ARVINMERITOR INC
EXHIBIT 10 A
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<FILENAME>arm-8k_120704ex10a.htm
<DESCRIPTION>EXHIBIT 10 A
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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ARVINMERITOR, INC. </FONT></P>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>1997 LONG-TERM
INCENTIVES PLAN </FONT></P>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(Amended and Restated
as of December 7, 2004) </FONT></P>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>1. PURPOSE </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
purpose of the 1997 Long-Term Incentives Plan is to foster creation of and enhance
ArvinMeritor, Inc. (ArvinMeritor) shareowner value by linking the compensation of officers
and other key employees of the Corporation to increases in the price of ArvinMeritor stock
or by offering the incentives of long-term monetary rewards to key employees of
ArvinMeritor or its business units directly linked to their contribution to the creation
of ArvinMeritor shareowner value, thus providing means by which persons of outstanding
abilities can be attracted, motivated and retained. </FONT></P>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2. DEFINITIONS </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For
the purpose of the Plan, the following terms shall have the meanings set forth below: </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a)&nbsp;&nbsp;&nbsp;&nbsp;
          ArvinMeritor. ArvinMeritor, Inc. or its predecessor, Meritor Automotive, Inc.,
          as the context requires. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b)&nbsp;&nbsp;&nbsp;&nbsp;
          Assumed Rockwell Options. Options granted under the Rockwell Plan on or after
          December 9, 1996 to persons who were Employees (as herein defined) on the
          Distribution Date which (i) by action of the board of directors of Rockwell
          under Section 11 of the Rockwell Plan have been adjusted as of the Distribution
          Date to entitle the grantee thereof to purchase Shares; (ii) as so adjusted,
          have been assigned to ArvinMeritor; and (iii) by action of the Board of
          Directors have been assumed by ArvinMeritor under Section 5 of this Plan. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(c)&nbsp;&nbsp;&nbsp;&nbsp;
          Board of Directors. The Board of Directors of ArvinMeritor. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(d)&nbsp;&nbsp;&nbsp;&nbsp;
          Committee. The Compensation and Management Development Committee designated by
          the Board of Directors from among its members who are not eligible to receive a
          Grant under the Plan. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(e)&nbsp;&nbsp;&nbsp;&nbsp;
          Corporation. ArvinMeritor and those of its subsidiary corporations or affiliates
          designated by the Committee to participate in the Plan. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(f)&nbsp;&nbsp;&nbsp;&nbsp;
          Distribution Date. The date of the pro-rata distribution by Rockwell to its
          shareowners of all the issued and outstanding stock of ArvinMeritor. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(g)&nbsp;&nbsp;&nbsp;&nbsp;
          Employees. Officers and other key employees of the Corporation, but not
          directors who are not also employees of the Corporation. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(h)&nbsp;&nbsp;&nbsp;&nbsp;
          Executive Officer. An Employee who is an executive officer of ArvinMeritor as
          defined in Rule 3b-7 under the Securities Exchange Act of 1934, as amended, or
          any successor provision. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(i)&nbsp;&nbsp;&nbsp;&nbsp;
          Fair Market Value. The closing price of Shares as reported in the New York Stock
          Exchange&#151;Composite Transactions on the date of a determination (or on the
          next preceding day Shares were traded if not traded on the date of a
          determination). </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(j)&nbsp;&nbsp;&nbsp;&nbsp;
          Grant. A grant made pursuant to the Plan by the Grant Committee to an Employee
          in the form of Options, Stock Appreciation Rights, Restricted Shares, Restricted
          Share Units or Performance Shares or a grant made pursuant to the Rockwell Plan
          of Assumed Rockwell Options. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(k)&nbsp;&nbsp;&nbsp;&nbsp;
          Grant Committee. The Committee excluding those members of the Committee who are
          not at the time any Grant is made both &#147;outside directors&#148; as defined
          for purposes of Section 162(m) and the regulations thereunder and
          &#147;Non-Employee Directors&#148; as defined in rule 16b-3(b)(3)(i) under the
          Securities Exchange Act of 1934, as amended, for purposes of Section 16 of that
          Act and the rules thereunder. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(l)&nbsp;&nbsp;&nbsp;&nbsp;
          Option. An option to purchase Shares granted to an Employee by the Grant
          Committee pursuant to Section 5 or 8 of the Plan or an Assumed Rockwell Option. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(m)&nbsp;&nbsp;&nbsp;&nbsp;
          Participant. Any Employee to whom a Grant is made. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(n)&nbsp;&nbsp;&nbsp;&nbsp;
          Performance Cycle. Any period of three or more consecutive fiscal years of
          ArvinMeritor established for ArvinMeritor or a designated business component
          under a Performance Plan. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(o)&nbsp;&nbsp;&nbsp;&nbsp;
          Performance Measure. Criteria established to serve as a measure of performance
          of ArvinMeritor or a designated business component during a Performance Cycle
          under a Performance Plan. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(p)&nbsp;&nbsp;&nbsp;&nbsp;
          Performance Objectives. Levels of achievement, related to the Performance
          Measure, established as goals for a Performance Cycle to be used in determining
          whether and to what extent grants under a Performance Plan shall be deemed to be
          earned. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(q)&nbsp;&nbsp;&nbsp;&nbsp;
          Performance Plan. A performance plan applicable to ArvinMeritor or one or more
          business components of the Corporation authorized pursuant to Section 4 of the
          Plan. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(r)&nbsp;&nbsp;&nbsp;&nbsp;
