
<PAGE>   1
                                                                 EXHIBIT 10-I(2)

                                                                        10/18/93
                                TRUST AGREEMENT

  TRUST AGREEMENT, dated October 18, 1993, between Dana Corporation (the
"Grantor") and Society Bank & Trust (the "Trustee").

  WHEREAS, the Grantor maintains for the benefit of certain Directors of the
Grantor the Dana Corporation Director Deferred Fee Plan (the "Plan"), a copy of
which is attached hereto as Exhibit A for the purpose of providing deferred
compensation to participants who have deferred their directors fees under the
Plan, all as set forth in the Plan;

  WHEREAS, the deferred compensation payments under the Plan are not funded or
otherwise secured;

  WHEREAS, pursuant to resolutions adopted by the Board of Directors on October
18, 1993, the Grantor is authorized, with the concurrence of each Beneficiary,
to amend and restate the Trust Agreement entered into between the Grantor, the
Beneficiary and Mark A. Smith, Jr. on April 21, 1992, and to replace it in its
entirety with this amended and restated Trust Agreement dated October 18, 1993;
and

  WHEREAS, the Grantor desires to deposit with the Trustee, subject only to the
claims of the Grantor's general creditors in the event of the Grantor's
Insolvency (as hereinafter defined), such sums of money and other property to
fund wholly or in part such payments as they may become due and payable.

  NOW, THEREFORE, in consideration of the mutual agreements contained herein,
the parties hereto agree as follows:

  1. PURPOSE.  The purpose of this Trust Agreement is to establish a trust (the
"Trust") to provide a vehicle to (a) hold assets as a reserve for the discharge
of the Grantor's obligations to the individual identified in Exhibit B
("Beneficiary") who is entitled to receive deferred director fees under the
Plan, and (b) disburse and distribute those assets as provided hereunder.

  2. DEFINITIONS.

  (a)  "Board of Directors" means the Board of Directors of the Grantor.

  (b)  "Beneficiary" means the individual identified in Exhibit B.  Any
       reference hereunder to a Beneficiary shall expressly be deemed to
       include, where relevant, the beneficiaries of a Beneficiary duly
       identified under the terms of the Plan.  A Beneficiary shall cease to
       have





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       such status once any and all amounts due such Beneficiary under the Plan
       have been satisfied.

  (c)  "Change in Control" means a change in control of the Grantor of a nature
       that would be required to be reported in response to Item 6(e) of
       Schedule 14A of Regulation 14A promulgated under the Securities Exchange
       Act of 1934 as in effect on the effective date of this Trust Agreement;
       provided that, without limitation, such a change in control shall be
       deemed to have occurred if and when (i) any "person" (as such term is
       used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of
       1934) is or becomes a beneficial owner, directly or indirectly, of
       securities of the Grantor representing twenty percent (20%) or more of
       the combined voting power of the Grantor's then outstanding securities
       or (ii) during any period of 24 consecutive months, individuals who at
       the beginning of such twenty-four month period were directors of the
       Grantor cease for any reason to constitute at least a majority of the
       Board of Directors.  Notwithstanding anything to the contrary in this
       Trust Agreement, the term "person" referred to in clause (i) above of
       this Section 2(c) shall not include within its meaning, and shall not be
       deemed to include, for any purpose of this Trust Agreement, any employee
       benefit plan (or related trust) sponsored or maintained by the Grantor
       or any corporation controlled by the Grantor.

  (d)  "Director" means any individual who is a member of the Grantor's Board
       of Directors.

  3. TRUST CORPUS.

  (a)  INITIAL TRUST ESTATE.  The Grantor hereby transfers to the Trustee the
       sum of One Dollar ($1.00).  The Trustee hereby accepts and agrees to
       hold, in trust, such sum plus such other cash and/or property as may be
       contributed by the Grantor in accordance with the provisions of this
       Trust Agreement.  Such cash and/or property shall constitute the trust
       estate and shall be held, managed and distributed as hereinafter
       provided.  The Grantor shall execute any and all instruments necessary
       to vest the Trustee with full title to the property hereby transferred.

