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                                                                    Exhibit 10-H
                                                                    ------------
                                                                        12/31/96

                                DANA CORPORATION
                            DIRECTORS RETIREMENT PLAN
                            -------------------------

         The objective of this Dana Corporation Directors Retirement Plan
(hereinafter called "Plan") is to recognize the value of a Director's past
service to the Dana Corporation (hereinafter called "Company"), to compensate
for the availability of the Director's knowledge and experience as a resource to
the Company, and to assist the Company in attracting and retaining new
Directors.

         To that end, the outside Directors of the Company shall be entitled to
receive retirement benefits in the amounts and on the terms and conditions set
forth in the following:

         1. Except as otherwise provided in Paragraphs 3, 7, and 10 hereof, each
outside Director who retires between February 18, 1985 and December 31, 1996
shall, upon his retirement from the Board after attaining age 65, be entitled to
receive a monthly retirement payment in the amount hereinafter provided for,
payable on the first day of each month commencing with the month following his
retirement from the Board and continuing through the month in which his death
shall occur, provided that no event shall the aggregate number of payments
exceed the number of months he served as a Director of the Company. For purposes
of this Plan, an "outside Director" shall be defined as a Director of the
Company who is not an employee of the Company and who is not entitled, either
before or after retirement from the Board, to receive employee pension benefits
from the Company or from any of its subsidiaries. Notwithstanding 


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anything else in this Plan to the contrary, no benefits shall be payable to or
accrued on behalf of a Director under this Plan unless the Director was eligible
to receive benefits under this Plan and retired as a Director of the Company
between February 18, 1985 and December 31, 1996.

         2. The monthly retirement payment shall be in an amount equal to 1/12
of the product of 50% times the annual average of the fees and retainers
(exclusive of any fees solely attributable to professional or other consulting
services furnished to the Company independently of his service as a Director)
payable to the Director by the Company (whether on a current or deferred payment
basis) for his services as a member or chairman of the Board or any committee of
the Board, including fees for attendance at any meeting of the Board or any
committee thereof, during his last three full calendar years of service as a
Director. All Plan benefits will be paid in cash.

         3. Subject to the provisions of Paragraph 7 below, in order to be
entitled to any retirement benefits under the Plan, a Director must not
voluntarily terminate (whether by resignation or refusal to stand for
re-election) his service as a Director of the Company for any reason (other than
illness or other incapacity that ends his active business career), or be
involuntarily terminated by reason of any failure of the stockholders to elect
or re-elect the Director to the Board, or otherwise, prior to the Annual
Shareholders Meeting immediately following his 65th birthday. If a Director
voluntarily terminates, or has his service involuntarily terminated, as provided
above, he shall not have any right to receive retirement benefits from the
Company under this Plan unless the provisions of Paragraph 7 apply. An eligible
Director who voluntarily terminates his service as a Director of the Company
prior to such Annual Shareholders Meeting due to illness or other medical
incapacity which ends his active business 



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career will be entitled to receive monthly retirement payments in the amount
provided by Paragraph 2 above, for the number of months provided in Paragraph 1
above and commencing, however, on the first day of the month in which such
Director so terminates his service.

         (a) PRE-RETIREMENT SURVIVORS BENEFIT. If a Director dies prior to his
retirement from the Board, his surviving spouse (if any) shall be entitled to
receive a monthly survivors benefit equal to the monthly benefit which would
have been payable to the Director had he retired on the day prior to his death.
Such monthly survivors benefit shall be paid to the surviving spouse until the
month in which her death shall occur, provided that in no event shall the
aggregate number of such monthly survivor benefit payments exceed the number of
months that the Director served on the Board of the Company. Solely for the
purposes of this paragraph, a deceased Director will be deemed to have been
eligible to receive a retirement benefit from the Plan even though he may not
have obtained age 65 at the time of his death.

