of such condition or provision or a waiver of a similar or dissimilar provision or condition at the same time or at any prior or subsequent time.
9.		Miscellaneous.

(a)

This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, without reference to principles of conflict of laws,

			and exclusive venue and jurisdiction shall lie in any federal or state court located in Ohio. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect.
	(b)		All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Executive, at the most recent address for the Executive in the Corporation records,

If to the Corporation:
Dana Corporation
P.O. Box 1000
Toledo, Ohio 43697
Attention: Secretary

or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.

	(c)		The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.
	(d)		The Corporation may withhold from any amounts payable under this Agreement such Federal, state or local taxes as it determines is required to be withheld pursuant to any applicable law or regulation.
	(e)		This Agreement (including exhibits hereto) and the SERP contain the entire agreement of the parties concerning the subject matter hereof, and all promises, representations, understandings, arrangements and prior agreements concerning the subject matter are merged herein and superseded hereby.
	(f)		No right, benefit or interest hereunder, shall be subject to anticipation, alienation, sale, assignment, encumbrance, charge, pledge, hypothecation, or set-off in respect of any claim, debt or obligation, or to execution, attachment, levy or similar process, or assignment by operation of law. Any attempt, voluntary or involuntary, to effect any action specified in the immediately preceding sentence shall, to the full extent permitted by law, be null, void and of no effect.
	(g)		Nothing contained in this Agreement shall create or be construed to create a trust of any kind, or a fiduciary relationship between the Corporation and the Executive or any other person.

(h)		To the extent necessary to effectuate the terms of this Agreement, the terms of this Agreement (and the exhibits) which must survive the termination of the Executive’s employment or the termination of this Agreement (and the exhibits) shall so survive.
(i)		In the event of the Executive’s death or a judicial determination of Executive’s incompetence, reference in this Agreement to the Executive shall be deemed, where appropriate, to refer to Executive’s legal representative or, where appropriate, to Executive’s beneficiary.
(j)		If any event provided for in this Agreement is scheduled to take place on a legal holiday, such event shall take place on the next succeeding day that is not a legal holiday.
(k)		Section 409A of the Code. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Code. This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A of the Code shall have no force and effect until amended to comply with Section 409A of the Code (which amendment may be retroactive to the extent permitted by Section 409A and may be made by the Corporation without the consent of the Executive).
(l)		To the extent this Agreement is inconsistent with the terms and conditions of the Order, the Order shall govern.

          IN WITNESS WHEREOF, the Corporation has caused this Agreement to be signed by its duly authorized representative, and the Executive has executed this Agreement, as of the day and year first written above.

		DANA CORPORATION
		By:		/s/ R. B. Priory
				Chairman, Compensation Committee
				/s/ N. L. Stanage
				Nick L. Stanage

EXHIBIT A

CONFIDENTIALITY, NON-COMPETE, NON-SOLICITATION,
NON-DISCLOSURE AND NON-DISPARAGEMENT AGREEMENT

          THIS CONFIDENTIALITY, NON-COMPETE, NON-SOLICITATION, NON-DISCLOSURE AND NON-DISPARAGEMENT AGREEMENT (the “Agreement”) is made and entered on the 16th day of May 2007 (the “Effective Date”), by and between Dana Corporation, a Virginia corporation, whose principal place of business is located at 4500 Dorr Street, Toledo, Ohio (the “Corporation”) and Nick L. Stanage (the “Executive”), pursuant to the Memorandum Opinion of the United States Bankruptcy Court for the Southern District of New York dated November 30, 2006 (the “Opinion”), and an Order of the Bankruptcy Court dated December 18, 2006 (the “Order”).

WITNESSETH:

          WHEREAS, the Executive is an employee of the Corporation;

          WHEREAS, on March 3, 2006, the Corporation and forty of its Subsidiaries (the “Debtors”) filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of New York, Case No. 06-10354 (BRL) (jointly Administered), (the “Bankruptcy Cases”);

          WHEREAS, the Corporation and the Executive wish to resolve certain issues between them arising from or relating to the Executive’s service and employment with the Corporation.

