Exhibit 10-C(3)
THIRD AMENDMENT
TO THE DANA CORPORATION
EXCESS BENEFITS PLAN
Pursuant to resolutions of the Board of Directors adopted on
October 21, 2003, the Dana Corporation Excess Benefits Plan (the "Plan") is
hereby amended, effective as of December 8, 2003, as set forth below.
1. Section 1.3 of the Plan is amended by deleting the
definition of "Change in Control" and replacing it in its entirety as follows:
1.3 "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 Company
(not including in the securities Beneficially Owned
by such Person any securities acquired directly from
the Company or its Affiliates) representing 20% or
more of the combined voting power of the Company's
then outstanding securities, excluding any Person who
becomes such a Beneficial Owner in connection with
any acquisition by any corporation pursuant to a
transaction that complies with clauses (1), (2) and
(3) 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, 2003,
constitute the Board (the "Incumbent Board") and any
new director whose appointment or election by the
Board or nomination for election by the Company'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,
2003 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 Company,
shall not be treated as a member of the Incumbent
Board; or
(c) there is consummated a merger, reorganization,
statutory share exchange or consolidation or similar
corporate transaction involving the Company or any
direct or indirect subsidiary of the Company, a sale
or other disposition of all or substantially all of
the assets of the Company, or the acquisition of
assets or stock of another entity by the Company or
any of its subsidiaries (each a "Business
Combination"), in each case unless, immediately
following such Business Combination, (1) the voting
securities of the Company outstanding immediately
prior to such Business Combination (the "Prior Voting
Securities") continue to represent (either by
remaining outstanding or by being converted into
voting securities of the surviving entity of the
Business Combination or any parent thereof) at least
50% of the combined voting power of the
securities of the Company or such surviving entity or
parent thereof outstanding immediately after such
Business Combination, (2) no Person is or becomes the
Beneficial Owner, directly or indirectly, of
securities of the Corporation or the surviving entity
of the Business Combination or any parent thereof
(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
securities of the Corporation or surviving entity of
the Business Combination or the parent thereof,
except to the extent that such ownership existed
immediately prior to the Business Combination and (3)
at least a majority of the members of the board of
directors of the Corporation or the surviving entity
of the Business Combination or any parent thereof
were members of the Incumbent Board at the time of
the execution of the initial agreement or of the
action of the Board providing for such Business
Combination; or
(d) the stockholders of the Company approve a plan of
complete liquidation or dissolution of the Company.
Notwithstanding the foregoing, any disposition of all or
substantially all of the assets of the Company pursuant to a spinoff,
splitup or similar transaction (a "Spinoff") shall not be treated as a
Change in Control if, immediately following the Spinoff, holders of the
Prior Voting Securities immediately prior to the Spinoff continue to
beneficially own, directly or indirectly, more than 50% of the combined
voting power of the then outstanding securities of both entities
resulting from such transaction, in substantially the same proportions
as their ownership, immediately prior to such transaction, of the Prior
Voting Securities; provided, that if another Business Combination
involving the Corporation occurs in connection with or following a
Spinoff, such Business Combination shall be analyzed separately for
purposes of determining whether a Change in Control has occurred.
2. Section 4.7(a) of the Plan is deleted in its entirety
and replaced by the following:
(a) Lump sum payment. Upon the occurrence of a Change in
Control, (i) each Employee, (ii) each former Employee and (iii) each
Employee's spouse or beneficiary following his death who is receiving
benefits under the Plan (each, a "Recipient") shall receive, on account
of future payments of any and all benefits due under the Plan, a Lump
Sum Payment, so that each such Employee, former Employee or Recipient
will receive substantially the same amount of after-tax income as
before the Change of Control, determined as set forth in paragraph (c)
of this Section 4.7.
3. The following sentence is inserted at the end of
Section 4.7(c) of the Plan:
The date of the Change in Control shall be treated as the date
of retirement for each Employee who would otherwise be eligible for
retirement as of such date for purposes of calculating the Lump Sum
Payment.
4. A new sentence shall be added at the end of the Plan:
The Third Amendment to the Plan is effective as of December 8,
2003.
In Witness Whereof, Dana Corporation has adopted this amendment.
DANA CORPORATION
By: R. B. Priory
------------
Chairman of the Compensation
Committee of the Board of Directors
ATTEST
/s/ R. W. Spriggle
- ------------------