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                                                                 Exhibit 10-E(2)

                              EMPLOYMENT AGREEMENT

                                     BETWEEN

                                DANA CORPORATION

                                       AND

                                MICHAEL J. BURNS

                             DATED FEBRUARY 3, 2004

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                  EMPLOYMENT AGREEMENT (the "Agreement") made and entered into
on the 3rd day of February, 2004, 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");

                  WHEREAS, the Corporation wishes to employ the Executive on the
terms and conditions set forth in this Agreement; and

                  WHEREAS, the Executive desires to be employed by the
Corporation under the terms and conditions set forth herein, and to forego
opportunities elsewhere during his period of employment; and

                  WHEREAS, the parties intend for this Agreement to operate
until terminated in accordance with the terms hereof as more fully set forth
herein.

                  NOW, THEREFORE, IN CONSIDERATION of the mutual promises,
covenants and agreements set forth below, it is hereby agreed as follows:

1.       Employment and Term.

                  The term of employment of the Executive by the Corporation
hereunder (the "Employment Period") shall commence on the Commencement Date and
shall continue until the occurrence of a Date of Termination (as defined in
Section 4 below). For purposes of this Agreement, the "Commencement Date" shall
mean March 1, 2004, or such earlier date as may be indicated in writing by the
Executive.

2.       Position and Duties of the Executive.

         (a)      Position. During the Employment Period, the Executive shall
serve as President and Chief Executive Officer of the Corporation, with such
duties and responsibilities as are customarily assigned to such positions, and
such other duties and responsibilities commensurate therewith as may from time
to time be assigned to him by the Board of Directors of the Corporation (the
"Board"). The Executive shall report solely to the Board. Effective as of the
Commencement Date, the Executive shall be appointed to the Board. Thereafter
during the Employment Period, the Corporation shall cause the Executive to be
included in the slate of persons nominated for election to the Board and shall
use its best efforts (including, without limitation, the solicitation of
proxies) to have the Executive elected and reelected to the Board for the
duration of the Employment Period. It is the intention of the Board that the
Executive shall be elected as Chairman of the Board ("Chairman") at such time
that the Board deems it appropriate to do so. At the Corporation's request, upon
termination of the Executive's employment with the Corporation for any reason,
the Executive shall (i) promptly resign from the Board and from all other
positions the Executive then holds as an officer or member of the board of
directors of any of the Corporation's subsidiaries or affiliates and (ii)
execute any and all documentation reflecting such resignations.

                  During the Employment Period the Executive shall, without
compensation other than that herein provided, also serve and continue to serve,
if and when elected and

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re-elected, as an officer or director, or both, of any Subsidiary, division or
Affiliate of the Corporation.

                  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.

         (b)      Scope of Duties. Throughout the Employment Period the
Executive shall devote his full time and undivided attention during normal
business hours to the business and affairs of the Corporation except for
reasonable vacations and except for illness or incapacity, but nothing in this
Agreement shall preclude the Executive from devoting reasonable periods required
for the following activities, provided that such activities do not materially
interfere with the regular performance of his duties and responsibilities under
this Agreement or violate in any way Sections 8 or 9 of this Agreement:

                  (i)      serving as a director or member of a committee of any
                        organization involving no conflict of interest with
                        the interests of the Corporation;

                  (ii)     delivering lectures, fulfilling speaking engagements,
                        teaching at educational institutions;

                  (iii)    engaging in charitable and community activities; and

                  (iv)     managing his personal investments.

3.       Compensation and Benefits.

         (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 thereof (the "Compensation Committee"))
deems to be necessary or desirable. 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 this Agreement.

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         (b)      Additional Compensation. During the Employment Period, the
Executive shall be eligible to receive annual short-term incentive awards or
bonuses (such award or bonus is hereinafter referred to as an "Annual Bonus")
pursuant to the Dana Corporation Additional Compensation Plan, and from any
successor or replacement plan (the Dana Corporation Additional Compensation Plan
and such successor or replacement plans being referred to herein collectively as
the "ACP"), in accordance with the terms thereof. During the Employment Period,
the Executive shall be eligible to earn a target Annual Bonus of 100% of Annual
Base Salary and a maximum Annual Bonus of 200% of Annual Base Salary. Each
Annual Bonus shall be determined on the same basis as other "A Group" executives
of the Corporation and shall be paid no later than the end of the third month of
the fiscal year next following the fiscal year for which the Annual Bonus is
awarded, unless the receipt of such Annual Bonus is deferred in accordance with
the terms of the ACP. Notwithstanding the foregoing, if Executive remains
employed through December 31, 2004, the Executive shall be entitled to a
guaranteed minimum bonus for calendar year 2004 equal to 100% of his Annual Base
Salary for such year. For purposes of this Section 3(b), the Executive's Annual
Base Salary for calendar year 2004 shall be annualized (i.e., not pro rated).

         (c)      Retirement Benefits. Subject to the provisions hereof, the
Corporation shall provide the Executive with a supplemental retirement benefit
as described below (the "Supplemental Retirement Benefit"). The Supplemental
Retirement Benefit shall be equal to the vested portion of the balance of a
notional cash balance account (the "Notional Account") that shall be established
by the Corporation on behalf of the Executive as of the Commencement Date as if
the Executive were a participant in the Dana Corporation CashPlus Plan (the
"Cash Balance Plan"), subject to the terms and conditions described herein.
Effective as of the Commencement Date, the Notional Account shall be credited
with an initial amount of $5,900,000, and thereafter during the Employment
Period shall be credited with annual service-based credits (the "Annual
Credits") and interest credits (the "Interest Credits"). Except as otherwise
provided herein, the Annual Credits and Interests Credits shall be calculated in
the manner prescribed under the Cash Balance Plan (but without regard to any
legally imposed limits on compensation or benefits under Section 401(a)(17) or
Section 415 of the Internal Revenue Code of 1986, as amended). For purposes of
calculating the Annual Credits, but not for the purpose of determining the
amount of any other benefit under this Agreement, the Executive will be deemed
to have completed 30 years of service with the Corporation as of the
Commencement Date. The Notional Account, including Annual Credits and Interest
Credits, shall become fully vested on the fifth anniversary of the Commencement
Date (the "Vesting Date") if such date occurs during the Employment Period;
provided, however, that if, prior to the Vesting Date, the Executive's
employment with the Corporation terminates by reason of his death or Disability
(as defined in Section 4(a)(ii) hereof) or if the Executive's employment is
terminated by the Corporation without Cause or if the Executive terminates
employment for Good Reason, the portion of the Notional Account that shall be
vested shall be equal to the sum of (1) 75% plus (2) 5/12 of 1% multiplied by
the number of full months elapsed from the Commencement Date to the Date of
Termination. The Supplemental Retirement Benefit otherwise payable hereunder
shall be offset by the amount of any vested account balance the Executive may
have under the Dana Corporation SavingsWorks Plan, other than the portion
thereof

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attributable to the Executive's elective deferrals (e.g., 401(k) contributions).
The Supplemental Retirement Benefit shall be paid in a single lump sum payment
as soon as practicable following the Date of Termination. The Supplemental
Retirement Benefit shall not provide the Executive with any legal or equitable
rights, interest or claims in any property, equity or assets of the Corporation.
The obligation to pay the Supplemental Retirement Benefit to the Executive shall
be merely that of an unfunded and unsecured promise of the Corporation to pay
money to the Executive in the future and shall be subject to the claims of the
Corporation's creditors.

         (d)      Other Benefits. Except as provided herein, the Executive shall
be eligible to participate in all employee benefit programs and perquisites
provided by the Corporation from time to time for the benefit of its senior
executives generally, including, without limitation, its Income Protection Plan
for Management and Certain Other Employees providing layoff and severance
benefits, its death benefit plans (consisting of its Group Insurance Plan for
Management Employees providing life insurance, accidental death and
dismemberment insurance, and travel accident insurance), its disability benefit
plans (consisting of its salary continuation, sickness and accident and
long-term disability benefits programs), its medical, dental and health and
welfare plans and other present or equivalent successor plans and practices of
the Corporation, its Subsidiaries and divisions, for active employees, for which
senior executive officers, their dependents and beneficiaries, are eligible, and
shall be entitled to all payments or other benefits under any such plan or
practice subsequent to the Employment Period as a result of participation in
such plan or practice during the Employment Period. In addition, during the
first three years of the Employment Period, the Executive shall be entitled to
be reimbursed by the Corporation for expenses incurred for continued tax
preparation services by the Executive's current provider in an amount not to
exceed $10,000 per year. The Executive acknowledges that he shall not be
eligible to participate in any tax-qualified defined benefit pension plan (and
associated excess benefits plan) currently maintained by the Corporation, which
have been closed to new participants.

         (e)      2004 Equity Grants.

                  (i)        Initial Option Grant. As of the Commencement Date,
                           the Compensation Committee shall grant to the
                           Executive, pursuant to the Dana Corporation Amended
                           and Restated Stock Incentive Plan (as amended from
                           time to time, the "Stock Incentive Plan"), a
                           non-qualified stock option (the "Initial Option") to
                           purchase 150,000 shares of common stock of the
                           Corporation, par value $1 per share ("Corporation
                           Stock"). The Initial Option shall have a per share
                           exercise price equal to the "fair market value" (as
                           such term is defined in the Stock Incentive Plan) on
                           the Commencement Date, shall vest and become fully
                           exercisable with respect to 25% of the shares subject
                           thereto on each of the first four (4) anniversaries
                           of the Commencement Date, so long as the Executive
                           remains employed by the Company on such date, and
                           shall otherwise be subject to the terms and
                           conditions set forth in the Stock Incentive Plan and
                           in Exhibit A attached hereto.