          NOW, THEREFORE, in consideration of the premises and the promises and agreements contained herein and other good and valuable consideration (including the Executive’s continued employment by the Corporation), the sufficiency and receipt of which are hereby acknowledged, and intending to be legally bound, the Corporation and the Executive agree as follows:

1. Confidential Information.

     (a) The Executive agrees not to disclose, either while in the Corporation’s employ or at any time thereafter, to any person not employed by the Corporation, or not engaged to render services to the Corporation, except with the prior written consent of an officer authorized to act in the matter by the Corporation’s Board of Directors (the “Board”), any confidential information of the Corporation, its Subsidiaries and Affiliates (both, as defined below) obtained by him while in the employ of the Corporation, including, without limitation, information relating to the finances, strategy, organization, operations, inventions, processes, formulae, plans, devices, compilations of information, methods of distribution, customers, supplies, client relationships, marketing strategies or trade secrets of the Corporation and its Subsidiaries and Affiliates; provided, however, that this provision shall not preclude the Executive from use or disclosure of information known

generally to the public or of information not considered confidential by persons engaged in the business conducted by the Corporation or from disclosure required by law or court order if, in the case of such required disclosure, the Executive has given the Corporation reasonable prior notice in order to permit the Corporation to take steps to protect the information from public disclosure. The agreement herein made in this Section 1(a) shall be in addition to, and not in limitation or derogation of, any obligations otherwise imposed by law upon the Executive in respect of confidential information and trade secrets of the Corporation, its Subsidiaries and Affiliates.

     (b) The Executive also agrees that upon leaving the Corporation’s employ he will not take with him, without the prior written consent of an officer authorized to act in the matter by the Board, and he will surrender to the Corporation any record, list, drawing, blueprint, specification or other document or property of the Corporation, its Subsidiaries and Affiliates, together with any copy and reproduction thereof, mechanical or otherwise, which is of a confidential nature relating to the Corporation, its Subsidiaries and Affiliates, or, without limitation, relating to its or their finances, strategy, organization, operations, inventions, processes, formulae, plans, devices, compilations of information, methods of distribution, customers, suppliers, client relationships, marketing strategies or trade secrets, or which was obtained by him or entrusted to him during the course of his employment with the Corporation.

2. Competition.

     (a) The Executive agrees that he will not engage in Competition at any time while employed by the Corporation and during the twelve (12) month period immediately following termination of the Executive’s employment for any reason (the “Non-Competition Period”). In addition, following the termination of his employment for any reason, the Executive agrees that he will not make or publish any statement which is, or may reasonably be considered to be, disparaging of the Corporation or any of its Subsidiaries or Affiliates, or directors, officers or employees, or the operations, brands or products of the Corporation or any of its Subsidiaries or Affiliates, provided that nothing in this sentence shall prevent the Executive from making any truthful statement in connection with any legal proceeding or any investigations by the Corporation, any of its Subsidiaries or Affiliates or any governmental authority.

     (b) The word “Competition” for the purposes of this Agreement shall mean

     (i) taking a management position with or control of a business engaged in the design, development, manufacture, marketing or distribution of products which constituted 15% or more of the sales of the Corporation and its Subsidiaries and Affiliates during the last fiscal year of the Corporation preceding the termination of the Executive’s employment in any geographical area in which the Corporation, its Subsidiaries or Affiliates is at the time engaging in the design, development, manufacture, marketing or distribution of such products; provided, however, that in no event shall ownership of less than 5% of the outstanding capital stock entitled to vote for the election of directors of a corporation with a class of

equity securities held of record by more than 500 persons, standing alone, be deemed Competition within the meaning of this Agreement,

     (ii) soliciting, encouraging, or inducing or attempting to solicit, encourage or induce any employee of the Corporation or any of its Subsidiaries or Affiliates to terminate his or her employment relationship with the Corporation or such Subsidiary or Affiliate,

     (iii) soliciting or attempting to solicit any person who is a customer of the businesses conducted by the Corporation and its Subsidiaries and Affiliates, or any business in which the Executive has been engaged on behalf of the Corporation and its Subsidiaries or Affiliates at any time during his employment, in each case, with respect to any product or service being furnished, made, sold or leased, in a material respect, by the Corporation or such Subsidiary or Affiliate; provided that the foregoing shall not apply to any business which has been sold or divested by the Corporation prior to the date of termination, or

     (iv) persuading or seeking to persuade any customer of the Corporation or any of its Subsidiaries or Affiliates to cease to do business or to reduce the amount of business, in a material respect, which any customer has customarily done or contemplates doing with the Corporation or such Subsidiary or Affiliate, whether or not the relationship between the Corporation or its Subsidiary or Affiliate and such customer was originally established in whole or in part through the Executive’s efforts.