  (b)  FUNDING OF THE TRUST.  The Grantor shall contribute to the Trust such
       amounts as the Board of Directors shall from time to time determine, and
       at such time or times as the Board of Directors shall determine.
       Neither Trustee nor any beneficiary shall have any right to compel such
       contributions.





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  (c)  SEGREGATION OF TRUST ASSETS.  The principal of the Trust and any
       earnings thereon shall be held separate and apart from other funds of
       the Grantor and shall be used exclusively for the uses and purposes of
       the Beneficiaries and general creditors of the Grantor as herein set
       forth.  Beneficiaries shall have no preferred claim on, or any
       beneficial ownership interest in, any assets of the Trust.  Any rights
       created under the Plan and this Trust Agreement shall be mere unsecured
       contractual rights of Beneficiaries against the Grantor.  Any assets
       held by the Trust will be subject to the claims of the Grantor's general
       creditors under federal and state law in the event of Insolvency, as
       defined in Section 16.

  4. GRANTOR TRUST.  The Trust is intended to be a trust of which the Grantor
is treated as the owner for federal income tax purposes in accordance with the
provisions of Sections 671 through 679 of the Internal Revenue Code of 1986, as
amended (the "Code").  If the Trustee, in its sole discretion, deems it
necessary or advisable for the Grantor and/or the Trustee to undertake or
refrain from undertaking any actions (including, but not limited to, making or
refraining from making any elections or filings) in order to ensure that the
Grantor is at all times treated as the owner of the Trust for federal income
tax purposes, the Grantor and/or the Trustee will undertake or refrain from
undertaking (as the case may be) such actions.  The Grantor hereby irrevocably
authorizes the Trustee to be its attorney-in-fact for the purpose of performing
any act which the Trustee, in its sole discretion, deems necessary or advisable
in order to accomplish the purposes and the intent of this Section 4.  The
Trustee shall be fully protected in acting or refraining from acting in
accordance with the provisions of this Section 4.

  5. IRREVOCABILITY OF TRUST.  The Trust shall be irrevocable and may not be
amended or terminated by the Grantor in whole or in part; provided, however,
that the Trust may be amended with the express written consent of the
Beneficiary through a written instrument executed by the Trustee and the
Grantor.  Notwithstanding the foregoing, no such amendment shall conflict with
the terms of the Plan or convert the Trust into a revocable Trust.  Except as
provided in Section 16, the Grantor shall have no right or power to direct the
Trustee to return to the Grantor or to divert to others any of the Trust assets
before all payment of Plan benefits have been made to Beneficiaries pursuant to
the terms of the Plan.

  6. INVESTMENT OF TRUST ASSETS.  Until the Trustee has distributed all of the
assets of the Trust in accordance with the terms hereof, the Trustee shall hold
and invest the trust assets as provided in Section 9.  During the term of the
Trust, all income





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received by the Trust, net of expenses and taxes, shall be accumulated and
reinvested.


  7. DISTRIBUTION OF TRUST ASSETS.

  (a)  The Grantor shall, within five business days after the end of each
       calendar quarter, give written notice to the Beneficiary and the Trustee
       of the Beneficiary's accrued benefit under the Plan on such last day
       and, if a method of distribution thereof shall have been determined,
       such method and the date or dates upon which payments are due to the
       Beneficiary under the Plan.  The Trustee shall be fully protected in
       relying upon any such notice until a subsequent notice shall have been
       filed with it, which subsequent notice shall not have been objected to
       by the Beneficiary.

  (b)  The entitlement of a Beneficiary to benefits under the Plan shall be
       determined by Grantor or such party as it shall designate under the
       Plan, and any claim for such benefits shall be considered and reviewed
       under the procedures set out in the Plan.

  (c)  On the fifth business day after each date on which the Beneficiary is
       entitled to receive a payment under the Plan, the Trustee shall make
       such payment to the Beneficiary from the Trust; provided, however, that
       the Trustee shall not make any such payment if the Grantor shall have
       theretofore given to the Trustee proof, in form and substance
       satisfactory to the Trustee, that the Grantor has made such payment
       under the Plan.  To the extent that the Trust shall not have sufficient
       assets to make any such payment, the Trustee shall not be liable to the
       Beneficiary with respect thereto.  Except to the extent that the Trustee
       shall have actual knowledge to the contrary, theTrustee shall be fully
       protected in relying upon a written notice from the Beneficiary to the
       effect that the Beneficiary is entitled to a payment under the Plan and
       with respect to the amount thereof.

  (d)  Notwithstanding any provision of this Trust Agreement to the contrary,
       the Trustee shall make payments hereunder before such payments are
       otherwise due if it determines, based on a change in the tax or revenue
       laws of the United States of America, a published ruling or similar
       announcement issued by the Internal Revenue Service, a regulation issued
       by the Secretary of the Treasury or his delegate, a decision by a court
       of competent jurisdiction involving a Beneficiary, or a closing
       agreement involving a Beneficiary made under Section 7121 of the Code
       that is approved by the Commissioner, that a Beneficiary has





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       recognized or will recognize income for state or federal income tax
       purposes with respect to amounts that are or will be payable to him
       under the Plan before they otherwise would be paid to him.

  (e)  Unless a Beneficiary furnishes documentation in form and substance
       satisfactory to the Trustee that no withholding is required with respect
       to a payment to be made to him from the Trustee, the Trustee may deduct
       from any such payment any federal, state or local taxes required by law
       to be withheld by the Trustee.

  (f)  The Trustee shall provide the Grantor with written confirmation of the
       fact and time of any commencement of payments hereunder within 10
       business days after any payments commence to a Beneficiary.

  (g)  The Trustee shall be fully protected in making or refraining from making
       any payment or any calculations in accordance with the provisions of
       this Section 7.

  (h)  In the event of the death of a Beneficiary, a condition of the Trustee's
       obligation to make payment to the executors or administrators of the
       Beneficiary's estate shall be the delivery to the Trustee of letters
       testamentary, tax waivers and such other documents as the Trustee may
       reasonably determine.

  8.  TERMINATION OF THE TRUST AND REVERSION OF TRUST ASSETS.  The Trust shall
not terminate until the date on which the Beneficiary is no longer entitled to
benefits pursuant to the terms of the Plan.  Upon termination of the Trust, any
assets remaining in the Trust shall be returned to the Grantor.

Upon written approval of the Beneficiary entitled to payment of benefits
pursuant to the terms of the Plan, the Grantor may terminate this Trust prior
to the time all benefit payments under the Plan have been made.  All assets in
the Trust at termination shall be returned to the Grantor.

  9. POWERS OF THE TRUSTEE.  To carry out the purposes of the Trust and subject
to any limitations herein expressed, the Trustee is vested with the following
powers until final distribution of the Trust assets, in addition to any powers
now or hereafter conferred by law affecting the trust or estate created
hereunder.  In exercising such powers, the Trustee shall act in a manner
reasonable and equitable in view of the interests of the Beneficiary and in a
manner in which persons of ordinary prudence, diligence, discretion and
judgment would act in the management of their own affairs.





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  (a)  RECEIVE AND RETAIN PROPERTY.  To receive and retain any property
       received at the inception of the Trust or at any other time, whether or
       not such property is unproductive of income or is property in which the
       Trustee personally is interested or in which the Trustee owns an
       undivided interest in any other trust capacity.  In no event may the
       Trustee invest in securities (including stock or rights to acquire
       stock) or obligations issued by the Grantor, other than a de minimis
       amount held in common investment vehicles in which the Trustee invests.

  (b)  DISPOSE OF ASSETS.  To dispose of any Trust asset for cash, at public or
       private sale to satisfy any obligation created under the Plan.

  (c)  POWERS RESPECTING SECURITIES.  To have all the rights, powers,
       privileges and responsibilities of an owner of securities, including,
       without limiting the foregoing, the power to vote, to give general or
       limited proxies, to pay calls, assessments, and other sums; to assent
       to, or to oppose, corporate sales or other acts; to participate in, or
       to oppose, any voting trusts, pooling agreements, foreclosures,
       reorganizations, consolidations, mergers and liquidations, and, in
       connection therewith, to give warranties and indemnifications and to
       deposit securities with and transfer title to any protective or other
       committee; to exchange, exercise or sell stock subscription or
       conversion rights; and, regardless of any limitations elsewhere in this
       instrument relative to investments by the Trustee, to accept and retain
       as an investment hereunder any securities received through the exercise
       of any of the foregoing powers.  All rights associated with the assets
       of the Trust shall be exercised by the Trustee or the person designated
       by the Trustee, and shall in no event be exercisable by or rest with the
       Beneficiary.

  (d)  ADVANCE MONEY.  To advance money for the protection of the Trust, and
       for all expenses, losses and liabilities sustained or incurred in the
       administration of the Trust or because of the holding or ownership of
       any Trust assets, for which advances, with interest, the Trustee has a
       lien on the Trust assets as against the Beneficiary and in the event
       such assets are not sufficient, a lien against the assets of the
       Grantor, provided, however, that until funding of the Trust as provided
       in Section 3(b), it is the intention of the Grantor and the Trustee that
       statements for the costs of administration of the Trust shall be
       submitted to and paid by the Grantor in the normal course of business.





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  (e)  PAY, CONTEST OR SETTLE CLAIMS.  To pay, contest, or settle any claim by
       or against the Trust by compromise, arbitration or otherwise; to
       release, in whole or in part, any claim belonging to the Trust to the
       extent that the claim is uncollectible.  Notwithstanding the foregoing,
       the Trustee may pay or settle a claim asserted against the Trust by the
       Grantor only if it is compelled to do so by a final order of a court of
       competent jurisdiction.

  (f)  LITIGATE.  To prosecute or defend actions, claims or proceedings
       pertaining to funding of the Trust and the protection of Trust assets and
       of the Trustee in the performance of its duties.

  (g)  EMPLOY ADVISERS AND AGENTS.  To employ persons, corporations or
       associations, including attorneys, auditors, investment advisers or
       agents, even if they are associated with the Trustee, to advise or
       assist the Trustee in the performance of its administrative duties; to
       act without independent investigation upon such recommendations.

  (h)  USE CUSTODIAN.  If no bank or trust company is acting as Trustee
       hereunder, the Trustee may appoint a bank or trust company to act as
       custodian (the "Custodian") for securities and any other Trust assets.
       Any such appointment shall terminate when a bank or trust company begins
       to serve as the Trustee hereunder.  The Custodian shall keep the
       deposited property, collect and receive the income and principal, and
       hold, invest, disburse or otherwise dispose of the property or its
       proceeds (specifically including selling and purchasing securities, and
       delivering securities sold and receiving securities purchased) upon the
       order of the Trustee.

  (i)  EXECUTE DOCUMENTS.  To execute and deliver all instruments which will
       accomplish or facilitate the exercise of the powers vested in the
       Trustee.

  (j)  GRANT OF POWERS LIMITED.  Except as otherwise provided in Sections 5 and
       16 hereof, the Trustee shall have, without exclusion, all powers
       conferred on the Trustee by applicable law, unless expressly provided
       otherwise herein, PROVIDED, HOWEVER, that if an insurance policy is held
       as an asset of the Trust, the Trustee shall have no power to name a
       beneficiary of the policy other than the Trust, to assign the policy (as
       distinct from conversion of the policy to a different form) other than
       to a successor Trustee, or to loan to any person the proceeds of any
       borrowing against such policy.





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<PAGE>   8
       Notwithstanding any powers granted to the Trustee pursuant to this Trust
       Agreement or under applicable law, the Trustee shall not have any power
       that could give this Trust the objective of carrying on a business and
       dividing the gains therefrom within the meaning of Section 301.7701-2 of
       the Procedure and Administrative Regulations promulgated pursuant to the
       Internal Revenue Code.

       The Trustee expressly is prohibited from exercising any powers vested in
       it primarily for the benefit of the Grantor rather than for the benefit
       of the Beneficiary.  The Trustee shall not have the power to purchase,
       exchange, or otherwise deal with or dispose of the assets of the Trust
       for less than adequate and full consideration in money or money's worth.

  (k)  DEPOSIT OR INVEST ASSETS.

   (1)   To deposit Trust assets in commercial, savings or savings and loan
         accounts (including such accounts in a corporate Trustee's banking
         department) or so called "money market funds" and to keep such portion
         of the Trust assets in cash or cash balances as the Trustee may, from
         time to time, deem to be in the best interests of the Trust, without
         liability for interest thereon.

   (2)   To invest Trust assets in investment quality fixed income securities
         having a Standard & Poors rating of "A" or above.