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                  (ii)       Initial Long Term Performance Stock Award. As of
                           the Commencement Date, the Compensation Committee
                           shall award to the Executive an aggregate of 36,865
                           performance shares (the "Performance Shares")
                           pursuant to the Stock Incentive Plan. A minimum of
                           zero percent (0%) and a maximum of two hundred
                           percent (200%) of the Performance Shares may be
                           earned by the Executive based on the Corporation's
                           satisfaction of certain performance criteria over the
                           2004-2006 performance period. The terms and
                           conditions applicable to the award of Performance
                           Shares are as set forth in Exhibit B attached hereto.

                  (iii)      Initial Restricted Stock Unit Grant. As of the
                           Commencement Date, the Compensation Committee shall
                           award to the Executive an aggregate of 24,577
                           restricted stock units (the "RSUs") pursuant to the
                           Stock Incentive Plan. The terms and conditions
                           applicable to the award of RSUs are as set forth in
                           Exhibit C attached hereto.

         (f)      Replacement Compensation.

                  (i)        To the extent that (A) the prior employer of
                           the Executive (the "Prior Employer") fails to pay to
                           the Executive any portion of Executive's compensation
                           earned by him as of December 31, 2003 in respect of
                           (1) his annual bonus for 2003 or (2) long-term
                           incentive awards earned by him in respect of cycles
                           ending December 31, 2003, or (B) the Executive
                           forfeits any "option gains" in respect of stock
                           options of the Prior Employer which were vested as of
                           December 31, 2003, the Corporation agrees to pay to
                           the Executive, in cash and/or in unrestricted shares
                           of Corporation Stock, an aggregate amount necessary
                           to replace such forfeited or unpaid compensation.
                           Subject to the provisions of the succeeding sentence,
                           the amount payable by the Corporation pursuant to the
                           preceding sentence shall be paid to the Executive
                           promptly after the Executive has provided the
                           Corporation with reasonable evidence satisfactory to
                           the Compensation Committee to the effect that such
                           compensation was forfeited or otherwise not paid by
                           the Prior Employer, including the amount thereof. If
                           the Executive receives payment from the Prior
                           Employer in respect of any of the foregoing after the
                           date the Corporation has made a payment to him
                           hereunder, then the Executive shall notify the
                           Corporation and promptly remit to the Corporation all
                           amounts so received from the Prior Employer.

                  (ii)       The Compensation Committee shall make the following
                           grants to the Executive to replace the value of other
                           compensation being forfeited by the Executive by
                           reason of terminating his employment with the Prior
                           Employer:

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                           (1)      As of the Commencement Date, the Executive
                                    shall be awarded 38,558 restricted stock
                                    units (the "Additional RSUs") pursuant to
                                    the Stock Incentive Plan and subject to the
                                    individual limits for grants of this nature
                                    set forth in the Stock Incentive Plan. The
                                    terms and conditions applicable to the award
                                    of Additional RSUs are as set forth in
                                    Exhibit D attached hereto.

                           (2)      As of the Commencement Date, but subject to
                                    the approval by the stockholders of the
                                    Corporation at the 2004 Annual Meeting of an
                                    amendment to the Stock Incentive Plan
                                    raising the overall annual limitation on the
                                    number of shares of Corporation Stock
                                    underlying awards which can be granted to
                                    any individual thereunder (the "Plan
                                    Amendment"), the Executive shall be granted
                                    an additional 102,552 RSUs (the "Contingent
                                    RSUs"). The Contingent RSUs shall be subject
                                    to the same terms and conditions as those
                                    set forth in Section 3(f)(ii)(1) above with
                                    respect to the Additional RSUs. If for any
                                    reason the Plan Amendment is not approved by
                                    the Corporation's stockholders, the
                                    Compensation Committee shall make an
                                    economically equivalent replacement award on
                                    identical terms, except that settlement of
                                    such replacement award shall be in cash
                                    rather than in Corporation Stock.

                           (3)      As of the Commencement Date, the Executive
                                    shall be granted a non-qualified stock
                                    option (the "Replacement Option") in respect
                                    of 360,000 shares of Corporation Stock
                                    pursuant to the Stock Incentive Plan. The
                                    Replacement Option shall have a per share
                                    exercise price equal to the "fair market
                                    value" (as such term is defined in the Stock
                                    Incentive Plan) on the Commencement Date,
                                    shall vest and become fully exercisable with
                                    respect to 25% of the shares subject thereto
                                    on each of the first four (4) anniversaries
                                    of the Commencement Date, so long as the
                                    Executive remains employed by the
                                    Corporation on such date, and shall
                                    otherwise be subject to the terms and
                                    conditions set forth in the Stock Incentive
                                    Plan and Exhibit E attached hereto.

         (g)      2005 Long-Term Incentive Awards. At the time in 2005 that the
Compensation Committee customarily makes long-term incentive awards under the
Corporation's incentive plans to the senior executives of the Corporation, the
Compensation Committee shall grant long-term incentive awards to the Executive
which, in the aggregate, have a grant date present value equal to 400% of the
Executive's Annual Base Salary. Fifty percent (50%) of the value of such awards
shall be made in the form of stock options, thirty percent (30%) of the value of
such awards shall be made in the form of long-term performance shares and twenty
percent (20%) of the value of such

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awards shall be made in the form of restricted stock units, as determined by the
methodologies employed by the Compensation Committee.

         (h)      Expenses/Relocation. During the Employment Period, the
Executive shall be entitled to receive prompt reimbursement for all reasonable
expenses incurred by the Executive in accordance with the polices, practices and
procedures of the Corporation and its Subsidiaries and Affiliates from time to
time in effect, commensurate with his position and on a basis at least
comparable to that of other senior executives of the Corporation. The
Corporation shall reimburse Executive for expenses incurred in connection with
his relocation from Zurich, Switzerland to Toledo, Ohio in accordance with the
Corporation's relocation policy as currently in effect.

         (i)      Office and Support Staff. During the Employment Period, the
Executive shall be entitled to an office or offices of a size and with
furnishings and other appointments, and to personal secretarial and other
assistance, commensurate with his position and at least comparable to those
received by other senior executives of the Corporation.

         (j)      Vacation and Other Absences. During the Employment Period, the
Executive shall be entitled to paid vacation and such other paid absences
whether for holidays, illness, personal time or any similar purposes, in
accordance with the plans, policies, programs and practices of the Corporation
and its Subsidiaries and Affiliates in effect from time to time, commensurate
with his position and at least comparable to those received by other senior
executives of the Corporation.

         (k)      Change of Control Agreement. On the date hereof, the Executive
and the Corporation shall enter into a change of control agreement substantially
in the form annexed hereto (the "Change of Control Agreement").

4.       Termination of Employment.

         (a)      Death or Disability.

                  (i)        The Executive's employment shall terminate
                           automatically upon the Executive's death during the
                           Employment Period.

                  (ii)       If the Corporation determines in good faith that
                           the Disability (as defined below) of the Executive
                           has occurred during the Employment Period, it may
                           give to the Executive written notice in accordance
                           with Section 18(b) below of its intention to
                           terminate the Executive's employment. In such event,
                           the Employment Period shall terminate effective on
                           the 30th day after receipt of such notice by the
                           Executive (the "Disability Effective Date"),
                           provided, that within the 30 days after such receipt,
                           the Executive shall not have returned to full-time
                           performance of the Executive's duties. For purposes
                           of this Agreement, "Disability" shall mean the
                           absence of the Executive from the Executive's duties
                           with the Corporation on a full-time basis for 180
                           consecutive business days

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                           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. The Corporation may terminate the Executive's
employment during the Employment Period for Cause or without Cause. For purposes
of this Agreement, the termination of the Executive's employment shall be deemed
to have been for "Cause" only

                  (i)        if termination of his employment shall have been
                           the result of his conviction of, or plea of guilty or
                           nolo contendere to, the charge of having committed a
                           felony (whether or not such conviction is later
                           reversed for any reason), or

                  (ii)       if there has been a breach by the Executive during
                           the Employment Period of the provisions of Section
                           2(b), relating to the time to be devoted to the
                           affairs of the Corporation, or of Sections 8 or 9,
                           relating to confidential information and competition,
                           and such breach results in demonstrably material
                           injury to the Corporation;

provided, that a termination of the Executive's employment hereunder for Cause
shall not be effective unless and until there shall have been delivered to the
Executive a certified copy of a resolution of the Board adopted by the
affirmative vote of not less than three-fourths of the entire membership of the
Board (excluding the Executive) at a meeting of the Board called and held for
that purpose and with respect to which the Executive was given prior notice and
an opportunity, together with counsel, to be heard, finding that the Executive
was guilty of conduct set forth in subparagraph (i) or (ii) above, specifying
the particulars thereof in detail, and, in the case of subparagraph (ii) above,
in the case of an alleged breach of the provisions of Section 2(b), the
Executive shall have either failed to remedy such alleged breach within thirty
days from his receipt of written notice from the Secretary of the Corporation
pursuant to such resolution duly adopted by the Board demanding that he remedy
such alleged breach, or shall have failed to take all reasonable steps to that
end during such thirty-day period.

