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                                                                    EXHIBIT 10-G


                  COLLATERAL ASSIGNMENT SPLIT-DOLLAR INSURANCE
                  --------------------------------------------
                      AGREEMENT FOR UNIVERSAL LIFE POLICIES
                      -------------------------------------


         THIS AGREEMENT made this 30 day of April, 1989, by and between Dana
Corporation, a Virginia Corporation having its principal place of business in
Toledo, Ohio (hereinafter the "Corporation"), and Joseph Magliochetti,
(hereinafter the "Employee").

                                   WITNESSETH
                                   ----------

         WHEREAS, the Employee is a valued employee of the Corporation; and

         WHEREAS, the Corporation wishes to assist the Employee with his
personal life insurance program both as an inducement to the Employee's
continued employment and in recognition of the Employee's ongoing valuable
contribution to the business success of the Corporation; and

         WHEREAS, the Employee is the owner of an insurance policy on his or her
life, including all supplemental riders or endorsements to such insurance
policy, which policy the Employee and Corporation wish to make subject to a
split-dollar life insurance plan pursuant to the terms and conditions of this
Agreement; and

         NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants hereinafter set forth, the Parties hereto agree as follows:

                                    ARTICLE I
                                    ---------
                             OWNERSHIP OF THE POLICY
                             -----------------------

1.1 EMPLOYEE AS OWNER. The Employee shall be the owner of the policy (which term
shall include all supplemental riders or endorsements thereto) (hereinafter the
'Policy") and may exercise all ownership rights granted to the owner thereof by
the terms of the Policy, except as may otherwise be provided herein. The
Employee and the Corporation agree that the Policy shall be subject to the terms
and conditions of this Agreement.

1.2 COLLATERAL ASSIGNMENT. The Employee agrees to execute a collateral
assignment (hereinafter the "Collateral Assignment") to the Corporation to
secure the Corporation's rights under this Agreement, in the form required by or
acceptable to the issuer of the Policy (hereinafter "the Issuer"), a copy of
which is attached hereto as Exhibit I. The Collateral Assignment shall set forth
the rights of the Corporation in and with respect to the Policy pursuant to the
terms and conditions of this Agreement.

         The Employee and the Corporation agree to be bound by the terms of the
Collateral Assignment.

(a) CORPORATION'S RIGHTS. The Corporation's rights with respect to the Policy
shall be limited to:

         (i) The right to obtain, directly or indirectly, one or more loans or
         advances against the fund value of the Policy, to the extent of, but
         not


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         in excess of, the amount set forth in Section 4.3 of Article 4, below
         (hereinafter the "Corporation's Surrender Portion"), and the right to
         pledge or assign the Corporation's Surrender Portion as security for
         such loans or advances;

         (ii) The right to realize up to the Corporation's Surrender Portion of
         the fund value of the Policy on the full or partial surrender of the
         Policy;

         (iii) The right to realize the proceeds of the Policy as set forth in
         Section 3.1 of Article 3, below (hereinafter the "Corporation's Death
         Benefit Portion"), in the event of the death of the Employee; and

         (iv) The right to release the Collateral Assignment upon receipt of the
         Corporation's Surrender Portion.

(b) EMPLOYEE'S RIGHTS. The Employee shall retain all rights as owner of the
Policy, including, but not limited to, the following:

         (i) The right to cause the full or partial surrender of the Policy;
         provided, however, that the Employee shall give the Corporation thirty
         (30) days advance written notice of his exercise of such right; and

         (ii) The right to obtain, directly or indirectly, one or more loans or
         advances against the fund value of the Policy and the right to pledge
         or assign the Policy as security for such loans or advances; provided,
         however, that any such actions by the Employee shall in no way diminish
         the Corporation's right to receive the Corporation's Surrender Portion
         or the Corporation's Death Benefit Portion, or an equivalent amount
         pursuant to Subsection 1.2(a) of this Article 1; and

         (iii) The right to exercise all non-forfeiture or lapse option rights
         permitted by the terms of the Policy; and

         (iv) The right to designate and to change the beneficiary or
         beneficiaries of the portion of the proceeds of the Policy payable,
         upon the death of the Employee, to the Employee's beneficiary, pursuant
         to Subsection 3.2 of Article 3, below (hereinafter the "Employee's
         Portion"); and

         (v) The right to elect any optional form of settlement available with
         respect to the Employee's Portion; and

         (vi) The right to assign the Employee's rights in and with respect to
         the Policy.

                                    ARTICLE 2
                                    ---------
                PAYMENT OF PREMIUMS AND APPLICATION OF DIVIDENDS
                ------------------------------------------------

2.1 PREMIUM. As used herein, the term "premium" shall mean the planned yearly
amount agreed upon between the Corporation and the Employee as the contribution
toward the Policy for any year; provided, however, that such amount shall never
be less than the Policy's minimum required premium for such year. "Premium"
shall also include all costs associated with all supplemental riders and
endorsements to the Policy.