  (l)  COMMINGLING ASSETS.  To commingle assets of this Trust with the assets
       of any other "rabbi" or similar trust set up for the benefit of the
       Directors of the Grantor.

  10.  RESIGNATION OR REMOVAL OF TRUSTEE.  The Trustee may resign at any time
other than following a Change in Control upon six (6) months' prior written
notice to the Grantor, or such shorter period as is acceptable to the Grantor.
After a Change in Control, the Trustee may resign only under one of the
following circumstances:

  (a)  The Trustee is no longer in the business, or is actively in the process
       of removing itself from the business, of acting as trustee for employee
       benefit plans.

  (b)  The Trustee determines that a conflict of interest exists which would
       prohibit it from fulfilling its duties under this Trust Agreement in an
       ethically proper manner, and a law firm (appointed by the President of
       the Bar Association of Toledo, Ohio) concurs with the Trustee.





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       The Trustee shall use its best efforts to avoid the creation of such a
       conflict.  The decision of such law firm shall be binding, but may be
       appealed in the same manner, and under the same conditions, as if it were
       made by an arbitrator.

  (c)  The assets of the Trust have been exhausted or are insufficient to pay
       accrued and reasonably anticipated fees and expenses of the Trustee
       hereunder, the Grantor has refused voluntarily to pay the Trustee's
       accrued fees and expenses as required pursuant to Sections 11 and 17(h),
       and the Trustee has been unsuccessful in obtaining a court order
       requiring the Grantor to make such payments or has been unable to
       collect on a judgment for such fees and expenses.

  Notwithstanding the above, the Trustee may resign for reasons set forth in
(a) or (b) only if it has obtained the agreement of a bank with assets in
excess of $1 billion and net worth in excess of $100 million to replace it as
Trustee under the terms of this Trust Agreement.  The law firm decision
rendered under (b), if that is the reason for the Trustee's resignation, may
expressly excuse the Trustee from this requirement.  In any event, the Trustee
shall continue to be custodian of the Trust assets until the new Trustee is in
place, and the Trustee shall be entitled to expenses and fees through the later
of the effective date of its resignation as Trustee and the end of its
custodianship of the Trust assets.

  The Grantor, by action of the Board of Directors, may, other than after a
Change in Control, remove the Trustee, upon 60 days prior written notice to the
Trustee, or upon shorter notice if acceptable to the Trustee.  The Grantor may
not remove the Trustee after a Change in Control.  In the event it resigns or
is removed, the Trustee shall provide the Grantor with an accounting, as
provided in Section 14 hereof.

  Each successor trustee shall have the powers and duties conferred upon the
Trustee in this Trust Agreement, and the term "Trustee" as used in this Trust
Agreement shall be deemed to include any successor Trustee.  Upon designation
or appointment of a successor trustee, the trustee shall transfer and deliver
the Trust to the successor trustee, reserving such sums as the Trustee shall
deem necessary to defray its expenses in settling its accounts, to pay any of
its compensation due and unpaid and to discharge any obligation of the Trust
for which the Trustee may be liable.  If the sums so reserved are not
sufficient for these purposes, the Trustee shall be entitled to recover the
amount of any deficiency from either the Grantor or the successor trustee, or
both.  When the Trust shall have been transferred and delivered to the
successor trustee and an accounting provided in accordance with Section 14
hereof, the Trustee shall be released and discharged from all further
accountability or liability for the Trust and





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shall not be responsible in any way for the further disposition of the Trust or
any part thereof.

  11.  TRUSTEE'S COMPENSATION.  The Trustee shall be entitled to receive as
compensation for its services hereunder the compensation as negotiated and
agreed to by the Grantor and the Trustee.  Such compensation shall be paid by
the Grantor.


  12.  TRUSTEE'S CONSENT TO ACT AND INDEMNIFICATION OF THE TRUSTEE.  The
Trustee hereby agrees and consents to act as Trustee hereunder.  The Grantor
agrees to indemnify the Trustee and hold it harmless from and against all
claims, liabilities, legal fees and expenses that may be asserted against it,
otherwise than on account of the Trustee's own bad faith, gross negligence or
willful misconduct (as found by a final judgment of a court of competent
jurisdiction) by reason of the Trustee's taking or refraining from taking any
action in connection with the Trust, whether or not the Trustee is party to a
legal proceeding or otherwise.  The Trustee shall carry out the provisions of
the Trust Agreement and shall not, in the absence of bad faith, gross
negligence or willful misconduct, be responsible or accountable for errors of
judgment which result in loss or damage to the Trust fund.