                  Anything in this Section 4(b) or elsewhere in this Agreement
to the contrary notwithstanding, the employment of the Executive shall in no
event be considered to have been terminated by the Corporation for Cause if
termination of his employment took place

                           (1)      as the result of bad judgment or negligence
                                    on the part of the Executive, or

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                           (2)      because of an act or omission believed by
                                    the Executive in good faith to have been in
                                    or not opposed to the interests of the
                                    Corporation, or

                           (3)      for any act or omission in respect of which
                                    a determination could properly be made that
                                    the Executive met the applicable standard of
                                    conduct prescribed for indemnification or
                                    reimbursement or payment of expenses under
                                    (A) the Bylaws of the Corporation, or (B)
                                    the laws of the State of Virginia, or (C)
                                    the directors' and officers' liability
                                    insurance of the Corporation, in each case
                                    either as in effect at the time of this
                                    Agreement or in effect at the time of such
                                    act or omission, or

                           (4)      as the result of an act or omission which
                                    occurred more than twelve calendar months
                                    prior to the Executive's having been given
                                    notice of the termination of his employment
                                    for such act or omission unless the
                                    commission of such act or such omission
                                    could not at the time of such commission or
                                    omission have been known to a member of the
                                    Board (other than the Executive, if he is
                                    then a member of the Board), in which case
                                    more than twelve calendar months from the
                                    date that the commission of such act or such
                                    omission was or could reasonably have been
                                    so known, or

                           (5)      as the result of a continuing course of
                                    action which commenced and was or could
                                    reasonably have been known to a member of
                                    the Board (other than the Executive, if he
                                    is then a member of the Board) more than
                                    twelve calendar months prior to notice
                                    having been given to the Executive of the
                                    termination of his employment.

         (c)      Good Reason. During the Employment Period, the Executive may
                  terminate his employment for Good Reason. For purposes of this
                  Agreement, "Good Reason" shall mean (i) the assignment to the
                  Executive of duties which are materially inconsistent with his
                  status as the Corporation's Chief Executive Officer or a
                  material adverse change in the nature or status of the
                  Executive's responsibilities or (ii) a material breach by the
                  Corporation of the provisions of this Agreement, in either
                  case which is not remedied within 30 days after receipt by the
                  Corporation of written Notice of Termination from the
                  Executive; provided, that (1) the Executive shall have
                  provided a written Notice of Termination to the Corporation,
                  attention of the Secretary, given within 90 days following the
                  occurrence of the event giving rise to the assertion of Good
                  Reason and (2) such written Notice of Termination provides for
                  a Date of Termination not less than 30 days nor more than 60
                  days after receipt by the Corporation of

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         such Notice of Termination, unless the Corporation shall agree to an
         earlier Date of Termination.

         An election by the Executive to terminate his employment given under
this Section 4(c) shall not be deemed a voluntary termination of employment by
the Executive for the purpose of this Agreement or any plan or practice of the
Corporation.

         (d)      Notice of Termination. Any termination of the Executive's
employment by the Corporation or by the Executive hereunder (other than
termination by reason of the Executive's death) shall be communicated by Notice
of Termination to the other party hereto given in accordance with Section 18(b)
below. For purposes of this Agreement, a "Notice of Termination" means a written
notice which

                  (i)        indicates the specific termination provision in
                           this Agreement relied upon,

                  (ii)       to the extent applicable, sets forth in reasonable
                           detail the facts and circumstances claimed to provide
                           a basis for termination of the Executive's employment
                           under the provision so indicated and

                  (iii)      specifies the Date of Termination (as defined in
                           Section 4 (e) below).

         (e)      Date of Termination. "Date of Termination" means

                  (i)        if the Executive's employment is terminated by the
                           Corporation for Cause, the date of the Notice of
                           Termination (or any later date specified therein, as
                           the case may be),

                  (ii)       if the Executive's employment is terminated by the
                           Executive other than for Good Reason, the date
                           specified in the Notice of Termination, which shall
                           not be less than thirty (30) days following the date
                           of such Notice of Termination,

                  (iii)      if the Executive's employment is terminated by the
                           Executive for Good Reason, the date specified in the
                           Notice of Termination made in accordance with Section
                           4(c) above,

                  (iv)       if the Executive's employment is terminated by the
                           Corporation other than for Cause or Disability, the
                           Date of Termination shall be the later of the date of
                           the Notice of Termination or any later date specified
                           therein, as the case may be, and

                  (v)        if the Executive's employment is terminated by
                           reason of death or Disability, the Date of
                           Termination shall be (A) the close of business on the
                           last day of the month in which occurs the date of
                           death of the Executive or (B) the Disability
                           Effective Date, as the case may be.

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5.       Obligations of the Corporation Upon Termination.

         (a)      Termination by the Corporation Other Than for Cause, Death or
Disability. 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 any
such case referred to as "Termination"), subject to and conditioned upon the
execution by the Executive of, and his not subsequently revoking, a release
substantially in the form attached hereto as Exhibit F:

                  (i)        the Corporation shall pay the Executive in a lump
                           sum in cash within 30 days after the Date of
                           Termination the sum of:

                           (1)      the Executive's Annual Base Salary through
                                    the Date of Termination to the extent not
                                    theretofore paid,

                           (2)      a pro rata Annual Bonus for the fiscal year
                                    in which occurs the Date of Termination,
                                    such pro rata Annual Bonus to be equal to
                                    the product of (x) the Executive's target
                                    Annual Bonus in effect under the ACP as of
                                    the Date of Termination and (y) a fraction,
                                    the numerator of which is the number of days
                                    in the current fiscal year through the Date
                                    of Termination, and the denominator of which
                                    is 365, and

                           (3)      any compensation previously deferred by the
                                    Executive (together with any accrued
                                    interest or earnings thereon), his
                                    Supplemental Retirement Benefit as
                                    determined under Section 3(c) and any
                                    accrued vacation pay, in each case to the
                                    extent not theretofore paid (the sum of the
                                    amounts described in clauses (1), (2) and
                                    (3) shall be hereinafter referred to as the
                                    "Accrued Obligations"); and

                  (ii)       the Corporation shall pay to the Executive on a
                           monthly basis an amount equal to the Executive's
                           Severance Compensation (defined below), payment of
                           such Severance Compensation to commence on the last
                           day of the month immediately following the month in
                           which occurs the Date of Termination and to be paid
                           on the last day of each month thereafter until the
                           earlier to occur of (x) the last day of the month in
                           which occurs the second anniversary of the Date of
                           Termination or (y) the last day of the month in which
                           the Executive attains the age of 65 (such period to
                           be called the "Termination Period"); provided,
                           however, that such payments shall be reduced (but not
                           below zero) to reflect any other amounts payable to
                           the Executive in respect of salary or bonus
                           continuation to be received by the Executive under
                           any severance plan, policy or arrangement of the
                           Corporation. For purposes of this Agreement, the term
                           "Severance Compensation" shall mean the

                                       11

<PAGE>

                           sum of (1) one-twelfth (1/12) of the Annual Base
                           Salary provided in Section 3(a) at the rate being
                           paid at the time the Executive's termination of
                           employment occurred, and (2) one-twelfth (1/12) of
                           the Executive's target Annual Bonus in effect under
                           the ACP for the fiscal year in which the Date of
                           Termination occurs; and

                  (iii)      During the Termination Period, or such longer
                           period as any plan, program, practice or policy may
                           provide, the Corporation shall continue benefits to
                           the Executive and/or the Executive's dependents and
                           beneficiaries at least equal to those which would
                           have been provided to them in accordance with the
                           plans, programs, practices and policies of the
                           Corporation providing medical, dental, disability and
                           life insurance coverage if the Executive's employment
                           had not been terminated in accordance with the most
                           favorable plans, practices, programs or policies of
                           the Corporation and its Subsidiaries and Affiliates
                           as in effect and applicable generally to other senior
                           executives of the Corporation and its Subsidiaries
                           and Affiliates and their families during the 90-day
                           period immediately preceding the Date of Termination
                           or, if more favorable to the Executive, as in effect
                           at any time thereafter or, if more favorable to the
                           Executive, as in effect generally at any time
                           thereafter with respect to other senior executives of
                           the Corporation and its Subsidiaries and Affiliates
                           and their dependents and beneficiaries, provided,
                           however, that if the Executive becomes reemployed
                           with another employer and is eligible to receive
                           medical or other welfare benefits under another
                           employer-provided plan, the medical and other welfare
                           benefits described herein shall be secondary to the
                           respective similar benefits provided under such other
                           plan during such applicable period of eligibility.
                           For purposes of determining eligibility of the
                           Executive for retiree benefits pursuant to such
                           plans, practices, programs and policies, the
                           Executive shall be considered to have remained
                           employed until the end of the Termination Period and
                           to have retired on the date of the end of the
                           Termination Period. To the extent that any benefits
                           referred to in this Section 5(a)(iii) shall not be
                           payable or provided under any such plan by reason of
                           the Executive's no longer being an employee of the
                           Corporation as the result of Termination, the
                           Corporation shall itself pay, or provide for payment
                           of, such benefits and the service credit for benefits
                           provided for in Section 5(a)(iv) below, to the
                           Executive, his dependents and beneficiaries.