For purposes of Section 2(b)(iii) and (iv) only, during the portion of the Non-Competition Period following the termination of the Executive’s employment, the term “customer” shall mean a customer who has done business with the Corporation or any of its Subsidiaries or Affiliates within twelve months preceding the termination of the Executive’s employment.

     3. The Executive understands that the provisions of this Agreement may limit his ability to earn a livelihood in a business similar to the businesses of the Corporation and its Subsidiaries and Affiliates but nevertheless agrees and hereby acknowledges that the consideration provided by the Executive’s continued employment by the Corporation is sufficient to justify the restrictions contained in such provisions. In consideration thereof and in light of the Executive’s education, skills and abilities, the Executive agrees that he will not assert in any forum that such provisions prevent the Executive from earning a living or otherwise are void or unenforceable or should be held void or unenforceable.

     4. The Executive acknowledges and agrees that, by virtue of his position, services, and access to and use of confidential information, any violation by the Executive of any of the undertakings contained in this Agreement would cause the Corporation and if applicable, its Subsidiaries and/or Affiliates immediate, substantial and irreparable injury for which it or they have no adequate remedy at law. Accordingly, the Executive agrees and consents to the entry of an injunction or other equitable relief by a court of competent jurisdiction restraining any violation or threatened violation of any undertaking contained

in this Agreement. The Executive waives posting of any bond otherwise necessary to secure such injunction or other equitable relief. Rights and remedies provided for in this Agreement are cumulative and shall be in addition to rights and remedies otherwise available to the Corporation and its Subsidiaries and Affiliates under any other agreement or applicable law.

     5. If, at any time, the provisions of this Agreement shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope, the provisions of this Agreement shall be divisible and shall become immediately amended to cover only such area, duration or scope as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Executive agrees that Agreement as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.

     6. For all purposes of this Agreement, (1) a “Subsidiary” shall mean a corporation or other entity, of which 50% or more of the voting securities or other equity interests is owned directly, or indirectly through one or more intermediaries, by the Corporation, and (2) an “Affiliate” shall mean a corporation or other entity which is not a Subsidiary and which directly, or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, the Corporation. For the purpose of this definition, the terms “control,” “controls” and “controlled” mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a corporation or other entity, whether through the ownership of voting securities, by contract, or otherwise.

[The remainder of this page is intentionally blank.]

          IN WITNESS WHEREOF, the Corporation and the Executive have executed and delivered this Agreement as of the date set forth above.

		DANA CORPORATION
		By:
				Chairman, Compensation Committee
		Nick L. Stanage

EXHIBIT B

[Omitted]

Exhibit 99.4

EXECUTIVE AGREEMENT

     This Agreement (the “Agreement”) made and entered into on May 16, 2007, by and between Dana Corporation, a Virginia corporation, whose principal place of business is located at 4500 Dorr Street, Toledo, Ohio (the “Corporation”), and Tom Stone (the “Executive”), effective as of December 31, 2006.

     WHEREAS, on March 3, 2006, the Corporation and forty of its Subsidiaries (the “Debtors”) filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of New York, Case No. 06-10354 (BRL) (Jointly Administered), (the “Bankruptcy Cases”); and

     WHEREAS, in accordance with the Memorandum Opinion of the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) dated November 30, 2006 (the “Opinion”), as supplemented by an Order of the Bankruptcy Court dated December 18, 2006 (the “Order”), the Corporation desires to enter into this agreement, subject to certain conditions and limitations, as provided herein (the “Agreement”) and the Order.

     NOW, THEREFORE, in consideration of the premises and of the covenants and agreements set forth herein, the Corporation and the Executive agree as follows:

1.		Base Salary. During the Bankruptcy Cases, the Executive shall be paid base salary at an annual rate of $440,000 (the “Annual Base Salary”), subject to increase upon Order of the Bankruptcy Court.
2.		(a) Additional Benefits and Compensation.

