NON-COMPETITION AND SEVERANCE AGREEMENT

Exhibit 10-J

NON-COMPETITION AND SEVERANCE AGREEMENT

between

DANA CORPORATION

and

PAUL MILLER

dated May 3, 2004

          THIS NON-COMPETITION AND SEVERANCE AGREEMENT (the “Agreement”), dated as of May 3, 2004, by and between, Dana Corporation, a Virginia corporation, whose principal place of business is located at 4500 Dorr Street, Toledo, Ohio (the “Corporation”), and Paul E. Miller (the “Executive”);

          WHEREAS, the Corporation has offered to employ the Executive as its Vice President of Purchasing and the Executive has accepted such offer of employment;

          WHEREAS, the Executive desires to be employed by the Corporation, and to forego opportunities elsewhere during his period of employment;

          WHEREAS, the Corporation’s offer of employment requires the Executive to be subject to its customary non-competition, non-disparagement and confidentiality covenants and also provides for certain severance benefits to be payable under certain circumstances, as more fully set forth herein; and

          WHEREAS, the parties intend for this Agreement to operate until terminated in accordance with the terms hereof as more fully set forth herein.

          NOW, THEREFORE, IN CONSIDERATION of the mutual promises, covenants and agreements set forth below, it is hereby agreed as follows:

1. Definitions . All defined terms in this Agreement shall have the meanings set forth below:

	(a)		“Agreement” shall mean this Non-Competition and Severance Agreement.
	(b)		“Board” shall mean the Board of Directors of the Corporation.
	(c)		“Cause” shall mean (i) termination of employment as the result of the Executive’s conviction of, or plea of guilty or nolo contendere to, the charge of having committed a felony (whether or not such conviction is later reversed for any reason); or (ii) failure by the Executive to devote his full time and undivided attention during normal business hours to the business and affairs of the Corporation or one of its subsidiaries except for reasonable vacations and except for illness or incapacity; but nothing herein shall preclude the Executive from devoting reasonable periods required for (A) serving as director or member of a committee of any organization involving no conflict of interest with the interests of the Corporation or its subsidiaries; (B) delivering lectures, fulfilling speaking engagements, teaching at educational institutions; (C) engaging in charitable and community activities and (D) managing his personal investments, so long as such activities do not materially interfere with the regular performance of his duties and responsibilities to the Corporation or its subsidiaries; or (iii) disclosure by the Executive at any time, to any person not employed by the Corporation or one of its subsidiaries, or not engaged to render services to the Corporation or one of its subsidiaries, except with the prior written

			consent of an officer authorized to act in the matter by the Board, of any confidential information of the Corporation, its subsidiaries and affiliates obtained by him while in the employ of the Corporation, including, without limitation, information related to any of the Corporation’s inventions, processes, formulae, plans, devices, compilations of information, methods of distribution, customers, suppliers, client relationships, marketing strategies or trade secrets; provided, however, that this provision shall not preclude the Executive from use or disclosure of information known generally to the public or of information not considered confidential by persons engaged in the business conducted by the Corporation or from disclosure required by law, regulation or court order; (iv) the willful engaging by the Executive in misconduct that is injurious to the Corporation or its subsidiaries, monetarily or otherwise; or (v) negligence or incompetence on the part of the Executive in the performance of his assigned duties.
	(d)		“Competition” shall have the meaning set forth in Section 2(b).
	(e)		“Corporation” mean Dana Corporation.
	(f)		“Date of Termination” shall mean the date on which the Executive elects to retire, voluntarily resigns, dies or is released from employment by the Corporation.
	(g)		“Employment Period” shall have the meaning set forth in Section 2(a).
	(h)		“Executive” shall mean Paul E. Miller.
	(i)		“Non-competition Period” shall mean (i) upon the Executive’s termination of employment with the Corporation or any of its subsidiaries or affiliates for any reason on or before May 3, 2006, the twenty four (24) month period following such termination of employment, or (ii) upon the Executive’s termination of employment with the Corporation or any of its subsidiaries or affiliates for any reason after May 3, 2006, the twelve (12) month period following such termination of employment.

