8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 24, 2006

ARVINMERITOR, INC.

(Exact name of registrant as specified in its charter)

Indiana	1-15983	38-3354643
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File No.)	Identification No.)

2135 West Maple Road

Troy, Michigan

(Address of principal executive offices)

48084-7186

(Zip code)

Registrant’s telephone number, including area code: (248) 435-1000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

On August 24, 2006, ArvinMeritor, Inc. (“ArvinMeritor”) announced that J. L. De La Riva had resigned from the position of Senior Vice President and President, Light Vehicle Systems, and T. A. Gosnell had resigned from the position of Senior Vice President and President, Commercial Vehicle Systems.

ArvinMeritor entered into an agreement, dated August 23, 2006, with Mr. Gosnell providing for: (1) continuation of salary for a stated period; (2) full participation in the annual incentive program for fiscal year 2006; (3) full participation in a potential cash award and vesting of performance-based restricted shares granted under a long-term incentive cycle ending September 30, 2006; (4) pro rata participation in potential cash awards under long-term incentive cycles ending in fiscal years 2007 and 2008, based on the portion of the performance periods during which he was employed; (5) payment in full of his retention bonus pursuant to the terms of his retention agreement (filed as Exhibit 10-c to ArvinMeritor’s Current Report on Form 8-K filed on December 21, 2004 (File No. 1-15983)) ; (6) continued vesting of stock options during the salary continuation period; (7) a lump-sum payment in lieu of perquisites during the salary continuation period; and (8) continued participation for stated periods in medical, dental, vision and life insurance benefits. If he elects to retire during the salary continuation period, he may be entitled to additional cash payments and vesting of performance shares and stock options under the long-term incentive plan. The agreement, which is filed as Exhibit 10.1 to this Form 8-K, also includes non-compete, non-solicitation and confidentiality provisions. ArvinMeritor expects to enter into a similar agreement with Mr. De La Riva, which will be filed as an exhibit to a subsequent report to the Securities and Exchange Commission. Mr. Gosnell also entered into an agreement to provide consulting services to ArvinMeritor for a period of six months, which is filed as Exhibit 10.2 to this Form 8-K.

On August 24, 2006, ArvinMeritor also announced that P. R. Martens was appointed to the position of Senior Vice President and President, Light Vehicle Systems; C. J. Reinhardt was appointed to the position of Senior Vice President and President, Commercial Vehicle Systems; and H. H. Wacaser was appointed to the position of Senior Vice President and President, Emissions Technology Group, in each case effective September 1, 2006 and subject to formal election by the Board of Directors.

ArvinMeritor entered into employment agreements with Messrs. Martens, Reinhardt and Wacaser, subject to formal approval of the Board of Directors. Under the terms of these agreements, each will receive a specified annual salary, and each was granted cash target awards for the ongoing long-term incentive performance cycles ending in fiscal years 2007 and 2008. Each of them will receive a special award of restricted shares of ArvinMeritor common stock that vest upon continued service for specified periods and that would vest in full in the event of termination of employment without cause. Mr. Reinhardt will also receive a cash payment of $250,000 on February 1, 2007. The terms of their employment agreements are otherwise substantially consistent with the terms of employment letters entered into with each of ArvinMeritor’s executive officers (filed as Exhibit 10-a to ArvinMeritor’s Current Report on Form 8-K filed on December 21, 2004 (File No. 1-15983)). These agreements are filed as Exhibits 10.3, 10.4 and 10.5 to this Form 8-K.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

10.1 – Agreement, dated August 23, 2006, between ArvinMeritor and T. A. Gosnell.

10.2 – Consulting Agreement, dated August 23, 2006, between ArvinMeritor and T. A. Gosnell.

10.3 – Agreement, dated August 23, 2006, between ArvinMeritor and P. R. Martens.

10.4 – Agreement, dated August 23, 2006, between ArvinMeritor and C. J. Reinhardt.

10.5 – Agreement, dated August 21, 2006, between ArvinMeritor and H. H. Wacaser.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ARVINMERITOR, INC.

By: /s/ Vernon G. Baker, II

Vernon G. Baker, II

Senior Vice President and General Counsel

Date: August 28, 2006

EXHIBIT INDEX

Exhibit No. Description

10.1 Agreement, dated August 23, 2006, between ArvinMeritor and T. A. Gosnell.

10.2 Consulting Agreement, dated August 23, 2006, between ArvinMeritor and T. A. Gosnell.

10.3 Agreement, dated August 23, 2006, between ArvinMeritor and P. R. Martens.

10.4 Agreement, dated August 23, 2006, between ArvinMeritor and C. J. Reinhardt

10.5 Agreement, dated August 21, 2006, between ArvinMeritor and H. H. Wacaser.

EX-10.1

Exhibit 10.1

August 23, 2006

Mr. Thomas A. Gosnell

Dear Tom:

Subject: Mutually Agreed Upon Separation

This letter confirms your acceptance of a separation package from ArvinMeritor, Inc (“ArvinMeritor” or the “Company”). The decision was reached after consideration of a number of factors, including your service with ArvinMeritor and its predecessor. Both parties expressly agree that your acceptance of this agreement is completely voluntary. You and the Company have agreed to enter into this agreement pursuant to the following terms and conditions:

1. Your last day of work with the Company is Friday, September 15, 2006.

2. From August 28, 2006, through September 15, 2006, you will be paid your remaining 2006 calendar year vacation days (14).

3. On September 30, 2006 you will receive payment in the amount of Two Hundred and Fifty Thousand Dollars ($250,000), less applicable taxes, per your retention agreement, dated October 24, 2004.

4. Beginning March 15, 2007, you will receive separation pay equal to 36 months of your annual salary (at your current compensation rate of $515,000 annually). Due to recent federal regulations (Internal Revenue Code Section 409A), the payments will occur as follows:

• On March 15, 2007 you will receive a lump sum payment equal to six (6) months of your annual salary minus applicable taxes and certain other benefit premium deductions, as such are described in paragraph 11 hereof; and you will also receive Seven Hundred and Fifty Thousand Dollars ($750,000), said sum reflecting the balance of your retention payment as set forth in the aforementioned agreement.

• On March 31, 2007 you will begin receiving the remaining 30 months of separation pay, minus applicable taxes and certain other deductions, as such are described in paragraph 11 hereof, spread equally over the remaining 30 months of your separation period. Payments will be made semi-monthly through September 15, 2009.

• In the event of your death prior to September 15, 2009, the payments and benefits described herein shall pass to your spouse.