	(i)		Annual Bonus. During the Executive’s employment, the Executive shall be eligible to receive annual short-term incentive awards or bonuses (each such award or bonus is hereinafter referred to as an “Annual Bonus”) pursuant to the Dana Corporation Annual Incentive Plan, and any successor or replacement plan (the Dana Corporation Annual Incentive Plan and such successor or replacement plans being referred to herein collectively as the “AIP”), in accordance with the terms thereof. Each Annual Bonus shall be determined and paid in accordance with the terms of the AIP.
	(ii)		The EIC Plan. The Corporation hereby adopts an Executive Incentive Compensation Plan for the Executive (the “EIC Plan”) under which the Executive shall be eligible for a 2007 performance based incentive bonus (the “2007 EIC”) and a 2008 performance based incentive bonus (the “2008 EIC”), subject to the terms and conditions set forth herein and in the Order. Except as otherwise provided for herein, the EIC payment shall only be earned and

payable if the Executive is employed at the end of the applicable fiscal year.

	(1)		The Executive shall be eligible for a 2007 EIC payment of up to $633,333. The first $422,222 shall be earned by the Executive upon the achievement by the Corporation of EBITDAR for 2007 of $250 million and shall be paid in cash on the later of (a) 30 days following the filing of the Corporation’s audited 2007 financial statements with the Securities and Exchange Commission (the “SEC”) and (b) 30 days after the Corporation’s Emergence (the applicable date, the “2007 EIC Payment Date”), provided that in the event that the Corporation achieves EBITDAR for 2007 in excess of $250 million, the Executive shall earn an additional 2007 EIC payment equal to 10.55555 basis points on EBITDAR for 2007 in excess of $250 million, up to a cap of $450 million (the “Additional 2007 EIC Payment”). For purposes of this Agreement, the term “EBITDAR” shall have the meaning set forth in the term sheet attached as Exhibit A to the Order which is attached hereto as Exhibit B and incorporated herein by reference. For purposes of this Agreement, “Emergence” shall mean consummation by the Corporation of (i) a plan of reorganization under the Bankruptcy Code (the “Plan”) or (ii) a sale of all or substantially all of the Corporation’s assets pursuant to section 363 of the Bankruptcy Code. The Additional 2007 EIC Payment shall be paid in common stock (“Common Stock”) of the reorganized Corporation on the 2007 EIC Payment Date.
	(2)		The Executive shall be eligible for a 2008 EIC payment of up to $316,667. The first $70,370 shall be earned by the Executive upon the achievement by the Corporation of EBITDAR for 2008 of $375 million, provided that in the event the Corporation achieves EBITDAR for 2008 in excess of $375 million, the Executive shall earn an additional 2008 EIC payment equal to (a) 14 basis points on EBITDAR for 2008 in excess of $375 million, up to a cap of $450 million, and (b) 7 basis points on EBITDAR for 2008 in excess of $450 million, up to a cap of $650 million. The entire 2008 EIC payment shall be paid in Common Stock on the later of (i) 30 days following the filing of the Corporation’s audited 2008 financial statements with the SEC and (ii) 30 days after the Corporation’s Emergence (the “2008 EIC Payment Date”).

	(3)		For purposes of determining the number of shares of Common Stock to be issued to the Executive under Sections 2(a)(ii)(1) and (2), the value of the Common Stock will be its average closing price on the principal U.S. stock exchange on which it is traded during the thirty days before the 2007 EIC Payment Date or the 2008 EIC Payment Date, as applicable.
	(4)		The 2007 EIC and 2008 EIC awards earned shall be subject to reduction under the “EBITDAR Adjustment Mechanism.” Under the EBITDAR Adjustment Mechanism, EBITDAR for the purposes of determining the minimum payment threshold for the 2007 EIC (excluding the first $422,222 cash payment in respect of the 2007 EIC award) and the 2008 EIC shall be reduced by unsecured claims allowed in the Bankruptcy Cases in excess of an unsecured claims threshold of $2.85 billion, as follows:

	(A)		12.5% of the first $75 million in additional claims;
	(B)		25% of the next $100 million in additional claims in excess of $75 million but not more than $175 million; and
	(C)		75% of any additional claims in excess of $175 million.

For purposes of this Agreement, the term “allowed in the Bankruptcy Cases” shall mean the earlier of (a) the allowance of an unsecured claim in the Bankruptcy Cases or (b) an agreement regarding potentially allowable claims between the Corporation and the official committee of unsecured creditors appointed in the Bankruptcy Cases, or its successor, as designated in the Plan.