2. Non-Competition .

     (a) The Executive agrees that he will not engage in Competition at any time (i) during his employment by the Corporation or any of its subsidiaries or affiliates (the “Employment Period”) or (ii) during the Non-competition Period. In addition, during the Non-competition Period, the Executive agrees that he will not make or publish any statement which is, or may reasonably be considered to be, disparaging of the Corporation or any of its subsidiaries or affiliates, or directors, officers, employees or the operations or products of the Corporation or any of its subsidiaries or affiliates.

     (b) The word “Competition” for the purposes of this Agreement shall mean:

	(i)		taking a management position with or control of a business engaged in the design, development, manufacture, marketing or distribution of products, which constituted 15% or more of the sales of the Corporation and its subsidiaries and affiliates during the last fiscal year of the Corporation preceding the termination of the Executive’s employment, in any geographical area in which the Corporation, its subsidiaries or affiliates is at the time engaging in the design, development, manufacture, marketing or distribution of such products; provided , however , that in no event shall ownership of less than 5% of the outstanding capital stock entitled to vote for the election of directors of a corporation with a class of equity securities held of record by more than 500 persons, standing alone, be deemed Competition with the Corporation within the meaning of this Section 2;
	(ii)		soliciting any person who is a customer of the businesses conducted by the Corporation and its subsidiaries and affiliates, or any business in which the Executive has been engaged on behalf of the Corporation and its subsidiaries or affiliates at any time during the Employment Period on behalf of a business described in clause (i) of this Section 2(b); or
	(iii)		inducing or attempting to persuade any employee of the Corporation or any of its subsidiaries or affiliates to terminate his employment relationship in order to enter into employment with a business described in clause (i) of this Section 2(b).

     (c) If, at any time, the provisions of this Section 2 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope, the provisions of this Section 2 shall be divisible and shall become immediately amended to cover only such area, duration or scope as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Executive agrees that Section 2 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.

3. Confidential Information .

     (a) The Executive agrees not to disclose, either while in the Corporation’s employ or at any time thereafter, to any person not employed by the Corporation or one of its subsidiaries, or not engaged to render services to the Corporation or one of its subsidiaries, except with the prior written consent of an officer authorized to act in the matter by the Board, any confidential information of the Corporation, its subsidiaries and affiliates obtained by him while in the employ of the Corporation, including, without limitation, information relating to any of the Corporation’s inventions, processes, formulae, plans, devices, compilations of information, methods of distribution, customers, suppliers, client relationships, marketing strategies or trade secrets; provided , however , that this provision shall not preclude the Executive from use or disclosure of information

known generally to the public or of information not considered confidential by persons engaged in the business conducted by the Corporation or from disclosure required by law or court order. The agreement herein made in this Section 3(a) shall be in addition to, and not in limitation or derogation of, any obligations otherwise imposed by law upon the Executive in respect of confidential information and trade secrets of the Corporation, its subsidiaries and affiliates.

     (b) The Executive also agrees that upon leaving the Corporation’s employ he will not take with him, without the prior written consent of an officer authorized to act in the matter by the Board, and he will surrender to the Corporation any record, list, drawing, blueprint, specification or other document or property of the Corporation, its subsidiaries and affiliates, together with any copy and reproduction thereof, mechanical or otherwise, which is of a confidential nature relating to the Corporation, its subsidiaries and affiliates, or, without limitation, relating to its or their methods of distribution, client relationships, marketing strategies or any description of any formulae or secret processes, or which was obtained by him or entrusted to him during the course of his employment with the Corporation.

4. Covenants Reasonable . The Executive hereby acknowledges that the business of the Corporation is highly competitive. The Executive further acknowledges that his service to the Corporation will be of a special and unique character, and that he will be identified personally with the Corporation. The Executive also acknowledges that his employment with the Corporation will require that he have access to some of the Corporation’s most highly confidential business information, trade secrets and proprietary information. The parties therefore acknowledge that the restrictions contained in Sections 2 and 3 hereof are a reasonable and necessary protection of the immediate interests of the Corporation, and any violation of these restrictions would cause substantial injury to the Corporation and that the Corporation would not have entered into this Agreement and the employment relationship with the Executive without receiving the additional consideration offered by the Executive in binding himself to any of these restrictions.

5. Severance .

     (a) If at any time on or b