The following are portions of the transcript of ArvinMeritor's fiscal year 2003
third-quarter earnings call, held on July 21, 2003, relating to ArvinMeritor's
offer to purchase all outstanding shares of the common stock of Dana
Corporation.


                  JULY 21, 2003, 11:00 A.M.  CONFERENCE CALL

             FY2003 - THIRD-QUARTER RESULTS - ENDED JUNE 30, 2003

LIN CUMMINS:

Now I need to quickly read through some required language. Because we will take
a few moments to update you on the status of our $15 per share cash offer for
Dana, I need to remind you that the solicitation and offer to purchase is made
only pursuant to the Offer to Purchase and related materials that ArvinMeritor
and Delta Acquisition Corp. filed with the Securities and Exchange Commission
on July 9, 2003. Investors and security holders are advised to read such
documents because they include important information. Investors and security
holders may obtain a free copy of such documents at the SEC's website at
www.sec.gov, from ArvinMeritor at 2135 W. Maple Road, Troy, MI 48084, Attn:
Investor Relations, or by contacting Mackenzie Partners, Inc. at (212) 929-5500
collect or at (800) 322-2885 toll-free or by email at
proxy@mackenziepartners.com.

Our discussion may contain forward-looking statements. These forward-looking
statements are based on currently available competitive financial and economic
data and management views and assumptions regarding future events. However,
forward-looking statements are inherently uncertain and actual results may
differ materially from those projected as a result of certain risks and
uncertainties. Throughout today's discussion we may present important factors
that could affect our results. You should also review our Securities and
Exchange Commission filings for a more complete disclosure of risks that affect
our results.

LARRY YOST:

Before we turn to the question and answer section, I'd like to take a
few minutes to update you on the status of our $15 per share offer for Dana.






We are awaiting the recommendation of the Dana Board with respect to our $15
per share cash tender offer.  We are hopeful that Dana's Board recognizes the
substantial value that our offer provides Dana's shareowners and the compelling
strategic logic inherent in the combination.  We continue to believe that our
$15 per share offer is a fair price for Dana's shareowners, offering certainty
of cash today without assuming the risks inherent in their restructuring
efforts.

We are committed to this transaction and to making the combination a reality. I
am confidant that working cooperatively, we can negotiate a combination that is
in the best interests of both companies' shareowners, customers and employees.

We see this as a very compelling combination.  A combined ArvinMeritor-Dana
will have a more diversified product mix and a balanced customer base.
Importantly, the combined company will have the increased capability to
accelerate growth; to pursue strategic initiatives; and to enlarge our
diversified portfolio of products and services.  It will also enable us to
expand our content per vehicle by developing a complete undercarriage and
drivetrain systems technology capability to serve both the light and commercial
vehicle industries, as we strengthen the powertrain product portfolio.  The
transaction is also expected to create significant financial benefits,
including considerable sales, operating and cost synergies beyond what either
company could achieve on its own.

During the past couple of weeks, we have spoken with many of our shareowners,
as well as many of Dana's shareowners, and we very much appreciate the support
that we've received for our offer.

We have initiated a dialogue with the antitrust agencies and we are confident
that working with the authorities, we can satisfactorily address any issues. At
the end of the day, we feel very good that the antitrust issues will not impair
the value of this transaction. We are ready to roll up our sleeves and get down
to business right away.