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                                                                    EXHIBIT 10-V

                  HUMAN RESOURCES MANAGEMENT AND ADMINISTRATION
                            MASTER SERVICES AGREEMENT

                                     between

                                DANA CORPORATION

                                       and

                   INTERNATIONAL BUSINESS MACHINES CORPORATION

                              Dated March 31, 2005

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                                TABLE OF CONTENTS

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ARTICLE 1.   DEFINITIONS............................................................................       2

ARTICLE 2.   TERM...................................................................................       2

     2.1   Initial Term.............................................................................       2

     2.2   First Extension Period...................................................................       2

     2.3   Second Extension Period..................................................................       2

     2.4   Term.....................................................................................       2

ARTICLE 3.   SERVICES GENERALLY.....................................................................       2

     3.1   Scope of Services........................................................................       2

     3.2   Dana Group...............................................................................       3

     3.3   Right to Change Service Volumes; Variable Fees...........................................       5

     3.4   Governmental Approvals and Consents......................................................       5

     3.5   No Exclusivity; Insourcing...............................................................       5

     3.6   Knowledge Sharing........................................................................       6

     3.7   Compliance with Internal IT Standards....................................................       6

     3.8   Reports..................................................................................       7

     3.9   Procurement..............................................................................       7

ARTICLE 4.   TRANSFORMATION SERVICES................................................................       7

     4.1   Transformation Services..................................................................       7

     4.2   Completion and Acceptance of Transformation Services.....................................       7

ARTICLE 5.   PROJECTS AND NEW SERVICES..............................................................       8

     5.1   Existing Projects........................................................................       8

     5.2   Projects.................................................................................       8

     5.3   New Services.............................................................................       9

     5.4   Third Party Services.....................................................................      10

     5.5   Cooperation..............................................................................      10

ARTICLE 6.   SERVICE LEVELS.........................................................................      11

     6.1   Service Levels...........................................................................      11

     6.2   New Service Levels.......................................................................      11

     6.3   Adjustment of Service Levels.............................................................      11

     6.4   Measurement and Monitoring Tools.........................................................      12
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     6.5   Root-Cause Analysis......................................................................      13

     6.6   Continuous Improvement and Best Practices................................................      13

     6.7   Performance Credits......................................................................      13

     6.8   Deliverable Credits......................................................................      14

     6.9   Performance Information..................................................................      14

     6.10  Customer Satisfaction Surveys............................................................      14

ARTICLE 7.   TECHNOLOGY.............................................................................      14

     7.1   Retained Systems and Retained Processes..................................................      15

     7.2   Process And Technology Evolution.........................................................      16

ARTICLE 8.   INTERNATIONAL SERVICES.................................................................      17

     8.1   Worldwide Agreement......................................................................      17

     8.2   Assignment...............................................................................      17

     8.3   Local Country Agreements.................................................................      17

ARTICLE 9.   CONTRACT ADMINISTRATION................................................................      17

     9.1   Assigned Agreements......................................................................      18

     9.2   Assigned Agreement Invoices..............................................................      18

     9.3   Managed Agreements.......................................................................      18

     9.4   Managed Agreement Invoices...............................................................      18

     9.5   Performance Under Managed Agreements.....................................................      19

ARTICLE 10.  SERVICE LOCATIONS......................................................................      19

     10.1  Service Locations........................................................................      19

     10.2  Physical Safety and Security Procedures..................................................      19

     10.3  Information Security.....................................................................      19

ARTICLE 11.  HUMAN RESOURCES........................................................................      20

     11.1  Human Resources..........................................................................      20

ARTICLE 12.  PROJECT STAFF..........................................................................      20

     12.1  Project Staff Matters....................................................................      20

     12.2  Subcontractors...........................................................................      21

     12.3  Conduct of Project Staff.................................................................      21
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ARTICLE 13.  CONTINUED PROVISION OF SERVICES........................................................      22

     13.1  Disaster Recovery Plan...................................................................      22

     13.2  Force Majeure............................................................................      22

     13.3  Alternate Source.........................................................................      23

     13.4  No Payment for Unperformed Services......................................................      23

     13.5  Allocation of Resources..................................................................      23

ARTICLE 14.  DANA RESPONSIBILITIES..................................................................      23

     14.1  Dana Operational Responsibilities........................................................      23

     14.2  Dana Resources...........................................................................      24

     14.3  Management of Issues.....................................................................      25

ARTICLE 15.  FEES AND PAYMENT.......................................................................      25

     15.1  Fees.....................................................................................      25

     15.2  Variable Fees............................................................................      25

     15.3  Invoices.................................................................................      26

     15.4  INTENTIONALLY BLANK......................................................................      26

     15.5  Refundable Items; Prepaid Expenses.......................................................      26

     15.6  Adjustments to Fees......................................................................      26

     15.7  Expenses.................................................................................      26

     15.8  Disputed Charges.........................................................................      26

     15.9  Rights of Set-Off........................................................................      27

     15.10 Unused Credits...........................................................................      27

     15.11 Benchmarking.............................................................................      27

     15.12 Unforeseen Technology Improvements.......................................................      30

     15.13 Gainsharing..............................................................................      30

ARTICLE 16.  TAXES..................................................................................      31

ARTICLE 17.  AUDITS.................................................................................      31

     17.1  Service Audits...........................................................................      32

     17.2  Fees Audits..............................................................................      33

     17.3  Service Provider Audits..................................................................      33

     17.4  Record Retention.........................................................................      33
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     17.5  Facilities...............................................................................      33

     17.6  General..................................................................................      33

ARTICLE 18.  RELATIONSHIP MANAGEMENT................................................................      34

     18.1  Governance Guidelines and Principles.....................................................      34

     18.2  Responsibilities.........................................................................      34

     18.3  Dana Appointments........................................................................      34

     18.4  Service Provider Appointments............................................................      34

     18.5  Role of Relationship Managers............................................................      34

     18.6  Senior Executives........................................................................      35

     18.7  Escalation Procedure for Relationship Issues.............................................      35

     18.8  Executive Level Meeting..................................................................      35

     18.9  Quarterly Budgeting......................................................................      35

     18.10 Aligning Project Staff with Dana Objectives..............................................      35

     18.11 Continuity of Services...................................................................      36

ARTICLE 19.  CONTRACT MANAGEMENT....................................................................      36

     19.1  Policies and Procedures Manual...........................................................      36

     19.2  Change Control Procedures................................................................      36

ARTICLE 20.  PROPRIETARY RIGHTS.....................................................................      36

     20.1  Dana Software and Dana Tools.............................................................      36

     20.2  Service Provider Software and Tools......................................................      37

     20.3  Work Product.............................................................................      38

     20.4  Interface Information....................................................................      39

     20.5  Residual Information.....................................................................      39

ARTICLE 21.  DATA...................................................................................      39

     21.1  Ownership of Dana Data...................................................................      39

     21.2  Return of Data...........................................................................      39

ARTICLE 22.  CONFIDENTIALITY........................................................................      39

     22.1  Use and Disclosure.......................................................................      39

     22.2  Required Disclosure......................................................................      40

     22.3  Unauthorized Acts........................................................................      40
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     22.4  Return of Confidential Information.......................................................      40

     22.5  Business Associate Agreement.............................................................      41

     22.6  Data Protection Laws.....................................................................      41

ARTICLE 23.  REPRESENTATIONS AND WARRANTIES.........................................................      42

     23.1  By Dana..................................................................................      42

     23.2  By Service Provider......................................................................      43

     23.3  Disclaimer...............................................................................      43

ARTICLE 24.  ADDITIONAL COVENANTS...................................................................      44

     24.1  By Dana..................................................................................      44

     24.2  By Service Provider......................................................................      45

     24.3  Changes in Laws..........................................................................      47

ARTICLE 25.  TERMINATION............................................................................      47

     25.1  Termination for Convenience..............................................................      47

     25.2  Termination for Change in Control of Dana................................................      47

     25.3  Termination for Change in Control of Service Provider....................................      47

     25.4  Termination By Dana for Cause............................................................      48

     25.5  Termination for Failure to Complete Transformation.......................................      48

     25.6  Service Level Termination Event..........................................................      48

     25.7  Termination for Failure to Provide Adequate Assurance of Due Performance.................      48

     25.8  Termination by Service Provider for Cause................................................      48

     25.9  Termination for Insolvency Event.........................................................      49

     25.10 Termination for Failure to Maintain Adequate Controls....................................      49

     25.11 Other Terminations.......................................................................      49

ARTICLE 26.  TERMINATION FEES.......................................................................      49

     26.1  Termination Fees.........................................................................      49

ARTICLE 27.  TERMINATION ASSISTANCE.................................................................      49

     27.1  Termination Assistance Services..........................................................      49

     27.2  Exit Rights..............................................................................      51

     27.3  Right to Hire Project Staff..............................................................      52
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     27.4  Termination Assistance Upon Change in Services Volumes or Insourcing or Resourcing.......      52

     27.5  Injunctive Relief........................................................................      52

ARTICLE 28.  INDEMNITIES............................................................................      52

     28.1  Indemnities by Dana......................................................................      52

     28.2  Indemnities by Service Provider..........................................................      54

     28.3  Indemnification Procedures...............................................................      56

     28.4  Injunctions Affecting Services...........................................................      57

ARTICLE 29.  DAMAGES................................................................................      57

     29.1  Direct Damages...........................................................................      57

     29.2  Consequential Damages....................................................................      57

     29.3  Exceptions...............................................................................      58

     29.4  Interpretation of Cap....................................................................      59

     29.5  Injunctive Relief........................................................................      59

ARTICLE 30.  INSURANCE..............................................................................      59

     30.1  Insurance................................................................................      59

     30.2  Period of Insurance......................................................................      60

     30.3  Insurance Documentation..................................................................      61

     30.4  Risk of Loss.............................................................................      61

     30.5  Deductibles or Self Insurance............................................................      61

ARTICLE 31.  MISCELLANEOUS PROVISIONS...............................................................      61

     31.1  Assignment...............................................................................      61

     31.2  Notices..................................................................................      61

     31.3  Counterparts.............................................................................      62

     31.4  Relationship.............................................................................      62

     31.5  Consents, Approvals and Requests.........................................................      62

     31.6  Waivers..................................................................................      63

     31.7  Remedies Cumulative......................................................................      63

     31.8  Amendments...............................................................................      63

     31.9  Survival.................................................................................      63
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     31.10 Third Party Beneficiaries................................................................      63

     31.11 Covenant of Further Assurances...........................................................      63

     31.12 Negotiated Terms.........................................................................      63

     31.13 Export...................................................................................      63

     31.14 Non-Solicitation.........................................................................      63

     31.15 Conflict of Interest.....................................................................      64

     31.16 Publicity................................................................................      64

     31.17 Liens....................................................................................      64

ARTICLE 32.  CONSTRUCTION...........................................................................      64

     32.1  Background...............................................................................      64

     32.2  Incorporation and References.............................................................      64

     32.3  Headings.................................................................................      65

     32.4  Severability.............................................................................      65

     32.5  Sole and Exclusive Venue.................................................................      65

     32.6  Section 365(n)...........................................................................      65

     32.7  Governing Law............................................................................      65

     32.8  Waiver of Jury Trial.....................................................................      66

     32.9  Entire Agreement.........................................................................      66

     32.10 Interpretation Consistent with Law; Conflicts............................................      66
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                                    SCHEDULES

Schedule 1  - Definitions

Schedule 2  - Statement of Work

Schedule 3  - Transformation

Schedule 4  - Governance

Schedule 5  - Service Levels and Performance Credits

Schedule 6  - Fees

Schedule 7  - Reports

Schedule 8  - Dana Operational Responsibilities and Resources

Schedule 9  - Outline of Policies and Procedures Manual

Schedule 10 - Existing Projects

Schedule 11 - Approved Subcontractors

Schedule 12 - Service Locations

Schedule 13 - Form of Confidentiality Agreement

Schedule 14 - Dana Information Security Requirements

Schedule 15 - Dana Technology Standards

Schedule 16 - Software and Tools

Schedule 17 - Business Associate Agreement

Schedule 18 - Human Resources

Schedule 19 - Dana Policies and Procedures

Schedule 20 - Disaster Recovery and Business Continuity Requirements

Schedule 21 - Customer Satisfaction Surveys

Schedule 22 - Form of Work Order

Schedule 23 - Assigned Agreements and Managed Agreements

Schedule 24 - Benchmarkers

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                  HUMAN RESOURCES MANAGEMENT AND ADMINISTRATION
                            MASTER SERVICES AGREEMENT

This Human Resources Management And Administration Master Services Agreement,
dated March 31, 2005 (the "Effective Date"), is between Dana Corporation
("Dana") and International Business Machines Corporation ("Service Provider").

                                   BACKGROUND

Dana issued a Request for Proposal seeking a service provider or service
providers of human resources management and administration services and
conducted a competitive bid process for the provision of such services.

Dana and Service Provider assert that the goals and objectives of this Agreement
are to:

      (A)   provide first class human resource management and administration to
            Dana's current and former employees, managers and business partners;

      (B)   deliver economic value to Dana through innovative, efficient and
            effective service delivery;

      (C)   achieve cost reductions with respect to Dana's human resource
            operations through process transformation and standardization;

      (D)   provide human resource management and administration services that
            enable Dana to attract, develop and retain best talent;

      (E)   deliver services at a cost, for a price, and at a standard that is
            competitive with other providers of human resource management and
            administration services in the market;

      (F)   provide service that is customer-focused and reflects Dana's
            business imperatives;

      (G)   allow Dana to acquire services with flexibility that is consistent
            with Dana's changing business needs while minimizing the operational
            risk to which Dana and Service Provider are exposed;

      (H)   proactively work to reduce human resource management and
            administration costs and increase efficiency; and

      (I)   ensure a smooth, efficient and timely transition from Dana's
            internal Human Resources Department without materially disrupting
            Dana's business operations.

Based on these goals and objectives, Dana has agreed to engage Service Provider,
and Service Provider has agreed to be engaged, as a provider of human resource
management and administration services to Dana.

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Dana will acquire services from Service Provider and Service Provider will
provide those services on the terms set forth in this Agreement.

ARTICLE 1. DEFINITIONS

Capitalized terms used in this Agreement have the meanings set forth in Schedule
1 (Definitions).

ARTICLE 2. TERM

2.1   Initial Term. The initial term of this Agreement (the "Initial Term") will
      commence on the Effective Date and, unless this Agreement is earlier
      terminated in accordance with its terms or extended under Section 2.2,
      will expire at 11:59 p.m. Eastern Time on March 31, 2015 (the "Initial
      Agreement Expiration Date").

2.2   First Extension Period. Twelve months before the Initial Agreement
      Expiration Date, Service Provider will present Dana with a written
      proposal setting forth terms and conditions on which Service Provider
      proposes to continue providing the Services for an additional period. If
      the Parties are unable to agree upon the terms and conditions for the
      renewal of this Agreement after the Initial Term, Dana may, by notifying
      Service Provider in writing no later than 30 days before the Initial
      Agreement Expiration Date, elect to extend the effectiveness of this
      Agreement, for a period of time designated by Dana that will not exceed
      twelve months from the Initial Agreement Expiration Date (the "First
      Extension Period"), which renewal will be at the then current terms and
      conditions, including pricing. If Dana does not elect to extend this
      Agreement under this Section, then this Agreement will expire at the end
      of the Initial Term.

2.3   Second Extension Period. Six months before the end of the First Extension
      Period, Service Provider will present Dana with a written proposal setting
      forth terms and conditions on which Service Provider proposes to continue
      providing the Services for an additional period. If the Parties are unable
      to agree upon the terms and conditions for the renewal of this Agreement
      after the First Extension Period, Dana may, by notifying Service Provider
      in writing no later than 30 days before the end of the First Extension
      Period, elect to extend the effectiveness of this Agreement, for a period
      of time designated by Dana that will not exceed twelve months from the end
      of the First Extension Period (such period, together with the First
      Extension Period, the "Extension Periods"), which renewal will be at the
      then current terms and conditions, including pricing. If Dana does not
      elect to extend this Agreement under this Section, then this Agreement
      will expire at the end of the First Extension Period.

2.4   Term. The "Term" of this Agreement consists of the Initial Term and all
      Extension Periods. The Termination Assistance Period may extend beyond the
      Term as set forth in Article 27.

ARTICLE 3. SERVICES GENERALLY

3.1   Scope of Services. Service Provider will provide the following services to
      the Dana Group Companies, as the Dana Group Companies may evolve during
      the Term and

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      as such services may be supplemented, enhanced, modified or replaced
      (collectively, the "Services"):

      (A)   the human resource management and administration services, functions
            and responsibilities set forth in this Agreement, in Schedule 2
            (Statement of Work), as complemented by the Base Case defined
            therein, and in the other Schedules to this Agreement;

      (B)   services, functions and responsibilities reasonably related to the
            Services identified in subsection (A) above and routinely performed
            by the Affected Employees and any other Dana personnel and
            contractors who are transitioned to Service Provider, displaced or
            whose functions were displaced as a result of this Agreement, even
            if not specifically described in this Agreement;

      (C)   human resource management and administration services, functions and
            responsibilities that are of a nature and type that, within a
            company in the automotive industry, would ordinarily be performed by
            the organization or the part of the organization performing services
            similar to those specifically described in this Agreement, even if
            not specifically described in this Agreement;

      (D)   Transformation Services;

      (E)   services, functions and responsibilities identified in Work Orders
            adopted by the Parties for Projects undertaken under this Agreement;

      (F)   New Services upon Dana's approval of Service Provider's New Services
            Schedule;

      (G)   Technology Evolution;

      (H)   Termination Assistance Services; and

      (I)   services, functions and responsibilities not specifically described
            in this Agreement, the Schedules, any New Service Schedule or any
            Work Order, but that are required for the proper performance and
            delivery, or are an inherent part, of the services, functions or
            responsibilities specifically described in such documents.

3.2   Dana Group.

      (A)   Service Provider will provide the Services to (1) Dana and any other
            member of the Dana Group Companies designated by Dana, irrespective
            of Dana's corporate structure and (2) any New Entity as directed by
            Dana under subsection (B) of this Section. Service Provider will
            provide the Services to such authorized users at the sites at which
            such entities operate as of the Effective Date and any additional
            sites that Dana may request during the Term. Fees for Services at
            any such new sites will be as set forth in Schedule 6 (Fees), unless
            a material cost differential justifies specific alternative rates or
            charges.

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      (B)   If as a result of a Restructure or otherwise an entity that is not a
            Dana Group Company (a "New Entity") is acquired by Dana or acquires
            or becomes responsible for some of the business, assets, operations
            or management of a Dana Group Company, then, at Dana's discretion
            and in accordance with its directions, Service Provider will provide
            the Services to the New Entity. In such directions, Dana may require
            Service Provider to provide the Services to a New Entity under this
            Agreement or, provided that the party to such separate agreement
            with Service Provider is a creditworthy entity, under a separate
            agreement on the same terms. A party will be a creditworthy entity
            if such party meets Service Provider's then current generally
            applicable requirements for outsourcing customer credit worthiness
            or if such party's credit rating is substantially comparable with or
            better than Dana's credit rating as of the Effective Date. If the
            Services are provided under a separate agreement, Dana will have no
            obligation to pay, or guarantee the payment of, any fees in relation
            to those Services provided to the New Entity. The Services provided
            to the Dana Group Companies or any New Entity under a separate
            agreement will be included in the calculation of actual service
            volumes, if any, under this Agreement. For the avoidance of doubt,
            Dana has no obligation to obtain Services from Service Provider with
            respect to any New Entity.

      (C)   If a Restructure includes the divestiture of an entity, a business
            unit or assets of Dana, Service Provider will, at Dana's request,
            for a period of up to 18 months from the effective date of such
            Restructure, continue to provide the Services to such divested
            entity or business unit, or to the purchaser of such assets, at the
            applicable Fees then in effect; provided that Dana or the entity,
            unit or purchaser agrees to be responsible for the payment of such
            Fees. If Service Provider is requested to continue to provide the
            Services pursuant the foregoing sentence, Service Provider will, at
            Dana's request, enter into good faith negotiations with such entity,
            unit or purchaser with respect to an agreement regarding the payment
            of such Fees.

