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Exhibit
10-d
COMPENSATION OF
DIRECTORS
The retainer for Board
service for non-employee directors of ArvinMeritor is $75,000 per
year. No additional retainer is paid for service as committee
members.
The Chairman of the Audit Committee receives an additional retainer
of $10,000 per year, and the Chairman of the Compensation Committee
receives an additional retainer of $7,000 per year. The Chairmen of
the Corporate Governance and Nominating Committee and the
Environmental and Social Responsibility Committee each receive an
additional retainer of $5,000 per year. The Presiding Director
receives an additional retainer of $20,000 per year.
A director may elect to defer payment of all or part of the cash
retainer fees to a later date, with interest on deferred amounts
accruing quarterly at a rate equal to 120% of the Federal long-term
rate set each month by the Secretary of the Treasury. Each director
also has the option each year (provided sufficient shares are
available under a plan covering director equity grants to
accommodate this deferral option at the time of election) to defer
all or any portion of the
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