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                                                                 Exhibit 10-F(1)

                           CHANGE OF CONTROL AGREEMENT

                                     BETWEEN

                                DANA CORPORATION

                                       AND

                                MICHAEL J. BURNS

                             DATED FEBRUARY 3, 2004

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                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
SECTION                                                                                     PAGE
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<S>                                                                                         <C>
Recitals ................................................................................     1
1.       OPERATION OF AGREEMENT; EMPLOYMENT AND TERM.....................................     1
2.       POSITION AND DUTIES OF THE EXECUTIVE............................................     2
         (A)      Position...............................................................     2
         (B)      Duties.................................................................     3
         (C)      Location Of Office.....................................................     3
3.       COMPENSATION....................................................................     3
         (A)      Salary.................................................................     3
         (B)      Additional Compensation................................................     4
         (C)      Incentive, Stock And Savings Plans.....................................     4
         (D)      Retirement And Welfare Benefit Plans...................................     5
         (E)      Expenses...............................................................     5
         (F)      Fringe Benefits........................................................     5
         (G)      Office And Support Staff...............................................     6
         (H)      Vacation And Other Absences............................................     6
         (I)      Benefits Shall Not Be Reduced Under Certain Circumstances..............     6
         (J)      Certain Retirement And Severance Definitions...........................     6
4.       TERMINATION OF EMPLOYMENT.......................................................     7
         (A)      Death Or Disability....................................................     7
         (B)      Cause..................................................................     7
         (C)      Good Reason............................................................     7
         (D)      Notice Of Termination..................................................     8
         (E)      Date Of Termination....................................................     9
5.       OBLIGATIONS OF THE CORPORATION UPON TERMINATION.................................     9
         (A)      Termination Other Than For Cause.......................................     9
         (B)      [intentionally left blank].............................................    11
         (C)      Cause; Other Than For Good Reason......................................    11
         (D)      Death Or Disability....................................................    12
         (E)      Resolution Of Disputes.................................................    12
                  (1)      Right Of Election By Executive To Arbitrate Or Sue............    12
                  (2)      Third-Party Stakeholder.......................................    13
6.       NON-EXCLUSIVITY OF RIGHTS.......................................................    13
7.       FULL SETTLEMENT.................................................................    14
8.       CERTAIN ADDITIONAL PAYMENTS BY THE CORPORATION..................................    14
9.       CONFIDENTIAL INFORMATION........................................................    17
10.      COMPETITION.....................................................................    17
11.      SUCCESSORS......................................................................    18
12.      CERTAIN DEFINITIONS.............................................................    19
         (A)      Beneficiary............................................................    19
         (B)      Change Of Control......................................................    19
         (C)      Change Of Control Date.................................................    20
</TABLE>

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<TABLE>
<S>                                                                                         <C>
13.      AMENDMENT OR MODIFICATION; WAIVER...............................................    21
14.      MISCELLANEOUS...................................................................    21
Exhibit A
Exhibit B
</TABLE>

                                      -ii-

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         THIS CHANGE OF CONTROL AGREEMENT (the "Agreement") made and entered
into on this 3rd day of February, 2004, by and between Dana Corporation, a
Virginia corporation whose principal place of business is located at 4500 Dorr
Street, Toledo, Ohio (the "Corporation"), and Michael J. Burns (the
"Executive");

         WHEREAS, the Corporation and the Executive have entered into an
Employment Agreement as of the date first set forth above, whereby the Executive
will serve as the principal executive officer of the Corporation and as an
integral part of its management; and

         WHEREAS, the Corporation wishes to assure both itself and the Executive
of continuity of management in the event of any actual or threatened Change of
Control of the Corporation; and

         WHEREAS, this Agreement is not intended to alter materially the
compensation and benefits that the Executive could reasonably expect in the
absence of a Change of Control of the Corporation, and, accordingly, this
Agreement, though taking effect upon execution thereof, will be operative only
upon a Change of Control of the Corporation, as that term is hereafter defined;

         NOW, THEREFORE, IN CONSIDERATION of the mutual promises, covenants and
agreements set forth below, it is hereby agreed as follows:

1.       OPERATION OF AGREEMENT; EMPLOYMENT AND TERM.

         (A)      This Agreement shall be effective on the Commencement Date (as
defined in the Employment Agreement between the Executive and the Corporation
dated February 3, 2004, as such agreement may be amended from time to time (the
"Employment Agreement")), but, anything in this Agreement to the contrary
notwithstanding, neither the Agreement nor any provision thereof, except for
this Section 1(A), Section 1(D), Section 2(A)(2), Section 11, Section 12(B),
Section 13, and Sections 14(A), (B), (C), (F), (N) and (O), shall be operative
unless and until there has been a Change of Control of the Corporation, as
defined in Section 12(B) below, prior to December 31, 2006 or such later date as
shall result from the operation of Section 1(D) below (the "Terminal Date") and
while the Executive is in the employ of the Corporation following the
Commencement Date. Upon such a Change of Control of the Corporation, this
Agreement and all provisions thereof shall become operative immediately.

         (B)      The Corporation hereby agrees to continue the employment of
the Executive, and the Executive hereby agrees to remain in the employ of the
Corporation, in accordance with the terms and provisions of this Agreement, for
the period set forth below (the "COC Employment Period").

         (C)      The COC Employment Period under this Agreement shall commence
on the date this Agreement becomes operative pursuant to the provisions of
Section 1(A) above and, subject only to the provisions of Section 4 below
relating to termination of employment, shall continue until the third
anniversary of a Change of Control of the Corporation.

<PAGE>

         (D)      Commencing on December 31, 2004, and on each anniversary of
such date (such date and each such annual anniversary thereof, the "Renewal
Date"), the Terminal Date set forth in Section 1(A) above shall be extended so
as to occur three (3) years from the Renewal Date unless either party shall have
given notice to the other party that the Terminal Date is not to be extended or
further extended.

2.       POSITION AND DUTIES OF THE EXECUTIVE.

         (A)      Position.

                  (1)      It is contemplated that during the COC Employment
         Period the Executive will continue to serve as the principal officer of
         the Corporation and as a member of its Board of Directors if serving as
         a member of the Board of Directors of the Corporation (the "Board")
         immediately prior to a Change of Control, as defined in Section 12(B)
         below, with the office(s) and title(s), reporting responsibility and
         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 and prior to the date this Agreement becomes
         operative pursuant to the provisions of Section 1(A) above.

                  (2)      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 and prior to the date this Agreement becomes
         operative pursuant to the provisions of Section 1(A) above, shall be
         summarized in Exhibit A to this Agreement, it being understood and
         agreed that if and when the office(s), title(s), reporting
         responsibility, duties and responsibilities of the Executive shall be
         changed prior to the date this Agreement becomes operative pursuant to
         the provisions of Section 1(A) above, 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, at the time this Agreement becomes operative, Exhibit A
         shall fail to reflect accurately the office(s), title(s), reporting
         responsibility, duties or responsibilities of the Executive at the time
         because the parties shall have failed to update Exhibit A as aforesaid
         after the last such change prior to the date this Agreement shall have
         become operative.

                  (3)      At all times during the COC Employment Period, the
         Executive shall hold a position of responsibility and importance and a
         position of scope, with the functions, duties and responsibilities
         attached thereto, at least equal in responsibility and importance and
         in scope to and commensurate with his position described in general
         terms above in this Section 2(A) and intended to be summarized in
         Exhibit A to this Agreement.

                  (4)      During the COC Employment Period the Executive shall,
         without compensation other than that herein provided, also serve and
         continue to serve, if and when elected and re-elected, as an officer or
         director, or both, of any United States Subsidiary, division or
         Affiliate of the Corporation.

                  (5)      For all purposes of this Agreement, (1) a
         "Subsidiary" shall mean a corporation or other entity, of which 50% or
         more of the voting securities or other equity inter-

                                      -2-
<PAGE>

         ests is owned directly, or indirectly through one or more
         intermediaries, by the Corporation, and (2) an "Affiliate" shall mean a
         corporation or other entity which is not a Subsidiary and which
         directly, or indirectly through one or more intermediaries, controls,
         or is controlled by, or is under common control with, the Corporation.
         For the purpose of this definition, the terms "control", "controls" and
         "controlled" mean the possession, direct or indirect, of the power to
         direct or cause the direction of the management and policies of a
         corporation or other entity, whether through the ownership of voting
         securities, by contract, or otherwise.

         (B)      Duties. Throughout the COC Employment Period the Executive
shall devote his full time and undivided attention during normal business hours
to the business and affairs of the Corporation except for reasonable vacations
and except for illness or incapacity, but nothing in this Agreement shall
preclude the Executive from devoting reasonable periods required for:

                  (1)      serving as a director or member of a committee or any
         organization involving no conflict of interest with the interests of
         the Corporation;

                  (2)      delivering lectures, fulfilling speaking engagements,
         teaching at educational institutions;

                  (3)      engaging in charitable and community activities; and

                  (4)      managing his personal investments;

provided, that such activities do not materially interfere with the regular
performance of his duties and responsibilities under this Agreement.