      (D)   Service Provider will, at no additional cost to Dana (to the extent
            such assistance and information can be provided using the personnel
            resources Service Provider is then using to provide the Services
            without adversely affecting its ability to provide the Services and
            meet the Service Levels), provide to Dana all reasonable assistance
            and information as may be necessary, in the opinion of Dana, where
            Dana indicates that it is considering or intends a Restructure,
            including:

            (1)   responding promptly to requests for information relating to
                  the Services and Fees for the Services;

            (2)   if requested by Dana, assisting in discussions with third
                  parties relating to any equipment, licenses or contracts
                  relevant to the proposed New Entity;

            (3)   providing acquisition support (including assessments,
                  transition planning and migration support);

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            (4)   cooperating in good faith with Dana in relation to the
                  Restructure;

            (5)   providing any Termination Assistance Services that may be
                  necessary in the circumstances in accordance with Article 27;
                  and

            (6)   such other assistance as may be necessary or reasonable at the
                  time.

3.3   Right to Change Service Volumes; Variable Fees.

      (A)   During the Term and the Termination Assistance Period, Dana may from
            time to time increase or decrease service volumes within the
            Services, including by adding or removing members of the Dana Group
            Companies or locations, by giving Service Provider ten days' notice
            thereof. Such change in Services volumes will be handled in
            accordance with the Additional Resource Charge and Reduced Resource
            Charge methodology, and Minimum Revenue Commitment requirement as
            set forth in Section 3.5(C) and Schedule 6 (Fees). Such notice
            provision does not apply to ordinary fluctuations in service volumes
            in the normal course of business.

      (B)   To the extent that such increased or decreased service volumes are
            within the Services and parameters associated with Variable Fees,
            then the Fees for such Services will be adjusted in accordance with
            the Variable Fees defined in Schedule 6 (Fees).

3.4   Governmental Approvals and Consents.

      (A)   Service Provider will, at its own expense, (1) obtain and maintain
            all Service Provider Governmental Approvals, (2) obtain, maintain
            and comply all of the Service Provider Consents and (3) adhere to
            Dana's instructions in order to comply with the Dana Consents.

      (B)   Dana will, at its own expense, (1) obtain and maintain all Dana
            Governmental Approvals and (2) obtain, maintain and comply with the
            Dana Consents.

      (C)   Each Party will cooperate with the other Party, as requested, in the
            other Party's obtaining Governmental Approvals and Consents that
            such other Party is required to obtain under this Section.

3.5   No Exclusivity; Insourcing.

      (A)   Nothing in this Agreement requires Dana to purchase any of the
            Services from Service Provider. Dana may obtain services similar to
            the Services from a third party or third parties in Dana's sole
            discretion or perform such Services internally subject to the
            Minimum Revenue Commitment set forth in Section 3.5(C) and Schedule
            6 (Fees).

      (B)   Dana will not be obligated to obtain any of the Services from
            Service Provider with respect to any additional entity or business
            unit, including an

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            entity or business unit acquired by Dana. However, Dana will have
            the option to direct Service Provider to provide Services under and
            in accordance with the terms of this Agreement with respect to any
            such additional entity or business unit and such Services will be
            chargeable in accordance with Schedule 6 (Fees). If such additional
            entity or business unit has an agreement with Service Provider for
            human resource management or administration services at the time of
            such acquisition, Service Provider will not impose any termination
            fees on Dana or such entity in connection with the termination of
            such agreement but will add any remaining termination fees under
            such agreement to the applicable years of Termination Fees under
            this Agreement.

      (C)   Upon at least 45 days' notice to Service Provider, Dana may insource
            or obtain from a third party any portion of the Services. No
            termination fee will be payable by Dana in connection with any
            insourcing or resourcing under this subsection provided such action
            does not reduce Service Provider's anticipated revenue under this
            Agreement below the Minimum Revenue Commitment defined in Schedule 6
            (Fees). Upon Dana's exercise of any of its rights under this
            subsection, the Fees will be adjusted in accordance with Schedule 6
            (Fees), based upon the scope of the Services Dana will continue to
            receive thereafter. This subsection (C) does not apply to changes in
            service volumes that are governed by Section 3.3. Furthermore, the
            notice requirement of this subsection does not apply to changes in
            the Services during the Termination Assistance Period.

      (D)   Service Provider will provide Dana with information related to the
            Services that Dana reasonably requests during the Term to enable
            Dana to draft a request for proposal relating to the Services and to
            provide due diligence information for recipients of such request for
            proposal, even if Service Provider is not one of the recipients of
            the request for proposal. This provision does not require Service
            Provider to disclose or permit disclosure of any Service Provider
            Confidential Information to any Service Provider Competitor.

3.6   Knowledge Sharing. At least once every Contract Year, or on request upon
      at least 30 days' prior notice from Dana, Service Provider will meet with
      representatives of Dana in order to (A) explain how the Services are
      provided, (B) explain how the Service Provider Systems work and should be
      operated and (C) provide such training and documentation as Dana may
      require for Dana to (1) provide services that interact with or interface
      with the Services and (2) understand and operate the Service Provider
      Systems and understand and provide the Services after the expiration or
      termination of this Agreement.

3.7   Compliance with Internal IT Standards. Service Provider will comply with
      Dana's information management technical architecture and product
      standards, as such may be modified by Dana from time to time during the
      Term. Dana's information management technical architecture and product
      standards are, as of the Effective Date, as set forth in Schedule 15 (Dana
      Technology Standards). Dana remains responsible for promulgation,
      interpretation and distribution of the Dana Technology Standards.

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3.8   Reports. Service Provider will provide to Dana, in a form acceptable to
      Dana, the reports set forth in Schedule 7 (Reports), including appropriate
      and accurate asset inventory capture and management reports.

3.9   Procurement. At Dana's request and in accordance with the Policies and
      Procedures Manual, Service Provider will obtain on behalf of Dana
      equipment, software and services to be used by Dana in connection with its
      receipt or use of the Services. Dana will pay to Service Provider, or the
      third-party supplier, lessor or licensor, as applicable, the purchase
      price, leasing fees or license fees, as applicable, due for such
      equipment, software or services.

ARTICLE 4. TRANSFORMATION SERVICES

4.1   Transformation Services.

      (A)   Beginning on the Effective Date, Service Provider will perform all
            functions and services (except those responsibilities designated as
            Dana responsibilities in Schedule 3 (Transformation)) (the
            "Transformation Services") necessary to accomplish the migration of
            Dana's human resource management and administration operations and
            capabilities from Dana to Service Provider, and thereafter to
            undertake the transformation of such human resource management and
            administration processes and systems, as described in Schedule 3
            (Transformation) (the "Transformation").

      (B)   The Transformation will be implemented in staggered phases with
            overlapping timeframes as to each of the Service function groups or
            geographic areas specified in Schedule 3 (Transformation) (each
            group or area, a "Phased Service Component"). The Transformation of
            each Phased Service Component will be completed on or before the
            date set forth for such Phased Service Component in Schedule 3
            (Transformation) (each, a "Transformation Date"). Dana will perform
            those responsibilities designated as Dana responsibilities in
            Schedule 3 (Transformation) in accordance with the Transformation
            Plan.

      (C)   Service Provider will perform the Transformation Services in
            accordance with Schedule 3 (Transformation) without causing a
            material disruption to Dana's business.

      (D)   Until the completion of the Transformation Services, each Party will
            update the other Party regarding the status of the Transformation
            Services as often as may be reasonably requested by such other
            Party, but in any event no less frequently than weekly.

4.2 Completion and Acceptance of Transformation Services.

      (A)   The Transformation of each Phased Service Component will not be
            complete until Service Provider has successfully completed the
            Transformation Services applicable to such Phased Service Component
            (in accordance with the process set

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            forth in the Transformation Plan) and acceptance takes place in
            accordance with this Section.

      (B)   Subject to the Change Control Procedures, from time to time, and
            without affecting Dana's right to Deliverable Credits or prejudicing
            Dana's right to seek other remedies, Dana may postpone the
            Transformation Date for one or more Phased Service Components or
            change the order of implementation of the Phased Service Components.

      (C)   Upon successful completion of the Transformation as to each of the
            Phased Service Components (i.e., the completion of the last
            milestone in the Transformation Plan for such Phased Service
            Component), Service Provider will convene a meeting with the Dana
            Relationship Manager in which the Service Provider Relationship
            Manager will present in person to the Dana Relationship Manager
            notice of successful completion of the Transformation as to such
            Phased Service Component as specified in the Transformation Plan.
            Dana will, within 10 business days after presentation of such
            notice, notify Service Provider whether it accepts or rejects such
            Transformation Services as complete. If Dana does not notify Service
            Provider within such 10-day period, the Transformation will be
            deemed complete as to such Phased Service Component the day after
            such 10-business-day period has expired.

      (D)   If Service Provider has not successfully completed the
            Transformation of a Phased Service Component by the Transformation
            Date specified therefor in the Transformation Plan, without
            affecting Dana's right to Deliverable Credits or prejudicing Dana's
            right to seek other remedies, Dana may:

            (1)   postpone the applicable Transformation Date, in which case (a)
                  Service Provider will submit a plan to Dana for Dana's
                  approval that sets forth how and when Transformation of any
                  incomplete parts of the Phased Service Component will be
                  completed and (b) once Dana has approved the plan, Service
                  Provider will execute such Transformation in accordance with
                  the plan; or

            (2)   notify Service Provider that Dana accepts the Transformation
                  of such Phased Service Component as complete.

ARTICLE 5. PROJECTS AND NEW SERVICES

5.1   Existing Projects. Service Provider will perform each Project set forth in
      Schedule 10 (Existing Projects), completing all Project Milestones and
      providing all Deliverables in accordance with the applicable Work Order.
      If the Fees for any such existing Project are based on time and materials,
      then the Project rates set forth in Schedule 6 (Fees) will apply to such
      Project.

5.2   Projects. From time to time during the Term, Dana may engage Service
      Provider to perform a Project in accordance with the Project work order
      set forth in Schedule 22 (Form of Work Order). Service Provider will
      comply with Schedule 4 (Governance) and

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      perform each Project, complete all Project Milestones and provide all
      Deliverables in accordance with the Work Order.

5.3   New Services.

      (A)   From time to time during the Term, Dana may wish to add one or more
            ongoing New Services (contrasted with Projects, which are
            non-recurring) to the scope of the Services. Dana will provide
            Service Provider with a description of such New Service setting
            forth the services, functions and responsibilities constituting the
            New Service.

      (B)   Service Provider will prepare a proposal to Dana setting forth:

            (1)   how it would perform the New Service;

            (2)   the Fees for the New Service, including terms and conditions
                  regarding any Variable Fees;

            (3)   when appropriate, a transition plan, including a schedule for
                  commencing the New Service;

            (4)   New Service Levels and Performance Credits (unless Service
                  Provider demonstrates to Dana's reasonable satisfaction that
                  Performance Credits should not be applicable) for the New
                  Service;

            (5)   Key Personnel (unless Service Provider demonstrates to Dana's
                  reasonable satisfaction that additional Key Personnel are not
                  necessary) for the New Service;

            (6)   when appropriate, a resource model for the New Service;

            (7)   when appropriate, a description of any new Software or
                  Equipment to be provided by Service Provider in connection
                  with the New Service;

            (8)   when appropriate, the Software and Equipment and run-time
                  requirements necessary to develop and operate any new
                  Software;

            (9)   a description of the human resources necessary to provide the
                  New Service;

            (10)  when appropriate, a list of any existing Software or Equipment
                  included in or to be used in connection with the New Service;

            (11)  when appropriate, acceptance test criteria and procedures for
                  any new Software or any products, packages or components of
                  the New Service;

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            (12)  an outline of a Disengagement Plan for the New Service, or an
                  update or supplement to the then current Disengagement Plan
                  for the Services, which will be prepared following the
                  procedures set forth in Section 27.1;

            (13)  when appropriate, a plan to update or supplement to the then
                  current disaster recovery plan and Policies and Procedures
                  Manual for the New Service; and

            (14)  any other information related to the New Service requested by
                  Dana.

      (C)   Pricing of a New Service will be agreed and will be consistent with
            the then current mechanisms in this Agreement. In any event, Service
            Provider's pricing of the New Service will be no more than the fees
            Service Provider generally charges similar customers for similar
            services. The price for such New Service will also take into account
            resources and expenses of Service Provider for then-existing
            Services that would no longer be required if the New Service were
            implemented.

      (D)   Dana will review Service Provider's proposal and may request
            changes. Service Provider will consider and the Parties will
            negotiate in good faith any such requested changes. Once the
            proposal is agreed, Dana will prepare a New Service Schedule
            incorporating the agreed proposal.

      (E)   Once both Parties agree upon the New Service Schedule, the New
            Service will form part of the Services and the New Service Schedule
            will be added to this Agreement.

      (F)   Dana will not be obligated to pay for any New Service or any other
            service that falls outside the scope of this Section unless Dana has
            approved the service in accordance with this Section.

5.4   Third Party Services. Notwithstanding any request made to Service Provider
      by Dana under Section 5.2 or Section 5.3 or any other provision in this
      Agreement, Dana may contract with a third party to perform any Project or
      New Service. Upon Dana's request, Service Provider will assist Dana in
      identifying qualified third-party service providers to provide such
      Project or New Service, if Service Provider is unwilling or unable to
      provide such Project or New Service.

5.5   Cooperation. To the extent that Dana performs any services itself or
      retains a third party to do so, Service Provider will, to the extent
      reasonably necessary for Dana or such third party to perform such services
      or to interface with the Services and, if such third party will have
      access to Confidential Information of Service Provider, subject to such
      third party executing a confidentiality agreement in the form set forth in
      Schedule 13 (Form of Confidentiality Agreement):

      (A)   cooperate with third parties and Dana, including by providing access
            to design characteristics of Software and Equipment and related data
            to the extent required to facilitate interoperability;

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      (B)   provide any information regarding the operating environment, system
            constraints, protocol, interfaces, architecture and other operating
            parameters reasonably required by Dana or the third party to perform
            the services;

      (C)   provide any reasonable interface resources (including Equipment or
            Software) necessary to enable Equipment to interface or be
            compatible with the Retained Systems;

      (D)   use commercially reasonable efforts to ensure that there is no
            degradation in the provision of the Services caused by adjustments
            made by Service Provider transferring services to a third party or
            to Dana; and

      (E)   agree on procedures with Dana and any third parties providing
            services to Dana for the division of responsibilities in relation to
            services and functions that may overlap between Service Provider and
            the third party.

Service Provider will provide such cooperation, information and resources at no
additional cost to Dana, unless Service Provider notifies Dana, in advance, that
it cannot perform such functions using the personnel resources Service Provider
is then using to provide the Services without adversely affecting its ability to
provide the Services and meet the Service Levels.

ARTICLE 6. SERVICE LEVELS

6.1   Service Levels. Service Provider will perform the Services in accordance
      with the Service Levels set forth in Schedule 5 (Service Levels and
      Performance Credits). Service Provider will provide all Services without
      expressly defined Service Levels at service levels that equal or exceed
      the level of service being provided by Dana before the Commencement Date.

6.2   New Service Levels. Service Provider will perform any New Service in
      accordance with the New Service Levels applicable to such New Service.

6.3   Adjustment of Service Levels.

      (A)   The Lead Executive Team (1) will review the Service Levels for the
            preceding 12 months during the last calendar quarter of every
            Contract Year and (2) with respect to those Service Levels that
            require periodic adjustment under Schedule 5 (Service Levels and
            Performance Credits) or the applicable New Service Schedule or Work
            Order or are no longer appropriate because of an increase, decrease
            or change to the Services, will adjust the Service Levels for the
            subsequent Contract Year in accordance with Schedule 5 (Service
            Levels and Performance Credits). In addition, either Party may, at
            any time upon notice to the other Party, initiate negotiations to
            review and, upon agreement by the Lead Executive Team, adjust a
            Service Level that such Party in good faith believes is
            inappropriate at the time.

      (B)   Dana may, from time to time, in accordance with Schedule 5 (Service
            Levels and Performance Credits), change the Service Levels to
            reflect its changing business needs, including adding or removing a
            Service Level. If Service Provider can

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            demonstrate to Dana's reasonable satisfaction that such new Service
            Level will materially increase Service Provider's cost of performing
            the Services in accordance with the new Service Level, Dana may only
            add that new Service Level if:

            (1)   Service Provider agrees; or

            (2)   Service Provider does not agree, but:

                  (a)   Dana removes an existing Service Level at the same time
                        as introducing the new Service Level and the Parties
                        agree that the aggregate cost of providing the Services
                        in accordance with the new Service Level plus the cost
                        of measuring and reporting on such new Service Level is
                        not materially higher than the aggregate cost of
                        providing the Services under the existing Service Level
                        plus the cost of measuring and reporting on the existing
                        Service Level; or

                  (b)   Dana agrees to pay Service Provider for its incremental
                        cost of providing the Services under the new Service
                        Level plus the cost of measuring and reporting on the
                        new Service Level.

            Any disputes about such incremental cost will be subject to the
            dispute resolution provisions of Schedule 4 (Governance) and this
            Agreement.

6.4   Measurement and Monitoring Tools.

      (A)   As of each Transformation Date (or other date specified in Schedule
            5 (Service Levels and Performance Credits) with respect to any
            Service Level), Service Provider will implement the measurement and
            monitoring tools and procedures required to measure and report (as
            contemplated by Schedule 5 (Service Levels and Performance Credits))
            Service Provider's performance of the Services against the
            applicable Service Levels. Such measurement and monitoring and
            procedures will (1) permit reporting at a level of detail specified
            by Dana that is sufficient to verify compliance with the Service
            Levels and (2) be subject to audit by Dana or its designee.

      (B)   Service Provider will provide Dana with on-line access to such
            measurement and monitoring tools and information, so that Dana is
            able to access the same information as soon as it is available
            on-line to Service Provider.

      (C)   In addition to on-line access to such measurement and monitoring
            tools and information, Service Provider will provide Dana with
            periodic reports on Service Provider's compliance with the Service
            Levels as set forth in Schedule 5 (Service Levels and Performance
            Credits).

      (D)   In addition to on-line access to such measurement and monitoring
            tools and information and such periodic reports, Service Provider
            will provide Dana and its

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            designees access to and information concerning such measurement and
            monitoring tools and procedures upon request, for inspection and
            verification purposes.

6.5   Root-Cause Analysis.

      (A)   With respect to Service Provider's failure to provide the Services
            in accordance with the Service Levels, Service Provider will (1)
            promptly investigate, perform a root cause analysis on the failure
            in accordance with Schedule 4 (Governance), identify the problem
            causing the failure and report to Dana, (2) correct the problem as
            soon as practicable and resume meeting the Service Levels, (3)
            advise Dana of the status of the problem at stages determined by
            Dana and (4) demonstrate to Dana that all reasonable action has been
            taken to prevent any recurrence of such default or failure.

      (B)   Service Provider will, at any time at which Service Provider
            anticipates that it will fail to meet a Service Level, advise Dana
            of the status of the problem at time intervals determined by Dana.

6.6   Continuous Improvement and Best Practices. Service Provider will, on a
      continuous basis, identify ways to improve the Service Levels. Service
      Provider will, from time to time, include updates with respect to such
      improvements in the reports provided to Dana under Section 3.8.

6.7   Performance Credits.

      (A)   In the event of a failure to provide the Services in accordance with
            the applicable Critical Service Levels, Service Provider will incur
            the Performance Credits identified in and according to the terms set
            forth in Schedule 5 (Service Levels and Performance Credits) or a
            New Service Schedule.

