<DOCUMENT>
<TYPE>EX-99.D
<SEQUENCE>12
<FILENAME>l93742exv99wd.txt
<DESCRIPTION>FORM OF CLIENT LETTER (OF INSTITUTIONS)
<TEXT>
<PAGE>

                                                                    EXHIBIT 99-D

                                DANA CORPORATION

                               OFFER TO EXCHANGE

                     ALL OUTSTANDING 10 1/8% NOTES DUE 2010
                        ($250,000,000 PRINCIPAL AMOUNT)

                                      FOR

                             10 1/8% NOTES DUE 2010
                        ($250,000,000 PRINCIPAL AMOUNT)
          WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933

To Our Clients:

     Enclosed for your consideration is a Prospectus dated             , 2002
(as the same may be amended or supplemented from time to time, the "Prospectus")
and a form of Letter of Transmittal (the "Letter of Transmittal") relating to
the offer (the "Exchange Offer") by Dana Corporation (the "Company") to exchange
up to $250,000,000 aggregate principal amount of its 10 1/8% Notes due 2010
which have been registered under the Securities Act of 1933, as amended (the
"Exchange Notes"), for up to $250,000,000 aggregate principal amount of its
outstanding 10 1/8% Notes due 2010 that were issued and sold in a transaction
exempt from registration under the Securities Act of 1933, as amended (the
"Outstanding Notes").

     The material is being forwarded to you as the beneficial owner of
Outstanding Notes carried by us for your account or benefit but not registered
in your name. A tender of any Outstanding Notes may be made only by us as the
registered holder and pursuant to your instructions. Therefore, the Company
urges beneficial owners of Outstanding Notes registered in the name of a broker,
dealer, commercial bank, trust company or other nominee to contact such
registered holder promptly if they wish to tender Outstanding Notes in the
Exchange Offer.

     Accordingly, we request instructions as to whether you wish us to tender
any or all of the Outstanding Notes held by us for your account, pursuant to the
terms and conditions set forth in the Prospectus and Letter of Transmittal. We
urge you to read carefully the Prospectus and the Letter of Transmittal before
instructing us to tender your Outstanding Notes.

     Your instructions to us should be forwarded as promptly as possible in
order to permit us to tender Outstanding Notes on your behalf in accordance with
the provisions of the Exchange Offer. The Exchange Offer will expire at 5:00
p.m., New York City time, on             , 2002, unless extended (the
"Expiration Date"). Outstanding Notes tendered pursuant to the Exchange Offer
may be withdrawn, subject to the procedures described in the Prospectus, at any
time prior to the Expiration Date.

     Your attention is directed to the following:

          1.  The Exchange Offer is for the exchange of $1,000 principal amount
     at maturity of the Exchange Notes for each $1,000 principal amount at
     maturity of the Outstanding Notes. The terms of the Exchange Notes are
     substantially identical (including principal amount, interest rate,
     maturity, security and ranking) to the terms of the Outstanding Notes,
     except that the Exchange Notes are freely transferable by holders thereof
     (except as provided in the Prospectus).

          2.  THE EXCHANGE OFFER IS SUBJECT TO CERTAIN CONDITIONS. SEE "EXCHANGE
     OFFER -- CONDITIONS" IN THE PROSPECTUS.

          3.  The Exchange Offer and withdrawal rights will expire at 5:00 p.m.,
     New York City time, on             , 2002, unless extended.
<PAGE>

          4.  The Company has agreed to pay the expenses of the Exchange Offer
     except as provided in the Prospectus and the Letter of Transmittal.

          5.  Any transfer taxes incident to the transfer of Outstanding Notes
     from the tendering Holder to the Company will be paid by the Company,
     except as provided in the Prospectus and the Letter of Transmittal.

     The Exchange Offer is not being made to nor will exchanges be accepted from
or on behalf of holders of Outstanding Notes in any jurisdiction in which the
making of the Exchange Offer or the acceptance thereof would not be in
compliance with the laws of such jurisdiction.

     If you wish to have us tender any or all of your Outstanding Notes held by
us for your account or benefit, please so instruct us by completing, executing
and returning to us the instruction form that appears below. The accompanying
Letter of Transmittal is furnished to you for informational purposes only and
may not be used by you to tender Outstanding Notes held by us and registered in
our name for your account or benefit.

                                  INSTRUCTIONS

     The undersigned acknowledge(s) receipt of your letter and the enclosed
material referred to therein in connection with the Exchange Offer of Dana
Corporation relating to $250,000,000 aggregate principal amount of its 10 1/8%
Notes due 2010, including the Prospectus and the Letter of Transmittal.

     This form will instruct you to exchange the aggregate principal amount of
Outstanding Notes indicated below (or, if no aggregate principal amount is
indicated below, all Outstanding Notes) held by you for the account or benefit
of the undersigned, pursuant to the terms and conditions set forth in the
Prospectus and Letter of Transmittal.

     If the undersigned instructs you to tender Outstanding Notes held by you
for the account of the undersigned, it is understood that you are authorized to
make, on behalf of the undersigned (and the undersigned, by its signature below,
hereby makes to you), the representations and warranties contained in the Letter
of Transmittal that are to be made with respect to the undersigned as a
beneficial owner, including but not limited to the representations, that (i) any
Exchange Notes acquired pursuant to the Exchange Offer will be obtained in the
ordinary course of business of the person receiving such Exchange Notes, whether
or not such person is the registered holder, (ii) neither the holder of
Outstanding Notes nor any other person has an arrangement or understanding with
any person to participate in the distribution of such Exchange Notes, (iii) if
the holder is not a broker-dealer, or is a broker-dealer but will not receive
Exchange Notes for its own account in exchange for Outstanding Notes, neither
the holder nor any such other person is engaged in or intends to participate in
the distribution of such Exchange Notes and (iv) neither the holder nor any such
other person is an "affiliate" of the Company within the meaning of Rule 405 of
the Securities Act or, if such holder is an affiliate, that such holder will
comply with the registration and prospectus delivery requirements of the
Securities Act to the extent applicable. By so acknowledging that it will
deliver and by delivering a prospectus meeting the requirements of the
Securities Act in connection with any resale of such Exchange Notes, the
undersigned is not deemed to admit that it is an "underwriter" within the
meaning of the Securities Act.

                                        2
<PAGE>

    AGGREGATE PRINCIPAL AMOUNT OF OUTSTANDING NOTES TO BE EXCHANGED

                 $               NOTES*

                                          --------------------------------------

                                          --------------------------------------
                                          Signature(s)

                                          --------------------------------------
                                          Capacity (full title), if signing in a
                                          fiduciary or
                                          representative capacity

                                          --------------------------------------

                                          --------------------------------------

                                          --------------------------------------
                                          Name(s) and address, including zip
                                          code

                                          Date:
                                          --------------------------------------

                                          --------------------------------------
                                          Area Code and Telephone Number

                                          --------------------------------------
                                          Taxpayer Identification or Social
                                          Security Number

* I (we) understand that if I (we) sign these instruction forms without
  indicating an aggregate principal amount of Outstanding Notes in the space
  above, all Outstanding Notes held by you for my (our) account will be
  exchanged.

                                        3

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