         (C)      Location Of Office. During the COC Employment Period, the
office of the Executive shall be located at the principal offices of the
Corporation, within the greater Toledo, Ohio area, and the Executive shall not
be required to locate his office elsewhere without his prior written consent,
nor shall he be required to be absent therefrom on travel status or otherwise
more than thirty (30%) of the working days in any calendar year nor for more
than ten (10) consecutive days at any one time.

3.       COMPENSATION.

         The Executive shall receive the following compensation for his
services:

         (A)      Salary. So long as the Executive is employed by the
Corporation, he shall be paid an annual base salary, payable not less often than
monthly, at the rate of not less than the rate in effect under the Employment
Agreement immediately prior to the COC Employment Period, with such increases as
shall be awarded from time to time in accordance with the Corporation's regular
administrative practices of other salary increases applicable to executives of
the Corporation, subject to any and all required withholdings and deductions for
Social Security, income taxes and the like (the "Annual Base Salary"). The Board
may from time to time direct such upward adjustments to Annual Base Salary as
the Board deems to be necessary or desirable; provided, however, that during the
COC Employment Period, the Annual Base Salary shall be reviewed at least
annually and shall be increased at any time and from time to time but not less
often than annually and shall be substantially consistent with increases in base
salary generally

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awarded in the ordinary course of business to other senior
executives of the Corporation and its "Affiliated Companies" (a term which, as
used in this Agreement, shall mean a Subsidiary or Affiliate of the Corporation)
and, in addition, shall be adjusted effective as of January lst of each calendar
year commencing in the COC Employment Period to reflect increases in the cost of
living during the preceding calendar year. Annual Base Salary shall not be
reduced after any increase thereof pursuant to this Section 3(A). Any increase
in Annual Base Salary shall not serve to limit or reduce any other obligation of
the Corporation under this Agreement.

         (B)      Additional Compensation. So long as the Executive is employed
by the Corporation, he shall be eligible to receive annual short-term incentive
awards or bonuses (such award or bonus is hereinafter referred to as "Short-Term
Award" or "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 COC Employment 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 one hundred percent (100%) 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). Notwithstanding the
foregoing, if the COC Employment Period commences in 2004 and the Executive
remains employed through December 31, 2004, the Executive shall be entitled to a
guaranteed minimum Annual Bonus for calendar year 2004 equal to 100% of his
Annual Base Salary for such year. 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.

         (C)      Incentive, Stock And Savings Plans. So long as the Executive
is employed by the Corporation, he shall be and continue to be a full
participant in the Dana Corporation Amended and Restated Stock Incentive Plan,
the ACP (providing for Short-Term Awards) and in any and all other incentive,
stock or savings plans, practices or policies in which executives of the
Corporation participate that are in effect on the date hereof and that may
hereafter be adopted, including, without limitation, any stock option, stock
purchase or stock appreciation plans, or any successor plans that may be adopted
by the Corporation with, except in the case of the ACP after the commencement of
the COC Employment Period, at least the same reward opportunities, if any, that
have heretofore been provided to the Executive. Nothing in this Agreement shall
preclude improvement of reward opportunities in such plans or other plans in
accordance with the practices in effect on the first day of the calendar month
that this Agreement becomes operative. Any provision of the ACP or of this
Agreement to the contrary notwithstanding, any Short-Term Awards made to the
Executive (whether for services rendered prior to or after the date this
Agreement becomes operative) shall be paid wholly in cash as soon as practicable
after the awards are made. All of the Executive's outstanding equity awards,
including, without limitation, the awards described in Exhibits A-E of the
Employment Agreement shall be treated in accordance with the agreements
evidencing such awards and shall remain subject to the terms and conditions
contained therein.

                  If the COC Employment Period commences prior to the time in
2005 that the Compensation Committee of the Board (the "Compensation Committee")
customarily makes

                                      -4-
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long-term incentive awards under the Corporation's incentive plans to the senior
executives of the Corporation, then, at such time, the Corporation shall cause
the Executive to be granted the long-term incentive awards contemplated by
Section 3(g) of the Employment Agreement (or an economic equivalent thereof).

         (D)      Retirement And Welfare Benefit Plans. The Executive, his
dependents and Beneficiary (including, without limitation, any beneficiary of a
joint and survivor or other optional method of payment applicable to the payment
of benefits under the Retirement Program of the Corporation (as defined in
Section 3(J)(3) below), shall be entitled to all payments and benefits and
service credit for benefits during the COC Employment Period (1) under the
Retirement Program of the Corporation and (2) to which other senior executives
of the Corporation, their dependents and their beneficiaries are entitled under
the terms of employee savings, equity and welfare benefit plans and practices of
the Corporation, including, without limitation, the Corporation's SavingsWorks
Plan, its Stock Purchase Plan, its Income Protection Plan for Management and
Certain Other Employees providing layoff and severance benefits, its 1989 and
1999 Restricted Stock Plans, its death benefit plans (consisting of its Group
Insurance Plan for Management Employees providing life insurance, accidental
death and dismemberment insurance, and travel accident insurance), its
disability benefit plans (consisting of its salary continuation, sickness and
accident and long-term disability benefits programs), its medical, dental and
health and welfare plans and other present or equivalent successor plans and
practices of the Corporation, its Subsidiaries and divisions, for active and
retired employees, for which officers, their dependents and beneficiaries, are
eligible, and to all payments or other benefits under any such plan or practice
subsequent to the COC Employment Period as a result of participation in such
plan or practice during the COC Employment Period.

                  Notwithstanding anything to the contrary contained herein or
in the Employment Agreement, upon the occurrence of a Change of Control, the
Supplemental Retirement Benefit (as defined in Section 3(c) of the Employment
Agreement, the "Supplemental Retirement Benefit") shall become fully vested on
the Change of Control Date.

         (E)      Expenses. So long as the Executive is employed by the
Corporation, he shall be entitled to receive prompt reimbursement for all
reasonable expenses incurred by the Executive in accordance with the polices,
practices and procedures of the Corporation and its Affiliated Companies from
time to time in effect, commensurate with his position and on a basis at least
comparable to that of other senior executives of the Corporation. If the COC
Employment Period commences prior to the time that the Executive has been
reimbursed for his tax preparation and relocation expenses pursuant to Sections
3(d) and 3(h) of the Employment Agreement, the provisions of such section shall
be included in this Agreement as if incorporated herein.

         (F)      Fringe Benefits. So long as the Executive is employed by the
Corporation, he shall be entitled to fringe benefits, including, without
limitation, the business and personal use of an automobile, and payment or
reimbursement of club initiation fees and dues, in accordance with the plans,
practices, programs and policies of the Corporation and its Affiliated Companies
from time to time in effect, commensurate with his position and at least
comparable to those received by other senior executives of the Corporation.

                                      -5-
<PAGE>

         (G)      Office And Support Staff. So long as the Executive is employed
by the Corporation, he shall be entitled to an office or offices of a size and
with furnishings and other appointments, and to exclusive personal secretarial
and other assistance, commensurate with his position and at least comparable to
those received by other senior executives of the Corporation.

         (H)      Vacation And Other Absences. So long as the Executive is
employed by the Corporation, he shall be entitled to paid vacation and such
other paid absences whether for holidays, illness, personal time or any similar
purposes, in accordance with the plans, policies, programs and practices of the
Corporation and its Affiliated Companies in effect from time to time,
commensurate with his position and at least comparable to those received by
other senior executives of the Corporation.

         (I)      Benefits Shall Not Be Reduced Under Certain Circumstances.
Nothing in this Agreement shall preclude the Corporation from amending or
terminating any employee benefit or welfare plan or practice, but, it being the
intent of the parties that the Executive shall continue to be entitled during
the COC Employment Period to perquisites as set forth in this Section 3 and to
benefits and service credit for benefits under Section 3(D) above at least equal
to those attached to his position on the date of this Agreement, and except as
provided in the last sentence of this Section 3(I), nothing in this Agreement
shall operate or be construed to reduce, or authorize a reduction without the
Executive's written consent in, the level of such perquisites, benefits or
service credit for benefits; in the event of any such reduction, by amendment or
termination of any plan or practice or otherwise, the Executive, his dependents
and Beneficiary, shall continue to be entitled to perquisites, benefits and
service credit for benefits at least equal to the perquisites, benefits and
service credit for benefits under such plans or practices that he or his
dependents and Beneficiary would have received if such reduction had not taken
place. If and to the extent that such perquisites, benefits and service credits
are not payable or provided under any such plans or practices by reason of such
amendment or termination thereof, the Corporation itself shall pay or provide
therefor. Notwithstanding the foregoing provisions of this Section 3(I), the
Executive hereby waives the benefit of the foregoing minimum benefit protection
only as it applies to the Dana Corporation SavingWorks Plan, and to its medical,
dental and health plans for active and retired employees. The Executive
expressly does not waive the application of the foregoing minimum benefit
protection to any of the other benefit plans, programs or practices enumerated
in Section 3 above, including, without limitation, the Supplemental Retirement
Benefit, the Corporation's death benefit plans, its disability benefit plans,
and its Income Protection Plan for Management and Certain Other Employees. The
Executive reserves the right to cancel the above waiver, prospectively, at any
future time by giving written notice to the Corporation of such cancellation.
Nothing in this Section 3(I) shall be construed to prohibit the Corporation from
amending or terminating any employee benefit or welfare plan or practice to
reduce benefits, so long as such reduction applies to all salaried Corporation
employees covered by such plan or practice equally and such reduction is adopted
prior to the Change of Control Date.