                  (iv)       All of the Executive's outstanding equity awards,
                           including, without limitation, the awards described
                           herein in Exhibits A-E hereof shall be treated in
                           accordance with the agreements evidencing such awards
                           and shall remain subject to the terms and conditions
                           contained therein.

                                       12

<PAGE>

         (b)      Cause; Voluntary Termination by the Executive. If the
Executive's employment shall be terminated for Cause during the Employment
Period or if the Executive voluntarily terminates his employment during the
Employment Period other than for Good Reason, 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 deferred by the Executive (together with any
accrued interest or earnings thereon), his Supplemental Retirement Benefit as
determined under Section 3(c) 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 is otherwise entitled under the
terms of any employee benefit or incentive plan of the Corporation.

         (c)      Death or Disability.

         (i)        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 the
                  compensation provided for in Sections 3(a) and 3(b) 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 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 shall have occurred
                  but without prejudice to any payments due in respect of the
                  Executive's death.

         (ii)       In the event of the Disability of the Executive during the
                  Employment Period, the Executive shall be entitled to the
                  compensation provided for in Sections 3(a) and 3(b) 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. The amount of any payments due under
                  this Section 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
                  Supplemental Retirement Benefit as determined under Section
                  3(c) and accrued but unused vacation pay, in each case to the
                  extent not theretofore paid, and any other amounts or benefits
                  to

                                       13

<PAGE>

                  which the Executive and/or the Executive's family is otherwise
                  entitled under the terms of any employee benefit or incentive
                  plan of the Corporation.

         (d)      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.

6.       Non-exclusivity of Rights.

                  Except as provided in Sections 5(a), 5(b) and 5(c) above,
nothing in this Agreement shall prevent or limit the Executive's continuing or
future participation in any plan, program, policy or practice provided by the
Corporation or any of its Subsidiaries and Affiliates and for which the
Executive may qualify, nor shall anything herein limit or otherwise affect such
rights as the Executive may have under any contract or agreement entered into
after the date hereof with the Corporation or any of its Subsidiaries and
Affiliates. Amounts which are vested benefits or which the Executive is
otherwise entitled to receive under any plan, policy, practice or program of, or
any contract or agreement entered into after the date hereof with, the
Corporation or any of its Subsidiaries and Affiliates at or subsequent to the
Date of Termination shall be payable in accordance with such plan, policy,
practice or program or contract or agreement except as explicitly modified by
this Agreement.

7.       Full Settlement.

                  The Corporation's obligation to make the payments provided for
in this Agreement and otherwise to perform its obligations hereunder 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.
In no event shall the Executive be obligated to seek other employment or take
any other action by way of mitigation of the amounts payable to the Executive
under any of the provisions of this Agreement and, except as provided in Section
5(a)(iii) above, such amounts shall not be reduced whether or not the Executive
obtains other employment.

8.       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

                                       14

<PAGE>

                  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 Board, any
                  confidential information of the Corporation, its Subsidiaries
                  and Affiliates obtained by him while in the employ of the
                  Corporation, including, without limitation, information
                  relating to any of the Corporation's inventions, processes,
                  formulae, plans, devices, compilations of information, methods
                  of distribution, customers, client relationships, marketing
                  strategies or trade secrets; 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. The agreement herein made in
                  this Section 8(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 methods of distribution,
                  client relationships, marketing strategies or any description
                  of any formulae or secret processes, or which was obtained by
                  him or entrusted to him during the course of his employment
                  with the Corporation.

9.       Competition.

         (a)      The Executive agrees that he will not engage in Competition at
                  any time (i) during the Employment Period or (ii) during the
                  twenty-four (24) month period immediately following the
                  termination of the Executive's employment hereunder for any
                  reason. In addition, during the twenty-four (24) month period
                  immediately following the termination of the Executive's
                  employment hereunder 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, employees or the operations or products of the
                  Corporation or any of its Subsidiaries or Affiliates.

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

                                       15

<PAGE>

                  (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 with the Corporation
                           within the meaning of this Section 9, or

                  (ii)       soliciting 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 on behalf of a
                           business described in clause (i) of this Section
                           9(b), or

                  (iii)      inducing or attempting to persuade any employee of
                           the Corporation or any of its Subsidiaries or
                           Affiliates to terminate his employment relationship
                           in order to enter into employment with a business
                           described in clause (i) of this Section 9(b).

         (c)      If, at any time, the provisions of this Section 9 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 Section 9 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 Section 9 as so
                  amended shall be valid and binding as though any invalid or
                  unenforceable provision had not been included herein.

10.      Legal Fees.

         (a)      The Corporation shall pay directly or reimburse the Executive
                  for reasonable legal fees and expenses incurred in connection
                  with the negotiation and preparation of this Agreement;
                  provided, however, that such payment or reimbursement
                  obligation shall not exceed $25,000 in the aggregate.

         (b)      The Corporation shall pay the Executive for all legal fees and
                  expenses incurred by him in seeking to obtain or enforce any
                  right or benefit to which the Executive is entitled under this
                  Agreement, provided that the

                                       16

<PAGE>

                  Executive substantially prevails with respect to the matter in
                  dispute in any dispute resolution proceeding connected
                  therewith. Such payments shall be made following the
                  conclusion of such dispute resolution proceeding, within five
                  (5) business days of the Corporation's receipt of a written
                  request for payment accompanied by such evidence of fees and
                  expenses incurred as the Corporation may reasonably require.

11.      Public Announcement.

                  The Corporation and the Executive agree to fully cooperate
with respect to the timing and content of any public announcement regarding the
hiring of the Executive or the execution of this Agreement.

12.      New Hire Procedures.

                  The Executive shall cooperate with the Corporation in
complying with the Corporation's standard new hire policies and procedures.

13.      No Violations.

                  As a material inducement to the Corporation's willingness to
enter into this Agreement, the Executive represents to the Corporation that
neither the execution of this Agreement by the Executive, the employment of the
Executive by the Corporation nor the performance by the Executive of his duties
hereunder will constitute a violation by the Executive of any employment,
non-competition or other agreement to which the Executive is a party. The
Executive agrees to indemnify and hold harmless the Corporation from any loss,
claim, damage, cost or expense of any kind (including reasonable attorney's
fees) to which the Corporation may be subject by virtue of a breach by the
Executive of the foregoing representation.

14.      Indemnification; Director's And Officer's Insurance.

                  Pursuant to the Corporation's policies as in effect from time
to time and to the fullest extent permitted by law and the Corporation's
certificate of incorporation and by-laws, the Corporation shall indemnify the
Executive for all amounts (including, without limitation, judgments, fines,
settlement payments, losses, damages, costs and expenses (including reasonable
attorneys' fees)) incurred or paid by the Executive in connection with any
action, proceeding, suit or investigation (the "Proceeding") arising out of or
relating to the performance by the Executive of services for, or acting as a
fiduciary of any employee benefit plans, programs or arrangements of the
Corporation or as a director, officer or employee of, the Corporation or any
Subsidiary or Affiliate thereof. The Corporation also agrees to maintain a
director's and officers' liability insurance policy covering the Executive to
the extent the Corporation provides such coverage for its other senior executive
officers. Following the termination of the Executive's employment hereunder, the
Corporation shall continue to indemnify and maintain such insurance for the
benefit of the Executive with respect to such services performed during the
Employment Period.

                                       17

<PAGE>

15.      Stock Ownership Guidelines.

                  The Executive agrees to comply with the Corporation's stock
ownership guidelines applicable to the Corporation's senior executive officers,
as the same may be in effect from time to time.

16.      Successors.

                  Except as otherwise provided herein,

         (a)      This Agreement shall be binding upon and shall inure to the
                  benefit of the Executive, his heirs and legal representatives,
                  and the Corporation and its successors as provided in this
                  Section 16.

         (b)      This Agreement shall be binding upon and inure to the benefit
                  of the Corporation and any successor of the Corporation,
                  including, without limitation, any corporation or corporations
                  acquiring, directly or indirectly, 50% or more of the
                  outstanding securities of the Corporation, or all or
                  substantially all of the assets of the Corporation, whether by
                  merger, consolidation, sale or otherwise (and such successor
                  shall thereafter be deemed embraced within the term "the
                  Corporation" for the purposes of this Agreement), but shall
                  not otherwise be assignable by the Corporation.

17.      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 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.

18.      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. 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:

                                       18

<PAGE>

Mr. Michael J. Burns
10200 Blue Heron Point,
West Palm Beach, FL 33412

If to the Corporation:

Dana Corporation
4500 Dorr Street
Toledo, Ohio 43615
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)      When used herein in connection with plans, programs and
                  policies relating to the Executive, employees, compensation,
                  benefits, perquisites, executive benefits, services and
                  similar words and phrases, the word "Corporation" shall be
                  deemed to include all wholly-owned Subsidiaries of the
                  Corporation.

         (f)      This instrument (including Exhibits hereto) contains the
                  entire agreement of the parties concerning the subject matter,
                  and all promises, representations, understandings,
                  arrangements and prior agreements concerning the subject
                  matter are merged herein and superseded hereby; provided,
                  however, that this Agreement shall not affect or supersede the
                  Change of Control Agreement, which shall operate in accordance
                  with its terms concurrently with this Agreement and shall
                  supersede this Agreement upon the occurrence of a Change of
                  Control as defined in the Change of Control Agreement.

         (g)      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.

                                       19

<PAGE>

         (h)      The Executive shall not have any right, title, or interest
                  whatsoever in or to any investments which the Corporation may
                  make to aid it in meeting its obligations under this
                  Agreement.

         (i)      All payments to be made under this Agreement shall be paid
                  from the general funds of the Corporation and no special or
                  separate fund shall be established and no segregation of
                  assets shall be made to assure payment of amounts payable
                  under this Agreement.

         (j)      The Corporation and the Executive recognize that each party
                  will have no adequate remedy at law for breach by the other of
                  any of the agreements contained in this Agreement and, in the
                  event of any such breach, the Corporation and the Executive
                  hereby agree and consent that the other shall be entitled to a
                  decree of specific performance, mandamus or other appropriate
                  remedy to enforce performance of such agreements.

         (k)      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.

         (l)      To the extent that any person acquires a right to receive
                  payments from the Corporation under this Agreement, except to
                  the extent provided by law such right shall be no greater than
                  the right of an unsecured general creditor of the Corporation.

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

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

         (o)      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.

                                       20

<PAGE>

                  IN WITNESS WHEREOF, the Executive and, pursuant to due
authorization from its Board of Directors, the Corporation have caused this
Agreement to be executed as of the day and year first above written.

                                                     DANA CORPORATION

                                                     By  /s/ G. H. Hiner
                                                         -----------------------
                                                         Chairman

                                                     /s/ M. J. Burns
                                                     ------------------
                                                     Michael J. Burns

                                       21
<PAGE>




                                    EXHIBIT A


<PAGE>




                                DANA CORPORATION
                    AMENDED AND RESTATED STOCK INCENTIVE PLAN


                             This is to certify that


                                     [NAME]

               (the "Optionee") is hereby granted a non-qualified
                   option (the "Option") to purchase [number]
                                shares of Stock.

            This grant is set forth in accordance with the terms and
          conditions of the Dana Corporation Amended and Restated Stock
                          Incentive Plan (the "Plan").

 GRANT DATE: The Commencement Date, as defined in the Employment Agreement
                                (defined herein)

 VESTING SCHEDULE: 25% per year on each of the first four anniversaries of the
                                Commencement Date

                    EXERCISE PRICE PER SHARE: [insert price]

                ADDITIONAL TERMS: See the following pages of this certificate



                                Dana Corporation


                     By: __________________________________
                                    Chairman

THIS IS NOT A STOCK CERTIFICATE. THIS CERTIFICATE IS SUBJECT TO, GOVERNED BY,
     AND INCORPORATES BY REFERENCE ALL OF THE TERMS AND CONDITIONS OF THE PLAN.
     IF A CONFLICT OCCURS BETWEEN THIS CERTIFICATE AND THE PLAN DOCUMENT, OR IF
     ANY POINT IS NOT REFLECTED HEREIN, THE TERMS OF THE PLAN DOCUMENT SHALL
     GOVERN. PLEASE REFER TO THE OFFICIAL PLAN DOCUMENT FOR AN EXPLANATION OF
     THE TERMS AND CONDITIONS OF THIS GRANT AND A FULL DESCRIPTION OF YOUR
     RIGHTS AND OBLIGATIONS. THIS CERTIFICATE, INCLUDING THE TERMS AND
     CONDITIONS DESCRIBED ON THE FOLLOWING PAGES, CONSTITUTES YOUR AWARD
     AGREEMENT AS REQUIRED BY THE PLAN.


                                       A-2

<PAGE>


ADDITIONAL TERMS:

1.   In the event that the employment of the Optionee with the Corporation or a
     subsidiary is terminated for any reason, any portion of the Option that has
     not vested as of the date of termination shall be forfeited and shall
     immediately terminate; provided, however, that the vesting of the Option
     subject to this grant shall accelerate upon the occurrence of the following
     events: (i) termination of the Optionee's employment on account of the
     death of the Optionee; (ii) termination of the Optionee's employment on
     account of Disability, as defined in the Employment Agreement between the
     Optionee and the Corporation, as the same may be amended from time to time
     (the "Employment Agreement"); (iii) termination of the Optionee's
     employment with the Corporation due to his retirement after attaining the
     age of 55 and 15 years of service with the Corporation; and (iv) upon the
     occurrence of a Change in Control of the Corporation, as defined in the
     Plan.

2.   To the extent that the Optionee holds vested Options at the time of his
     termination from employment by operation of Section 1, above, such Options
     shall remain exercisable until the earlier to occur of the expiration of
     the ten-year Option term or the expiration of the applicable period (or, if
     applicable, until the date) set forth below: (i) in the case of the
     Optionee's death or Disability, one year following the date of death or the
     Disability Effective Date (as defined in the Employment Agreement), as the
     case may be; (ii) in the case of the Optionee's retirement after attaining
     age 55 and 15 years of service with the Corporation, five years following
     the date of termination; (iii) in the case of termination of the Optionee's
     employment at the initiative of the Corporation (and not on the Optionee's
     initiative) without Cause (as defined in the Employment Agreement) or in
     the case of Optionee's termination of employment for Good Reason (as
     defined in the Employment Agreement), 90 days following the Date of
     Termination (as defined in the Employment Agreement); and (iv) in the case
     of any other termination of employment, the Date of Termination (as defined
     in the Employment Agreement).

3.   The Optionee shall pay to the Corporation, at the times that he realizes
     taxable income in respect of the grant, an amount equal to the taxes the
     Corporation determines it is required to withhold. In lieu of such payment,
     in whole or in part, the Corporation may withhold from any shares of Stock
     it would otherwise deliver to the Optionee all or part of the number of
     such shares the Fair Market Value of which is equal to the amount of taxes
     required to be withheld.

4.   The validity and construction of this award agreement shall be governed by
     the laws of the State of Ohio.




                                       A-3

<PAGE>






                                    EXHIBIT B


<PAGE>




                                DANA CORPORATION
                    AMENDED AND RESTATED STOCK INCENTIVE PLAN

                             This is to certify that


                                     [NAME]

 (the "Grantee") is hereby granted [number] shares of Performance Stock (the
                              "Performance Shares")

     This grant is set forth in accordance with the terms and conditions of
       the Dana Corporation Amended and Restated Stock Incentive Plan (the
                                    "Plan").

    GRANT DATE: The Commencement Date, as defined in the Employment Agreement
                                (defined herein)

 VESTING SCHEDULE: The Performance Shares shall vest and become earned only at
the end of the 2004-2006 performance period (the "Performance Period") in
accordance with the vesting terms set forth herein, except as otherwise provided
                    in the Additional Terms annexed hereto.

          ADDITIONAL TERMS: See the following pages of this certificate

                                Dana Corporation


                     By: __________________________________
                                    Chairman

THIS IS NOT A STOCK CERTIFICATE. THIS CERTIFICATE IS SUBJECT TO, GOVERNED BY,
     AND INCORPORATES BY REFERENCE ALL OF THE TERMS AND CONDITIONS OF THE PLAN.
     IF A CONFLICT OCCURS BETWEEN THIS CERTIFICATE AND THE PLAN DOCUMENT, OR IF
     ANY POINT IS NOT REFLECTED HEREIN, THE TERMS OF THE PLAN DOCUMENT SHALL
     GOVERN. PLEASE REFER TO THE OFFICIAL PLAN DOCUMENT FOR AN EXPLANATION OF
     THE TERMS AND CONDITIONS OF THIS GRANT AND A FULL DESCRIPTION OF YOUR
     RIGHTS AND OBLIGATIONS. THIS CERTIFICATE, INCLUDING THE TERMS AND
     CONDITIONS DESCRIBED ON THE FOLLOWING PAGES, CONSTITUTES YOUR AWARD
     AGREEMENT AS REQUIRED BY THE PLAN.




                                       B-2

<PAGE>



ADDITIONAL TERMS:

1.   The Grantee may not sell, assign, transfer, donate, pledge or otherwise
     dispose of the Performance Shares.

2.   the Corporation shall establish a Performance Share account on its books,
     in the name of the Grantee, and shall credit to such account the number of
     Performance Shares granted to Grantee pursuant to this award agreement. In
     the event that any Performance Shares are earned pursuant to the provisions
     of Paragraph 3, the Grantee will be entitled to receive, as soon as
     practicable following the end of the Performance Period (except as provided
     in Paragraph 4 below), the number of shares of Stock equal to the sum of
     (i) 50% of the number of Performance Shares credited to the Grantee's
     account, multiplied by a percentage (minimum 0% and maximum 200%) based
     upon the extent to which the Corporation achieves the [ ] Goal (defined
     below) and (ii) 50% of the number of Performance Shares credited to the
     Grantee's account, multiplied by a percentage based upon the extent to
     which the Corporation achieves the [ ] Goal (defined below). Unless
     otherwise determined by the Committee, all distributions made to the
     Grantee hereunder in respect of the Performance Shares shall be made in the
     form of Stock.