          Performance Shares. Units granted to an Employee by the Grant Committee pursuant
          to Section 7B of the Plan valued by reference to a designated number of Shares,
          which value may be paid to an Employee by delivery of Shares (which may be
          Restricted Shares), cash or any combination thereof, as the Grant Committee
          shall determine, subject to conditions prescribed by the Grant Committee under
          Section 7B of the Plan. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(s)&nbsp;&nbsp;&nbsp;&nbsp;
          Performance Share Period. The period with respect to a Grant of Performance
          Shares during which the Performance Shares are subject to forfeiture. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(t)&nbsp;&nbsp;&nbsp;&nbsp;
          Plan. This 1997 Long-Term Incentives Plan. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(u)&nbsp;&nbsp;&nbsp;&nbsp;
          Restricted Period. The period (i) not less than three years or (ii) until
          achievement of performance goals specified at the time of Grant by the Grant
          Committee with respect to a Grant of Restricted Shares during which the Shares
          are subject to forfeiture if the grantee does not continue as an Employee. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(v)&nbsp;&nbsp;&nbsp;&nbsp;
          Restricted Share Units. Units granted to an Employee by the Grant Committee
          pursuant to Section 7A of the Plan valued by reference to a designated number of
          Shares, which value may be paid to an Employee by delivery of Shares (which may
          be Restricted Shares), cash or any combination thereof, as the Grant Committee
          shall determine, subject to conditions prescribed by the Grant Committee under
          Section 7A of the Plan. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(w)&nbsp;&nbsp;&nbsp;&nbsp;
          Restricted Shares. Shares subject to conditions prescribed by the Committee
          under Section 7 of the Plan. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(x)&nbsp;&nbsp;&nbsp;&nbsp;
          Rockwell. Rockwell Automation, Inc. (formerly known as Rockwell International
          Corporation<B>)</B>. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(y)&nbsp;&nbsp;&nbsp;&nbsp;
          Rockwell Plan. The 1995 Long-Term Incentives Plan of Rockwell. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(z)&nbsp;&nbsp;&nbsp;&nbsp;
          RSU Period. The period with respect to a Grant of Restricted Share Units during
          which the Restricted Share Units are subject to forfeiture<B>.</B> </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(aa)&nbsp;&nbsp;&nbsp;&nbsp;
          Section 162(m). Section 162(m) of the Internal Revenue Code, as amended, or any
          successor provision. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(bb)&nbsp;&nbsp;&nbsp;&nbsp;
          Shares. Shares of Common Stock of ArvinMeritor. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(cc)&nbsp;&nbsp;&nbsp;&nbsp;
          Stock Appreciation Right. A right granted to an Employee by the Grant Committee
          pursuant to Section 6 or 8 of the Plan (i) in conjunction with all or any part
          of any Option, which entitles the Employee, upon exercise of such right, to
          surrender such Option, or any part thereof, and to receive a payment equal to
          the excess of the Fair Market Value, on the date of such exercise, of the Shares
          covered by such Option, or part thereof, over the purchase price of such Shares
          pursuant to the Option (a Tandem Stock Appreciation Right) or (ii) separate and
          apart from any Option, which entitles the Employee, upon exercise of such right,
          to receive a payment measured by the increase in the Fair Market Value of a
          number of Shares designated by such right from the date of grant of such right
          to the date on which the Employee exercises such right (a Freestanding Stock
          Appreciation Right). </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(dd)&nbsp;&nbsp;&nbsp;&nbsp;
          Supplementary Stock Plan. A supplementary stock plan applicable to Employees
          subject to the tax laws of one or more countries other than the United States
          authorized pursuant to Section 8 of the Plan. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>3.&nbsp;&nbsp;&nbsp;&nbsp;
          PLAN ADMINISTRATION </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a)&nbsp;&nbsp;&nbsp;&nbsp;
          The Grant Committee shall determine the Employees to whom Grants are made, the
          number of Shares, Options, Stock Appreciation Rights<B>, </B>Restricted Shares,
          Restricted Share Units or Performance Shares<B> </B>to be subject to each Grant
          and the terms of each Grant, as provided by and in accordance with the terms of
          the Plan<B>.</B> </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b)&nbsp;&nbsp;&nbsp;&nbsp;
          The Committee shall exercise all other responsibilities, powers and authority
          relating to the administration of the Plan not reserved to the Board of
          Directors. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(c)&nbsp;&nbsp;&nbsp;&nbsp;
          The Board of Directors reserves the right, in its sole discretion, to exercise
          or authorize another committee or person to exercise some of or all the
          responsibilities, powers and authority vested in the Committee and the Grant
          Committee under the Plan. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(d)&nbsp;&nbsp;&nbsp;&nbsp;
          In making their determinations with respect to Grants under the Plan or grants
          under any Performance Plan, the Grant Committee and the Committee may consider
          recommendations of the Chief Executive Officer of ArvinMeritor and shall take
          into account such factors as the Employee&#146;s level of responsibility,
          performance, performance potential, level and type of compensation and potential
          value of Grants. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>4.&nbsp;&nbsp;&nbsp;&nbsp;
          PERFORMANCE PLANS </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a)&nbsp;&nbsp;&nbsp;&nbsp;
          The Committee may authorize Performance Plans applicable to ArvinMeritor or one
          or more business components of the Corporation on such terms and conditions, not
          inconsistent with the Plan, and applicable to such Employees or categories of
          Employees as the Committee shall determine. In connection with its authorization
