Dana Limited Suppliers' Business Conduct Guide

Introduction: Dana Limited is committed to doing business in an ethical manner and with respect for our people and the communities in which they live. We believe that this commitment will benefit our customers and other stakeholders affected by Dana’s activities. For many reasons, it is, quite simply, the right thing to do. We recognize, however, that Dana is but one link in a supply chain to the end user that is long and global. Therefore, it is essential that our suppliers also understand and appreciate the standards of business conduct that are expected of any company that does business with Dana.

This Guide identifies our expectations concerning business conduct that are essential for companies that do business with Dana. We also believe that these Standards will serve to advance the performance of our companies to our mutual benefit. Therefore, compliance with Dana’s Supplier’s Business Conduct Guide is a mandatory component of all of Dana’s purchase contracts.

We appreciate your thorough review of the standards set forth in this Guide. If you have comments or concerns about any of the standards in this Guide, please direct them to Dana's Office of Business Conduct at 419-535-4602.

Respect for People: : We expect that all Dana suppliers will abide by all applicable employment laws. We believe every person should determine for his or herself whether employment by is in his or her best interests. We believe that children under the age of sixteen should not be placed in a position of making this determination. We will not allow the use of any forced or involuntary labor by suppliers who provide goods or services to Dana.

Dana also believes that it suppliers should provide wage and benefit levels to its employees that address the basic needs of people in light of local conditions. We also expect suppliers to abide by all applicable laws related to limits on regular and overtime working hours and compensation. And, we expect our suppliers to respect the right of people to freedom of association in accordance with local laws.

Promote a Safe and Positive Workplace: We believe that a diverse workforce fosters creativity and enthusiasm. We believe our suppliers should encourage a positive and diverse workplace by not tolerating harassment or discrimination, including that involving race, color, religion, gender, age or disability.

Dana also expects its suppliers to provide its employees with a safe and healthy work environment and to abide by all applicable health and safety laws.

Protect our Environment: We expect that our suppliers will abide by all local environmental laws and regulations. In addition, we believe that Dana suppliers should work to minimize waste, prevent pollution, and conserve energy. We also encourage our suppliers to seek external verification concerning their environmental performance, such as through the ISO 14001 certification process.

Product Safety: Dana suppliers are expected to take all reasonable safety measures in connection with the design and manufacture of products it sells to Dana. It is the obligation of every Dana supplier to inform Dana immediately if a valid question concerning safety of a product sold to Dana is found.

Gifts and Favors: Dana will select its suppliers on the basis of total value, including quality, price and services offered. Therefore, suppliers should not give gifts, favors or entertainment to Dana people that is of significant value (greater than $50) or that is inappropriate under the circumstances. While the personal relationships that we form during the course of our business activities are a rewarding aspect of our association, Dana people are not allowed to use these relationships as a basis for making a purchasing source selection. You must respect this expectation and not try to unfairly influence a purchasing source selection through inappropriate gratuities. And, if a Dana person solicits you for a gift or a favor, you should report that matter to the Dana Office of Business Conduct.

Negotiating Fairly and Honestly: Information which you give to Dana during the course of negotiations or otherwise must be accurate. You must not attempt to improperly influence the course of negotiations through any deceptive means. You must abide by all laws and regulations that may affect our business together, including laws related to fair competition and trade practices.

Good Ethics is Good Business: : As we do business together, we believe that adherence to the above principles will serve us well. If you have any questions concerning whether particular conduct related to your supply of goods or services to Dana is appropriate, we invite you bring that matter to the attention of your business contact at Dana. He or she will provide assistance or will seek additional guidance as appropriate. Or, you may also submit questions to ethicshelpline@dana.com

Thank you for your support.

Important Information, (C) 2008 Dana Limited