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Separation Agreement, General Release And Covenant

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Sectors: Automotive and Transport Equipment
Effective Date: October 01, 2004
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Exhibit 10-O


This Separation Agreement, General Release and Covenant Not to Sue is entered into this 1st day of October, 2004, by and between Marvin A. Franklin, an individual residing at 3921 Brookside Rd., Toledo, Ohio 43606 ("Mr. Franklin") and Dana Corporation, a Virginia corporation with its principal place of business located at 4500 Dorr Street, Toledo, Ohio 43697 ("Dana").


A. Mr. Franklin has been employed by Dana since January 1, 1975. Mr.
Franklin's last day as an active employee will be November 30, 2004. He
has been an A Group executive serving at the direction of Dana. He has
most recently served in the position of President, Dana International &
Global Initiatives.

B. As a result of a restructuring, the Company has to eliminate Mr.
Franklin's position. There are no other appropriate positions available
to Mr. Franklin within Dana.

C. Mr. Franklin and Dana have concluded that it would be in the best
interests of both Mr. Franklin and Dana to enter into this Separation
Agreement, General Release and Covenant Not to Sue (the "Agreement") in
order to permit Mr. Franklin to separate under mutually agreed terms.

D. In order to recognize the above-described circumstances, and without
either party admitting any liability to the other except for such
obligations as shall be hereinbelow assumed, Mr. Franklin and Dana have
agreed as set forth below.

NOW, THEREFORE, for value received, the receipt and sufficiency of which is hereby acknowledged, intending to be bound by this Agreement, the parties agree as follows:

1. Employment. Mr. Franklin and Dana agree that Mr. Franklin's
current duties at Dana will end, effective November 30, 2004.
Mr. Franklin will receive accrued unused vacation pay in
December, 2004. Dana will then pay Mr. Franklin the equivalent
of twelve (12) months of his annual salary ($546,000 per year)
beginning as of December 1, 2004 and his target bonus for 2005
(60% of his base annual salary) (the "Separation Pay"). The
Separation Pay will be paid as follows: Dana will pay Mr.
Franklin in monthly payments his regular salary as of November
30, 2004, of $546,000 per year, along with a portion of Mr.
Franklin's 2005 target bonus divided into twelve equal
installments, for a twelve (12) month period ending November
30, 2005. If Mr.


Franklin has not accepted suitable employment by the end of
this 12 month period and represents this to Dana in writing,
then Dana will extend payments of his monthly salary until the
first to occur of the acceptance of such employment by Mr.
Franklin or six months, ending no later than May 31, 2006 (the
"Separation Period"). For this purpose, the parties understand
and agree that occasional and part-time consulting assignments
for companies other than those referenced in Attachment A as
well as full time work for non-profit companies or community
services entities will not be considered as suitable work. The
payments referenced above are inclusive of and not in addition
to the ten (10) months of separation benefits to which Mr.
Franklin is entitled pursuant to the Dana Income Protection
Plan for Management and Certain Other Employees ("IPP"). Mr.
Franklin will also be eligible for a pro-rata bonus under the
Additional Compensation Plan payable in 2005 based on actual
2004 performance and prorated for his actual months of service
in 2004. If this incentive is earned and payment is approved
by the Compensation Committee of the Board of Directors, then
payment will be made to Mr. Franklin at the time 2004
short-term incentive payments are made to other participants
under this Plan. At the conclusion of the Separation Period,
Mr. Franklin intends to retire and will submit the appropriate
paperwork to effectuate his planned retirement.

2. Employment Records. Dana's records will indicate that Mr.
Franklin's employment was terminated by job elimination
followed by retirement. Copies of this Agreement will be
maintained in Mr. Franklin's human resources file.

3. Availability for Assistance. Mr. Franklin shall be available
to assist Dana on an as-needed basis during the period of
December 1, 2004 through December 31, 2004 at no additional
cost to Dana beyond the payments specified in Paragraph 1

4. Payments/Consideration. Mr. Franklin shall receive the
following as consideration for Mr. Franklin's acceptance and
execution of this Separation Agreement, General Release and
Covenant Not to Sue:

a. Mr. Franklin will receive as part of the Separation
Pay, up to a maximum of eight months of pay (subject
to all deductions currently authorized by Mr.
Franklin or required by law) in excess of that to
which he would otherwise be entitled under the
applicable Dana IPP plan and also payments based upon
his 2005 target bonus. Mr. Franklin will also receive
continued health care and life insurance coverage
under Dana's group benefit plans during the entire
Separation Period so long as he makes the required
payment of his share of the premiums. Mr. Franklin
will also receive payment based upon his projected
2005 target bonus, equal to 60% of his annual base


b. Mr. Franklin will accrue credited service for pension
purposes throughout the entire Separation Period, as
well as for purposes of vesting or other restrictions
applicable to Mr. Franklin's outstanding equity
grants, including restricted stock, stock options,
and performance shares, described in Paragraph 6
below and the attached Appendix.

c. Mr. Franklin shall be entitled to tax preparation
services for the tax year of 2004.

d. On or after December 1, 2004, a lump sum payment will
be made to Mr. Franklin in the amount of $30,000
(less applicable taxes) to cover the incidental costs
of the transition including legal fees for the review
of this document and any desired outplacement. This
payment shall be made in December 2004 unless Mr.
Franklin notifies Dana in writing that he wishes to
defer payment until January 2005.

e. A more specific summary of the rights that Mr.
Franklin will have pursuant to various Dana benefit
plans is attached hereto as an Appendix. In order to
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