Mr. Thomas A. Gosnell

Page 2

August 23, 2006

5. Given that your last day of work will be September 15, 2006, you will be eligible to receive a non-prorated incentive compensation plan (ICP) payment for fiscal year 2006. Such payment will be subject to the applicable formula, in accordance with the Plan metrics as applied to other senior executives. If, in fact, there is an ICP payment for fiscal year 2006, in no event shall your payment as a percentage of target be less than the average payment as a percentage of target for all CVS executives. Final award determination, if any, is subject to approval by the Compensation & Management Development Committee of the Board of Directors. If an award is approved, payment will be in December 2006.

6. You will be eligible to receive Long-Term Incentive (LTIP) Performance Plan awards based on your grant letter(s) as follows:

- FY2004-FY2006 LTIP award will be paid in December 2006, pending Board of Directors approval, based upon applicable formulae for time worked during the performance cycle; and

- FY2005-FY2007 LTIP award will be paid in December 2007, pending Board of Directors approval, based upon applicable formulae on a prorated basis (24 out of 36) for time worked during the performance cycle.

- FY2006-FY2008 LTIP award will be paid in December 2008, pending Board of Directors approval, based upon applicable formulae on a prorated basis (12 out of 36) for time worked during the performance cycle.

However, if you elect to retire prior to September 30, 2007, you will be eligible for non-prorated awards for the FY2005-FY2007 and FY2006-FY2008 cycles.

7. All outstanding stock options will continue to vest through your Separation Period (September 15, 2009). Stock options which do not expire prior to September 15, 2009 can be exercised up to three months after the last day of your Separation Period. Options not exercised by December 15, 2009 will be forfeited. However, if you elect to retire during your separation period or within thirty-one (31) days after the end of your Separation Period, your options will continue to vest and will be exercisable for up to five years from your retirement date or the natural term of the grant.

8. You received a grant of performance contingent restricted stock on January 2, 2004. The restrictions on these performance contingent restricted shares will not lapse until after the corresponding LTIP performance cycle (FY2004-2006) is completed and the Compensation and Management Development Committee of the Board of Directors determines the extent to which the restricted shares in the aforementioned grants and the associated reinvested dividends will vest as set forth in the Restricted Share Agreement. If the performance goals have been met, we expect the performance contingent restricted shares to vest in January 2007, in accordance with the Plan metrics, as applied to other senior executives.

9. Since you are not an active employee through the duration of the performance cycles, you will not be eligible to receive Performance Shares for the FY2005-2007 and FY2006-2008 cycles. However, if you elect to retire prior to September 30, 2007, you will be eligible for an award as if you were active, subject to any adjustments made by the Compensation Committee of the Board of Directors, pursuant to Section 7C (a) of the LTIP and not subject to any adjustments pursuant to the third sentence of

Mr. Thomas A. Gosnell

Page 3

August 23, 2006

Section 7C (b) of the LTIP, unless an across-the-board adjustment affecting all officers is made pursuant to this section.

10. You must either purchase or return your current Company vehicle on or before March 15, 2007. The purchase amount for your vehicle is $7,980.00, plus applicable sales tax.

11. On March 15, 2007, you will receive a lump sum payment in the amount of $61,036.89 (minus applicable taxes), said sum reflecting the three-year value of your country club dues, financial planning and executive physical benefits. At the end of your separation period (September 15, 2009) you may retain ownership of your country club memberships at your sole expense. Any equity associated with said country club memberships must be paid by you to the Company, if you, in fact, decide to retain said membership.

12. Short and long term disability coverage and savings plan participation will cease as of September 15, 2006. You will be able to request a plan distribution before the end of your separation. Please contact T. Rowe Price for information about your ArvinMeritor Savings Plan account at 1-800-922-9945.

13. If you are currently enrolled in medical, dental and/or vision coverage and the payroll deductions associated therewith, coverage will remain in force through September 30, 2009. After September 30, 2009, you will be entitled to continue your group medical, dental and vision coverage at your own expense for a period of up to 18 months through COBRA. Information as to the cost of such coverage will be supplied to you approximately two weeks following the expiration of your separation period. Life and accidental death and personal loss insurance coverage will remain in force through September 30, 2009 and the life insurance coverage only may be converted to an individual policy within 31 days after termination of coverage by contacting Prudential at 1-800-778-3827. Payroll deductions for any supplemental life insurance and/or supplemental accidental death and dismemberment insurance coverage that you may have elected will continue through September 30, 2009. Prudential will contact you through the mail following that date with regard to your ability to convert the supplemental coverage to an individual policy.

14. Based on your service with ArvinMeritor, you have met the vesting rights under the ArvinMeritor Retirement Plan. You are currently eligible to retire and you can commence your retirement benefit prior to the end of your separation. Under the provisions of the Retirement Plan, you will receive additional credited service for one year or through your retirement date, if earlier. Under the regulations of Section 415 of the Internal Revenue Code, your separation pay (including any prorated ICP award) will not count as pension eligible compensation. Please call the ArvinMeritor Retirement Center at 888-869-3772 for information about your pension benefit. You must apply for your pension benefits at least 60 days but not more than 90 days prior to your retirement date. However, if you elect to retire prior to the end of your separation period, your active employee medical, dental and/or vision coverages will terminate and you will become a recipient of the then available retiree medical coverage, if any.

15. Your compensation checks will be mailed to your home or direct deposited unless you specify otherwise. Please let us know in writing if you change your address.

Mr. Thomas A. Gosnell

Page 4

August 23, 2006

16. You will not disparage, portray in a negative light, or take any action which would be harmful to, or lead to unfavorable publicity for, the Company or its subsidiaries or divisions, or any of its or their current or former officers, directors, employees, agents, consultants, contractors, owners, divisions, parents or successors, whether public or private, including without limitation, in any and all interviews, oral statements, written materials, electronically displayed materials and materials or information displayed on Internet- or intranet-related sites. In the event of a breach or threatened breach of this paragraph, you agree that the Company will be entitled to injunctive relief in a court of appropriate jurisdiction to remedy any such breach or threatened breach and you acknowledge that damages would be inadequate and insufficient.

17. The Company will not disparage, portray in a negative light, or take any action which would be harmful to, or lead to unfavorable publicity for, you, including without limitation, in any and all interviews, oral statements, written materials, electronically displayed materials and materials or information displayed on Internet- or intranet-related sites. In the event of a breach or threatened breach of this paragraph, the Company agrees that you will be entitled to injunctive relief in a court of appropriate jurisdiction to remedy any such breach or threatened breach and the Company acknowledges that damages would be inadequate and insufficient.

18. You will deliver promptly to the Company (and not keep in your possession or deliver to any other person or entity) any and all property belonging to the Company in your possession or under your control, including without limitation, computer hardware/software, credit cards, PDA’s, pagers, other electronic equipment, records, data, notes, reports, correspondence, financial information, customer files and information and other documents or information (including any and all copies of such Company property). You may retain your computer once it has been inspected by the Company’s IT department. You may also retain your cell phone at Company expense until March 15, 2007. If, after this date you wish to keep your cell phone, it will be at your expense.

