Dana (DAN) 10-K 2012 FY Annual report

Exhibit 24

POWER OF ATTORNEY

Each of the undersigned directors and/or officers of Dana Holding Corporation, a corporation organized under the laws of the State of Delaware (the “Corporation”), hereby constitutes and appoints Marc S. Levin, Robert W. Spencer, Jr. and Linda Grant, his or her true and lawful attorney-in-fact and agent with full power for and on their behalf to do any and all acts and things and execute any and all instruments which the attorney-in-fact and agent may deem necessary or advisable in order to enable Dana Holding Corporation to comply with the Securities Exchange Act of 1934, as amended, and any requirements of the Securities and Exchange Commission, in connection with the Annual Report of Dana Holding Corporation on Form 10-K for the year ended December 31, 2012 and any and all amendments thereto, and to file the same with the Securities and Exchange Commission on behalf of Dana Holding Corporation under the Securities Exchange Act of 1934, as amended. Each of the undersigned ratifies and confirms all that any of the attorneys-in-fact and agents shall do or cause to be done by virtue hereof. Any one of the attorneys-in-fact and agents shall have, and may exercise, all the powers conferred by this instrument.

This Power of Attorney shall be effective as of February 20, 2013, and shall end automatically as to each undersigned upon the termination of his service as a director and/or officer of Dana Holding Corporation.

/s/ Mark T. Gallogly	/s/ Steven B. Schwarzwaelder
Mark T. Gallogly	Steven B. Schwarzwaelder
/s/ Virginia A. Kamsky	/s/ Richard F. Wallman
Virginia A. Kamsky	Richard F. Wallman
/s/ Terrence J. Keating	/s/ Keith E. Wandell
Terrence J. Keating	Keith E. Wandell
/s/ Brandt F. McKee	/s/ Roger J. Wood
Brandt F. McKee	Roger J. Wood
/s/ Joseph C. Muscari	/s/ William G. Quigley, III
Joseph C. Muscari	William G. Quigley, III
/s/ Mark A. Schulz	/s/ Rodney R. Filcek
Mark A. Schulz	Rodney R. Filcek