2.2 PREMIUM PAYMENT: TIMING. The Corporation shall pay the premium on the Policy
to the Issuer on or before the due date of each premium payment, and in any

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event, not later than the expiration of the grace period under the Policy for
such premium payment. The Corporation shall furnish the Employee with written
notice of such timely payment. Within ten (10) days of the Employee's receipt of
such notice, the Employee shall reimburse the Corporation for that portion of
the premium payment equal to the amount of the annual cost of the pure insurance
protection on the life of the Employee under the Policy for the ensuing Policy
Year. Such cost and corresponding reimbursement shall be equal to the
Corporation's choice of either of the following:

         (a) that rate per $1,000 of pure insurance protection promulgated by
         the Internal Revenue Service in Rev. Rul. 55-747, 1955-2 C.B. 228, as
         the same may be amended or replaced from time to time by published
         ruling (hereinafter the "PS-58 rate") as applied to such amount of pure
         insurance protection provided to the Employee pursuant to the terms of
         this Agreement; or

         (b) that current published rate per $1,000 of pure insurance protection
         charged by the Issuer for initial-issue individual one-year term
         insurance policies available to all standard risks as applied to such
         amount of pure insurance protection provided to the Employee pursuant
         to the terms of this Agreement.

Notwithstanding the above provisions of this Section 2.2, if the Corporation
shall fail to make any premium payment within twenty (20) days after its due
date, then the Employee may make such premium payment, and the Corporation shall
reimburse the Employee for the portion of such premium payment not payable by
the Employee hereunder, within ten (10) days of the making of such premium
payment by the Employee.

                                    ARTICLE 3
                                    ---------
                          RIGHTS UPON DEATH OF EMPLOYEE
                          -----------------------------

3.1 CORPORATION'S DEATH BENEFIT PORTION. Upon the death of the Employee, the
Corporation shall be entitled to receive from the proceeds of the Policy an
amount equal to the cumulative value of all premiums paid by the Corporation;
decreased by any indebtedness described in Section l.2(a)(i) under the Policy.

3.2 EMPLOYEE'S DEATH BENEFIT PORTION. The Employee's designated beneficiary or
beneficiaries as set forth in Schedule A, attached hereto, shall be entitled to
receive the balance of the proceeds of the Policy after deducting the
Corporation's Death Benefit Portion. The Employee and the Corporation agree to
conform the beneficiary designation of the Policy to the provisions hereof.

                                    ARTICLE 4
                                    ---------
                RIGHTS UPON TERMINATION OF AGREEMENT OR SURRENDER
                -------------------------------------------------
                                    OF POLICY
                                    ---------

4.1 TERMINATION DEFINED. This Agreement shall automatically terminate upon the
occurrence of any of the following events:

         (a) the bankruptcy, receivership or dissolution of the Corporation;

         (b) the termination of employment of the Employee with the Corporation
             (other than by reason of death);



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         (c) the Employee's notice of his intent to exercise his right to
         surrender the

         Policy, pursuant to Subsection 1.2(b)(i) of Article 1, above;

         (d) the mutual written Agreement of the Employee and the Corporation;
         or

         (e) the removal of the Employee from the Corporation's "A" and "B"
         payroll group.

Notwithstanding anything else in this Agreement to the contrary, the Corporation
has the unilateral right at any time to terminate, amend or discontinue the
Agreement and to receive the Termination Amount described in Section 4.3 in such
event.

4.2 RIGHTS UPON TERMINATION. Upon the termination of this Agreement as specified
above, the Employee shall pay to the Corporation the amount determined pursuant
to Section 4.3 of Article 4, below. Upon receipt of such amount from the
Employee, the Corporation shall take all steps necessary to release the
Collateral Assignment so that the Employee shall own the Policy free of all
encumbrances thereon in favor of the Corporation required by this Agreement.

4.3 TERMINATION AMOUNT: LIVING PROCEEDS. The Corporation shall be entitled to
receive either (a) from the Employee, as specified in Section 4.2 of Article 4,
above, or (b) from the Issuer upon surrender, from the living proceeds of the
Policy, an amount equal to the cumulative value of all premiums paid by the
Company, decreased by the sum of any indebtedness described in Section 1.2(a)(i)
under the Policy and the surrender charges, if any, imposed by the Issuer.

                                    ARTICLE 5
                                    ---------
                            ADMINISTRATIVE PROVISIONS
                            -------------------------

5.1 ISSUER'S RESPONSIBILITY. This Issuer shall not be considered a party to this
Agreement and shall not be bound hereby. No provision of this Agreement, or any
amendment hereof, shall in any way enlarge, change, vary or affect the
obligations of the Issuer as expressly provided in the Policy, except as the
same may become a part of the Policy by acceptance by the Issuer of the
Collateral Assignment.