          of any Performance Plan, the Committee may authorize ArvinMeritor&#146;s Chief
          Executive Officer to approve the definitive terms and conditions of that
          Performance Plan, including but not limited to the Employees or categories of
          Employees to which that Performance Plan shall apply and the committee or person
          who shall be delegated authority to administer that Performance Plan, except
          that authorization by the Committee shall be required for participation by any
          Executive Officer in any Performance Plan. Each Performance Plan shall include
          provision for: (i) establishment of Performance Cycles of not less than three
          consecutive fiscal years for ArvinMeritor (if a Performance Plan applicable to
          it should be authorized), and each designated business component, provided that
          no Performance Cycle shall begin later than September 30, 2007 and only one
          Performance Cycle for ArvinMeritor or any designated business component shall
          begin with any one fiscal year; (ii) establishment of a Performance Measure and
          Performance Objectives for each Performance Cycle established for ArvinMeritor
          and each designated business component; and (iii) approval by the Committee of
          any grants thereunder to any Executive Officer. In addition, a Performance Plan
          may but need not provide for (x) grants under such Performance Plan with respect
          to a Performance Cycle to be made at any time during the Performance Cycle,
          provided that any grant made after the first fiscal year of the Performance
          Cycle shall provide for a pro-rated award; (y) adjustment (up or down) of the
          Performance Objectives or modification of the Performance Measure (or both) for
          a Performance Cycle for ArvinMeritor or any designated business component if the
          Committee (or with the Committee&#146;s approval, the committee or person
          delegated to administer the Performance Plan except insofar as it relates to any
          Executive Officer) determines that conditions, including but not limited to
          changes in the economy, changes in laws or government regulations, changes in
          generally accepted accounting principles, or acquisitions or dispositions
          determined by the Committee to be material, so warrant; and (z) a
          Change-of-Control contingency similar to Section 13(f) of the Plan. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b)&nbsp;&nbsp;&nbsp;&nbsp;
          Potential awards granted to participating Employees under Performance Plans
          shall be expressed as cash amounts (whether in currency or in units having a
          currency equivalent) and shall be paid in accordance with determinations of the
          Committee. Payments shall be in cash unless the Committee determines to make
          payment to one or more named participating Employees in Shares (which may be
          Restricted Shares) or a combination of cash and Shares. Any payment which is
          made in cash may be made in a lump sum, in installments or on a deferred basis.
          Any payment which is made in Shares shall be valued at the Fair Market Value on
          the last trading day of the week preceding the day of the Committee&#146;s
          determination to make payment in Shares. No award under a Performance Plan shall
          bear interest except as may be determined by the Committee in respect of
          payments made in installments or on a deferred basis. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(c)&nbsp;&nbsp;&nbsp;&nbsp;
          If and to the extent an award under a Performance Plan for any Performance Cycle
          becomes payable to a participating Employee whose compensation is subject to the
          limitation on deductibility under Section 162(m) for the applicable year and the
          amount of that award when combined with all base, incentive or other
          compensation of such Employee for the applicable year which constitutes
          &#147;applicable employee remuneration,&#148; as defined for purposes of Section
          162(m), would exceed the limitation of Section 162(m)(1), the amount payable
          pursuant to the Performance Plan in excess of that limitation, whether payable
          in cash, Shares or a combination of both, may in the sole discretion of the
          Grant Committee be deferred until and paid on the first business day of the
          calendar year following the Corporation&#146;s fiscal year in which such
          Employee&#146;s employment by the Corporation terminates. If and to the extent
          provided for by the Grant Committee, a grantee of Shares, delivery of which is
          so deferred, shall also receive dividend equivalents in respect of such Shares
          equal to the amount or value of any cash or other dividends or distributions
          paid on an equivalent number of Shares during the period from the time of
          deferral until the time of delivery of such Shares. At the end of the deferral
          period under this paragraph, any such Shares, and any dividend equivalents and
          any cash payment deferred pursuant to this paragraph<B>,</B> shall be delivered
          to the Employee, together with interest on the amount of any such cash dividend
          equivalents<B> </B>and any such cash payment so delivered computed at the same
          rate and in the same manner as interest credited from time to time under
          ArvinMeritor&#146;s Deferred Compensation Plan. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>5.&nbsp;&nbsp;&nbsp;&nbsp;
          OPTIONS </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As
of the Distribution Date, the Assumed Rockwell Options are assumed by ArvinMeritor as
Options under this Plan with the terms and conditions specified on the respective dates of
grant thereof under the Rockwell Plan as adjusted pursuant to Section 11 of the Rockwell
Plan. Thereafter, the Grant Committee may grant from time to time to Employees, Options
which may be incentive stock options (as defined in Section 422 of the Internal Revenue
Code), nonqualified stock options, or both, to purchase Shares on terms and conditions
determined by the Grant Committee, consistent with the provisions of the Plan, including
the following: </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a)&nbsp;&nbsp;&nbsp;&nbsp;
          The purchase price of the Shares subject to any Option shall not be less than
          the Fair Market Value on the date the Option is granted. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b)&nbsp;&nbsp;&nbsp;&nbsp;