      (B)   Performance Credits will be allocated among the Critical Service
            Levels and calculated in accordance with the procedure set forth in
            Schedule 5 (Service Levels and Performance Credits). Dana may from
            time to time reallocate the Performance Credit percentages assigned
            to the Critical Service Levels as set forth in Schedule 5 (Service
            Levels and Performance Credits).

      (C)   The Performance Credits will not limit Dana's right to recover, in
            accordance with this Agreement, other damages incurred by Dana as a
            result of a Service Level failure.

      (D)   In addition to Dana's right to receive Performance Credits and any
            damages to which Dana may be entitled for a Service Level default,
            Dana may terminate this Agreement for certain Service Level defaults
            as set forth in Section 25.6.

      (E)   Nothing in this Section will be deemed to limit or obviate Dana's
            right to terminate this Agreement under Section 25.4.

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6.8   Deliverable Credits.

      (A)   Deliverable Credits apply to:

            (1)   Critical Deliverables as specified in this Agreement;

            (2)   Critical Deliverables specified in the Transformation Plan;
                  and

            (3)   such other Critical Deliverables (including Project milestones
                  set forth in Work Orders) as may be agreed to by the Parties
                  from time to time.

      (B)   Deliverable Credits for certain Critical Deliverables are specified
            in this Agreement or its Schedules or, in the case of Projects, in
            the Work Order for the Project. Amounts for other Critical
            Deliverables required during the Term will be agreed on a
            case-by-case basis.

      (C)   A Deliverable Credit payable for a Critical Deliverable earned in a
            particular month will be credited by Service Provider to Dana on the
            next invoice.

      (D)   Deliverable Credits will not limit Dana's right to recover, in
            accordance with this Agreement, other damages incurred by Dana as a
            result of failure to provide Critical Deliverables that are subject
            to a Deliverable Credit by the time or in the manner agreed.

      (E)   Nothing in this Section will be deemed to limit or obviate Dana's
            right to terminate this Agreement under Section 25.4.

6.9   Performance Information. The raw data and detailed supporting information
      and reports relating to Service Levels and performance ("Performance
      Information") will be Confidential Information of both Parties; provided
      that Dana may disclose the Performance Information in connection with
      obtaining a successor service provider for the Services and Service
      Provider may disclose the Performance Information in a manner that, if
      aggregated with performance information from its other customers, does not
      identify (or enable the identification of) Dana as the recipient of the
      applicable Services. Service Provider will provide material containing the
      Performance Information to Dana promptly on request.

6.10  Customer Satisfaction Surveys. Service Provider will conduct customer
      satisfaction surveys in accordance with this Section 6.10 and Schedule 21
      (Customer Satisfaction Surveys).

      (A)   Within 90 days after the Effective Date, Service Provider will
            select an independent third party and finalize a process for
            conducting customer satisfaction surveys, both subject to Dana's
            prior approval. The selected third party will conduct a baseline
            customer satisfaction survey within such 90-day period.

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      (B)   Additional customer satisfaction surveys will be performed at the
            times specified in, and otherwise in accordance with, Schedule 21
            (Customer Satisfaction Surveys). Such surveys may be performed by
            Service Provider or, at Dana's option, an independent third party.

      (C)   Increasing measures of customer satisfaction will be used by Service
            Provider as a key performance factor in determining the incentive
            compensation of Key Personnel and such other Project Staff as Dana
            may reasonably request.

      (D)   Service Provider will be responsible for all costs associated with
            conducting customer satisfaction surveys under this Section 6.10 and
            Schedule 21 (Customer Satisfaction Surveys).

ARTICLE 7. TECHNOLOGY

7.1   Retained Systems and Retained Processes.

      (A)   Service Provider will use commercially reasonable efforts to ensure
            that (1) in providing the Services it does not by any act or
            omission adversely affect or alter the operation, functionality or
            technical environment of Dana's Retained Systems and Retained
            Processes without the consent of Dana; and (2) Systems and processes
            used to provide the Services interface and integrate with the
            current Retained Systems and Retained Processes as of the Effective
            Date. Upon a change to the Retained Systems and Retains Processes,
            Service Provider will make changes to its Systems and Services as
            necessary to maintain such interfaces and integration at no
            additional charge unless Service Provider notifies Dana, in advance,
            that it cannot make such changes using the personnel resources
            Service Provider is then using to provide the Services without
            adversely affecting its ability to provide the Services and meet the
            Service Levels.

      (B)   As necessary for Service Provider to perform the Services and comply
            with its obligations under this Section, the Parties will cooperate
            in good faith to keep each other informed about all aspects of the
            existing and future Retained Systems and Retained Processes. Dana
            will provide documentation, information and other cooperation
            regarding any existing and future Retained Systems and Retained
            Processes, as reasonably necessary for Service Provider to perform
            the Services and comply with this Section. Dana will also provide
            training with respect to any Retained Systems and Retained Processes
            that are proprietary to Dana as reasonably required by Service
            Provider to comply with its obligations under this Section.

      (C)   Service Provider will provide Dana on request with services in
            relation to Retained Systems affected by the Services, including
            liaising with Dana, its outsourcing partners or third parties on the
            impact of any alterations to such Retained Systems and vice versa.

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7.2   Process and Technology Evolution.

      (A)   Service Provider acknowledges that Dana's business model and the
            human resource management and administration processes employed
            throughout the Dana Group will continue to evolve over the Term and,
            at a minimum, the Parties will collaborate to ensure that the
            technology used to perform the Services will remain consistent with
            the Dana Group Companies' then current business and human resource
            objectives and competitive needs. Service Provider will refresh
            Service Provider owned Equipment and Service Provider licensed
            Software, and Dana licensed software for Peoplesoft from time to
            time during the Term as necessary to maintain all applicable Service
            Levels. Service Provider will upgrade the Peoplesoft software twice
            during the Term with the Peoplesoft version specified by Dana.
            Service Provider will give Dana reasonable prior notice of any
            significant changes associated with refresh and Dana may waive any
            such changes that may involve risk to Dana's business, increased
            Fees or other costs to Dana.

      (B)   Service Provider will continually introduce and implement Technology
            Evolution to improve the quality and cost effectiveness of the
            Services and to keep pace with technological advancements or
            improvements throughout the Term, which may include implementing
            proven technology or processes that Service Provider is using in
            similar environments anywhere in the world or are consistent with
            industry best practices. In implementing any new technology or
            process under this subsection (B), Service Provider will obtain any
            Dana approvals required by this Agreement.

      (C)   Subject to any Dana approvals required by this Agreement, Service
            Provider, without increasing the Fees, will cause the Services to
            evolve and to be modified, enhanced, supplemented and replaced as
            necessary for the Services to keep pace with improvements in
            practices and methodologies for the delivery of human resource
            management and administration services and to support Dana's efforts
            to maintain competitiveness in the markets in which it competes.

      (D)   In addition to Service Provider's obligations under subsection (B)
            and subsection (C), Service Provider will (1) monitor, analyze, and
            report to Dana annually on new technologies, practices and
            methodologies and emerging trends in the field of human resource
            management and administration services; (2) if requested by Dana,
            demonstrate how Service Provider would integrate the new
            technologies, practices or methodologies into the Services and what
            effect (if any) the integration would have on the direction of
            Dana's then current strategy; and (3) identify and, with Dana's
            approval, implement new technologies, practices and methodologies
            that are intended (a) to improve the efficiency and effectiveness of
            the Services (including cost savings), (b) to result in cost savings
            to the Dana Group, (c) to enhance the Dana Group Companies' ability
            to conduct their business and serve their employees or (d) to
            achieve Dana's business objectives faster or more efficiently than
            the then current strategies.

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ARTICLE 8. INTERNATIONAL SERVICES

8.1   Worldwide Agreement. In executing this Agreement Dana engages Service
      Provider for the provision of Services within the United States and for
      the benefit of selected non-US Affiliates of Dana. The Parties agree to
      cooperate in good faith to effectuate any changes in terms necessary as a
      result of any legally mandated consultation process with employees.

8.2   Assignment. Either Party may assign its rights and delegate its
      obligations under this Agreement, in whole or in part, to one or more
      Affiliates without the consent of the other Party (each such Affiliate an
      "Assignee"), provided that the assigning Party shall remain responsible to
      the other Party for the assignee's performance. The assigning Party shall
      provide the other with prompt notice of such assignment. To the extent
      Service Provider assigns its rights and delegates its obligations under
      the Agreement with respect to Services performed in a specific country,
      such Affiliate may invoice Dana's local Affiliate for the Fees associated
      with the Services performed in that country. Alternatively, Dana may
      direct such Assignee to send such invoice to a designated Dana Affiliate
      in such country.

8.3   Local Country Agreements. In order to conform to Laws and practices
      outside the United States, Dana or selected Dana Affiliates and Service
      Provider or Affiliates of Service Provider will, prior to Service Provider
      providing any Services in countries outside the United States, enter into
      mutually agreeable local country agreements with respect to countries
      outside the United States (each a "Local Country Agreement"). Each local
      Country Agreement will contain, as applicable:

      (A)   variations to the terms and conditions of this Agreement required by
            Local Law;

      (B)   human resource provisions required by Local Law or as a result of a
            consultation process with employees concerning the transfer of
            Transferred Employees to Service Provider; and

      (C)   lists of Transferred Employees to be transferred to Service
            Provider, Dana contracts to be assigned to Service Provider or
            managed by Service Provider, variations in the scope of Services or
            manner in which Services are provided, applicable billing practices
            (which will otherwise be presumed to be between local Affiliates),
            and such other matters as are agreed by the Parties.

ARTICLE 9. CONTRACT ADMINISTRATION

9.1   Assigned Agreements. The Assigned Agreements will be, as of the Effective
      Date or such later date as may be specified for an Assigned Agreement in
      Schedule 23 (Assigned Agreements and Managed Agreements) (the "Assigned
      Agreement Effective Date"), assigned to Service Provider. Effective upon
      the applicable Assigned Agreement Effective Date, Service Provider will
      assume all responsibility for each Assigned Agreement. Dana will retain
      responsibility for all obligations with respect to the Assigned Agreements
      before the applicable Assigned Agreement Effective Date. From and after
      the applicable Assigned Agreement Effective Date, Service Provider may, to
      the

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      extent permitted by the Assigned Agreements, renew, modify, terminate
      or cancel, or request or grant any consents or waivers under, any such
      Assigned Agreements; provided that Service Provider will remain
      responsible for all Services to Dana that are provided, related to or
      supported by all such Assigned Agreements, regardless of any such renewal,
      modification, termination, cancellation, consent or waiver. Any fees or
      charges imposed upon Dana in connection with any modification, termination
      or cancellation of, or consent or waiver under, the Assigned Agreements
      obtained or given after the Assigned Agreement Effective Date will be paid
      by Service Provider.

9.2   Assigned Agreement Invoices. Service Provider will (1) pay the invoices
      submitted by third parties in connection with the Assigned Agreements
      allocable to the period commencing on the applicable Assigned Agreement
      Effective Date and (2) be responsible for any late fees with respect to
      such third-party invoices (except for periods before the Assigned
      Agreement Effective Date) unless, with respect to any such invoice that
      Dana receives in a timely manner from a third party, Dana fails to forward
      such invoice to Service Provider for payment within a reasonable period of
      time before the date such invoice is due.

9.3   Managed Agreements. From and after the Effective Date or such later date
      as may be specified for a Managed Agreement in Schedule 23 (Assigned
      Agreements and Managed Agreements) (the "Managed Agreement Effective
      Date"), Service Provider will, on behalf of Dana and Dana Affiliates,
      manage, administer and maintain each Managed Agreement. Service Provider
      may not renew, modify, terminate or cancel, or request or grant any
      consents or waivers under, any Managed Agreements without the prior
      written consent of Dana. Any fees or charges or other liability or
      obligation imposed upon Dana in connection with any such renewal,
      modification, termination or cancellation of, or consent or waiver under,
      the Managed Agreements, obtained or given by Service Provider without the
      consent of Dana, will be paid or discharged, as applicable, by Service
      Provider.

9.4   Managed Agreement Invoices.

      (A)   Except as otherwise provided herein, Dana will remain financially
            responsible for all amounts payable under Managed Agreements.

      (B)   Service Provider will (a) receive all Managed Agreement invoices,
            (b) review and have the third party correct any errors in any such
            Managed Agreement invoices in a timely manner and (c) provided
            Service Provider has received the Managed Agreement invoice
            sufficiently in advance of the payment due date, submit such Managed
            Agreement invoices to Dana for approval within a reasonable period
            of time before the due date or, if a discount for prompt payment is
            offered and Dana notifies Service Provider that Dana desires to take
            advantage of such discount, the date by which Dana must pay such
            Managed Agreement invoice to receive the discount.

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      (C)   Dana will not be required to pay Service Provider any amounts in
            addition to the Fees, for management, administration, maintenance
            and other Services with respect to the Managed Agreements.

      (D)   If Service Provider fails to submit any Managed Agreement invoice to
            Dana for approval within a reasonable period of time before the date
            on which the Managed Agreement invoice is due, Service Provider will
            be responsible for any late fees incurred by Dana due to such delay,
            unless Service Provider did not receive the invoice far enough in
            advance to permit delivery within a reasonable period of time before
            such due date.

9.5   Performance Under Managed Agreements. Service Provider will monitor and
      manage any service levels or other similar performance terms of the
      Managed Agreements and will notify Dana of any service level failures
      under the Managed Agreements. Service Provider will promptly notify Dana
      of any breach of, or misuse or fraud in connection with, any Managed
      Agreements of which Service Provider becomes aware and will cooperate with
      Dana to prevent or stay any such breach, misuse or fraud. To the extent
      necessary to enable Service Provider to perform its obligations under this
      Agreement with respect to the Managed Agreements, Dana will promptly
      notify Service Provider of any breach of, or misuse or fraud in connection
      with, any Managed Agreements of which Dana becomes aware.

ARTICLE 10. SERVICE LOCATIONS

10.1  Service Locations. The Services will be provided to Dana from the Service
      Locations specified in Schedule 12 (Service Locations) and any other
      location for which Service Provider has received Dana's approval, to be
      given in Dana's sole discretion. Any incremental expenses incurred by Dana
      as a direct result of a relocation to, or use of, any location other than
      the Service Locations initially set forth in Schedule 12 (Service
      Locations) (unless such relocation is undertaken at Dana's request) will,
      at Dana's sole discretion, either be paid by Service Provider or
      reimbursed to Dana by Service Provider. Service Provider and Service
      Provider Agents may not provide or market services to a third party from a
      location owned or controlled by Dana without Dana's consent, to be given
      in Dana's sole discretion.

10.2  Physical Safety and Security Procedures.

      (A)   Service Provider will maintain and enforce at the Service Locations
            physical safety and security procedures that are at least equal to
            industry standards for locations similar to the Service Locations
            and any higher standard agreed upon by the Parties.

      (B)   When providing Services from locations owned or controlled by Dana,
            Service Provider will comply with the physical safety and security
            procedures that are applicable to such locations as set forth in
            Schedule 19 (Dana Policies and Procedures) and as modified from time
            to time.

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10.3  Information Security.

      (A)   Service Provider acknowledges that Dana has established, and during
            the Term may amend, minimum appropriate levels of security for
            information residing on Dana systems and for Dana Data residing on
            the Service Provider Systems.

      (B)   Dana's information security policies as of the Effective Date are
            set forth in Schedule 14 (Dana Information Security Requirements).
            Dana may amend these security policies on 30 days' notice to Service
            Provider or such shorter notice period as required in order to
            comply with Law, utilizing the Change Control Procedures.

      (C)   Service Provider will, and will cause each member of the Project
            Staff to, comply with Schedule 14 (Dana Information Security
            Requirements) at all locations, whether Dana premises or Service
            Provider premises, to which they have access in connection with the
            performance of Services hereunder.

      (D)   If Service Provider or any Service Provider Agent discovers or is
            notified of a breach or potential breach of security relating to
            Dana Data, Service Provider will immediately (1) notify the Dana
            Relationship Manager of such breach or potential breach and (2) if
            the applicable Dana Data was in the possession of Service Provider
            or a Service Provider Agent at the time of such breach or potential
            breach, Service Provider will (a) investigate and remedy the cause
            of the breach or potential breach and (b) provide Dana with
            assurance satisfactory to Dana that such breach or potential breach
            will not recur.

      (E)   Without limiting the foregoing, Service Provider agrees to
            administer adequate safeguards, as determined by Dana, regarding the
            transfer of personal data used or accessed in the course of
            performing the Services, including any safeguards required under the
            1995 EU Privacy Directive as enacted in local jurisdictions, and
            will ensure that its agreements with third parties involving the use
            or access of such data include such safeguards.

ARTICLE 11. HUMAN RESOURCES

11.1  Human Resources. All terms and conditions relating to the offer of
      employment to the Affected Employees, and the employment of the
      Transferred Employees, are set forth in Schedule 18 (Human Resources) and,
      if applicable, the Local Country Agreements.

ARTICLE 12. PROJECT STAFF

12.1  Project Staff Matters. Schedule 18 (Human Resources) sets forth terms and
      conditions regarding the selection, replacement and reassignment of
      Project Staff, including Key Personnel, and certain restrictions on the
      assignment of Key Personnel to Service Provider accounts with Excluded
      Companies.

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12.2  Subcontractors.

      (A)   Other than subcontracts of $250,000 or less in annual value, Service
            Provider will not subcontract any of the Services to a third party
            (including to a Service Provider Affiliate) without Dana's prior
            consent. Approved subcontractors as of the Effective Date are set
            forth in Schedule 11 (Approved Subcontractors).

      (B)   Regardless of subcontract value, at least 30 days before entering
            into a subcontract with a third party to perform any Services under
            this Agreement, Service Provider will give Dana written notice
            specifying the identity, qualifications and scope of the Services to
            be provided by the proposed subcontractor.

      (C)   Each subcontract between Service Provider and a third party for the
            provision of any Services will provide Dana with rights and
            protections equivalent to those provided by this Agreement,
            including with respect to the use, licensing and ownership of
            intellectual property, the use of Dana Resources, audit of Services,
            protection of Confidential Information and warranties regarding
            Services and Deliverables.

      (D)   No subcontracting will release Service Provider from its
            responsibility for its obligations under this Agreement. Service
            Provider will be responsible for the work and activities of each of
            the Service Provider Agents and members of the Project Staff
            employed by Service Provider Agents, including compliance with the
            terms of this Agreement. Service Provider will be responsible for
            all payments to its subcontractors.

      (E)   Service Provider will promptly pay for all services, materials,
            Equipment and labor used by Service Provider in providing the
            Services and Service Provider will promptly cause any Service
            Provider Agent to promptly remove any lien on Dana's premises by
            such Service Provider Agent for work performed under this Agreement.

12.3  Conduct of Project Staff.

      (A)   While at the Dana premises, Service Provider and Service Provider
            Agents will (1) comply with the requests, standard rules and
            regulations of Dana regarding safety and health, personal and
            professional conduct (including adhering to general safety practices
            or procedures) generally applicable to such Dana premises, including
            those set forth in Schedule 19 (Dana Policies and Procedures) and
            (2) otherwise conduct themselves in a businesslike manner.

      (B)   Service Provider will cause Service Provider Agents and members of
            the Project Staff to maintain and enforce the confidentiality
            provisions of this Agreement.

      (C)   If Dana notifies Service Provider that a particular member of the
            Project Staff is not conducting himself or herself in accordance
            with this Section, Service Provider will promptly (1) investigate
            the matter and take appropriate action,

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            which may include (a) removing the applicable person from the
            Project Staff and providing Dana with prompt notice of such removal
            and (b) replacing the applicable person with a similarly qualified
            individual or (2) take other appropriate disciplinary action to
            prevent a recurrence. If Dana is dissatisfied with Service
            Provider's investigation or action or continues to be dissatisfied
            with the conduct of a particular member of the Project Staff,
            Service Provider will promptly remove the individual from the
            Project Staff at Dana's request.

