2003 Committee Charter : DCN

Purpose. The Committee of Independent Directors shall (a) consider, study, analyze and evaluate the tender offer commenced on July 9, 2003, by ArvinMeritor, Inc. and its wholly owned subsidiary for all outstanding shares of common stock of Dana Corporation (the "Company"), together with the associated preferred stock purchase rights, including, without limitation, as such tender offer may be amended or modified from time to time and all related transactions and matters, (b) consider, study, analyze and evaluate possible strategic alternatives or other transactions that may be available to the Company as the Committee deems appropriate, (c) consider, study, analyze and evaluate such other related matters or issues as the Committee may, from time to time, decide to consider, study, analyze and evaluate and (d) provide reports, studies, advice and recommendations to the Board of Directors in connection with the foregoing matters.
Organization; Meetings. The Committee shall be composed of the following members: Benjamin F. Bailar, A. Charles Baillie, Edmund M. Carpenter, Eric Clark, Cheryl W. Grisť, Glen H. Hiner, James P. Kelly, Marilyn R. Marks, and Richard B. Priory, each of whom shall serve in such capacity in accordance with Section 5.1 of the By-Laws of the Company, and Glen H. Hiner shall serve as the Chairman of the Committee. The Committee shall meet at such time and from time to time as the Committee, any two members of the Committee or the Committee Chairman shall determine. The Committee shall determine who, in addition to its members, may participate or be present during any meeting or any portion of any meeting of the Committee.
Outside Advisors. The Committee may select and retain and, if necessary, terminate, on such terms and conditions as the Committee shall determine in its sole discretion, legal counsel and financial and such other advisors to assist the Committee in carrying out its responsibilities as the Committee shall determine in its sole discretion to be advisable from time to time.
Adopted July 22, 2003