          Each Option may be exercised in whole or in part from time to time during such
          period as the Option shall specify; provided, however, that if the Grant
          Committee does not establish a different exercise schedule at or before the date
          of grant of an Option, the Option shall become exercisable in three
          approximately equal installments on each of the first, second and third
          anniversaries of the date the Option is granted; and provided, further, that no
          Option shall be exercisable prior to one year (except as provided in Section
          9(c) or 13(f)) nor after ten years from the date of the grant thereof. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(c)&nbsp;&nbsp;&nbsp;&nbsp;
          Each Option may provide for related Stock Appreciation Rights. The aggregate
          Fair Market Value (determined as of the date the Option is granted) of the
          Shares for which any Employee may be granted incentive stock options which are
          exercisable for the first time in any calendar year under all plans of the
          Corporation and any parent or subsidiary of the Corporation shall not exceed
          $100,000 (or such other amount as may be fixed as the maximum amount permitted
          by Section 422(d) of the Internal Revenue Code, as amended, or any successor
          provision). The Grant Committee shall grant incentive stock options only to
          employees of ArvinMeritor or a corporation which is a subsidiary of ArvinMeritor
          within the meaning of Section 425(f) of the Internal Revenue Code. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(d)&nbsp;&nbsp;&nbsp;&nbsp;
          The purchase price of the Shares with respect to which an Option or portion
          thereof is exercised shall be payable in full in cash or in Shares or in a
          combination of cash and Shares. The value of any Share delivered in payment of
          the purchase price shall be its Fair Market Value on the date the Option is
          exercised. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>6.&nbsp;&nbsp;&nbsp;&nbsp;
          STOCK APPRECIATION RIGHTS </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a)&nbsp;&nbsp;&nbsp;&nbsp;
          The Grant Committee may grant Tandem Stock Appreciation Rights to an Employee
          either at the time of grant of an Option or at any time thereafter during the
          term of an Option. A Tandem Stock Appreciation Right shall be exercisable only
          when and to the extent that the related Option is exercisable. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b)&nbsp;&nbsp;&nbsp;&nbsp;
          The Grant Committee may grant from time to time to Employees, Freestanding Stock
          Appreciation Rights on terms and conditions determined by the Grant Committee,
          consistent with the provisions of the Plan. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(c)&nbsp;&nbsp;&nbsp;&nbsp;
          The payment to which the grantee of a Stock Appreciation Right is entitled upon
          exercise thereof may be made in Shares valued at Fair Market Value on the date
          of exercise, or in cash or partly in cash and partly in Shares, as the Grant
          Committee may determine. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(d)&nbsp;&nbsp;&nbsp;&nbsp;
          Upon exercise of a Tandem Stock Appreciation Right and surrender of the related
          Option or part thereof, such Option, to the extent surrendered, shall not
          thereafter be exercisable, and the Shares covered by the surrendered Option
          shall not again be available for Grants pursuant to the Plan, or awards under a
          Performance Plan. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(e)&nbsp;&nbsp;&nbsp;&nbsp;
          Upon exercise of a Freestanding Stock Appreciation Right, any Shares delivered
          in payment thereof shall not again be available for Grants pursuant to the Plan,
          or awards under a Performance Plan. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>7.&nbsp;&nbsp;&nbsp;&nbsp;
          RESTRICTED SHARES </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Grant Committee may grant from time to time to Employees, Restricted Shares on terms
determined by the Grant Committee, consistent with the provisions of the Plan, including
the following: </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a)&nbsp;&nbsp;&nbsp;&nbsp;
          The Grant Committee shall specify a Restricted Period and may specify
          performance or other criteria for each Grant of Restricted Shares, and the
          Restricted Shares granted shall be forfeited if the grantee does not continue as
          an Employee throughout the Restricted Period, or if and to the extent the
          specified performance or other criteria are not met during the Restricted
          Period, except as otherwise provided in Section 9(a), 9(b) or 13(f) or the
          applicable award agreement<B>.</B> </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b)&nbsp;&nbsp;&nbsp;&nbsp;
          Restricted Shares granted to an Employee shall have all the attributes of
          outstanding Shares, except that the registered owner shall have no right to
          direct the transfer thereof. Restricted Shares shall be held in book-entry
          accounts subject to the direction of ArvinMeritor (or if ArvinMeritor elects,
          certificates therefor may be issued in the Employee&#146;s name but delivered to
          and held by ArvinMeritor), and, unless the Grant Committee determines otherwise
          at time of grant, any dividends that may be paid in cash or otherwise on
          Restricted Shares shall be delivered to and held by ArvinMeritor, so long as the
          Restricted Shares remain subject to forfeiture. As and to the extent that
          Restricted Shares are no longer subject to forfeiture, the Employee shall have
          the right to direct the transfer thereof, the restrictions on the book-entry
          accounts for those Restricted Shares shall be released, and certificates that
          may have been issued for those Restricted Shares and any dividends thereon held
          by ArvinMeritor shall be delivered to the Employee. There shall also be paid to
          the Employee at such time interest on the amount of cash dividends so delivered
          computed at the same rate and in the same manner as interest credited from time
          to time under ArvinMeritor&#146;s Deferred Compensation Plan. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>7A.&nbsp;&nbsp;&nbsp;&nbsp;