ARTICLE 13. CONTINUED PROVISION OF SERVICES

13.1  Disaster Recovery Plan.

      (A)   Service Provider will implement and maintain disaster recovery plans
            and business continuity plans for Service Provider Service Locations
            and Service Provider's business that, at a minimum, address the
            matters set forth in Schedule 20 (Disaster Recovery and Business
            Continuity Requirements), and support Dana in their implementation
            of Dana disaster recovery plans and Dana business continuity plans
            for Dana Service Locations and will comply with Schedule 14 (Dana
            Information Security Requirements) in connection with such plans.
            Service Provider will (1) update and test the operability of any
            applicable Service Provider recovery plan annually and upon any
            significant change to the Systems or procedures constituting or
            affecting the Services, (2) certify to Dana upon each such test that
            each such plan is fully operational and provide Dana with a summary
            of any report regarding the results of such test and (3) implement
            each such plan upon the occurrence of a disaster.

      (B)   Service Provider will reinstate the Services within the time periods
            set forth in Schedule 20 (Disaster Recovery and Business Continuity
            Requirements) (or if not set forth in Schedule 20, the recovery time
            periods set forth in Service Provider's recovery plan) after the
            occurrence of a disaster.

      (C)   In the event of a disaster (as such term is defined in the
            applicable recovery plan), Service Provider will not increase its
            Fees under this Agreement or charge Dana any declaration, usage or
            other fees in addition to such Fees.

13.2  Force Majeure. If and to the extent that a Party's performance of any of
      its obligations under this Agreement is prevented, hindered or delayed by
      a cause beyond the reasonable control of such Party, which may include
      fire, flood, earthquake, elements of nature or acts of God, acts of war,
      terrorism, riots, civil disorders, rebellions or revolutions (each, a
      "Force Majeure Event"), and such non-performance, hindrance or delay could
      not have been prevented by reasonable precautions, then the
      non-performing, hindered or delayed Party will be excused for such
      non-performance, hindrance or delay, as applicable, of those obligations
      affected by the Force Majeure Event for as long as such Force Majeure
      Event continues and such Party continues to use commercially reasonable
      efforts to resume performance whenever and to whatever extent possible
      without delay, including through the use of alternate sources, workaround
      plans or other means. The Party whose performance is prevented, hindered
      or delayed by a Force Majeure Event will

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      immediately notify the other Party of the occurrence of the Force Majeure
      Event and describe in reasonable detail the nature of the Force Majeure
      Event. The occurrence of a Force Majeure Event does not excuse, limit or
      otherwise affect Service Provider's obligation to provide either normal
      recovery procedures or any other disaster recovery services described in
      Section 13.1, except to the extent the Force Majeure Event prevents
      execution of the disaster recovery plan itself. The failures of
      subcontractors or third-party providers of services to Service Provider
      will not be considered Force Majeure Events.

13.3  Alternate Source. If any Force Majeure Event or disaster prevents, hinders
      or delays performance of Services for more than seventy-two (72) hours
      after the inception of the Force Majeure Event or disaster, Dana may
      procure such Services from an alternate source and Service Provider will
      reimburse Dana for the reasonable and actual costs and expenses incurred
      by Dana in procuring such Services from an alternate source, to the extent
      that those costs and expenses exceed the Fees for such Services for so
      long as the delay in performance will continue, but in no event longer
      than the earlier of (a) 180 days from the start of such delay, or (b) the
      remaining Term, provided that Dana continues to pay Service Provider for
      such Services. If the Force Majeure Event or disaster continues to
      prevent, hinder or delay performance of the Services for more than 14
      calendar days after the inception of the Force Majeure Event or disaster
      or, if a different time period is specified for Service reinstatement in
      Schedule 20 (Disaster Recovery and Business Continuity Requirements), such
      time period, Dana may at its sole discretion, effective as of a date
      specified by Dana in a termination notice to Service Provider, without
      observing the cure period required by Section 25.4, (1) terminate any
      portion of this Agreement affected by the nonperformance and the Fees will
      be equitably adjusted or (2) terminate the entire Agreement without
      liability to Dana except as set forth in Schedule 6 (Fees); provided that,
      if Service Provider succeeds in reinstating the Services, Dana must
      exercise such termination rights within 30 days after such reinstatement.

13.4  No Payment for Unperformed Services. If Service Provider fails to provide
      the Services in accordance with this Agreement due to the occurrence of a
      Force Majeure Event, the Fees will be adjusted in a manner such that Dana
      is not responsible for the payment of any Fees for Services that Service
      Provider fails to provide.

13.5  Allocation of Resources. Whenever a Force Majeure Event or a disaster
      causes Service Provider to allocate limited resources between or among
      Service Provider's customers, Dana will receive at least the same
      treatment as other Service Provider customers who are receiving an
      allocation of resources. In addition, in no event will Service Provider
      redeploy or reassign any Key Personnel to another account in the event of
      a Force Majeure Event.

ARTICLE 14. DANA RESPONSIBILITIES

14.1  Dana Operational Responsibilities. Dana will have the operational
      responsibilities set forth in Schedule 8 (Dana Operational
      Responsibilities and Resources) and, for a Project, set forth in the Work
      Order.

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14.2  Dana Resources. Dana will make available to Service Provider the
      resources, facilities, equipment, furnishings, fixtures and support set
      forth in Schedule 8 (Dana Operational Responsibilities and Resources) and,
      for a Project, set forth in the Work Order ("Dana Resources") in
      accordance with the following provisions:

      (A)   the terms specified in Schedule 8 (Dana Operational Responsibilities
            and Resources) or any other terms agreed between Dana and Service
            Provider in writing from time to time will apply to the Dana
            Resources;

      (B)   Service Provider will comply with any procedures specified in
            Schedule 8 (Dana Operational Responsibilities and Resources) in
            relation to the Dana Resources;

      (C)   except as expressly provided in this Agreement, Service Provider
            will use the Dana Resources for the sole and exclusive purpose of
            providing the Services to Dana;

      (D)   use by Service Provider of facilities that are included in the Dana
            Resources does not constitute a leasehold interest in favor of
            Service Provider or any of Service Provider's customers;

      (E)   Service Provider will use the facilities that are included in the
            Dana Resources in a reasonably efficient manner, and to the extent
            that Service Provider operates such a facility in a manner that
            unnecessarily increases facility costs incurred by Dana, Dana
            reserves the right to set-off the excess utility costs of such
            practices;

      (F)   Service Provider will (and will ensure that Service Provider Agents)
            keep facilities that are included in the Dana Resources in good
            order, not commit or permit waste or damage to such facilities, not
            use such facilities for any unlawful purpose or act and comply with
            all of Dana's standard policies and procedures as in effect from
            time to time as communicated to Service Provider, including
            procedures for the physical security of such facilities;

      (G)   Service Provider will be responsible for damages to, and fines
            arising from use of, the Dana Resources to the extent caused by
            Service Provider, its agents, subcontractors, employees or invitees;

      (H)   Service Provider will permit Dana and Dana agents to enter into
            those portions of facilities that are included in the Dana Resources
            that are occupied by Project Staff at any time to perform
            facility-related services;

      (I)   Service Provider will not make any improvements or changes involving
            structural, mechanical or electrical alterations to facilities that
            are included in the Dana Resources without Dana's approval; and

      (J)   when any facility that is included in the Dana Resources is no
            longer required for performance of the Services for Dana, Service
            Provider will return such facility to Dana in substantially the same
            condition as when Service Provider began using such facilities,
            ordinary wear and tear excepted.

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14.3  Management of Issues.

      (A)   Notwithstanding anything contained in this Article, Service Provider
            will proactively manage issues in a manner that ensures all tasks
            required to be performed under this Agreement are performed in a
            timely manner. Each member of the Project Staff will promptly
            escalate an issue if the performance of any such Project Staff
            member's obligation is directly impacted by the failure of Dana to
            perform a prerequisite task. Service Provider will not have met its
            obligation with respect to the hindered task unless and until the
            Dana Relationship Manager (or other relevant Dana team member
            identified in Schedule 4 (Governance)) has been notified of such
            failure to perform.

      (B)   Dana's failure to perform any of its stated operational
            responsibilities or provide any Dana Resources will not constitute a
            breach of this Agreement or give rise to any right to terminate this
            Agreement. If Dana fails to fulfill any of the responsibilities set
            forth in Schedule 8 (Dana Operational Responsibilities and
            Resources) or provide any Dana Resources, Service Provider will be
            excused from the performance of its obligations under this Agreement
            adversely affected by such failure to the extent and only for so
            long as Dana's failure is the direct cause of Service Provider's
            non-performance, but only:

            (1)   if Service Provider promptly notifies the Dana Relationship
                  Manager of Dana's failure and if, after notifying the Dana
                  Relationship Manager, Dana fails to promptly rectify the
                  failure; and

            (2)   with respect to such specific obligations for which no
                  reasonable workaround exists.

ARTICLE 15. FEES AND PAYMENT

15.1  Fees. In consideration of Service Provider providing the Services under
      this Agreement, Dana will pay to Service Provider:

      (A)   the Fees set forth in Schedule 6 (Fees);

      (B)   for Projects, Fees determined in accordance with Schedule 6 (Fees)
            and the applicable Work Order; and

      (C)   for a New Service, the Fees set forth in the applicable New Service
            Schedule.

Except as expressly set forth in this Agreement, there will be no charge or Fees
payable by Dana for Service Provider's performance of its obligations under this
Agreement. Service Provider will extend the Fees to other members of the Dana
Group Companies as requested by Dana.

15.2  Variable Fees. At the end of every month, Service Provider will review the
      volume of those Services used by Dana during the preceding month that, as
      designated in Schedule 6 (Fees), are subject to Variable Fees. If the
      volume of Dana's use of a Service subject to Variable Fees (1) increases
      above the applicable resource baseline set forth in Schedule 6

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      (Fees), Dana will pay Service Provider, in addition to the Fees otherwise
      due for such Service, an amount equal to the corresponding Additional
      Resource Charge or (2) decreases below the applicable resource baseline
      set forth in Schedule 6 (Fees), Service Provider will credit Dana an
      amount equal to the corresponding Reduced Resource Credit. All such
      payments and credits will be effected in accordance with Section 15.3.

15.3  Invoices. Invoices will adhere to the provisions of Schedule 6 (Fees).

15.4  [INTENTIONALLY BLANK]

15.5  Refundable Items; Prepaid Expenses. If Service Provider receives during
      the Term any refund, credit or other rebate (including deposits) in
      connection with any Assigned Agreement, and such refund, credit or other
      rebate is attributable to a period before the Assigned Agreement Effective
      Date, as applicable, then Service Provider will promptly (1) notify Dana
      of such refund, credit or rebate and (2) pay to Dana the full amount of
      such refund, credit or rebate. Service Provider will reimburse Dana for
      all prepaid amounts related to the Services.

15.6  Adjustments to Fees. There will be no periodic adjustments to the Fees
      except as expressly set forth in Schedule 6 (Fees).

15.7  Expenses. Except as expressly set forth in Schedule 6 (Fees), all travel
      and other costs and expenses relating to the Services are included in the
      Fees and will not be charged to or reimbursed by Dana. To the extent that
      this Agreement or Schedule 6 (Fees) specifically identifies Pass-Through
      Expenses to be paid by Dana, such expenses will be passed through by
      Service Provider with no mark-up. Service Provider will use commercially
      reasonable efforts to (1) identify and obtain any Pass-Through Expenses
      that a third-party vendor may not provide to Service Provider in a timely
      manner, and (2) ensure that all Pass-Through Expenses incurred in each
      month will be included in the invoice issued in the following month.
      Service Provider will report each month to Dana on the status of late
      third-party vendor invoices and Service Provider's efforts to obtain them.

15.8  Disputed Charges.

      (A)   Dana may withhold payment of any portion of an invoice that it
            disputes in good faith, not to exceed *** (the "Withholding Cap").
            In addition, Dana may, in lieu of payment to Service Provider, pay
            into an escrow account up to an additional *** in excess of the
            Withholding Cap for any portion of an invoice that it disputes in
            good faith. Notwithstanding the preceding two sentences, if Dana
            disputes in good faith any portion of an invoice relating to a
            Project, Dana may withhold payment of up to *** for such Project
            (the "Project Withholding Cap").

      (B)   No later than the date on which such withheld Fees or expenses are
            due, Dana will provide Service Provider with a statement specifying
            the portion of Fees or expenses being withheld or escrowed and a
            reasonably detailed explanation of the reasons for withholding or
            escrowing such Fees or expenses.

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      (C)   Whenever Dana withholds or escrows payment of a disputed portion of
            any invoice, the Parties will negotiate expeditiously and in good
            faith to resolve any such disputes in accordance with Schedule 4
            (Governance). All amounts held in escrow at the conclusion of the
            dispute resolution process will be disbursed to Service Provider or
            to Dana, or allocated between them, in accordance with the
            resolution.

      (D)   Payment disputes will not affect Service Provider's obligation to
            provide the Services in accordance with the Service Levels or any
            other Service Provider obligation under this Agreement.

15.9  Rights of Set-Off. With respect to any amount that (A) should be
      reimbursed to Dana or (B) is otherwise payable to Dana under this
      Agreement, Dana may deduct the entire amount owed to Dana from the Fees or
      from the expenses owed by Dana to Service Provider under this Agreement.

15.10 Unused Credits. Any unused credits against future payments (including
      Reduced Resource Credits, Performance Credits and Deliverable Credits)
      owed to either Party by the other under this Agreement will be paid to the
      applicable Party within 30 days after the expiration or termination of
      this Agreement.

15.11 Benchmarking. Dana may elect to engage a third party benchmark
      organization (the "Benchmarker") to compare the Fees in the aggregate for
      some or all of the Services (the "Benchmarked Services") and prices
      charged by other top tier service providers for similar services, on an
      average total charges basis based on the processes included in the
      Benchmarked Services (each such comparison a "Benchmark") pursuant to this
      Section. Benchmarking will be governed by the following terms:

      (A)   The Benchmark process may commence no earlier than ***.

      (B)   The agreed upon Benchmarkers will be set forth in Schedule 24
            (Benchmarkers) as of the Effective Date. The Parties will update
            this list as necessary on an annual basis. *** Within *** days of
            receipt of such list, Dana will elect a Benchmarker from such list
            and engage such Benchmarker by entering into a *** written agreement
            with the Benchmarker that, at a minimum, shall reflect the
            requirements set forth in this Section. Notwithstanding the above,
            Dana shall not engage any Benchmarker for which the engagement would
            result in a

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            violation of any applicable laws or regulations or otherwise violate
            Dana's then current audit service conflict policies. ***

      (C)   Dana shall pay all charges, expenses and costs incurred by the
            Benchmarker in performing the benchmarking described in this
            Section. The Service Provider will at its sole cost and expenses
            cooperate fully with the Benchmarker and provide the data requested
            by the Benchmarker relating to the provision of the Services. Only
            Dana may exercise a right to conduct a Benchmark.

      (D)   Prior to receiving any information from the Parties regarding the
            Services or the Fees the Benchmarker shall execute a confidentiality
            agreement reasonably satisfactory to both Service Provider and Dana
            that at a minimum specifies that the data provided by Dana and
            Service Provider may not be used for any other purpose than
            conducting the referenced Benchmark.

      (E)   It is the intent of the Parties that the Benchmark be a
            collaborative process. In this regard, each Party shall cooperate
            with reasonable requests by the Benchmarker for any information or
            data related to the Agreement to the extent necessary for the
            Benchmarker to perform the Benchmark; provided, however, in no event
            shall Service Provider be required to provide the Benchmarker with
            Service Provider cost data or data relating to other Service
            Provider customers.

      (F)   The Benchmarker shall perform a price-based benchmark, using
            reasonably current data, comparing the total Fees for all Services
            included, in the aggregate, in the Benchmarked Services, against the
            total charges applicable to similar services with respect to the
            selected entities in the Representative Sample as such term is
            defined below. ***

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      (G)   For the purposes of this Section:

            (1)   "Representative Sample" for Benchmarked Services shall mean
                  ***.

            (2)   "Benchmarked Level" shall mean the average total charges
                  attributable to the Benchmarked Services based among those
                  entities comprising the Representative Sample.

            (3)   Prior to performing the comparison, the Benchmarker shall meet
                  with the Parties to review and explain its Benchmark
                  methodology, ***. The Benchmarker shall provide a written
                  summary of the Benchmark methodology and shall perform the
                  Benchmark in adherence thereto in all material respects.

            (4)   The Benchmarker shall deliver the results of the Benchmark in
                  a written report no later than *** days following its
                  engagement by Dana (the "Benchmark Results") to the designated
                  representatives of the Parties. ***

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            (5)   *** The report of the Benchmarker including the Benchmark
                  Results shall be treated as Confidential Information of each
                  Party.

            (6)   ***

            (7)   ***

15.12 Unforeseen Technology Improvements. Service Provider will pass through to
      Dana reductions in the cost of delivery of the Services resulting from
      significant changes in technology or extraordinary reductions in the costs
      of delivering technology services that could not reasonably have been
      foreseen as of the Effective Date but that occur during the Term and would
      be generally available to other users of similar technology and services.

15.13 Gainsharing. The parties will cooperate in good faith to establish, within
      60 days after the Effective Date, mutually-agreeable terms to identify and
      equitably share unanticipated cost savings opportunities.

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ARTICLE 16. TAXES

      (A)   Service Provider will be responsible for any Service Taxes imposed
            by any Governmental Authority based on or measured by the cost of
            acquiring goods or services used by Service Provider in performing
            the Services. Service Provider will assume any and all
            responsibility (including the payment of interest and penalty
            assessments levied by a Governmental Authority) for failure to remit
            a tax that Service Provider is liable to pay under this subsection.

      (B)   Dana will be responsible for any Service Taxes imposed by any
            Governmental Authority on the provision of the Services as of the
            Effective Date. If new or higher Service Taxes become applicable to
            the Services after the Effective Date as a result of either Party
            moving all or part of its operations to a different jurisdiction
            (e.g., Dana's opening a new office or Service Provider relocating
            its performance of the Services to a new service center), the Party
            initiating such move will be responsible for such new or higher
            Service Taxes to the extent they are not recoverable by the other
            Party under applicable tax law. If new or higher Service Taxes
            become applicable to the Services after the Effective Date for any
            other reason (e.g., under changes in Law, but not volume changes)
            the Party otherwise responsible for such Service Taxes as set forth
            in this Section 16 will be responsible for such new or higher
            Service Taxes.

      (C)   Dana and Service Provider will each be responsible for any
            franchise, privilege, income, gross receipts or business activity
            taxes based upon its own gross or net income, net worth or business
            activities. Neither Party will be responsible for any real or
            personal property taxes assessed on tangible or intangible property
            owned or leased by the other Party.

      (D)   Dana and Service Provider will each reasonably cooperate with the
            other to more accurately determine a Party's tax liability and to
            minimize such liability, to the extent legally permissible. Dana and
            Service Provider will each provide and make available to the other
            any resale certificates, information regarding out-of-state sales or
            use of equipment, materials or services, and any other exemption
            certificates or information requested by a Party.

ARTICLE 17. AUDITS

17.1  Service Audits. Upon notice from Dana, Service Provider and Service
      Provider Agents will provide Dana, and any Governmental Authority or other
      third parties who are not Service Provider Competitors and who are not
      hired on a contingency fee basis ("Dana Auditors") with access to and any
      assistance that they may require with respect to the Service Locations and
      the Service Provider Systems for the purpose of performing audits or
      inspections of the Services and the business of Dana relating to the
      Services (excluding other Service Provider customer data and records or
      Service Provider's cost data or internal cost analysis), including (1)
      audits and examinations required by Governmental Authorities, (2) audit of
      Service Provider's compliance with the terms of this Agreement, (3) audit
      of Service Provider's operational and security-related procedures with
      respect to

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      the Services, (4) confirming that control procedures are suitably designed
      to provide reasonable assurance that the stated internal control
      objectives will be achieved if the procedures operate as designed and (5)
      confirming that those control procedures, in fact, operated effectively
      and continuously at all times during the audited period. If any audit by
      an Dana Auditor results in Service Provider being notified that Service
      Provider or Service Provider Agents are not in compliance with any Law,
      audit requirement or other requirement set forth in this Agreement,
      Service Provider will, and will cause Service Provider Agents to, promptly
      take actions to comply with such Law, audit requirement or other
      requirement.

