SECOND AMENDMENT TO TAX SHARING AGREEMENT BETWEEN DANA CORPORATION AND DANA CREDIT CORPORATION

Exhibit 99.4

SECOND AMENDMENT TO TAX SHARING AGREEMENT BETWEEN
XXXX CORPORATION AND XXXX CREDIT CORPORATION

This Second Amendment to Tax Sharing Agreement (“Amendment”), dated as of October 15, 2003, is made between Xxxx Corporation (“Dana”) and its indirect, wholly-owned subsidiary Xxxx Credit Corporation (“Credit”);

WHEREAS, Dana and Credit are parties to a Tax Sharing Agreement dated as of March 27, 1986 (as amended by the Amendment dated as of June 28, 2002, but effective as of January 1, 2002 the “Tax Sharing Agreement”); and

WHEREAS, Xxxx and Credit have agreed to modify the Tax Sharing Agreement so that no payment will be made in respect of any current federal tax liability of Credit attributable to any capital gain net income recognized by Credit and its subsidiaries in 2004;

NOW, THEREFORE, Xxxx and Credit agree as follows:

1. Modification of Tax Sharing Agreement.  For the Xxxx consolidated federal income tax group’s taxable year January 1, 2004 through December 31, 2004, all capital gain net income (i.e. the excess of capital gains over capital losses) recognized by Credit and its subsidiaries shall be disregarded for purposes of applying the Tax Sharing Agreement. Accordingly, the determinations of any amount payable by Xxxx to Credit pursuant to Section 4 of the Tax Sharing Agreement, of any amount payable by Credit to Xxxx pursuant to Section 5 of the Tax Sharing Agreement, and of any amount payable by either party to the other pursuant to Section 10 of the Tax Sharing Agreement shall be made without taking into account any capital gain net income of Credit and its subsidiaries for such taxable years. Notwithstanding the foregoing, if any amount treated as capital gain or capital loss by Credit or its subsidiaries for such taxable years [sic] is subsequently determined not to constitute capital gain or capital loss, such redetermination shall be taken into account for purposes of applying Section 10 of the Tax Sharing Agreement.

2. No Other Modification.  Except as modified by the preceding paragraph, all terms of the Tax Sharing Agreement shall remain in full force and effect without modification.

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed by its duly authorized officer as of the date first written above.

XXXX CORPORATION

By: /s/  Xxxxxx X. Xxxxxx

Name: Xxxxxx X. Xxxxxx

Title:  Vice President — Finance

XXXX CREDIT CORPORATION

By: /s/  Xxxxxx Xxxxxx

Name: Xxxxxx Xxxxxx

Title:  CFO, VP and Treasurer