          RESTRICTED SHARE UNITS </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Grant Committee may grant from time to time to Employees, Restricted Share Units on terms
determined by the Grant Committee, consistent with the provisions of the Plan, including
the following: </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          The Grant Committee shall specify an RSU Period and may specify performance or
          other criteria for each Grant of Restricted Share Units, and no payment in
          respect of Restricted Share Units shall be made if the grantee does not continue
          as an Employee throughout the RSU Period, or if and to the extent any specified
          performance or other criteria are not met during the RSU Period, except as
          otherwise provided in Section 9(a), 9(b) or 13(f) or in an applicable award
          agreement. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          If and to the extent provided for in the applicable award agreement, a grantee
          of Restricted Share Units that are no longer subject to forfeiture shall also
          receive dividend equivalents in respect of such Restricted Share Units equal to
          the amount or value of any cash or other dividends or distributions paid on an
          equivalent number of Shares during the period from the time of grant until such
          Restricted Share Units are no longer subject to forfeiture. There shall also be
          paid to the grantee of Restricted Share Units at such time interest on the
          amount of any cash dividends so delivered as and to the extent provided for in
          the applicable award agreement. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>7B.&nbsp;&nbsp;&nbsp;&nbsp;
          PERFORMANCE SHARES </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Grant Committee may grant from time to time to Employees, Performance Shares on terms
determined by the Grant Committee, consistent with the provisions of the Plan, including
the following: </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          The Grant Committee shall specify a Performance Share Period and may specify
          performance or other criteria for each Grant of Performance Shares, and no
          payment in respect of Performance Shares shall be made if the grantee does not
          continue as an Employee throughout the Performance Share Period, or if and to
          the extent any specified performance or other criteria are not met during the
          Performance Share Period, except as otherwise provided in Section 9(a), 9(b) or
          13(f) or in an applicable award agreement. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          If and to the extent provided for in the applicable award agreement, a grantee
          of Performance Shares that are no longer subject to forfeiture shall also
          receive dividend equivalents in respect of such Performance Shares equal to the
          amount or value of any cash or other dividends or distributions paid on an
          equivalent number of Shares during the period from the time of grant until the
          end of the relevant Performance Share Period. There shall also be paid to the
          grantee of Performance Shares at such time interest on the amount of any cash
          dividends so delivered as and to the extent provided for in the applicable award
          agreement. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>8.&nbsp;&nbsp;&nbsp;&nbsp;
          SUPPLEMENTARY STOCK PLANS </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a)&nbsp;&nbsp;&nbsp;&nbsp;
          The Committee may authorize Supplementary Stock Plans applicable to Employees
          subject to the tax laws of one or more countries other than the United States
          and providing for the grant of Options, Stock Appreciation Rights, Restricted
          Shares, Restricted Share Units or Performance Shares<B> </B>or any combination
          thereof to such Employees on terms and conditions, consistent with the Plan,
          determined by the Committee which may differ from the terms and conditions of
          Grants pursuant to Sections 5, 6, 7, 7A<B> </B>and 7B of the Plan for the
          purpose of complying with the conditions for qualification of Options, Stock
          Appreciation Rights, Restricted Shares, Restricted Share Units or Performance<B>
          </B>Shares for favorable treatment under foreign tax laws. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b)&nbsp;&nbsp;&nbsp;&nbsp;
          Notwithstanding any other provision hereof, Options granted under any
          Supplementary Stock Plan shall include provisions that conform with Sections 5
          and 6(d); Restricted Shares granted under any Supplementary Stock Plan shall
          include provisions that conform with Section 7; Restricted Share Units granted
          under any Supplementary Stock Plan shall include provisions that conform with
          Section 7A; and Performance Shares granted under any Supplementary Stock Plan
          shall include provisions that conform with Section 7B, and subject to Section
          3(c), only the Grant Committee shall have authority to grant Options, Stock
          Appreciation Rights, Restricted Shares, Restricted Share Units or Performance
          Shares under any Supplementary Stock Plan. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>9.&nbsp;&nbsp;&nbsp;&nbsp;
          EFFECT OF DEATH OR TERMINATION OF EMPLOYMENT </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a)&nbsp;&nbsp;&nbsp;&nbsp;
          Except as otherwise provided in an applicable award agreement, if<B> </B>a
          participating Employee&#146;s employment by the Corporation terminates prior to
          the end of a Performance Cycle under a Performance Plan, the Restricted Period
          applicable to any Grant of Restricted Shares, the RSU Period applicable to any
          Grant of Restricted Share Units or the Performance Share<B> </B>Period
          applicable to any Grant of Performance<B> </B>Shares because of the
          Employee&#146;s (i) death or (ii) retirement under a retirement plan of the
          Corporation not less than one year after the beginning of that Performance
          Cycle, the date of that Grant (in the case of any Grant of Restricted Shares or
          Restricted Share Units) or the beginning of that Performance Share Period, the
          amount of the award under the Performance Plan and the number of Restricted
          Shares, Restricted Share Units or Performance Shares such Employee shall be
          deemed to have earned shall be the amount or number thereof determined as though
          such Employee&#146;s employment had not terminated prior to the end of the
          Performance Cycle, Restricted Period, RSU Period or Performance Share Period. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b)&nbsp;&nbsp;&nbsp;&nbsp;
          Except as otherwise provided in an applicable award agreement, if<B> </B>a
          participating Employee&#146;s employment by the Corporation terminates prior to
          the end of a Performance Cycle under a Performance Plan, the Restricted<B>
          </B>Period applicable to any Grant of Restricted Shares, the RSU Period
          applicable to any Grant of Restricted Share Units or the Performance Share<B>
          </B>Period applicable to any Grant of Performance Shares for any reason other
          than (i) death or (ii) retirement under a retirement plan of the Corporation not
          less than one year after the beginning of that Performance Cycle, the date of
          that Grant (in the case of any Grant of Restricted Shares or Restricted Share
          Units) or the beginning of that Performance Share Period, such Employee shall be
          deemed not to have earned any award for purposes of the Performance Plan,
          Restricted Shares, Restricted Share Units or Performance Shares except as and to
          the extent the Committee (or with the Committee&#146;s approval, the committee
          or person delegated to administer a Performance Plan except insofar as it
          relates to any Executive Officer), taking into account the purpose of the Plan
          and such other factors as in its sole discretion it deems appropriate, may
          determine, provided that the amount of the award or the number of Restricted
          Shares, Restricted Share Units and Performance Shares which may be so determined
          by the Committee to have been earned shall not exceed the amount or number which
          would have been earned had the provisions of paragraph (a) above been
          applicable. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(c)&nbsp;&nbsp;&nbsp;&nbsp;
          If the employment by the Corporation of a Participant who (or whose permitted
          transferee) holds an outstanding Grant of Options or Stock Appreciation Rights
          terminates by reason of the death of the Participant, the Options or Stock
          Appreciation Rights subject to that Grant and not theretofore exercised may be
          exercised from and after the date of the death of the Participant for a period
          of three years (or until the expiration date specified in the Grant if earlier)
          even if any of them was not exercisable at the date of death. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(d)&nbsp;&nbsp;&nbsp;&nbsp;
          If a Participant who (or whose permitted transferee) holds an outstanding Grant
          of Options or Stock Appreciation Rights retires under a retirement plan of the
          Corporation, at any time after a portion of the Options or Stock Appreciation
          Rights subject to a particular Grant has become exercisable, the Options or
          Stock Appreciation Rights subject to that Grant and not theretofore exercised
          may be exercised from and after the date upon which they are first exercisable
          under that Grant for a period of five years from the date of retirement (or
          until the expiration date specified in the Grant if earlier) even if any of them
          was not exercisable at the date of retirement. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(e)&nbsp;&nbsp;&nbsp;&nbsp;
          If the employment by the Corporation of a Participant who (or whose permitted
          transferee) holds an outstanding Grant of Options or Stock Appreciation Rights
          is terminated for any reason other than death or retirement under a retirement
          plan of the Corporation, the Options or Stock Appreciation Rights subject to
          that Grant and not theretofore exercised may be exercised only within three
          months after the termination of such employment (or until the expiration date
          specified in the Grant if earlier) and only to the extent the grantee thereof
          (or a permitted transferee) was entitled to exercise the Options or Stock
          Appreciation Rights at the time of termination of such employment, unless and
          except to the extent the Committee may otherwise determine; provided, however,
          that the Committee shall not in any event permit a longer period of exercise
          than would have been applicable had the provisions of paragraph (d) above been
          applicable. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>10.&nbsp;&nbsp;&nbsp;&nbsp;
          SHARES AVAILABLE </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a)&nbsp;&nbsp;&nbsp;&nbsp;
          The total number of Shares which may be delivered in payment and upon exercise
          of Grants and in payments of awards under Performance Plans shall not exceed 9
          million, as adjusted from time to time as herein provided, and the total number
          of Shares as to which Grants may be made in any one fiscal year of ArvinMeritor
          beginning after September 30, 1998 shall not exceed 3% of the total number of
          Shares outstanding (including for this purpose Shares held in Treasury) as of
          the date of determination. Shares which may be delivered in payment or upon
          exercise of Grants or in payment of awards under Performance Plans may consist
          in whole or in part of unissued or reacquired Shares; provided, however, that
          unless otherwise determined by the Committee, Shares which may be granted as
          Restricted Shares<B> </B>or in respect of Restricted Share Units or Performance
          Shares shall consist only of reacquired Shares. Subject to Sections 6(d) and
          (e), if for any reason (i) Shares as to which an Option has been granted cease
          to be subject to purchase thereunder or Shares granted as Restricted Shares are
          forfeited to the Corporation, then such Shares shall again be available under
          the Plan and (ii) Restricted Share Units or Performance Shares are forfeited to
          the Corporation, then Shares related thereto shall again be available under the
          Plan. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b)&nbsp;&nbsp;&nbsp;&nbsp;
          The total number of Shares subject to Options and Stock Appreciation Rights
          granted to any one Employee in any one fiscal year of ArvinMeritor under all
          plans of ArvinMeritor and any parent or subsidiary of ArvinMeritor shall in no