	(b)		Maximum Bonus Compensation. Notwithstanding anything set forth herein, while the Bankruptcy Cases are pending the maximum annual compensation with respect to 2007 under Section 2(a) shall not exceed $1,551,526 (the “Maximum Annual Bonus Compensation”). For avoidance of doubt, the Maximum Annual Bonus Compensation shall not include (i) the Annual Base Salary and (ii) any payment made during a relevant fiscal year in respect of performance measures related to prior years.
	(c)		Retirement Benefits. Subject to the provisions hereof, with respect to the Executive’s Supplemental Retirement Benefit, as evidenced by the Supplemental Executive Retirement Plan, effective as of June 27, 2005 (the “SERP”), accrued as of March 3, 2006 (the “Accrued Benefit”), the Corporation shall assume the Accrued Benefit upon the earlier of (i)

Emergence, or (ii) the Executive’s termination of employment by the Corporation without Cause (as defined in Section 3 below). All annual credits and interest credits accrued after March 3, 2006 with respect to the Supplemental Retirement Benefit shall be allowed in the Bankruptcy Cases as an administrative claim on the estate. However, if the Corporation’s defined benefit pension plans are terminated under either 29 U.S.C. § 1341 in a distress termination or 29 U.S.C. § 1342 in an involuntary termination, the Executive’s Accrued Benefit shall remain a general unsecured claim in the Bankruptcy Cases. Other than as provided herein, all other terms of the SERP shall remain in full force and effect.

3.

Certain Definitions. For purposes of this Agreement,

(a) “Disability” shall mean the absence of the Executive from the Executive’s duties with the Corporation on a full-time basis for 120 consecutive days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Corporation or its insurers and acceptable to the Executive or the Executive’s legal representative (such agreement as to acceptability not to be withheld unreasonably);

(b) “Cause” shall mean:

	(i)		the willful and continued failure of the Executive to perform substantially the Executive’s duties with the Corporation (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors of the Corporation (the “Board”), or a committee thereof, or the Chief Executive Officer, which specifically identifies the manner in which the Board, the committee or the Chief Executive Officer, as applicable, believes that the Executive has not substantially performed the Executive’s duties, or
	(ii)		the willful engaging by the Executive in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Corporation.

     For purposes of this provision, no act or failure to act, on the part of the Executive, shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Corporation. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or a committee thereof or upon the instructions of the Chief Executive Officer, or based upon the advice of counsel for the Corporation shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Corporation.

4.

At Will Employment; Obligations of the Corporation upon Termination of Employment. The Executive shall be employed by the Corporation at will, which means that either the Executive or the Corporation may terminate the employment relationship at any time and for any reason or no reason. Notwithstanding the foregoing, following the termination of the Executive’s employment, the Executive shall be entitled to the compensation and benefits provided for in this Section, as applicable depending on the circumstances of such termination.

(a)

Termination by the Corporation without Cause or due to death or Disability. If the Corporation shall terminate the Executive’s employment without Cause or if the Executive’s employment is terminated due to death or Disability, subject to and conditioned upon the execution by the Executive (or, if applicable, his estate) of, and his (or, as applicable, his estate) not revoking, a release in a form reasonably acceptable to the Corporation, the Executive (or, as applicable, his estate) shall be entitled to the following:

	(1)		a contingent receivable for his 2007 EIC and 2008 EIC payments if the applicable EBITDAR thresholds have been or are subsequently met; provided, however, that the 2007 EIC and 2008 EIC shall each be pro rated for the time worked during the applicable year, such pro rata EIC to be determined by multiplying the 2007 EIC or 2008 EIC, as applicable, by a fraction, the numerator of which is the number of days in the applicable year through the date of termination, and the denominator of which is 365,
	(2)		solely in the case of termination of employment by the Corporation without Cause (i) a lump sum cash severance payment equal to the maximum amount permissible under Section 503(c)(2) of the Bankruptcy Code, the amount to be calculated consensually with the Creditors’ Committee appointed in the Bankruptcy Cases, provided that, if no such consensus can be reached, the Bankruptcy Court shall determine the amount of such payment; and (ii) if the Executive timely elects COBRA continuation coverage, the Corporation shall pay that portion of the Executive’s COBRA premium that the Corporation would have been obligated to pay under the Dana Corporation Separation Plan for U.S. Employees; provided that the Corporation’s obligation under this subsection shall cease on the date the Executive becomes employed by a third party and is eligible for coverage under the group benefits plan of the new employer.

