
<PAGE>   1
                                                                 Exhibit 10-A(2)



                    SECOND AMENDMENT TO THE DANA CORPORATION
                          ADDITIONAL COMPENSATION PLAN



     Pursuant to Resolutions of the Corporation's Board of Directors adopted on
December 12, 1995,  the Dana Corporation Additional Compensation Plan (the
"Plan") is hereby amended, effective January 1, 1996, as follows:

1.   Amend the first four sentences of the sixth paragraph of Section 5A of
     the Dana Corporation Additional Compensation Plan ("Plan") to read in
     their entirety as follows:

                       "Each Participant may convert, in any
                  percentage increment or dollar amount, any
                  or all of the units credited to his Stock
                  Account into  an equivalent dollar balance
                  in the Interest Equivalent Account.
                  Effective January 1, 1996, these
                  election(s) can be made at any time within
                  five years following the participant's
                  retirement or termination of service, and
                  shall be effective  on the day the
                  election is received by the Corporation.
                  Any election made under this paragraph
                  shall be given in writing to the Chief
                  Financial Officer of the Corporation."






