As filed with the Securities Exchange Commission on August 4, 2000.
                                           Registration No. 333 -
     ------------------------------------------------------------------


                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
                            ____________________
                                  FORM S-3
                           Registration Statement
                                   Under
                         The Securities Act of 1933
                           _______________________
                             ARVINMERITOR, INC.

           (Exact name of registrant as specified in its charter)

                  Indiana                             38-3354643
      (State or other jurisdiction of              (I.R.S. employer
      incorporation or organization)            identification number)

                            2135 West Maple Road
                          Troy, Michigan 48084-7186
                               (248) 435-1000
             (Address, including zip code, and telephone number,
      including area code, of registrant's principal executive offices)

                             Vernon G. Baker, II
            Senior Vice President, General Counsel and Secretary
                             ArvinMeritor, Inc.
                            2135 West Maple Road
                          Troy, Michigan 48084-7186
                               (248) 435-1000
          (Name, address, including zip code, and telephone number,
                 including area code, of agent for service)

                               With a copy to:
                            Frederick L. Hartmann
                            Schiff Hardin & Waite
                              6600 Sears Tower
                        Chicago, Illinois 60606-6473
                               (312) 258-5000
                         ___________________________

        Approximate Date of Commencement of Proposed Sale to the Public:
   From time to time after the Registration Statement becomes effective.
        If the only securities being registered on this Form are being
   offered pursuant to dividend or interest reinvestment plans, please
   check the following box.  [ ]
        If any of the securities being registered on this Form are to be
   offered on a delayed or continuous basis pursuant to Rule 415 under
   the Securities Act of 1933, other than securities offered only in
   connection with dividend or interest reinvestment plans, check the
   following box.  [x]







        If this Form is filed to register additional securities for an
   offering pursuant to Rule 462(b) under the Securities Act, please
   check the following box and list the Securities Act registration
   statement number of the earlier effective registration statement for
   the same offering.  [ ]
        If this Form is a post-effective amendment filed pursuant to Rule
   462(c) under the Securities Act, check the following box and list the
   Securities Act registration statement number of the earlier effective
   registration statement for the same offering.  [ ]
        If delivery of the prospectus is expected to be made pursuant to
   Rule 434, please check the following box.  [ ]




                       CALCULATION OF REGISTRATION FEE
   ===================================================================================================================
                                                                    Proposed             Proposed
                                                    Amount           maximum             maximum
               Title of each class of               to be        offering price         aggregate              Amount of
             securities to be registered         registered      per share (1)      offering price (1)     registration fee
             ---------------------------          ----------     --------------     ------------------     ----------------
                                                                                                      
       Common Stock, $1 par value (including
       associated preferred share purchase          14,000           $15.72              $220,080                 $59
       rights)

     ===================================================================================================================


     (1)  Based upon $15.72 per share, the average of the high and low
        sales prices of the Common Stock as reported on the New York
        Stock Exchange on August 1, 2000.  (See Rules 457(c) and 457(h)
        of the Securities Exchange Act of 1933).

   The Registrant hereby amends this Registration Statement on such date
   or dates as may be necessary to delay its effective date until the
   Registrant shall file a further amendment which specifically states
   that this Registration Statement will thereafter become effective in
   accordance with Section 8(a) of the Securities Act of 1933 or until
   this Registration Statement shall become effective on such date as the
   Commission acting pursuant to said Section 8(a) may determine.







                SUBJECT TO COMPLETION - DATED AUGUST __, 2000

   PROSPECTUS

                             ARVINMERITOR, INC.

                                14,000 Shares
                         Common Stock, $1 Par Value

                  ARVINMERITOR, INC. EMPLOYEE SAVINGS PLAN

        This Prospectus relates to shares of common stock of ArvinMeritor,
   Inc. which may be offered and sold under the ArvinMeritor, Inc. Employee
   Savings Plan to Plan participants who ceased to be employees of Arvin
   Industries, Inc. and its subsidiaries on or prior to July 7, 2000.

        Our common stock is traded on the New York Stock Exchange under the
   symbol "ARM".  On August 1, 2000, the closing sale price of the common
   stock on the New York Stock Exchange was $15.50 per share.

        The mailing address and telephone number of ArvinMeritor's
   principal executive offices are: 2135 West Maple Road, Troy, Michigan
   48084-7186; telephone: (248) 435-1000.

        This Prospectus should be retained for future reference.
                  __________________________________________

   Neither the Securities and Exchange Commission nor any state securities
   commission has approved or disapproved of these securities or passed
   upon the accuracy or adequacy of this prospectus.  Any representation to
   the contrary is a criminal offense.

                  __________________________________________

                The date of this Prospectus is August __, 2000

   The information in this prospectus is not complete and may be changed.
   We may not sell these securities until the registration statement filed
   with the Securities and Exchange Commission is effective.  This
   prospectus is not an offer to sell these securities and is not
   soliciting an offer to buy these securities in any state where the offer
   or sale is not permitted.

   You should rely only on the information provided or incorporated by
   reference in this Prospectus.  The information in this Prospectus is
   accurate as of the date on these documents, and you should not assume
   that it is accurate as of any other date.