         (J)      Certain Retirement And Severance Definitions.

                  (1)      The term "Severance Compensation" shall mean the sum
         of (1) one-twelfth (1/12) of the Annual Base Salary provided in Section
         3(A) at the rate being paid at the time the Executive's termination of
         employment occurred, and (2) one-twelfth (1/12) of the greater of (x)
         the average of the highest Annual Bonuses payable to the Ex-

                                      -6-
<PAGE>

         ecutive for any three (3) consecutive full or partial fiscal years
         during his employment by the Corporation or (y) the Executive's target
         annual bonus (currently 100%) in effect under the ACP as of the Date of
         Termination (which, for purposes of this Section 3(J) and
         notwithstanding any reduction following the Change of Control Date,
         shall not be less than the Executive's target annual bonus as of
         immediately prior to the Change of Control Date).

                  (2)      The term "Service" shall mean employment as an
         employee by the Corporation, any Subsidiary or Affiliate thereof or any
         corporation the capital stock or assets of which have been acquired by,
         or which has been merged into or consolidated with the Corporation or
         any Subsidiary or Affiliate thereof.

                  (3)      The term "Retirement Program of the Corporation"
         shall mean the Supplemental Retirement Benefit and any other retirement
         plan or program of the Corporation in which the Executive participates
         immediately prior to the COC Employment Period or which may hereafter
         be adopted or substituted for any such plan or program, but exclusive
         of the Dana Corporation SavingsWorks Plan and any similar plan or
         plans.

4.       TERMINATION OF EMPLOYMENT.

         (A)      Death Or Disability.

                  (1)      The Executive's employment shall terminate
         automatically upon the Executive's death during the COC Employment
         Period.

                  (2)      If the Corporation determines in good faith that the
         Disability of the Executive has occurred during the COC Employment
         Period, it may give to the Executive written notice in accordance with
         Section 14(B) below of its intention to terminate the Executive's
         employment. In such event, the COC Employment Period shall terminate
         effective on the 30th day after receipt of such notice by the Executive
         (the "Disability Effective Date"), provided, that within the 30 days
         after such receipt, the Executive shall not have returned to full-time
         performance of the Executive's duties. For purposes of this Agreement,
         "Disability" shall mean the absence of the Executive from the
         Executive's duties with the Corporation on a full-time basis for 180
         consecutive business days as a result of incapacity due to mental or
         physical illness which is determined to be total and permanent by a
         physician selected by the Corporation or its insurers and acceptable to
         the Executive or the Executive's legal representative (such agreement
         as to acceptability not to be withheld unreasonably).

         (B)      Cause. For purposes of this Agreement, "Cause" shall have the
meaning set forth in Section 4(b) of the Employment Agreement; provided,
however, that at all times during the COC Employment Period, Section 4(b)(ii)
shall be read to exclude the reference to "or 9" and the reference to "and
competition" therein.

         (C)      Good Reason. The Executive may terminate his employment during
the COC Employment Period for Good Reason. For purposes of this Agreement, "Good
Reason" shall mean the occurrence (without the Executive's express written
consent) of any of the following events, unless in the case of any act or
failure to act described in clauses (1), (2), (3), (4) or (5)

                                      -7-
<PAGE>

below, such act or failure to act is corrected by the Corporation within 30 days
after receipt by the Corporation of written notice from the Executive in respect
of such event:

                  (1)      Failure to elect or reelect the Executive to the
         Board of Directors of the Corporation, if the Executive shall have been
         a member of the Board of Directors on the date of this Agreement or at
         any time thereafter during the COC Employment Period, or a substantial
         diminution in the Executive's title(s) or office(s) described in
         Section 2(A) above and intended to be summarized in Exhibit A to this
         Agreement, or the removal of Executive from any such positions.

                  (2)      A material change or diminution in the position,
         duties, responsibilities or status of the Executive that is adversely
         inconsistent with the position, duties, responsibilities or status
         attached to the position described in Section 2 above and intended to
         be summarized in Exhibit A to this Agreement.

                  (3)      The Executive's compensation, annual bonus
         opportunity or benefit entitlements as in effect immediately prior to
         the Change of Control or as increased following the Change of Control
         are reduced.

                  (4)      A breach by the Corporation of any provision of this
         Agreement not embraced within the foregoing clauses (1), (2) and (3) of
         this Section 4(C).

                  (5)      The liquidation, dissolution, consolidation or merger
         of the Corporation or transfer of all or a significant portion of its
         assets unless a successor or successors (by merger, consolidation or
         otherwise) to which all or a significant portion of its assets have
         been transferred shall have assumed all duties and obligations of the
         Corporation under this Agreement but without releasing the corporation
         that is the original party to this Agreement;

provided, that in any event set forth in this Section 4(C), the Executive shall
have elected to terminate his employment under this Agreement, upon not less
than ten and not more than ninety days' advance written notice to the
Corporation, attention of the Secretary, given, except in the case of a
continuing breach, within three calendar months after (A) failure to be so
elected or reelected, or removal, (B) expiration of the 30-day cure period with
respect to such event, or (C) the closing date of such liquidation, dissolution,
consolidation, merger or transfer of assets, as the case may be. The Executive's
mental or physical incapacity following the occurrence of an event described
above in clauses (1) through (5) shall not affect the Executive's ability to
terminate employment for Good Reason.

                  An election by the Executive to terminate his employment for
Good Reason under the provisions of this Section 4(C) shall not be deemed a
voluntary termination of employment by the Executive for the purpose of this
Agreement or any plan or practice of the Corporation.

         (D)      Notice Of Termination. Any termination by the Corporation for
Cause, or by the Executive for Good Reason, shall be communicated by Notice of
Termination to the other party hereto given in accordance with Section 14(B)
below. For purposes of this Agreement, a "Notice of Termination" means a written
notice which

                  (1)      indicates the specific termination provision in this
         Agreement relied upon,

                                      -8-
<PAGE>

                  (2)      to the extent applicable, sets forth in reasonable
         detail the facts and circumstances claimed to provide a basis for
         termination of the Executive's employment under the provision so
         indicated and

                  (3)      if the Date of Termination (as defined in Section
         4(E) below) is other than the date of receipt of such notice, specifies
         the termination date (which date shall be not more than fifteen days
         after the giving of such notice).

         (E)      Date Of Termination. "Date of Termination" means

                  (1)      if the Executive's employment is terminated by the
         Corporation for Cause, or by the Executive for Good Reason, the later
         of (a) the date of receipt of the Notice of Termination or any later
         date specified therein, as the case may be or (b) the end of any
         applicable 30-day cure period described in Sections 4(B) or (C),

                  (2)      if the Executive's employment is terminated by the
         Corporation other than for Cause or Disability, the Date of Termination
         shall be the date on which the Corporation notifies the Executive of
         such termination and

                  (3)      if the Executive's employment is terminated by reason
         of death or Disability, the Date of Termination shall be the date of
         death of the Executive or the Disability Effective Date, as the case
         may be.

