Dana Corporation's board of directors rejects unsolicited offer from ArvinMeritor

Toledo, Ohio, July 22 -- Dana Corporation today announced that its Board of Directors has rejected an unsolicited tender offer from ArvinMeritor, Inc. after a thorough review and consultation with its legal and financial advisors. On July 9, 2003, ArvinMeritor launched a tender offer for all outstanding shares of Dana common stock at a price of US$15.00 per share.

Dana today filed a Schedule 14D-9 with the Securities and Exchange Commission recommending that its shareholders not tender their stock in response to this offer.

The Board stated as reasons for its recommendation that ArvinMeritor's offer is a financially inadequate, high-risk proposal that is not in the best interests of Dana or its shareholders. In addition, the Board cited the significant financing risks and serious antitrust concerns raised by the offer that could prevent its completion.

The Board said in its response that:

     - ArvinMeritor's offer was inadequate, from a financial point of view, to  
       holders of Dana common stock, as indicated in the opinions, dated  
       July 21, 2003, that the Board of Directors received from its financial  
       advisors, Credit Suisse First Boston LLC and Deutsche Bank Securities  
       Inc. 

     - Dana's restructuring and transformation efforts are producing results.   
       Management has reported these results to the Board, and both have  
       reaffirmed their belief that the Company's ongoing strategy is a better  
       way to enhance value for shareholders.  Management and the Board also  
       believe that Dana's strategy is meeting its targets to deliver improved  
       financial performance for the remainder of 2003, 2004 and beyond -  
       performance that they believe is not yet reflected in the current stock  
       price.  

     - Dana has already achieved success in executing its restructuring plan  
       as evidenced by improved earnings, the generation of US$540 million in  
       proceeds from asset sales, and the reduction of net debt by  
       approximately US$590 million over the past 18 months (excluding  
       approximately US$710 million in asset sales and US$580 million in debt  
       reduction attributable to Dana Credit Corporation's disposition  
       activities over the same period of time). 

     - ArvinMeritor's proposed transaction raises serious antitrust issues and  
       is very likely to attract intensive scrutiny from government antitrust  
       authorities, which may result in litigation to block the offer.  For  
       example, Dana and ArvinMeritor are the only substantial North American  
       producers of axles, driveshafts, and foundation brakes for medium- and  
       heavy-duty trucks, with combined market shares ranging from 80 percent  
       to 100 percent.  ArvinMeritor has not yet even begun the process of  
       seeking antitrust clearance by making the required filing under the  
       Hart-Scott-Rodino Act.   

     - Although ArvinMeritor would need to arrange substantial borrowings to  
       consummate its offer, when confronted by securities regulators from the  
       State of Ohio, ArvinMeritor stated that it has not entered into any  
       commitments or agreements to obtain any such financing.  Based on  
       ArvinMeritor's public disclosures, the size of the required financing  
       would result in ArvinMeritor having an approximately 88% pro forma  
       debt-to-capital ratio, which would be among the highest in the  
       automotive supply industry. 

     - ArvinMeritor's offer is highly conditional, which creates significant  
       uncertainty that the offer could ever be completed.

Dana Corporation Chairman and CEO Joe Magliochetti said, "There is virtually no rationale for accepting this offer, which represents inadequate value and a high level of risk for shareholders.

"We are confident that with the substantial completion of our restructuring, the critical momentum we are beginning to achieve in our transformation process, our market leadership and the expected cyclical upward turn in our heavy-duty markets, we are positioned to outperform our peers as the industry recovers. We are confident that as we go forward, the benefits of our restructuring will enhance shareholder value."

Dana Corporation also announced today that it has retained Goldman, Sachs & Co. as a financial adviser in connection with this matter.

Dana is a global leader in the design, engineering, and manufacture of value-added products and systems for automotive, commercial, and off-highway vehicle manufacturers and their related aftermarkets. The company employs approximately 60,000 people worldwide. Founded in 1904 and based in Toledo, Ohio, Dana operates hundreds of technology, manufacturing, and customer service facilities in 30 countries. The company reported 2002 sales of US$9.5 billion.

Dana's shareholders are strongly advised to carefully read Dana's solicitation/recommendation statement regarding the tender offer referred to herein because it contains important information. Free copies of the solicitation/recommendation statement (including any amendments) filed by Dana with the Securities and Exchange Commission are available at the SEC's web site at http://www.sec.gov/, or at the Dana web site at http://www.dana.com/, and are also available, without charge, by directing requests to Dana's Investor Relations Department.

Michelle Hards of Dana Corporation, +1-419-535-4636, or michelle.hards@dana.com

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