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                                                                 Exhibit 10-J(8)
                                                                 ---------------
                                                                         12/9/96

                     AMENDMENT NO. 3 DATED DECEMBER 9, 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 December 9, 1996:

         1.      Amend Section 3(b) to read in its entirety as follows:

                  "(b) ADDITIONAL COMPENSATION. So long as the Executive is
                  employed by the Corporation, he shall be eligible to receive
                  (i) annual short-term incentive awards or bonuses and (ii)
                  such long-term incentive awards or bonuses as relate to award
                  cycles that commenced prior to 1992 (such award or bonus is
                  hereinafter referred to as "Short-Term Award" or "Long-Term
                  Award" and such aggregate awards or bonuses for each year are
                  hereinafter referred to as the "Annual Bonus") from the Dana
                  Corporation Additional Compensation Plan, and from any
                  successor or replacement plan (the Dana Corporation Additional
                  Compensation Plan and such successor or replacement plans
                  being referred to herein collectively as the "ACP"), in
                  accordance with the terms thereof; PROVIDED, HOWEVER, that,
                  with respect to each fiscal year of the Corporation ending
                  during the Change of Control Period, the Executive shall be
                  awarded (whether under the terms of the ACP or otherwise) an
                  Annual Bonus in an amount that shall not be less than fifty
                  percent (50%) of his Annual Base Salary rate in effect on the
                  last day of such fiscal year (which amount shall be prorated
                  if such fiscal year shall be less than 12 months) (the "Target
                  Annual Bonus"). Each Annual Bonus shall be paid no later than
                  the end of the third month of the fiscal year next following
                  the fiscal year for which the Annual Bonus is awarded, unless
                  the receipt of such Annual Bonus is deferred in accordance
                  with the terms of the ACP."


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         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 Third
Amendment as of December 9, 1996.

                                          DANA CORPORATION

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

                                          By: /s/ T.B. Sumner
                                              -------------------------------
                                              Chairman-Compensation Committee

ATTEST:

/s/ Martin J. Strobel                     By: /s/ S.J. Morcott
--------------------------------              ------------------------------
Secretary                                     Southwood J. Morcott