                              TABLE OF CONTENTS
                                                                    Page
                                                                    -----
   ARVINMERITOR, INC.  . . . . . . . . . . . . . . . . . . . . . . . .  4

   WHERE YOU CAN FIND MORE INFORMATION . . . . . . . . . . . . . . .    5

   ARVINMERITOR, INC. EMPLOYEE SAVINGS PLAN PROSPECTUS . . . . . . . .  5

   APPENDIX DATED JULY 19, 2000 TO PROSPECTUS AND SUMMARY PLAN
   DESCRIPTION DATED SEPTEMBER 6, 1997 . . . . . . . . . . . . . . .    8

   APPENDIX DATED SEPTEMBER 6, 1997 TO PROSPECTUS AND SUMMARY PLAN
   DESCRIPTION DATED SEPTEMBER 12, 1997  . . . . . . . . . . . . . .   12

   ARVINMERITOR, INC. EMPLOYEE SAVINGS PLAN PROSPECTUS AND SUMMARY PLAN
   DESCRIPTION DATED SEPTEMBER 12, 1997  . . . . . . . . . . . . . .   14

   1.   INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . .   14

   2.   ELIGIBILITY  . . . . . . . . . . . . . . . . . . . . . . . .   14

   3.   DEPOSITS . . . . . . . . . . . . . . . . . . . . . . . . . .   14

        What deposits are made into my Employee Savings Plan
        accounts?  . . . . . . . . . . . . . . . . . . . . . . . . .   14
        3.1  Regular Deposits  . . . . . . . . . . . . . . . . . . .   14
        3.2  Optional Deposits . . . . . . . . . . . . . . . . . . .   15
        3.3  Matching Contributions  . . . . . . . . . . . . . . . .   15
        3.4  Rollover Contributions  . . . . . . . . . . . . . . . .   15
        3.5  Starting, Changing or Stopping Deposits . . . . . . . .   16

   4.   ACCOUNTS . . . . . . . . . . . . . . . . . . . . . . . . . .   16

        What accounts are my deposits put in?  . . . . . . . . . . .   16
        4.1  Taxed Deposits Account & Tax-Deferred Deposits Account    16
        4.2  Matching Contributions Account  . . . . . . . . . . . .   17
        4.3  Rollover Deposits Account . . . . . . . . . . . . . . .   17

   5.   INVESTMENTS  . . . . . . . . . . . . . . . . . . . . . . . .   17

        How is my money invested once it is deposited into my
        accounts?  . . . . . . . . . . . . . . . . . . . . . . . . .   17
        5.1  Investment of Taxed Deposits, Tax-Deferred Deposits,
             and Rollover Deposits Accounts  . . . . . . . . . . . .   17
        5.2  Changing Investment Allocations . . . . . . . . . . . .   17
        5.3  Investment of Matching Contributions  . . . . . . . . .   17
        5.4  Special Rules for Arvin Stock . . . . . . . . . . . . .   18
        5.5  Savings Plan Trust  . . . . . . . . . . . . . . . . . .   18
        5.6  Description of Investment Funds . . . . . . . . . . . .   18
        5.7  Growth Potential  . . . . . . . . . . . . . . . . . . .   20
        5.8  Vesting in Your Accounts  . . . . . . . . . . . . . . .   21

                                      2







   6.   DISTRIBUTION UPON TERMINATION  . . . . . . . . . . . . . . .   21

        When do I receive the money in my Arvin Employee Savings
        Plan accounts? . . . . . . . . . . . . . . . . . . . . . . .   21
        6.1  Entitlement to 100% Distribution  . . . . . . . . . . .   21
        6.2  Payment Methods . . . . . . . . . . . . . . . . . . . .   21
        6.3  Rollovers . . . . . . . . . . . . . . . . . . . . . . .   22

   7.   WITHDRAWALS  . . . . . . . . . . . . . . . . . . . . . . . .   22

        Can I withdraw money from my accounts before I leave the
        Company or retire? . . . . . . . . . . . . . . . . . . . . .   22
        7.1  Withdrawal Guidelines . . . . . . . . . . . . . . . . .   22
        7.2  Withdrawals for Participants Over Age 59-1/2  . . . . .   22
        7.3  Withdrawals from Taxed Deposits and Rollover Deposits
             Accounts - Under 59-1/2 . . . . . . . . . . . . . . . .   23
        7.4  Withdrawals from Tax-Deferred Deposits Account - under
             59-1/2  . . . . . . . . . . . . . . . . . . . . . . . .   23
        7.5  Tax Penalty for Withdrawal  . . . . . . . . . . . . . .   23
        7.6  Withdrawals from Matching Contributions Account . . . .   24
        7.7  Is the Withdrawal Necessary?  . . . . . . . . . . . . .   24

   8.   ENROLLMENT . . . . . . . . . . . . . . . . . . . . . . . . .   24

        How do I enroll in the Employee Savings Plan?  . . . . . . .   24

   9.   CLAIMING BENEFITS  . . . . . . . . . . . . . . . . . . . . .   25

        What do I do if I think I have a right to a benefit that the
        Company is denying me? . . . . . . . . . . . . . . . . . . .   25
        9.1  The Original Claim  . . . . . . . . . . . . . . . . . .   25
        9.2  If the Claim is Denied  . . . . . . . . . . . . . . . .   25

   10.  OTHER PLAN FACTS . . . . . . . . . . . . . . . . . . . . . .   26

        What else do I need to know about the Employee Savings
        Plan?  . . . . . . . . . . . . . . . . . . . . . . . . . . .   26
        10.1 Limits on Deposits  . . . . . . . . . . . . . . . . . .   26
        10.2 Transfers . . . . . . . . . . . . . . . . . . . . . . .   26
        10.3 Qualified Domestic Relations Orders . . . . . . . . . .   26
        10.4 Mental Incompetence . . . . . . . . . . . . . . . . . .   26
        10.5 Arvin's Right to Amendment, Modification, or
             Termination . . . . . . . . . . . . . . . . . . . . . .   26
        10.6 Non-applicability of PBGC Guarantee . . . . . . . . . .   27
        10.7 "Top-heavy" provisions  . . . . . . . . . . . . . . . .   27
        10.8 Military Leave  . . . . . . . . . . . . . . . . . . . .   27
        10.9 Plan Participation not Guarantee of Employment  . . . .   27
        10.10 ERISA  . . . . . . . . . . . . . . . . . . . . . . . .   27