5.       OBLIGATIONS OF THE CORPORATION UPON TERMINATION.

         (A)      Termination Other Than For Cause. If, during the COC
Employment Period, the Corporation shall terminate the Executive's employment
other than for Cause or Disability or the Executive shall terminate his
employment for Good Reason (termination in any such case referred to as
"Termination") and subject to the Executive entering into and not revoking a
release (unless the Corporation determines not to request such release)
substantially in the form set forth as Exhibit B hereto:

                  (1)      the Corporation shall pay the Executive in a lump sum
         in cash within 30 days after the Date of Termination the sum of

                           (a)      the Executive's Annual Base Salary through
                                    the Date of Termination to the extent not
                                    theretofore paid,

                           (b)      to the extent that an Annual Bonus has not
                                    been paid to the Executive in respect of the
                                    fiscal year in which the Date of Termination
                                    occurs, the product of (x) the Executive's
                                    target annual bonus in effect under the ACP
                                    as of the Date of Termination (which, for
                                    purposes of Section 3(J) and notwithstanding
                                    any reduction following the Change of
                                    Control Date, shall not be less than the
                                    Executive's target annual bonus as of
                                    immediately prior to the Change of Control
                                    Date) and (y) a fraction, the numerator of
                                    which is the number of days in the current
                                    fiscal year through the Date of Termination,
                                    and the denominator of which is 365, and

                                      -9-
<PAGE>

                           (c)      any compensation previously deferred by the
                                    Executive (together with any accrued
                                    interest or earnings thereon), the
                                    Supplemental Retirement Benefit and any
                                    accrued vacation pay, in each case to the
                                    extent not theretofore paid (the sum of the
                                    amounts described in clauses (a), (b), and
                                    (c) shall be hereinafter referred to as the
                                    "Accrued Obligations"); and

                  (2)      The Corporation shall pay the Executive in a lump sum
         in cash within 30 days after the Date of Termination an amount equal to
         the Executive's Severance Compensation for the period from the Date of
         Termination until the earlier of (x) the third anniversary of the Date
         of Termination and (y) the date upon which the Executive attains the
         age of sixty-five (65) years (the "Termination Period"); provided,
         however, that such amount would be reduced (but not below zero) by any
         other amounts payable to the Executive in respect of salary or bonus
         continuation to be received by the Executive under any severance plan,
         policy or arrangement of the Corporation; and

                  (3)      During the Termination Period, or such longer period
         as any plan, program, practice or policy may provide, the Corporation
         shall continue benefits to the Executive and/or the Executive's family
         at least equal to those which would have been provided to them in
         accordance with the plans, programs, practices and policies described
         in Section 3(D) above if the Executive's employment had not been
         terminated in accordance with the most favorable plans, practices,
         programs or policies of the Corporation and its Affiliated Companies as
         in effect and applicable generally to other senior executives of the
         Corporation and its Affiliated Companies and their families during the
         90-day period immediately preceding the Date of Termination or, if more
         favorable to the Executive, as in effect at any time thereafter or, if
         more favorable to the Executive, as in effect generally at any time
         thereafter with respect to other senior executives of the Corporation
         and its Affiliated Companies and their families or, if more favorable
         to the Executive, as in effect immediately prior to the Change of
         Control, if applicable, provided, however, that if the Executive
         becomes reemployed with another employer and is eligible to receive
         medical or other welfare benefits under another employer-provided plan,
         the medical and other welfare benefits described herein shall be
         secondary to those provided under such other plan during such
         applicable period of eligibility. For purposes of determining
         eligibility of the Executive for retiree benefits pursuant to such
         plans, practices, programs and policies, the Executive shall be
         considered to have remained employed until the end of the Termination
         Period and to have retired on the date of the end of the Termination
         Period. To the extent that any benefits referred to in this Section
         5(A)(3) shall not be payable or provided under any such plan by reason
         of the Executive's no longer being an employee of the Corporation as
         the result of Termination, the Corporation shall itself pay, or provide
         for payment of, such benefits and the service credit for benefits
         provided for in Section 5(A)(4) below, to the Executive, his dependents
         and Beneficiary; and

                  (4)      The period from the Date of Termination until the end
         of the Termination Period shall be considered:

                           (a)      Service with the Corporation for the purpose
                                    of continued credits under the employee
                                    benefit plans referred to in Section 3(D)
                                    above

                                      -10-
<PAGE>

                                    (including the Supplemental Retirement
                                    Benefit) and all other benefit plans of the
                                    Corporation applicable to the Executive or
                                    his Beneficiary as in effect immediately
                                    prior to Termination but prior to any
                                    reduction of benefits thereunder as the
                                    result of amendment or termination during
                                    the COC Employment Period; and

                           (b)      Employment with the Corporation for purposes
                                    of determining payments and other rights in
                                    respect of awards made or accrued and award
                                    opportunities granted prior to Termination
                                    under the executive incentive plans referred
                                    to in Section 3(C) above and all other
                                    incentive plans of the Corporation in which
                                    the Executive was a participant prior to
                                    Termination; and

                  (5)      In addition to the severance and other benefits
         described in Sections 5(a)(1) through 5(a)(4) above, to the extent not
         theretofore paid or provided, the Corporation shall timely pay or
         provide to the Executive and/or the Executive's dependents and/or heirs
         any other amounts or benefits required to be paid or provided to such
         individuals under any plan, program, policy or practice or contract or
         agreement of the Corporation and its Affiliated Companies as in effect
         and applicable generally to other senior executives of the Corporation
         and its Affiliated Companies and their families during the 90-day
         period immediately preceding the Date of Termination or, if more
         favorable to the Executive, as in effect generally thereafter with
         respect to other senior executives of the Corporation and its
         Affiliated Companies and their families (such other amounts and
         benefits shall be referred to below as the "Other Benefits"); and

                  (6)      During the Termination Period, the Corporation shall
         continue to provide to the Executive the financial, estate and tax
         planning services that were provided to the Executive during the 90-day
         period immediately prior to the Change of Control Date or, if more
         favorable to the Executive, as in effect generally at any time
         thereafter with respect to other senior executives of the Corporation
         and its Affiliated Companies; and

                  (7)      The Corporation shall pay on behalf of Executive the
         fee of an independent outplacement firm selected by the Executive for
         outplacement services in an amount equal to the actual fee for such
         service up to a total of $35,000.

         (B)      [intentionally left blank]

         (C)      Cause; Other Than For Good Reason. If the Executive's
employment shall be terminated for Cause during the COC Employment Period, the
Corporation shall have no further obligations to the Executive under this
Agreement other than the obligation to pay the Executive's Annual Base Salary,
any compensation previously deferred by the Executive (together with any accrued
interest or earnings thereon), the Supplemental Retirement Benefit and accrued
vacation pay through the Date of Termination, in each case to the extent not
theretofore paid, and any other amounts or benefits to which the Executive
and/or the Executive's family is otherwise entitled under the terms of any
employee benefit or incentive plan of the Corporation. If the Executive
terminates employment during the COC Employment Period, excluding a termination
for Good Reason, the Corporation shall have no further obligations to the
Executive, other than to

                                      -11-
<PAGE>

pay the Executive's Annual Base Salary, the Supplemental Retirement Benefit, any
compensation previously deferred by the Executive (together with any accrued
interest or earnings thereon), and accrued vacation pay through the termination
date, in each case to the extent not theretofore paid, any other benefits to
which the Executive and/or the Executive's family is otherwise entitled under
the terms of any employee benefit or incentive plan of the Corporation.

(D)      Death Or Disability.

                  (1)      In the event of the death of the Executive during the
         COC Employment Period, the Beneficiary of the Executive shall be
         entitled to the compensation provided for in Sections 3(A) and 3(B)
         above for the month in which death shall have taken place, at the rate
         being paid at the time of death, and at the times that such amounts
         would have been paid or earned by the Executive had the Executive
         lived, and the COC Employment Period shall be deemed to have ended as
         of the close of business on the last day of the month in which death
         shall have occurred but without prejudice to any payments due in
         respect of the Executive's death.

                  (2)      In the event of the Disability of the Executive
         during the COC Employment Period, the Executive shall be entitled to
         the compensation provided for in Sections 3(A) and 3(B) above, at the
         rate being paid on the Disability Effective Date, and at the times that
         such amounts would have been paid or earned by the Executive had the
         Executive remained employed by the Corporation, for the period of such
         Disability but not in excess of six months.

                  (3)      In the event of the Executive's death or Disability
         during the COC Employment Period, the Executive or his Beneficiary, as
         the case may be, shall be entitled to receive any compensation
         previously deferred by the Executive (together with any accrued
         interest or earnings thereon), the Supplemental Retirement Benefit and
         accrued but unused vacation pay, in each case to the extent not
         theretofore paid, and any other amounts or benefits to which the
         Executive and/or the Executive's family is otherwise entitled under the
         terms of any employee benefit or incentive plan of the Corporation.

         (E)      Resolution Of Disputes.

                  (1)      Right Of Election By Executive To Arbitrate Or Sue.
         In the event that the Executive's employment shall be terminated by the
         Corporation during the COC Employment Period and such termination is
         alleged to be for Cause, or the Executive's right to terminate his
         employment under Section 4(C) above shall be questioned by the
         Corporation, or the Corporation shall withhold payments or provision of
         benefits for any other reason, the Executive shall have the right, in
         addition to all other rights and remedies provided by law, at his
         election either to seek arbitration within the Toledo, Ohio area under
         the rules of the American Arbitration Association by serving a notice
         to arbitrate upon the Corporation or to institute a judicial
         proceeding, in either case within ninety days after having received
         notice of termination of his employment or notice in any form that the
         termination of his employment under Section 4(B) above is subject to
         question or consideration or that the Corporation is withholding or
         proposes to withhold payments or provision of benefits.

