[White & Case Draft of 9/21/07]
                                                                       EXHIBIT A

                             [NEW DANA CORPORATION]

                        ARTICLES OF SERIAL DESIGNATION OF
                  4.0% SERIES A CONVERTIBLE PREFERRED STOCK AND
                  4.0% SERIES B CONVERTIBLE PREFERRED STOCK(1)

     The terms of the authorized 4.0% Series A Convertible Preferred Stock, par
value $0.01 per share (the "Series A Preferred"), and 4.0% Series B Convertible
Preferred Stock, par value $0.01 per share (the "Series B Preferred"), of [New
Dana Corporation], a corporation organized and existing under the State of
[_________] (the "Corporation"), are as set forth below:

     1. Designation. There is hereby created out of the authorized and unissued
shares of Preferred Stock of the Corporation two new series of Preferred Stock
designated as the Series A Preferred and the Series B Preferred. The number of
shares constituting the Series A Preferred will be 2,500,000, and the number of
shares constituting the Series B Preferred will be 5,000,000.

     2. Ranking. The Series A Preferred and Series B Preferred will, with
respect to payment of dividends and to distributions in the event of the
Corporation's voluntary or involuntary liquidation, winding up or dissolution (a
"Liquidation"), rank (i) senior to the Corporation's Series A Junior
Participating Preferred Stock and all classes of Common Stock and to each other
class of Capital Stock of the Corporation or series of Preferred Stock of the
Corporation established hereafter by the Board, the terms of which do not
expressly provide that such class or series ranks senior to, or on a parity
with, the Series A Preferred and Series B Preferred as to dividend rights and
rights on a Liquidation (collectively referred to as "Junior Stock"), (ii) on a
parity with each class of Capital Stock of the Corporation or series of
Preferred Stock of the Corporation established hereafter by the Board, the terms
of which expressly provide that such class or series will rank on a parity with
the Series A Preferred and Series B Preferred as to dividend rights and rights
on a Liquidation (collectively referred to as "Parity Stock"), and (iii) junior
to each class of Capital Stock of the Corporation or series of Preferred Stock
of the Corporation established hereafter by the Board, the terms of which
expressly provide that such class or series will rank senior to the Series A
Preferred or Series B Preferred as to dividend rights and rights on a
Liquidation. For the avoidance of doubt, the Series A Preferred and Series B
Preferred will rank on a parity with each other as to dividend rights and rights
on a Liquidation.

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(1)  To be conformed, as necessary, to reflect the name and jurisdiction of the
     reorganized company. The Charter and By-Laws will also be amended to
     reflect changes in par value, to authorize additional preferred stock to
     permit the issuance of the Series A Preferred and Series B Preferred, to
     permit preemptive rights, to increase the number of directors and to allow
     a special meeting of shareholders to be held at the request of shareholders
     owning not less than 20% of the issued and outstanding voting shares,
     including taking into account the preferred shares on an as converted
     basis.

     3. Dividends. (a) So long as any shares of Series A Preferred or Series B
Preferred are outstanding, the holders of such shares will be entitled to
receive out of the Corporation's assets legally available therefor, when, as and
if declared by the Board, preferential dividends at a rate per annum equal to
4.0% (the "Dividend Rate") on the then-effective Liquidation Preference per
share for such share hereunder, payable in cash. Subject to Section 5(f), such
dividends with respect to each share of Series A Preferred and Series B
Preferred, as applicable, will be fully cumulative and will begin to accrue from
the Issue Date of such share, whether or not such dividends are authorized or
declared by the Board and whether or not in any Dividend Period or Dividend
Periods there are assets of the Corporation legally available for the payment of
such dividends.

     (b) Dividends on the shares of Series A Preferred and Series B Preferred
will be payable quarterly in equal amounts (subject to Section 3(d) hereunder
with respect to shorter periods, including the first such period with respect to
newly issued shares of Series A Preferred or Series B Preferred) in arrears on
each Dividend Payment Date, in preference to and in priority over dividends on
any Junior Stock, commencing on the first Dividend Payment Date after the Issue
Date of such share of Series A Preferred or Series B Preferred, as applicable.
Subject to Section 3(f), such dividends will be paid to the holders of record of
the shares of Series A Preferred and Series B Preferred, as applicable, as they
appear at the close of business on the applicable Dividend Record Date. The
amount payable as dividends on such Dividend Payment Date will be payable in
cash, unless such payment is prohibited under statutory law.

     (c) All dividends paid with respect to shares of Series A Preferred and
Series B Preferred pursuant to Section 3(a) will be paid pro rata to the holders
thereof and will first be credited against the dividends accrued with respect to
the earliest Dividend Period for which dividends have not been paid. Dividend
payments will be aggregated per holder and will be made to the nearest cent
(with $0.005 being rounded upward).

     (d) The amount of dividends payable per share of Series A Preferred and
Series B Preferred for each full Dividend Period will be computed by dividing
the annual dividend amount for such share by four. The amount of dividends
payable for the initial Dividend Period, or any other period shorter or longer
than a full Dividend Period, on a share of Series A Preferred or Series B
Preferred, as applicable, will be computed on the basis of twelve 30-day months
and a 360-day year. No interest will accrue or be payable in respect of unpaid
dividends.

     (e) Any reference to "distribution" in this Section 3 will not be deemed to
include any distribution made in connection with any Liquidation.

     (f) Notwithstanding any other provision hereof, in no event will a dividend
payable under Section 3(a) be paid in respect of any share of Series A Preferred
or Series B Preferred that has been converted prior to the applicable Dividend
Payment Date pursuant to Section 5(b) or (c) if such dividend was included in
the calculation of clause (i) of Section 5(b) or 5(c), as applicable.

                                        2

     4. Liquidation Rights. (a) In the event of any Liquidation, the holders of
shares of Series A Preferred and Series B Preferred then outstanding will be
entitled to be paid out of the assets of the Corporation available for
distribution to its shareholders, whether such assets are capital, surplus,
earnings or otherwise, before any payment or declaration and setting apart for
payment of any amount will be made in respect of any shares of Junior Stock, an
amount with respect to each share of Series A Preferred and Series B Preferred
outstanding equal to the then-effective Liquidation Preference per share for
such shares, plus all declared or accrued and unpaid dividends in respect
thereof to the date of final distribution. If upon any Liquidation, the assets
to be distributed among the holders of Series A Preferred and Series B Preferred
are insufficient to permit the payment to such shareholders of the full
preferential amounts thereof, then the entire assets of the Corporation to be
distributed will be distributed ratably among the holders of Series A Preferred,
Series B Preferred and Parity Stock, based on the full preferential amounts for
the number of shares of Series A Preferred, Series B Preferred and Parity Stock
held by each holder.

     (b) After payment to the holders of Series A Preferred and Series B
Preferred of the amounts set forth in Section 4(a) hereof, such holders will not
be entitled to any further participation in any distribution of the
Corporation's assets and the entire remaining assets and funds of the
Corporation legally available for distribution, if any, will be distributed
among the holders of any Capital Stock entitled to a preference over the Common
Stock in accordance with the terms thereof and, thereafter, to the holders of
Common Stock.

     (c) No funds are required to be set aside to protect the Liquidation
Preference of the shares of Series A Preferred and Series B Preferred, although
the applicable Liquidation Preference will be substantially in excess of the par
value of the shares of Series A Preferred and Series B Preferred.

