DEFERRED SHARE AWARD AGREEMENT

Deferred Unit Award Agreement

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This Deferred Unit Award Agreement involves

ARVINMERITOR INC

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Title: DEFERRED SHARE AWARD AGREEMENT
Date: 2/9/2005
Industry: CARPRT Sector: CYCLIC

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DEFERRED SHARE AWARD AGREEMENT

To: [Name]

In accordance with the provisions of the Incentive Compensation Plan (the “ICP”) of ArvinMeritor, Inc. (the “Company”), a deferred award (the “Deferred Share Award”) of ____ shares of Common Stock, par value $1 per share, of the Company (the “Deferred Shares”) has been granted to you by the Compensation and Management Development Committee (the “Committee”) of the Board of Directors of the Company and such award has been ratified by the Board of Directors of the Company. The Deferred Share Award has been granted to you upon the following terms and conditions:

1. Delivery of Deferred Shares

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