                                      -12-
<PAGE>

                  (2)      Third-Party Stakeholder. In the event that the
         Corporation defaults on any obligation set forth in Section 5(A) above,
         relating to Termination, and shall have failed to remedy such default
         within thirty (30) days after having received written notice of such
         default from the Executive, in addition to all other rights and
         remedies that the Executive may have as a result of such default, the
         Executive may demand and the Corporation shall thereupon be required to
         deposit, with the third-party stakeholder hereinafter described, an
         amount equal to the undiscounted value of any and all undischarged,
         future obligations of the Corporation under Section 5(A) above and such
         amount shall thereafter be held, paid, applied or distributed by such
         third-party stakeholder for the purpose of satisfying such
         undischarged, future obligations of the Corporation when and to the
         extent that they become due and payable. Any interest or other income
         on such amount shall be retained by the third-party stakeholder and
         applied, if necessary, by it to satisfy such obligations, provided,
         however, that any interest or other income that is earned on such
         undischarged, future obligations after the date that the third-party
         stakeholder determines, in its sole discretion, that such obligations
         are due and owing to the Executive, shall be paid to the Executive as
         earned. To the extent not theretofore expended, such amount (including
         any remaining unexpended interest or other income) shall be repaid to
         the Corporation at such time as the third-party stakeholder, in its
         sole discretion, reasonably exercised, determines, upon the advice of
         counsel and after consultation with the Corporation and the Executive
         or, in the event of his death, his Beneficiary, that all obligations of
         the Corporation under Section 5(A) above have been substantially
         satisfied.

                  Such amount shall, in the event of any question, be determined
         jointly by the firm of certified public accountants regularly employed
         by the Corporation and a firm of certified public accountants selected
         by the Executive, in each case upon the advice of actuaries to the
         extent the certified public accountants consider necessary, and, in the
         event such two firms of accountants are unable to agree on a resolution
         of the question, such amount shall be determined by an independent firm
         of certified public accountants selected jointly by both firms of
         accountants.

                  The third-party stakeholder, the fees and expenses of which
         shall be paid by the Corporation, shall be a national or state bank or
         trust company having a combined capital, surplus and undivided profits
         and reserves of not less than Ten Million Dollars ($10,000,000) which
         is duly authorized and qualified to do business in the state in which
         the Executive resides at the time of such default.

6.       NON-EXCLUSIVITY OF RIGHTS.

         Except as provided in Sections 5(A)(2), 5(B) and 5(C) above, nothing in
this Agreement shall prevent or limit the Executive's continuing or future
participation in any plan, program, policy or practice provided by the
Corporation or any of its Affiliated Companies and for which the Executive may
qualify, nor shall anything herein limit or otherwise affect such rights as the
Executive may have under any contract or agreement entered into after the date
hereof with the Corporation or any of its Affiliated Companies. Amounts which
are vested benefits or which the Executive is otherwise entitled to receive
under any plan, policy, practice or program of, or any contract or agreement
entered into after the date hereof with, the Corporation or any of its
Affiliated Companies at or subsequent to the Date of Termination shall be
payable in accordance with

                                      -13-
<PAGE>

such plan, policy, practice or program or contract or agreement except as
explicitly modified by this Agreement. For the avoidance of doubt, all of the
Executive's outstanding equity awards, including, without limitation, the awards
described in Exhibits A-E of the Employment Agreement, shall be treated in
accordance with the agreements evidencing such awards and shall remain subject
to the terms and conditions contained therein.

7.       FULL SETTLEMENT.

         The Corporation's obligation to make the payments provided for in this
Agreement and otherwise to perform its obligations hereunder shall not be
affected by any set-off, counterclaim, recoupment, defense or other claim, right
or action which the Corporation may have against the Executive or others. In no
event shall the Executive be obligated to seek other employment or take any
other action by way of mitigation of the amounts payable to the Executive under
any of the provisions of this Agreement and, except as provided in Section
5(A)(3) above, such amounts shall not be reduced whether or not the Executive
obtains other employment.

8.       CERTAIN ADDITIONAL PAYMENTS BY THE CORPORATION.

         (A)      Anything in this Agreement to the contrary notwithstanding and
except as set forth below, in the event it shall be determined that any Payment
would be subject to the Excise Tax, then the Executive shall be entitled to
receive an additional payment (the "Gross-Up Payment") in an amount such that,
after payment by the Executive of all taxes (and any interest or penalties
imposed with respect to such taxes), including, without limitation, any income
taxes (and any interest and penalties imposed with respect thereto) and Excise
Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the
Gross-Up Payment equal to the Excise Tax imposed upon the Payments.
Notwithstanding the foregoing provisions of this Section 8(A), if it shall be
determined that the Executive is entitled to the Gross-Up Payment, but that the
Parachute Value of all Payments does not exceed 110% of the Safe Harbor Amount,
then no Gross-Up Payment shall be made to the Executive and the amounts payable
under this Agreement shall be reduced so that the Parachute Value of all
Payments, in the aggregate, equals the Safe Harbor Amount. The reduction of the
amounts payable hereunder, if applicable, shall be made by first reducing the
payments under Section 5(A)(2), unless an alternative method of reduction is
elected by the Executive, and in any event shall be made in such a manner as to
maximize the Value of all Payments actually made to the Executive. For purposes
of reducing the Payments to the Safe Harbor Amount, only amounts payable under
this Agreement (and no other Payments) shall be reduced. If the reduction of the
amount payable under this Agreement would not result in a reduction of the
Parachute Value of all Payments to the Safe Harbor Amount, no amounts payable
under the Agreement shall be reduced pursuant to this Section 8(A). The
Corporation's obligation to make Gross-Up Payments under this Section 8 shall
not be conditioned upon the Executive's termination of employment.

         (B)      Subject to the provisions of Section 8(C), all determinations
required to be made under this Section 8, including whether and when a Gross-Up
Payment is required, the amount of such Gross-Up Payment and the assumptions to
be utilized in arriving at such determination, shall be made by the
Corporation's independent auditors as of the Change of Control or any earlier
date of a determination hereunder (the "Accounting Firm"). The Accounting Firm
shall provide detailed supporting calculations both to the Corporation and the
Executive within 15 busi-

                                      -14-
<PAGE>

ness days of the receipt of notice from the Executive that there has been a
Payment or such earlier time as is requested by the Corporation. In the event
that the Accounting Firm is serving as accountant or auditor for the individual,
entity or group effecting the Change of Control or the appointment of the
Accounting Firm is not permitted by law, the Executive may appoint another
nationally recognized accounting firm to make the determinations required
hereunder (which accounting firm shall then be referred to as the Accounting
Firm hereunder). All fees and expenses of the Accounting Firm shall be borne
solely by the Corporation. Any Gross-Up Payment, as determined pursuant to this
Section 8, shall be paid by the Corporation to the Executive within 5 days of
the receipt of the Accounting Firm's determination. Any determination by the
Accounting Firm shall be binding upon the Corporation and the Executive. As a
result of the uncertainty in the application of Section 4999 of the Code at the
time of the initial determination by the Accounting Firm hereunder, it is
possible that Gross-Up Payments that will not have been made by the Corporation
should have been made (the "Underpayment"), consistent with the calculations
required to be made hereunder. In the event the Corporation exhausts its
remedies pursuant to Section 8(C) and the Executive thereafter is required to
make a payment of any Excise Tax, the Accounting Firm shall determine the amount
of the Underpayment that has occurred and any such Underpayment shall be
promptly paid by the Corporation to or for the benefit of the Executive.

         (C)      The Executive shall notify the Corporation in writing of any
claim by the Internal Revenue Service that, if successful, would require the
payment by the Corporation of the Gross-Up Payment. Such notification shall be
given as soon as practicable, but no later than 10 business days after the
Executive is informed in writing of such claim. The Executive shall apprise the
Corporation of the nature of such claim and the date on which such claim is
requested to be paid. The Executive shall not pay such claim prior to the
expiration of the 30-day period following the date on which the Executive gives
such notice to the Corporation (or such shorter period ending on the date that
any payment of taxes with respect to such claim is due). If the Corporation
notifies the Executive in writing prior to the expiration of such period that
the Corporation desires to contest such claim, the Executive shall:

                  (1)      give the Corporation any information reasonably
         requested by the Corporation relating to such claim,

                  (2)      take such action in connection with contesting such
         claim as the Corporation shall reasonably request in writing from time
         to time, including, without limitation, accepting legal representation
         with respect to such claim by an attorney reasonably selected by the
         Corporation,

                  (3)      cooperate with the Corporation in good faith in order
         effectively to contest such claim, and

                  (4)      permit the Corporation to participate in any
         proceedings relating to such claim;

provided, however, that the Corporation shall bear and pay directly all costs
and expenses (including additional interest and penalties) incurred in
connection with such contest, and shall indemnify and hold the Executive
harmless, on an after-tax basis, for any Excise Tax or income tax