   11.  WHAT ARE THE FEDERAL TAX CONSEQUENCES ASSOCIATED WITH THE
        PLAN?  . . . . . . . . . . . . . . . . . . . . . . . . . . .   28
        11.1 Tax Consequences of Contributions to the Plan . . . . .   28

                                      3







        11.2 Limitation on Before Tax Contributions  . . . . . . . .   28
        11.3 In-Service Withdrawals  . . . . . . . . . . . . . . . .   28
        11.4 Distribution of a Participant's Entire Account Balance    29
        11.5 Additional Taxes  . . . . . . . . . . . . . . . . . . .   33
        11.6 Special Situations  . . . . . . . . . . . . . . . . . .   33
        11.7 Tax Consequences to the Company . . . . . . . . . . . .   33
        11.8 Federal Estate Taxes  . . . . . . . . . . . . . . . . .   33
        11.9 Employees Should Consult Their Tax Advisors . . . . . .   33

   12.  YOUR RIGHTS UNDER ERISA  . . . . . . . . . . . . . . . . . .   34

   13.  GENERAL INFORMATION ABOUT THE PLAN . . . . . . . . . . . . .   35

   LIMITATION OF LIABILITY . . . . . . . . . . . . . . . . . . . . .   37

   USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . .   37

   PLAN OF DISTRIBUTION  . . . . . . . . . . . . . . . . . . . . . .   37

   EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   37

   LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . .   38































                                      4







                             ARVINMERITOR, INC.

        On July 7, 2000, Arvin Industries, Inc. ("Arvin") and Meritor
   Automotive, Inc. ("Meritor") merged to form a new company,
   ArvinMeritor, Inc. (the "Company").

        Meritor was a global manufacturer and supplier of a broad range
   of components and systems for commercial, specialty and light vehicle
   original equipment manufacturers and the aftermarket, with 68
   manufacturing facilities located in 23 countries.  Meritor had
   approximately 19,000 employees engaged in manufacturing, research,
   sales and administration activities at facilities located around the
   world.  In its fiscal year ended September 30, 1999, Meritor had total
   sales of approximately $4.5 billion.

        Arvin was a focused international manufacturer and supplier of
   automotive parts with 53 manufacturing facilities and six technical
   centers located in 16 countries, excluding non-consolidated
   businesses.  Arvin had approximately 17,500 employees worldwide.  In
   its fiscal year ended January 2, 2000, Arvin had total sales of
   approximately $3.1 billion.

        Upon completion of the merger on July 7, 2000, the corporate
   existence of each of Meritor and Arvin terminated, and the business of
   the Company is the combined businesses previously conducted by Meritor
   and Arvin.  The fiscal year of the Company will end on September 30 of
   each year.

        The Company is an Indiana corporation with its corporate
   headquarters in Troy, Michigan and operating headquarters around the
   world.  The Company intends to become a premier global supplier of a
   broad range of integrated systems, modules and components for light
   vehicle, commercial truck trailer and specialty original equipment
   manufacturers and related aftermarkets.

        In the merger, each share of Arvin common stock was converted
   into the right to receive one share of Common Stock of the Company,
   plus $2.00 in cash.  Accordingly, each share of Arvin common stock
   held in the Arvin Common Stock Fund under the Plan has been converted
   into one share of Company Common Stock, plus $2.00 in cash.  The cash
   consideration received as part of the merger consideration that is
   attributable to Arvin common stock held in Matching Contributions
   Accounts has been invested in additional shares of Company Common
   Stock.  The cash consideration received as part of the merger
   consideration that is attributable to Arvin common stock held in Tax-
   Deposit Accounts and Rollover Deposit Accounts has been invested in
   additional shares of the Company Common Stock, but may be reinvested
   in other investment funds pursuant to a participant's investment
   election.

        AS A RESULT OF THE MERGER, THE ARVIN EMPLOYEE SAVINGS PLAN WAS
   RENAMED THE ARVINMERITOR, INC. EMPLOYEE SAVINGS PLAN. ALL REFERENCES

                                      5







   IN THE PLAN AND THE SUMMARY PLAN DESCRIPTION TO ARVIN ARE NOW
   REFERENCES TO THE COMPANY AND ALL REFERENCES IN THE PLAN AND SUMMARY
   PLAN DESCRIPTION TO ARVIN COMMON STOCK ARE NOW REFERENCES TO COMMON
   STOCK OF THE COMPANY, PAR VALUE $1 PER SHARE ("COMMON STOCK").  EXCEPT
   AS DESCRIBED BELOW, ALL OF THE TERMS OF THE PLAN WILL CONTINUE TO
   APPLY.

   WHERE YOU CAN FIND MORE INFORMATION

        The Company files annual, quarterly and current reports, proxy
   statements and other information with the SEC.  You may read and copy
   any document we file at the SEC's public reference rooms in
   Washington, D.C., New York, New York and Chicago, Illinois.  Please
   call the SEC at 1-800-SEC-0330 for further information on the public
   reference rooms.  Our SEC filings are also available to the public at
   the SEC's web site at http://www.sec.gov.

        The SEC allows us to "incorporate by reference" into this
   prospectus the information we file with it, which means that we can
   disclose important information to you by referring you to those
   documents.  The information incorporated by reference is considered to
   be part of this prospectus, and later information that we file with
   the SEC will automatically update and supersede this information.  We
   incorporate by reference the documents listed below and any future
   filings made with the SEC under Section 13(a), 13(c), 14 or 15(d) of
   the Securities Exchange Act of 1934 until our offering is completed:

   1.   The Annual Report on Form 10-K of Meritor for the fiscal year
        ended September 30, 1999;

   2.   The Quarterly Reports on Form 10-Q of Meritor for the quarterly
        periods ended December 31, 1999 and March 31, 2000;

   3.   The Current Reports on Form 8-K of Meritor dated April 14, 2000
        and June 15, 2000;

   4.   The Current Report on Form 8-K of the Company dated July 10,
        2000;

   5.   The description of our common stock contained in our Registration
        Statement on Form S-4/A (File No. 333-35448); and

   6.   The description of our Rights contained in our Registration
        Statement on Form 8-A12B dated July 10, 2000.

        You may request a copy of these filings at no cost, by writing to
   or telephoning us at the following address:






                                      6







        ArvinMeritor, Inc.
        One Noblitt Plaza, Box No. 3000
        Columbus, Indiana 47202-3000
        Tel: (812) 379-3000
        Attn:  Director, Compensation and Benefits

        You should rely only on the information incorporated by reference
   or provided in this prospectus.  We have not authorized anyone else to
   provide you with different information.  We are not making an offer of
   these securities in any state where the offer is not permitted.  You
   should not assume that the information is this prospectus is accurate
   as of any date other than the date on the front of the document.

            ARVINMERITOR, INC. EMPLOYEE SAVINGS PLAN PROSPECTUS

        The prospectus for the ArvinMeritor, Inc. Employee Savings Plan
   includes (i) the Appendix dated July 19, 2000 to the Employee Savings
   Plan Prospectus and Summary Plan Description dated September 12, 1997,
   (ii) the Appendix dated September 6, 1997 to the Employee Savings Plan
   Prospectus and Summary Plan Description dated September 12, 1997, and
   (iii) the Employee Savings Plan Prospectus and Summary Plan
   Description dated September 12, 1997.

        NOTE:  REFERENCES IN THE APPENDIX DATED SEPTEMBER 6, 1997 AND THE
   SEPTEMBER 12, 1997 EMPLOYEE SAVINGS PLAN PROSPECTUS AND SUMMARY PLAN
   DESCRIPTION TO ARVIN AND ARVIN COMMON STOCK NOW REFER TO THE COMPANY
   AND THE COMPANY'S COMMON STOCK.




























                                      7







                                  APPENDIX


    THIS DOCUMENT CONSTITUTES PART OF A SECTION 10(A) PROSPECTUS COVERING
    SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933

                  ARVINMERITOR, INC. EMPLOYEE SAVINGS PLAN
                 (Formerly the Arvin Employee Savings Plan)

                        Appendix dated July 19, 2000
                                     to
                Prospectus and Summary Plan Description dated
                              September 6, 1997

        This Appendix provides certain current and updated information
   regarding the Plan identified above, which is fully described in the
   Prospectus and Summary Plan Description to which this Appendix
   relates.  Capitalized terms in this Appendix have the same meaning
   assigned in the Prospectus and Summary Plan Description.

   Merger
   ------

   Effective July 7, 2000, Meritor Automotive, Inc. ("Meritor") and Arvin
   Industries, Inc. ("Arvin") merged to form a new company, ArvinMeritor,
   Inc. (the "Company").  As a result of the merger, the Arvin Employee
   Savings Plan was renamed the ArvinMeritor Employee Savings Plan.  All
   references in the Plan and the Summary Plan Description to Arvin
   common stock are now references to common stock of the Company, par
   value $1 per share ("Common Stock").  Except as described below, all
   of the terms of the Plan will continue to apply.

   In the merger, each share of Arvin common stock was converted into the
   right to receive one share of Common Stock of the Company, plus $2.00
   in cash.  Accordingly, each share of Arvin common stock held in the
   Arvin Common Stock Fund under the Plan has been converted into one
   share of Company Common Stock, plus $2.00 in cash.  The cash
   consideration received as part of the merger consideration that is
   attributable to Arvin common stock held in Matching Contributions
   Accounts has been invested in additional shares of Company Common
   Stock.  The cash consideration received as part of the merger
   consideration that is attributable to Arvin common stock held in Tax-
   Deposit Accounts and Rollover Deposit Accounts has been invested in
   additional shares of Company Common Stock, but may be reinvested in
   other investment funds pursuant to the participant's investment
   election.

   Financial Information
   ---------------------

   Certain information regarding the performance of the Funds described
   below has been extracted from materials provided to Arvin and the

                                      8







   Company by the Funds.  Neither Arvin nor the Company has made any
   independent review of the accuracy of this information and,
   accordingly, makes no warranty or representation concerning this
   information.  Performance information related to an investment in the
   Funds will be updated periodically and can be obtained from the
   ArvinMeritor Retirement Service Center.

   Stable Value Fund
   -----------------

   The Fund has experienced annual returns, after deduction for Fund
   expenses and asset based fees, of 6.5%, 6.3%, 6.2% and 1.5% for 1997,
   1998, 1999 and year to date through March 31, 2000; respectively.
   Additional information is included in its annual report and product
   description, copies of which can be obtained from the ArvinMeritor
   Retirement Service Center.

   Dodge & Cox Balanced Fund
   -------------------------

   The Fund has experienced annual returns, after deduction for Fund
   expenses and asset based fees, of 21.4%, 6.7%, 12.0% and 1.3% for
   1997, 1998, 1999 and year to date through March 31, 2000;
   respectively.  Additional information is included in its annual report
   and prospectus, copies of which can be obtained from the ArvinMeritor
   Retirement Service Center.

   S&P 500 Stock Index Fund
   ------------------------

   The Fund has experienced annual returns, after deduction for Fund
   expenses and asset based fees, of 33.5%, 28.5%, 21.0% and 2.3% for
   1997, 1998, 1999 and year to date through March 31, 2000;
   respectively.  Additional information is included in its annual report
   and prospectus, copies of which can be obtained from the ArvinMeritor
   Retirement Service Center.

   Franklin Small Cap Growth Fund
   ------------------------------

   The Fund has experienced annual returns, after deduction for Fund
   expenses and asset based fees, of 15.8%, -0.2%, 96.9% and 13.7% for
   1997, 1998, 1999 and year to date through March 31, 2000;
   respectively.  Additional information is included in its annual report
   and prospectus, copies of which can be obtained from the ArvinMeritor
   Retirement Service Center.

   Templeton Foreign I Fund
   ------------------------

   The Fund has experienced annual returns, after deduction for Fund
   expenses and asset based fees, of 6.7%, -4.8%, 39.3% and -5.7% for

                                      9







   1997, 1998, 1999 and year to date through March 31, 2000;
   respectively.  Additional information is included in its annual report
   and prospectus, copies of which can be obtained from the ArvinMeritor
   Retirement Service Center.

   Common Stock Fund
   -----------------

   The Fund, based on Arvin Common Stock,  has experienced annual
   returns, after deduction for Fund expenses and asset based fees and
   inclusion of dividends, of 38.2%, 27.8%, -30.3% and -19.3% for 1997,
   1998, 1999 and year to date through March 31, 2000; respectively.
   Effective as of July 7, 2000, the Fund performance will be based on
   the Company Common Stock.

   AVAILABLE INFORMATION

   The Company has filed a Registration Statement on Form S-3 (the
   "Registration Statement") with the Securities and Exchange Commission
   covering up to 14,000 shares of its Common Stock, to be offered and
   sold under the Plan to Plan participants who ceased to be employees of
   Arvin and its subsidiaries on or prior to July 7, 2000.

   The Company will provide, without charge, to each person eligible to
   participate in the Plan, upon written or oral request, (i) a copy of
   any of the documents which are incorporated by reference in the
   Registration Statement, other than the exhibits to such documents
   (unless such exhibits are specifically incorporated by reference into
   the information that the Registration Statement incorporates) and (ii)
   a copy of its Annual Report to Shareholders for its most recent fiscal
   year.  The documents incorporated by reference in the Registration
   Statement are hereby specifically incorporated by reference in this
   Prospectus.  Request for copies of such documents should be directed
   to the Director, Compensation and Benefits, at ArvinMeritor, Inc. One
   Noblitt Plaza, Box No. 3000, Columbus, Indiana 47202-3000, telephone
   (812) 379-3000.

   GENERAL INFORMATION ABOUT THE PLAN

   Name of Plan:                      ArvinMeritor, Inc. Employee Savings
                                      Plan

   Name and addresses of employers    ArvinMeritor, Inc.
   employees are covered by the plan: One Noblitt Plaza
                                      Box No. 3000
                                      Columbus, Indiana 47202-3000

                                      A list of participating
                                      subsidiaries, including addresses
                                      and employer identification
                                      numbers, may be obtained from the
                                      Plan Administrator.

                                     10







   Employer identification number     38-3354643
   of ArvinMeritor, Inc.

   Plan number:                       007

   Type of plan:                      Defined Contribution Savings Plan

   Fiscal year of the plan            January 1 through December 31
   (the plan year):

   Plan Administrator:                Administrative Committee
                                      ArvinMeritor, Inc.
                                      One Noblitt Plaza
                                      Box No. 3000
                                      Columbus, Indiana 47202-3000

   Plan Trustee:                      Northern Trust Company
                                      50 South LaSalle Street
                                      Ninth Floor
                                      Chicago, Illinois 60675

   Agent for legal services:          Service of legal process may be
                                      made upon the plan administrator or
                                      the plan trustee.





























                                     11







        NOTE:  REFERENCES IN THIS APPENDIX TO THE SEPTEMBER 12, 1997
   EMPLOYEE SAVINGS PLAN PROSPECTUS AND SUMMARY PLAN DESCRIPTION TO ARVIN
   AND ARVIN COMMON STOCK NOW REFER TO THE COMPANY AND THE COMPANY'S
   COMMON STOCK.

                                  APPENDIX

     THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES
         THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.

                         ARVIN EMPLOYEE SAVINGS PLAN

                      Appendix dated September 6, 1997
                                     to
                Prospectus and Summary Plan Description dated
                             September 12, 1997

        This Appendix provides certain current information regarding the
   Plan identified above, which is fully described in the Prospectus and
   Summary Plan Description to which this Appendix relates.  Capitalized
   terms in this Appendix have the same meaning assigned in the
   Prospectus and Summary Plan Description.

   Financial Information
   ---------------------

   Certain information regarding the performance of the Funds described
   below has been extracted from materials prepared by and supplied to
   Arvin by the Funds.  Arvin has not made any independent review of the
   accuracy of this information and, accordingly, makes no warranty or
   representation concerning this information.  Performance information
   related to an investment in the Funds will be updated periodically and
   can be obtained from the Plan Administrator.

   Stable Value Fund
   -----------------

   The Fund has experienced annual returns, after deduction for Fund
   expenses and asset based fees, of 6.9%, 6.9%, 6.0% and 3.2% for 1994,
   1995, 1996 and year to date through June 30, 1997; respectively.
   Additional information is included in its annual report, a copy of
   which can be obtained from the Plan Administrator.

   Dodge & Cox Balanced Fund
   -------------------------

   The Fund has experienced annual returns, after deduction for Fund
   expenses and asset based fees, of 2.0%, 28.1%, 14.9% and 12.2% for
   1994, 1995, 1996 and year to date through June 30, 1997; respectively.
   Additional information is included in its annual report, a copy of
   which can be obtained from the Plan Administrator.


                                     12







   S&P 500 Stock Index Fund
   ------------------------

   The Fund has experienced annual returns, after deduction for Fund
   expenses and asset based fees, of 1.1%, 37.2%, 22.8% and 20.3% for
   1994, 1995, 1996 and year to date through June 30, 1997; respectively.
   Additional information is included in its annual report, a copy of
   which can be obtained from the Plan Administrator.

   Franklin Small Cap Growth Fund
   ------------------------------

   The Fund has experienced annual returns, after deduction for Fund
   expenses and asset based fees, of 9.0%, 39.6%, 27.1% and 7.9% for
   1994, 1995, 1996 and year to date through June 30, 1997; respectively.
   Additional information is included in its annual report, a copy of
   which can be obtained from the Plan Administrator.

   Templeton Foreign I Fund
   ------------------------

   The Fund has experienced annual returns, after deduction for Fund
   expenses and asset based fees, of 0.4%, 11.2%, 18.0% and 11.2% for
   1994, 1995, 1996 and year to date through June 30, 1997; respectively.
   Additional information is included in its annual report, a copy of
   which can be obtained from the Plan Administrator.

   Arvin Common Stock Fund
   -----------------------

   The Fund has experienced annual returns, after deduction for Fund
   expenses and asset based fees and inclusion of dividends, of -25.8%, -
   26.3%, 55.2% and 16.3% for 1994, 1995, 1996 and year to date through
   June 30, 1997; respectively.  Additional information is included in
   its annual report, a copy of which can be obtained from the Plan
   Administrator.

















                                     13







      NOTE:  REFERENCE IN THIS DOCUMENT TO ARVIN AND ARVIN COMMON STOCK
           NOW REFER TO THE COMPANY AND THE COMPANY'S COMMON STOCK

           ARVINMERITOR, INC. EMPLOYEE SAVINGS PLAN PROSPECTUS AND
                          SUMMARY PLAN DESCRIPTION
                       Dated September 12, 1997

   1.   INTRODUCTION

        The Employee Savings Plan is for hourly employees of Arvin and
        Arvin's participating affiliates and subsidiaries.  It was first
        introduced in 1991.  Since that time it has been amended to make
        its provisions more responsive to your savings needs.

        The Employee Savings Plan encourages you to save a part of your
        pay for long-range financial goals, such as additional retirement
        income.  As you save, your employer will also contribute money
        for your future, with some distinct tax advantages not possible
        if you were paid the additional money as part of your normal
        wages.  All money in the Employee Savings Plan is invested by
        professional investment managers - again with some tax advantages
        you might not enjoy if you were handling the investments by
        yourself

        In short, the Employee Savings Plan helps you save for your
        future with some benefits not available through a personal
        savings program, such as a bank savings account or a credit
        union.

   PARTICIPATION IN THE EMPLOYEE SAVINGS PLAN IS ENTIRELY VOLUNTARY.  IN
   CONSIDERING WHETHER OR NOT TO PARTICIPATE IN THE EMPLOYEE SAVINGS
   PLAN, ELIGIBLE EMPLOYEES SHOULD KEEP IN MIND THAT INVESTING IN
   SECURITIES INVOLVES A CERTAIN RISK OF LOSS.  THE VALUE OF ANY COMMON
   STOCK OR OTHER SECURITIES TO BE PURCHASED WITH EMPLOYEE SAVINGS PLAN
   CONTRIBUTIONS MAY GO DOWN AS WELL AS UP, AND ARVIN CANNOT AND DOES NOT
   ASSUME ANY RESPONSIBILITY FOR POSSIBLE LOSSES BECAUSE OF SUCH PRICE
   FLUCTUATIONS.

   2.   ELIGIBILITY

        You become eligible to participate in the Employee Savings Plan
        when you become employed as a hourly employee of Arvin or by any
        of the participating subsidiaries and divisions.

   3.   DEPOSITS
        What deposits are made into my Employee Savings Plan accounts?

        3.1  Regular Deposits

        The first type of deposit, a Regular Deposit, comes directly from
        your paychecks.  After you determine what your savings needs are,
        you decide whether to deposit 1%, 2%, 3%, 4%, 5%, or 6% of your

                                     14







        pay into your account.  Your deposits will automatically be
        deducted from your paychecks.

        For purposes of the Employee Savings Plan, your pay includes
        wages, salary, commissions, bonuses, and overtime.  It does not
        include reimbursed or nonreimbursed expenses and extraordinary
        nonrecurring income nor does it include compensation earned
        before a merger or consolidation with the Company by a person who
        becomes an employee because of the merger or consolidation.

        3.2  Optional Deposits

        If you want to save more than 6% of your pay through the Employee
        Savings Plan, you may make Optional Deposits.  Optional Deposits,
        like Regular Deposits, are automatically deducted from your
        paychecks.  You decide the value of Optional Deposits as well.
        They may be from 1% to 10% of your yearly pay (in whole percent
        increments).  When Optional Deposits are combined with Regular
        Deposits, they allow you to save a total of up to 16% of your pay
        through the Employee Savings Plan.

        If you authorize something less than 10% of your pay as Optional
        Deposits, once a year you may make a lump sum payment to bring
        your total Optional Deposits year-to-date to the maximum 10%
        allowed by the plan subject to IRS regulations or limitations on
        maximum contributions, provided that under no circumstances can
        the lump sum payment (when aggregated with your other deposits
        and Company contributions) exceed 25% of your adjusted Employee
        Savings Plan year compensation.

        3.3  Matching Contributions

        Each calendar quarter the Company will match your Regular
        Deposits (but not Optional Deposits) at the rate of 25%.  Thus,
        for example, if you contribute 6%, the Company will match with
        1.5%.

        You are eligible for a quarterly Matching Contribution from the
        Company in every calendar quarter in which you make Regular
        Deposits, as long as the deposits have not been withdrawn as of
        the last day of the same quarter.  You will also receive a
        Matching Contribution for such calendar quarter in which you
        retire, die or become disabled even if you are not employed on
        the last day of the same quarter.  Matching Contributions are
        credited to your account as of the last day of the quarter.
        Matching contributions are invested in Arvin Common Stock.

        3.4  Rollover Contributions

        If you participated in another qualified savings plan before
        enrolling in the Employee Savings Plan, you may be permitted to
        make rollover contributions from that plan to the Employee

                                     15







        Savings Plan.  For more information, you should check with the
        Plan Administrator.

        3.5  Starting, Changing or Stopping Deposits

        When you decide to enroll in the Employee Savings Plan, you
        decide what percentage of your pay your Regular Deposits will be.
        You may choose to make Optional Deposits at this time as well, or
        you can wait and have them start at the beginning of a later
        payroll period.  To start your Optional Deposits later, you must
        give your personnel office written notice of your decision before
        the start of the payroll period in which you want the change to
        take place.

        You may change the percentage of your Regular Deposits and
        Optional Deposits as of the beginning of a payroll period.  You
        may stop making Regular Deposits altogether as of the beginning
        of a payroll period.  If you do, your Optional Deposits will stop
        at the same time.  You may also stop just your Optional Deposits,
        and your Regular Deposits will continue.  To make any of these
        changes, you must follow the procedures established by the Plan
        Administrator.

        If you want to resume Regular Deposits or Optional Deposits, you
        must follow the procedures established by the Plan Administrator.

   4.   ACCOUNTS
        What accounts are my deposits put in?

        4.1  Taxed Deposits Account & Tax-Deferred Deposits Account

        You may elect for your Regular Deposits and/or Optional Deposits
        to be made before income tax ("Before Tax Contributions") or to
        be made after being subject to income taxes ("After Tax
        Contributions").

        If your Regular Deposits and/or your Optional Deposits are After
        Tax Contributions, they will be deposited in your Taxed Deposits
        Account.  If your Regular Deposits and/or your Optional
        Contributions are Before Tax Contributions, they will be
        deposited in your Tax Deferred Deposits Account.  As long as the
        money remains deposited in your Tax-Deferred Deposits Account,
        you do not pay taxes on it or on its earnings (subject to certain
        distribution requirements more fully described in Section 7).
        You do, however, pay taxes on the money when you choose to
        withdraw it from your Tax-Deferred Deposits Account.

        You decide if your Regular and Optional Deposits are Before Tax
        Contributions, After Tax Contributions or a combination of the
        two.  Also, if you choose to make a yearly lump sum Optional
        Deposit instead of or in addition to having Optional Deposits
        deducted from your paychecks, that one yearly Optional Deposit

                                     16







        must be an After Tax Contribution.  For more information, check
        with the Plan Administrator.

        4.2  Matching Contributions Account

        The Matching Contributions that the Company makes are deposited
        into your Matching Contributions Account.

        4.3  Rollover Deposits Account

        If you are permitted to make rollover contributions to the
        Employee Savings Plan from another tax qualified plan, these
        deposits are made into your Rollover Deposits Account.  For more
        information, you should check with the Plan Administrator.

   5.   INVESTMENTS
        How is my money invested once it is deposited into my accounts?

        5.1  Investment of Taxed Deposits, Tax-Deferred Deposits, and
             Rollover Deposits Accounts

        Your Taxed Deposits, Tax-Deferred Deposits, and Rollover Deposits
        Accounts will be invested in one or more of a number of
        investment funds chosen by the Administrative Committee.

        You decide how your Deposits are to be invested.  You can
        allocate your investment in 5% increments among the funds made
        available by the Company.  You decide how you want all of your
        currently existing Accounts to be invested and how you want all
        of your future Deposits to be invested.  You will receive a
        quarterly statement updating you on the status of your accounts.

        For more information about your investment fund options, contact
        the Plan Administrator.

        5.2  Changing Investment Allocations

        You can change the way your various Deposit Accounts are invested
        by filing an election form with the Plan Administrator.  You can
        choose to transfer 5% increments (up to 100%) of each of your
        Deposit Accounts from any fund to any other fund or funds.

        You can change, in 5% increments, the way your future Deposits
        are invested.  By following the Employee Savings Plan procedures,
        you may elect to have future Deposits to your Taxed Deposits and
        Tax-Deferred Deposits Accounts invested in any of the investment
        funds in 5% increments or exclusively in one of the funds.

        5.3  Investment of Matching Contributions

        All of the Company's deposits in your Matching Contributions
        Account will be invested in Arvin Common Stock as part of the

                                     17







        Arvin Common Stock Fund.  The value of the Matching Contributions
        Account will depend on the market value of the Arvin Common
        Stock.  Because the price of the Arvin Common Stock can go up or
        down, the value of your Matching Contributions Account may go up
        or down also.