17.2  Fees Audits. Upon notice from Dana, Service Provider will provide Dana and
      Dana Agents with access to such financial records and supporting
      documentation as may be requested by Dana. Dana and Dana Agents may audit
      the Fees charged to Dana to determine if such Fees are accurate and in
      accordance with this Agreement.

      (A)   If, as a result of such audit, Dana determines that Service Provider
            has overcharged Dana, Dana will notify Service Provider of the
            amount of such overcharge and unless Service Provider disputes the
            amount in accordance with the dispute resolution process set forth
            in Schedule 4 (Governance), Service Provider will promptly pay to
            Dana the amount of the overcharge, plus Interest calculated from the
            date of receipt by Service Provider of the overcharged amount until
            the date of payment to Dana.

      (B)   In addition, if any such audit reveals an overcharge to Dana of five
            percent or more during the period audited and Service Provider does
            not successfully dispute the amount revealed by such audit in
            accordance with the dispute resolution process set forth in Schedule
            4 (Governance), Service Provider will, at Dana's option, issue to
            Dana a credit against the Fees, or reimburse Dana, for the actual
            and reasonable cost of such audit.

17.3  Service Provider Audits.

(A)   Service Provider will (1) promptly notify Dana if the results of any
      independent audit or other report of Service Provider's or any Service
      Provider Agent's operations relating to the Services, except to the extent
      that any such report deals with Service Provider's costing structures (in
      which event information about Service Provider's cost structure will be
      redacted), indicate (or Service Provider otherwise becomes aware) that any
      failure by Service Provider to comply with its obligations under this
      Agreement (i) has impacted or reasonably could impact the maintenance of
      Dana's financial integrity or internal controls, the accuracy of Dana's
      financial, accounting or human resource records and reports; or (ii) has
      had, or reasonably could have, any other material adverse impact on the
      applicable Services or the impacted business operations of Dana and (2)
      promptly take corrective action to rectify (a) any error identified in any
      such report that could reasonably be expected to have an adverse impact on
      the Services and (b) any control deficiencies identified in the report.

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(B)   Service Provider will have performed, and provide to Dana by December 31
      of each year a copy of, a SAS 70 Type II audit performed by the Service
      Provider's independent public accountants on the primary Service Provider
      facilities utilized by Service Provider for the provision of the Services.
      *** The SAS 70 Type II audit will be performed in accordance with
      Statement of Auditing Standards (SAS) 70 "Services Organizations" as
      amended by SAS 88 "Services Organizations and Reporting on Consistency"
      and as otherwise consistent with U.S. GAAP and Statements of Auditing
      Standards on the control procedures used by Service Provider in the
      performance of the Services. ***

17.4  Record Retention. Service Provider will comply with Dana's record
      retention policies in effect from time to time during the Term as
      communicated in writing to Service Provider, and provide Dana access upon
      request to the records, documents and other information required to meet
      Dana's audit rights under this Agreement. Dana will notify Service
      Provider of changes in its record retention policies so that Service
      Provider can make any necessary changes to the Policies and Procedures
      Manual in accordance with the Change Control Procedures.

17.5  Facilities. Service Provider will provide to Dana Auditors, on Service
      Provider's premises (or, if the audit is being performed of a Service
      Provider Agent, the Service Provider Agent's premises if necessary),
      space, office furnishings (including lockable cabinets), telephone and
      facsimile services, utilities and office-related equipment and duplicating
      services as such Dana Auditors may reasonably require to perform the
      audits described in this Article.

17.6  General.

      (A)   In performing audits, Dana will endeavor to avoid unnecessary
            disruption of Service Provider's operations and unnecessary
            interference with Service Provider's ability to perform the Services
            in accordance with the Service Levels.

      (B)   Following any audit, Dana's will conduct (in the case of an internal
            audit), or request the Dana Auditors to conduct, an exit conference
            with Service Provider to obtain factual concurrence with issues
            identified in the review.

      (C)   Dana will provide Service Provider with notice at least seventy-two
            (72) hours prior to any operational or financial audit by Dana or
            the Dana Auditors; provided that such notice will be waived if
            waiver is required by Law.

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      (D)   Prior to receiving access to Service Provider Proprietary
            Information, the Dana Auditors (other than government auditors and
            examiners) will execute a confidentiality agreement substantially in
            the form attached hereto as Schedule 13 (Form of Confidentiality
            Agreement).

ARTICLE 18. RELATIONSHIP MANAGEMENT

18.1  Governance Guidelines and Principles. Governance of the Parties'
      relationship under this Agreement will follow the guidelines and
      principles set forth in Schedule 4 (Governance), as such guidelines and
      principles are amended or supplemented by the Parties from time to time
      during the Term.

18.2  Responsibilities. Each of Dana and Service Provider will make management
      decisions in a timely manner and perform its responsibilities set forth in
      this Agreement.

18.3  Dana Appointments. Dana will appoint:

      (A)   a Dana Relationship Manager to manage the operation of this
            Agreement, in accordance with its terms, for Dana. Wherever Dana's
            approval is required under this Agreement, Dana will only give that
            approval through the Dana Relationship Manager or a duly authorized
            delegate of the Dana Relationship Manager, except as contemplated by
            this Article or Schedule 4 (Governance). Service Provider agrees
            that it will not rely on the apparent or ostensible authority of any
            other Dana personnel in relation to this Agreement, except as
            contemplated by this Article or Schedule 4 (Governance); and

      (B)   a Dana Operational Executive to manage day-to-day operations.

18.4  Service Provider Appointments. Service Provider will appoint:

      (A)   a Service Provider Relationship Manager to manage the operation of
            this Agreement, in accordance with its terms, for Service Provider.
            Wherever Service Provider's approval is required under this
            Agreement, Service Provider will only give that approval through
            Service Provider Relationship Manager or a duly authorized delegate
            of Service Provider Relationship Manager, except as contemplated by
            this Article or Schedule 4 (Governance). Dana agrees that it will
            not rely on the apparent or ostensible authority of any other
            Project Staff in relation to this Agreement, except as contemplated
            by this Article or Schedule 4 (Governance). Service Provider will
            ensure that the Service Provider Relationship Manager is the single
            point of contact for Dana for the purposes of this Agreement, has
            the authority and will be given the responsibility to perform for
            Service Provider each of the tasks referred to in Section 18.5 and
            is a full-time employee of Service Provider; and

      (B)   a Service Provider Operational Executive to manage day-to-day
            operations.

18.5  Role of Relationship Managers. The Relationship Managers (A) will meet at
      times as set forth in Schedule 4 (Governance) or as otherwise agreed by
      the Parties, (B) will review

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      and discuss reports submitted by Service Provider, proposed changes to the
      Services or any part of this Agreement, any audit or Benchmarking
      exercises, the status of individual existing or planned Projects and
      financial performance, (C) as contemplated by Schedule 4 (Governance),
      will prepare a monthly executive summary report for Dana and Service
      Provider reviewing Service Provider's performance of the Services, (D) may
      raise any issues of concern or interest relating to this Agreement and (E)
      will work in good faith to resolve any issues of concern in accordance
      with the procedures as set forth in Schedule 4 (Governance) and, if they
      are unable to resolve any issue, refer the matter to senior management for
      resolution in accordance with Section 18.7.

18.6  Senior Executives. At Dana's discretion, the GM, Global HR BTO of Service
      Provider will meet with Dana's VP, Human Resources to do any of the
      following:

      (A)   formally review this Agreement and discuss high level relationship
            and performance issues; and

      (B)   discuss the achievement of Dana's business objectives and how
            Service Provider is assisting Dana to achieve those objectives.

18.7  Escalation Procedure for Relationship Issues. The Parties will follow the
      escalation procedure set forth in Schedule 4 (Governance) to resolve any
      issues concerning this Agreement.

18.8  Executive Level Meeting.

      (A)   Dana may convene a meeting, at Dana's offices, with the VP, Global
            Industrial Sector - BTO of Service Provider upon the occurrence of
            the following events (an "Executive Level Meeting"):

            (1)   the customer satisfaction surveys described in Section 6.10
                  are below the minimum acceptable level to be set forth in
                  Schedule 5 (Service Levels and Performance Credits); or

            (2)   Service Provider fails to meet any single Service Level for
                  any three months out of any rolling six-month period.

            (B)   Any Executive Level Meeting will take place within 48 hours
                  after notice by Dana to Service Provider that it is invoking
                  this subsection.

18.9  Quarterly Budgeting. Within 90 days after the Effective Date and annually
      thereafter, Service Provider will assist Dana in developing Dana's annual
      and quarterly financial objectives and budgets.

18.10 Aligning Project Staff with Dana Objectives. A key performance measurement
      in determining the incentive compensation for each of the Key Personnel,
      including the Service Provider Relationship Manager and the Service
      Provider Operational Executive, will be based upon mutually agreed
      alignment with, and achievement of, increased Dana

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      satisfaction with Service Provider's performance of the Services as such
      satisfaction will be determined in accordance with Section 6.10.

18.11 Continuity of Services. Service Provider acknowledges that the timely and
      complete performance of its obligations under this Agreement is critical
      to the business and operations of Dana. Accordingly, in the event of a
      dispute between Dana and Service Provider, subject to Dana's compliance
      with Section 15.8, Service Provider will not interrupt its provision of
      Services to Dana, refuse to perform any obligations related to
      termination, disable any Equipment or Software used to provide Services or
      engage in any act or omission that prevents, impedes or reduces in any way
      the provision of Services or Dana's ability to conduct its business,
      unless and until this Agreement expires or is terminated in accordance
      with its terms or until such action has been authorized by the final and
      non-appealable judgment of a court of competent jurisdiction.

ARTICLE 19. CONTRACT MANAGEMENT

19.1  Policies and Procedures Manual. No less than 30 days prior to each
      Transformation Date for each Phased Service Component Service Provider
      will create and deliver to Dana a draft of the policies and procedures
      that apply to the Phased Service Component (collectively, the "Policies
      and Procedures Manual"). The final Policies and Procedure Manual will be
      delivered no later than 30 days after the Transformation Date. The content
      of the Policies and Procedures Manual will be as outlined in Schedule 9
      (Outline of Policies and Procedures Manual). Service Provider will
      periodically prepare and provide to Dana updates to such Policies and
      Procedures Manual to reflect any changes in the procedures described
      therein as soon as practicable after such changes are made; provided that
      any changes to the form and scope of the Policies and Procedures Manual
      will be agreed upon by Dana and Service Provider in accordance with the
      Change Control Procedures. Service Provider will update the Policies and
      Procedures Manual to address changes required by the addition of New
      Services.

19.2  Change Control Procedures. The Parties will comply with the Change Control
      Procedures set forth in Schedule 4 (Governance). Any change in the manner
      in which Services are provided will be subject to the Change Control
      Procedures.

ARTICLE 20. PROPRIETARY RIGHTS

20.1  Dana Software and Dana Tools.

      (A)   As between the Parties, Dana is the exclusive owner of the Dana
            Proprietary Software and the Dana Proprietary Tools and Service
            Provider will have no rights or interests in the Dana Proprietary
            Software or the Dana Proprietary Tools except as set forth in this
            Agreement.

      (B)   Dana hereby grants to Service Provider, during the Term and the
            Termination Assistance Period and solely to provide the Services, a
            non-exclusive, non-transferable, limited right to have access to and
            (1) Use (and as required to provide the Services, to maintain,
            modify, enhance or create derivative works of) the Dana Proprietary
            Software and the Dana Proprietary Tools, (2) Use (and as

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            required to provide the Services, to maintain, modify, enhance or
            create derivative works of) the Dana Third Party Software and the
            Dana Third Party Tools, to the extent permissible under the
            applicable third-party agreements, and (3) Use (and as required to
            provide the Services, to maintain, modify, enhance or create
            derivative works of) any Related Documentation in Dana's possession
            on or after the Commencement Date, to the extent permissible under
            the applicable third-party agreements. Schedule 16 (Software and
            Tools) sets forth the Dana Software and the Dana Tools that Service
            Provider will use to provide the Services as of the Commencement
            Date. Service Provider may sublicense, to the extent permissible
            under the applicable third-party agreements, to Service Provider
            Agents the right to have access to and Use (and as required to
            provide the Services, to maintain, modify, enhance or create
            derivative works of) the Dana Software and the Dana Tools solely to
            provide those Services that such Service Provider Agents are
            responsible for providing.

20.2  Service Provider Software and Tools.

      (A)   As between the Parties, Service Provider is the exclusive owner of
            the Service Provider Proprietary Software and the Service Provider
            Proprietary Tools and the Dana Group will have no rights or
            interests in the Service Provider Proprietary Software or the
            Service Provider Proprietary Tools except as set forth in this
            Agreement. Schedule 16 (Software and Tools) sets forth the Service
            Provider Software and Service Provider Tools that Service Provider
            anticipates Service Provider will use to provide the Services as of
            the Effective Date.

      (B)   During the Term and during the Termination Assistance Period,
            Service Provider will provide the Dana Group with such access to the
            Service Provider Software and the Service Provider Tools as
            necessary or appropriate to enable the Dana Group Companies to
            receive the benefit of the Services.

      (C)   Service Provider will grant to the Dana Group Companies, effective
            upon the End Date, to the extent necessary for Dana to achieve
            continuity of Service delivery:

            (1)   a global, perpetual, non-exclusive, non-transferable (except
                  to Affiliates of Dana or under a Restructure or Change in
                  Control of Dana) license to Use, and sublicense, and to permit
                  a third party to Use solely in connection with providing
                  services to the Dana Group, the commercially available Service
                  Provider Proprietary Software and Service Provider Proprietary
                  Tools, on Service Provider's customary terms but without
                  payment of any one-time licensing fees; and

            (2)   a global, perpetual, non-exclusive, non-transferable (except
                  to Affiliates of Dana or under a Restructure or Change in
                  Control of Dana), fully paid-up license to Use, solely in
                  connection with providing services to the Dana Group, Service
                  Provider Proprietary Software and Service Provider Proprietary
                  Tools that are not commercially available, on an AS-IS basis.

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      (D)   Service Provider will grant to the Dana Group Companies, effective
            upon the End Date, to the extent necessary for Dana to achieve
            continuity of Service delivery, a perpetual, non-exclusive license
            for Dana and its designees to Use the Service Provider Third Party
            Software and Service Provider Third Party Tools then being used to
            provide Services at no additional charge to Dana (other than the
            recurring license or maintenance fees then being paid to the
            supplier of such Software or Tools by Service Provider). The license
            set forth in this subsection (D) will not apply to any Service
            Provider Third Party Software or Service Provider Third Party Tools
            to the extent Dana has consented under subsection (E) below to the
            use of such Software and Tools in providing Services after notice
            from Service Provider that Service Provider cannot procure
            sufficient rights from the supplier to grant the foregoing license.

      (E)   Before employing any third-party products in providing the Services,
            other than the Service Provider Third Party Software and Service
            Provider Third Party Tools identified in Schedule 16 (Software and
            Tools), Service Provider will to the extent necessary for Dana to
            achieve continuity of Service delivery (1) obtain sufficient rights
            from the supplier to grant the licenses set forth in subsection (D)
            above; and (2) verify that Dana and its designees, for the purpose
            of providing services to Dana, have the right to purchase ongoing
            maintenance and support for such products on commercially reasonable
            terms. To the extent that Service Provider is unable to obtain such
            rights, Service Provider will only introduce such third-party
            products for use in providing the Services with Dana's prior written
            consent as to the specific product to be introduced.

20.3  Work Product. Work Product will be owned by Dana. Dana will have all
      right, title and interest, including worldwide ownership of copyrights, in
      and to the Work Product and all copies made from them. Service Provider
      hereby irrevocably assigns, transfers and conveys, and will cause Service
      Provider Agents to assign, transfer and convey, to Dana without further
      consideration all of its and their right, title and interest in and to
      such Work Product, including all rights of copyright, in and to such
      materials. Service Provider acknowledges, and will cause Service Provider
      Agents to acknowledge, that Dana and the successors and permitted assigns
      of Dana may obtain and hold in their own name any intellectual property
      rights in and to such Work Product. Service Provider agrees to execute,
      and will cause Service Provider Agents to execute, any documents or take
      any other actions as may reasonably be necessary, or as Dana may
      reasonably request, to perfect Dana's ownership of any such Work Product.
      In the case of Work Product constituting Software, Service Provider will
      deliver to Dana a complete copy of the Software source code. With respect
      to each disclosure, Service Provider will indicate any features or
      concepts that it believes to be new or different. Service Provider retains
      a global, perpetual, irrevocable and non-exclusive license to Use, modify
      and create derivative works of Code Fragments contained in a Work Product.
      A "Code Fragment" means a sub-routine or immaterial portion of its source
      code (determined in relation to the functionality of the Work Product as a
      whole). Service Provider will not combine Code Fragments to create a
      product functionally equivalent to the Work Product containing such Code
      Fragments.

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20.4  Interface Information. During the Term of this Agreement, Service Provider
      will provide Dana with appropriate interface information to enable Dana to
      develop or replace any Software used to provide the Services that is not
      commercially available. After the termination or expiration of this
      Agreement, Service Provider will provide Dana with appropriate interface
      information available from Service Provider to enable Dana to develop or
      replace any Service Provider Software if necessary for Dana to exercise
      any of the rights granted to it under this Agreement.

20.5  Residual Information. Nothing contained in this Agreement will restrict
      either Party from using Residual Information; provided that the use does
      not (1) infringe or misappropriate any patents or copyrights of the other
      Party or any third parties, (2) disclose any Confidential Information that
      identifies or may be used to identify the other Party to any third parties
      or (3) ***.

ARTICLE 21. DATA

21.1  Ownership of Dana Data. All Dana Data is, or will be, and will remain the
      property of Dana. Without Dana's approval (in its sole discretion), Dana
      Data will not be (A) used by Service Provider or Service Provider Agents
      other than in connection with providing the Services, (B) disclosed, sold,
      assigned, leased or otherwise provided to third parties by Service
      Provider or Service Provider Agents or (C) commercially exploited by or on
      behalf of Service Provider or Service Provider Agents. Service Provider
      hereby irrevocably assigns, transfers and conveys, and will cause Service
      Provider Agents to assign, transfer and convey, to Dana without further
      consideration all of its and their right, title and interest in and to
      Dana Data. Upon request by Dana, Service Provider will execute and
      deliver, and will cause Service Provider Agents to execute and deliver,
      any documents that may be necessary or desirable under any Law to
      preserve, or enable Dana to enforce, its rights with respect to Dana Data.

21.2  Return of Data. Upon request by Dana at any time during the Term and upon
      expiration or termination of this Agreement, Service Provider will (A)
      promptly return to Dana, in the format and on the media reasonably
      requested by Dana, all or any part of Dana Data and (B) erase or destroy
      all or any part of Dana Data in Service Provider's possession, in each
      case to the extent so requested by Dana and as permitted by applicable
      Law.