                                      -15-
<PAGE>

(including interest and penalties) imposed as a result of such representation
and payment of costs and expenses. Without limitation on the foregoing
provisions of this Section 8(C), the Corporation shall control all proceedings
taken in connection with such contest, and, at its sole discretion, may pursue
or forgo any and all administrative appeals, proceedings, hearings and
conferences with the applicable taxing authority in respect of such claim and
may, at its sole discretion, either pay the tax claimed to the appropriate
taxing authority on behalf of the Executive and direct the Executive to sue for
a refund or contest the claim in any permissible manner, and the Executive
agrees to prosecute such contest to a determination before any administrative
tribunal, in a court of initial jurisdiction and in one or more appellate
courts, as the Corporation shall determine; provided, however, that, if the
Corporation pays such claim and directs the Executive to sue for a refund, the
Corporation shall indemnify and hold the Executive harmless, on an after-tax
basis, from any Excise Tax or income tax (including interest or penalties)
imposed with respect to such payment or with respect to any imputed income in
connection with such payment; and provided, further, that any extension of the
statute of limitations relating to payment of taxes for the taxable year of the
Executive with respect to which such contested amount is claimed to be due is
limited solely to such contested amount. Furthermore, the Corporation's control
of the contest shall be limited to issues with respect to which the Gross-Up
Payment would be payable hereunder, and the Executive shall be entitled to
settle or contest, as the case may be, any other issue raised by the Internal
Revenue Service or any other taxing authority.

         (D)      If, after the receipt by the Executive of a Gross-Up Payment
or payment by the Corporation of an amount on the Executive's behalf pursuant to
Section 8(C), the Executive becomes entitled to receive any refund with respect
to the Excise Tax to which such Gross-Up Payment relates or with respect to such
claim, the Executive shall (subject to the Corporation's complying with the
requirements of Section 8(C), if applicable) promptly pay to the Corporation the
amount of such refund (together with any interest paid or credited thereon after
taxes applicable thereto). If, after payment by the Corporation of an amount on
the Executive's behalf pursuant to Section 8(C), a determination is made that
the Executive shall not be entitled to any refund with respect to such claim and
the Corporation does not notify the Executive in writing of its intent to
contest such denial of refund prior to the expiration of 30 days after such
determination, then the amount of such payment shall offset, to the extent
thereof, the amount of Gross-Up Payment required to be paid.

         (E)      Notwithstanding any other provision of this Section 8, the
Corporation may, in its sole discretion, withhold and pay over to the Internal
Revenue Service or any other applicable taxing authority, for the benefit of the
Executive, all or any portion of any Gross-Up Payment, and the Executive hereby
consents to such withholding.

         (F)      Definitions. The following terms shall have the following
meanings for purposes of this Section 8.

                  (1)      "Excise Tax" shall mean the excise tax imposed by
         Section 4999 of the Code, together with any interest or penalties
         imposed with respect to such excise tax.

                  (2)      "Parachute Value" of a Payment shall mean the present
         value as of the date of the change of control for purposes of Section
         280G of the Code of the portion of such Payment that constitutes a
         "parachute payment" under Section 280G(b)(2), as de-

                                      -16-
<PAGE>

         termined by the Accounting Firm for purposes of determining whether and
         to what extent the Excise Tax will apply to such Payment.

                  (3)      A "Payment" shall mean any payment or distribution in
         the nature of compensation (within the meaning of Section 280G(b)(2) of
         the Code) to or for the benefit of the Executive, whether paid or
         payable pursuant to this Agreement or otherwise.

                  (4)      The "Safe Harbor Amount" means 2.99 times the
         Executive's "base amount," within the meaning of Section 280G(b)(3) of
         the Code.

                  (5)      "Value" of a Payment shall mean the economic present
         value of a Payment as of the date of the change of control for purposes
         of Section 280G of the Code, as determined by the Accounting Firm using
         the discount rate required by Section 280G(d)(4) of the Code.

9.       CONFIDENTIAL INFORMATION.

         (A)      The Executive agrees not to disclose, either while in the
Corporation's employ or at any time thereafter, to any person not employed by
the Corporation, or not engaged to render services to the Corporation, except
with the prior written consent of an officer authorized to act in the matter by
the Board of Directors of the Corporation, any confidential information obtained
by him while in the employ of the Corporation, including, without limitation,
information relating to any of the Corporation's inventions, processes,
formulae, plans, devices, compilations of information, methods of distribution,
customers, client relationships, marketing strategies or trade secrets;
provided, however, that this provision shall not preclude the Executive from use
or disclosure of information known generally to the public or of information not
considered confidential by persons engaged in the business conducted by the
Corporation or from disclosure required by law or court order. The agreement
herein made in this Section 9(A) shall be in addition to, and not in limitation
or derogation of, any obligations otherwise imposed by law upon the Executive in
respect of confidential information and trade secrets of the Corporation, its
Subsidiaries and Affiliates.

         (B)      The Executive also agrees that upon leaving the Corporation's
employ he will not take with him, without the prior written consent of an
officer authorized to act in the matter by the Board of Directors of the
Corporation, and he will surrender to the Corporation any record, list, drawing,
blueprint, specification or other document or property of the Corporation, its
Subsidiaries and Affiliates, together with any copy and reproduction thereof,
mechanical or otherwise, which is of a confidential nature relating to the
Corporation, its Subsidiaries and Affiliates, or, without limitation, relating
to its or their methods of distribution, client relationships, marketing
strategies or any description of any formulae or secret processes, or which was
obtained by him or entrusted to him during the course of his employment with the
Corporation.

10.      COMPETITION.

         (A)      The Executive hereby agrees that he will not engage in
Competition at any time (i) during the COC Employment Period, (ii) during the
thirty-six (36) months immediately following any termination of his employment
with the Corporation that is not a Termination and (iii) in the event of a
Termination, during the twelve (12) months immediately following the

                                      -17-
<PAGE>

Termination. In addition, (1) during the thirty-six (36) months immediately
following any termination of the Executive's employment with the Corporation
that is not a Termination and (2) in the event of a Termination, during the
twelve (12) months immediately following the Termination, the Executive agrees
that he will not make or publish any statement which is, or may reasonably be
considered to be, disparaging of the Corporation or any of its Subsidiaries or
Affiliates, or directors, officers, employees or the operations or products of
the Corporation or any of its Subsidiaries or Affiliates.

         (B)      The word "Competition" for the purposes of this Agreement
shall mean:

                  (1)      taking a management position with or control of a
         business engaged in the design, development, manufacture, marketing or
         distribution of products, which constituted 15% or more of the sales of
         the Corporation and its Subsidiaries and Affiliates during the last
         fiscal year of the Corporation preceding the termination of the
         Executive's employment, in any geographical area in which the
         Corporation, its Subsidiaries or Affiliates is at the time engaging in
         the design, development, manufacture, marketing or distribution of such
         products; provided, however, that in no event shall ownership of less
         than 5% of the outstanding capital stock entitled to vote for the
         election of directors of a corporation with a class of equity
         securities held of record by more than 500 persons, standing alone, be
         deemed Competition with the Corporation within the meaning of this
         Section 10,

                  (2)      soliciting any person who is a customer of the
         businesses conducted by the Corporation, or any business in which the
         Executive has been engaged on behalf of the Corporation and its
         Subsidiaries or Affiliates at any time during the term of this
         Agreement on behalf of a business described in clause (1) of this
         Section 10(B), or

                  (3)      inducing or attempting to persuade any employee of
         the Corporation or any of its Subsidiaries or Affiliates to terminate
         his employment relationship in order to enter into employment with a
         business described in clause (1) of this Subsection 10(B).

11.      SUCCESSORS.

         Except as otherwise provided herein,

         (A)      This Agreement shall be binding upon and shall inure to the
benefit of the Executive, his heirs and Beneficiaries, and the Corporation and
its successors as provided in this Section 11.

         (B)      This Agreement shall be binding upon and inure to the benefit
of the Corporation and any successor of the Corporation, including, without
limitation, any corporation or corporations acquiring, directly or indirectly,
50% or more of the outstanding securities of the Corporation, or all or
substantially all of the assets of the Corporation, whether by merger,
consolidation, sale or otherwise (and such successor shall thereafter be deemed
embraced within the term "the Corporation" for the purposes of this Agreement),
but shall not otherwise be assignable by the Corporation.

                                      -18-
<PAGE>

12.      CERTAIN DEFINITIONS.

         The following defined terms used in this Agreement shall have the
meanings indicated:

         (A)      Beneficiary. The term "Beneficiary" as used in this Agreement
shall, in the event of the death of the Executive, mean an individual or
individuals and/or an entity or entities, including, without limitation, the
Executive's estate, duly designated on a form filed with the Corporation by the
Executive to receive any amount that may be payable after his death or, if no
such individual, individuals, entity or entities has or have been so designated,
or is at the time in existence or able to receive any such amount, the
Executive's estate.

