DANA CORP
EXHIBIT 10-O SEPARATION AGREEMENT, GENERAL RELEASE AND COVENANT
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<DESCRIPTION>EXHIBIT 10-O SEPARATION AGREEMENT, GENERAL RELEASE AND COVENANT
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                                                                    Exhibit 10-O

                      SEPARATION AGREEMENT, GENERAL RELEASE
                             AND COVENANT NOT TO SUE


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").


                                    RECITALS

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.


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                  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
                  above.

         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
                           salary.


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                  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
                           ensure mutual understanding, this Appendix will also
                           explain those benefits and/or options which will
                           cease between November 30, 2004 and Mr. Franklin's
                           retirement.


         5.       Medical Insurance Payment. As described above, Dana will
                  provide medical coverage through the Separation Period at
                  coverage levels that are consistent with Mr. Franklin's
                  current or subsequent benefit elections, and in accordance
                  with the provisions of the plan provided to other active
                  employees. At retirement Mr. Franklin may be eligible for
                  medical coverage as a retiree, in accordance with the terms of
                  the applicable Dana pension plan.

         6.       Equity Compensation. During the Separation Period, all of Mr.
                  Franklin's outstanding equity grants will continue to vest in
                  accordance with the applicable plan documents, grant
                  agreements, and/or award certificates. Upon Mr. Franklin's
                  retirement at the conclusion of the Separation Period, the
                  applicable retirement provisions of all such plans will apply
                  to any grants then outstanding. As described more fully in the
                  attached Appendix, as well as in the plan documents, grant
                  agreements, and/or award certificates outstanding stock
                  options granted under Dana's Amended and Restated Stock
                  Incentive Plan that are not exercised or terminated at the
                  time of retirement will become exercisable in full beginning
                  on the date of retirement and ending on the earlier of the
                  expiration date of the option exercise period or 60 months
                  after the date of retirement. Mr. Franklin may also become
                  eligible to receive any outstanding restricted stock and
                  performance share awards on a pro-rata basis as of the date of
                  retirement. To the extent that any inconsistency exists
                  between this Agreement, statements in the Appendix, or the
                  terms and conditions set forth in the applicable plan
                  documents, grant agreements, and/or award certificates,

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                  the terms and conditions set forth in the plan documents,
                  grant agreements, and award certificates will govern.

         7.       General Release. Mr. Franklin, on behalf of himself and his
                  attorneys, agents, representatives, successors, assigns,
                  heirs, administrators and executors (collectively,
                  "Releasors") hereby forever releases and discharges Dana and
                  any of its affiliates, parent or subsidiary entities, owners,
                  partners, officers, directors, agents, employees,
                  representatives, employee benefit plans, plan administrators
                  or plan sponsors, attorneys and executors (collectively,
                  "Released Parties"), from any and all claims, demands, suits,
                  liabilities, charges or grievances of any nature whatsoever,
                  whether known or unknown, arising prior to the execution of
                  this Agreement by all parties hereto or relating in any way to
                  Mr. Franklin's employment with Dana or the termination of such
                  employment or the negotiation and execution of this Agreement,
                  whether the same be sounding in tort, contract or for the
                  violation of any federal, state or local statute, code, common
                  law or ordinance, including, but not limited to, Title VII of
                  the Civil Rights Act of 1964, as amended, the Age
                  Discrimination in Employment Act, the Americans with
                  Disabilities Act, the Family Medical Leave Act, or any
                  parallel federal or state statute, ordinance or court decision
                  and claims for attorneys fees and costs. It is understood that
                  this Release constitutes a general release. Mr. Franklin also
                  waives any right he may have to damages if any such claims are
                  brought by the Equal Employment Opportunity Commission
                  ("EEOC") or other government agency. Mr. Franklin recognizes
                  that Dana does not have any obligation to reinstate or
                  reemploy him, and he agrees not to reapply for employment at
                  Dana or at any Dana facility. This Release does not prevent
                  Mr. Franklin from suing Dana to enforce Dana's obligations
                  hereunder nor does it preclude Mr. Franklin from filing any
                  claim for workers' compensation.

