2004 Directors Stock Plan

ARVINMERITOR, INC.


2004 DIRECTORS STOCK PLAN


1. PURPOSE OF THE PLAN.


The purpose of the 2004 Directors Stock Plan (the Plan) is to link the
compensation of non-employee directors of ArvinMeritor, Inc. (ArvinMeritor)
directly with the interests of the ArvinMeritor shareowners.


2. PARTICIPANTS.


Participants in the Plan shall consist of directors of ArvinMeritor who are
not employees of ArvinMeritor or any of its subsidiaries (Non-Employee
Directors). The term "subsidiary" as used in the Plan means a corporation
more than 50% of the voting stock of which, or an unincorporated business
entity more than 50% of the equity interest in which, shall at the time be
owned directly or indirectly by ArvinMeritor.


3. SHARES RESERVED UNDER THE PLAN.


Subject to the provisions of Section 14, there shall be reserved for
delivery under the Plan 275,000 shares of Common Stock, par value $1.00 per
share, of ArvinMeritor (Shares). Shares to be delivered under the Plan may
be authorized and unissued Shares, Shares held in treasury or any
combination thereof. Shares with respect to the unexercised, undistributed
or unearned portion of any terminated or forfeited award or grant made
pursuant to the Plan shall be available for further awards or grants.


4. ADMINISTRATION OF THE PLAN.


The Plan shall be administered by the Corporate Governance and Nominating
Committee (the Committee) of the Board of Directors of ArvinMeritor (the
Board), subject to the right of the Board, in its sole discretion, to
exercise or authorize another committee or person to exercise some or all
of the responsibilities, powers and authority vested in the Committee under
the Plan. The Committee (or the Board or any other committee or person
authorized by the Board) shall have authority to interpret the Plan, and to
prescribe, amend and rescind rules and regulations relating to the
administration of the Plan, and all such interpretations, rules and
regulations shall be conclusive and binding on all persons.


B-1 5. EFFECTIVE DATE OF THE PLAN.


The Plan has been approved by the Board and shall be submitted to the
shareowners of ArvinMeritor for approval at the Annual Meeting of
Shareowners to be held in 2004 and, if approved by the shareowners, shall
become effective on the date and at the time of such approval.


6. RESTRICTED SHARE UNITS.


(a) Annual Awards. Immediately following each Annual Meeting of
Shareowners of ArvinMeritor, each Non-Employee Director who is elected
a director at, or who was previously elected and continues as a
director after, that Annual Meeting may be awarded a right to receive
Shares (Restricted Share Units) upon the terms and conditions set
forth in the Plan and the applicable award agreement. The number of
Restricted Share Units, if any, so awarded (the Annual RSU Amount)
shall be fixed from time to time by the Board. Unless otherwise
provided in the applicable award agreement, (i) each Restricted Share
Unit shall be paid or settled by the issuance of one Share after the
earliest of (A) six (6) years from the date of the award, (B) ten days
after the Non-Employee Director retires from the Board after reaching
age 72 and having served at least three years as a director or (C) the
date the Non-Employee Director resigns from the Board or ceases to be
a director by reason of the antitrust laws, compliance with
ArvinMeritor's conflict of interest policies, death, disability or
other circumstances that the Board determines not to be adverse to the
best interests of ArvinMeritor and (ii) if the Non-Employee Director
ceases to be a director prior to six years from the date of the award
of the Restricted Share Unit for any reason other than as described in
clause (i)(B) or clause (i)(C) above, such Restricted Share Unit will
terminate and all right, title and interest of the Non-Employee
Director thereunder will be forfeited. A participant shall not be
required to make any payment for any Restricted Share Units or Shares
delivered under this Section 6. Upon the delivery of Shares under this
Section 6, the recipient shall have the entire beneficial ownership
interest in, and all rights and privileges of a shareowner as to those
Shares, including the right to vote the Shares and to receive
dividends thereon.


(b) Discretionary Awards. At such times as the Board may determine, the
Board may award to each Non-Employee Director, or to one or more
designated Non-Employee Directors, such additional number of
Restricted Share Units as the Board in its sole discretion shall
determine.


(c) Dividend Equivalents. If and to the extent provided for in the
applicable award agreement, a recipient of Restricted Share Units
shall be entitled,


B-2
during the period after the Restricted Share Units are awarded and
until the termination and forfeiture or payment and settlement
thereof, to receive dividend equivalents in respect of such Restricted
Share Units equal to the amount or value of any cash or other
dividends or distributions payable on an equivalent number of Shares.
Any such dividend equivalents shall be paid, with or without interest,
as and when provided for in the applicable award agreement.


(d) Deferrals. If and to the extent provided for in the applicable award
agreement and on such terms and conditions as may be set forth
therein, a Non-Employee Director may from time to time elect in
advance to defer the issuance and delivery of Shares otherwise
issuable in respect of Restricted Share Units held by the Non-Employee
Director.


7. SHARES.


(a) Annual Awards. Immediately following each Annual Meeting of
Shareowners of ArvinMeritor, each Non-Employee Director who is elected
a director at, or who was previously elected and continues as a
director after, that Annual Meeting may receive an award of Shares.
The number of Shares, if any, so awarded (the Annual Share Amount)
shall be fixed from time to time by the Board. A participant shall not
be required to make any payment for any Shares delivered under this
Section 7. Upon the delivery of Shares under this Section 7, the
recipient shall have the entire beneficial ownership interest in, and
all rights and privileges of a shareowner as to those Shares,
including the right to vote the Shares and to receive dividends
thereon.


(b) Discretionary Awards. At such times as the Board may determine, the
Board may award to each Non-Employee Director, or to one or more
designated Non-Employee Directors, such additional number of Shares as
the Board in its sole discretion shall determine.


8. RESTRICTED SHARES.


(a) Annual Awards. Immediately following each Annual Meeting of
Shareowners of ArvinMeritor, each Non-Employee Director who is elected
a director at, or who was previously elected and continues as a
director after, that Annual Meeting may receive an award of restricted
Shares (Restricted Shares). The number of Restricted Shares, if any,
so awarded (the Annual Restricted Share Amount) shall be fixed from
time to time by the Board. A participant shall not be required to make
any payment for any Restricted Shares delivered under this Section 8.
Upon receipt of an award of Restricted Shares, the recipient shall
have the right to vote the Restricted Shares and to receive dividends
thereon, and the


B-3
Restricted Shares shall have all the attributes of outstanding Shares,
except that the 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 recipient's name but
delivered to and held by ArvinMeritor). Unless otherwise provided in
the applicable award agreement, (i) the Restricted Shares so held
shall be delivered to the Non-Employee Director and cease to be
...