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


                                SECOND AMENDMENT
                                       TO
                              THE DANA CORPORATION
                           SUPPLEMENTAL BENEFITS PLAN


      Pursuant to resolutions of the Board of Directors adopted on December 11,
2001, the Dana Corporation Supplemental 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 First
 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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