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

                                                                       Exhibit E

[Name of legal entity and trading unit]
[Address]

Re:  In re Dana Corporation, et al., Debtors,
     (Case No. 06-10354 (BRL)), Jointly Administered

Dear Sir or Madam:

On [o], 2007, the above-referenced Debtors filed the Motion of Debtors And
Debtors In Possession For Entry Of An Order (A) Approving Settlement Agreements
With The United Steel Workers And United Autoworkers, Pursuant To 11 U.S.C.
Sections 1113 And 1114(E) And Federal Rule Of Bankruptcy Procedure 9019, And (B)
Authorizing The Debtors To Enter Into Plan Support Agreement, Investment
Agreement And Related Agreements, Pursuant To 11 U.S.C. Sections 105(A), 363(B),
364(C)(1), 503 And 507, dated [o], 2007 (the "Motion"), which Motion attached
thereto, among other things, the Plan Support Agreement and Investment Agreement
Term Sheet.(1)

Reference is made to Section 8(f) of the Articles of Serial Designation of 4.0%
Series A Convertible Preferred Stock and 4.0% Series B Convertible Preferred
Stock setting forth certain restrictions relating to the Qualified Securities,
as may be amended from time to time (collectively, the "Shorting Restrictions").
The Debtor hereby agrees to waive and does waive (and Appaloosa shall not and
does not object to such waiver) any and all rights to enforce the provisions of
the Shorting Restrictions against any Qualified Marketmaker (as defined below)
in respect of transactions by such Qualified Marketmaker in respect of Qualified
Securities (as defined below) (i) conducted solely in the ordinary course of its
broker/dealer or market maker business, (ii) accommodating customer orders, and
(iii) not entered into with a view towards establishing directionally biased
positions (including without limitation engaging in arbitrage positions with
respect to the Preferred Stock (as defined in the Investment Agreement)) for the
proprietary account of such Qualified Marketmaker, whether in a proprietary
trading unit or otherwise, provided however that so long as the business unit to
which this letter is addressed maintains the confidentiality of all non-public
information relating to the Debtor that is now in, or in the future comes into,
its possession, using the same standard of confidentiality [name of legal
entity] uses to maintain the confidentiality of its own confidential
information, other proprietary business units of [name of legal entity] shall
not be subject to the provisions of Section 8(f) unless such unit otherwise
acquires shares of the 4.0% Series A Convertible Preferred Stock and 4.0% Series
B Convertible Preferred Stock.

For these purposes, a Qualified Marketmaker means an entity that (i) holds
itself out to the public as standing ready in the ordinary course of its
business to purchase from customers and sell to customers Qualified Securities
(or to enter with customers into long and short positions in derivative
contracts that reference Qualified Securities), in its capacity as a dealer or
market

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(1)    Unless otherwise defined herein, all capitalized terms shall have the
meaning set forth in the Motion.

maker in such Qualified Securities, (ii) in fact regularly makes a two-way
market in such Qualified Securities, and (iii) consistently has filed its U.S.
federal income tax returns on the basis that such business constituted a
securities dealer business within the scope of section 475(a) of the Internal
Revenue Code of 1986, as amended. An entity that is under common control with or
controlled by a Qualified Marketmaker shall be considered a Qualified
Marketmaker for purposes of this waiver (and the limitations to this waiver
expressly provided herein) to the extent it satisfies conditions (i) and (ii) of
the preceding sentence.

For these purposes, the term "Qualified Securities" means (i) New Common Stock
(as defined in the Investment Agreement Term Sheet) and (ii) options, forward
contracts, swaps or other derivative contracts that require the delivery of such
securities, or that require the payment of money determined by reference to the
value or yield of such securities.

The signatories hereby represent that they are duly authorized by their
respective institutions to execute this agreement.

Please acknowledge your acceptance of the above referenced waiver by executing
and signing below. By doing so, you hereby represent to the undersigned, to the
best of your knowledge, that such business unit is, as of the date hereof, the
only entity, division or unit of [name of legal entity] that holds claims
against the Debtor in a proprietary capacity.

Appaloosa Management L.P.


By:
    -----------------------------------
Name:
Title:


Dana Corporation


By:
    -----------------------------------
Name:
Title:


Acknowledged and Accepted:

[Trading unit and name of legal entity]


By:
    -----------------------------------
Name:
Title: