The Nominating and Corporate Governance Committee Charter establishes the purpose, composition, duties, and responsibilities of Dana Holding Corporation's Nominating and Corporate Governance Committee. The Committee is responsible for identifying and recommending new board members, evaluating current directors, overseeing corporate governance policies and board evaluations, and ensuring compliance with regulatory governance requirements. The Committee is composed of at least three independent directors and meets as frequently as needed to fulfill its responsibilities of identifying qualified board candidates, developing governance policies, and advising the board on succession planning and compensation matters.