8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 31, 2008

Dana Holding Corporation

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation) 1-1063
(Commission File Number) 26-1531856
(IRS Employer
Identification Number)

4500 Dorr Street, Toledo, Ohio 43615
(Address of principal executive offices) (Zip Code)

(419) 535-4500
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EX-99.1

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Chief Executive Officer and Vice Chairman

On October 31, 2008, Gary L. Convis was appointed Vice Chairman of Dana Holding Corporation (“Dana”) by the Board of Directors effective January 1, 2009. In connection with his appointment, Mr. Convis informed the Board of Directors of Dana that he would resign as Chief Executive Officer and President of Dana effective January 1, 2009. Mr. Convis will remain a member of the Board of Directors.

In connection with Mr. Convis’ resignation, the Board of Directors appointed John M. Devine as Chairman, Chief Executive Officer and President of Dana effective January 1, 2009.

As previous disclosed, Mr. Devine, 64, had been the Executive Chairman of our Board since January 2008 and was Acting Chief Executive Officer beginning February 2008 to April 2008. Mr. Devine retired from General Motors (GM) in 2006. He was the Vice Chairman and Chief Financial Officer of GM from 2001 to 2006. Prior to joining GM, Mr. Devine served as Chairman and Chief Executive Officer of Fluid Ventures, LLC., an internet start-up investment company. Previously, he spent 32 years at Ford Motor Company, where he last served as Executive Vice President and Chief Financial Officer. Mr. Devine is also a board member of Amerigon Incorporated.

Mr. Devine and Dana entered into an Executive Employment Agreement dated April 16, 2008, as previously disclosed. In connection with his appointment as Chief Executive Officer and President, Dana will execute an amendment to this executive employment agreement extending the term of the executive employment agreement an additional year. Under the terms of the amendment to his executive employment agreement, Mr. Devine will be entitled to:

• $1,350,000 annual base salary effective January 1, 2009;

• A one-time cash contract extension award of $1,500,000 payable immediately;

• A 2009 annual target bonus of one hundred fifty percent (150%) of annual base salary;

• A grant of options under Dana’s 2008 Omnibus Incentive Plan to purchase 1,000,000 shares of Dana common stock with an exercise price based on the closing stock price on October 31, 2008 which was the date of grant, vesting ratably over a three (3) year period with a post retirement exercise period equal to the shorter of five (5) years or the remaining option term;

• A grant of 250,000 performance share units under Dana’s 2008 Omnibus Incentive Plan, vesting ratably over a three (3) year period and awarded based on attainment of certain performance goals and targets; and

• A grant of 250,000 restricted stock units under Dana’s 2008 Omnibus Incentive Plan, vesting ratably over a three (3) year period.

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All other terms of Mr. Devine’s executive employment agreement will remain the same. The summary of the amendment to Mr. Devine’s executive employment agreement is qualified in its entirety by reference to the text of the amendment.

Mr. Convis and Dana entered into an Executive Employment Agreement dated April 16, 2008, as previously disclosed. In connection with his appointment as Vice Chairman, Dana will execute an amendment to his executive employment agreement extending the term an additional year. Under the terms of the amendment to his executive employment agreement, Mr. Convis will be entitled to the following:

• $1,000,000 annual base salary effective January 1, 2009;

• A one-time cash contract extension award of $750,000 payable immediately;

• A 2009 annual target bonus of one hundred percent (100%) of his annual base salary;

• A grant of options under Dana’s 2008 Omnibus Incentive Plan to purchase 300,000 shares of Dana common stock with an exercise price based on the closing stock price on October 31, 2008 which was the date of grant, vesting ratably over a three (3) year period with a post retirement exercise period equal to the shorter of five (5) years or the remaining option term;

• A grant of 75,000 performance share units under Dana’s 2008 Omnibus Incentive Plan, vesting ratably over a three (3) year period and awarded based on attainment of certain performance goals and targets; and

• A grant of 75,000 restricted stock units under Dana’s 2008 Omnibus Incentive Plan, vesting ratably over a three (3) year period.

All other terms of Mr. Convis’ executive employment agreement will remain the same. The summary of the amendment to Mr. Convis’ executive employment agreement is qualified in its entirety by reference to the text of the amendment.