5.2 AMENDMENT. This Agreement may be amended only by express written Agreement
signed by both the Employee and a duly authorized representative of the
Corporation.

5.3 NOTICE. Any and all notices required to be given under the terms of this
Agreement shall be given in writing and signed by the appropriate party, and
shall be sent by certified mail, postage prepaid, to the appropriate address set
forth below:

         (a) to the Employee at:

                                          Joseph Magliochetti
                                          3846 Sulphur Springs Rd.
                                          Toledo, OH 43606


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         (b) to the Corporation at:

                                          Carl Hirsch - Senior Vice-President
                                          Dana Corporation
                                          4500 Dorr Street
                                          Toledo,OH 43615

5.4 HEIRS. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
shall inure to the benefit of the Employee, his or her successors, heirs and the
executors or administrators of the estate of the Employee, and to the
Corporation and its successors. The Employee and the Corporation agree that
either party may assign its interest under this Agreement upon the prior written
consent of the other party hereto, and any assignee shall be bound by the terms
and conditions of this Agreement as if an original party hereto.

5.5 INTERPRETATION. This Agreement and the interests of the Employee and the
Corporation hereunder shall be governed by and construed in accordance with the
laws of the State of Ohio.

5.6 TERMS. This Agreement shall be effective as of the date first above written,
and shall continue until terminated as herein provided or until all covenants
herein activated by the death of the Employee are fully carried out.

5.7 HEADINGS. Any headings or captions in this Agreement are for reference
purposes only, and shall not expand, limit, change or affect the meaning of any
provision of this Agreement.

5.8 COUNTERPARTS. This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original, and all of which together shall
constitute one and the same Agreement.

5.9 FIDUCIARY. The person serving from time to time as the President of the
Corporation shall serve as the named Fiduciary and administrator (hereinafter
the "Fiduciary") of the split-dollar arrangement established pursuant to this
Agreement. The Fiduciary shall have full power to administer this Agreement, and
the Fiduciary's actions with respect hereto shall be binding and conclusive upon
all persons for all purposes; subject to Section 5.10 of this Article 5. The
Fiduciary shall not be liable to any person for any action taken or omitted in
connection with its responsibilities, rights and duties under this Agreement
unless attributable to willful misconduct or lack of good faith.

5.10 CLAIMS PROCEDURE. Any controversy or claim arising out of or relating to
this Agreement shall be filed with the Fiduciary which shall make all
determinations concerning such claim. Any decision by the Fiduciary denying such
claim shall be in writing and shall be delivered to all parties in interest in
accordance with the notice provisions of Section 5.3 hereof. Such decision shall
set forth the reasons for denial in plain language. Pertinent provisions of the
Agreement shall be cited and, where appropriate, an explanation as to how the
Employee can perfect the claim will be provided. This notice of denial of
benefits will be provided within 90 days of the Fiduciary's receipt of the
Employee's claim for benefits. If the Fiduciary fails to notify the Employee of
his decision regarding his claim, the claim shall be considered denied, and the
Employee shall then be permitted to proceed with his appeal as provided in this
Section.

An Employee who has been completely or partially denied a benefit shall be
entitled to appeal this denial of his claim by filing a written statement of his

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position with the Fiduciary no later than sixty (60) days after receipt of the
written notification of such claim denial. The Fiduciary shall schedule an
opportunity for a full and fair review of the issue within thirty (30) days of
receipt of the appeal.

The decision on review shall set forth specific reasons for the decision, and
shall cite specific references to the pertinent Agreement provisions on which
the decision is based.

Following his review of any additional information submitted by the Employee,
either through the hearing process or otherwise, the Fiduciary shall render a
decision on his review of the denied claim in the following manner:

         (a) The Fiduciary shall make his decision regarding the merits of the
         denied claim within 60 days following his receipt of the request for
         review (or within 120 days after such receipt, in a case where there
         are special circumstances requiring extension of time for reviewing the
         appealed claim). He shall deliver the decision to the claimant in
         writing. If an extension of time for reviewing the appealed claim is
         required because of special circumstances, written notice of the
         extension shall be furnished to the Employee prior to the commencement
         of the extension. If the decision on review is not furnished within the
         prescribed time, the claim shall be deemed denied on review.

         (b) The decision on review shall set forth specific reasons for the
         decision, and shall cite specific references to the pertinent Agreement
         provisions on which the decision is based.

         IN WITNESS WHEREOF, the parties hereto have hereto set their hands and
seals as of the day and year first above written.

                                                      The Corporation

                                                      By: /s/ C. W. Hinde
                                                         -----------------------

                                                      Its: /s/ Asst. Treasurer
                                                          ----------------------

                                                      The Employee

                                                      /s/ J. M. Magliochetti
                                                      --------------------------

                                                          Joseph Magliochetti
                                                      --------------------------
                                                          (Name of Employee)