19. You agree, on behalf of yourself, your heirs, executors, administrators and assigns, to release, acquit and forever discharge the Company and its subsidiaries and divisions and its and their respective current and former officers, directors, employees, agents, owners, affiliates, successors and assigns (the "Company Released Parties") of and from any and all manner of actions and causes of action, suits, debts, damages, dues, accounts, bonds, covenants, contracts, agreements, judgments, charges, claims, rights and demands whatsoever, whether known or unknown ("Losses"), which you, your heirs, executors, administrators and assigns ever had, now have or may hereafter have, against the Company Released Parties or any of them arising out of or by reason of any cause, matter or thing whatsoever from the beginning of the world to the date hereof, including without limitation, any and all matters relating to your employment by the Company and its predecessors and the cessation thereof, any and all matters relating to your compensation and benefits by or from the Company and its predecessors and any and all matters arising under any federal, state or local statute, rule, regulation or principle of contract law or common law.

You understand that as a result of this, you will not have the right to assert that the Company unlawfully terminated your employment or violated any of your rights in connection with your employment.

Mr. Thomas A. Gosnell

Page 5

August 23, 2006

You affirm that you have not filed, and agree not to initiate or cause to be initiated on your behalf, any complaint, charge, claim or proceeding against the Company Released Parties before any federal, state or local agency, court or other body relating to your employment, the cessation thereof or any other matters covered by the terms described above, and agree not to voluntarily participate in such a proceeding.

20. The Company agrees on behalf of its subsidiaries and divisions and its and their respective current and former officers, directors, employees, agents, owners, affiliates, successors and assigns (the "Company") to release, acquit and forever discharge you, your heirs, executors, administrators and assigns, of and from any and all manner of actions and causes of action, suits, debts, damages, dues, accounts, bonds, covenants, contracts, agreements, judgments, charges, claims, rights and demands whatsoever, whether known or unknown ("Losses"), which the Company, its subsidiaries and divisions and its and their respective current and former officers, directors, employees, agents, owners, affiliates, successors and assigns, ever had, now have or may hereafter have, against you or any of them arising out of or by reason of any cause, matter or thing whatsoever, excepting any act found to be criminal, by a court of competent jurisdiction, from the beginning of the world to the date hereof, including without limitation, any and all matters relating to your employment by the Company and its predecessors and the cessation thereof, any and all matters relating to your compensation and benefits by or from the Company and its predecessors and any and all matters arising under any federal, state or local statute, rule, regulation or principle of contract law or common law.

The Company understands that as a result described above, the Company will not have the right to assert that you unlawfully terminated your employment or violated any of the Company’s rights in connection with your employment.

The Company affirms that it has not filed, and agrees not to initiate or cause to be initiated on its behalf, any complaint, charge, claim or proceeding against you before any federal, state or local agency, court or other body relating to your employment, the cessation thereof or any other matters covered by the terms of described above, and agrees not to voluntarily participate in such a proceeding.

21. The Company and you agree that the terms and conditions of this Letter Agreement are confidential and that neither party will disclose the terms of this Letter Agreement to any third parties, other than (i) disclosure by you to your spouse, (ii) disclosure by the Company or you to its or your respective attorneys, auditors, financial advisors and accountants, (iii) as may be required by law (including securities laws) or (iv) as may be necessary to enforce this Letter Agreement. Without limiting the generality of the foregoing, you acknowledge that the Company may, to the extent required by applicable law, describe or incorporate the terms of this Letter Agreement in, and/or file or incorporate this Letter Agreement as an exhibit to, one or more filings with the Securities and Exchange Commission.

22. ArvinMeritor shall have the right to terminate this agreement at any time if you materially breach any of the obligations stated herein under this agreement.

Mr. Thomas A. Gosnell

Page 6

August 23, 2006

23. You acknowledge that you have been advised to consult with an attorney prior to signing this agreement. You also acknowledge, understand and agree that this agreement is voluntarily entered into by you in consideration of the undertakings by ArvinMeritor as set forth herein and is consistent in all respects with the discussions by ArvinMeritor personnel with you relating to your separation.

24. You agree that for a period of eighteen months following the date of your departure, September 15, 2006 from the Company, you will not solicit for employment any ArvinMeritor related employee. You also agree that you will not disclose, nor will you use any ArvinMeritor proprietary information. You further agree that for a period of thirty-six (36) months you will not be employed by nor will you consult with the following companies: WABCO; Eaton; Dana; DCX; Volvo; International Truck & Engine; and Paccar, unless permission to do so is granted to you in writing by ArvinMeritor’s CEO or his designee

25. This agreement is a complete and final agreement between ArvinMeritor and its successors and Thomas A. Gosnell, and supersedes all other offers, agreements, and negotiations. Notwithstanding the foregoing, the Invention Assignment and Arbitration Agreements remain in full force and effect.

26. You will have until October 8, 2006, in which to consider this agreement, and you may revoke this agreement within seven days of signing. This agreement will not become effective until the revocation period has expired.

27. Any payments or benefits scheduled to commence later than September 15, 2006 shall commence or be paid as soon as possible as permitted by any subsequent ruling or regulation published by I.R.S. or the Department of Treasury with respect to Code Section 409(A), as such ruling or regulation is interpreted by the Company and its outside advisors, but in no event later than the scheduled payment date provided herein.

Sincerely,

/s/ Vernon G. Baker, II

Vernon G. Baker, II

Senior Vice President & General Counsel

cc: C.G. McClure, Jr.

E. T. Whitus

Accepted and Agreed by:

/s/ T. A. Gosnell

Thomas A. Gosnell

8/23/06

Date

EX-10.2

Exhibit 10.2

CONSULTING AGREEMENT

August 23, 2006

This Consulting Agreement (hereinafter referred to as “Agreement”) is between ArvinMeritor, Inc. (hereinafter referred to as “ARM”) and Thomas A. Gosnell (hereinafter referred to as “Consultant”). The parties hereby agree as follows:

1. ARM agrees to engage the Consultant and the Consultant agrees to furnish consulting services with respect to the CVS business of ARM and such other matters as the parties may agree.

2. This Agreement shall commence on September 15, 2006 and end on March 15, 2007.

3. The Consultant agrees that he shall perform the aforementioned consulting services for ARM as and when requested by ARM and at such locations as may be necessary for the performance of such services. Except for such routine consultation by telephone and mail as is required, ARM shall endeavor to arrange such times, places and periods of consultation as will be mutually convenient and not conflict with other commitments the Consultant may have. The consulting services to be performed by the Consultant will be under general direction of Carsten Reinhardt or his designee.