3.   For purposes of this award agreement, the term "[ ] Goal" shall mean the
     cumulative compound growth in [ ]of the Corporation over the Performance
     Period and the term "[ ] Goal" shall mean the Corporation's three-year
     average [ ] measured against the Corporation's peers. The particular level
     of performance necessary to achieve threshold, target and maximum
     performance in respect of the [ ] Goal and the [ ] Goal shall be determined
     by the Committee, in its discretion, and shall be applied to the Grantee on
     the same basis as is applied to other recipients of performance share
     awards in respect of the Performance Period. Straight line interpolation
     shall be employed to reflect performance results that fall between the
     respective threshold, target and maximum performance levels.

4.   In the event that the employment of the Grantee with the Corporation or a
     subsidiary is terminated for any reason prior to the end of the Performance
     Period, the Performance Shares credited to the Grantee's account shall be
     forfeited to the Corporation immediately upon such termination, and the
     Grantee shall cease to have any rights with respect to, or any interest in,
     the forfeited Performance Shares effective as of the date of termination,
     except as follows:

     (a)  Termination of the Grantee's employment on account of death: Provided
          that the Grantee has been employed with the Corporation for not less
          that one year following the Commencement Date (as defined in Grantee's
          employment agreement with the Corporation (the "Employment
          Agreement")), the Grantee's beneficiary or estate shall become
          entitled to receive, as soon as practicable following the date of
          death, a distribution with respect to a pro rata portion of the
          Performance Shares credited to Grantee's account measured at the
          target level of performance. For this purpose, the pro rata portion
          shall be based on a fraction, the numerator of which is the number of
          full months in the Performance Period which have elapsed from the
          beginning of the Performance Period until the date of death, and the
          denominator of which is 36.

                                       B-3
<PAGE>

     (b)  Termination of the Grantee's employment on account of Disability (as
          defined in the Employment Agreement): Provided that the Grantee has
          been employed with the Corporation for not less that one year
          following the Commencement Date, the Grantee shall become entitled to
          receive, as soon as practicable following the end of the Performance
          Period, a distribution with respect to a pro rata portion of the
          Performance Shares credited to his account based on actual performance
          measured at the end of the Performance Period. For this purpose, the
          pro rata portion shall be based upon a fraction, the numerator of
          which is the number of full months in the Performance Period which
          have elapsed from the beginning of the Performance Period until the
          Disability Effective Date (as defined in the Employment Agreement),
          and the denominator of which is 36.

     (c)  Termination of the Grantee's employment on the initiative of the
          Corporation (and not at the Grantee's initiative) without Cause (as
          defined in the Employment Agreement) or termination of the Grantee's
          employment on the initiative of the Grantee for Good Reason (as
          defined in the Employment Agreement): Provided that the Grantee has
          been employed with the Corporation for not less that one year
          following the Commencement Date, the Grantee shall become entitled to
          receive, as soon as practicable following the end of the Performance
          Period, a distribution with respect to a pro rata portion of the
          Performance Shares credited to his account based on actual performance
          measured at the end of the Performance Period in accordance with
          Section 3. For this purpose, the pro rata portion shall be based upon
          a fraction, the numerator of which is the number of full months in the
          Performance Period which have elapsed from the beginning of the
          Performance Period until the Date of Termination (as defined in the
          Employment Agreement), and the denominator of which is 36.

     (d)  Upon a Change in Control of the Corporation (as defined in the Plan)
          which occurs during the Employment Period (as defined in the
          Employment Agreement), Grantee shall be entitled to receive, as soon
          as practicable thereafter, a distribution with respect to a pro rata
          portion of the Performance Shares then credited to his account based
          on the higher of the target level of performance as determined by the
          Committee or the actual level of performance as of the date of the
          Change in Control (assuming such level of performance continued to the
          end of the Performance Period). For this purpose, the pro rata portion
          shall be based upon a fraction, the numerator of which is the number
          of full months in the Performance Period which have elapsed from the
          beginning of the Performance Period until the date of the Change in
          Control, and the denominator of which is 36.

5.   the Corporation shall withhold all applicable taxes required by law to be
     withheld upon the payment in respect of any or all of the Performance
     Shares. The Grantee may satisfy the withholding obligation by paying the
     amount of any taxes in cash or, with the approval of the Committee, shares
     of Stock may be deducted from the payment to satisfy the obligation in full
     or in part. The amount of the withholding and the number of shares to be
     deducted shall be determined by the Committee with reference to the Fair
     Market Value of the Stock when the withholding is required to be made.



                                       B-4

<PAGE>

6.   The validity and construction of this award agreement shall be governed by
     the laws of the State of Ohio.



                                       B-5

<PAGE>






                                    EXHIBIT C



<PAGE>



                                DANA CORPORATION
                    AMENDED AND RESTATED STOCK INCENTIVE PLAN

                             This is to certify that


                                     [NAME]

     (the "Grantee") is hereby granted [number] restricted stock units (the
  "RSUs"), each of which shall at all times be deemed to have a value equal to
                          the then-current fair market
                           value of a share of Stock.

     This grant is set forth in accordance with the terms and conditions of
       the Dana Corporation Amended and Restated Stock Incentive Plan (the
                                    "Plan").

 GRANT DATE: The Commencement Date, as defined in the Employment Agreement
                                (defined herein)

 VESTING SCHEDULE: The restricted stock units shall fully vest on the fifth
anniversary of the Commencement Date, so long as the Grantee remains employed by
Dana Corporation on such date, and shall also become fully vested upon the
                 occurrence of certain events described herein.

                ADDITIONAL TERMS: See the following pages of this certificate

                                Dana Corporation


                     By: __________________________________
                                    Chairman

THIS IS NOT A STOCK CERTIFICATE. THIS CERTIFICATE IS SUBJECT TO, GOVERNED BY,
     AND INCORPORATES BY REFERENCE ALL OF THE TERMS AND CONDITIONS OF THE PLAN.
     IF A CONFLICT OCCURS BETWEEN THIS CERTIFICATE AND THE PLAN DOCUMENT, OR IF
     ANY POINT IS NOT REFLECTED HEREIN, THE TERMS OF THE PLAN DOCUMENT SHALL
     GOVERN. PLEASE REFER TO THE OFFICIAL PLAN DOCUMENT FOR AN EXPLANATION OF
     THE TERMS AND CONDITIONS OF THIS GRANT AND A FULL DESCRIPTION OF YOUR
     RIGHTS AND OBLIGATIONS. THIS CERTIFICATE, INCLUDING THE TERMS AND
     CONDITIONS DESCRIBED ON THE FOLLOWING PAGES, CONSTITUTES YOUR AWARD
     AGREEMENT AS REQUIRED BY THE PLAN.




                                       C-2

<PAGE>



ADDITIONAL TERMS:

1.   The Grantee may not sell, assign, transfer, donate, pledge or otherwise
     dispose of RSUs.

2.   the Corporation shall establish an RSU account on its books, in the name of
     the Grantee, and shall credit to such account the number of RSUs granted to
     Grantee pursuant to this award agreement. If a dividend is paid on the
     Stock while the RSUs are outstanding, the Grantee shall automatically be
     credited with a number of additional RSUs equal to the number of shares of
     Stock that could have been purchased on the dividend payment date with an
     amount of cash equal to the product of (i) the per share amount of such
     dividend and (ii) the number of RSUs held by the Grantee on the record date
     for such dividend. The number of additional RSUs credited under this
     Paragraph 2 shall become vested in accordance with the same vesting
     schedule applicable to the RSUs originally granted to the Grantee.

3.   Subject to Paragraph 6, below, upon the vesting of the RSUs originally
     granted to the Grantee (including any additional RSUs credited pursuant to
     Paragraph 2 above), the Grantee will be entitled to receive, as soon as
     practicable thereafter, a distribution of a number of shares of Stock that
     is equal in number to the aggregate number of vested RSUs then credited to
     the Grantee's account.

4.   (a) In the event that the employment of the Grantee with the Corporation or
     a subsidiary is terminated for any reason prior to the vesting date
     applicable to the RSUs, all RSUs then credited to the Grantee's account
     shall be forfeited to the Corporation immediately upon such termination,
     and the Grantee shall cease to have any rights with respect to, or any
     interest in, the forfeited RSUs effective as of the date of termination
     and, without limitation, shall cease to be entitled to receive any future
     dividends or other distributions upon such shares with record dates
     occurring after the effective date of such termination, except as follows:

          (i)    Termination of the Grantee's employment on account of death:
               Provided that the Grantee has been employed with the Corporation
               for not less than one year following the Commencement Date (as
               defined in Grantee's employment agreement with the Corporation
               (the "Employment Agreement")), the Grantee's beneficiary or
               estate shall become vested as of the date of death with respect
               to a pro rata portion of the RSUs then credited to his account.
               For this purpose, the pro rata portion shall be based on a
               fraction, the numerator of which is the number of full months
               which have elapsed from the Commencement Date until the date of
               death, and the denominator of which is 60.

