DANA Inc — Director's Dealing 2008

Sep 3, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DANA HOLDING CORP (DAN)
CIK: 0000026780
Period of Report: 2008-08-28

Reporting Person: Silver Point Capital L.P. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-08-28	Common Stock	J	134004	—	Acquired	8171043	Direct

Footnotes

F1: Silver Point Capital, L.P. ("Silver Point") acquired 134,004 shares (the "Shares") of Common Stock ("Common Stock") of Dana
Holding Corp. (the "Issuer") in good faith in connection with debts of the Issuer previously contracted. Specifically, in
connection with the Issuer's reorganization under Chapter 11 of the United States Bankruptcy Code, Silver Point received the
Shares in satisfaction of certain trade claims which were acquired by Silver Point prior to (a) the acquisition of the
Shares and (b) Silver Point becoming a holder of greater than 10% of the Issuer's issued and outstanding Common Stock.

F2: The 8,171,043 shares of Common Stock reported consists of (a) the Shares, (b) 473,501 shares of Common Stock previously
reported on Form 4, filed by Silver Point on August 28, 2008, and (c) 7,563,538 shares of Common Stock previously reported
on Form 3, filed by Silver Point on June 10, 2008. In addition, Silver Point also holds 774,614 shares of Convertible
Preferred Stock of the Issuer, convertible into 5,872,737 shares of Common Stock, previously reported on Form 3, filed by
Silver Point on June 10, 2008.

F3: Silver Point is the investment manager of Silver Point Capital Fund, L.P. and Silver Point Capital Offshore Fund, Ltd. (the
"Funds") and, by reason of such status, may be deemed to be the beneficial owner of all of the reported securities held by
the Funds. Silver Point Capital Management, LLC ("Management") is the general partner of Silver Point and as a result may
be deemed to be the beneficial owner of all securities held by the Funds. Messrs. Edward A. Mule and Robert J. O'Shea are
each members of Management and as a result may be deemed to be the beneficial owner of all of the securities held by the
Funds. Silver Point, Management and Messrs. Mule and O'Shea disclaim beneficial ownership of the reported securities held
by the Funds except to the extent of their pecuniary interests.