
<PAGE>   1
                                                                    EXHIBIT 10-K
                                                                         1/29/93

                  DANA CORPORATION SUPPLEMENTAL BENEFITS PLAN
                                   ARTICLE I
                                  DEFINITIONS

  1.1. "Benefit Payment Period" means the one of the following that applies to
the particular Employee or Recipient:
     (a)   For an Employee or Recipient who is receiving payments for the
  remainder of a term certain period, Benefit Payment Period means the
  remainder of such term certain period.
     (b)   For an Employee or Recipient who is receiving payments for his or her
  remaining lifetime, the Benefit Payment Period is the Life Expectancy of the
  Employee or Recipient.
     (c)   For an Employee or Recipient who is receiving payments for his or her
  remaining lifetime plus payments for the lifetime of a Contingent Annuitant,
  the Benefit Payment Period is the Life Expectancy of the Employee or
  Recipient plus an additional period to reflect the Life Expectancy of the
  Contingent Annuitant after the death of the Employee or Recipient.
  1.2. "Board" means the Board of Directors of the Company.
  1.3. "Change in Control" means a change in control 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





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date of this Plan; provided that, without limitation, such a change in control
shall be deemed to have occurred if and when (a) 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
Company representing twenty percent (20%) or more of the combined voting power
of the Company's then outstanding securities or (b) during any period of 24
consecutive months, commencing before or after the effective date of this Plan,
individuals who at the beginning of such twenty-four month period were
directors of the Company cease for any reason to constitute at least a majority
of the Board of Directors of the Company.  Notwithstanding anything to the
contrary in this Plan, the term "person" referred to in clause (a) above of
this Section 1.3 shall not include within its meaning, and shall not be deemed
to include, for any purpose of this Plan, any employee benefit plan (or related
trust) sponsored or maintained by the Company or any corporation controlled by
the Company.
  1.4. "Code" means the Internal Revenue Code of 1986, as amended, or as it may
be amended from time to time.
  1.5. "Company" means Dana Corporation, a corporation organized under the laws
of the Commonwealth of Virginia.
  1.6. "Contingent Annuitant" means the person designated to receive retirement
benefits under this Plan following the death of the Employee or a Recipient.





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<PAGE>   3
  1.7. "Credited Service" means "Credited Service" as that term is defined in
the Retirement Income Plan.
  1.8. "Effective Date" means September 1, 1988.
  1.9. "Employee" means an individual who is a participant (including a retired
participant) in a funded, defined benefit pension plan maintained by the
Company, or any successor plan that may be adopted or substituted for such plan
if, and only if, (a) the individual is actually employed by the Company on
September 1, 1988, and (b) the individual is a U.S.-based member of the
long-term awards group as of September 1, 1988, under the Dana Corporation
Additional Compensation Plan.
  1.10.  "Excess Plan" means the Dana Corporation Excess Benefits Plan, as
amended from time to time.
  1.11.  "Highest Average Monthly Earnings" means the sum of
     (a)   the Employee's basic salary (before any reduction as a result of an
  election to have his pay reduced in accordance with a "cafeteria plan" or a
  "cash or deferred arrangement" pursuant to Section 125 or Section 401(k) of
  the Code), and
     (b)   bonuses and incentive payments paid (or that would have been paid, 
  but for a deferral arrangement) to the Employee 
during any 3 calendar years out of the last 10 calendar years of active
employment with the Company prior to retirement in which such sum was the
highest, divided by 36.





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<PAGE>   4
  1.12.  "Life Expectancy" means the expected remaining lifetime based on the
Mortality Table and the age at the  nearest birthday of the Employee or
Recipient at the date the Lump Sum Payment is made.  If a joint and contingent
survivor annuity has been elected, then Life Expectancy shall reflect the joint
Life Expectancies of the Employee or Recipient and Contingent Annuitant.
  1.13.  "Lump Sum Payment" shall be determined as set forth in paragraph (c)
of Section 4.7 of the Plan.
  1.14.  "Mortality Table" shall mean the Unisex Pension 1984 Mortality Table
set forward one year in age (or such other pensioner annuity mortality table as
the Company with the written consent of the Employee or Recipient shall
determine) and the associated Uniform Seniority Table for the determination of
joint life expectancies.
  1.15.  "Net Specified Rate" shall mean the interest rate which will produce
income on a tax free basis that equals the income produced by the Specified
Rate net of the combined highest rates of Federal, state and local income taxes
that are in effect in the jurisdiction of the Employee or Recipient on the date
of payment of the Lump Sum Payment.
  1.16.  "Pension Plan" means the funded, defined benefit pension plan in which
an Employee was participating at the time of his termination of employment (or
retirement) from the Company.





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<PAGE>   5
  1.17.  "Plan" means the "Dana Corporation Supplemental Benefits Plan", as set
forth herein.
  1.18.  "Plan Administrator" means the Plan Administrator appointed under the
Pension Plan.
  1.19.  "Primary Social Security Benefit" means "Primary Social Security
Benefit" as that term is defined by the Retirement Income Plan.
  1.20.  "Retirement Income Plan" means The Dana Corporation Retirement Income
Plan, as in effect on June 30, 1988.
  1.21.  "Specified Rate" means an interest rate equal to 85% of a composite
insurance company annuity rate provided by an actuary designated by the Plan
Administrator (and provided by such actuary as of the last month of the
calendar year next preceding the calendar year in which the distribution is
made), subject to the condition that the interest rate in effect for any such
year may not differ from the rate in effect for the prior year by more than
one-half of one percent, and also subject to the condition that any such rate
shall be rounded to the nearest one- tenth of one percent (and if such rate is
equidistant between the next highest and next lowest one-tenth of one percent,
rounded to the next lowest one-tenth of one percent).
  1.22.  "Temporary Retirement Benefit" means the benefit described in Section
4.1(b)(i)(B) hereof.
  1.23.  "Vesting Service" means "Vesting Service" as that term is defined by
the Retirement Income Plan.





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<PAGE>   6
                                   ARTICLE II
                              PURPOSE OF THE PLAN

  2.1. PURPOSE.  This Plan is adopted effective September 1, 1988, and is
intended to provide supplemental benefits to Employees and their beneficiaries
in addition to any benefits to which such Employees and beneficiaries may be
entitled under other Company-sponsored, funded, defined benefit pension plans
and the Excess Plan.

                                  ARTICLE III
                                  ELIGIBILITY

  3.1. ELIGIBILITY. All Employees and beneficiaries of Employees eligible to
receive retirement benefits from a Pension Plan shall be eligible to receive
benefits under this Plan in accordance with Article IV, regardless of when the
Employee may have terminated employment or retired (except as otherwise
specified by Article IV).

                                   ARTICLE IV
                                    BENEFITS

  4.1. BASIC BENEFITS.
   (a)   An Employee who, on or after September 1, 1988, retires from active
  employment with the Company on or after





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  his 65th birthday, shall be entitled to receive a lump sum benefit that
  is the actuarial equivalent (determined in accordance with Section 4.2
  hereof) of a monthly supplemental benefit equal to the excess (if any) of
         (i) (A)  1.6 percent of the Employee's Highest Average Monthly Earnings
     multiplied by the number of years and fractional parts thereof of his
     Credited Service at the time of retirement, less
         (B)  2 percent of the Employee's Primary Social Security Benefit
     multiplied by the number of years and fractional parts thereof of his
     Credited Service but not more than 50 percent of the Employee's Primary
     Social Security Benefit, over
     (ii) the sum of the monthly benefits he is entitled to receive from all
     Company-sponsored, funded, defined benefit pension plans, and the Excess
     Plan, determined in each case on the basis of the assumption that the
     Employee's benefits under such plans are paid in the form of a single life
     annuity for the life of the Employee, commencing as of the Employee's date
     of retirement under the Pension Plan.





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   (b)   An Employee who, on or after September 1, 1988, retires from
  employment with the Company on or after his 50th birthday, after completing
  10 years of Vesting Service, after the sum of his age and years of Vesting
  Service, both calculated to the nearest month, equal 70 or more, and before
  his 65th birthday, shall be entitled to receive a lump sum benefit that is
  the actuarial equivalent (determined in accordance with Section 4.2 hereof)
  of a monthly supplemental benefit equal to the excess (if any) of
     (i) (A)  the retirement benefit described in Section 4.01(a)(i) hereof,
     plus
         (B)  a Temporary Retirement Benefit equal to the Employee's Primary
     Social Security Benefit, reduced, if applicable, by the actual
     amount of any unreduced Social Security benefit paid to the
     Employee, payable through the month in which the Employee attains
     age 62, provided that if the Employee has less than 25 years of
     Credited Service, the Temporary Retirement Benefit shall be
     prorated based on the proportion of 25 years of Credited Service
     that has been credited to the Employee at the time of his
     retirement; and provided further that





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        (C)  retirement benefits prescribed by paragraph (A), above, and
   Temporary Retirement Benefits prescribed by paragraph (B), above,
   shall not exceed the following limitations:
            I. Temporary Retirement Benefits payable to all Employees, and
               retirement benefits payable to all Employees who participated in
               the Retirement Income Plan as of December 31, 1983, and who had
               attained age 45 as of that date, shall not exceed the percentage
               of such benefits prescribed by the following schedule, based on 
               the Employee's age on the date of retirement:
<TABLE>
<CAPTION>
             Age                           Percentage
             ---                           ----------
             <S>                             <C>
             64                               100%
             63                               100%
             62                               100%
             61                               95%
             60                               90%
             59                               85%
             58                               80%
             57                               75%
             56                               70%
             55                               65%
             54                               60%
             53                               55%
             52                               50%
             51                               45%
             50                               40%
</TABLE>





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<PAGE>   10

         II.  Retirement benefits payable to all Employees who did not
              participate in the Retirement Income Plan on December 31, 1983,
              or who had not attained age 45 as of that date, shall not exceed
              the percentage of such benefits prescribed by the following
              schedule, based on the Employee's age on the date of retirement:
<TABLE>
<CAPTION>
             Age                           Percentage
             ---                           ----------
             <S>                             <C>
             65                               100%
             64                               95%
             63                               90%
             62                               85%
             61                               80%
             60                               75%
             59                               70%
             58                               65%
             57                               60%
             56                               55%
             55                               50%
             54                               45%
             53                               40%
             52                               35%
             51                               30%
             50                               25%

       over
</TABLE>

     (ii) the sum of the monthly benefits he is entitled to receive from all
   Company-sponsored, funded, defined benefit pension plans and the Excess
   Plan, determined in each case on the basis of the assumption that the
   Employee's benefits





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   under such plans are paid in the form of a single life annuity for the life
   of the Employee, commencing as of the Employee's date of retirement under
   the Pension Plan.
   (c)   Subject to the provisions of Section 4.2 hereof, the benefit payable
  pursuant to paragraph (a) or (b) of this Section 4.1, shall be paid in the
  form of a lump sum, payable as of the Employee's date of retirement under the
  Pension Plan.
   (d)   If an Employee dies before the date as of which benefits are scheduled
  to be paid or to commence hereunder, the Employee's surviving spouse (if any)
  shall be entitled to receive a lump sum benefit equal to 100 percent of the
  benefit to which the Employee would have been entitled under paragraph (c),
  above, if the Employee had retired on the date of his death.
   (e)   No benefits shall be paid hereunder with respect to an active Employee
  who is not married on the date of his death.
  4.2. FORM OF BENEFIT PAYMENTS.  An Employee eligible for a benefit under this
Plan shall be entitled to receive his benefit in the form of an immediate lump
sum payment.  However, upon the written request of the Employee, the Treasurer
of the Company may, in his sole discretion, permit such benefit to be paid
instead, concurrently with any benefit that the Employee is entitled to receive
under the Excess Plan,