4. ARM shall pay the Consultant $20,833.33 per month, beginning on October 15, 2006 for the duration of the Consulting Period (September 15, 2006 – March 15, 2007). This guarantees that Consultant shall be available up to ten (10) hours per month to provide the services described herein. In addition, ARM shall reimburse the Consultant for actual reasonable expenses, including air travel (not in excess of the fares for air journeys reimbursed to employees of ARM), mileage (if for a personal car, not in excess of the per mile rate reimbursed to employees of ARM), out-of-pocket living expenses for travel, and such expenses as reasonably incurred as necessary in connection with the performance of the consulting services.

5. The Consultant shall not for any reason nor at any time during or after the term of this Agreement use or disclose to any person (except to the extent that the proper furnishing of his consulting services may require such use or disclosure to employees of ARM) any secret or confidential information relating to the processes, products, technology, machinery, apparatus or plants of ARM, or any other confidential information given to Consultant by any officer, employee or representative of ARM or obtained in the course, or as a result, of his consulting services hereunder, unless authorized to do so in writing by an officer of ARM. Any information not generally available to the public shall be considered secret or confidential for purposes of this Agreement.

6. The Consultant shall not make any public statements with respect to the business, personnel or affairs of ARM without prior written consent of an officer of ARM.

7. The Consultant shall be an independent contractor and have no power, nor shall the Consultant represent that he has any power, to bind ARM to, assume or to create any obligation or responsibility, express or implied on behalf of or in the name of ARM. As an independent contractor, the Consultant shall be responsible for any personal injury or property damage which he may suffer in the course of or in connection with the performance of the consulting services under this Agreement. The Consultant acknowledges that ARM will not carry any insurance or otherwise provide for the

Consulting Agreement

Thomas A. Gosnell

Page 2

August 23, 2006

Consultant’s protection. The Consultant agrees not to make any claims against ARM, or any of its subsidiaries or affiliates, for any injury or loss which the Consultant may suffer, while performing the services described herein.

8. The compensation provided for in paragraph 4 shall be the only compensation due to the Consultant from ARM or any of its subsidiaries or affiliates under this Agreement. The Consultant shall not be entitled to any benefits under this Agreement which ARM makes available to its employees. Because the Consultant is an independent contractor, ARM will not withhold from any compensation earned by the Consultant any payroll deductions, contributions, taxes or fees required of the Consultant, including, but not limited to, social security payments and income tax. The Consultant shall indemnify ARM against the payment of all wages and of all payroll deductions, contributions, taxes or fees lawfully required of the Consultant including, but not limited to, social security payments and income tax.

9. This Agreement shall not be waived, modified or terminated except in a writing signed by the parties. No waiver of a breach of any term or condition of this Agreement shall be deemed to constitute the waive of any other breach of the same or any other term or condition.

10. The validity, performance, construction and effect of this Agreement shall be governed by the laws of the State of Michigan

IN WITNESS WHEREOF, the parties have executed and delivered this instrument as of the date first written above.

ARVINMERITOR, INC.

By: /s/ Vernon G. Baker, II

Vernon G. Baker, II

Senior Vice President & General Counsel

Date: August 23, 2006

APPROVED:

/s/ T. A. Gosnell

Thomas A. Gosnell

EX-10.3

Exhibit 10.3

Subject to approval of ArvinMeritor’s Board of Directors

August 21, 2006

Mr. Philip R. Martens

Dear Phil:

We are pleased to extend to you our offer of employment for the position of Senior Vice President and President Light Vehicle Systems (LVS) of ArvinMeritor, Inc., effective no later than September 1, 2006. Subject to the approval of the ArvinMeritor Board of Directors (the “Board”) you will become an elected officer of ArvinMeritor, effective as of the first date employed. In this position, you will report to the Chairman, President and Chief Executive Officer of ArvinMeritor and be based in Troy, Michigan. You agree to devote your full time and attention to the business and activities of ArvinMeritor and to use your reasonable best efforts to perform faithfully and efficiently the responsibilities assigned to you by the Chairman, President and Chief Executive Officer of ArvinMeritor. This offer provides for an annual base salary of Five Hundred and Fifty Thousand Dollars ($550,000). Beginning November 2007, your annual base salary shall be reviewedannually by the Board’s Compensation and Management Development Committee, consistent with ArvinMeritor’s practice for senior executives. Any increase in your annual base salary granted by the Committee in November, shall become effective on the following February, subject to Board approval.

Please note that this offer is subject to formal approval by the ArvinMeritor Board of Directors. Discussions have been held with members of the Board, and we are confident that the Board will approve our offer. This offer is also contingent upon your supplying satisfactory proof of your physical capability, with reasonable accommodation to safely perform the duties and responsibilities of this position. To that end, a physical examination and drug screening at ArvinMeritor’s expense should be scheduled as soon as possible. Enclosed is a Medical History Questionnaire, which should be completed by you. The Clinical Evaluation Form should be completed by a physician and returned to me. Also, in accordance with the 1986 Immigration Reform and Control Act, you must provide proof of your legal right to be employed by presenting to us the appropriate document(s) as outlined in Section 2 of the enclosed Employment Eligibility Verification form on your first day of employment.

Annual Incentive Plans

You will be eligible to fully participate in the ArvinMeritor Incentive Compensation Plan (ICP) beginning in Fiscal Year 2007 (October 1, 2006 to September 30, 2007), and thereafter. Awards made under this Plan are normally paid in December of each year. Your ICP target award is 65% of your base earnings as of the end of the fiscal year for which the award is made. Actual ICP payments can range from 0% up to 200% of your target, depending upon the

Mr. Philip Martens

Page 2

August 21, 2006

performance of ArvinMeritor as determined by the Board, and based on the achievement of specified performance objectives.

Long-Term Incentives

You will be eligible to participate in ArvinMeritor’s Long-Term Incentives Plan (LTIP) in the (FY2007-2009) cycle effective October 1, 2006.

The target award of opportunity for the FY2007-2009 period will be One Million Dollars ($1,000,000). The grant will be comprised of a mix of Restricted Shares (13,500), Performance Shares (13,500) and Cash Performance Plan award opportunities ($500,000), based upon the achievement of specified performance objectives, over the three-year performance period, as determined by the Board. The target cash award and share amounts are subject to approval by the Board’s Compensation and Managament Development Committee at its November 2006 meeting.

In addition, as discussed with you, we have recommended to the Board’s Compensation and Management Development Committee that you be allowed to participate on a prorated basis in the (FY2006-2008) and (FY2005-2007) LTIP Cash Performance Plan cycles. The target Cash Performance Plan award opportunity for the FY2006-2008 period will be Three Hundred and Fifty Thousand Dollars ($350,000) and the target Cash Performance Plan award opportunity for the FY2005-2007 period will be One Hundred and Seventy-Five Thousand Dollars ($175,000).