     Payments made pursuant to Section 5 shall be made in lump sum on the later of (A) such time as they would otherwise be payable under this Agreement or the applicable

benefit plans and (B) earliest date permissible under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

(b)

Cause; Termination by the Executive. If the Executive’s employment shall be terminated by the Corporation for Cause or if the Executive terminates his employment, the Corporation shall have no further obligations to the Executive under this Agreement other than the obligation to pay through the date of termination the Executive’s Annual Base Salary, any compensation previously earned, any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon), his vested benefits under any employee benefit plans maintained by the Corporation, including the SERP, and accrued but unused vacation pay, in each case to the extent not theretofore paid.

5.		Full Settlement. The Corporation’s obligation to make the payments provided for in this Agreement and under the SERP and otherwise to perform its obligations hereunder and under the SERP shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Corporation may have against the Executive or others.
6.		Confidential Information. The Executive shall execute contemporaneously with this Agreement, a Confidentiality, Non-Compete, Non-Solicitation, Non-Disclosure and Non-Disparagement Agreement in the form attached as Exhibit A (the “NDA Agreement”) which agreement shall supersede any and all agreements between the Corporation and the Executive relating to confidentiality, non-competition, non-solicitation, non-disclosure and non-disparagement.
7.		Successors. Except as otherwise provided herein, this Agreement shall be binding upon and shall inure to the benefit of the Executive, the Executive’s heirs and legal representatives, and the Corporation and its successors.
8.		Amendment or Modification; Waiver. No provision of this Agreement may be amended, modified or waived unless such amendment, modification or waiver shall be authorized by the Board (and, if the Corporation is still operating under Chapter 11, the Bankruptcy Court) or any authorized committee of the Board and shall be agreed to in writing, signed by the Executive and by an officer of the Corporation thereunto duly authorized. Except as otherwise specifically provided in this Agreement, no waiver by either party hereto of any breach by the other party hereto of any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of a subsequent breach of such condition or provision or a waiver of a similar or dissimilar provision or condition at the same time or at any prior or subsequent time.
9.		Miscellaneous.

(a)

This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, without reference to principles of conflict of laws,

			and exclusive venue and jurisdiction shall lie in any federal or state court located in Ohio. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect.
	(b)		All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Executive, at the most recent address for the Executive in the Corporation records,

If to the Corporation:
Dana Corporation
P.O. Box 1000
Toledo, Ohio 43697
Attention: Secretary

or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.

	(c)		The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.
	(d)		The Corporation may withhold from any amounts payable under this Agreement such Federal, state or local taxes as it determines is required to be withheld pursuant to any applicable law or regulation.
	(e)		This Agreement (including exhibits hereto) and the SERP contain the entire agreement of the parties concerning the subject matter hereof, and all promises, representations, understandings, arrangements and prior agreements concerning the subject matter are merged herein and superseded hereby.
	(f)		No right, benefit or interest hereunder, shall be subject to anticipation, alienation, sale, assignment, encumbrance, charge, pledge, hypothecation, or set-off in respect of any claim, debt or obligation, or to execution, attachment, levy or similar process, or assignment by operation of law. Any attempt, voluntary or involuntary, to effect any action specified in the immediately preceding sentence shall, to the full extent permitted by law, be null, void and of no effect.
	(g)		Nothing contained in this Agreement shall create or be construed to create a trust of any kind, or a fiduciary relationship between the Corporation and the Executive or any other person.

	(h)		To the extent necessary to effectuate the terms of this Agreement, the terms of this Agreement (and the exhibits) which must survive the termination of the Executive’s employment or the termination of this Agreement (and the exhibits) shall so survive.
	(i)		In the event of the Executive’s death or a judicial determination of Executive’s incompetence, reference in this Agreement to the Executive shall be deemed, where appropriate, to refer to Executive’s legal representative or, where appropriate, to Executive’s beneficiary.
	(j)		If any event provided for in this Agreement is scheduled to take place on a legal holiday, such event shall take place on the next succeeding day that is not a legal holiday.
	(k)		Section 409A of the Code. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Code. This Agreement shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A of the Code shall have no force and effect until amended to comply with Section 409A of the Code (which amendment may be retroactive to the extent permitted by Section 409A and may be made by the Corporation without the consent of the Executive).
	(l)		To the extent this Agreement is inconsistent with the terms and conditions of the Order, the Order shall govern.

     IN WITNESS WHEREOF, the Corporation has caused this Agreement to be signed by its duly authorized representative, and the Executive has executed this Agreement, as of the day and year first written above.