         (b) POST-RETIREMENT SURVIVORS BENEFIT. In lieu of a Director's
receiving monthly retirement benefit payments in the form and amount provided in
Paragraphs 1 and 2, a Director may elect to receive a reduced benefit for his
life, with a provision for a survivor's benefit payable to his spouse following
the Director's death. In the event the Director elects to receive his monthly
retirement benefit in the form of a post-retirement survivor annuity, he shall
be entitled to receive the monthly benefits provided in Paragraph 1 for his
life, and following his death, his spouse shall be entitled to receive any
monthly retirement payments that remained payable to the Director at the time of
his death. Such monthly survivors benefit shall be paid to the spouse until the
month in which her death shall occur, provided that in no event shall the
aggregate 



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number of monthly benefit payments made to the Director and his spouse exceed
the number of months that the Director served on the Board of the Company. The
amount of benefits payable to the Director and his spouse pursuant to the
election of a post-retirement survivor form of payment shall be determined by
applying the mortality rates, interest assumptions and other factors prescribed
by the Dana Corporation Retirement Plan that would be applicable to the Director
had he elected a post-retirement joint and survivor form of payment under such
Retirement Plan.

         4. Neither the establishment of, nor the participation or eligibility
for participation of any Director in this Plan, shall be construed to confer any
right of tenure on the part of any Director or any right of nomination,
renomination, election or re-election to the Board of Directors of the Company.
The Company shall not incur any liability for any loss of benefits that might
result under this Plan from any failure of the stockholders to elect or re-elect
any Director to the Board of Directors or any failure of the Board of Directors
to nominate any Director for re-election. Benefits payable under the Plan will
not be funded by the Company, or be transferable or assignable by a Director,
nor shall they be subject to encumbrance, pledge, hypothecation or set-off.

         5. So long as he is receiving any retirement payments from the Company,
each retired Director agrees that the Company may, in its annual report and
other appropriate documents enumerating the Directors of the Company, include
the retired Director with appropriate indication of his retired or emeritus
status.

         6. It is intended that this Plan will operate in addition to, and not
as a replacement for, the Dana Corporation Directors Deferred Fee Plan, and
Directors will still be permitted to defer all or a portion of their fees under
the Directors Deferred Fee Plan without in any way reducing the benefits to
which they are entitled under this Plan. 


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The establishment and operation of this Plan shall not affect in any way the
Directors Deferred Fee Plan, which shall continue in effect in accordance with
its terms as if this Plan had never been established.

         7. This Plan shall be binding upon and inure to the benefit of the
Company and 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);
provided that no assignment by the Company of any of its obligations under this
Plan shall without the written consent of affected participants release the
Company from its obligations hereunder.

         (d) LUMP SUM PAYMENT. Under the occurrence of a "change in control of
the Company", as hereinafter defined, then each Director, each retired Director,
and each spouse of a deceased Director (collectively referred to as "Recipient")
shall receive on account of future payments of any and all benefits accrued
under the Plan, a Lump Sum Payment, so that each such Recipient will receive
substantially the same amount of after-tax income as before the change in
control, determined as set forth in subparagraph (c) below of this Paragraph 7.
Solely for the purpose of calculating the benefit accrual of active outside
Directors under the next preceding sentence, it is to be assumed that the
Directors were entitled to, and did, retire under this Plan at the date of the
change in control of the Company, with a deferred vested benefit commencing at
age 65 for those Directors under age 65 and an immediate retirement annuity for
older Directors. Such Lump Sum Payment shall be made irrespective of whether or
not the Recipient shall, upon or after such change in control, voluntarily or
involuntarily 



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terminate his service as a Director of the Company. The Lump Sum Payment payable
to such Recipient in such event shall be based on the annual average of the fees
and retainers payable to the Director for his services during his last three
full calendar years of service as a Director of the Company prior to the Lump
Sum Payment pursuant to this Paragraph. The amount of each Lump Sum Payment
shall be governed in all other respects by the provisions of this Plan as in
effect on the date of such change in control. No provision of this Paragraph 7
is intended to reduce or duplicate any monthly retirement payment or payments to
which any Recipient may be entitled under any provision of this Plan other than
this Paragraph 7.

         For the purposes of this Paragraph 7, the term "change in control of
the Company" shall mean 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 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 24 month period were Directors of
the Company cease for any reason (other than death, disability or retirement in
accordance with the Company's policy relating to retirement of Directors in
effect on the effective date of this Plan) to constitute at least a majority of
the Board of Directors of the Company. Notwithstanding anything to the contrary
in this Plan, the 




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term "person" referred to in clause (a) above of this Paragraph 7 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.