  13.  PROHIBITION AGAINST ASSIGNMENT.  The Beneficiary shall not have any
preferred claim on, or any beneficial ownership interest in, any assets of the
Trust before such assets are paid to the Beneficiary as provided in Section 7,
and all rights of the Beneficiary created under the Trust and the Plan shall be
unsecured contractual rights of the Beneficiary against the Grantor.  No part
of, or claim against, the assets of the Trust may be assigned, anticipated,
alienated, encumbered, garnished, attached, or in any other manner disposed of
by the Beneficiary, and no such part or claim shall be subject to any legal
process or claims of creditors of the Beneficiary.

  14.  ANNUAL ACCOUNTING.  The Trustee shall keep accurate and detailed
accounts of all investments, receipts and disbursements and other transactions
hereunder, and, within ninety days following the close of each calendar year or
the Trustee's resignation, removal or termination of the Trust as provided
herein, the Trustee shall render a written account of its administration of the
Trust to the Grantor by submitting a record of receipts, investments,
disbursements, distributions, gains, losses, assets on hand at the end of the
accounting period and other pertinent information, including a description of
all securities, investments, and other assets purchased and sold during such
calendar year.

  15.  NOTICES.  Any notice of instructions required under any of the
provisions of this Trust Agreement shall be deemed effectively given only if
such notice is in writing and is delivered personally or by certified or
registered mail, return





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<PAGE>   11
receipt requested and postage prepaid, addressed to the addresses as set forth
below of the parties hereof.  The addresses of the parties are as follows:

  (i)  The Grantor:

       Dana Corporation
       4500 Dorr Street
       Toledo, Ohio  43615


  (ii) The Trustee:

       Society Bank & Trust
       P.O. Box 10099
       Toledo, Ohio  43699

  The Grantor or Trustee may at any time change the addresses to which notices
are to be sent to them by giving written notice thereof in the manner provided
above.

  16.  ASSETS SUBJECT TO CREDITORS' CLAIMS.  The rights of the Beneficiary
hereunder are limited to those rights of a general and unsecured creditor of
the Grantor.

  Grantor shall be considered "Insolvent" for purposes of this Trust Agreement
if (a) Grantor is unable to pay its debts as they mature, or (b) Grantor is
subject to a pending proceeding as a debtor under the Bankruptcy Code, 11
U.S.C. Section 101 et. seq.

  At all times during the continuance of this Trust, the principal and income
of the Trust shall be subject to claims of general creditors of the Grantor as
hereinafter set forth; and at any time the Trustee has actual knowledge, or has
determined, that Grantor is Insolvent, the Trustee shall deliver any
undistributed principal and income in the Trust as a court of competent
jurisdiction may direct to satisfy such claims.  The Board of Directors and the
President of the Grantor shall have the duty to inform the Trustee of the
Grantor's Insolvency.  If the Grantor or a person claiming to be a creditor of
the Grantor alleges in writing to the Trustee that the Grantor has become
Insolvent, the Trustee shall independently determine, within thirty (30) days
after receipt of such notice, whether the Grantor is Insolvent.  Pending such
determination, the Trustee shall discontinue any payments of benefits that are
provided pursuant to Section 7 hereof, shall hold the Trust assets for the
benefit of the Grantor's general creditors, and shall resume payments of
benefits that are provided pursuant to Section 7 hereof, only after the Trustee
has determined that the Grantor is not Insolvent (or is no longer Insolvent, if
the Trustee initially determined the Grantor to be Insolvent).  Unless the
Trustee has actual knowledge of the Grantor's Insolvency, the Trustee shall
have no duty to inquire





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<PAGE>   12
whether the Grantor is Insolvent.  The Trustee may in all events rely on such
evidence concerning the Grantor's solvency as may be furnished to the Trustee
that will give the Trustee a reasonable basis for making a determination
concerning the Grantor's solvency.  Nothing in this Trust Agreement shall in
any way diminish any rights of any person having rights with respect to the
Plan benefits that are provided pursuant to Section 7 hereof, to pursue his
rights as a general creditor of the Grantor with respect to the benefits that
are provided pursuant to Section 7 hereof, or otherwise.

