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                                                               Exhibit 10-J(7)

                                                                       2/12/96



                   Amendment No. 2, Dated February 12, 1996 to
                    Agreement Dated December 14, 1992 Between
                    Dana Corporation and Southwood J. Morcott
                    -----------------------------------------

         WHEREAS, the parties have entered into an Agreement dated December 14,
1992 (the "Agreement"); and

         WHEREAS, the parties have agreed to make an amendment to the Agreement;

         NOW, THEREFORE, in consideration of the mutual covenants contained
herein, and other good and valuable consideration from each party to the other,
it is hereby mutually agreed by the parties that, effective February 12, 1996:

         1.       The first two paragraphs of Section 2(a) are amended to read 
                  in their entirety, as follows:

                  "(a) POSITION. It is contemplated that during the Change of
                  Control Period (as defined in Section 12(d), below), the
                  Executive will continue to serve as a principal officer of the
                  Corporation and as a member of its Board of Directors if
                  serving as a member of the Board of Directors immediately
                  prior to the Change of Control Date, with the office(s) and
                  title(s), reporting responsibility, and duties and
                  responsibilities of the Executive immediately prior to the
                  Change of Control Date. The Executive hereby agrees that at
                  any time prior to the Change of Control Date, the Board of
                  Directors of the Corporation (or the individual to whom the
                  Executive reports) may, without the Executive's consent,
                  change the Executive's office(s), title(s), reporting
                  responsibility, and duties or responsibilities.

                           The office(s), title(s), reporting responsibility,
                  duties and responsibilities of the Executive on the date of
                  this Agreement, as the same may be changed from time to time
                  after the date of this Agreement in accordance with the
                  provisions of the previous paragraph, shall be summarized in
                  Exhibit A to this Agreement, it being understood and agreed
                  that if, as and when the office(s), title(s), reporting
                  responsibility, duties or responsibilities of the Executive

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                  shall be so changed after the date of this Agreement, Exhibit
                  A shall be deemed to be, and shall be updated by the parties
                  to reflect such change; PROVIDED, HOWEVER, that Exhibit A is
                  intended only as a memorandum for the convenience of the
                  parties and shall be disregarded if, and to the extent that,
                  Exhibit A shall fail to reflect accurately the office(s),
                  title(s), reporting responsibility, duties or responsibilities
                  of the Executive as so changed after the date of this
                  Agreement because the parties shall have failed to update
                  Exhibit A as aforesaid."

         2.       Amend Section 3(j)(iii) to read, in its entirety, as follows:

                  "(iii) The Executive may elect to receive payment of the
                  supplemental retirement annuity provided by this Section 3(j),
                  under a joint and survivor or any other optional method of
                  payment available under the Dana Corporation Retirement Plan,
                  including, without limitation, any deferment in the time of
                  payment thereof. The amount of the benefit payable pursuant to
                  any form of payment under this Section 3(j) shall be
                  determined by applying the mortality assumptions, interest
                  rates, and other factors contained in the Dana Corporation
                  Retirement Plan that would be applicable to the form of
                  payment elected by the Executive (subject, however, to any
                  actuarial factor that may apply as a result of the operation
                  of Section 3(i)); PROVIDED THAT, if a lump sum distribution is
                  made hereunder, the amount of the lump sum distribution shall
                  be actuarially equivalent to the monthly benefit prescribed by
                  Section 3(j)(ii), calculated using the basis described in
                  subparagraph (1) or (2), below, whichever produces the larger
                  lump sum amount:

                           (1)   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 Internal Revenue Code;
                                 or

                           (2)   the lump sum amount calculated on the basis of
                                 the actuarial equivalent factor used to convert
                                 the Executive's Earned Benefit Account into a
                                 life annuity under the Dana Corporation
                                 Retirement Plan at the time the calculation is
                                 made, subject to any lump sum discount factor
                                 that might apply as a result of the operation
                                 of Section 3(i) of this Agreement.


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                  If it is determined that the Executive is subject to federal
                  income taxation on an amount in respect of the supplemental
                  retirement annuity prior to the distribution of all of such
                  amount to him, the Corporation shall forthwith pay to the
                  Executive all (or the balance) of such amount as is includable
                  in the Executive's federal gross income and correspondingly
                  reduce future payments, if any, of the supplemental retirement
                  annuity."

         Except as hereinabove amended, all provisions of the Agreement shall
continue in full force and effect.

         IN WITNESS WHEREOF, the parties hereto have executed this Amendment No.
2 as of February 12, 1996.

                                   DANA CORPORATION

                                   By:  /s/   Martin J. Strobel
                                        ---------------------------------
                                        Secretary

                                   By:  /s/   Theodore B. Sumner, Jr.
                                        ---------------------------------
                                        Chairman - Compensation Committee

ATTEST:

   /s/   Sue A. Griffin                 /s/   Southwood J. Morcott
   -------------------------            ---------------------------------
                                        Asst. Secretary    Southwood J. Morcott