         (b) CERTAIN MATTERS FOLLOWING A LUMP SUM PAYMENT. A Director who has
received a Lump Sum Payment pursuant to subparagraph (a) of this Paragraph 7
shall, thereafter (i) while serving as a Director 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 a change of control of the
Company, 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 of the Company; otherwise, the Specified Rate shall be used.

         (c) DETERMINATION OF LUMP SUM PAYMENT. The Lump Sum Payment referred to
in subparagraph (a) of this Paragraph 7 shall be determined by multiplying the
annuity certain factor (for monthly payments at the beginning of each month)
based on the Life Expectancy of the Director (but not longer than the number of
months he served as a Director of the Company) and the Net Specified Rate by the
monthly benefit to be paid to the Director under the Plan.


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         (d) DEFINITIONS. The following terms shall have the meaning hereinafter
set forth:

                  (i)  "Life Expectancy" shall mean the expected remaining  
         lifetime (to the nearest integer) based on the Mortality Table and the
         age nearest birthday of the Director at the date the Lump Sum Payment
         is made.

                  (ii) "Lump Sum Payment"  shall be determined as set forth in  
         subparagraph (c) above of this Paragraph 7.

                  (iii) "Mortality Table" shall mean the UP-1984 Table (or such
         other pensioner annuity mortality table as the Company with the written
         consent of the Director shall determine).

                  (iv) "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 Director on the date of payment of the Lump Sum Payment.

                  (v) "Specified Rate" shall mean the interest rate for
         immediate annuities of the Pension Benefit Guaranty Corporation (PBGC)
         in effect on the date of payment of the Lump Sum Payment as set forth
         in Appendix B to Part 2619 of 29 Code of Federal Regulations or such
         successor to such Appendix B as may be in effect on such date. 

         8. This Plan shall be administered by the Advisory Committee of the
Board of Directors. The Advisory Committee of the Board of Directors 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 



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general rule or particular decision; provided, that all such interpretations and
decisions shall be applied in a uniform and nondiscriminatory manner to all
participants similarly situated. In addition, any interpretations and decisions
made by the Advisory Committee of the Board of Directors shall be final,
conclusive and binding upon all persons who have or who claim to have any
interest in or under the Plan.

         9. The obligation of the Company to make or continue payments under
this Plan shall be subject to the condition that the Director or former Director
shall not engage, either directly or indirectly, in any activity which is
competitive with any activity of the Company, it being understood that in the
event of a breach by the Director or former Director of the foregoing condition,
the Company shall not be obligated to make any payment or payments hereunder
coming due subsequent to the occurrence of such breach. The Advisory Committee
of the Board of Directors, upon prior written request of a Director or former
Director, may waive the condition specified above with respect to
non-competition if, based upon all of the relevant circumstances, in the sole
judgment of the Committee, the granting of such waiver is justified.

         10. The Company shall have the right, through its Board of Directors,
at any time to amend or terminate this Plan, provided that any amendment or
termination of the Plan shall be prospective in operation only and shall not
adversely affect any rights of any Director to receive retirement payments on
account of his service as a Director prior to such time unless he shall
expressly consent thereto.

         Pursuant to Resolutions of the Board of Directors adopted on February
10, 1997, the Board has terminated the Plan effective December 31, 1996 with
respect to any current or future outside Director who was not receiving
retirement benefit distributions from the Plan on December 31, 1996. Retired
Directors (or their 



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beneficiaries) who are currently receiving distributions from the Plan will
continue to be eligible to receive distributions in accordance with the terms of
the Plan as in effect on December 30, 1996. The Plan will terminate on December
31, 1996 with respect to Directors who, as of that date, were not currently
receiving benefit distributions under the Plan, and such Directors will have no
right to receive a benefit from the Plan following their retirement from the
Board or other termination of service from the Company.

         11. This Dana Corporation Directors Retirement Plan became effective on
February 18, 1985, and shall cover retirements from the Board between that date
and December 31, 1996.