          (ii)   Termination of the Grantee's employment on account of
               Disability (as defined in the Employment Agreement): Provided
               that the Grantee has been employed with the Corporation for not
               less than one year following the Commencement Date, the Grantee
               shall become vested as of the


                                       C-3


<PAGE>

               Disability Effective Date (as defined in the Employment
               Agreement) with respect to a pro rata portion of the RSUs then
               credited to his account. For this purpose, the pro rata portion
               shall be based on a fraction, the numerator of which is the
               number of full months which have elapsed from the Commencement
               Date until the Disability Effective Date (as defined in the
               Employment Agreement), and the denominator of which is 60.

          (iii)  Termination of the Grantee's employment at the initiative of
               the Corporation (and not at the Grantee's initiative) without
               Cause (as defined in the Employment Agreement) or termination of
               the Grantee's employment on the initiative of the Grantee for
               Good Reason (as defined in the Employment Agreement): Provided
               that the Grantee has been employed with the Corporation for not
               less than one year following the Commencement Date, the Grantee
               shall become vested as of the Date of Termination (as defined in
               the Employment Agreement) with respect to a pro rata portion of
               the RSUs credited to his account. For this purpose, the pro rata
               portion shall be based on a fraction, the numerator of which is
               the number of full months which have elapsed from the
               Commencement Date until the Date of Termination (as defined in
               the Employment Agreement), and the denominator of which is 60.

     (b)  Upon a Change in Control of the Corporation (as defined in the Plan)
          which occurs during the Employment Period (as defined in the
          Employment Agreement), the Grantee shall become vested with respect to
          a pro rata portion of the RSUs credited to his account. For this
          purpose, the pro rata portion shall be based on a fraction, the
          numerator of which is the number of full months which have elapsed
          from the Commencement Date until the date of the occurrence of the
          Change in Control, and the denominator of which is 60.

5.   The Corporation shall withhold all applicable taxes required by law to be
     withheld from all amounts paid in respect of any or all of the RSUs. The
     Grantee may satisfy the withholding obligation by paying the amount of any
     taxes in cash or, with the approval of the Committee, shares of Stock may
     be deducted from the payment to satisfy the obligation in full or in part.
     The amount of the withholding and the number of shares to be deducted shall
     be determined by the Committee with reference to the Fair Market Value of
     the Stock when the withholding is required to be made.

6.   Notwithstanding anything to the contrary contained herein, the receipt of
     the Stock that Grantee would otherwise have been entitled to receive upon
     the vesting of the RSUs shall automatically be deferred pursuant to such
     rules as may be promulgated by the Committee.

7.   The validity and construction of this award agreement shall be governed by
     the laws of the State of Ohio.




                                       C-4
<PAGE>





                                    EXHIBIT D




<PAGE>



                                DANA CORPORATION
                    AMENDED AND RESTATED STOCK INCENTIVE PLAN

                             This is to certify that


                                     [NAME]

(the "Grantee") is hereby granted [number] restricted stock units (the "RSUs"),
each of which shall at all times be deemed to have a value equal to the
                then-current fair market value of a share Stock.

     This grant is set forth in accordance with the terms and conditions of
       the Dana Corporation Amended and Restated Stock Incentive Plan
                                  (the "Plan").

    GRANT DATE: The Commencement Date, as defined in the Employment Agreement
                                (defined herein)

VESTING SCHEDULE: The restricted stock units shall vest in one-third increments
on each of the first three anniversaries of the Commencement Date, so long as
the Grantee remains employed by the Corporation on the applicable date, and
shall become fully vested upon the occurrence of certain events described
                                    herein.

          ADDITIONAL TERMS: See the following pages of this certificate

                                Dana Corporation


                     By: __________________________________
                                    Chairman

THIS IS NOT A STOCK CERTIFICATE. THIS CERTIFICATE IS SUBJECT TO, GOVERNED BY,
     AND INCORPORATES BY REFERENCE ALL OF THE TERMS AND CONDITIONS OF THE PLAN.
     IF A CONFLICT OCCURS BETWEEN THIS CERTIFICATE AND THE PLAN DOCUMENT, OR IF
     ANY POINT IS NOT REFLECTED HEREIN, THE TERMS OF THE PLAN DOCUMENT SHALL
     GOVERN. PLEASE REFER TO THE OFFICIAL PLAN DOCUMENT FOR AN EXPLANATION OF
     THE TERMS AND CONDITIONS OF THIS GRANT AND A FULL DESCRIPTION OF YOUR
     RIGHTS AND OBLIGATIONS. THIS CERTIFICATE, INCLUDING THE TERMS AND
     CONDITIONS DESCRIBED ON THE FOLLOWING PAGES, CONSTITUTES YOUR AWARD
     AGREEMENT AS REQUIRED BY THE PLAN.




                                       D-2

<PAGE>



ADDITIONAL TERMS:

1.   The Grantee may not sell, assign, transfer, donate, pledge or otherwise
     dispose of RSUs.

2.   The Corporation shall establish an RSU account on its books, in the name of
     the Grantee, and shall credit to such account the number of RSUs granted to
     Grantee pursuant to this award agreement. If a dividend is paid on the
     Stock while the RSUs are outstanding, the Grantee shall automatically be
     credited with a number of additional RSUs equal to the number of shares of
     Stock that could have been purchased on the dividend payment date with an
     amount of cash equal to the product of (i) the per share amount of such
     dividend and (ii) the number of RSUs held by the Grantee on the record date
     for such dividend. The number of additional RSUs credited under this
     Paragraph 2 shall become vested in accordance with the same vesting
     schedule applicable to the underlying RSUs with respect to which such
     additional RSUs are credited.

3.   Subject to Paragraph 6 below, upon the vesting of any of the RSUs granted
     to the Grantee (including any additional RSUs credited pursuant to
     Paragraph 2 above), the Grantee will be entitled to receive, as soon as
     practicable thereafter, the number of shares of Stock equal to the
     aggregate number of RSUs that become vested at that time.

4.   In the event that the employment of the Grantee with the Corporation or a
     subsidiary is terminated for any reason prior to the vesting date
     applicable to any RSUs, all non-vested RSUs then credited in respect of the
     Grantee shall be forfeited to Dana Corporation immediately upon such
     termination, and the Grantee shall cease to have any rights with respect
     to, or any interest in, the forfeited RSUs effective as of the date of
     termination and, without limitation, shall cease to be entitled to receive
     any future dividends or other distributions upon such shares with record
     dates occurring after the effective date of such termination; provided,
     however, that the RSUs shall become fully vested upon the occurrence of the
     following events: (i) termination of the Grantee's employment on account of
     death; (ii) termination of the Grantee's employment on account of
     Disability, as defined in the employment agreement between the Grantee and
     the Corporation, as the same may be amended from time to time (the
     "Employment Agreement"); (iii) termination of the Grantee's employment at
     the initiative of the Corporation (and not on the Grantee's initiative)
     other than for Cause, as defined in the Employment Agreement; and (iv)
     termination of the Grantee's employment at the initiative of the Grantee
     for Good Reason (as defined in the Employment Agreement); and provided
     further, however, that the Grantee shall become vested in a pro rata
     portion of the RSUs upon the occurrence of a Change in Control of the
     Corporation (as defined in the Plan) which occurs during the Employment
     Period (as defined in the Employment Agreement), such pro rata portion to
     be determined based on a fraction, the numerator of which is the number of
     full months that have elapsed from the Commencement Date until the date of
     such Change in Control, and the denominator of which is 36; or shall vest
     on a basis that is no less favorable than the Change in Control vesting
     provisions in effect for RSU grants made to other senior officers of the
     Corporation.

5.   The Corporation shall withhold all applicable taxes required by law to be
     withheld from all amounts paid in respect of any or all of the RSUs. The
     Grantee may satisfy the




                                       D-3

<PAGE>

     withholding obligation by paying the amount of any taxes in cash or, with
     the approval of the Committee, shares of Stock may be deducted from the
     payment to satisfy the obligation in full or in part. The amount of the
     withholding and the number of shares to be deducted shall be determined by
     the Committee with reference to the Fair Market Value of the Stock when the
     withholding is required to be made.

6.   Notwithstanding anything to the contrary contained herein, the Grantee may
     elect to defer receipt of the Stock that he would otherwise have been
     entitled to receive upon the vesting of all or a portion of the RSUs,
     pursuant to such rules as may be promulgated by the Committee.

7.   The validity and construction of this award agreement shall be governed by
     the laws of the State of Ohio.




                                       D-4

<PAGE>




                                    EXHIBIT E



<PAGE>



                                DANA CORPORATION
                    AMENDED AND RESTATED STOCK INCENTIVE PLAN


                             This is to certify that


                                     [NAME]

  (the "Optionee") is hereby granted a non-qualified option (the "Option") to
                       purchase [number] shares of Stock.

This grant is set forth in accordance with the terms and conditions of the Dana
      Corporation Amended and Restated Stock Incentive Plan (the "Plan").