         8.       Covenant Not to Sue. As specific consideration for the payment
                  described in Paragraph 4 (d) above, Mr. Franklin covenants not
                  to sue any of the Released Parties as a result of any claim,
                  demand, suit, liability, charge, or grievance of any nature
                  whatsoever, whether known or unknown, arising prior to the
                  execution of this Agreement by all parties hereto, or relating
                  in any way to Mr. Franklin's employment with Dana or the
                  termination of such employment or the negotiation and
                  execution of this Agreement, whether the same be sounding in
                  tort, contract, or for the violation of any statute, code or
                  ordinance, including, but not limited to, Title VII of the
                  Civil Rights of 1964, the Age Discrimination in Employment
                  Act, the Americans with Disabilities Act or the Family Medical
                  Leave Act or any parallel state or local statute, ordinance or
                  common law.

         9.       Non-Compete and Non-Solicitation. Mr. Franklin agrees that he
                  will not, at any time prior to November 30, 2005, without the
                  written permission of Dana, directly or indirectly, whether as
                  principal, agent, stockholder, employee, consultant or in any
                  other capacity, engage in or have a financial interest in any
                  of the companies referenced on Attachment A hereto or any
                  business which is


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                  owned by or affiliated with any of them; provided, however,
                  that nothing contained herein shall preclude Mr. Franklin from
                  the purchase or ownership of stock in any such business, if
                  such stock is publicly traded and Mr. Franklin's holdings do
                  not exceed 1% of the amount of such stock at the time issued
                  and outstanding; and provided, further, that it shall not be a
                  violation of this Paragraph (9) should these business entities
                  acquire a company where Mr. Franklin is then serving as a
                  principal, agent, stockholder, employee, consultant or in any
                  other capacity. Both Mr. Franklin and Dana agree that if, in
                  any action before any court or agency legally empowered to
                  enforce such covenants, any term, restriction, covenant or
                  promise is found to be unreasonable and for that reason
                  unenforceable, then such term, restriction, covenant or
                  promise shall be deemed to be modified to the extent necessary
                  to make it enforceable by such court or agency.

         10.      Non-Disclosure. Mr. Franklin agrees at all times to hold all
                  Confidential information that he acquired during his
                  employment with Dana in trust and confidence and not to
                  discuss or reveal such Confidential information to any third
                  party without the prior written consent of Dana. For purposes
                  of this Agreement, Confidential Information shall mean all
                  information with respect to Dana and its affiliates and their
                  businesses (including without limitation their organization,
                  technology, finances, customers, suppliers and business plans)
                  whether or not in written or documented form which is not
                  available in the public domain.

         11.      Non-Disparagement. Mr. Franklin shall not disparage or
                  criticize Dana or any of its businesses or employees to third
                  parties outside of Dana. Further, Dana will not disparage or
                  criticize Mr. Franklin to prospective employers or to third
                  parties outside of Dana. Provided however, that neither Dana
                  nor Mr. Franklin shall be held in violation of this provision
                  for any statements believed to be truthful if such statement
                  is required by law, legal process or made with the consent of
                  the other party.

         12.      Confidentiality. The parties agree that this Agreement, and
                  the terms hereof, and all statements made to Mr. Franklin and
                  his wife, lawyers and tax or financial advisors in connection
                  with the negotiations of this Agreement or the implementation
                  of its terms are confidential and may not be disclosed in any
                  manner to any third party except in a proceeding to enforce
                  the terms hereof or if required by law (and in such event only
                  to the extent such disclosure is required by law) or legal
                  process. Mr. Franklin further agrees that he shall not
                  communicate, either orally or in writing, any negative,
                  adverse or derogatory information, facts, opinions or beliefs
                  concerning any of the Released Parties to any third party
                  provided however that Mr. Franklin shall not be held in
                  violation of this provision for any statement made if required
                  by law, legal process or with the consent of Dana.

         13.      Consideration of Agreement. Mr. Franklin acknowledges that he
                  has twenty-


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                  one (21) days from his receipt of this Agreement to decide if
                  he wishes to agree to its terms, and that he is under no
                  obligation to communicate his decision whether or not to
                  execute this Agreement before the 21-day period has expired.
                  Mr. Franklin further acknowledges that he has seven (7) days
                  after he has signed this Agreement to revoke the Agreement,
                  and the Agreement shall neither be effective nor enforceable
                  until after the seven (7) day period has expired. Any
                  revocation of this Agreement must be in writing and delivered
                  to Dana's Human Resource Manager at the corporate office
                  before the expiration of the seven (7) days.

         14.      Discussion with Counsel. Mr. Franklin acknowledges that he has
                  been given an ample opportunity to fully discuss the terms of
                  this Agreement with counsel of his own choosing and that, in
                  fact, Dana has suggested to him that he take such opportunity.
                  Mr. Franklin understands and voluntarily accepts the terms of
                  this Agreement, and believes it to be a fair and reasonable
                  settlement of any and all outstanding issues between the
                  parties.

         15.      No Admission. It is expressly understood and agreed that, by
                  entering into this Agreement, none of the parties hereto are
                  admitting any wrongdoing or liability, and that all parties
                  expressly deny having engaged in any unlawful conduct of any
                  nature.

         16.      Severability. Except as specifically provided in Paragraph 9,
                  should any provision of this Agreement be held to be illegal
                  or unenforceable by a court of competent jurisdiction, it
                  shall be deemed severed from the Agreement and the remaining
                  provisions shall remain fully enforceable.

         17.      Complete Agreement. This Agreement represents the complete and
                  entire understanding of the parties, and supersedes all prior
                  agreements, representations, and understandings, express or
                  implied, concerning the subject matter hereof. This Agreement
                  may only be amended in writing signed by the parties.

         18.      Assignability. Neither this Agreement nor any rights or
                  obligations hereunder may be assigned by either party without
                  the express written consent of the other party hereto except
                  that in the unfortunate and unlikely event of Mr. Franklin's
                  death before the receipt of all payments under Paragraphs 1,
                  4a, 4d, 4e and 8, and his receipt of all benefits under
                  Paragraph 4b, 4c, 5 and 6, Mr. Franklin's heirs,
                  beneficiaries, and/or representative shall be entitled to all
                  such payments and benefits on the same terms and conditions as
                  Mr. Franklin would receive them under this Agreement were he
                  alive, subject to the terms and conditions of the specific
                  benefit plans referenced in the Appendix hereto.

         19.      Counterparts. This Agreement may be executed in counterparts,
                  each of which shall be deemed an original, but all of which
                  together shall constitute one and the same instrument.


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         20.      Choice of Law. This Agreement shall be deemed to have been
                  made at Toledo, Ohio and shall be interpreted in accordance
                  with Ohio law without regard to choice of law provisions.

         21.      Disputes. The parties agree to utilize arbitration for
                  disputes regarding the interpretation or enforcement of this
                  Agreement prior to resort to a judicial forum except to
                  enforce rights under Paragraphs 10, 11 and 12 above. In the
                  case of such enforcement actions, resort to court for
                  injunctive remedies shall be immediately available.
                  Arbitration hereunder shall take place in Toledo, Ohio using
                  the commercial dispute rules of the American Arbitration
                  Association.

       The parties acknowledge and understand that this Agreement has been
negotiated at arm's length between the parties and that each party has had the
opportunity to fully consult with counsel of their own choosing and is
completely informed with respect to the terms, covenants, conditions, and
obligations contained in this Agreement and the meaning and effect thereof. Each
party has freely and voluntarily entered into this Agreement with the full
knowledge of its impact and effect.

       IN WITNESS WHEREOF, the parties have duly executed this Agreement by
their signatures below.


WITNESS: /s/ Gary M. Golden                      NAME:    /s/ Marvin A. Franklin
         ------------------                               ----------------------
                                                              Marvin A. Franklin




 WITNESS: /s/ Gary M. Golden                     DANA CORPORATION
          ------------------
                                                 /s/ Richard W. Spriggle
                                                 -----------------------
                                                 By:      Richard W. Spriggle
                                                 Title:   V.P. Human Resources




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