     (d) For purposes of this Section 4, neither a merger, consolidation,
business combination, reorganization or recapitalization of the Corporation with
or into any corporation, nor a sale, lease or other disposition of all or
substantially all of the assets of the Corporation and its subsidiaries (on a
consolidated basis) will be deemed a Liquidation.

     5. Conversion. The Series A Preferred and Series B Preferred are
convertible into shares of Common Stock as follows:

     (a) Conversion Price. The initial Conversion Price of each share of Series
A Preferred and Series B Preferred will be determined as set forth in the
definition of "Conversion Price" in Section 13 and the defined terms used
therein. In addition to Common Stock, holders will receive, upon conversion,
rights under the Corporation's Rights Agreement, dated as of April 25, 1996,
unless, prior to conversion, the rights have expired, terminated or been
redeemed or unless the rights have separated from the Common Stock. The
Conversion Price will be subject to adjustment as provided in Section 5(h).

                                        3

     (b) Optional Conversion Right. At any time after the six-month anniversary
of the Original Issue Date, but subject to Section 8, at the option of the
holder thereof, any share of Series A Preferred or Series B Preferred may be
converted into such number of fully paid and non-assessable shares of Common
Stock that is obtained by dividing (i) the then-effective Liquidation Preference
plus all accrued but unpaid dividends under Section 3(a) for such share by
(ii) the Conversion Price (as in effect on the Conversion Date).

     (c) Mandatory Conversion. If the Closing Sale Price of the Common Stock has
exceeded an amount equal to 1.4 multiplied by the Distributable Market Equity
Value Per Share (such product, rounded up to the nearest cent, and subject to
equitable adjustment in the event of any stock dividends, splits, reverse
splits, combinations, reclassifications and similar actions, the "Mandatory
Conversion Trigger Price"), for at least 20 consecutive Trading Days commencing
from or after the fifth anniversary of the Original Issue Date, then the
Corporation may, at its option at any time after any such 20 consecutive Trading
Day period, cause all but not less than all of the outstanding shares of Series
A Preferred and Series B Preferred to convert into such number of fully paid and
non-assessable shares of Common Stock that is obtained by dividing (i) the
then-effective Liquidation Preference of such shares plus any accrued but unpaid
dividends under Section 3(a) for such shares by (ii) the Conversion Price (as in
effect on the Conversion Date).

     (d) Mechanics for Exercise of Conversion Rights. In order to exercise the
optional conversion right provided for in Section 5(b), the holder of each share
of Series A Preferred or Series B Preferred to be converted will (i) surrender
the certificate representing such share, duly endorsed or assigned to the
Corporation or in blank, to the office of the Transfer Agent or (ii) deliver
written notice to the Corporation or the Transfer Agent that such certificate
has been lost, stolen or destroyed and execute an agreement satisfactory to the
Corporation to indemnify the Corporation from any loss incurred by it in
connection with such certificates (the actions taken pursuant to clause (i) or
(ii), a "Surrender"), accompanied, in either case, by written notice to the
Corporation that the holder thereof elects to convert all or a specified whole
number of shares of Series A Preferred or Series B Preferred, as applicable.
Unless the shares of Common Stock issuable on conversion are to be issued in the
same name as the name in which such shares of Series A Preferred or Series B
Preferred, as applicable, are registered, each share Surrendered for conversion
must be accompanied by instruments of transfer, in form reasonably satisfactory
to the Corporation, duly executed by the holder or such holder's duly authorized
attorney and an amount sufficient to pay any transfer or similar tax (or
evidence reasonably satisfactory to the Corporation demonstrating that such
taxes have been paid). In the event the Corporation elects to exercise the
mandatory conversion right provided for in Section 5(c), the Corporation will
provide written notice of such exercise to the Transfer Agent and each holder of
Series A Preferred and Series B Preferred specifying the date on which such
conversion will be effective (the "Mandatory Conversion Notice"), which date
must be no less than 90 days from the date on which such written notice is sent,
and thereafter each holder of shares of Series A Preferred and Series B
Preferred will Surrender its shares to the Corporation.

                                        4

     (e) Delivery of Certificates and Conversion Date. As promptly as
practicable, but in any event within five Business Days following the Conversion
Date (in the case of a conversion pursuant to Section 5(b)) or within five
Business Days following the date on which a holder of shares to be converted
Surrenders such shares to the Corporation (in the case of a conversion pursuant
to Section 5(c)), the Corporation will issue and deliver to, or upon the written
order of, the holder a certificate or certificates for the number of full shares
of Common Stock issuable upon the conversion of such holder's applicable shares
of Series A Preferred or Series B Preferred in accordance with the provisions of
this Section 5, and any fractional interest in respect of a share of Common
Stock arising upon such conversion will be settled as provided in Section 5(g)
hereof. In the event of a conversion pursuant to Section 5(b), upon conversion
of only a portion of the number of shares covered by a certificate representing
shares of Series A Preferred or Series B Preferred Surrendered for conversion,
the Corporation will also issue and deliver to, or upon the written order of,
the holder of the certificate so Surrendered for conversion, at the expense of
the Corporation, a new certificate covering the number of shares of Series A
Preferred or Series B Preferred, as applicable, representing the unconverted
portion of the certificate so Surrendered, which new certificate will entitle
the holder thereof to the rights of the shares of Series A Preferred or Series B
Preferred represented thereby to the same extent as if the certificate
theretofore covering such unconverted shares had not been Surrendered for
conversion. Each conversion will be deemed to have been effected as of the close
of business on the date on which (i) in the case of an optional conversion
pursuant to Section 5(b), the certificates for Series A Preferred or Series B
Preferred are Surrendered and such notice and payment of all required transfer
taxes and dividends received by the Corporation as aforesaid, or (ii) in the
case of a mandatory conversion pursuant to Section 5(c), the date specified in
the Mandatory Conversion Notice (the "Conversion Date"). On the Conversion Date,
all rights with respect to the shares of Series A Preferred or Series B
Preferred so converted, including the rights, if any, to receive notices, will
terminate except only the rights of holders thereof to receive the physical
certificates contemplated by this Section 5(e) and cash in lieu of any
fractional share as provided in Section 5(g), and the Person entitled to receive
the shares of Common Stock will be treated for all purposes as having become the
record holder of such shares (even if certificates for such shares of Common
Stock have not yet been issued).

     (f) If conversion rights are exercised with respect to shares of Series A
Preferred or Series B Preferred under Section 5(b) or (c), such shares will
cease to accrue dividends pursuant to Section 3(a) as of the end of day
immediately preceding the Conversion Date.

     (g) No Fractional Shares. No fractional shares or scrip representing
fractions of shares of Common Stock will be issued upon conversion of shares of
Series A Preferred or Series B Preferred. Instead of any fractional interest in
a share of Common Stock that would otherwise be deliverable upon the conversion
of such shares, the Corporation will pay to the holder of such shares an amount
in cash based upon the Current Market Price of Common Stock on the Trading Day
immediately preceding the Conversion Date. If more than one share is Surrendered
for conversion pursuant to this Section 5 at one time by the same holder, the
number of full shares of Common Stock

                                        5

issuable upon conversion thereof will be computed on the basis of the aggregate
number of shares so Surrendered.

