Form of Restricted Stock Agreement Under The 2007 Long-term Incentive Plan.

Exhibit 10-c-1

ARVINMERITOR, INC.
RESTRICTED STOCK AGREEMENT

In accordance with Section 11 of the 2007 Long-Term Incentive Plan, as amended (" Plan" ), of ArvinMeritor, Inc. (the " Company" ), [_____] shares of Common Stock, $1 par value, of the Company have been granted to you today as restricted shares (" Restricted Shares" ). The Restricted Shares have been granted to you upon the following terms and conditions:

1. Restricted Period

Subject to the provisions of paragraph 2 of this agreement, the period during which the Restricted Shares are subject to forfeiture (" Restricted Period" ) shall end on (a) December 1, 20[__] with respect to [____] of the Restricted Shares; (b) December 1, 20[__] with respect to an additional [____] of the Restricted Shares; and (c) December 1, 20[__] with respect to the remaining [____] of the Restricted Shares.

2. Earning of Restricted Shares

(a) If your employment is terminated due to your death or Disability (as defined in the Plan) prior to the end of the Restricted Period, you will be deemed to have earned, as of the end of the Restricted Period, a pro-rated portion of the Restricted Shares, based on the number of full months of the vesting period that have elapsed as of the date of death or Disability.

(b) Upon your Retirement (as defined in the Plan) after [_______], 20[__] and prior to the end of the Restricted Period, the Restricted Shares will continue to vest in accordance with the terms of Section 1 of this agreement.

(c) If your employment with the Company terminates prior to the end of the Restricted Period for any other reason, you shall be deemed not to have earned any of the unvested Restricted Shares and shall have no further rights with respect thereto, except as and to the extent that the Compensation and Management Development Committee of the Board of Directors, taking into account the purpose of the Plan and such other factors as in its sole discretion it deems appropriate, may determine.

3. Retention of Certificates for Restricted Shares

Certificates for the Restricted Shares and any dividends or distributions thereon or in respect thereof that may be paid in additional shares of Common Stock, other securities of the Company or securities of another entity (" Stock Dividends" ), shall be delivered to and held by the Company, or such Restricted Shares or Stock Dividends shall be registered in book entry form, subject to the Company' s instructions, until you shall have earned the Restricted Shares in accordance with the provisions of paragraph 2. To facilitate implementation of the provisions of this agreement, you undertake to sign and deposit with the Company' s Office of the Secretary a Stock Transfer Power in the form of Attachment 1 hereto with respect to the Restricted Shares and any Stock Dividends thereon.

4. Cash Divide ...