
<PAGE>   1
                                                                   Exhibit 10(k)


                   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 from time
to time; 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.

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<PAGE>   2

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.

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 (provided, however, that
         with respect to 1994 and subsequent years' bonus awards under the
         Company's Additional Compensation Plan, only that portion of the
         Employee's bonus award as does not exceed 125% of his base salary will
         be considered) 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.

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.



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<PAGE>   3

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.

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>   4

                                   ARTICLE II
                                   ----------
                               PURPOSE OF THE PLAN
                               -------------------

2.1. PURPOSE. This Plan is adopted effective September 1, 1988, and amended
effective January 1, 1996, 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 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.

(b)      An Employee who, on or after September 1, 1988, retires from employment
         with



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<PAGE>   5

         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

                  (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>                 <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%
</TABLE>

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<PAGE>   6

<TABLE>
<CAPTION>
<S>                              <C>                 <C>
                                 52                  50%
                                 51                  45%
                                 50                  40%
</TABLE>

                         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>                 <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%
</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 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 

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(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, 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 assumptions, interest
rates, 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 the amount determined under paragraph (a),
below, over the amount determined under paragraph (b), below.

(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 using the basis described in
     subparagraph (i) or (ii), below, whichever produces the larger lump sum
     amount:

     (i) the lump sum amount calculated on the basis of the "applicable interest
         rate" (as in effect for the November preceding the calendar year in
         which the calculation is made) and the "applicable mortality table",
         both as defined in Section 417(e) of the Code; or

     (ii)the lump sum amount 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 December 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


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<PAGE>   8

          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.

(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.

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. NO RIGHT TO TRANSFER INTEREST. The Plan Administrator may recognize the
right of an alternate payee named in a domestic relations order to receive all
or a portion of an Employee's benefit under this Plan, provided that (i) the
domestic relations order would be a "qualified domestic relations order" within
the meaning of Section 414(p) of the Code if Section 414(p) were applicable to
the Plan; (ii) the domestic relations order does not purport to give the
alternate payee any right to assets of the Company or its affiliates; and (iii)
the domestic relations order does not purport to give the alternate payee any
right to receive payments under the Plan before the Employee is eligible to
receive such payments. If the domestic relations order purports to give the
alternate payee a share of a benefit to which the Employee currently has a
contingent or nonvested right, the alternate payee shall not be entitled to
receive any payment from the Plan with respect to the benefit unless the
Employee's right to the benefit becomes nonforfeitable. Except as set forth in
the preceding two sentences with respect to domestic relations orders, and
except as required under applicable federal, state, or local laws concerning the
withholding of tax, rights to benefits payable under the Plan are not subject in
any manner to anticipation, 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.

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<PAGE>   9

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:

(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
     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


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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.

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

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<PAGE>   11
                   DANA CORPORATION SUPPLEMENTAL BENEFITS PLAN
                                   APPENDIX A

         A.1 PURPOSE. The purpose of this Appendix A is to provide supplemental
benefits to certain individuals who are not otherwise eligible for benefits
under the Plan. Except to the extent that a contrary rule is expressly set forth
below, capitalized terms used in Appendix A shall have the meaning set forth in
Article I of the Plan, and the benefits provided under Appendix A shall be
subject to the administrative provisions set forth in Sections 4.2 through 4.8
of Article IV and Sections 5.1 and 5.2 of Article V (construed as if the term
"Employee" in those sections referred to an individual who is eligible for a
benefit under this Appendix A).

         A.2 ELIGIBILITY. An individual is eligible for a supplemental
retirement benefit under this Appendix A if the individual meets all of the
following criteria on the date of his retirement from the Company and its
affiliates (or if he meets the criteria in paragraphs (a) through (c) on the
date of a Change in Control, if earlier):

         (a)      The individual is not eligible for a supplemental retirement
                  benefit under any provision of the Plan other than this
                  Appendix A.

         (b)      The individual has reached his 50th birthday and has completed
                  at least 10 years of Vesting Service; and the sum of the
                  individual's age and years of Vesting Service, both calculated
                  to the nearest month, equals 70 or more.

         (c)      The individual is a U.S.-based member of the "A" Group or the
                  "B" Group, as defined by the Compensation Committee of the
                  Board, and is a management employee or a highly-compensated
                  employee.

         (d)      The individual retires on or after January 1, 1996 and before
                  January 1, 2010.

         A.3 AMOUNT OF BENEFIT. The amount of an individual's supplemental
retirement benefit under Appendix A shall be the initial benefit determined
under paragraph (a), multiplied by the percentage specified in paragraph (b),
and reduced as provided in paragraph (c).

         (a)      The individual's initial benefit shall be the normal
                  retirement benefit or early retirement benefit that the
                  individual would have received under the Retirement Income
                  Plan if the provisions of that Plan had remained in effect
                  through the individual's retirement date, with the
                  modification described in the following sentence. For purposes
                  of applying the Retirement Income Plan formula, the
                  individual's "Final Monthly Earnings" shall be the average of
                  his Earnings during the five consecutive calendar 

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<PAGE>   12

                  years out of the last ten years of his active employment
                  with the Company in which the average was the highest.

         (b)      The percentage applied to the individual's initial benefit
                  shall be determined according to the calendar year in which
                  the individual retires, as follows:

<TABLE>
<CAPTION>
                    YEAR IN WHICH INDIVIDUAL RETIRES                     APPLICABLE PERCENTAGE
                    --------------------------------                     ---------------------
<S>                           <C>                                                  <C>
                              1996 - 1999                                          90%
                              2000 - 2004                                          80%
                              2005 - 2009                                          70%
                              After 2009                                           0%
</TABLE>

         (c)      The benefit determined under this Section A.3 shall be
                  calculated as a single-life annuity, and shall be reduced by
                  the sum of the monthly benefits that the individual is
                  entitled to receive from any source listed in subparagraph
                  (i), (ii), or (iii), below, determined in each case on the
                  basis of the assumption that the individual's benefits under
                  such sources are paid in the form of a single-life annuity for
                  the life of the individual, commencing as of the individual's
                  date of retirement under the Pension Plan:

                  (i)   all funded defined benefit pension plans sponsored by 
                        the Company and its affiliates; and

                  (ii)  all unfunded, nonqualified deferred compensation plans
                        sponsored by the Company and its affiliates (including,
                        but not limited to, the Excess Plan), with the sole
                        exception of the Dana Corporation Additional
                        Compensation Plan; and

                  (iii) any supplemental retirement benefit provided under an
                        employment contract, or under any other contract or
                        agreement, between the individual and the Company or
                        any affiliate.

A.4    FORM OF PAYMENT.

         (a)      An individual shall be entitled to receive his benefit under
                  this Appendix A in the manner provided in Section 4.2 of the
                  Plan. If the individual elects to receive a lump sum payment,
                  however, the lump sum payment shall be calculated as provided
                  in paragraph (b), below, rather than as provided in Section
                  4.2 of the Plan.

         (b)      The single-life annuity determined under paragraphs (a) and
                  (b) of Section A.3 shall be converted to a lump sum present
                  value on the basis of the "applicable interest rate" (as in
                  effect for the November preceding 


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<PAGE>   13

                    the calendar year in which the calculation is made) and the
                    "applicable mortality table", both as defined in Section
                    417(e) of the Code. The lump sum determined under the
                    preceding sentence of this Section A.4 shall be reduced by
                    the lump sum present value of all benefits that the
                    individual is entitled to receive from all sources described
                    in paragraph (c) of Section A.3, determined in each case on
                    the basis of the interest rate and mortality assumptions
                    required for lump sum calculations by the terms of those
                    plans or agreements (or, if no such interest rates or
                    mortality assumptions are specified in the plan or
                    agreement, on the basis of the interest rate and mortality
                    assumptions set forth in the first sentence of this
                    paragraph (b)).

A.5 NO PRE-RETIREMENT DEATH BENEFIT. If an individual dies before his benefit
under this Appendix A commences or is paid, no benefit shall be paid to the
individual's surviving spouse or other beneficiary.


                                       13