     (h) Conversion Price Adjustments. The Conversion Price is subject to
adjustment from time to time as follows:

         (i) Stock Splits and Combinations. If, after the Original Issue Date,
the Corporation (A) subdivides or splits its outstanding shares of Common Stock
into a greater number of shares, (B) combines or reclassifies its outstanding
shares of Common Stock into a smaller number of shares, or (C) issues any
Capital Stock of the Corporation by reclassification of its Common Stock, then
the Conversion Price in effect immediately prior to such event will be adjusted
so that the holder of any share of Series A Preferred or Series B Preferred
thereafter Surrendered for conversion will be entitled to receive the number of
such securities that such holder would have owned or have been entitled to
receive after the occurrence of any of the events described above as if such
share had been converted immediately prior to the effective date of such
subdivision, combination or reclassification or the record date therefor,
whichever is earlier. An adjustment made pursuant to this Section 5(h)(i) will
become effective at the close of business on the effective date of such
corporate action. Such adjustment will be made successively wherever any event
listed above occurs.

         (ii) Dividends/Distributions of Common Stock. If, after the Original
Issue Date, the Corporation fixes a record date for or pays a dividend or makes
a distribution in shares of Common Stock on any class of Capital Stock of the
Corporation, other than dividends or distributions of shares of Common Stock or
other securities with respect to which adjustments are provided in Section
5(h)(i), then the Conversion Price in effect at the close of business on the
record date therefor will be adjusted to equal the price determined by
multiplying (A) such Conversion Price by (B) a fraction, the numerator of which
will be the number of shares of Common Stock Outstanding at the close of
business on the record date and the denominator of which will be the sum of
(1) the number of shares of Common Stock Outstanding at the close of business on
the record date and (2) the number of shares of Common Stock constituting such
dividend or distribution. An adjustment made pursuant to this Section 5(h)(ii)
will become effective immediately after the close of business on such record
date (except as provided in Section 5(h)(iv)(F) hereof). Such adjustment will be
made successively wherever any event listed above occurs.

         (iii) Certain Issuances of Common Stock and Common Stock Derivatives.
If, after the Original Issue Date, the Corporation issues or sells shares of
Common Stock or any Common Stock Derivative without consideration or at a
consideration per share of Common Stock (or having a conversion, exercise or
exchange price per share of Common Stock, in the case of a Common Stock
Derivative), calculated by including the aggregate proceeds to the Corporation
upon issuance and any additional consideration payable to the Corporation upon
and in respect of any such conversion, exchange or exercise, that is less than
the Conversion Price in effect at the close of business on the day immediately
preceding such issuance, then the maximum number of shares of Common Stock
issuable upon conversion,

                                        6

exchange or exercise of such Common Stock Derivatives, as applicable,
will be deemed to have been issued as of such issuance and such Conversion Price
will be decreased, effective as of the time of such issuance, to equal the price
determined by multiplying (A) such Conversion Price by (B) a fraction, the
numerator of which will be the sum of (1) the number of shares of Common Stock
Outstanding immediately prior to such issuance and (2) the number of shares
which the aggregate proceeds to the Corporation from such issuance (including
any additional consideration per share of Common Stock payable to the
Corporation upon any such conversion, exchange or exercise) would purchase at
such Conversion Price, and the denominator of which will be the sum of (1) the
number of shares of Common Stock Outstanding immediately prior to such issuance
and (2) the number of additional shares of Common Stock issued or subject to
issuance upon the conversion, exchange or exercise of such Common Stock
Derivatives issued. In the event that any portion of such consideration is in a
form other than cash, the Fair Market Value of such noncash consideration will
be used. Notwithstanding any provision hereof to the contrary, this Section
5(h)(iii) will not apply to any issuance of Common Stock in any manner described
in Section 5(h)(i) and (ii). Such adjustment will be made successively wherever
any event listed above occurs.

         (iv) Additional Conversion Matters.

              (A) Minor Adjustments and Calculations. No adjustment in the
Conversion Price pursuant to any provision of this Section 5(h) will be required
unless such adjustment would require a cumulative increase or decrease of at
least 1% in such price; provided, however, that any adjustments that by reason
of this Section 5(h)(iv)(A) are not required to be made will be carried forward
and taken into account in any subsequent adjustments until made. All
calculations under this Section 5(h) will be made to the nearest cent (with
$0.005 being rounded upward) or to the nearest whole share (with 0.5 of a share
being rounded upward), as the case may be.

              (B) Exceptions to Adjustment Provisions. The provisions of this
Section 5(h) will not be applicable to (1) any issuance for which an adjustment
to the Conversion Price is provided under any other subclause of this Section
5(h), (2) any issuance of shares of Common Stock upon actual exercise, exchange
or conversion of any Common Stock Derivative if the Conversion Price was fully
and properly adjusted at the time such securities were issued or if no such
adjustment was required hereunder at the time such securities were issued,
(3) the issuance of additional shares of Series A Preferred or Series B
Preferred at a per share price equal to or greater than the applicable
Liquidation Preference or the issuance of shares of Common Stock upon conversion
of outstanding shares of Series A Preferred or Series B Preferred, (4) the
issuance of Common Stock Derivatives or shares of Common Stock to employees,
directors or consultants of the Corporation or its subsidiaries pursuant to
management or director incentive plans or stock compensation plans as in effect
on or prior to the Original Issue Date or approved by the affirmative vote of a
majority of the Board after the Original Issue Date, including any employment,
severance or consulting agreements, or the issuance of shares of Common Stock
upon the exercise of such Common Stock Derivative, (5) the issuance of shares of
Common Stock as consideration for an arm's-length acquisition of a business or
assets from Third Parties

                                        7

that is approved by a majority of the Corporation's shareholders in accordance
with the requirements under the Charter and the Corporation's By-Laws and
applicable law, or (6) the issuance of shares of Common Stock pursuant to any
plan providing for the reinvestment of dividends or interest payable on
securities of the Corporation and the investment of additional optional amounts
in Common Stock under such plan.

              (C) Board Adjustment to Conversion Price. Anything in this
Section 5(h) to the contrary notwithstanding, the Corporation may, to the extent
permitted by law, make such reductions in the Conversion Price, in addition to
those required by this Section 5(h), as the Board in its good faith discretion
determines to be necessary in order that any subdivision of shares,
reclassification or combination of shares, distribution of Common Stock
Derivatives, or a distribution of other assets (other than cash dividends)
hereafter made by the Corporation to its shareholders will not be taxable.
Whenever the Conversion Price is so decreased, the Corporation will mail to
holders of record of shares of Series A Preferred and Series B Preferred a
notice of the decrease at least 5 days before the date the decreased Conversion
Price takes effect, and such notice will state the decreased Conversion Price
and the period it will be in effect.

              (D) Other Capital Stock. In the event that, at any time as a
result of the provisions of this Section 5(h), a holder of shares of Series A
Preferred or Series B Preferred becomes entitled to receive any shares of
Capital Stock of the Corporation other than Common Stock upon subsequent
conversion, the number of such other shares so receivable upon conversion will
thereafter be subject to adjustment from time to time in a manner and on terms
as nearly equivalent as practicable to the provisions contained herein.

              (E) Effect of Adjustment. In the event that, at any time after the
Original Issue Date, any adjustment is made to the Conversion Price pursuant to
this Section 5, such adjustment to the Conversion Price will be applicable with
respect to all then outstanding shares of Series A Preferred and Series B
Preferred and all shares of Series A Preferred or Series B Preferred issued
after the date of the event causing such adjustment to the Conversion Price.