ARTICLE 22. CONFIDENTIALITY

22.1  Use and Disclosure. All Confidential Information relating to a Party will
      be held in confidence by the other Party to the same extent and with at
      least the same degree of care as such Party protects its own confidential
      or proprietary information of like kind and import, but in no event using
      less than a reasonable degree of care or that which is required by law.
      Neither Party will disclose, duplicate, publish, release, transfer or
      otherwise make available Confidential Information of the other Party in
      any form to, or for the use or benefit of, any person or entity without
      the other Party's consent. Each

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      Party will, however, be permitted to disclose relevant aspects of the
      other Party's Confidential Information to its officers, agents,
      subcontractors and employees to the extent that such disclosure is
      reasonably necessary for the performance of its duties and obligations or
      the exercise of its rights under this Agreement and such disclosure is not
      prohibited by applicable Law. Each Party will establish commercially
      reasonable controls to ensure that Confidential Information is not
      disclosed contrary to the provisions of this Agreement or any applicable
      Laws. To the extent that any duties and responsibilities under this
      Agreement are delegated to an Agent, the delegating Party will ensure that
      such Agent adheres to the requirements of this Section.

22.2  Required Disclosure. If either Party or an agent of either Party is
      requested or required by any Governmental Authority, whether by oral
      question, interrogatories, requests for information or documents,
      subpoenas, civil investigation or similar process, to disclose any of the
      Confidential Information of the other Party, such Party will, to the
      extent permitted, provide the other Party with prompt notice of such
      requests so that the other Party may seek an appropriate protective order
      or similar relief or, if appropriate, waive compliance with the provisions
      of this Article. Such Party will use all commercially reasonable efforts
      to obtain, or assist the other Party in obtaining, such a protective order
      or relief.

22.3  Unauthorized Acts. Without limiting either Party's rights as to a breach
      of this Article, each Party will:

      (A)   promptly notify the other Party of any unauthorized possession, use
            or knowledge, or attempt thereof, of the other Party's Confidential
            Information by any person or entity that may become known to such
            Party;

      (B)   promptly furnish to the other Party full details of the unauthorized
            possession, use or knowledge, or attempt thereof, and assist the
            other Party in investigating or preventing the recurrence of any
            unauthorized possession, use or knowledge, or attempt thereof, of
            Confidential Information;

      (C)   cooperate with the other Party in any litigation and investigation
            against third parties deemed necessary by the other Party to protect
            its proprietary rights to the extent such litigation or
            investigation relates to the Services; and

      (D)   promptly use its best efforts to prevent a recurrence of any such
            unauthorized possession, use or knowledge, or attempt thereof, of
            Confidential Information.

      Each Party will bear the cost it incurs as a result of compliance with
      this Section.

22.4  Return of Confidential Information. Upon request at expiration or
      termination of this Agreement, each Party will (A) promptly return to the
      other Party all of the Confidential Information of the other Party and (B)
      erase or destroy all of the Confidential Information of the other Party in
      its possession, except, with respect to Dana, such Confidential
      Information of Service Provider contained in the Service Provider Software
      or the Service Provider Tools licensed to the Dana Group Companies after
      such expiration or termination.

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22.5  Business Associate Agreement. Service Provider may be considered a
      "Business Associate" of Dana as defined in the HIPAA privacy and security
      standards. The Parties agree to execute the business associate agreement
      attached as Schedule 17 (Business Associate Agreement) on or before the
      Effective Date, to apply to the extent Service Provider is a Business
      Associate. The Parties further agree to revise the business associate
      agreement from time to time to reflect changes necessary (as reasonably
      determined by Dana) to maintain compliance with applicable HIPAA privacy
      and security requirements.

22.6  Data Protection Laws.

      (A)   Dana retains sole authority for determining and approving the
            purposes of Service Provider's processing of Dana Data, and Dana is
            responsible for obtaining all necessary consents in order to
            transfer data to, and to have such data processed by, Service
            Provider and Service Provider Agents for processing by them in
            accordance with this Agreement. It is the intention of the Parties
            that Dana and the applicable Dana Affiliates are the data
            controllers, and Service Provider and the Service Provider Agents
            are the data processors.

      (B)   Service Provider and each Service Provider Agent shall comply with
            the following obligations in respect of any Dana Data transferred to
            Service Provider or the Service Provider Agent under this Agreement:

            (1)   Service Provider or the Service Provider Agent shall process
                  Dana Data only for the purpose of providing the Services.

            (2)   Service Provider and each Service Provider Agent shall:

                  (a)   to the extent required of Service Provider or Service
                        Provider Agent under applicable data protection Laws,
                        maintain at all times a valid, up to date
                        notification/registration covering all of processing of
                        personal data contained in the Dana Data;

                  (b)   take the agreed-upon operational and technical security
                        measures, as approved by Dana, to ensure that the Dana
                        Data is secure from unauthorized access or disclosure
                        and take all other operational and technical security
                        measures required of Service Provider or Service
                        Provider Agent by applicable Law;

                  (c)   not transfer to nor direct any person to process any
                        Dana Data without the specific prior written approval of
                        Dana;

                  (d)   ensure that the Dana Data is only accessible to
                        employees of Service Provider and Service Provider Agent
                        employees (and authorized subcontractors), who
                        reasonably need such access for the purpose of providing
                        the Services;

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                  (e)   ensure that Dana Data received from Dana or a Dana
                        Affiliate in the European Economic Area is only
                        processed in accordance with the Policies and Procedures
                        Manual, including any geographical restrictions on the
                        processing of such Data;

                  (f)   inform Dana immediately if Service Provider or a Service
                        Provider Agent receives any inquiry from any
                        governmental official charged with the enforcement of
                        data protection Laws relating to the provision of the
                        Services; and

                  (g)   timely provide to Dana reasonable support in responding
                        to any request for information from a data subject in
                        accordance with the requirements of applicable data
                        protection Laws and, to the extent required under
                        applicable Law, Service Provider and Service Provider
                        Agent will timely respond to any such request.

            As used in this Section 22.6, the terms "process", "data
            controller", "data processor" and "data subject" shall have the
            meanings given to them in the 1995 EU Privacy Directive. The Parties
            will enter into data protection agreements to the extent necessary
            to comply with applicable Laws.

ARTICLE 23. REPRESENTATIONS AND WARRANTIES

23.1  By Dana. Dana represents and warrants that as of the Effective Date:

      (A)   it is a corporation duly incorporated, validly existing and in good
            standing under the Laws of the Commonwealth of Virginia;

      (B)   Dana has all requisite corporate power and authority to execute,
            deliver and perform its obligations under this Agreement;

      (C)   the execution, delivery and performance of this Agreement by Dana
            (1) has been duly authorized by Dana and (2) will not conflict with,
            result in a breach of or constitute a default under any other
            agreement to which Dana is a party or by which Dana is bound;

      (D)   Dana is duly licensed, authorized or qualified to do business and is
            in good standing in every jurisdiction in which a license,
            authorization or qualification is required for the ownership or
            leasing of its assets or the transaction of business of the
            character transacted by it, except where the failure to be so
            licensed, authorized or qualified would not have a material adverse
            effect on Dana's ability to fulfill its obligations under this
            Agreement;

      (E)   Dana is in compliance with all Laws applicable to Dana, and has
            obtained all applicable permits and licenses required of Dana, in
            connection with its obligations under this Agreement; and

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      (F)   there is no outstanding litigation, arbitrated matter or other
            dispute to which Dana is a party that, if decided unfavorably to
            Dana, would reasonably be expected to have a material adverse effect
            on Service Provider's or Dana's ability to fulfill their respective
            obligations under this Agreement.

23.2  By Service Provider. Service Provider represents and warrants that as of
      the Effective Date:

      (A)   Service Provider is a corporation duly incorporated, validly
            existing and in good standing under the Laws of the State of New
            York;

      (B)   Service Provider has all requisite corporate power and authority to
            execute, deliver and perform its obligations under this Agreement;

      (C)   the execution, delivery and performance of this Agreement by Service
            Provider (1) has been duly authorized by Service Provider and (2)
            will not conflict with, result in a breach of or constitute a
            default under any other agreement to which Service Provider is a
            party or by which Service Provider is bound;

      (D)   Service Provider is duly licensed, authorized or qualified to do
            business and is in good standing in every jurisdiction in which a
            license, authorization or qualification is required for the
            ownership or leasing of its assets or the transaction of business of
            the character transacted by it, except where the failure to be so
            licensed, authorized or qualified would not have a material adverse
            effect on Service Provider's ability to fulfill its obligations
            under this Agreement;

      (E)   Service Provider is in compliance with all Laws applicable to
            Service Provider, and has obtained all applicable permits and
            licenses required of Service Provider, in connection with its
            obligations under this Agreement;

      (F)   the Service Provider Proprietary Software, the Service Provider
            Proprietary Tools and the Service Provider Equipment do not infringe
            upon or misappropriate the proprietary rights of any third party;

      (G)   there is no claim or proceeding pending or, to Service Provider's
            knowledge, threatened alleging that any of the Service Provider
            Proprietary Software, the Service Provider Proprietary Tools or the
            Service Provider Equipment infringes or misappropriates the
            proprietary rights of any third party which would reasonably be
            expected to have a material adverse effect on Service Provider's
            ability to fulfill its obligations under this Agreement;

      (H)   to Service Provider's knowledge, there is no claim or proceeding
            pending or threatened alleging that any of the Service Provider
            Third Party Software or the Service Provider Third Party Tools
            identified in Schedule 16 (Software and Tools) infringes or
            misappropriates the proprietary rights of any third party which
            would reasonably be expected to have a material adverse effect on
            Service Provider's ability to fulfill its obligations under this
            Agreement;

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      (I)   there is no outstanding litigation, arbitrated matter or other
            dispute to which Service Provider is a party that, if decided
            unfavorably to Service Provider, would reasonably be expected to
            have a material adverse effect on Dana's or Service Provider's
            ability to fulfill their respective obligations under this
            Agreement;

      (J)   there is no code in the Service Provider Proprietary Software or the
            Service Provider Proprietary Tools that would have the effect of
            disabling or otherwise shutting down all or any portion of the
            Services or any such Software or Tools;

      (K)   to Service Provider's knowledge, there is no code in the Service
            Provider Third Party Software or the Service Provider Third Party
            Tools that would have the effect of disabling or otherwise shutting
            down all or any portion of the Services or any such Software or
            Tools;

      (L)   each Deliverable provided under this Agreement (including Work
            Product) will be free from material errors in operation and
            performance, comply with applicable documentation and specifications
            in all material respects and provide the functions and features, and
            operate in the manner, described in the Schedule, Work Order or
            other document applicable to such Deliverable for 12 months after
            installation, testing and acceptance, or such other period as may be
            specified in the Schedule, Work Order or other document applicable
            to such Deliverable;

      (M)   the Services and any Deliverables provided by Service Provider under
            this Agreement are and will be capable of supporting the Euro as a
            main or additional currency; and

      (N)   Service Provider has not violated any applicable Law, or any Dana
            policies of which Service Provider has been given notice, regarding
            the offering of unlawful inducements in connection with this
            Agreement.

23.3  DISCLAIMER. EXCEPT AS SPECIFIED IN SECTION 23.1 or SECTION 23.2, NEITHER
      DANA NOR SERVICE PROVIDER MAKES ANY OTHER WARRANTIES AND EACH EXPLICITLY
      DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED
      WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

ARTICLE 24. ADDITIONAL COVENANTS

24.1  By Dana. Dana covenants and agrees with Service Provider that during the
      Term and the Termination Assistance Period:

      (A)   Dana will comply with all Laws applicable to its performance of the
            responsibilities set forth in Schedule 8 (Dana Operational
            Responsibilities and Resources) and otherwise to Dana in connection
            with its obligations under this Agreement.

      (B)   Except as otherwise provided in this Agreement, Dana will obtain all
            applicable permits and licenses, including the Dana Governmental
            Approvals and the Dana

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            Consents, required of Dana in connection with its obligations under
            this Agreement.

24.2  By Service Provider. Service Provider covenants and agrees with Dana that
      during the Term and the Termination Assistance Period:

      (A)   Service Provider will comply with all Laws applicable to its
            provision of the Services and otherwise to Service Provider in
            connection with its obligations under this Agreement; provided that
            Service Provider will not be liable under this subsection (A):

            (1)   for a violation of Law during the Transformation Period,
                  caused by Service Provider's performing any Service in the
                  same manner in which the Service was performed by Dana before
                  the Commencement Date for the applicable Phased Service
                  Component, unless another manner of performing the Service is
                  specified in Schedule 2 (Statement of Work) or expressly
                  requested by Dana (but Service Provider will promptly notify
                  Dana of any such non-compliance identified by Service Provider
                  and Service Provider will take affirmative steps, in
                  accordance with the terms of this Agreement, to remedy such
                  non-compliance on an expedited basis);

            (2)   for a violation of Law caused by Service Provider's complying
                  with any Dana Compliance Directive; or

            (3)   for a violation of Law by Dana in performing its retained
                  responsibilities of Schedule 2 (Statement of Work) or
                  violation of Laws by Dana in the operation of Dana's business.

            For purposes of this subsection (A), "Dana Compliance Directive"
            means written instructions to Service Provider regarding compliance
            with any Law, and any changes to the Services required to maintain
            or achieve such compliance. Dana may issue Dana Compliance
            Directives from time to time on its own initiative and, in any
            event, will issue a Dana Compliance Directive within 30 days after
            receiving Service Provider's written request for a Dana Compliance
            Directive as to how one or more specific responsibilities, tasks,
            procedures or processes should be carried out or modified in order
            to comply with applicable Law. In such request, Service Provider
            shall include a reasonable level of detail regarding available
            alternatives and Service Provider's recommended course of action and
            reasons therefor.

      (B)   If any change in Law prevents Service Provider from performing its
            obligations under this Agreement, Service Provider will develop and,
            upon Dana's approval, implement a suitable workaround until such
            time as Service Provider can implement appropriate changes to the
            Services or otherwise perform its obligations under this Agreement
            without such workaround. Service Provider will implement any
            workarounds or changes to the Services required by a change in Law
            at no additional charge to Dana, if the workaround or change (1) is
            required

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            as a consequence of the outsourced nature of the Services, and is
            generally applicable to Service Provider's other customers, (2)
            would result in no net cost to Service Provider due to cost savings
            from implementing the change or (3) can be implemented using the
            resources then being used to provide the Services without adversely
            affecting its ability to provide the Services and meet the Service
            Levels. If the workaround or change will require the payment of
            additional Fees, then Dana may terminate the affected portion of the
            Services without observing the cure period otherwise required by
            Section 25.4 and the Parties will negotiate and implement an
            equitable reduction in the Fees.

      (C)   Service Provider will obtain all applicable permits and licenses,
            including the Service Provider Governmental Approvals and the
            Service Provider Consents, required of Service Provider in
            connection with its obligations under this Agreement.

      (D)   Without limiting any other Service Provider obligations, in
            providing the Services Service Provider will comply at all times
            with all applicable terms and conditions of Dana's collective
            bargaining agreements and other agreements affecting Dana's labor
            relations as they are communicated in writing to Service Provider to
            the extent that Service Provider received such communication prior
            to implementing the Services.

      (E)   If any Deliverable fails to perform in accordance with the
            warranties set forth in this Agreement, a Work Order, a New Service
            Schedule or other applicable document, Service Provider will correct
            any non-conformance of a Deliverable (and redeliver such corrected
            Deliverable) as soon as possible using appropriate resources which
            will not be charged to Dana and with no material adverse impact on
            the performance of other Services.

      (F)   Service Provider (1) will not intentionally code or introduce any
            virus or similar items into the Dana Software, the Retained Systems,
            the Work Product or the Service Provider Systems and (2) will use
            commercially reasonable efforts to screen the Dana Software, the
            Work Product and the Service Provider Systems for the purpose of
            avoiding the coding or introduction of any virus or similar items
            into the Dana Software, the Work Product and the Service Provider
            Systems. If a virus or similar item is found to have been introduced
            into the Dana Software, the Retained Systems, the Work Product or
            the Service Provider Systems, Service Provider will assist Dana in
            reducing the effects of the virus or similar item and, if the virus
            or similar item causes a loss of operational efficiency or loss of
            data or creates a security risk, will assist Dana to the same extent
            to mitigate and restore such losses and mitigate such risk.

      (G)   Without the consent of Dana, Service Provider will not insert into
            (1) the Dana Software or the Retained Systems, (2) the Work Product,
            (3) the Service Provider Software or the Service Provider Tools that
            Dana has the right to access or Use or (4) the Software or Tools
            used to provide the Services any code that would have

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            the effect of disabling or otherwise shutting down all or any
            portion of the Services, any such Software or Tools or the Retained
            Systems.

      (H)   With respect to any disabling code that may be part of (a) the
            Service Provider Software or the Service Provider Tools that Dana
            has the right to access or Use or (b) the Software or Tools used to
            provide the Services, Service Provider will not invoke such
            disabling code at any time during the Term or the Termination
            Assistance Period without Dana's consent.

      (I)   Service Provider will maintain Equipment and Software used to
            provide the Services so that they operate in accordance with their
            specifications, including (1) maintaining Equipment in good
            operating condition, subject to normal wear and tear, (2)
            undertaking repairs and preventive maintenance on Equipment in
            accordance with the applicable Equipment manufacturer's
            recommendations and (3) performing Software maintenance in
            accordance with the applicable Software vendor's documentation and
            recommendations.

      (J)   Service Provider will perform the Services and develop the
            Deliverables with promptness, diligence and in a workmanlike manner,
            in accordance with the practices and professional standards used in
            well-managed operations providing services similar to the Services.

      (K)   Service Provider will use adequate numbers of qualified individuals
            with suitable training, education, experience and skill to perform
            the Services.

24.3  Changes in Laws. Each Party will use reasonable efforts to promptly advise
      the other Party of any changes in Laws of which such Party becomes aware
      that affect the performance and/or receipt of Services under this
      Agreement. This Section 24.3 does not impose on either Party an
      affirmative obligation of inquiry or relieve either Party of its
      obligations hereunder.

ARTICLE 25. TERMINATION

25.1  Termination for Convenience. Effective as of any time after the Effective
      Date, Dana may terminate this Agreement for convenience by giving Service
      Provider at least *** days' notice of such termination, provided that
      prior to the first Commencement Date, only *** day's notice of termination
      need be given.

25.2  Termination for Change in Control of Dana. In the event of a Change in
      Control of Dana, Dana may, by giving Service Provider at least *** days'
      notice of such termination, terminate this Agreement in its sole
      discretion, provided that such notice must be given within *** days after
      the Change in Control occurs.

25.3  Termination for Change in Control of Service Provider. In the event of a
      Change in Control of Service Provider, Dana may, by giving Service
      Provider at least *** days' notice of such termination, terminate this
      Agreement in its sole discretion if Dana reasonably believes the new
      ownership would negatively impact Dana's reputation in the

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      marketplace or the Change in Control involves a Dana Competitor, provided
      that such notice must be given within *** days after the Change in Control
      occurs.

25.4  Termination by Dana for Cause. If Service Provider (1) materially breaches
      any of its material duties or obligations under this Agreement and fails
      to cure such breach within the Default Cure Period, (2) materially
      breaches any of its material duties or obligations under this Agreement
      and the breach is not reasonably susceptible to cure within the Default
      Cure Period or (3) commits numerous breaches of its duties or obligations
      under this Agreement that in the aggregate are material, then Dana may, by
      giving notice to Service Provider, terminate this entire Agreement or the
      Services affected by the breach effective as of the termination date
      specified in the notice of termination. If Dana terminates only the
      Services affected by the breach under this Section 25.4, the Fees will be
      equitably adjusted to reflect those Services that are not terminated.

25.5  Termination for Failure to Complete Transformation. If (i) Service
      Provider has not successfully completed the Transformation of the first
      two Phased Service Components by ***, or (ii) Service Provider has not
      successfully completed the Transformation of all of the Phased Service
      Components by ***, then Dana may, by giving notice to Service Provider,
      terminate, as of the termination date specified in the notice of
      termination, this Agreement or, at Dana's option, the uncompleted Phased
      Service Components.

25.6  Service Level Termination Event. If Service Provider falls below *** of
      the Minimum Service Level as defined in Schedule 5 (Service Levels and
      Performance Credits) for ***, then Dana may, by giving notice to Service
      Provider, terminate this Agreement as of the termination date specified in
      the notice of termination.

