DANA Inc — Director's Dealing 2010

Nov 2, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DANA HOLDING CORP (DAN)
CIK: 0000026780
Period of Report: 2010-10-31

Reporting Person: DEVINE JOHN M (Director, Executive Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-10-31	Common Stock, par value $0.01	A	83333.0000	$0.0000	Acquired	198672.0000	Direct
2010-10-31	Common Stock, par value $0.01	M	83333.0000	—	Acquired	282005.0000	Direct
2010-10-31	Common Stock, par value $0.01	F	32396.0000	$14.1700	Disposed	249609.0000	Direct
2010-10-31	Common Stock, par value $0.01	F	32396.0000	$14.1700	Disposed	217213.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-10-31	Restricted Stock Units	$	M	83333.0000	Disposed		Common Stock, par value $0.01 (83333.0000)	Direct

Footnotes

F1: Performance shares previously reported and granted pursuant to the Dana Holding Corporation 2008 Omnibus Incentive Plan.

F2: Represents shares withheld to satisfy tax obligations upon vesting of performance shares.

F3: Represents the total number of shares of common stock withheld for the Reporting Person's tax obligation.

F4: Restricted stock units previously reported and granted pursuant to the Dana Holding Corporation 2008 Omnibus Incentive Plan.

F5: Each restricted stock unit granted represents the right to receive one share of Dana common stock or, at the election of Dana, cash equal to the market value per share. Each restricted stock unit contains dividend equivalent rights.

F6: Vesting of restricted stock units previously reported and granted to the Reporting Person on October 31, 2008.

F7: Restricted stock units vest in three (3) equal annual installments beginning on the first anniversary of the grant.