              (F) Adjustment Deferral. In any case in which Section 5(h)
provides that an adjustment becomes effective from and after a record date for
an event, the Corporation may defer until the occurrence of such event (1)
issuing to the holder of any shares of Series A Preferred or Series B Preferred
converted after such record date and before the occurrence of such event the
additional shares of Common Stock issuable upon such conversion by reason of the
adjustment required by such event over and above the shares of Common Stock
issuable upon such conversion before giving effect to such adjustment and (2)
paying to such holder any amount of cash in lieu of any fraction pursuant to
Section 5(g).

              (G) Other Limits on Adjustment. There will be no adjustment of the
Conversion Price in the event of the issuance of any shares of the Corporation
in a

                                        8

reorganization, acquisition or other similar transaction, except as
specifically set forth in this Section 5.

              (H) Abandoned Events and Expired Common Stock Derivatives. If the
Corporation takes a record of the holders of its Common Stock for the purpose of
entitling them to receive a dividend or other distribution, and thereafter and
before the distribution to shareholders legally abandons its plan to pay or
deliver such dividend or distribution, then thereafter any adjustment in the
Conversion Price granted by this Section 5(h) will, as and if necessary, be
readjusted at the time of such abandonment to the Conversion Price that would
have been in effect if no adjustment had been made (taking proper account of all
other conversion adjustments under this Section 5(h)); provided, however, that
such readjustment will not affect the Conversion Price of any shares of Series A
Preferred or Series B Preferred that have been converted prior to such
abandonment. If any Common Stock Derivatives referred to in this Section 5(h) in
respect of which an adjustment has been made expire unexercised in whole or in
part after the same have been distributed or issued by the Corporation, the
Conversion Price will be readjusted at the time of such expiration to the
Conversion Price that would have been in effect if no adjustment had been made
on account of the distribution or issuance of such expired Common Stock
Derivatives (taking proper account of all other conversion adjustments under
this Section 5(h)); provided, however, that such readjustment will not affect
the Conversion Price of any shares of Series A Preferred or Series B Preferred
that have been converted prior to such expiration.

              (I) Participation in Dividends. Notwithstanding anything herein to
the contrary, no adjustment to the Conversion Price will be made under Section
5(h)(ii) to the extent that the holders of Series A Preferred or Series B
Preferred, as applicable, participate in any such distribution on an
as-converted basis based on the number of shares of Common Stock into which such
shares are then convertible.

              (J) Pre-Conversion Price Determination Time Events. No adjustment
will be made to the Conversion Price for events occurring prior to the
determination of the Conversion Price in accordance with Section 5(a) (the
"Conversion Price Determination Time"), whether or not they would otherwise
result in an adjustment to the Conversion Price pursuant to this Section 5(h);
provided, however, that the Corporation will not take any actions that, but for
this Section 5(h)(iv)(J), would have resulted in an adjustment of the Conversion
Price prior to the Conversion Price Determination Time pursuant to this Section
5(h) without the written consent of the Required Holders.

     (i) Fundamental Changes. In the event that any transaction or event
(including, without limitation, any merger, consolidation, sale of assets,
tender or exchange offer, reclassification, compulsory share exchange or
liquidation) occurs in which all or substantially all of the outstanding Common
Stock is converted into or exchanged for stock, other securities, cash or assets
(each, a "Fundamental Change"), the holder of each share of Series A Preferred
and each share of Series B Preferred outstanding immediately prior to the
occurrence of such Fundamental Change will have the right upon any subsequent
conversion to receive (but only out of legally available

                                        9

funds, to the extent required by applicable law) the kind and amount of stock,
other securities, cash and assets that such holder would have received if such
share had been converted immediately prior thereto (assuming such holder failed
to exercise his rights of election, if any, as to the kind or amount of
securities, cash or other property receivable upon such Fundamental Change).
Such adjustment will be made successively whenever any event listed above
occurs. No adjustment will be made pursuant to Section 5(i) in respect of any
Fundamental Event as to which an adjustment to the Conversion Price was made
pursuant to Section 5(h).

     (j) Notice of Certain Events. If, subject to the limitations set forth in
Section 3 hereof:

         (i) the Corporation declares (A) any dividend (or any other
distribution) on Common Stock, other than a dividend payable in shares of Common
Stock, or (B) any extraordinary dividend or distribution on any Junior Stock
(excluding any regularly scheduled dividends paid in accordance with the terms
thereof);

         (ii) there is any recapitalization or reclassification of the Common
Stock (other than an event to which Section 5(h) hereof applies) or any
consolidation or merger to which the Corporation is a party and for which
approval of any shareholders of the Corporation is required, or a share exchange
or self-tender offer by the Corporation for all or substantially all of its
outstanding Common Stock or the sale or transfer of all or substantially all of
the assets of the Corporation as an entirety or any compulsory share exchange
affecting the Common Stock; or

         (iii) there occurs a Liquidation;

then the Corporation will cause to be filed with the Transfer Agent and will
cause to be mailed to the holders of the outstanding shares of Series A
Preferred and Series B Preferred at the addresses of such holders as shown on
the stock books of the Corporation, as promptly as possible, but at least ten
Business Days prior to the applicable date hereinafter specified and no later
than when notice is first mailed or sent to the holders of Common Stock, a
notice stating (A) the date on which a record is to be taken for the purpose of
such dividend, distribution or grant, or, if a record is not to be taken, the
date as of which the holders of Common Stock of record to be entitled to such
dividend, distribution or grant are to be determined or (B) the date on which
such reclassification, consolidation, merger, share exchange, self-tender offer,
sale, transfer or Liquidation is expected to become effective, and the date as
of which it is expected that holders of Common Stock of record will be entitled
to exchange their shares of Common Stock for securities or other property, if
any, deliverable upon such reclassification, consolidation, merger, share
exchange, self-tender offer, sale, transfer or Liquidation. Failure to give or
receive such notice or any defect therein will not affect the legality of
validity of the proceedings described in this Section 5.

     (k) Sufficient Shares of Common Stock. The Corporation covenants that it
will at all times reserve and keep available, free from preemptive rights, out
of the aggregate of its authorized but unissued shares of Common Stock, solely
for the

                                       10

purpose of effecting conversion of the Series A Preferred and Series B
Preferred, the full number of shares of Common Stock deliverable upon the
conversion of all outstanding shares of Series A Preferred and Series B
Preferred not theretofore converted. For purposes of this Section 5(k), the
number of shares of Common Stock that are deliverable upon the conversion of all
such outstanding shares will be computed as if at the time of computation all
such outstanding shares were held by a single holder.

     (l) Compliance with Laws. Prior to the delivery of any securities that the
Corporation is obligated to deliver upon conversion of shares of Series A
Preferred or Series B Preferred, the Corporation will use its best efforts to
comply with all federal and state laws and regulations thereunder requiring the
registration of such securities with, or any approval of or consent to the
delivery thereof by, any governmental authority.

