DANA CORP
EXHIBIT 10-D(2)   SECOND AMENDMENT TO DIRECTOR DEFERRED FEE PLAN
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<DESCRIPTION>EXHIBIT 10-D(2)   SECOND AMENDMENT TO DIRECTOR DEFERRED FEE PLAN
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                                                                 Exhibit 10-D(2)

                             SECOND AMENDMENT TO THE
                   DANA CORPORATION DIRECTOR DEFERRED FEE PLAN

Pursuant to resolutions of the Board of Directors adopted on July 22, 2003, and
April 20, 2004, the Dana Corporation Director Deferred Fee Plan (the "Plan") is
amended as follows.

1.       The first three paragraphs of Section 4.1 of the Plan are deleted in
         their entirety and the following four paragraphs are inserted in their
         place:

                  4.1. FORM OF DISTRIBUTION. At any time on or before the date
         which is twelve months prior to the first distribution scheduled
         pursuant to this Section 4.1, a Director with an Account or Accounts
         under the Plan may establish a distribution schedule pursuant to
         election procedures prescribed by the Committee, specifying (a) that
         distributions be made to the Director out of his Account(s) in a
         specified number of annual installments (not exceeding ten), with the
         first distribution to be made either (i) in the month following
         retirement, termination of services, or the effective date of any
         post-retirement election to convert Units pursuant to Section 3.2, or
         (ii) in January of the first, second, or third year following
         retirement or termination of services (all subsequent distributions
         shall be made in January); and (b) the proportion that each such
         installment shall bear to the dollar amount or Units credited to his
         Accounts at the time of distribution of such installment, subject to
         adjustment to the next higher whole Unit in the case of distributions
         from the Stock Account.

                  In the event of the death of a Director either before or after
         retirement or termination of services, the amount then credited to his
         Accounts shall be paid in cash in such manner as the Committee may
         determine, regardless of the manner in which such payments would have
         been made to the Director had he lived.

                  Except as otherwise provided in this Plan, each distribution
         in respect of a Director's Accounts shall be made (in whole or in part)
         in shares of the Corporation's Stock, in cash, or in a combination of
         shares of Stock and cash, at the election of the Director. Subject to
         the last sentence of this paragraph, to the extent that a distribution
         is to be made in Stock, the number of shares of Stock to be distributed
         in respect of the Director's Interest Equivalent Account shall equal
         the maximum number of whole shares of Stock which could have been
         purchased with any accrued dollar amount in his Interest Equivalent
         Account then being distributed, assuming a purchase price per share of
         Stock equal to the average of the last reported daily sales prices for
         shares of such Stock on the New York Stock Exchange-Composite
         Transactions on each trading day during the calendar month preceding
         the month of making such payment. Any stock distribution in respect of
         Units from a Director's Stock Account shall be made on the basis of one
         share of Stock for each Unit being distributed. Any dollar balance in a
         Director's Stock Account at the time of each distribution shall be
         carried forward until the final distribution.

                  In the event that a Director has not filed a distribution
         election as of the time of his retirement or termination of services or
         the Committee determines in its discretion that the Director's election
         is invalid for any reason, distribution of the dollar amounts and/or
         Units credited to his Accounts shall be made in an immediate cash lump
         sum to the Director.


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2.       In Schedule 1 of the Plan, Section 3.1 is amended to read in its
         entirety as follows:

                  3.1. DEFERRALS AND UNITS CREDITING. Each Director may elect to
         have any portion (or all) of his Fees as a Director deferred by filing
         a written election with the Corporation prior to January 1 of each Year
         for which deferrals are to be made. Any such deferred Fees shall be
         credited to the Director's Stock Account. In addition, in respect of
         services performed by the Director, on each Grant Date commencing in
         2004, each Director shall have his Stock Account credited with a number
         of Units equivalent to the number of whole shares of Stock which could
         have been purchased for the dollar amount of US $75,000, assuming a
         purchase price equal to the average of the high and low trading prices
         of the Stock on the Grant Date as reported in the New York Stock
         Exchange-Composite Transactions.

3.       In Schedule 1 of the Plan, the last paragraph of Section 3.2 is amended
         to read in its entirety as follows:

                  Following a Director's death, retirement from the Board or
         Termination of Service, amounts credited to his Account will be
         distributed in accordance with Section 4.

4.       In Schedule 1 of the Plan, the first paragraph of Section 4.1 is
         deleted in its entirety and the following two paragraphs are inserted
         in its place:

                  4.1. FORM OF DISTRIBUTION. All distributions shall be made
         during the period that commences on the date of the Director's death,
         retirement or Termination of Service and ends no later than the end of
         the first calendar year commencing thereafter.

                  At any time on or before the date which is twelve months prior
         to the first distribution scheduled pursuant to this Section 4.1, a
         Director with an Account under the Plan may establish a distribution
         schedule pursuant to election procedures prescribed by the Committee,
         specifying (a) that the distributions be made to the Director out of
         his Account in a specified number of installments, with the first
         distribution to be made either (i) in the month following retirement or
         Termination of Service or (ii) in January of the first year following
         retirement or Termination of Service, and (b) the proportion that each
         such installment shall bear to the dollar amount or Units credited to
         his Account at the time of distribution of such installment.

5.       In Schedule 1 of the Plan, the last paragraph of Section 4.1 is amended
         to read in its entirety as follows:

                  Subject to the first paragraph of Section 4.1 of this Schedule
         1 and notwithstanding any other provision in this Section 4 or
         elsewhere in this Schedule 1 or the Plan, (a) in the event of a Change
         in Control of the Corporation, there shall promptly be paid to each
         Director with an Account under the Plan who has had a retirement or
         Termination of Service prior to or as a consequence of the Change in
         Control, a lump sum cash amount equal to the fair market value of one
         share of Stock for each Unit credited to his Account, as determined at
         the date of the Change in Control of the Corporation, and (b) the fair
         market value of one share of Stock as of the date of the Change of
         Control of the Corporation shall be the higher of: (i) the average of
         the

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         reported closing prices of the Corporation's Stock, as reported on
         the New York Stock Exchange-Composite Transactions, for the last
         trading day prior to the Change in Control of the Corporation and for
         the last trading day of each of the two preceding thirty-day periods,
         and ii) an amount equal to the highest per share consideration paid for
         the Stock of the Corporation acquired in the transaction constituting
         the Change in Control of the Corporation. For purposes of this
         paragraph, a "Change in Control of the Corporation" shall have the
         meaning set out in Section 4.2 of the Plan to which this Schedule 1 is
         attached.





6.       In Schedule 1 of the Plan, Section 9 is amended to read in its entirety
         as follows:

                  SECTION 9. EFFECTIVE DATE AND TERM. The Plan, as amended,
         shall become effective on April 2, 2003, and shall have a ten-year term
         commencing on such effective date and expiring on April 1, 2013. This
         Schedule 1 will apply to any Units credited before or after such
         effective date to the Account of a Director resident in Canada.

In witness whereof, this Second Amendment is signed on behalf of the
Corporation.

                              DANA CORPORATION

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




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