DANA CORP
EX 10(C)2 2ND AM TO EXCESS BENEFITS PLAN
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<DESCRIPTION>EX 10(C)2 2ND AM TO EXCESS BENEFITS PLAN
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                                                                 Exhibit 10-C(2)
                                                                        12/11/01


                                SECOND AMENDMENT
                                       TO
                              THE DANA CORPORATION
                              EXCESS BENEFITS PLAN


         Pursuant to resolutions of the Board of Directors adopted on December
11, 2001, the Dana Corporation Excess Benefits Plan (the "Plan") is hereby
amended, effective as of December 11, 2001, as set forth below.

1. Amend Section 1.3 of the Plan to read in its entirety as follows:

         "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 Corporation (not including in
                  the securities Beneficially Owned by such Person any
                  securities acquired directly from the Corporation or its
                  Affiliates) representing 20% or more of the combined voting
                  power of the Corporation'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 Corporation ("Board") and any new director whose
                  appointment or election by the Board or nomination for
                  election by the Corporation'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, including but not limited to a
                  consent solicitation, relating to the election of directors of
                  the Corporation, shall not be treated as having received the
                  requisite approval or recommendation; or

         (c)      there is consummated a merger, consolidation, share exchange
                  or similar corporate transaction involving the Corporation or
                  any direct or indirect Subsidiary of the Corporation with any
                  other corporation, other than (1) a transaction which would
                  result in the voting securities of the Corporation outstanding
                  immediately prior to such transaction continuing to represent
                  (either by remaining outstanding or by being converted into
                  voting securities of the surviving entity or the ultimate
                  parent thereof) at least 50% of the combined voting power of
                  the securities of the Corporation or such surviving entity or
                  the ultimate parent thereof outstanding immediately after such
                  transaction, or (2) a transaction effected to implement a
                  recapitalization of the Corporation (or similar transaction)
                  in which no Person is or becomes the Beneficial Owner,
                  directly or indirectly, of securities of the Corporation (not
                  including in the securities Beneficially Owned by such Person
                  any securities acquired directly from the Corporation or its
                  Affiliates) representing 20% or more of the combined voting
                  power of the Corporation's then outstanding securities; or


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         (d)      the stockholders of the Corporation approve a plan of complete
                  liquidation or dissolution of the Corporation or there is
                  consummated an agreement for the sale or disposition by the
                  Corporation of all or substantially all of the Corporation's
                  assets, other than a sale or disposition by the Corporation of
                  all or substantially all of the Corporation's assets to an
                  entity, at least 50% of the combined voting power of the
                  voting securities of which are owned by stockholders of the
                  Corporation in substantially the same proportions as their
                  ownership of the Corporation immediately prior to such sale.

         For purposes of this "Change in Control" definition, the following
         terms shall have the following meanings:

         "Affiliate" shall mean a corporation or other entity which is not a
         Subsidiary and which directly, or indirectly, through one or more
         intermediaries, controls, or is controlled by, or is under common
         control with, the Corporation. For the purpose of this definition, the
         terms "control", "controls" and "controlled" mean the possession,
         direct or indirect, of the power to direct or cause the direction of
         the management and policies of a corporation or other entity, whether
         through the ownership of voting securities, by contract, or otherwise.

         "Beneficial Owner" or "Beneficially Owned" shall have the meaning set
         forth in Rule 13d-3 under the Exchange Act.

         "Exchange Act" shall mean the Securities Exchange Act of 1934, as
         amended from time to time.

                  "Person" shall have the meaning given in Section 3(a)(9) of
                  the Exchange Act, as modified and used in Sections 13(d) and
                  14(d) thereof, except that such term shall not include (i) the
                  Corporation or any of its Subsidiaries, (ii) a trustee or
                  other fiduciary holding securities under an employee benefit
                  plan of the Corporation or any of its Affiliates, (iii) an
                  underwriter temporarily holding securities pursuant to an
                  offering of such securities, or (iv) a corporation owned,
                  directly or indirectly, by the stockholders of the Corporation
                  in substantially the same proportions as their ownership of
                  stock of the Corporation.

                  "Subsidiary" shall mean a corporation or other entity, of
                  which 50% or more of the voting securities or other equity
                  interests is owned directly, or indirectly through one or more
                  intermediaries, by the Corporation."

          IN WITNESS WHEREOF, the undersigned has hereby executed this Second
Amendment on behalf of the Corporation on this 25th day of June, 2002.


                                            DANA CORPORATION


                                            /s/ Michael L. DeBacker
                                            -----------------------



ATTEST:
/s/ Mark A. Smith Jr.
---------------------


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