Special Award

Furthermore, we have recommended to the Board’s Compensation and Management Development Committee that you be awarded 30,000 restricted shares, which shall vest, assuming continued service, as follows: 25% after 36 months; another 25% after 48 months; and the balance of the shares would vest after 60 months.

Benefits

You will participate in all ArvinMeritor health, welfare, savings and other employee benefit programs upon attainment of the eligibility provisions of the specific plans. You have been provided with summaries of the aforementioned plans by Ernie Whitus.

As an officer of ArvinMeritor, you shall be entitled to participate in all employee benefit (healthcare, vacation, etc.) and perquisite plans and programs (see below), of ArvinMeritor, which are generally available to its senior executive employees.

- Club Membership

- Company Car Allowance

- Financial Planning

- Annual Executive Physical Examination

- Personal Excess Liability Coverage

Mr. Philip Martens

Page 3

August 21, 2006

Severance Benefits

We are convinced you will be a valued employee of ArvinMeritor; however, in the event your employment with ArvinMeritor is terminated, you will be eligible for certain severance benefits (subject to your signing a release in a form satisfactory to ArvinMeritor, and subject to a possible six month delay in receiving certain benefits, pursuant to IRS Code Sections 409 (A)), as follows:

• By ArvinMeritor Without Cause:

- Accrued obligations;

- Severance pay based on 18-36 months of your base salary, as determined by the Board (the “Severance Pay Period”);

- Prorated ICP award;

- Health and Welfare benefit continuation for the severance period;

- Full and immediate vesting of the special service based restricted shares award;

- Payment of all vested benefits under the savings plans;

- Pro-rata participation in Cash Performance Plan award opportunities; and

- No obligation to seek new employment or otherwise mitigate.

• By ArvinMeritor for Cause (Cause defined as continued and willful failure to perform duties, provided that you have been given written notice and an opportunity to cure the failure within five business days; gross misconduct which is materially and demonstrably injurious to ArvinMeritor; or conviction of or pleading guilty or no contest to a (a) felony or (b) other crime which materially and adversely affects ArvinMeritor):

- Accrued obligations and vested plan benefits under the savings plans;

- Forfeit all unvested long-term incentive awards, performance shares, restricted stock and cash portions of any long-term incentive cycles; and

- Forfeit eligibility to receive an annual incentive award.

• By the Executive for Any Reason (other than death or disability):

- Accrued obligations and vested plan benefits under the savings plans.

Death Benefits

- Accrued obligations;

- Pro-rata annual incentive bonus participation for the time actually worked in the year of death;

- Immediate vesting of all outstanding restricted shares;

- Eligible for vesting of performance shares at the end of each performance period for all grants greater than one year;

- Pro-rata cash portion of any long-term incentive cycles that began more than one year prior to the date of death;

- Medical benefit continuation for your spouse and other dependents for six months and at the end of this six month period your spouse and dependents may be eligible for coverage under COBRA (for an additional period not to exceed 30 months);

- Payment of all death benefits under the savings plans.

Mr. Philip Martens

Page 4

August 21, 2006

Disability Benefits

Disability (Disability initially defined as the inability to perform the duties of your current job as a result of disease or injury. Based on your years of service at the time of your disability, your first six months of disability (“Short-Term Disability”) will result in either full salary continuation for the entire six-month period or a combination of full salary continuation and reduced salary continuation for said six-month period. If you are unable to perform your job duties, following Short-Term Disability, you will be placed on Long-Term Disability and receive benefits under the provisions of that program. Following a one and one-half year period on Long-Term Disability, eligibility for continued coverage will be based on your inability to perform any job for which you are qualified by education, training or experience)

- Accrued obligations;

- Pro-rata annual incentive bonus participation for the time actually worked;

- Pro-rata cash portion of any long-term incentive cycles that began more than one year prior to the end of Short-Term Disability;

- Continuation of the vesting rules for equity incentive awards;

- Medical, dental, vision and life insurance benefits will be provided on the same terms as if you were employed while you are on Long-Term Disability;

Retirement Benefits

You will be immediately eligible to participate in the 401(k) plan, which has matching company contributions, and the supplemental 401(k) restoration plan. In addition, you would be eligible to receive the pension contribution, which is a percentage of base pay and ICP varying by age, that is available under those plans.

Indemnification

The Company will provide indemnification and defend you with regard to any claims arising from any decision made by you in good faith, while performing services for the Company.

Director’s and Officer’s Insurance

The Company shall provide you with reasonable Director’s and Officer’s liability insurance coverage.

Reimbursement of Legal Fees

You will be reimbursed any legal fees incurred in connection with enforcing this agreement.

Arbitration

You have agreed to sign ArvinMeritor’s “Mutual Agreement to Arbitrate Claims” and the ArvinMeritor “Standards of Business Conduct and Conflict of Interest Certificate.” Any controversy involving the construction or application of any terms, covenants or conditions of this Agreement, or any claims arising out of any alleged breach of this Agreement, will be

Mr. Philip Martens

Page 5

August 21, 2006

submitted to and resolved by final and binding arbitration in Oakland County, Michigan (conducted pursuant to the rules of the American Arbitration Association).

In the event you leave employment of ArvinMeritor for any reason, you agree that for a period of twenty four (24) months following your departure, you will not solicit for employment any ArvinMeritor employee, nor will you, without the prior written consent of ArvinMeritor, directly or indirectly provide services as an owner, partner, employee, officer, director, independent contractor, consultant, advisor or in any other capacity to Dana Corporation, Tenneco, or Eaton Corporation, or any of their respective affiliates or subsidiaries. You also agree that you will not disclose, nor will you use, any ArvinMeritor proprietary information after you leave employment of ArvinMeritor.

Governing Law

The validity, interpretation, construction and performance of this Agreement and the rights of the parties under this Agreement shall be interpreted and enforced under Michigan law without reference to principles of conflicts of laws.

Attorneys’ Fees

In the event of litigation between the parties to this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees.

At your earliest convenience, please forward one fully executed original to me in the envelope provided.

We feel you will make a significant contribution to the ArvinMeritor organization, and we also believe the Company will furnish you a rewarding opportunity. On behalf of the Board, I welcome you to ArvinMeritor!

Sincerely,

/s/ Vernon G. Baker, II

Vernon G. Baker, II

Senior Vice President & General Counsel

ArvinMeritor, Inc.