		DANA CORPORATION
		By:		/s/ R. B. Priory
				Chairman, Compensation Committee
				/s/ Thomas R. Stone
				Tom Stone

EXHIBIT A

CONFIDENTIALITY, NON-COMPETE, NON-SOLICITATION,
NON-DISCLOSURE AND NON-DISPARAGEMENT AGREEMENT

     THIS CONFIDENTIALITY, NON-COMPETE, NON-SOLICITATION, NON-DISCLOSURE AND NON-DISPARAGEMENT AGREEMENT (the “Agreement”) is made and entered on the 16th day of May 2007 (the “Effective Date”), by and between Dana Corporation, a Virginia corporation, whose principal place of business is located at 4500 Dorr Street, Toledo, Ohio (the “Corporation”) and Tom Stone (the “Executive”), pursuant to the Memorandum Opinion of the United States Bankruptcy Court for the Southern District of New York dated November 30, 2006 (the “Opinion”), and an Order of the Bankruptcy Court dated December 18, 2006 (the “Order”).

WITNESSETH:

     WHEREAS, the Executive is an employee of the Corporation;

     WHEREAS, on March 3, 2006, the Corporation and forty of its Subsidiaries (the “Debtors”) filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of New York, Case No. 06-10354 (BRL) (jointly Administered), (the “Bankruptcy Cases”);

     WHEREAS, the Corporation and the Executive wish to resolve certain issues between them arising from or relating to the Executive’s service and employment with the Corporation.

     NOW, THEREFORE, in consideration of the premises and the promises and agreements contained herein and other good and valuable consideration (including the Executive’s continued employment by the Corporation), the sufficiency and receipt of which are hereby acknowledged, and intending to be legally bound, the Corporation and the Executive agree as follows:

1. Confidential Information.

     (a) The Executive agrees not to disclose, either while in the Corporation’s employ or at any time thereafter, to any person not employed by the Corporation, or not engaged to render services to the Corporation, except with the prior written consent of an officer authorized to act in the matter by the Corporation’s Board of Directors (the “Board”), any confidential information of the Corporation, its Subsidiaries and Affiliates (both, as defined below) obtained by him while in the employ of the Corporation, including, without limitation, information relating to the finances, strategy, organization, operations, inventions, processes, formulae, plans, devices, compilations of information, methods of distribution, customers, supplies, client relationships, marketing strategies or trade secrets of the Corporation and its Subsidiaries and Affiliates; provided, however, that this provision shall not preclude the Executive from use or disclosure of information known

generally to the public or of information not considered confidential by persons engaged in the business conducted by the Corporation or from disclosure required by law or court order if, in the case of such required disclosure, the Executive has given the Corporation reasonable prior notice in order to permit the Corporation to take steps to protect the information from public disclosure. The agreement herein made in this Section 1(a) shall be in addition to, and not in limitation or derogation of, any obligations otherwise imposed by law upon the Executive in respect of confidential information and trade secrets of the Corporation, its Subsidiaries and Affiliates.

     (b) The Executive also agrees that upon leaving the Corporation’s employ he will not take with him, without the prior written consent of an officer authorized to act in the matter by the Board, and he will surrender to the Corporation any record, list, drawing, blueprint, specification or other document or property of the Corporation, its Subsidiaries and Affiliates, together with any copy and reproduction thereof, mechanical or otherwise, which is of a confidential nature relating to the Corporation, its Subsidiaries and Affiliates, or, without limitation, relating to its or their finances, strategy, organization, operations, inventions, processes, formulae, plans, devices, compilations of information, methods of distribution, customers, suppliers, client relationships, marketing strategies or trade secrets, or which was obtained by him or entrusted to him during the course of his employment with the Corporation.

2. Competition.

     (a) The Executive agrees that he will not engage in Competition at any time while employed by the Corporation and during the twelve (12) month period immediately following termination of the Executive’s employment for any reason (the “Non-Competition Period”). In addition, following the termination of his employment for any reason, the Executive agrees that he will not make or publish any statement which is, or may reasonably be considered to be, disparaging of the Corporation or any of its Subsidiaries or Affiliates, or directors, officers or employees, or the operations, brands or products of the Corporation or any of its Subsidiaries or Affiliates, provided that nothing in this sentence shall prevent the Executive from making any truthful statement in connection with any legal proceeding or any investigations by the Corporation, any of its Subsidiaries or Affiliates or any governmental authority.