Amendment to Chief Administrative Officer Executive Employment Agreement

Dana will execute an amendment to a previously disclosed Executive Employment Agreement dated April 16, 2008 with our Chief Administrative Officer, Robert H. Marcin. Under the terms of the amendment to his executive employment agreement, Mr. Marcin will be entitled to the following:

• $540,000 annual base salary effective January 1, 2009;

• A 2009 annual target bonus of seventy-five percent (75%) of his annual base salary;

• A grant of options under Dana’s 2008 Omnibus Incentive Plan to purchase 125,000 shares of Dana common stock with an exercise price based on the closing stock price on October 31, 2008 which was the date of grant, vesting ratably over

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	a three (3) year period with a post retirement exercise period equal to the shorter of five (5) years or the remaining option term;
•	A grant of 31,250 performance share units under Dana’s 2008 Omnibus Incentive Plan, vesting ratably over a three (3) year period and awarded based on attainment of certain performance goals and targets; and
•	A grant of 31,250 restricted stock units under Dana’s 2008 Omnibus Incentive Plan, vesting ratably over a three (3) year period.

All other terms of Mr. Marcin’s executive employment agreement will remain the same. The summary of the amendment to Mr. Marcin’s executive employment agreement is qualified in its entirety by reference to the text of the amendment.

Item 8.01 Other Events.

On November 3, 2008, Dana issued a press release in connection with the officer appointments by the Board of Directors. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

     (d) Exhibits. The following exhibit is furnished with this report.

Exhibit No.	Description
99.1	Dana Holding Corporation Press Release dated November 3, 2008

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	DANA HOLDING CORPORATION
Date: November 3, 2008	By:	/s/ Marc S. Levin
	Name:	Marc S. Levin
	Title:	Vice President, General Counsel and Secretary

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Exhibit Index

Exhibit No.	Description
99.1	Dana Holding Corporation Press Release dated November 3, 2008

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EX-99.1

Exhibit 99.1

Dana Holding Corporation Sharpens Focus of Leadership Roles

John Devine Appointed to Expanded Role of Chairman and CEO,
Gary Convis Named Vice Chairman; Both Changes Effective January 1, 2009

TOLEDO, Ohio — November 3, 2008 — Dana Holding Corporation (NYSE: DAN) today announced that its Board of Directors has appointed John Devine to the expanded role of chairman and CEO, and named Gary Convis vice chairman. The changes are effective January 1, 2009. The Board has also extended the contracts of both leaders, ensuring that the company’s top executives will continue to guide Dana through 2009.

In the combined role of chairman and CEO, Devine will continue to focus on strategic direction, business improvements, and leadership continuity. As vice chairman, Convis will develop customer partnerships and mentor operational excellence, an area in which he is renowned for his expertise.

“We are pleased to ensure that Dana will continue to benefit from the experience and continuity that John and Gary provide, particularly against the current backdrop of unprecedented industry turbulence,” said Steve Girsky, lead director of the company’s Board of Directors.

Since accepting the role of executive chairman in February 2008, Devine has led the company’s pursuit of improvements in four key areas: rebuilding the management team; jump-starting Dana’s operational capability; addressing strategic issues, including the evaluation of business options and growth opportunities; and focusing on earnings, cash flow, and a strong balance sheet, especially amid the economic downturn.

Convis, who has served as CEO since April, retains executive oversight of the manufacturing-oriented programs he has rolled out across Dana’s global operations. These include the establishment of an Operational Excellence initiative aligning company resources and support infrastructure to create best-in-industry manufacturing operations, and the implementation of the Dana Operating System, a standard set of values, processes, tools, and metrics created to drive improvement in all Dana plants and processes.

“Gary’s efforts as a leader and mentor have contributed to a new mindset and a more disciplined approach within Dana,” Devine said. “He has recruited a talented leadership team with proven experience and set the foundation for significant productivity gains and improved customer quality. His new role will enable him to have a more singular focus on building on the accomplishments and momentum already achieved in our operations.

“Gary also will serve as Dana’s advocate to all of our key customers to demonstrate our commitment to building quality products,” he added.

About Dana Holding Corporation

Dana is a world leader in the supply of axles; driveshafts; and structural, sealing, and thermal-management products; as well as genuine service parts. The company’s customer base includes virtually every major vehicle manufacturer in the global automotive, commercial vehicle, and off-highway markets, which collectively produce more than 70 million vehicles annually. Based in Toledo, Ohio, the company’s operations employ approximately 32,000 people in 26 countries and reported 2007 sales of $8.7 billion. For more information, please visit: www.dana.com.

Media Contact

Chuck Hartlage: (419) 535-4728

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