ACCEPTED:

/s/ Philip R. Martens

DATE:

August 23, 2006

EX-10.4

Exhibit 10.4

Subject to approval of ArvinMeritor’s Board of Directors

August 18, 2006

Mr. Carsten J. Reinhardt

Dear Carsten:

We are pleased to extend to you our offer of employment for the position of Senior Vice President and President Commercial Vehicle Systems (CVS) of ArvinMeritor, Inc., effective no later than September 1, 2006. Subject to the approval of the ArvinMeritor Board of Directors (the “Board”) you will become an elected officer of ArvinMeritor, effective as of the first date employed. In this position, you will report to the Chairman, President and Chief Executive Officer of ArvinMeritor and be based in Troy, Michigan. You agree to devote your full time and attention to the business and activities of ArvinMeritor and to use your reasonable best efforts to perform faithfully and efficiently the responsibilities assigned to you by the Chairman, President and Chief Executive Officer of ArvinMeritor. This offer provides for an annual base salary of Five Hundred Thousand Dollars ($500,000). Beginning November 2007, your annual base salary shall be reviewed annually by the Board’s Compensation and Management Development Committee, consistent with ArvinMeritor’s practice for senior executives. Any increase in your annual base salary granted by the Committee in November, shall become effective on the following February, subject to Board approval.

Please note that this offer is subject to formal approval by the ArvinMeritor Board of Directors. Discussions have been held with members of the Board, and we are confident that the Board will approve our offer. This offer is also contingent upon your supplying satisfactory proof of your physical capability, with reasonable accommodation to safely perform the duties and responsibilities of this position. To that end, a physical examination and drug screening at ArvinMeritor’s expense should be scheduled as soon as possible. Enclosed is a Medical History Questionnaire, which should be completed by you. The Clinical Evaluation Form should be completed by a physician and returned to me.

Also, in accordance with the 1986 Immigration Reform and Control Act, you must provide proof of your legal right to be employed by presenting to us the appropriate document(s) as outlined in Section 2 of the enclosed Employment Eligibility Verification form on your first day of employment.

Annual Incentive Plans

You will be eligible to fully participate in the ArvinMeritor Incentive Compensation Plan (ICP) beginning in Fiscal Year 2007 (October 1, 2006 to September 30, 2007), and thereafter. Awards made under this Plan are normally paid in December of each year. Your ICP target award is 65% of your base earnings as of the end of the fiscal year for which the award is made. Actual ICP payments can range from 0% up to 200% of your target, depending upon the

Mr. Carsten Reinhardt

Page 2

August 18, 2006

performance of ArvinMeritor as determined by the Board, and based on the achievement of specified performance objectives.

Long-Term Incentives

You will be eligible to participate in ArvinMeritor’s Long-Term Incentives Plan (LTIP) in the (FY2007-2009) cycle effective October 1, 2006.

The target award of opportunity for the FY2007-2009 period will be One Million Dollars ($1,000,000). The grant will be comprised of a mix of Restricted Shares (13,500), Performance Shares (13,500) and Cash Performance Plan award opportunities ($500,000), based upon the achievement of specified performance objectives, over the three-year performance period, as determined by the Board. The target cash award and share amounts are subject to approval by the Board’s Compensation and Managament Development Committee at its November 2006 meeting.

In addition, as discussed with you, we have recommended to the Board’s Compensation and Management Development Committee that you be allowed to participate on a prorated basis in the (FY2006-2008) and (FY2005-2007) LTIP Cash Performance Plan cycles. The target Cash Performance Plan award opportunity for the FY2006-2008 period will be Three Hundred and Fifty Thousand Dollars ($350,000) and the target Cash Performance Plan award opportunity for the FY2005-2007 period will be One Hundred and Seventy-Five Thousand Dollars ($175,000).

Special Award

Furthermore, we have recommended to the Board’s Compensation and Management Development Committee that you be awarded 15,000 restricted shares, which shall vest, assuming continued service, as follows: 25% after 36 months; another 25% after 48 months; and the balance of the shares would vest after 60 months. Additionally, you will receive a cash award of $250,000 payable on February 1, 2007. If you choose to voluntarily terminate your employment with ArvinMeritor within one year from your first date of employment, you will be required to reimburse ArvinMeritor for this full amount. If you choose to voluntarily terminate your employment with ArvinMeritor after one year but before two years from your first date of employment, you will be required to reimburse ArvinMeritor for 50% of this amount.

Benefits

You will participate in all ArvinMeritor health, welfare, savings and other employee benefit programs upon attainment of the eligibility provisions of the specific plans. You have been provided with summaries of the aforementioned plans by Ernie Whitus.

As an officer of ArvinMeritor, you shall be entitled to participate in all employee benefit (healthcare, vacation, etc.) and perquisite plans and programs (see below), of ArvinMeritor, which are generally available to its senior executive employees.

- Club Membership

- Company Car Allowance

- Financial Planning

Mr. Carsten Reinhardt

Page 3

August 18, 2006

- Annual Executive Physical Examination

- Personal Excess Liability Coverage

Severance Benefits

We are convinced you will be a valued employee of ArvinMeritor; however, in the event your employment with ArvinMeritor is terminated, you will be eligible for certain severance benefits (subject to your signing a release in a form satisfactory to ArvinMeritor and subject to a possible six month delay in receiving certain benefits, pursuant to IRS Code Section 409 (A)), as follows:

• By ArvinMeritor Without Cause:

- Accrued obligations;

- Severance pay based on 18-36 months of your base salary, as determined by the Board (the “Severance Pay Period”);

- Prorated ICP award;

- Health and Welfare benefit continuation for the severance period;

- Full and immediate vesting of the special service based restricted shares award;

- Payment of all vested benefits under the savings plans;

- Pro-rata participation in Cash Performance Plan award opportunities; and

- No obligation to seek new employment or otherwise mitigate.

• By ArvinMeritor for Cause (Cause defined as continued and willful failure to perform duties, provided that you have been given written notice and an opportunity to cure the failure within five business days; gross misconduct which is materially and demonstrably injurious to ArvinMeritor; or conviction of or pleading guilty or no contest to a (a) felony or (b) other crime which materially and adversely affects ArvinMeritor):

- Accrued obligations and vested plan benefits under the savings plans;

- Forfeit all unvested long-term incentive awards, performance shares, restricted stock and cash portions of any long-term incentive cycles; and

- Forfeit eligibility to receive an annual incentive award.

• By the Executive for Any Reason (other than death or disability):

- Accrued obligations and vested plan benefits under the savings plans.

Death Benefits

- Accrued obligations;

- Pro-rata annual incentive bonus participation for the time actually worked in the year of death;

- Immediate vesting of all outstanding restricted shares;

- Eligible for vesting of performance shares at the end of each performance period for all grants greater than one year;

- Pro-rata cash portion of any long-term incentive cycles that began more than one year prior to the date of death;

Mr. Carsten Reinhardt

Page 4

August 18, 2006

- Medical benefit continuation for your spouse and other dependents for six months and at the end of this six month period your spouse and dependents may be eligible for coverage under COBRA (for an additional period not to exceed 30 months);

- Payment of all death benefits under the savings plans.