     (m) Officer's Certificate. As promptly as practicable following the
Conversion Price Determination Time, the Corporation will promptly file with the
Transfer Agent, and cause to be delivered to each holder of Series A Preferred
and each holder of Series B Preferred, a certificate signed by the principal
financial or accounting officer of the Corporation, setting forth the
determination of the initial Conversion Price, the Distributable Market Equity
Value Per Share and the Mandatory Conversion Trigger Price. Thereafter whenever
the applicable Conversion Price is adjusted pursuant to this Section 5, the
Corporation will promptly file with the Transfer Agent, and cause to be
delivered to each holder of Series A Preferred and each holder of Series B
Preferred, a certificate signed by the principal financial or accounting officer
of the Corporation, setting forth in reasonable detail the event requiring the
adjustment and the method by which such adjustment was calculated (including a
description of the basis of the determination of the Current Market Price and/or
Fair Market Value, as applicable) and specifying the new applicable Conversion
Price. In the event of a Fundamental Event pursuant to Section 5(i), such a
certificate will be issued describing the amount and kind of stock, securities,
property or assets or cash receivable upon conversion of the Series A Preferred
and Series B Preferred after giving effect to the provisions of such
Section 5(i).

     (n) Errors. The Board will have the power to resolve any ambiguity or
correct any error in Section 5, and its action in doing so will be final and
binding and conclusive.

     (o) No Increase. Notwithstanding anything herein to the contrary, the
Conversion Price will in no event be increased pursuant to Section 5(h)(iii).

     6. Voting Rights. (a) General. Subject to the terms of the Shareholders
Agreement, holders of shares of Series A Preferred and Series B Preferred will
have one vote for each share of Common Stock into which such share of Series A
Preferred or Series B Preferred, as applicable, could be converted at the
Conversion Price at the record date for determination of the shareholders
entitled to vote, or, if no such record date is established, at the date such
vote is taken or any written consent of shareholders is solicited by the
Corporation. Except as required by law, by the terms of any agreement to which
the Corporation and holders of Series A Preferred or Series B

                                       11

Preferred, as applicable, are a party or as otherwise set forth in this
Section 6, such holders will have full voting rights and powers equal to the
voting rights and powers of the holders of Common Stock, and will be entitled to
vote, together with holders of Common Stock and not by classes, with respect to
any and all matters upon which holders of Common Stock have the right to vote.
Fractional votes by the holders of Series A Preferred and Series B Preferred
will not be permitted, and any fractional voting rights (after aggregating all
shares into which shares of Series A Preferred or Series B Preferred, as
applicable, held by each holder could be converted) will be disregarded.

     (b)  Without limiting Article III of the Shareholders Agreement, beginning
with the Corporation's first annual meeting of shareholders following the
Original Issue Date, for as long as shares of Series A Preferred having an
aggregate Series A Liquidation Preference of at least $125 million are owned by
the Initial Series A Purchaser, the Board will consist of nine members, elected
as follows:

         (i) The holders of shares of the Series A Preferred will be entitled,
voting as a separate class, to elect three directors at each meeting of
shareholders held for the purpose of electing directors, at least one of whom
will be an Independent Director.

             (A) In case of any removal, either with or without cause, of a
director elected by the holders of the shares of Series A Preferred, the holders
of the shares of Series A Preferred will be entitled, voting as a separate class
either by written consent or at a special meeting or next regular meeting, to
elect a successor to hold office for the unexpired term of the director who has
been removed.

             (B) (1) In case of such removal, an officer of the Corporation may
call, and, upon written request of the Initial Series A Purchaser, addressed to
the Secretary of the Corporation, will call a special meeting of the holders of
shares of Series A Preferred. Such meeting will be held at the earliest
practicable date upon the notice required for annual meetings of shareholders at
the place for holding annual meetings of shareholders of the Corporation, or, if
none, at a place designated by the Board. Notwithstanding the provisions of this
Section 6(b)(i)(B)(1), no such special meeting will be called during a period
within the 120 days immediately preceding the date fixed for the next annual
meeting of shareholders in which such case, the election of directors pursuant
to Section 6(b)(i) will be held at such annual meeting of shareholders.

                    (2) At any meeting held for the purpose of electing
directors at which the holders of shares of Series A Preferred voting separately
as one class have the right to elect directors as provided herein, the presence
in person or by proxy of the holders of more than 50% of the then-outstanding
shares of the Series A Preferred will be required and will be sufficient to
constitute a quorum of such class for the election of directors by such class.

                                       12

         (ii) The remaining directors will be elected by holders of shares of
Common Stock and any other class of Capital Stock entitled to vote in the
election of directors (including the Series A Preferred and Series B Preferred)
(together the "Voting Stock"), voting together as a single class at each meeting
of shareholders held for the purpose of electing directors.

              (A) In case of any removal, either with or without cause, of a
director elected by the holders of the Voting Stock, the holders of the shares
of Voting Stock will be entitled, voting together as a class either by written
consent or at a special meeting or next regular meeting, to elect a successor to
hold office for the unexpired term of the director who has been removed.

              (B) (1) In case of such removal, an officer of the Corporation may
call, and, upon written request of the holders of at least 25% of the
outstanding shares of Voting Stock, addressed to the Secretary of the
Corporation, will call a special meeting of the holders of Voting Stock. Such
meeting will be held at the earliest practicable date upon the notice required
for annual meetings of shareholders at the place for holding annual meetings of
shareholders of the Corporation, or, if none, at a place designated by the
Board. Notwithstanding the provisions of this Section 6(b)(ii)(B)(1), no such
special meeting will be called during a period within the 120 days immediately
preceding the date fixed for the next annual meeting of shareholders in which
such case, the election of directors pursuant to Section 6(b)(ii) will be held
at such annual meeting of shareholders.

                    (2) At any meeting held for the purpose of electing
directors at which the holders of Voting Stock voting together as one class have
the right to elect directors as provided herein, the presence in person or by
proxy of the holders of more than 50% of the then-outstanding shares of Voting
Stock will be required and will be sufficient to constitute a quorum of such
class for the election of directors by such class.

              (C) In case of any vacancy (other than by removal) in the office
of a director elected by the holders of the shares of Common Stock, the vacancy
will be filled by the remaining directors of the Board.

     (c) Election of Directors Upon Dividend Default. If at any time the
equivalent of six quarterly dividends payable on the shares of Series A
Preferred or Series B Preferred or any other class or series of Parity Stock are
accrued and unpaid (whether or not consecutive and whether or not declared),
then, immediately prior to the next annual meeting of shareholders or special
meeting of shareholders, the total number of directors constituting the entire
Board will automatically be increased by two and, in each case, the holders of
all outstanding shares of Series A Preferred, Series B Preferred and any Parity
Stock having similar voting rights then exercisable, voting separately as a
single class without regard to series, will be entitled to elect at such meeting
of the shareholders of the Corporation two directors to serve until all
dividends accumulated and unpaid on any such voting shares have been paid. The
term of office of all such directors will terminate immediately upon payment in
full of all accrued but unpaid dividends and upon such termination the total
number of directors constituting

                                       13

the entire Board will be reduced by two. In exercising any such vote, each
outstanding share of Series A Preferred and Series B Preferred will be entitled
to one vote, excluding shares held by the Corporation or any entity controlled
by the Corporation, which shares will have no vote. Notwithstanding the
foregoing, the number of directors to be elected pursuant to this Section 6(c)
will be reduced to zero in the event that the holders of Series A Preferred are
entitled to elect directors pursuant to Section 6(b)(i) at such time; provided,
however, that such number will be increased back to two pursuant to this Section
6(c) effective immediately upon the termination of the right of the holders of
Series A Preferred to elect directors pursuant to Section 6(b)(i) unless at such
time all accumulated and unpaid dividends have been paid.

     (d) No holder of Series A Preferred or Series B Preferred may receive any
compensation or remuneration of any kind (from the Corporation or from any other
Person) in connection with the exercise or non-exercise of any voting or other
rights under any provision of these Articles; provided, that this restriction
shall not prohibit the reimbursement of expenses incurred by any holder of
Series A Preferred or Series B Preferred and shall not prohibit the payment of
fees by the Corporation to any holder of Series A Preferred or Series B
Preferred if the Corporation has engaged such holder or its Affiliates as an
advisor or consultant in connection with any transaction.

     7. Preemptive Rights. (a) If, prior to the Preemptive Rights Disqualifying
Date, the Corporation proposes to offer any shares of Capital Stock to any
Person or Persons, other than any shares of Capital Stock issued as described in
Section 5(h)(iv)(B)(4) or (5), (the "New Securities"), the Corporation will,
prior to issuing such New Securities, deliver to the holders of Series A
Preferred (the "Qualified Participants") a written offer (the "Preemptive Rights
Offer") to issue to such Qualified Participants New Securities to maintain their
Pro Rata Amounts. The Preemptive Rights Offer will state (i) the amount of New
Securities to be issued, (ii) the terms of the New Securities, (iii) the
purchase price of the New Securities, and (iv) any other material terms of the
proposed issuance. The Preemptive Rights Offer will remain open and irrevocable
for a period of 30 days from the date of its delivery (the "Preemptive Rights
Period").

     (b) Each Qualified Participant may accept the Preemptive Rights Offer by
delivering to the Corporation a written notice (the "Preemptive Rights Notice")
within the Preemptive Rights Period. The Preemptive Rights Notice will state the
number (the "Preemptive Rights Number") of New Securities such Qualifying
Participant desires to purchase. If the sum of all Preemptive Rights Numbers
exceeds the number of New Securities that the Corporation proposes to issue,
then the New Securities will be allocated among the Qualifying Participants that
delivered a Preemptive Rights Notice in accordance with their Pro Rata Amounts.

     (c) The issuance of New Securities to the Qualified Participants will be
made on a Business Day, as designated by the Corporation, not less than ten nor
more than 30 days after expiration of the Preemptive Rights Period on terms and
conditions of the Preemptive Rights Offer consistent with this Section 7. At the
closing of the issuance of the New Securities to such Qualified Participants,
the Corporation will deliver certificates or other instruments evidencing such
New Securities against payment of the purchase

                                       14

price therefor, and such New Securities will be issued free and clear of all
liens, claims and other encumbrances (other than those attributable to actions
by the purchasers thereof). At such closing, all of the parties to the
transaction will execute such additional documents as are deemed by the Board to
be necessary or appropriate in its sole discretion.

     (d) If the number of New Securities included in the Preemptive Rights Offer
exceeds the sum of all Preemptive Rights Numbers, the Corporation may issue such
excess or any portion thereof on the terms and conditions of the Preemptive
Rights Offer to any Person within 45 days after expiration of the Preemptive
Rights Period (or upon the expiration of any regulatory period, if applicable).
If such issuance is not made within such period, the restrictions provided for
in this Section 7 will again become effective.

     Except as otherwise expressly provided in this Section 7, no holder of any
shares of Series A Preferred or Series B Preferred will have any preemptive
right to acquire any shares of unissued Capital Stock of the Corporation, now or
hereafter authorized, or any treasury shares or securities convertible into such
shares or carrying a right to subscribe to or acquire such shares of capital
stock.

     8. Transferability. (a) Subject to Section 8(c), during the six-month
period following the Original Issue Date (the "Transfer Prohibition Period"), no
holder of shares of Series A Preferred or Series B Preferred may (i) sell,
assign, transfer, pledge, hypothecate or otherwise encumber or dispose of in any
way all or any part of an interest in ("Transfer") such holder's Series A
Preferred or Series B Preferred, as applicable, or (ii) convert any such shares
into Common Stock pursuant to Section 5; provided, however, that nothing in this
Section 8(a) will prohibit a holder from Transferring Series A Preferred or
Series B Preferred to a Permitted Transferee of such holder.

     (b) Subject to Section 8(c), during the 30-month period commencing
immediately upon the end of the Transfer Prohibition Period, the Initial
Series A Purchaser may not (i) Transfer shares of Series A Preferred having an
aggregate Series A Liquidation Preference of more than $125 million to any
Person or (ii) convert shares of Series A Preferred having an aggregate Series A
Liquidation Preference of more than $125 million into shares of Common Stock
pursuant to Section 5; provided, however, that nothing in this Section 8(b) will
prohibit the Initial Series A Purchaser from Transferring Series A Preferred to
a Permitted Transferee of such holder (and such a Transfer will not be counted
for purposes of clause (i) above).

     (c) The restrictions on transferability set forth in Sections 8(a) and (b)
will automatically terminate upon any (i) Bankruptcy Event relating to the
Corporation, (ii) Company Sale to a Third Party, or (iii) underwritten public
offering of any Common Stock for cash (other than in connection with an
acquisition of assets, a company or a business by the Corporation or one of its
subsidiaries in a transaction approved by the Board) pursuant to an effective
registration statement (other than a registration statement on Form S-4 or S-8
or any similar form) filed under the Securities Act, unless

                                       15

the holders of Series A Preferred or Series B Preferred, as applicable, are
given the opportunity to sell securities in such public offering on the basis of
their Pro Rata Amounts.

     (d) Each certificate representing Series A Preferred or Series B Preferred
issued to any holder will bear a legend on the face thereof substantially to the
following effect (with such additions thereto or changes therein as the
Corporation may be advised by counsel are required by law (the "Legend")):

          "THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
     TRANSFER RESTRICTIONS CONTAINED IN THE ARTICLES OF SERIAL DESIGNATION
     RELATING TO SUCH SHARES, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF
     THE COMPANY. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER
     DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE
     EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH ARTICLES OF SERIAL
     DESIGNATION."

          "THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
     REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED OR
     OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED UNDER THAT ACT OR
     ANY OTHER APPLICABLE LAW OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE."

     The Legend will be removed by the Corporation by the delivery of substitute
certificates without such Legend in the event of the termination of the
restrictions contained in this Section 8 pursuant to the terms of hereof;
provided, however, that the second paragraph of such Legend will only be removed
if at such time a legal opinion from counsel to the transferee is obtained to
the effect that such legend is no longer required for purposes of applicable
securities laws.

     (e) In the event of any purported Transfer not made in compliance with this
Section 8, such purported Transfer will be void and of no effect and the
Corporation will not give effect to such Transfer. The Corporation will be
entitled to treat the prior owner as the holder of any such securities not
Transferred in accordance with this Section 8.

     (f) In no event will any holder of Series A Preferred or Series B Preferred
engage in any short sales of Common Stock, any transactions involving options
(including exchange-traded options), puts, calls or other derivatives involving
securities of the Corporation or any other transactions of any type that would
have the effect of providing such holder with any other economic gain in the
event of a decrease in the Current Market Price, unless such holder has entered
into a market maker agreement with the Corporation (or its predecessor) and
Appaloosa, in the form annexed to the Investment Agreement, dated as of
September [o], 2007, by and among Appaloosa, [Purchaser] and the Corporation as
Exhibit E.