    GRANT DATE: The Commencement Date, as defined in the Employment Agreement
                                (defined herein)

  VESTING SCHEDULE: 25% per year on each of the first four anniversaries of the
                                Commencement Date

                    EXERCISE PRICE PER SHARE: [insert price]

          ADDITIONAL TERMS: See the following pages of this certificate



                                Dana Corporation


                     By: __________________________________
                                    Chairman

THIS IS NOT A STOCK CERTIFICATE. THIS CERTIFICATE IS SUBJECT TO, GOVERNED BY,
     AND INCORPORATES BY REFERENCE ALL OF THE TERMS AND CONDITIONS OF THE PLAN.
     IF A CONFLICT OCCURS BETWEEN THIS CERTIFICATE AND THE PLAN DOCUMENT, OR IF
     ANY POINT IS NOT REFLECTED HEREIN, THE TERMS OF THE PLAN DOCUMENT SHALL
     GOVERN. PLEASE REFER TO THE OFFICIAL PLAN DOCUMENT FOR AN EXPLANATION OF
     THE TERMS AND CONDITIONS OF THIS GRANT AND A FULL DESCRIPTION OF YOUR
     RIGHTS AND OBLIGATIONS. THIS CERTIFICATE, INCLUDING THE TERMS AND
     CONDITIONS DESCRIBED ON THE FOLLOWING PAGES, CONSTITUTES YOUR AWARD
     AGREEMENT AS REQUIRED BY THE PLAN.


                                       E-2

<PAGE>



ADDITIONAL TERMS:

1.   In the event that the employment of the Optionee with the Corporation or a
     subsidiary is terminated for any reason, any portion of the Option that has
     not vested as of the date of termination shall be forfeited and shall
     immediately terminate; provided, however, that the vesting of the Option
     subject to this grant shall accelerate upon the occurrence of the following
     events: (i) termination of the Optionee's employment on account of death of
     the Optionee; (ii) termination of the Optionee's employment on account of
     Disability, as defined in the employment agreement between the Grantee and
     the Corporation, as the same may be amended from time to time (the
     "Employment Agreement"); (iii) termination of the Optionee's employment
     with the Corporation due to his retirement after attaining the age of 55
     and 15 years of service with the Corporation; and (iv) termination of the
     Optionee's employment at the initiative of the Corporation (and not on the
     Optionee's initiative) other than for Cause, (as defined in the Employment
     Agreement). In addition, the vesting of the Option subject to this grant
     shall accelerate upon the occurrence of a Change in Control of the
     Corporation (as defined in the Plan) during the Employment Period (as
     defined in the Employment Agreement).

2.   To the extent that the Optionee holds vested Options at the time of his
     termination from employment, such Options shall remain exercisable until
     the earlier to occur of the expiration of the ten-year Option term or the
     expiration of the applicable period (or, if applicable, until the date) set
     forth below: (i) in the case of the Optionee's death or Disability, one
     year following the date of death or the Disability Effective Date (as
     defined in the Employment Agreement), as the case may be; (ii) in the case
     of the Optionee's retirement after attaining age 55 and 15 years of service
     with the Corporation, five years following the date of termination; (iii)
     in the case of the termination of the Optionee's employment at the
     initiative of the Corporation (and not on the Optionee's initiative) other
     than for Cause or in the case of the Optionee's termination of employment
     for Good Reason (as defined in the Employment Agreement), two years
     following the Date of Termination (as defined in the Employment Agreement);
     and (iv) in the case of any other termination of employment, the Date of
     Termination (as defined in the Employment Agreement).

3.   The Optionee shall pay to the Corporation, at the times that he realizes
     taxable income in respect of the grant, an amount equal to the taxes the
     Corporation determines it is required to withhold. In lieu of such payment,
     in whole or in part, the Corporation may withhold from any shares of Stock
     it would otherwise deliver to the Optionee all or part of the number of
     such shares the Fair Market Value of which is equal to the amount of taxes
     required to be withheld.

4.   The validity and construction of this award agreement shall be governed by
     the laws of the State of Ohio.




                                       E-3


<PAGE>




                        EXHIBIT F TO EMPLOYMENT AGREEMENT
                        MADE ON FEBRUARY 3, 2004 BETWEEN
                      DANA CORPORATION AND MICHAEL J. BURNS

                            FORM OF RELEASE AGREEMENT

               This Release Agreement ("Release") is entered into as of this
______day of ________, hereinafter "Execution Date", by and between [Executive
Full Name] (hereinafter "Executive"), and [Employer Full Name] and its
successors and assigns (hereinafter, the "Corporation"). The Executive and the
Corporation are sometimes collectively referred to as the "Parties".

1.   The Executive's employment with the Corporation is terminated effective
     [Month, Day, Year] (hereinafter "Termination Date"). The Corporation agrees
     to provide the Executive the severance benefits provided for in his
     Employment Agreement with the Corporation, dated as of [ ] (the
     "Agreement"), after he executes this Release and the Release becomes
     effective pursuant to its terms and does not revoke it as permitted in
     Section 4 below, the expiration of such revocation period being the
     "Effective Date".

2.   Executive represents that he has not filed, and will not file, any
     complaints, lawsuits, administrative complaints or charges relating to his
     employment with, or resignation from, the Corporation; provided, however,
     that nothing contained in this Section 2 shall prohibit Executive from
     bringing a claim to challenge the validity of the ADEA Release in Section 4
     herein. In consideration of the benefits described in Section 1, for
     himself and his heirs, administrators, representatives, executors,
     successors and assigns (collectively, "Releasers"), Executive agrees to
     release the Corporation, its subsidiaries, affiliates, and their respective
     parents, direct or indirect subsidiaries, divisions, affiliates and related
     companies or entities, regardless of its or their form of business
     organization, any predecessors, successors, joint ventures, and parents of
     any such entity, and any and all of their respective past or present
     shareholders, partners, directors, officers, employees, consultants,
     independent contractors, trustees, administrators, insurers, agents,
     attorneys, representatives and fiduciaries, including without limitation
     all persons acting by, through, under or in concert with any of them
     (collectively, the "Released Parties"), from any and all claims, charges,
     complaints, causes of action or demands relating to his employment or
     termination of employment that Executive and his Releasers now have or have
     ever had against the Released Parties, whether known or unknown. This
     Release specifically excludes claims, charges, complaints, causes of action
     or demand that (a) post-date the Termination Date, (b) relate to
     unemployment compensation claims, (c) involve rights to benefits in which
     Executive is vested as of the Termination Date under any employee benefit
     plans and arrangements of the Corporation, (d) relate to claims for
     indemnification by Executive, or (e) involve obligations owed to Executive
     by the Corporation under the Agreement.



                                       E-4

<PAGE>

3.   The Corporation, on its own behalf and on behalf of the Released Parties,
     hereby releases Executive from all claims, causes of actions, demands or
     liabilities which arose against the Executive on or before the time it
     signs this Agreement, whether known or unknown. This Paragraph, however,
     does not apply to or adversely affect any claims against Executive which
     allege or involve obligations owed by him to the Corporation under the
     Agreement. The Corporation will indemnify Executive for reasonable
     attorneys' fees, costs and damages which may arise in connection with any
     proceeding by the Corporation or any Released Party which is inconsistent
     with this Release by the Corporation and the Released Parties.

4.   In further recognition of the above, Executive hereby voluntarily and
     knowingly waives all rights or claims that he may have against the Released
     Parties arising under the Age Discrimination in Employment Act of 1967, as
     amended ("ADEA"), other than any such rights or claims that may arise after
     the date of execution of this Release. Executive specifically agrees and
     acknowledges that: (A) the release in this Section 4 was granted in
     exchange for the receipt of consideration that exceeds the amount to which
     he would otherwise be entitled to receive upon termination of his
     employment; (B) he has hereby been advised in writing by the Corporation to
     consult with an attorney prior to executing this Release; (C) the
     Corporation has given him a period of up to twenty-one (21) days within
     which to consider this Release, which period shall be waived by the
     Executive's voluntary execution prior to the expiration of the twenty-one
     day period, and he has carefully read and voluntarily signed this Release
     with the intent of releasing the Released Parties to the extent set forth
     herein; and (D) following his execution of this Release he has seven (7)
     days in which to revoke his release as set forth in this Section 4 only and
     that, if he chooses not to so revoke, the Release in this Section 4 shall
     then become effective and enforceable and the payment listed above shall
     then be made to him in accordance with the terms of this Release. To cancel
     this Release, Executive understands that he must give a written revocation
     to the General Counsel of the Corporation at [ ](1), either by hand
     delivery or certified mail within the seven-day period. If he rescinds the
     Release, it will not become effective or enforceable and he will not be
     entitled to any severance benefits from the Corporation.

5.   If any provision of this Release is held invalid, the invalidity of such
     provision shall not affect any other provisions of this Release. This
     Release is governed by, and construed and interpreted in accordance with
     the laws of the State of Ohio, without regard to principles of conflicts of
     law. Executive consents to venue and personal jurisdiction in the State of
     Ohio for disputes arising under this Release. This Release represents the
     entire understanding between the Parties with respect to subject matter
     herein, and no other inducements or representations have been made or
     relied upon by the Parties. This Release shall be binding upon and inure to
     the benefit of Executive, his heirs and legal representatives, and the
     Corporation and its successors as provided in this Section 5. Any
     modification of



______________________

(1)   INSERT ADDRESS.




                                       E-5

<PAGE>

     this Release must be made in writing and be signed by Executive and the
     Corporation.

ACCEPTED AND AGREED TO:

__________________________________  ________________________________
[Employer Full Name]                [Executive Full Name]


Dated:____________________________  Dated:__________________________







                                       E-6