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Dana Corporation Page 4 of 176 TABLE OF CONTENTS TABLE OF CONTENTS DANA CORPORATION - FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31. 2003 PARTI Item 1 -- Business Item 2 -- Properties Item 3 -- Legal Proceedings Item 4 -- Submission of Matters to a Vote of Security Holders PART II Item 5 -- Market for Registrant's Common Equity. Related Stockholder Matters and Issuer Purchases of Equity Securities Item 6 -- Selected Financial Data Item 7 -- Management's Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources Item 7A -- Quantitative and Qualitative Disclosures About Market Risk Item 8 - Financial Statements and Supplementary Data Item 9 -- Changes in and Disagreements With Accountants on Accounting and Financial Disclosure Item 9A -- Controls and Procedures PART III Item 10 -- Directors and Executive Officers of the Registrant Item 11 -- Executive Compensation Item 12 -- Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Item 13 -- Certain Relationships and Related Transactions Item 14 -- Principal Accountant Fees and Services PART IV Item 15 -- Exhibits. Financial Statement Schedules, and Reports on Form 8-K SIGNATURES EXHIBIT INDEX Exhibit 3(B1 By-Laws Exhibit 10(A!3 Second Amendment to Comp Plan Exhibit 1 OfB) 1 First Amd to Stock Incentive Plan Exhibit 10-CI31 Third Amd to Excess Benefits Plans Exhibit 10-Q41 Fourth Amd to Excess Benefits Plan Exhibit 10-E1U Employment Agmt w/ W.J. Carroll Exhibit 10-EI21 Employment Agmt w/ M.J. Bums Exhibit 10-F(1) Change of Control Agmt M.J. Bums Exhibit lO-FLU Change of Control Agmt (T 2/08/031 Exhibit 10-HIP 1st Amd to Supp Benefits Plan Exhibit 10-1111 1st Amd to 1999 Stock Plan Exhibit 10-L Change of Control Severence Plan Exhibit 21 Consolidated Subsidiaries Exhibit 23 Consent of Auditors Exhibit 24 Power of Attorney Exhibit 31-A CEO Certification Exhibit 31-B CFO Certification Exhibit 32 Section 1350 Certifications http://www.sec.gov/Archives/edgar/data/26780/000095015204001384/105571ael0vk.htm 8/1/2004