                                       16

     9. Deregistration. For as long as any shares of Series A Preferred or
Series B Preferred are outstanding, the Corporation will not voluntarily take
any action to deregister or suspend the registration of its Common Stock under
Section 12 or 15 of the Exchange Act.

     10. No Reissuance. Shares of Series A Preferred or Series B Preferred that
have been issued and reacquired in any manner, including shares purchased,
redeemed, converted or exchanged, may not be reissued as shares of Series A
Preferred or Series B Preferred and will (upon compliance with applicable law)
have the status of authorized and unissued shares of Preferred Stock
undesignated as to series and may be redesignated and reissued as part of any
series of Preferred Stock; provided, however, that so long as any shares of
Series A Preferred or Series B Preferred are outstanding, any issuance of such
shares must be in compliance with the terms hereof in respect of the applicable
series of such shares. Upon any such reacquisitions, the number of shares of
Series A Preferred or Series B Preferred, as applicable, authorized pursuant to
the Charter and these Articles will be reduced by the number of shares so
acquired.

     11. Transfer Agent. The duly appointed Transfer Agent for the Series A
Preferred and Series B Preferred will be [_____]. The Corporation may, in its
sole discretion, remove the Transfer Agent in accordance with the agreement
between the Corporation and the Transfer Agent as long as the Corporation will
appoint a successor transfer agent who will accept such appointment prior to the
effectiveness of such removal.

     12. Currency. All shares of Series A Preferred and Series B Preferred will
be denominated in U.S. currency, and all payments and distributions thereon or
with respect thereto will be made in U.S. currency. All references herein to "$"
refer to the U.S. currency.

     13. Definitions. In additions to terms defined elsewhere in these Articles,
the following terms have the following meanings:

     "Affiliate" means, with respect to any Person, any other Person that,
directly or indirectly, through one or more intermediaries, controls, or is
controlled by, or is under common control with, another Person. For purposes of
this definition, the terms "control," "controlling," "controlled by" and "under
common control with," as used with respect to any Person, means the possession,
directly or indirectly, of the power to direct the management and policies of a
Person, whether through the ownership of voting securities, by contract or
otherwise.

     "Appaloosa" means Appaloosa Management L.P., a Delaware limited
partnership.

     "Articles" means these Articles of Serial Designation of 4.0% Series A
Convertible Preferred Stock and 4.0% Series B Convertible Preferred Stock.

                                       17

     "Bankruptcy Event" means the voluntary or involuntary commencement of a
case or other proceeding against a Person seeking the liquidation,
reorganization, debt arrangement, dissolution, winding up or composition or
readjustment of debts of such Person, the appointment of a trustee, receiver,
custodian, liquidator, assignee or the like for such Person of all or
substantially all of its assets, or any similar action with respect to such
Person, whether judicial or non-judicial or under any law relating to
bankruptcy, insolvency, reorganization, winding up or composition or adjustment
of debts; provided, however, that in no event will a Bankruptcy Event be deemed
to have occurred as a result of any internal corporate or other restructuring or
reorganization of such Person.

     "Board" means the Board of Directors of the Corporation; where any consent,
approval or action is required by the Board hereunder and the authority of the
Board with respect to such consent, approval or action has been delegated to a
committee of the Board, in accordance with applicable law, the consent, approval
or action by such committee will satisfy such requirement for purposes hereof.

     "Business Day" means any day other than a Saturday, Sunday or a day on
which banking institutions in the State of New York are authorized or obligated
by law or executive order to close.

     "Capital Stock" means (a) with respect to any Person that is a corporation
or company, any and all shares, interests, participations or other equivalents
(however designated) of capital or capital stock of such Person and (b) with
respect to any Person that is not a corporation or company, any and all
partnership or other equity interests of such Person.

     "Charter" means the Corporation's Restated Articles of Incorporation, as it
may be amended from time to time.

     "Closing Sale Price" when used with reference to shares of the Common Stock
or other securities on any date, means the last sale price, regular way, or, in
case no such sale takes place on such day, the average of the closing bid and
asked prices, regular way, in either case as reported in the principal
consolidated transaction reporting system with respect to securities listed or
admitted to trading on the NYSE or, if the shares of Common Stock or other
applicable security are not listed or admitted to trading on the NYSE, as
reported in the principal consolidated transaction reporting system with respect
to securities listed on the principal national securities exchange on which the
shares of Common Stock or other security are listed or admitted to trading or,
if the shares of Common Stock or other security are not listed or admitted to
trading on any national securities exchange, the average of the last quoted high
bid and low asked prices in the over-the-counter market, as reported by the
National Association of Securities Dealers, Inc. Automated Quotations System or
such other system then in use, or, if on any such date the shares of Common
Stock or other security are not quoted by any such organization, the average of
the closing bid and asked prices as furnished by a professional market maker
making a market in the Common Stock or other security, as selected by the Board
(any such applicable exchange or market referred to above, the "Corporation's
Principal Exchange").

                                       18

     "Common Stock" means the common stock, par value $0.01 per share, of the
Corporation and any shares or Capital Stock for or into which such common stock
hereafter is exchanged, converted, reclassified or recapitalized by the
Corporation or pursuant to an agreement to which the Corporation is a party.

     "Common Stock Derivative" means any option, right, warrant or security of
the Corporation which is convertible into or exercisable or exchangeable for
Common Stock of the Corporation.

     "Common Stock Outstanding" means all shares of Common Stock issued and
outstanding as of the applicable time plus the number of shares issuable upon
conversion or exercise of all outstanding Common Stock Derivatives (including
the Series A Preferred and the Series B Preferred) as of the applicable time.

     "Company Sale" means any merger, consolidation, business combination,
reorganization or recapitalization of the Corporation that results in the
transfer of 50% or more of the outstanding voting power of the Corporation, any
sale, lease or other disposition of all or substantially all of the assets of
the Corporation and its subsidiaries (on a consolidated basis), or any other
form of corporate reorganization in which 50% or more of the outstanding shares
of any class or series of Capital Stock of the Corporation are exchanged for or
converted into cash, securities or property of another business organization.

     "Conversion Price" means an amount equal to 0.90 (the "Discount Factor")
multiplied by the Distributable Market Equity Value Per Share (rounded up to the
nearest cent).

     "Current Market Price" when used with reference to shares of Common Stock
or other securities on any date, means the average of the Closing Sale Price for
the 30 consecutive Trading Days immediately prior to such date; provided,
however, (a) if on any such date no market maker is making a market in the
Common Stock or such other security so that there is no Closing Sale Price, then
the Current Market Price of such Common Stock or other security will be valued
using clause (a) of the definition of "Fair Market Value" below, as if it were
an "asset" thereunder, and (b) that in the event that the Current Market Price
is determined during a period following the announcement by the Corporation or
other issuer of the applicable securities of (i) a dividend or distribution on
such Common Stock or such other securities payable in shares of such Common
Stock or securities convertible into shares of such Common Stock or securities,
or (ii) any subdivision, combination or reclassification of such Common Stock or
other securities, and prior to the expiration of the requisite 30 Trading Day
period set forth above, then, and in each such case, the Current Market Price
will be properly adjusted to take into account ex-dividend trading.

     "Distributable Market Equity Value Per Share" means a per share value equal
to the 20-Trading Day volume weighted average sale price (rounded to the nearest
1/10,000) of the Common Stock on the Corporation's Principal Exchange, as
reported by Bloomberg Financial Markets (or such other source as the Corporation
may

                                       19

reasonably determine) and determined using the 22 Trading Days beginning on and
including the first Business Day after the Original Issue Date (disregarding the
Trading Days during such period having the highest and lowest volume weighted
average sale price (as so determined)).

