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                                                                 Exhibit 10-C(3)

                                 THIRD AMENDMENT
                             TO THE DANA CORPORATION
                              EXCESS BENEFITS PLAN

                  Pursuant to resolutions of the Board of Directors adopted on
October 21, 2003, the Dana Corporation Excess Benefits Plan (the "Plan") is
hereby amended, effective as of December 8, 2003, as set forth below.

                  1.       Section 1.3 of the Plan is amended by deleting the
definition of "Change in Control" and replacing it in its entirety as follows:

                  1.3      "Change in Control" shall mean the first to occur of
         any of the following events:

                  (a)      any Person is or becomes the Beneficial Owner,
                           directly or indirectly, of securities of the Company
                           (not including in the securities Beneficially Owned
                           by such Person any securities acquired directly from
                           the Company or its Affiliates) representing 20% or
                           more of the combined voting power of the Company's
                           then outstanding securities, excluding any Person who
                           becomes such a Beneficial Owner in connection with
                           any acquisition by any corporation pursuant to a
                           transaction that complies with clauses (1), (2) and
                           (3) of paragraph (c) below; or

                  (b)      the following individuals cease for any reason to
                           constitute a majority of the number of directors then
                           serving: individuals who, on December 8, 2003,
                           constitute the Board (the "Incumbent Board") and any
                           new director whose appointment or election by the
                           Board or nomination for election by the Company's
                           stockholders was approved or recommended by a vote of
                           at least two-thirds (2/3) of the directors then still
                           in office who either were directors on December 8,
                           2003 or whose appointment, election or nomination for
                           election was previously so approved or recommended.
                           For purposes of the preceding sentence, any director
                           whose initial assumption of office is in connection
                           with an actual or threatened election contest,
                           including but not limited to a consent solicitation,
                           relating to the election of directors of the Company,
                           shall not be treated as a member of the Incumbent
                           Board; or

                  (c)      there is consummated a merger, reorganization,
                           statutory share exchange or consolidation or similar
                           corporate transaction involving the Company or any
                           direct or indirect subsidiary of the Company, a sale
                           or other disposition of all or substantially all of
                           the assets of the Company, or the acquisition of
                           assets or stock of another entity by the Company or
                           any of its subsidiaries (each a "Business
                           Combination"), in each case unless, immediately
                           following such Business Combination, (1) the voting
                           securities of the Company outstanding immediately
                           prior to such Business Combination (the "Prior Voting
                           Securities") continue to represent (either by
                           remaining outstanding or by being converted into
                           voting securities of the surviving entity of the
                           Business Combination or any parent thereof) at least
                           50% of the combined voting power of the

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                           securities of the Company or such surviving entity or
                           parent thereof outstanding immediately after such
                           Business Combination, (2) no Person is or becomes the
                           Beneficial Owner, directly or indirectly, of
                           securities of the Corporation or the surviving entity
                           of the Business Combination or any parent thereof
                           (not including in the securities Beneficially Owned
                           by such Person any securities acquired directly from
                           the Corporation or its Affiliates) representing 20%
                           or more of the combined voting power of the
                           securities of the Corporation or surviving entity of
                           the Business Combination or the parent thereof,
                           except to the extent that such ownership existed
                           immediately prior to the Business Combination and (3)
                           at least a majority of the members of the board of
                           directors of the Corporation or the surviving entity
                           of the Business Combination or any parent thereof
                           were members of the Incumbent Board at the time of
                           the execution of the initial agreement or of the
                           action of the Board providing for such Business
                           Combination; or

                  (d)      the stockholders of the Company approve a plan of
                           complete liquidation or dissolution of the Company.

                  Notwithstanding the foregoing, any disposition of all or
         substantially all of the assets of the Company pursuant to a spinoff,
         splitup or similar transaction (a "Spinoff") shall not be treated as a
         Change in Control if, immediately following the Spinoff, holders of the
         Prior Voting Securities immediately prior to the Spinoff continue to
         beneficially own, directly or indirectly, more than 50% of the combined
         voting power of the then outstanding securities of both entities
         resulting from such transaction, in substantially the same proportions
         as their ownership, immediately prior to such transaction, of the Prior
         Voting Securities; provided, that if another Business Combination
         involving the Corporation occurs in connection with or following a
         Spinoff, such Business Combination shall be analyzed separately for
         purposes of determining whether a Change in Control has occurred.

                  2.       Section 4.7(a) of the Plan is deleted in its entirety
and replaced by the following:

                  (a)      Lump sum payment. Upon the occurrence of a Change in
         Control, (i) each Employee, (ii) each former Employee and (iii) each
         Employee's spouse or beneficiary following his death who is receiving
         benefits under the Plan (each, a "Recipient") shall receive, on account
         of future payments of any and all benefits due under the Plan, a Lump
         Sum Payment, so that each such Employee, former Employee or Recipient
         will receive substantially the same amount of after-tax income as
         before the Change of Control, determined as set forth in paragraph (c)
         of this Section 4.7.

                  3.       The following sentence is inserted at the end of
Section 4.7(c) of the Plan:

                  The date of the Change in Control shall be treated as the date
         of retirement for each Employee who would otherwise be eligible for
         retirement as of such date for purposes of calculating the Lump Sum
         Payment.

                  4.       A new sentence shall be added at the end of the Plan:

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                  The Third Amendment to the Plan is effective as of December 8,
2003.

In Witness Whereof,  Dana Corporation has adopted this amendment.

                                         DANA CORPORATION

                                     By: R. B. Priory
                                         ------------
                                         Chairman of the Compensation
                                         Committee of the Board of Directors

ATTEST

/s/ R. W. Spriggle
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