         (B)      Change Of Control. A "Change of Control" shall mean the first
to occur of any of the following events:

                  (1)      any Person is or becomes the Beneficial Owner,
         directly or indirectly, of securities of the Corporation (not including
         in the securities Beneficially Owned by such Person any securities
         acquired directly from the Corporation or its Affiliates) representing
         20% or more of the combined voting power of the Corporation's then
         outstanding securities, excluding any Person who becomes such a
         Beneficial Owner in connection with any acquisition pursuant to a
         transaction that complies with Sections 12(B)(3)(a), 12(B)(3)(b) and
         12(B)(3)(c); or

                  (2)      the following individuals cease for any reason to
         constitute a majority of the number of directors then serving:
         individuals who, on the date of this Agreement, constitute the Board
         (the "Incumbent Board") and any new director whose appointment or
         election by the Board or nomination for election by the Corporation's
         stockholders was approved or recommended by a vote of at least
         two-thirds (2/3) of the directors then still in office who either were
         directors on the date hereof or whose appointment, election or
         nomination for election was previously so approved or recommended. For
         purposes of the preceding sentence, any director whose initial
         assumption of office is in connection with an actual or threatened
         election contest, including but not limited to a consent solicitation,
         relating to the election of directors of the Corporation, shall not be
         treated as members of the Incumbent Board; or

                  (3)      there is consummated a merger, reorganization,
         statutory share exchange or consolidation or similar corporate
         transaction involving the Corporation or any direct or indirect
         Subsidiary of the Corporation, a sale or other disposition of all or
         substantially all of the assets of the Corporation, or the acquisition
         of assets or stock of another entity by the Corporation or any of its
         Subsidiaries (each a "Business Combination"), in each case unless,
         immediately following such Business Combination, (a) the voting
         securities of the Corporation outstanding immediately prior to such
         Business Combination (the "Prior Voting Securities") continue to
         represent (either by remaining outstanding or by being converted into
         voting securities of the surviving entity of the Business

                                      -19-
<PAGE>

         Combination or any parent thereof) at least 50% of the combined voting
         power of the securities of the Corporation or such surviving entity or
         any parent thereof outstanding immediately after such Business
         Combination, (b) no Person is or becomes the Beneficial Owner, directly
         or indirectly, of securities of the Corporation or the surviving entity
         of the Business Combination or any parent thereof (not including in the
         securities Beneficially Owned by such Person any securities acquired
         directly from the Corporation or its Affiliates) representing 20% or
         more of the combined voting power of the securities of the Corporation
         or surviving entity of the Business Combination or any parent thereof,
         except to the extent that such ownership existed prior to the Business
         Combination and (c) at least a majority of the members of the board of
         directors of the Corporation or the surviving entity of the Business
         Combination or any parent thereof were members of the Incumbent Board
         at the time of the execution of the initial agreement or of the action
         of the Board providing for such Business Combination; or

                  (4)      the stockholders of the Corporation approve a plan of
         complete liquidation or dissolution of the Corporation.

Notwithstanding the foregoing, any disposition of all or substantially all of
the assets of the Corporation pursuant to a spinoff, splitup or similar
transaction (a "Spinoff") shall not be treated as a Change of Control if,
immediately following the Spinoff, holders of the Prior Voting Securities
immediately prior to the Spinoff continue to beneficially own, directly or
indirectly, more than 50% of the combined voting power of the then outstanding
securities of both entities resulting from such transaction, in substantially
the same proportions as their ownership, immediately prior to such transaction,
of the Prior Voting Securities; provided, that if another Business Combination
involving the Corporation occurs in connection with or following a Spinoff, such
Business Combination shall be analyzed separately for purposes of determining
whether a Change of Control has occurred.

"Beneficial Owner" shall have the meaning set forth in Rule 13d-3 under the
Exchange Act. "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended from time to time.

"Person" shall have the meaning given in Section 3(a)(9) of the Exchange Act, as
modified and used in Sections 13(d) and 14(d) thereof, except that such term
shall not include (i) the Corporation or any of its Subsidiaries, (ii) a trustee
or other fiduciary holding securities under an employee benefit plan of the
Corporation or any of its Affiliates, (iii) an underwriter temporarily holding
securities pursuant to an offering of such securities or (iv) a corporation
owned, directly or indirectly, by the stockholders of the Corporation in
substantially the same proportions as their ownership of stock of the
Corporation.

         (C)      Change Of Control Date. The "Change of Control Date" shall
mean the first date on which a Change of Control occurs. Anything in this
Agreement to the contrary notwithstanding, if a Change of Control occurs and if
the Executive's employment with the Corporation is terminated or the Executive
ceases to have the position with the Corporation set forth in Section 2(A) above
prior to the date on which the Change of Control occurs, and if it is reasonably
demonstrated by the Executive that such termination or cessation (i) was at the
request of a third party who has taken steps reasonably calculated to effect the
Change of Control or (ii) otherwise arose in connection with or anticipation of
the Change of Control, then for all purposes of this Agreement the "Change of
Control Date" shall mean the date immediately prior to the date of such
termination or cessation.

                                      -20-
<PAGE>

13.      AMENDMENT OR MODIFICATION; WAIVER.

         No provision of this Agreement may be amended, modified or waived
unless such amendment, modification or waiver shall be authorized by the Board
of Directors of the Corporation or any authorized committee of the Board of
Directors and shall be agreed to in writing, signed by the Executive and by an
officer of the Corporation thereunto duly authorized. Except as otherwise
specifically provided in this Agreement, no waiver by either party hereto of any
breach by the other party hereto of any condition or provision of this Agreement
to be performed by such other party shall be deemed a waiver of a subsequent
breach of such condition or provision or a waiver of a similar or dissimilar
provision or condition at the same time or at any prior or subsequent time.

14.      MISCELLANEOUS.

         (A)      This Agreement shall be governed by and construed in
accordance with the laws of the State of Ohio, without reference to principles
of conflict of laws. The captions of this Agreement are not part of the
provisions hereof and shall have no force or effect.

         (B)      All notices and other communications hereunder shall be in
writing and shall be given by hand delivery to the other party or by registered
or certified mail, return receipt requested, postage prepaid, addressed as
follows:

If to the Executive:

Michael J. Burns
10200 Blue Heron Point,
West Palm Beach, FL 33412

If to the Corporation:

Dana Corporation
4500 Dorr Street
Toledo, Ohio 43615
Attention: Secretary

or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notice and communications shall be effective
when actually received by the addressee.

         (C)      The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement.

         (D)      The Corporation may withhold from any amounts payable under
this Agreement such Federal, state or local taxes as it determines is required
to be withheld pursuant to any applicable law or regulation.

         (E)      When used herein in connection with plans, programs and
policies relating to the Executive, employees, compensation, benefits,
perquisites, executive benefits, services and simi-

                                      -21-
<PAGE>

lar words and phrases, the word "Corporation" shall be deemed to include all
wholly-owned Subsidiaries of the Corporation.

         (F)      This instrument contains the entire agreement of the parties
concerning the subject matter, and all promises, representations,
understandings, arrangements and prior agreements concerning the subject matter
are merged herein and superseded hereby; provided, however, that prior to the
COC Employment Period, the Employment Agreement shall be in full force and
effect in accordance with its terms, and provided further, however, that upon
the date that this Agreement becomes operative in accordance with Section 1(A),
the provisions of the Employment Agreement expressly referred to herein which
are intended to continue during the COC Employment Period as set forth herein
and Sections 10 (and, for purposes of this Agreement, references to "this
Agreement" in Section 10 shall mean and include references to this Agreement)
and 14 of the Employment Agreement shall be deemed to be incorporated herein as
if the Employment Agreement had remained in effect during the COC Employment
Period.

         (G)      No right, benefit or interest hereunder, shall be subject to
anticipation, alienation, sale, assignment, encumbrance, charge, pledge,
hypothecation, or set-off in respect of any claim, debt or obligation, or to
execution, attachment, levy or similar process, or assignment by operation of
law. Any attempt, voluntary or involuntary, to effect any action specified in
the immediately preceding sentence shall, to the full extent permitted by law,
be null, void and of no effect.

         (H)      The Executive shall not have any right, title, or interest
whatsoever in or to any investments which the Corporation may make to aid it in
meeting its obligations under this Agreement.

         (I)      Subject to the provisions of Section 5(E) above, all payments
to be made under this Agreement shall be paid from the general funds of the
Corporation and no special or separate fund shall be established and no
segregation of assets shall be made to assure payment of amounts payable under
this Agreement.

         (J)      The Corporation and the Executive recognize that each party
will have no adequate remedy at law for breach by the other of any of the
agreements contained in this Agreement and, in the event of any such breach, the
Corporation and the Executive hereby agree and consent that the other shall be
entitled to a decree of specific performance, mandamus or other appropriate
remedy to enforce performance of such agreements.