     (b) The word “Competition” for the purposes of this Agreement shall mean

     (i) taking a management position with or control of a business engaged in the design, development, manufacture, marketing or distribution of products which constituted 15% or more of the sales of the Corporation and its Subsidiaries and Affiliates during the last fiscal year of the Corporation preceding the termination of the Executive’s employment in any geographical area in which the Corporation, its Subsidiaries or Affiliates is at the time engaging in the design, development, manufacture, marketing or distribution of such products; provided, however, that in no event shall ownership of less than 5% of the outstanding capital stock entitled to vote for the election of directors of a corporation with a class of

equity securities held of record by more than 500 persons, standing alone, be deemed Competition within the meaning of this Agreement,

     (ii) soliciting, encouraging, or inducing or attempting to solicit, encourage or induce any employee of the Corporation or any of its Subsidiaries or Affiliates to terminate his or her employment relationship with the Corporation or such Subsidiary or Affiliate,

     (iii) soliciting or attempting to solicit any person who is a customer of the businesses conducted by the Corporation and its Subsidiaries and Affiliates, or any business in which the Executive has been engaged on behalf of the Corporation and its Subsidiaries or Affiliates at any time during his employment, in each case, with respect to any product or service being furnished, made, sold or leased, in a material respect, by the Corporation or such Subsidiary or Affiliate; provided that the foregoing shall not apply to any business which has been sold or divested by the Corporation prior to the date of termination, or

     (iv) persuading or seeking to persuade any customer of the Corporation or any of its Subsidiaries or Affiliates to cease to do business or to reduce the amount of business, in a material respect, which any customer has customarily done or contemplates doing with the Corporation or such Subsidiary or Affiliate, whether or not the relationship between the Corporation or its Subsidiary or Affiliate and such customer was originally established in whole or in part through the Executive’s efforts.

For purposes of Section 2(b)(iii) and (iv) only, during the portion of the Non-Competition Period following the termination of the Executive’s employment, the term “customer” shall mean a customer who has done business with the Corporation or any of its Subsidiaries or Affiliates within twelve months preceding the termination of the Executive’s employment.

     3. The Executive understands that the provisions of this Agreement may limit his ability to earn a livelihood in a business similar to the businesses of the Corporation and its Subsidiaries and Affiliates but nevertheless agrees and hereby acknowledges that the consideration provided by the Executive’s continued employment by the Corporation is sufficient to justify the restrictions contained in such provisions. In consideration thereof and in light of the Executive’s education, skills and abilities, the Executive agrees that he will not assert in any forum that such provisions prevent the Executive from earning a living or otherwise are void or unenforceable or should be held void or unenforceable.

     4. The Executive acknowledges and agrees that, by virtue of his position, services, and access to and use of confidential information, any violation by the Executive of any of the undertakings contained in this Agreement would cause the Corporation and if applicable, its Subsidiaries and/or Affiliates immediate, substantial and irreparable injury for which it or they have no adequate remedy at law. Accordingly, the Executive agrees and consents to the entry of an injunction or other equitable relief by a court of competent jurisdiction restraining any violation or threatened violation of any undertaking contained

in this Agreement. The Executive waives posting of any bond otherwise necessary to secure such injunction or other equitable relief. Rights and remedies provided for in this Agreement are cumulative and shall be in addition to rights and remedies otherwise available to the Corporation and its Subsidiaries and Affiliates under any other agreement or applicable law.

     5. If, at any time, the provisions of this Agreement shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope, the provisions of this Agreement shall be divisible and shall become immediately amended to cover only such area, duration or scope as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Executive agrees that Agreement as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.

     6. For all purposes of this Agreement, (1) a “Subsidiary” shall mean a corporation or other entity, of which 50% or more of the voting securities or other equity interests is owned directly, or indirectly through one or more intermediaries, by the Corporation, and (2) an “Affiliate” shall mean a corporation or other entity which is not a Subsidiary and which directly, or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, the Corporation. For the purpose of this definition, the terms “control,” “controls” and “controlled” mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a corporation or other entity, whether through the ownership of voting securities, by contract, or otherwise.

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     IN WITNESS WHEREOF, the Corporation and the Executive have executed and delivered this Agreement as of the date set forth above.

		DANA CORPORATION
		By:
				Chairman, Compensation Committee
		Tom Stone

EXHIBIT B

[Omitted]