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## Item 10. Directors, Executive Officers and Corporate Governance 

## PART III 

Dana has adopted Standards of Business Conduct that apply to all of its of ficers and employees worldwide. Dana also has adopted Standards of Business Conduct for the Board of Directors. Both documents are available on Dana’ s Internet website at http://www.dana.com/investors. 

The remainder of the response to this item will be included under the sections captioned “Corporate Governance,” “Selection of Chairman and Chief Executive Of ficer; Succession Planning,” “Information About the Nominees,” “Risk Oversight,” “Committees and Meetings of Directors,” “Executive Of ficers” and “Section 16(a) Beneficial Ownership Reporting Compliance” of Dana’s definitive Proxy Statement relating to the Annual Meeting of Shareholders to be held on April 30, 2015, which sections are hereby incorporated herein by reference. 

## Item 11. Executive Compensation 

The response to this item will be included under the sections captioned “Compensation Committee Interlocks and Insider Participation,” “Compensation of Executive Of ficers,” “Compensation Discussion and Analysis,” “Compensation of Directors,” “Officer Stock Ownership Guidelines,” “Compensation Committee Report,” “Summary Compensation Table,” “Grants of Plan-Based Awards at Fiscal Year-End,” “Outstanding Equity Awards at Fiscal Year-End,” “Option Exercises and Stock Vested During Fiscal Year,” “Pension Benefits,” “Nonqualified Deferred Compensation at Fiscal Year-End,” “Executive Agreements” and “Potential Payments and Benefits Upon Termination or Change in Control” of Dana’ s definitive Proxy Statement relating to the Annual Meeting of Shareholders to be held on April 30, 2015, which sections are hereby incorporated herein by reference. 

## Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 

The response to this item will be included under the section captioned “Security Ownership of Certain Beneficial Owners and Management” of Dana’ s definitive Proxy Statement relating to the Annual Meeting of Shareholders to be held on April 30, 2015, which section is hereby incorporated herein by reference. 

## Equity Compensation Plan Information 

The following table contains information as of December 31, 2014 about shares of stock which may be issued under our equity compensation plans, all of which have been approved by our shareholders. 

<img src='content_image/197471.jpg'>

## Notes: 

(1) In addition to stock options, restricted stock units and performance shares have been awarded under Dana's equity compensation plans and were outstanding at December 31, 2014. 

(2) Calculated without taking into account the 1.6 shares of common stock subject to outstanding restricted stock and performance share units that become issuable as those units vest since they have no exercise price and no cash consideration or other payment is required for such shares. 

