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                                                                 Exhibit 10-A(3)

                                SECOND AMENDMENT
                             TO THE DANA CORPORATION
                          ADDITIONAL COMPENSATION PLAN

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

                  1.       Section 2.B. of the Plan is amended by deleting the
definition of "Change in Control of the Corporation" and replacing it in its
entirety as follows:

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

                  (i)      any Person is or becomes the Beneficial Owner,
         directly or indirectly, of securities of the Corporation (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 Corporation'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 (A), (B) and (C)
         of paragraph (iii) below; or

                  (ii)     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 of Directors
         of the Corporation (the "Incumbent Board") and any new director whose
         appointment or election by the Board of Directors of the Corporation or
         nomination for election by the Corporation'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
         Corporation, shall not be treated as a member of the Incumbent Board;
         or

                  (iii)    there is consummated a merger, reorganization,
         statutory share exchange or consolidation or similar corporate
         transaction involving the Corporation or any direct or indirect
         subsidiary of the Corporation, a sale or other disposition of all or
         substantially all of the assets of the Corporation, or the acquisition
         of assets or stock of another entity by the Corporation or any of its
         subsidiaries (each a "Business Combination"), in each case unless,
         immediately following such Business Combination, (A) the voting
         securities of the Corporation 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
         securities of the Corporation or such surviving entity or parent
         thereof outstanding immediately after such Business Combination, (B) 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

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         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 (C) 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

                  (iv)     the stockholders of the Corporation approve a plan of
         complete liquidation or dissolution of the Corporation.

                  Notwithstanding the foregoing, any disposition of all or
         substantially all of the assets of the Corporation pursuant to a
         spinoff, splitup or similar transaction (a "Spinoff") shall not be
         treated as a Change in Control of the Corporation 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 of the Corporation has
         occurred.

                  2.       The following text is inserted at the end of
                           Section 4:

                           Upon the occurrence of a Change in Control of the
Corporation, all eligible participants who are named on the Corporate Award List
as of the date of the Change in Control of the Corporation and who are employed
by the Corporation or one of its subsidiaries as of the Change in Control of the
Corporation shall be entitled to receive a lump sum annual bonus payment as soon
as practicable following the Change in Control of the Corporation equal to the
product of (i) the greater of (x) the eligible participant's award level for the
Year as established by the Committee pursuant to Section 4.A. of the Plan and
(y) the eligible participant's Short Term Award calculated based on actual
performance through the date of the Change in Control of the Corporation (with
performance targets pro-rated for such period) and (ii) a fraction, the
numerator of which is the number of days in the Year prior to the date of the
Change in Control of the Corporation and the denominator of which is 365.

                           During the portion of any Year in which a Change in
Control of the Corporation occurs that follows the date of such Change in
Control of the Corporation, eligible participants who are named on the Corporate
Award List as of the date of the Change in Control of the Corporation and who
continue to be employed by the Company or its subsidiaries shall be entitled to
award levels, performance targets and bonus opportunities which would provide
them for the Year in which the Change in Control of the Corporation occurs with
aggregate award levels and performance targets that are no less favorable than
those initially in effect for the Year in which the Change in Control of the
Corporation occurs (taking into account the payment made under the immediately
preceding paragraph).

                           This Plan shall not be amended in anticipation of or
in conjunction with the occurrence of a Change in Control of the Corporation or
at any time following a Change in

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Control of the Corporation in any manner that would adversely affect the rights
of eligible participants under the Plan. No amendment or termination of this
Plan shall impair or diminish the obligations of the Company to any eligible
participants or the rights of any eligible participants under the Plan under any
notices or agreements previously issued pursuant to the Plan.

                  3.       Section 11 of the Plan is amended by adding the
following sentence at the end of such Section:

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

In Witness Whereof,  Dana Corporation has adopted this amendment.

                                            DANA CORPORATION

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

ATTEST

/s/ R. W. Spriggle
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