     "Dividend Payment Date" means the first day of March, June, September and
December; provided, however, that if any Dividend Payment Date falls on any day
other than a Business Day, the dividend payment due on such Dividend Payment
Date will be paid on the Business Day immediately following such Dividend
Payment Date.

     "Dividend Periods" means the quarterly dividend periods commencing on and
including the first day of March, June, September and December of each year and
ending on and including the date before the next Dividend Payment Date of such
year, respectively (other than the initial Dividend Period, which will commence
on the Original Issue Date and end on and include the date before the first
Dividend Payment Date after the Original Issue Date).

     "Dividend Record Date" means, with respect to a Dividend Payment Date, the
close of business on the 15(th) calendar day prior thereto, or such other record
date, not more than 60 days and not less than 10 days preceding the applicable
Dividend Payment Date, as may be fixed by the Board.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     "Fair Market Value" means, with respect to any (a) asset, the amount that a
willing buyer would pay an unaffiliated willing seller in an arm's-length
transaction to acquire ownership of such asset, with neither being under any
compulsion to buy or sell, and both having reasonable knowledge of all relevant
facts and taking into account all relevant circumstances and information,
including market treatment of similar businesses, historical operating results
and projections for future periods, as determined in good faith by the Board, or
(b) security, the Current Market Price thereof.

     "Fully Diluted Shares" means a number of shares of Common Stock equal to
the sum of (a) the number of shares of Common Stock issued and outstanding on
the date of the Conversion Price Determination Time plus (b) a number equal to
the quotient of (i) the sum of (A) the aggregate Series A Liquidation Preference
plus (B) the aggregate Series B Liquidation Preference divided by (ii) the
Conversion Price.

     "Independent Director" means a director of the Corporation who qualifies as
an "independent director" of the Corporation under (a) New York Stock Exchange
("NYSE") Rule 303A(2), as such rule may be amended, supplemented or replaced
from time to time ("303A(2)"), or (b) if the Corporation is listed or quoted on
another securities exchange or quotation system that has an independence
requirement, the comparable rule or regulation of such securities exchange or
quotation system on which the Common Stock is listed or quoted (whether by final
rule or otherwise). In addition, in order for a director designated by Appaloosa
to be deemed to be an "Independent Director," such director would also have to
be considered an "independent director" of

                                       20

Appaloosa and the Initial Series A Purchaser under 303A(2), assuming for this
purpose that (i) such director were a director of Appaloosa and the Initial
Series A Purchaser (whether or not such director actually is or has been a
director of Appaloosa or the Initial Series A Purchaser) and (ii) Appaloosa and
the Initial Series A Purchaser are each deemed to be a NYSE listed company.

     "Initial Series A Purchaser" means ___________, a ____________, and any
Permitted Transferee thereof, but only to the extent that such Permitted
Transferee is a corporation or other organization, whether incorporated or
unincorporated, of which either the Initial Series A Purchaser or Appaloosa
directly or indirectly owns or controls 100% of the securities or other
interests having by their terms ordinary voting power to elect the board of
directors (or others performing similar functions) of such corporation or other
organization.

     "Issue Date" means, with respect to a share of Series A Preferred or Series
B Preferred, the date on which such share is issued and sold by the Corporation.

     "Liquidation Preference" means, as applicable, the Series A Liquidation
Preference or the Series B Liquidation Preference.

     "Original Issue Date" means effective date of the Plan, which is the date
of the original issuance of shares of Series A Preferred and Series B Preferred.

     "Permitted Transferee" means, with respect to any holder of Series A
Preferred or Series B Preferred, an Affiliate of such holder that acknowledges
the transfer restrictions set forth in Section 8 and agrees to be bound by any
agreements to which such holder is a party with respect to its ownership of
Series A Preferred or Series B Preferred, as applicable, to the same extent it
would be bound if it were an original party thereto as evidenced by
documentation satisfactory to the Corporation in its sole discretion.

     "Person" means any individual, firm, corporation, partnership, limited
partnership, limited liability company, joint venture, association, trust,
unincorporated organization or other entity, and will include a "group" (within
the meaning of Sections 13(d) and 14(d) of the Exchange Act), as well as any
successor (by merger or otherwise) of any such Person.

     "Plan" means the joint plan of reorganization filed by Dana Corporation and
its debtor subsidiaries with the United States Bankruptcy Court for the Southern
District of New York on ______ __, 2007, as such joint plan may be amended.

     "Preemptive Rights Disqualifying Date" means the date on which the Initial
Series A Purchaser no longer beneficially owns shares of Series A Preferred
having a Liquidation Preference of at least 50% of the Series A Preferred
Liquidation Preference of shares of Series A Preferred that are outstanding at
such time.

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     "Preferred Stock" means the Corporation's authorized Preferred Stock, par
value $0.01 per share.

     "Pro Rata Amounts" means, on the date of determination, with respect to any
holder of Preferred Stock, the quotient obtained by dividing (a) the aggregate
number of shares of Common Stock issuable upon conversion of the shares of
Series A Preferred or Series B Preferred, as applicable, held by such holder on
such date by (b) the aggregate number of shares of Common Stock Outstanding.

     "Required Holders" means holders of shares of Series A Preferred having a
Liquidation Preference of at least 50% of the Series A Liquidation Preference of
shares of Series A Preferred that are outstanding at such time.

     "Securities Act" means the Securities Act of 1933, as amended.

     "Series A Liquidation Preference" means $100.00 per share, as adjusted from
time to time for Series A Preferred stock splits, stock dividends,
recapitalizations and the like.

     "Series B Liquidation Preference" means $100.00 per share, as adjusted from
time to time for Series B Preferred stock splits, stock dividends,
recapitalizations and the like.

     "Series A Nominating Committee" means a committee of the Board that
consists of three directors, two of whom will be chosen by the Initial Series A
Purchaser and one of whom will be chosen by the Board.

     "Shareholders Agreement" means the Shareholders Agreement among the
Corporation, Appaloosa and the Initial Series A Purchaser, as in effect from
time to time.

     "set apart for payment" will be deemed to include, without any action by
the Corporation other than the following, the recording by the Corporation in
its accounting ledgers of any accounting or bookkeeping entry which indicates,
pursuant to an authorization of dividends or other distribution by the Board,
the allocation of funds or Capital Stock of the Corporation to be so paid on any
series or class of Capital Stock of the Corporation.

     "Third Party" means a Person that is not (a) the Corporation or any of its
subsidiaries or (b) an Affiliate of the Corporation or any of its subsidiaries.

     "Trading Day" means a day on which the principal national securities
exchange on which the shares of Common Stock are listed or admitted to trading
is open for the transaction of business or, if the shares of the Common Stock
are not listed or admitted to trading on any national securities exchange, a
Business Day.

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     "Transfer Agent" means the transfer agent or agents of the Corporation as
may be designated by the Board or its designee as the transfer agent for the
Series A Preferred and Series B Preferred.

     14. Amendment. No provision of these Articles may be repealed or amended in
any respect unless such repeal or amendment is approved by the affirmative vote
of not less than a majority of the total voting power of all Common Stock
Outstanding (on an as-converted basis).

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