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<PAGE>   12
pursuant to an optional form of payment that is used for the payment of the
Employee's retirement benefit under the Pension Plan.  Any such written request
must be filed by the Employee with the Treasurer of the Company on or before
the Employee's date of retirement under the Pension Plan.  If the Employee is
the Treasurer of the Company, the duties of the Treasurer of the Company under
this Section 4.2 shall be discharged by the President of the Company.  The
amount of the benefit payable pursuant to any form of payment under this Plan
shall be determined by applying the mortality rates, interest assumptions and
other factors contained in the Retirement Income Plan that would be applicable
to the form of payment payable under this Plan; provided, that if a lump sum
distribution is made hereunder, the amount of the lump sum distribution shall
be equal to the excess of
   (a)   the total lump sum amount that is actuarially equivalent to the
  monthly supplemental benefit prescribed by Section 4.1(a)(i) or Section
  4.1(b)(i), whichever is applicable, calculated on the basis of an interest
  rate equal to 85% of a composite insurance company annuity rate provided by
  an actuary designated by the Plan Administrator (and provided by such actuary
  as of the last month of the calendar year next preceding the calendar year in
  which the distribution is made), subject to the condition that the interest
  rate in effect for any such year may not differ from the rate in effect for
  the





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  prior year by more than one-half of one percent, and also subject to
  the condition that any such rate shall be rounded to the nearest one-tenth of
  one percent (and if such rate is equidistant between the next highest and
  next lowest one-tenth of one percent, rounded to the next lowest one-tenth of
  one percent), and on the basis of the applicable mortality assumption for
  males under the 1971 Group Annuity Mortality Table, over

   (b)   the total lump sum distribution that he is entitled to receive under
  all Company-sponsored, funded, defined benefit pension plans and the Excess
  Plan, determined on the basis of the interest rate and mortality assumptions
  required by the terms of those plans.  Any post- retirement increase in the
  benefits being paid to an Employee under the Pension Plan shall also be
  applied on a comparable basis to any monthly supplemental benefits under this
  Plan.
  4.3. TIME AND DURATION OF BENEFIT PAYMENTS.  Benefits due under the Plan
shall be paid coincident with the payment date of benefits under the Pension
Plan, or at such other time or times as the Plan Administrator in his
discretion determines.  All supplemental benefits payable under this Plan shall
cease as of the first day of the month following the Employee's death, except
that payments may continue to the Employee's spouse or beneficiary following
his death pursuant to an optional form of payment selected under Section 4.2.





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<PAGE>   14
  4.4  BENEFITS UNFUNDED.  The benefits payable under the Plan shall be paid by
the Company each year out of its general assets and shall not be funded in any
manner.  The obligations that the Company incurs under this Plan shall be
subject to the claims of the Company's other creditors having priority as to
the Company's assets.
  4.5  NONALIENABILITY.  Except as to withholding of any tax under the laws of
the United States or any state or locality, no supplemental benefit payable at
any time hereunder shall be subject in any manner to alienation, sale,
transfer, assignment, pledge, attachment or other legal process, or encumbrance
of any kind.  Any attempt to alienate, sell, transfer, assign, pledge or
otherwise encumber any such supplemental benefit, whether currently or
thereafter payable, shall be void.
  4.6  SUCCESSORS TO THE CORPORATION.  This Plan shall be binding upon and
inure to the benefit of any successor or assign of the Company, including,
without limitation, any corporation or corporations acquiring directly or
indirectly all or substantially all of the assets of the Company whether by
merger, consolidation, sale or otherwise (and such successor or assign shall
thereafter be deemed embraced within the term "Company" for the purposes of
this Plan).
  4.7. CHANGE IN CONTROL.  Anything hereinabove in this Article IV or elsewhere
in this Plan to the contrary notwithstanding:





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<PAGE>   15
   (a)   LUMP SUM PAYMENT.  Upon the occurrence of a Change in Control, each
  Employee and each Employee's spouse or beneficiary following his death who
  are receiving benefits under the Plan ("Recipient") shall receive, on account
  of future payments of any and all benefits due under the Plan, a Lump Sum
  Payment, so that each such Employee or Recipient will receive substantially
  the same amount of after-tax income as before the Change in Control,
  determined as set forth in paragraph (c) of this Section 4.7.
   (b)   CERTAIN MATTERS FOLLOWING A LUMP SUM PAYMENT.  An Employee who has
  received a Lump Sum Payment pursuant to paragraph (a) of this Section 4.7
  shall, thereafter (i) while in the employ of the Company, continue to accrue
  benefits under the Plan, and (ii) be eligible to be paid further benefits
  under the Plan, after appropriate reduction in respect of the Lump Sum
  Payment previously received.  For purposes of calculating such reduction, the
  Lump Sum Payment shall be accumulated with interest at the Specified Rate in
  effect from time to time for the period of time from initial payment date to
  the next date on which a computation is to be made (i.e., upon Change in
  Control, retirement, or other termination of employment).  It shall then be
  converted to a straight-life annuity using the current annuity certain
  factor.  The current annuity certain factor will be





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<PAGE>   16
   determined on the Net Specified Rate basis if this benefit payment is being
   made due to a subsequent Change in Control; otherwise, the Specified Rate 
   shall be used.
   (c)   DETERMINATION OF LUMP SUM PAYMENT.  The Lump Sum Payment referred to
  in paragraph (a) of this Section 4.7 shall be determined by multiplying the
  annuity certain factor (for monthly payments at the beginning of each month)
  based on the Benefit Payment Period and the Net Specified Rate by the monthly
  benefit (adjusted for assumed future benefit adjustments due to Social
  Security and Code Section 415 changes in the Pension Plan) to be paid to the
  Employee or Recipient under the Plan.
  4.8. TAXATION.  Notwithstanding anything in the Plan to the contrary, if the
Internal Revenue Service determines that the Participant is subject to Federal
income taxation on an amount in respect of any benefit provided by the Plan
before the distribution of such amount to him, the Company shall forthwith pay
to the Participant all (or the balance) of such amount as is includible in the
Participant's Federal gross income and shall correspondingly reduce future
payments, if any, of the benefit.





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                                   ARTICLE V
                   AMENDMENT, TERMINATION AND INTERPRETATION

  5.1. AMENDMENT AND TERMINATION.  The Company reserves the right, by action of
the Board, to amend, modify or terminate, either retroactively or
prospectively, any or all of the provisions of this Plan without the consent of
any Employee or beneficiary; provided, however, that no such action on its part
shall adversely affect the rights of an Employee and his beneficiaries without
the consent of such Employee (or his beneficiaries, if the Employee is
deceased) with respect to any benefits accrued prior to the date of such
amendment, modification, or termination of the Plan if the Employee has at that
time a non-forfeitable right to benefits under a funded, defined benefit
pension plan sponsored by the Company.

  5.2. INTERPRETATION.  The Plan Administrator shall have the power to
interpret the Plan and to decide any and all matters arising hereunder;
including but not limited to the right to remedy possible ambiguities,
inconsistencies or omissions by general rule or particular decision; provided,
that all such interpretations and decisions shall be applied in a uniform and
nondiscriminatory manner to all Employees similarly situated.  In addition, any
interpretations and decisions made by the Plan Administrator shall be final,





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conclusive and binding upon the persons who have or who claim to have any
interest in or under the Plan.





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