         (K)      Subject to the provisions of Section 5(E) above, nothing
contained in this Agreement shall create or be construed to create a trust of
any kind, or a fiduciary relationship between the Corporation and the Executive
or any other person.

         (L)      Subject to the provisions of Section 5(E) above, to the extent
that any person acquires a right to receive payments from the Corporation under
this Agreement, except to the extent provided by law such right shall be no
greater than the right of an unsecured general creditor of the Corporation.

         (M)      In the event of the Executive's death or a judicial
determination of his incompetence, reference in this Agreement to the Executive
shall be deemed, where appropriate, to refer to his legal representative or,
where appropriate, to his Beneficiary.

                                      -22-
<PAGE>

         (N)      If any event provided for in this Agreement is scheduled to
take place on a legal holiday, such event shall take place on the next
succeeding day that is not a legal holiday.

         (O)      This Agreement is not intended to and shall not infer or imply
any right on the part of the Executive to continue in the employ of the
Corporation, or any Subsidiary or Affiliate of the Corporation, prior to a
Change of Control, and is not intended in any way to limit the right of the
Corporation to terminate the employment of the Executive, with or without
assigning a reason therefor, at any time prior to a Change of Control. Nor is
this Agreement intended to nor shall it require or imply an obligation on the
part of the Executive to continue in the employment of the Corporation, or any
Subsidiary or Affiliate of the Corporation, prior to a Change of Control.
Neither the Corporation nor the Executive shall incur any liability under this
Agreement if the employment of the Executive shall be terminated by the
Corporation or by the Executive prior to a Change of Control.

                                      -23-
<PAGE>

         IN WITNESS WHEREOF, the Executive and, pursuant to due authorization
from its Board of Directors, the Corporation have caused this Agreement to be
executed as of the day and year first above written.

                                             DANA CORPORATION

                                             By: /s/ G. H. Hiner
                                                 ---------------
                                                 Chairman

                                             M. J. Burns
                                             -----------
                                             Executive

                                      -24-
<PAGE>

                             Exhibit A to Agreement
                       Made as of February 3, 2004 Between
                      Dana Corporation and Michael J. Burns

              As of [      ], 2004, for purposes of Section 2(A),

         The office(s) and title(s) of the Executive are President and Chief
Executive Officer of the Corporation;

         the reporting responsibility of the Executive is to report directly to
the Chairman of the Board of Directors (or acting Chairman of the Board of
Directors); and

         the duties and responsibilities of the Executive are:

                           Serves as the President and Chief Executive Officer
                  of the Corporation, in which capacity he has overall
                  responsibility for the development and implementation of the
                  Corporation's business strategy.

                           Serves as a member of the Policy Committee (or its
                  equivalent) which sets the corporate style, strategies,
                  policies and goals that business operations of the Corporation
                  are responsible for in their performance.

                           Serves as a member of the World Operating Committee
                  (or its equivalent) which monitors business unit performance,
                  implements product strategies, and takes corrective action in
                  the event of non-performance in the areas of meeting financial
                  goals and implementation of market strategies, and ensures
                  interaction between divisions and affiliates.

                           Serves as a member of the Strategic Operating
                  Committee (or its equivalent) which reviews and approves
                  business strategy along with monitoring business unit
                  performance.

<PAGE>

                             Exhibit B To Agreement
                       Made As Of February 3, 2004 Between
                      Dana Corporation And Michael J. Burns

                            FORM OF RELEASE AGREEMENT

         This Release Agreement ("Release") is entered into as of this ______day
of ________, hereinafter "Execution Date", by and between [Executive Full Name]
(hereinafter "Executive"), and [Employer Full Name] and its successors and
assigns (hereinafter, the "Corporation"). The Executive and the Corporation are
sometimes collectively referred to as the "Parties".

1.       The Executive's employment with the Corporation is terminated effective
         [Month, Day, Year] (hereinafter "Termination Date"). The Corporation
         agrees to provide the Executive the severance benefits provided for in
         his Change of Control Agreement with the Corporation, dated as of [ ]
         (the "Agreement"), after he executes this Release and the Release
         becomes effective pursuant to its terms and does not revoke it as
         permitted in Section 4 below, the expiration of such revocation period
         being the "Effective Date".

2.       Executive represents that he has not filed, and will not file, any
         complaints, lawsuits, administrative complaints or charges relating to
         his employment with, or resignation from, the Corporation; provided,
         however, that nothing contained in  this Section 2 shall prohibit
         Executive from bringing a claim to challenge the validity of the ADEA
         Release in Section 4 herein. In consideration of the benefits described
         in Section 1, for himself and his heirs, administrators,
         representatives, executors, successors and assigns (collectively,
         "Releasers"), Executive agrees to release the Corporation, its
         subsidiaries, affiliates, and their respective parents, direct or
         indirect subsidiaries, divisions, affiliates and related companies or
         entities, regardless of its or their form of business organization, any
         predecessors, successors, joint ventures, and parents of any such
         entity, and any and all of their respective past or present
         shareholders, partners, directors, officers, employees, consultants,
         independent contractors, trustees, administrators, insurers, agents,
         attorneys, representatives and fiduciaries, including without
         limitation all persons acting by, through, under or in concert with any
         of them (collectively, the "Released Parties"), from any and all
         claims, charges, complaints, causes of action or demands relating to
         his employment or termination of employment that Executive and his
         Releasers now have or have ever had against the Released Parties,
         whether known or unknown. This Release specifically excludes claims,
         charges, complaints, causes of action or demand that (a) post-date the
         Termination Date, (b) relate to unemployment compensation claims, (c)
         involve rights to benefits in which Executive is vested as of the
         Termination Date under any employee benefit plans and arrangements of
         the Corporation, (d) relate to claims for indemnification by Executive,
         or (e) involve obligations owed to Executive by the Corporation under
         the Agreement.

3.       The Corporation, on its own behalf and on behalf of the Released
         Parties, hereby releases Executive from all claims, causes of actions,
         demands or liabilities which arose against the Executive on or before
         the time it signs this Agreement, whether known or unknown. This
         Paragraph, however, does not apply to or adversely affect any claims
         against Execu-

<PAGE>

         tive which allege or involve obligations owed by him to the Corporation
         under the Agreement. The Corporation will indemnify Executive for
         reasonable attorneys' fees, costs and damages which may arise in
         connection with any proceeding by the Corporation or any Released Party
         which is inconsistent with this Release by the Corporation and the
         Released Parties.

4.       In further recognition of the above, Executive hereby voluntarily and
         knowingly waives all rights or claims that he may have against the
         Released Parties arising under the Age Discrimination in Employment Act
         of 1967, as amended ("ADEA"), other than any such rights or claims that
         may arise after the date of execution of this Release. Executive
         specifically agrees and acknowledges that: (A) the release in this
         Section 4 was granted in exchange for the receipt of consideration that
         exceeds the amount to which he would otherwise be entitled to receive
         upon termination of his employment; (B) he has hereby been advised in
         writing by the Corporation to consult with an attorney prior to
         executing this Release; (C) the Corporation has given him a period of
         up to twenty-one (21) days within which to consider this Release, which
         period shall be waived by the Executive's voluntary execution prior to
         the expiration of the twenty-one day period, and he has carefully read
         and voluntarily signed this Release with the intent of releasing the
         Released Parties to the extent set forth herein; and (D) following his
         execution of this Release he has seven (7) days in which to revoke his
         release as set forth in this Section 4 only and that, if he chooses not
         to so revoke, the Release in this Section 4 shall then become effective
         and enforceable and the payment listed above shall then be made to him
         in accordance with the terms of this Release. To cancel this Release,
         Executive understands that he must give a written revocation to the
         General Counsel of the Corporation at [ ](1), either by hand delivery
         or certified mail within the seven-day period. If he rescinds the
         Release, it will not become effective or enforceable and he will not be
         entitled to any severance benefits from the Corporation.

5.       If any provision of this Release is held invalid, the invalidity of
         such provision shall not affect any other provisions of this Release.
         This Release is governed by, and construed and interpreted in
         accordance with the laws of the State of Ohio, without regard to
         principles of conflicts of law. Executive consents to venue and
         personal jurisdiction in the State of Ohio for disputes arising under
         this Release. This Release represents the entire understanding between
         the Parties with respect to subject matter herein, and no other
         inducements or representations have been made or relied upon by the
         Parties. This Release shall be binding upon and inure to the benefit of
         Executive, his heirs and legal representatives, and the Corporation and
         its successors as provided in this Section 5. Any modification of this
         Release must be made in writing and be signed by Executive and the
         Corporation.

ACCEPTED AND AGREED TO:

___________________________                ____________________________
[Employer Full Name]                       [Executive Full Name]

(1)      INSERT ADDRESS.

<PAGE>

Dated:____________________________     Dated:__________________________