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                                                                 Exhibit 10-E(2)




         The  following  language was added to the end of Section  10(a) of Dana
Corporation 1997 Stock Option Plan ("Plan"), effective September 1, 1997:

                  "For purposes of the Plan, a transfer of an
                  Optionee's employment between the Company (or a
                  Subsidiary) and an affiliate of the Company in which
                  the Company owns between 1% and 50% of the voting
                  interest of the affiliate, or a situation where an
                  Optionee becomes immediately employed by such an
                  affiliate following his termination of employment
                  with the Company (or a Subsidiary), shall not be
                  deemed to be a termination of employment for
                  purposes of this Section 10(a)."