Third Amd To Excess Benefits Plans

Exhibit 10-C(3)


THIRD AMENDMENT
TO THE DANA CORPORATION
EXCESS BENEFITS PLAN


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


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


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


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


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


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