Excess Benefits Plan

FIRST AMENDMENT
TO
THE DANA CORPORATION
EXCESS BENEFITS PLAN
--------------------


Pursuant to resolutions of the Board of Directors adopted on July 21, 1997, the Dana Corporation Excess Benefits Plan (the "Plan") is hereby amended, effective as of December 8, 1997, as set forth below.


1. Section 1.3 of the Plan is hereby amended to read in its entirety as follows:


"1.3. Change in Control" means the occurrence of the event set forth
in any one of the following paragraphs:


(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 a
transaction described in clause (1) 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, 1997, constitute the Board of Directors of
the Company ("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, 1997 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 relating to the election of directors of the Company,
shall not be counted; or


(c) there is consummated ...