Disability Benefits

Disability (Disability initially defined as the inability to perform the duties of your current job as a result of disease or injury. Based on your years of service at the time of your disability, your first six months of disability (“Short-Term Disability”) will result in either full salary continuation for the entire six-month period or a combination of full salary continuation and reduced salary continuation for said six-month period. If you are unable to perform your job duties, following Short-Term Disability, you will be placed on Long-Term Disability and receive benefits under the provisions of that program. Following a one and one-half year period on Long-Term Disability, eligibility for continued coverage will be based on your inability to perform any job for which you are qualified by education, training or experience)

- Accrued obligations;

- Pro-rata annual incentive bonus participation for the time actually worked;

- Pro-rata cash portion of any long-term incentive cycles that began more than one year prior to the end of Short-Term Disability;

- Continuation of the vesting rules for equity incentive awards;

- Medical, dental, vision and life insurance benefits will be provided on the same terms as if you were employed while you are on Long-Term Disability;

Retirement Benefits

You will be immediately eligible to participate in the 401(k) plan, which has matching company contributions, and the supplemental 401(k) restoration plan. In addition, you would be eligible to receive the pension contribution, which is a percentage of base pay and ICP varying by age, that is available under those plans.

Indemnification

The Company will provide indemnification and defend you with regard to any claims arising from any decision made by you in good faith, while performing services for the Company.

Director’s and Officer’s Insurance

The Company shall provide you with reasonable Director’s and Officer’s liability insurance coverage.

Reimbursement of Legal Fees

You will be reimbursed any legal fees incurred in connection with enforcing this agreement.

Mr. Carsten Reinhardt

Page 5

August 18, 2006

Arbitration

You have agreed to sign ArvinMeritor’s “Mutual Agreement to Arbitrate Claims” and the ArvinMeritor “Standards of Business Conduct and Conflict of Interest Certificate.” Any controversy involving the construction or application of any terms, covenants or conditions of this Agreement, or any claims arising out of any alleged breach of this Agreement, will be submitted to and resolved by final and binding arbitration in Oakland County, Michigan (conducted pursuant to the rules of the American Arbitration Association).

In the event you leave employment of ArvinMeritor for any reason, you agree that for a period of twenty four (24) months following your departure, you will not solicit for employment any ArvinMeritor employee, nor will you, without the prior written consent of ArvinMeritor, directly or indirectly provide services as an owner, partner, employee, officer, director, independent contractor, consultant, advisor or in any other capacity to Dana Corporation, Tenneco, or Eaton Corporation, or any of their respective affiliates or subsidiaries. You also agree that you will not disclose, nor will you use, any ArvinMeritor proprietary information after you leave employment of ArvinMeritor.

Governing Law

The validity, interpretation, construction and performance of this Agreement and the rights of the parties under this Agreement shall be interpreted and enforced under Michigan law without reference to principles of conflicts of laws.

Attorneys’ Fees

In the event of litigation between the parties to this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees.

At your earliest convenience, please forward one fully executed original to me in the envelope provided.

We feel you will make a significant contribution to the ArvinMeritor organization, and we also believe the Company will furnish you a rewarding opportunity. On behalf of the Board, I welcome you to ArvinMeritor!

Sincerely,

/s/ Vernon G. Baker, II

Vernon G. Baker, II

Senior Vice President and General Counsel

ArvinMeritor, Inc.

ACCEPTED:

/s/ Carsten J. Reinhardt

DATE:

August 23, 2006

EX-10.5

Exhibit 10.5

Subject to approval of ArvinMeritor’s Board of Directors

August 18, 2006

Mr. H. H. Wacaser

Dear Buddy:

We are pleased to extend to you our offer of employment for the position of Senior Vice President and President Emission Technologies of ArvinMeritor, Inc., effective no later than September 1, 2006. Subject to the approval of the ArvinMeritor Board of Directors (the “Board”) you will become an elected officer of ArvinMeritor, effective as of the first date employed. In this position, you will report to the Chairman, President and Chief Executive Officer of ArvinMeritor and be based in Troy, Michigan. You agree to devote your full time and attention to the business and activities of ArvinMeritor and to use your reasonable best efforts to perform faithfully and efficiently the responsibilities assigned to you by the Chairman, President and Chief Executive Officer of ArvinMeritor. This offer provides for an annual base salary of Five Hundred Thousand Dollars ($500,000). Beginning November 2007, your annual base salary shall be reviewed annually by the Board’s Compensation and Management Development Committee, consistent with ArvinMeritor’s practice for senior executives. Any increase in your annual base salary granted by the Committee in November, shall become effective on the following February, subject to Board approval.

Please note that this offer is subject to formal approval by the ArvinMeritor Board of Directors. Discussions have been held with members of the Board, and we are confident that the Board will approve our offer. This offer is also contingent upon your supplying satisfactory proof of your physical capability, with reasonable accommodation to safely perform the duties and responsibilities of this position. To that end, a physical examination and drug screening at ArvinMeritor’s expense should be scheduled as soon as possible. Enclosed is a Medical History Questionnaire, which should be completed by you. The Clinical Evaluation Form should be completed by a physician and returned to me.

Also, in accordance with the 1986 Immigration Reform and Control Act, you must provide proof of your legal right to be employed by presenting to us the appropriate document(s) as outlined in Section 2 of the enclosed Employment Eligibility Verification form on your first day of employment.

Annual Incentive Plans

You will be eligible to fully participate in the ArvinMeritor Incentive Compensation Plan (ICP) beginning in Fiscal Year 2007 (October 1, 2006 to September 30, 2007), and thereafter. Awards made under this Plan are normally paid in December of each year. Your ICP target award is 65% of your base earnings as of the end of the fiscal year for which the award is made.

Mr. H. H. Wacaser

Page 2

August 18, 2006

Actual ICP payments can range from 0% up to 200% of your target, depending upon the performance of ArvinMeritor as determined by the Board, and based on the achievement of specified performance objectives.

Long-Term Incentives

You will be eligible to participate in ArvinMeritor’s Long-Term Incentives Plan (LTIP) in the (FY2007-2009) cycle effective October 1, 2006.

The target award of opportunity for the FY2007-2009 period will be One Million Dollars ($1,000,000). The grant will be comprised of a mix of Restricted Shares (13,500), Performance Shares (13,500) and Cash Performance Plan award opportunities ($500,000), based upon the achievement of specified performance objectives, over the three-year performance period, as determined by the Board. The target cash award and share amounts are subject to approval by the Board’s Compensation and Managament Development Committee at its November 2006 meeting.