25.7  Termination for Failure to Provide Adequate Assurance of Due Performance.
      Dana may terminate this Agreement by giving *** days' notice to Service
      Provider if Dana has reasonable grounds to determine that Service Provider
      may fail to perform its material obligations under this Agreement and
      Service Provider cannot provide Dana with adequate assurance as to Service
      Provider's ability to perform its obligations under this Agreement
      consistently and in a sustained manner within such *** day period.

25.8  Termination by Service Provider for Cause. Service Provider may terminate
      this Agreement, effective as of a date specified in a written notice of
      termination, if and only if Dana breaches its duty to pay undisputed Fees,
      or to escrow any disputed Fees as required by Section 15.8, and fails to
      cure the breach within *** days following its receipt of Service
      Provider's notice of termination.

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25.9  Termination for Insolvency Event. Either Party may, by giving notice to
      the other Party, terminate this Agreement upon the occurrence of an
      Insolvency Event affecting the other Party.

25.10 Termination for Failure to Maintain Adequate Controls. Without limiting
      Dana's termination rights under Section 25.4, in the event Service
      Provider fails to provide annually a current unqualified Type II report as
      required in Section 17.3(B), ***.

25.11 Other Terminations. In addition to the provisions of this Article, this
      Agreement or the applicable portions of the Services under this Agreement
      may be terminated as provided in Section 13.3, Section 15.11 and
      subsection (B) of Section 24.2.

ARTICLE 26. TERMINATION FEES

26.1  Termination Fees. If Dana terminates this Agreement, Service Provider will
      be entitled to such fee ("Termination Fee") as determined in accordance
      with Schedule 6 (Fees). Except for the Termination Fee or as set forth in
      Schedule 6 (Fees), no fee or other compensation will be payable by Dana in
      connection with any expiration or termination of this Agreement (in its
      entirety or as to selected Services), any change in Service volumes under
      Section 3.3 or any insourcing or resourcing of Services under Section 3.5.

ARTICLE 27. TERMINATION ASSISTANCE

27.1  Termination Assistance Services.

      (A)   No less than 30 days prior to each Transformation Milestone, Service
            Provider will provide to Dana for its approval a draft plan for the
            disengagement and transfer of that Transformation Milestone upon the
            expiration, termination, insourcing or resourcing of such Services
            (including any terminations resulting from the Dana's divestiture of
            an entity, business unit or assets), (collectively, the
            "Disengagement Plan"). Once approved, the document will be the
            Disengagement Plan for such Services. The Disengagement Plan will,
            as reasonably foreseeable:

            (1)   specify Key Personnel and other resources that will be used to
                  perform Termination Assistance Services;

            (2)   provide an estimate of incremental Fees for the additional
                  resources required to provide the Termination Assistance
                  Services;

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            (3)   specify substantially all activities necessary to carry out
                  the Termination Assistance Services as efficiently as
                  reasonably possible;

            (4)   specify such training and documentation reasonably required
                  for Dana to understand and operate the Software and Tools used
                  by Service Provider to provide the Services, including (a)
                  configuration data for such Software and Tools and (b) scripts
                  and customizations of such Software and Tools; and

            (5)   set out a timetable and process for effecting Termination
                  Assistance Services that will enable Dana to have completed
                  disengagement as quickly as reasonably possible without
                  materially disrupting the quality of the Services and without
                  limiting Service Provider's obligation to meet the Service
                  Levels during the Termination Assistance Period.

      (B)   Service Provider will keep the Disengagement Plan up to date during
            the Term by updating the Disengagement Plan, from time to time, as
            necessary to take into account changes to the Services and New
            Services and submitting such updates to Dana for approval. Upon
            approval such updates will be incorporated into the Disengagement
            Plan.

      (C)   Upon the expiration or termination of this Agreement or Service
            Provider ceasing to provide the Services for any reason, or the
            insourcing or resourcing of Services under this Agreement, Service
            Provider will provide the Termination Assistance Services in
            accordance with the Disengagement Plan. Termination Assistance
            Services constituting the continuance of existing Services that do
            not specifically relate to such expiration, termination, insourcing
            or resourcing will be performed during the Termination Assistance
            Period at the same rates as during the Term. Termination Assistance
            Services that relate specifically to the expiration, termination,
            insourcing or resourcing, and that cannot be provided by Key
            Personnel or other existing resources without unreasonably risking,
            in Dana's opinion, adverse impact to Service Provider's ability to
            provide the Services, will be provided at the applicable rates set
            forth therefor in Schedule 6 (Fees) or, if the applicable rates are
            not set forth in Schedule 6 (Fees), at Service Provider's rates in
            effect for such services immediately before the expiration,
            termination, insourcing or resourcing. Dana's determination to
            accept risks of adverse impact will relieve Service Provider from
            any consequences of such adverse impact.

      (D)   The quality and level of performance of the applicable Services
            during the Termination Assistance Period will not be degraded as
            compared to the quality and level of performance of such Services
            before such Termination Assistance Period. Without limiting the
            foregoing, during the Termination Assistance Period, Service
            Provider will (1) provide to Dana and potential successors
            designated by Dana such information as Dana may reasonably request
            relating to the number and respective functions of the members of
            the Project Staff performing Services, (2) not make any material
            changes to the level of Service and (3) not reassign Service
            Provider's employees or contractors away from performance of
            functions

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            under this Agreement (until Dana has had an opportunity to meet with
            and attempt to hire such personnel as described in Section 27.3 and
            except to the extent otherwise mutually agreed by the Parties in
            order to mitigate Termination Fees).

      (E)   After the expiration of the Termination Assistance Period, Service
            Provider will (1) answer questions from Dana regarding the
            terminated, insourced or resourced Services on an "as needed" basis
            at Service Provider's then-standard billing rates and (2) deliver to
            Dana any remaining Dana-owned reports and documentation relating to
            the terminated, insourced or resourced services still in Service
            Provider's possession.

27.2  Exit Rights. Upon the later of (A) the expiration or termination of this
      Agreement and (B) the last day of any Termination Assistance Period (the
      "End Date"):

      (A)   The rights granted to Service Provider and Service Provider Agents
            in Section 20.1 will immediately terminate and Service Provider
            will, and, to the extent Dana does not possess a current copy of the
            Dana Software, will cause Service Provider Agents to (1) deliver to
            Dana, at no cost to Dana, a current copy of the Dana Software in the
            form in use as of the End Date and (ii) destroy or erase all other
            copies of the Dana Software in Service Provider's or Service
            Provider Agents' possession. Service Provider will, upon Dana's
            request, certify to Dana that all such copies have been destroyed or
            erased.

      (B)   Upon Dana's request, Service Provider will sell to Dana or its
            designee, free and clear of all liens, security interests or other
            encumbrances, at the then current fair market value any Equipment
            owned by Service Provider and being used by Service Provider or
            Service Provider Agents primarily to perform the Services as of the
            End Date.

      (C)   Service Provider will, and will cause Service Provider Agents to,
            deliver to Dana a copy of all Work Product, in the form in use as of
            the End Date.

      (D)   Upon Dana's request, Service Provider will, and will cause Service
            Provider Agents to, transfer or assign to Dana or its designee, on
            terms and conditions acceptable to all applicable parties, any
            agreements with third parties for the leasing of Equipment,
            licensing of Software, maintenance services, disaster recovery
            services or other third-party products or services, being used by
            Service Provider or Service Provider Agents primarily to provide the
            Services as of the End Date (including any Assigned Agreements), and
            Dana will assume the ongoing obligations under such agreements that
            relate to periods after the End Date.

      (E)   As to Service Provider Software and Service Provider Tools to be
            licensed to Dana as provided in subsections (C) and (D) of Section
            20.2, Service Provider will deliver to Dana a copy of the Service
            Provider Software and Service Provider Tools, in the form in use as
            of the End Date.

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27.3  Right to Hire Project Staff.

      (A)   Upon the delivery of a notice of intent to terminate or not renew
            this Agreement, or upon an insourcing of part of the Services, as to
            the then current members of the Project Staff providing the affected
            Services under this Agreement (each an "Affected Project Staff
            Member"), Service Provider will, to the extent not prohibited by
            applicable Law, (1) provide Dana with the name of each Affected
            Project Staff Member and a description of job responsibilities, (2)
            provide Dana and its designees, at their option, reasonable access,
            in a manner agreed upon by the Parties to minimize any interference
            with Service Provider's ability to provide the Services and conduct
            its business, to such Affected Project Staff Members and (3) allow
            Dana to meet with, solicit and hire, in a manner agreed upon by the
            Parties to minimize any interference with Service Provider's ability
            to conduct its business, such Affected Project Staff Members as of
            the End Date.

      (B)   Service Provider will waive any restrictions that may prevent any
            Affected Project Staff Member from being hired by Dana or its
            designees under this Section.

27.4  Termination Assistance upon Change in Services Volumes or Insourcing or
      Resourcing. If there is (1) a change in Service volumes under Section 3.3,
      (2) an insourcing or resourcing under Section 3.5, (3) any termination of
      Services under this Agreement under subsection (D) of Section 6.7, (4) any
      termination of Services under this Agreement under Section 13.3 or (5) any
      termination of Services under this Agreement under subsection (B) of
      Section 24.2, then Section 27.2 and Section 27.3 will apply only in
      relation to those resources and other items referred to in Section 27.2
      ("Affected Resources"), and those Affected Project Staff Members, that are
      associated with the Services to be changed, insourced, resourced or
      terminated. As soon as practicable after Dana exercises any such right,
      Service Provider will notify Dana if any such Affected Resources, or any
      such Affected Project Staff Members, are necessary for the provision of
      the remaining Services and cannot be duplicated; whereupon Dana and
      Service Provider will agree upon an appropriate allocation of such
      Affected Resources and Affected Project Staff Members.

27.5  Injunctive Relief. Without limiting the foregoing, Service Provider
      acknowledges and agrees that Dana may be irreparably harmed if Service
      Provider were to fail or threaten not to provide Dana with Termination
      Assistance Services, and that Dana may proceed directly to court in any
      such case without observing any cure period otherwise applicable under
      this Agreement.

ARTICLE 28. INDEMNITIES

28.1  Indemnities by Dana. Dana will indemnify Service Provider and its
      Affiliates against, and defend and hold Service Provider and its
      Affiliates harmless from and against, any Losses suffered, incurred or
      sustained by Service Provider or its Affiliates or to which Service
      Provider or its Affiliates becomes subject, resulting from, arising out of
      or relating to any third party claim:

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      (A)   that the Dana Software or Dana Tools infringe upon or misappropriate
            the proprietary or other rights of any third party; provided that
            Dana will not have any indemnity obligation under this subsection
            (A) to the extent any infringement or misappropriation relates to:

            (1)   any item of Dana Third Party Software or Dana Third Party Tool
                  that, with Service Provider's specific prior written consent,
                  is excluded from indemnification under this subsection (A);

            (2)   modifications made or authorized by Service Provider or a
                  Service Provider Agent, without the approval of Dana;

            (3)   Service Provider's use of the Dana Software or Dana Tools in
                  combination with products or services not furnished or
                  approved by Dana and not contemplated by this Agreement;

            (4)   a breach of the Dana Consents by Service Provider; or

            (5)   the failure of Service Provider to use corrections or
                  modifications provided by Dana on a timely basis.;

      (B)   based on the violation of a Law for the protection of persons or
            members of a protected class or category of persons by Dana or Dana
            Agents, including unlawful discrimination;

      (C)   relating to personal injury, bodily injury, death or property loss
            or damage caused by the acts or omissions of Dana or Dana Agents
            (and Dana hereby waives, as to the defense of Service Provider, any
            immunity defense it may have to such claim under Laws related to
            workers' compensation or employee injuries);

      (D)   any employment actions resulting from misrepresentations, oral or
            written, made by Dana or Dana Agents to Affected Employees or other
            Dana employees that were not authorized by Service Provider;

      (E)   any action taken by Dana with respect to the Affected Employees,
            including any claims arising from Dana's decisions, acts or
            omissions relating to screening, interviewing, hiring, assignment,
            evaluation, compensation, termination and/or transfer;

      (F)   relating to any amounts, including taxes, interest and penalties,
            assessed against Service Provider that are the obligation of Dana
            under Article 16;

      (G)   for government penalties and fines resulting from Dana's breach of
            its covenants in Section 24.1;

      (H)   relating to (1) any duties or obligations of Dana or Dana Agents
            with respect to one another, (2) liability under any Assigned
            Agreement based on acts or omissions of Dana or Dana Agents before
            the applicable Assigned Agreement

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            Effective Date and (3) liability under any Managed Agreement based
            on acts or omissions of Dana or Dana Agents for which Dana is not
            entitled to indemnification under clause (3) of subsection (H) of
            Section 28.2.

      (I)   by a Non-US Employee (as defined in Schedule 18 (Human Resources))
            or a non-US Governmental Authority to the extent the claim arises
            from a breach of Dana's responsibilities, or constitutes a liability
            for which Dana has agreed to be responsible, under the terms of
            Schedule 18 (Human Resources);

      (J)   relating to Dana's failure to obtain, maintain or comply with the
            Dana Consents and the Dana Governmental Approvals or to comply with
            the Service Provider Consents;

      (K)   relating to use by Dana of any Service Provider Third Party Software
            or Service Provider Third Party Tools outside of the licenses
            granted in Article 20; or

      (L)   resulting from a disclosure of Service Provider's Confidential
            Information due to Dana's breach of Section 22.1.

      Dana will indemnify Service Provider against any costs and expenses
      incurred in connection with the enforcement of this Section.

28.2  Indemnities by Service Provider. Service Provider will indemnify Dana and
      its Affiliates against, and defend and hold Dana and its Affiliates
      harmless from and against, any Losses suffered, incurred or sustained by
      Dana or its Affiliates or to which Dana or its Affiliates become subject,
      resulting from, arising out of or relating to any third party claim:

      (A)   that the Services, the Deliverables, the Work Product, the Service
            Provider Software, the Service Provider Tools, the Service Provider
            Equipment, any enhancements or modifications to the Dana Software
            performed by Service Provider or Service Provider Agents or any
            other resources or items provided to Dana by Service Provider or
            Service Provider Agents infringe upon or misappropriate the
            proprietary or other rights of any third party; provided that
            Service Provider will not have any indemnity obligation under this
            subsection (A) to the extent any infringement or misappropriation
            relates to:

            (1)   any item of Service Provider Third Party Software or Service
                  Provider Third Party Tool that, with Dana's specific prior
                  written consent, is excluded from indemnification under this
                  subsection (A);

            (2)   modifications made by Dana or a Dana Agent (other than Service
                  Provider and Service Provider Agents), without the approval of
                  Service Provider;

            (3)   Dana's use of any such materials in combination with products
                  or services not furnished or approved by Service Provider and
                  not contemplated by this Agreement;

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            (4)   a breach of the Service Provider Consents by Dana;

            (5)   the failure of Dana to use corrections or modifications
                  provided by Service Provider on a timely basis; or

            (6)   the infringement results from Service Provider's adherence to
                  Dana's directions or procedures.

      (B)   based on the violation of a Law for the protection of persons or
            members of a protected class or category of persons by Service
            Provider or Service Provider Agents, including unlawful
            discrimination;

      (C)   relating to personal injury, bodily injury, death or property loss
            or damage caused by the acts or omissions of Service Provider or
            Service Provider Agents (and Service Provider hereby waives, as to
            the defense of Dana, any immunity defense it may have to such claim
            under Laws related to workers' compensation or employee injuries);

      (D)   relating to accrued employee benefits expressly assumed by Service
            Provider;

      (E)   relating to any employment actions resulting from
            misrepresentations, oral or written, made by Service Provider or
            Service Provider Agents to Affected Employees or other Dana
            employees that were not authorized by Dana;

      (F)   relating to any action taken by Service Provider with respect to the
            Affected Employees, including any claims arising from Service
            Provider's decisions, acts or omissions relating to screening,
            interviewing, hiring, assignment, evaluation, compensation,
            termination and/or transfer;

      (G)   relating to any other aspect of the Project Staff's employment
            relationship with Service Provider or the termination of the
            employment relationship with Service Provider (including claims for
            breach of an express or implied contract of employment);

      (H)   relating to (1) any duties or obligations of Service Provider or
            Service Provider Agents with respect to one another, (2) liability
            under any Assigned Agreement based on acts or omissions of Service
            Provider or Service Provider Agents on or after the applicable
            Assigned Agreement Effective Date and (3) liability under any
            Managed Agreement based on acts or omissions of Service Provider or
            Service Provider Agents on or after the applicable Managed Agreement
            Effective Date that constitute a breach or default of Service
            Provider's obligations under Article 9;

      (I)   relating to Service Provider's failure to obtain, maintain or comply
            with the Service Provider Consents and the Service Provider
            Governmental Approvals or to comply with the Dana Consents;

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      (J)   by any of Service Provider's partners or subcontractors arising from
            or in connection with their provision of Services;

      (K)   resulting from a disclosure of Dana's Confidential Information due
            to Service Provider's breach of Section 10.3 or Section 22.1;

      (L)   relating to any amounts, including taxes, interest and penalties,
            assessed against Dana that are the obligation of Service Provider
            under Article 16;

      (M)   relating to use by Service Provider of any Dana Third Party Software
            or Dana Third Party Tools outside the scope of the licenses granted
            in Article 20;

      (N)   for government penalties and fines resulting from Service Provider's
            breach of its covenants in Section 24.2;

      (O)   by a Non-US Employee (as defined in Schedule 18 (Human Resources))
            or a non-US Governmental Authority to the extent the claim arises
            from a breach of Service Provider's responsibilities, or constitutes
            a liability for which Service Provider has agreed to be responsible,
            under the terms of Schedule 18 (Human Resources); or

      (P)   based on the processing or transfer of Dana Data in violation of
            Service Provider's or a Service Provider Agent's obligations under
            the terms of Section 22.6 or a Local Country Agreement.

      Service Provider will indemnify Dana against any costs and expenses
      incurred in connection with the enforcement of this Section.

28.3  Indemnification Procedures. If any third-party claim is commenced against
      a Party entitled to indemnification under Section 28.1 or Section 28.2
      (the "Indemnified Party"), notice thereof will be given to the Party that
      is obligated to provide indemnification (the "Indemnifying Party") as
      promptly as practicable. If, after such notice, the Indemnifying Party
      will acknowledge that this Agreement applies with respect to such claim,
      then the Indemnifying Party will be entitled, if it so elects, in a notice
      promptly delivered to the Indemnified Party, but in no event less than
      10 days before the date on which a response to such claim is due, to
      immediately take control of the defense and investigation of such claim
      and to employ and engage attorneys reasonably acceptable to the
      Indemnified Party to handle and defend the same, at the Indemnifying
      Party's sole cost and expense. The Indemnified Party will cooperate, at
      the cost of the Indemnifying Party, in all reasonable respects with the
      Indemnifying Party and its attorneys in the investigation, trial and
      defense of such claim and any appeal arising therefrom; provided that the
      Indemnified Party may, at its own cost and expense, participate, through
      its attorneys or otherwise, in such investigation, trial and defense of
      such claim and any appeal arising therefrom. No settlement of a claim that
      involves a remedy other than the payment of money by the Indemnifying
      Party will be entered into without the consent of the Indemnified Party.
      After notice by the Indemnifying Party to the Indemnified Party of its
      election to assume full control of the defense of any such claim, the
      Indemnifying Party will not be liable to the Indemnified Party for any
      legal expenses incurred thereafter by such Indemnified

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      Party in connection with the defense of that claim. If the Indemnifying
      Party does not assume full control over the defense of a claim subject to
      such defense as provided in this Section, the Indemnifying Party may
      participate in such defense, at its sole cost and expense, and the
      Indemnified Party will have the right to defend the claim in such manner
      as it may deem appropriate, at the cost and expense of the Indemnifying
      Party.