  If the Trustee discontinues payment of the benefits that are provided
pursuant to Section 7 hereof from the Trust pursuant to this Section 16 and
subsequently resumes such payments, the first payment following such
discontinuance shall include (c) the aggregate amount of all payments that
would have been made during the period of discontinuance, less (d) the
aggregate amount of payments made by the Grantor in lieu of the payments
provided for hereunder during any such period of discontinuance.

  17.  MISCELLANEOUS PROVISIONS.

  (a)  This Trust Agreement shall be governed by and construed in accordance
       with the laws of the State of Ohio applicable to contracts made and to
       be performed therein and the Trustee shall not be required to account in
       any court other than one of the courts of that state.

  (b)  All section headings herein have been inserted for convenience of
       reference only and shall in no way modify, restrict or affect the
       meaning or interpretation of any of the terms or provisions of this
       Trust Agreement.

  (c)  This Trust Agreement is intended as a complete and exclusive statement
       of the agreement of the parties hereto, supersedes all previous
       agreements or understandings among them and may not be modified or
       terminated orally.

  (d)  The term "Trustee" shall include any successor Trustee.

  (e)  If the Trustee or Custodian hereunder is a bank or trust company, any
       corporation resulting from any merger, consolidation or conversion to
       which such bank or trust company may be a party, or any corporation
       otherwise succeeding generally to all or substantially all of the assets
       or business of such bank or trust company, shall be the successor to it
       as Trustee or Custodian hereunder, as the case may be, without the
       execution of any instrument or any further action on the part of any
       party hereto.





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<PAGE>   13
  (f)  If any provision of this Trust Agreement shall be invalid and
       unenforceable, the remaining provisions hereof shall subsist and be
       carried into effect.

  (g)  This Trust Agreement shall be binding upon and inure to the benefit of
       the Grantor and any successor of the Grantor, including, without
       limitation, any corporation or corporations acquiring, directly or
       indirectly, 50% or more of the outstanding securities of the Grantor, or
       all or substantially all of the assets of the Grantor, whether by
       merger, consolidation, sale or otherwise (and such successor shall
       thereafter be deemed embraced within the term the "Grantor" for the
       purposes of this Trust Agreement), but shall not otherwise be assignable
       by the Grantor.

  (h)  Any and all taxes, expenses, and costs of litigation relating to or
       concerning the adoption, administration and termination of the Trust
       shall be borne and promptly paid by the Grantor; provided, however,
       that, to the extent such taxes, expenses and costs relating to the Trust
       are due and owing and are not paid by the Grantor, and do not in the
       aggregate exceed $100, they shall be charged against and paid from the
       Trust, and the Grantor shall reimburse the Trust for any such payment
       made from the Trust within 30 days of the Grantor's receipt of written
       notice from the Trustee that such payment was made.

  (i)  Whenever used herein, and to the extent appropriate, the masculine,
       feminine or neuter gender shall include the other two genders, the
       singular shall include the plural and the plural shall include the
       singular.

  IN WITNESS WHEREOF, the parties hereto have executed this TRUST AGREEMENT as
of this 18th day of October, 1993.

<TABLE>
<CAPTION>
Attest:                        GRANTOR:
<S>                            <C>
   Mark A. Smith, Jr.          DANA CORPORATION
- ---------------------------                    


                               BY:  Martin J. Strobel        
                               ----------------------------


                               TITLE:VP - General Counsel &  
                               ----------------------------
                               Secretary               
                               ----------------------------
</TABLE>





                                       33
<PAGE>   14
<TABLE>
<CAPTION>
Attest:                        Trustee:
<S>                            <C>
    Laurie Edmondson           Philip H. Wolf,               
- ---------------------------    ------------------------------
                               Philip H. Wolf, Vice President

    Naomi V. Venia             William J. Blosky                 
- ---------------------------    ------------------------------     
                               William J. Blosky, Assistant Vice President
</TABLE>





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