          event exceed 500,000, as adjusted from time to time as herein provided. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(c)&nbsp;&nbsp;&nbsp;&nbsp;
          No Option, Freestanding Stock Appreciation Right, Restricted Shares, Restricted
          Share Units or Performance Shares shall be granted under the Plan or any
          Supplementary Stock Plan after September 30, 2007, but Options, Stock
          Appreciation Rights, Restricted Shares, Restricted Share Units and Performance
          Shares granted theretofore may extend beyond that date, and Tandem Stock
          Appreciation Rights may be granted after that date with respect to Options
          outstanding on that date. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>11.&nbsp;&nbsp;&nbsp;&nbsp;
          ADJUSTMENTS </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If
there shall be any change in or affecting Shares on account of any merger, consolidation,
reorganization, recapitalization, reclassification, stock dividend, stock split or
combination, or other distribution to holders of Shares (other than a cash dividend),
there shall be made or taken such amendments to the Plan and such adjustments and actions
thereunder as the Board of Directors may deem appropriate under the circumstances. Such
amendments, adjustments and actions may include, without limitation, changes in the number
of Shares which may be issued or transferred, in the aggregate or to any one Employee,
pursuant to the Plan, the number of Shares subject to outstanding Options and Stock
Appreciation Rights and the related price per share, and the number of outstanding
Restricted Share Units and Performance Shares;<B> </B>provided, however, that no such
amendment, adjustment or action may change the limitation prescribed by Section 10(b) to a
number of Shares that is a greater proportion of the total number of Shares outstanding
and held in Treasury as of the effective date of that amendment, adjustment or action than
the proportion of the number of Shares prescribed by Section 10(b) to the total number of
Shares outstanding and held in Treasury immediately prior thereto. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>12.&nbsp;&nbsp;&nbsp;&nbsp;
          AMENDMENT AND TERMINATION </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Committee shall have the power in its discretion to amend, suspend or terminate the Plan
or Grants thereunder at any time except that, subject to the provisions of Section 11, (a)
without the consent of the person affected, no such action shall cancel or reduce a Grant
theretofore made other than as provided for or contemplated in the agreement evidencing
the Grant and (b) without the approval of the shareowners of ArvinMeritor, the Committee
may not (i) change the class of persons eligible to receive incentive stock options, (ii)
increase the number of Shares provided in Section 10(a) or 10(b), (iii) reduce the Option
exercise price of any Option below the Fair Market Value on the date such Option was
granted, (iv)<B> </B>decrease the forfeiture period for any Grant below that permitted
under the Plan or (v) otherwise amend the Plan or Grants thereunder to the extent that
shareowner approval is necessary to comply with applicable requirements of the New York
Stock Exchange. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>13.&nbsp;&nbsp;&nbsp;&nbsp;
          MISCELLANEOUS </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a)&nbsp;&nbsp;&nbsp;&nbsp;
          Except as determined by the Committee, no person shall have any claim to receive
          a Grant or any payment under a Performance Plan, to receive payment in respect
          of a Grant or under a Performance Plan in any form other than the Committee
          shall approve or, in circumstances where Section 9 is applicable, to be deemed
          to have earned any award under a Performance Plan or Restricted Shares,
          Restricted Share Units or Performance Shares or to be entitled to exercise
          Options or Stock Appreciation Rights for any particular period after termination
          of employment. There is no obligation for uniformity of treatment of Employees
          under the Plan or any Performance Plan. No Employee shall have any right as a
          Participant or a participant under any Performance Plan to continue in the
          employ of the Corporation for any period of time or to a continuation of any
          particular rate of compensation, and the Corporation expressly reserves the
          right to discharge or change the assignment of any Employee at any time. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b)&nbsp;&nbsp;&nbsp;&nbsp;
          No Option, Stock Appreciation Right or right related to Restricted Shares,
          Restricted Share Units or Performance Shares granted pursuant to the Plan or
          right to payment of an award under any Performance Plan may be assigned, pledged
          or transferred except (i) by will or by the laws of descent and distribution; or
          (ii) in the case of any Grant (other than an Option granted as an incentive
          stock option) or any right to payment of an award under a Performance Plan, by
          gift to any member of the Employee&#146;s immediate family or to a trust for the
          benefit of one or more members of the Employee&#146;s immediate family, if
          permitted in the applicable agreement governing that Grant or right to payment;
          or (iii) as otherwise determined by the Committee. Each Option, Stock
          Appreciation Right or right related to Restricted Shares, Restricted Share Units
          or Performance<B> </B>Shares shall be exercisable, and each payment of an award
          under a Performance Plan shall be payable, during the lifetime of the Employee
          to whom granted or awarded only by or to such Employee, and any payment of an
          award under a Performance Plan made after the death of a participating Employee
          entitled thereto shall be paid to the legal representative of the estate or to
          the designated beneficiary of such Employee, unless in any such case, the Grant
          or right to payment has been transferred in accordance with the provisions of
          the applicable agreement governing that Grant or right to payment, to a member
          of the Employee&#146;s immediate family or a trust for the benefit of one or
          more members of the Employee&#146;s immediate family, in which case it shall be
          exercisable or payable only by or to such transferee (or to the legal
          representative of the estate or to the heirs or legatees of such transferee).