28.4  Injunctions Affecting Services. If any product or service provided by
      Service Provider and used by Service Provider to provide the Services
      becomes, or in Service Provider's reasonable opinion is likely to become,
      the subject of an infringement or misappropriation claim or proceeding,
      then Service Provider will promptly notify Dana of such claim or
      proceeding and, at Service Provider's expense (1) secure the royalty-free
      right to continue using the product or service or (2) replace or modify
      the product or service to make it non-infringing, provided that any such
      replacement or modification will not degrade the performance or quality of
      the affected component of the Services in any material way. If neither (1)
      nor (2) is available to Service Provider, Service Provider will remove the
      product or service from the Services and the Fees will be equitably
      adjusted to adequately reflect such removal. If any product or service
      provided by Dana and used by Service Provider to provide the Services
      becomes, or in Dana's reasonable opinion is likely to become, the subject
      of an infringement or misappropriation claim or proceeding, then Dana will
      promptly notify Service Provider of such claim or proceeding, and unless
      and until Dana secures the right to continue using the product or service,
      or replaces or modifies the product or service to make if non-infringing,
      Service Provider will be relieved of the Services that require the
      enjoined product or service, without affecting Dana's payment obligations.

ARTICLE 29. DAMAGES

29.1  Direct Damages. Each Party will be liable to the other Party for any
      direct damages arising out of or relating to such Party's performance or
      failure to perform under this Agreement; provided that the liability of a
      Party to the other Party, whether based on an action or claim in contract,
      equity, negligence, tort or otherwise, will not in the aggregate exceed
      ***.

29.2  Consequential Damages.

      (A)   ***

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      (B)   Notwithstanding the foregoing, the following damages are agreed to
            be included within direct damages and not excluded by this Section
            29.2: ***.

29.3  Exceptions.

      (A)   ***

            (1)   ***

            (2)   ***

            (3)   ***

      (B)   ***

            (1)   ***

      (C)   ***

            (1)   ***

            (2)   ***

      (D)   ***

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29.4  Interpretation of Cap. ***

      (A)   ***

      (B)   ***

      (C)   ***

      (D)   ***

29.5  Injunctive Relief. A Party may seek immediate injunctive relief for a
      breach of this Agreement by the other Party if the breach would result in
      irreparable harm to the Party for which monetary damages would provide an
      inadequate remedy. A Party filing a pleading seeking immediate injunctive
      relief that is not awarded in substantial part will pay all reasonable
      costs and attorneys' fees of the other Party.

ARTICLE 30. INSURANCE

30.1  Insurance. Except as specifically provided otherwise in this Agreement,
      Service Provider will obtain and maintain at its own expense, and require
      Service Provider Agents to obtain and maintain at their own expense or
      Service Provider's expense, insurance of the type and in the minimum
      amounts set forth below, with reputable carriers satisfactory to Dana:

      (A)   for U.S. citizens and foreign nationals working in the U.S. or its
            territories and entitled to state workers' compensation insurance or
            benefits, statutory workers' compensation in accordance with all
            state and local requirements, including employers' liability, with
            limits not less than ***;

      (B)   for foreign nationals working outside the U.S. or its territories,
            or working in the U.S. or its territories but not entitled to
            workers' compensation insurance or benefits, employee injury
            insurance or benefits usual, customary and/or required in the
            country in which such foreign national is employed or domiciled,
            whichever is applicable, which insurance or benefit may be provided
            through a non-U.S. government sponsored program or social welfare
            program or private insurance, as is usual, customary and/or required
            in the employee's country of employment or domicile, whichever is
            applicable;

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      (C)   commercial general liability insurance for an insured amount of not
            less than *** per occurrence and *** aggregate;

      (D)   automobile liability insurance covering use of all owned, non-owned
            and hired automobiles for bodily injury, property damage, with a
            minimum combined single limit per accident of *** or the minimum
            limit required by Law, whichever limit is greater;

      (E)   professional errors and omissions liability insurance covering loss
            (other than bodily injury or property damage) which may result from
            any rendering or failure to render any professional services under
            this Agreement, with a minimum limit of *** per occurrence and ***
            in aggregate;

      (F)   fidelity bond/crime insurance, naming Dana as a loss payee ***;

      (G)   all risk property coverage, including flood and earthquake and
            business interruption insurance, covering property and operations of
            Service Provider or property in its care, custody or control; and

      (H)   umbrella and/or excess liability coverage, applying over the
            employer's liability, commercial general liability and automobile
            liability, in minimum amounts of *** per occurrence and *** in the
            aggregate.

      The above coverages will apply on a worldwide basis regardless of where
      the event that creates the liability occurs or where the suit or claim for
      the liability is brought. The above coverages will be written or endorsed
      so that they are primary coverages and not excess or contributory to any
      coverages maintained by Dana. Service Provider's obligations under this
      Section will in no way limit or diminish its indemnification obligations,
      or liability for claims covered, under the terms of this Agreement.

30.2  Period of Insurance. Service Provider will take out and maintain the
      insurance policies referred to in Section 30.1 for the following periods:

      (A)   ***

      (B)   ***

      For any coverage written on a claims made basis, the retrospective date
      must be no later than the Effective Date of this Agreement.

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30.3  Insurance Documentation. For all insurance required under Section 30.1,
      Service Provider will, on the Effective Date and prior to each coverage
      renewal date, or upon Dana's request from time to time, furnish to Dana
      certificates of insurance or other appropriate documentation (including
      evidence of renewal of insurance) evidencing all coverages referenced in
      Section 30.1 and naming Dana as an additional insured with regard to the
      commercial general liability coverage as respects bodily injury or
      property damage resulting from the Project Staff's act or omissions. In
      the event of cancellation, non-renewal or material alteration, Service
      Provider shall cause its insurers to endeavor to provide 30 days' prior
      written notice to Dana. With regard to the coverages referenced in Section
      30.1.(E) and 30.1.(F), Service Provider will provide Dana as much notice
      as is reasonably possible under the circumstances prior to any
      cancellation, non-renewal or material alteration. Such cancellation or
      material alteration will not relieve Service Provider of its continuing
      obligation to maintain insurance coverage in accordance with this Article.
      With regard to the Professional Errors and Omissions Liability insurance,
      on the Effective Date and prior to each coverage renewal date, or upon
      Dana's request from time to time, Service Provider will provide a written
      certification from its insurance broker that the coverage maintained by
      Service Provider covers all Services under this Agreement and that the
      limits are in full force and effect.

30.4  Risk of Loss. Subject to the terms of this Agreement, each Party is
      responsible for the risk of loss of, or damage to, any property of the
      other that is caused by the acts or omissions of such Party.

30.5  Deductibles or Self Insurance. Unless Service maintains an investment
      grade credit rating by Moody's Investors Services, the foregoing coverages
      may not be changed to increase any deductibles or other self insurance
      provisions in excess of the respective amounts in existence on the
      Effective Date.

ARTICLE 31. MISCELLANEOUS PROVISIONS

31.1  Assignment. Neither Party will, without the consent of the other Party,
      assign this Agreement or otherwise transfer its rights or obligations
      under this Agreement; provided that Dana may assign or otherwise transfer
      its rights and obligations under this Agreement to any Affiliate of Dana,
      to an entity that acquires all or substantially all of Dana's assets or
      Dana's successor by way of merger or acquisition. The consent of a Party
      to any assignment of this Agreement will not constitute such Party's
      consent to further assignment. This Agreement will be binding on the
      Parties and their respective successors and permitted assigns. Any
      assignment in contravention of this subsection will be void.

31.2  Notices. Except as otherwise specified in this Agreement, all notices,
      requests, consents, approvals, agreements, authorizations,
      acknowledgements, waivers and other communications required or permitted
      under this Agreement will be in writing and will be deemed given when sent
      by telecopy to the telecopy number specified below or delivered by hand to
      the address specified below. A copy of any such notice will also be sent
      by express air mail on the date such notice is transmitted by telecopy to
      the address specified below:

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      In the case of Dana:
            Dana Corporation
            4500 Dorr Street
            Toledo, Ohio 43615
            Attention: Vice President, Human Resources
            Telecopy No.: 419-535-

      With a copy to:
            Dana Corporation
            4500 Dorr Street
            Toledo, Ohio 43615
            Attention: General Counsel
            Telecopy No.: 419-535-4790

      In the case of Service Provider:
            IBM Corporation
            Rt. 100, Bld 2
            Somers, NY 10589
            Attention: VP, BTO Industrial
            Telecopy No.: (914) 766-8237

      With a copy to:
            IBM Corporation
            Rt. 100, Bld 2
            Somers, NY 10589
            Attention: BCS Associate General Counsel
            Telecopy No.: (914) 766-8222

      Either Party may change its address or telecopy number for notification
      purposes by giving the other Party 15 days' notice of the new address or
      telecopy number and the date upon which it will become effective.

31.3  Counterparts. This Agreement may be executed in any number of
      counterparts, each of which will be deemed an original, but all of which
      taken together will constitute one single agreement between the Parties.

31.4  Relationship. The Parties intend to create an independent contractor
      relationship and nothing contained in this Agreement will be construed to
      make either Dana or Service Provider partners, joint venturers,
      principals, agents or employees of the other. No officer, director,
      employee, agent, affiliate or contractor retained by Service Provider to
      perform work on Dana's behalf under this Agreement will be deemed to be an
      employee, agent or contractor of Dana. Neither Party will have any right,
      power or authority, express or implied, to bind the other.

31.5  Consents, Approvals and Requests. Except as specifically set forth in this
      Agreement, all consents and approvals to be given by either Party under
      this Agreement will not be

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      unreasonably withheld or delayed and each Party will make only reasonable
      requests under this Agreement.

31.6  Waivers. No delay or omission by either Party to exercise any right or
      power it has under this Agreement will impair or be construed as a waiver
      of such right or power. A waiver by any Party of any breach or covenant
      will not be construed to be a waiver of any succeeding breach or any other
      covenant. All waivers must be signed by the Party waiving its rights.

31.7  Remedies Cumulative. No right or remedy herein conferred upon or reserved
      to either Party is intended to be exclusive of any other right or remedy,
      and each right and remedy will be cumulative and in addition to any other
      right or remedy under this Agreement, or under applicable Law, whether now
      or hereafter existing.

31.8  Amendments. No change or addition to any provision of this Agreement will
      be valid unless in writing and signed by an authorized representative of
      each of the Parties.

31.9  Survival. The terms of Sections 6.7(C), 6.8(D), 12.2(D) and (E), 14.2(G),
      15.3 (as to outstanding Fees), 15.10, , 17.2, 17.3(B), 17.4, 27.1(C), (D)
      and (E), 27.2(A) and (D), 27.3, 30.2, 31.7, 31.9, 31.10, 31.11 and 31.12;
      Articles 16, 20, 22, 26, 28, 29 and 32; and the notice requirements for
      reassignment of Key Personnel set forth in Schedule 18 (Human Resources)
      will survive the expiration or termination of this Agreement.

31.10 Third Party Beneficiaries. Each Party intends that this Agreement will not
      benefit, or create any right or cause of action in or on behalf of, any
      person or entity other than the Parties.

31.11 Covenant of Further Assurances. Subsequent to the execution and delivery
      of this Agreement and without any additional consideration, each of Dana
      and Service Provider will execute and deliver any further legal
      instruments and perform any acts that are or may become necessary to
      effectuate the purposes of this Agreement.

31.12 Negotiated Terms. The Parties agree that the terms and conditions of this
      Agreement are the result of negotiations between the Parties and that this
      Agreement will not be construed in favor of or against any Party by reason
      of the extent to which any Party or its professional advisors participated
      in the preparation of this Agreement.

31.13 Export. Dana and Service Provider will not knowingly export or re-export
      any personal computer system, part, technical data or sub-elements under
      this Agreement, directly or indirectly, to any destinations prohibited by
      the United States Government. The term "technical data" in this context,
      means such data as is defined as technical data by applicable United
      States export regulations.

31.14 Non-Solicitation. Except as permitted under Section 27.3, during the Term
      neither Party will solicit or hire any individual while that individual is
      an employee of the other Party. This Section will not restrict the right
      of either Party to solicit or recruit generally in the media or prohibit
      either Party from hiring an employee of the other who answers any

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      advertisement or who otherwise voluntarily applies for hire without having
      been initially solicited or recruited by the hiring Party.

31.15 Conflict of Interest. Neither Party will pay any salaries, commissions,
      fees or make any payments or rebates to any employee of the other Party,
      or to any designee of such employee, or favor any employee of the other
      Party, or any designee of such employee, with gifts or entertainment of
      significant cost or value or with services or goods sold at less than full
      market value. Obligation under this Section will also be binding upon the
      Parties respective agents.

31.16 Publicity. Neither Party will use the other Party's name or mark, or use
      language from which the connection of such name or mark may be inferred,
      without the other Party's prior written consent, in the other Party's sole
      discretion. Neither Party may make, without the prior written approval of
      authorized representatives of the other Party, any public disclosures
      relating to this Agreement, except for internal announcements or
      disclosures required to meet legal or regulatory requirements that are
      beyond the reasonable control of the disclosing Party.

31.17 Liens. Service Provider will keep all real and personal property of Dana,
      and the Services, free and clear of all liens or lien claims. If any lien
      or lien claim is asserted for any reason, Dana may at its sole discretion
      (1) pay the amount of the lien or lien claim, (2) deduct the amount paid
      from Fees due to Service Provider and/or (3) require Service Provider to
      obtain a properly executed release of lien satisfactory to Dana.

ARTICLE 32. CONSTRUCTION

32.1  Background. The statement of background and objectives set forth in the
      introductory portion of this Agreement are intended to be a general
      introduction to this Agreement and are not intended to expand the scope of
      the Parties' obligations or to alter the plain meaning of this Agreement's
      terms and conditions. However, to the extent the terms and conditions of
      this Agreement do not address a particular circumstance or are otherwise
      unclear or ambiguous, such terms and conditions are to be interpreted and
      construed so as to give the fullest possible effect to the goals and
      objectives set forth in the statement of background and objectives.

32.2  Incorporation and References. In this Agreement and the Schedules and
      Local Country Agreements to this Agreement:

      (A)   the Schedules and Local Country Agreements to this Agreement are
            hereby incorporated into and deemed part of this Agreement and all
            references to this Agreement will include the Schedules to this
            Agreement;

      (B)   references to a Schedule, Section or Article will be to such
            Schedule to, or Section or Article of, this Agreement unless
            otherwise provided;

      (C)   references to any Law means references to such Law in changed or
            supplemented form or to a newly adopted Law replacing a previous
            Law; and

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      (D)   references to and mentions of the word "including" or the phrase
            "e.g." means "including, without limitation."

32.3  Headings. The Article and Section headings, Table of Contents and Table of
      Schedules are for reference and convenience only and will not be
      considered in the interpretation of this Agreement.

32.4  Severability. If any provision of this Agreement is held by a court of
      competent jurisdiction to be contrary to Law, then the remaining
      provisions of this Agreement, if capable of substantial performance, will
      remain in full force and effect.

32.5  Sole and Exclusive Venue. Each Party irrevocably agrees that any legal
      action, suit or proceeding brought by it in any way arising out of this
      Agreement must be brought solely and exclusively in the United States
      District Court for the Northern District of Ohio or Court of Common Pleas
      for Lucas County located in Toledo, Ohio and irrevocably accepts and
      submits to the sole and exclusive jurisdiction of each such court in
      personam, generally and unconditionally, with respect to any action, suit
      or proceeding brought by it or against it by the other Party; provided
      that this Section will not prevent a Party against whom any legal action,
      suit or proceeding is brought by the other Party in the state courts of
      the State of Ohio from seeking to remove such legal action, suit or
      proceeding, under applicable federal Law, to the district court of the
      United States for the district and division embracing the place where the
      action is pending in the state courts of the State of Ohio, and if an
      action is so removed each Party irrevocably accepts and submits to the
      jurisdiction of that district court. Each Party hereto further irrevocably
      consents to the service of process from any of such courts by mailing
      copies thereof by registered or certified mail, postage prepaid, to such
      Party at its address designated under this Agreement, with such service of
      process to become effective 30 days after such mailing.

32.6  Section 365(n). All rights and licenses granted under or under this
      Agreement by Service Provider to the Dana Group Companies are, and will
      otherwise be deemed to be, for purposes of Section 365(n) of Title 11 of
      the United States Code, as amended from time to time (the "Bankruptcy
      Code"), licenses to rights to "intellectual property" as defined under the
      Bankruptcy Code. The Parties agree that the Dana Group Companies, as
      licensee of such rights under this Agreement, will retain and may fully
      exercise all of its rights and remedies available to it under the
      Bankruptcy Code including Section 365(n) thereof.

32.7  Governing Law.

      (A)   This Agreement and the rights and obligations of the Parties under
            this Agreement will be governed by and construed in accordance with
            the Laws of the State of Ohio, without giving effect to the
            principles thereof relating to the conflicts of Laws.

      (B)   The Parties agree that, to the extent no expressly permitted by Law,
            the United Nations Convention on Contracts for the International
            Sale of Goods 1980, and all

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            international and domestic legislation implementing such Convention,
            will not apply to this Agreement.

      (C)   The Parties further agree that their respective rights and
            obligations under this Agreement will be solely and exclusively as
            set forth in this Agreement and that the Uniform Computer
            Information Transactions Act ("UCITA"), whether enacted in whole or
            in part by any state or applicable jurisdiction, regardless of how
            codified, will not apply to this Agreement and is hereby disclaimed.
            The Parties further agree to amend this Agreement as may be
            necessary to comply with any mandatory disclaimer language required
            by UCITA in any applicable jurisdiction.

32.8  Waiver of Jury Trial. The Parties hereby irrevocably waive any right to
      jury trial with respect to any action relating to this Agreement or the
      Services.

32.9  Entire Agreement. This Agreement and the Schedules to this Agreement
      represent the entire agreement between the Parties with respect to its
      subject matter, and there are no other representations, understandings or
      agreements between the Parties relative to such subject matter.

32.10 Interpretation Consistent with Law; Conflicts.

      (A)   If any provision of this Agreement is subject to an interpretation
            which would be invalid, illegal, or unenforceable, the remaining
            provisions of this Agreement will not in any way be affected or
            impaired, and the invalid, illegal, or unenforceable provision will
            be interpreted to reflect the Parties' original intent under this
            Agreement as nearly as possible in accordance with applicable Laws.

      (B)   If there is a conflict among the terms in the various documents
            within this Agreement:

            (1)   to the extent the conflicting provisions can reasonably be
                  interpreted so that such provisions are consistent with each
                  other, such consistent interpretation will prevail; and

            (2)   to the extent this Section 32.10(B) does not resolve such
                  conflict, the following order of precedence will prevail:

                  (a)   the provisions of a Local Country Agreement will prevail
                        over a conflicting term in this Agreement with respect
                        to Services performed within the jurisdiction of such
                        Local Country Agreement;

                  (b)   this Agreement (exclusive of its Schedules) will prevail
                        over a conflicting term in its Schedules; and

                  (c)   a Schedule will prevail over a conflicting term in the
                        Exhibits.

                                    Page 66
<PAGE>

*** indicates where a confidential portion has been omitted and filed separately
with the Commission

            Each of Dana and Service Provider has caused this Agreement to be
signed and delivered by its duly authorized representative on this 31 day of
March, 2005.

                                  DANA CORPORATION

                                  By: /s/ Richard W. Spriggle
                                      -----------------------
                                  Name: Richard W. Spriggle
                                  Title: V.P. Human Resources

                                  By: __________________________________________
                                  Name: ________________________________________
                                  Title: _______________________________________

                                  INTERNATIONAL BUSINESS MACHINES CORPORATION

                                  By: /s/ Gerald T. Kurtz
                                      -------------------
                                  Name: Gerald T. Kurtz
                                  Title: Partner, Business Consulting Services

                                    Page 67