In addition, as discussed with you, we have recommended to the Board’s Compensation and Management Development Committee that you be allowed to participate on a prorated basis in the (FY2006-2008) and (FY2005-2007) LTIP Cash Performance Plan cycles. The target Cash Performance Plan award opportunity for the FY2006-2008 period will be Three Hundred and Fifty Thousand Dollars ($350,000) and the target Cash Performance Plan award opportunity for the FY2005-2007 period will be One Hundred and Seventy-Five Thousand Dollars ($175,000).

Special Award

Furthermore, we have recommended to the Board’s Compensation and Management Development Committee that you be awarded 15,000 restricted shares, which shall vest, assuming continued service, as follows: 50% after 36 months and the balance of the shares would vest after 48 months.

Benefits

You will participate in all ArvinMeritor health, welfare, savings and other employee benefit programs upon attainment of the eligibility provisions of the specific plans. You have been provided with summaries of the aforementioned plans by Ernie Whitus.

As an officer of ArvinMeritor, you shall be entitled to participate in all employee benefit (healthcare, vacation, etc.) and perquisite plans and programs (see below), of ArvinMeritor, which are generally available to its senior executive employees.

- Club Membership

- Company Car Allowance

- Financial Planning

- Annual Executive Physical Examination

- Personal Excess Liability Coverage

Mr. H. H. Wacaser

Page 3

August 18, 2006

Severance Benefits

We are convinced you will be a valued employee of ArvinMeritor; however, in the event your employment with ArvinMeritor is terminated, you will be eligible for certain severance benefits (subject to your signing a release in a form satisfactory to ArvinMeritor and subject to a possible six month delay in receiving certain benefits, pursuant to IRS Code Section 409 (A)), as follows:

• By ArvinMeritor Without Cause:

- Accrued obligations;

- Severance pay based on 18-36 months of your base salary, as determined by the Board (the “Severance Pay Period”);

- Prorated ICP award;

- Health and Welfare benefit continuation for the severance period;

- Full and immediate vesting of the special service based restricted shares award;

- Payment of all vested benefits under the savings plans;

- Pro-rata participation in Cash Performance Plan award opportunities; and

- No obligation to seek new employment or otherwise mitigate.

• By ArvinMeritor for Cause (Cause defined as continued and willful failure to perform duties, provided that you have been given written notice and an opportunity to cure the failure within five business days; gross misconduct which is materially and demonstrably injurious to ArvinMeritor; or conviction of or pleading guilty or no contest to a (a) felony or (b) other crime which materially and adversely affects ArvinMeritor):

- Accrued obligations and vested plan benefits under the savings plans;

- Forfeit all unvested long-term incentive awards, performance shares, restricted stock and cash portions of any long-term incentive cycles; and

- Forfeit eligibility to receive an annual incentive award.

• By the Executive for Any Reason (other than death or disability):

- Accrued obligations and vested plan benefits under the savings plans.

Death Benefits

- Accrued obligations;

- Pro-rata annual incentive bonus participation for the time actually worked in the year of death;

- Immediate vesting of all outstanding restricted shares;

- Eligible for vesting of performance shares at the end of each performance period for all grants greater than one year;

- Pro-rata cash portion of any long-term incentive cycles that began more than one year prior to the date of death;

- Medical benefit continuation for your spouse and other dependents for six months and at the end of this six month period your spouse and dependents may be eligible for coverage under COBRA (for an additional period not to exceed 30 months);

- Payment of all death benefits under the savings plans.

Mr. H. H. Wacaser

Page 4

August 18, 2006

Disability Benefits

Disability (Disability initially defined as the inability to perform the duties of your current job as a result of disease or injury. Based on your years of service at the time of your disability, your first six months of disability (“Short-Term Disability”) will result in either full salary continuation for the entire six-month period or a combination of full salary continuation and reduced salary continuation for said six-month period. If you are unable to perform your job duties, following Short-Term Disability, you will be placed on Long-Term Disability and receive benefits under the provisions of that program. Following a one and one-half year period on Long-Term Disability, eligibility for continued coverage will be based on your inability to perform any job for which you are qualified by education, training or experience)

- Accrued obligations;

- Pro-rata annual incentive bonus participation for the time actually worked;

- Pro-rata cash portion of any long-term incentive cycles that began more than one year prior to the end of Short-Term Disability;

- Continuation of the vesting rules for equity incentive awards;

- Medical, dental, vision and life insurance benefits will be provided on the same terms as if you were employed while you are on Long-Term Disability;

Retirement Benefits

You will be immediately eligible to participate in the 401(k) plan, which has matching company contributions, and the supplemental 401(k) restoration plan. In addition, you would be eligible to receive the pension contribution, which is a percentage of base pay and ICP varying by age, that is available under those plans.

Indemnification

The Company will provide indemnification and defend you with regard to any claims arising from any decision made by you in good faith, while performing services for the Company.

Director’s and Officer’s Insurance

The Company shall provide you with reasonable Director’s and Officer’s liability insurance coverage.

Reimbursement of Legal Fees

You will be reimbursed any legal fees incurred in connection with enforcing this agreement.

Arbitration

You have agreed to sign ArvinMeritor’s “Mutual Agreement to Arbitrate Claims” and the ArvinMeritor “Standards of Business Conduct and Conflict of Interest Certificate.” Any controversy involving the construction or application of any terms, covenants or conditions of this Agreement, or any claims arising out of any alleged breach of this Agreement, will be submitted to and resolved by final and binding arbitration in Oakland County, Michigan (conducted pursuant to the rules of the American Arbitration Association).

Mr. H. H. Wacaser

Page 5

August 18, 2006

In the event you leave employment of ArvinMeritor for any reason, you agree that for a period of twenty four (24) months following your departure, you will not solicit for employment any ArvinMeritor employee, nor will you, without the prior written consent of ArvinMeritor, directly or indirectly provide services as an owner, partner, employee, officer, director, independent contractor, consultant, advisor or in any other capacity to Dana Corporation, Tenneco, or Eaton Corporation, or any of their respective affiliates or subsidiaries. You also agree that you will not disclose, nor will you use, any ArvinMeritor proprietary information after you leave employment of ArvinMeritor.

Governing Law

The validity, interpretation, construction and performance of this Agreement and the rights of the parties under this Agreement shall be interpreted and enforced under Michigan law without reference to principles of conflicts of laws.

Attorneys’ Fees

In the event of litigation between the parties to this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees.

At your earliest convenience, please forward one fully executed original to me in the envelope provided.

We feel you will make a significant contribution to the ArvinMeritor organization, and we also believe the Company will furnish you a rewarding opportunity. On behalf of the Board, I welcome you to ArvinMeritor!

Sincerely,

/s/ Vernon G. Baker, II

Vernon G. Baker, II

Senior Vice President and General Counsel

ArvinMeritor, Inc.

ACCEPTED:

/s/ H. H. Wacaser

DATE:

August 21, 2006