          For purposes of this provision, an Employee&#146;s &#147;immediate family&#148;
          shall mean the Employee&#146;s spouse and natural, adopted or step-children and
          grandchildren. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(c)&nbsp;&nbsp;&nbsp;&nbsp;
          No person shall have the rights or privileges of a shareowner with respect to
          Shares subject to an Option or deliverable as a payment upon exercise of a Stock
          Appreciation Right, in respect of any Restricted Share Unit or Performance
          Share<B> </B>or under a Performance Plan until exercise of the Option or Stock
          Appreciation Right or delivery as a payment in respect of any Restricted Share
          Unit or Performance Share or<B> </B>under the Performance Plan. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(d)&nbsp;&nbsp;&nbsp;&nbsp;
          No fractional Shares shall be issued or transferred pursuant to the Plan. If the
          portion of any payment pursuant to the Plan or a Performance Plan to be made in
          Shares is not equal to the value of a whole number of Shares, the person
          entitled thereto shall be paid an amount equal to the Fair Market Value as of
          the date of exercise of any fractional Share deliverable in respect of exercise
          of a Stock Appreciation Right and the Fair Market Value as of the date of
          payment of any fractional Share deliverable in respect of any payment under a
          Performance Plan. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(e)&nbsp;&nbsp;&nbsp;&nbsp;
          The Corporation, the Board of Directors, the Committee, the Grant Committee and
          the officers of ArvinMeritor shall be fully protected in relying in good faith
          on the computations and reports made pursuant to or in connection with the Plan
          by the independent certified public accountants who audit the Corporation&#146;s
          accounts or others (who may include Employees) whose services are used by the
          Board of Directors, Committee or Grant Committee in its administration of the
          Plan. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(f)&nbsp;&nbsp;&nbsp;&nbsp;
          Notwithstanding any other provision of the Plan, if a Change of Control (as
          defined in Article 8, Section 8.10(a) of ArvinMeritor&#146;s Amended By-Laws)
          shall occur, then unless prior to the occurrence thereof, the Board of Directors
          shall have determined otherwise by vote of at least two-thirds of its members,
          (i) all Performance Cycles (except those under Performance Plans that do not
          provide for a Change-of-Control contingency) not then complete shall be deemed
          completed forthwith, the Performance Objectives therefor shall be deemed to have
          been attained, and each participating Employee shall be deemed to have earned
          the maximum amount that could have been earned thereunder; (ii) all Options and
          any Stock Appreciation Rights then outstanding pursuant to the Plan shall
          forthwith become fully exercisable whether or not otherwise then exercisable;
          (iii) the restrictions on all Restricted Shares granted under the Plan shall
          forthwith lapse; and (iv) all Restricted Share Units and Performance Shares
          shall be deemed earned and shall no longer be subject to forfeiture. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(g)&nbsp;&nbsp;&nbsp;&nbsp;
          The Corporation shall have the right in connection with the delivery of any
          Shares in payment of a Grant or a payment under a Performance Plan or upon
          exercise of an Option to require as a condition of such delivery that the
          recipient represent that such Shares are being acquired for investment and not
          with a view to the distribution thereof. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(h)&nbsp;&nbsp;&nbsp;&nbsp;
          The Corporation shall have the right in connection with any payment under a
          Performance Plan, exercise of any Option or Stock Appreciation Right,
          termination of the Restricted Period for any Restricted Shares, or earning of
          any Restricted Share Units or Performance Shares, to deduct from any such
          payment or any other payment by the Corporation, an amount equal to any taxes
          required by law to be withheld with respect thereto or to require the Employee
          or other person receiving such payment, effecting such exercise or entitled to
          Shares and related payments on termination of such Restricted Period or earning
          of such Restricted Share Units or Performance Shares, as a condition of and
          prior to such payment or exercise or delivery of Shares, to pay to the
          Corporation an amount sufficient to provide for any such taxes so required to be
          withheld. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(i)&nbsp;&nbsp;&nbsp;&nbsp;
          Unless otherwise determined by the Committee or provided in an agreement between
          any Employee and the Corporation, for purposes of the Plan an Employee on
          authorized leave of absence will be considered as being in the employ of the
          Corporation. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(j)&nbsp;&nbsp;&nbsp;&nbsp;
          The Corporation shall bear all expenses and costs in connection with the
          operation of the Plan, including costs related to the purchase, issue or
          transfer of Shares, but excluding taxes imposed on any person receiving a
          payment or delivery of Shares under the Plan or a Performance Plan. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>14.&nbsp;&nbsp;&nbsp;&nbsp;
          INTERPRETATIONS AND DETERMINATIONS </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Committee shall have the power from time to time to interpret the Plan, to adopt, amend
and rescind rules, regulations and procedures relating to the Plan, to make, amend and
rescind determinations under the Plan and to take all other actions that the Committee
shall deem necessary or appropriate for the implementation and administration of the Plan.
All interpretations, determinations and other actions by the Committee not revoked or
modified by the Board of Directors shall be final, conclusive and binding upon all
parties. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>15.&nbsp;&nbsp;&nbsp;&nbsp;
          EFFECTIVE DATE </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Upon
approval by the shareowners of ArvinMeritor, the Plan shall become effective as of
September 30, 1997. </FONT></P>


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