        5.4  Special Rules for Arvin Stock

        After you reach age 60, you will be permitted to transfer amounts
        invested in the Arvin Common Stock to another fund by notifying
        the Administrative Committee.  The amount which may be
        transferred is limited to the following amount:

             First Year          20%
             Second Year         25%
             Third Year          33 1/3%
             Fourth Year         50%
             Fifth Year          100%

        As a holder of Arvin Common Stock, you have the right to tell the
        trustee how to vote the shares of Arvin Common Stock in your
        Matching Contributions Account on each matter brought before an
        annual or special stockholders meetings of Arvin.  The trustee
        will give you a proxy before the meeting so that you can make
        your voting election.  The trustee is required to keep your
        voting instructions in strict confidence and may not divulge them
        to anyone, including officers or employees of Arvin.

        5.5  Savings Plan Trust

        Your Deposits and Matching Contributions are held in the Arvin
        Savings Plan Trust.  The trustee currently, the Northern Trust
        Company, invests your Deposits as you direct, in the multiple
        investment funds offered through the Employee Savings Plan.  The
        trustee invests Matching Contributions in Arvin Common Stock.
        The value of your Accounts will vary from time to time, not only
        because of additional deposits and contributions that are made to
        them, but also because of the investment activity of the trust
        fund.  In other words, your investments can earn gains and suffer
        losses.  Your Accounts in the Employee Savings Plan are credited
        with your share of investment gains and losses.

        5.6  Description of Investment Funds

        The Employee Savings Plan offers a number of investment options
        (or "Funds") for your Before Tax and After Tax Contributions,
        each offering varying degrees of risk.  You can spread your
        Before Tax and After Tax Contributions and Matching Contributions
        among the investment Funds in any combination of five percent
        (5%) multiples that you choose.  A description of the Funds is
        set forth below:


                                     18







        Stable Value Fund
        -----------------

        This Fund's primary goal is the stability and safety of
        principal, with a secondary goal of achieving a high current rate
        of return.  The Fund invests in fixed income securities
        including, but not limited to, U.S. Treasury and Agency
        Securities, asset-backed securities and guaranteed investment
        contracts.  Since stability of principal is the primary
        objective, this Fund is considered to have a low risk profile.

        Dodge & Cox Balanced Fund
        -------------------------

        This Fund seeks to balance the multiple objectives of regular
        income, conservation of principal and an opportunity for long-
        term growth of principal.  The term "balanced fund" refers to the
        allocation of investments between equity and fixed income
        securities (excluding any securities issued by Arvin Industries,
        Inc.).  The Fund is considered to have a moderate risk profile.

        S&P 500 Stock Index Fund
        ------------------------

        The objective of the Fund is to mirror the investment returns of
        the Standard & Poor's 500 Index Fund.  While this Fund invests
        solely in common stock, it is reasonably well diversified.  As
        such, the Fund exhibits moderate to high risk characteristics.

        Franklin Small Cap Growth Fund
        ------------------------------

        The objective of this Fund is to attain long-term capital growth
        by investing in equity securities of small capitalization growth
        companies.  The conditions which give these companies high growth
        potential also make them more risky.  Thus, this Fund is
        considered a high risk investment.

        Templeton Foreign I Fund
        ------------------------

        This Fund seeks primarily long term capital growth by investment
        outside the United States.  While the Fund invests primarily in
        common stock, it may also invest in preferred stock and fixed
        income securities.  Since the Fund's assets are spread over
        multiple countries and currencies, the investment profile is one
        of a well diversified equity portfolio.  As such, this Fund is
        considered a moderate to high risk investment.





                                     19







        Arvin Common Stock Fund
        -----------------------

        The goal of this Fund is to buy and hold common stock of Arvin
        Industries, Inc. with dividends reinvested.  Since this Fund
        invests solely in the equity of one company, it is expected to
        exhibit more volatility than a diversified equity portfolio and
        is therefore considered a high risk investment.

        More detailed information about performance of each investment
        option is contained in the Appendix to this Summary Plan
        Description and in each Fund's prospectus or annual report.  You
        should read these documents carefully before making any decisions
        about investing in the Funds.

        5.7  Growth Potential

        To give you an idea of how much your investments in the Employee
        Savings Plan could grow, the following example has been
        developed, using the following assumptions:

        - Your Regular Deposits total $1,000 per year.
        - The Company matches those Regular Deposits at 25%, or $250
          per year.
        - Your investment returns average 7% per year.
        - You invest in the Employee Savings Plan for 40 years.



                Starting            Regular           Matching           Year End                              Total with
       Year      Balance      +     Deposit      +     Deposit     =       Total       +    Interest     =      Interest
       ----   ------------    -     -------      -    --------     -     --------      -    --------     -     ----------
                                                                               
          1              --   +     $1,000.00    +       $250.00   =       $1,250.00   +        $43.75   =        $1,293.75
          2       $1,293.75   +     $1,000.00    +       $250.00   =       $2,543.75   +       $134.31   =        $2,678.06
          3       $2,678.06   +     $1,000.00    +       $250.00   =       $3,928.06   +       $231.21   =        $4,159.28

          4       $4,159.28   +     $1,000.00    +       $250.00   =       $5,409.28   +       $334.90   =        $5,744.18
          5       $5,744.18   +     $1,000.00    +       $250.00   =       $6,994.18   +       $445.84   =        $7,440.02
         10      $15,496.52   +     $1,000.00    +       $250.00   =      $16,746.52   +     $1,128.51   =       $17,875.03
         15      $29,174.69   +     $1,000.00    +       $250.00   =      $30,424.69   +     $2,085.98   =       $32,510.67
         20      $48,359.04   +     $1,000.00    +       $250.00   =      $49,609.04   +     $3,428.88   =       $53,037.92
         25      $75,266.07   +     $1,000.00    +       $250.00   =      $76,516.07   +     $5,312.37   =       $81,828.44
         30     $113,004.57   +     $1,000.00    +       $250.00   =     $114,254.57   +     $7,954.07   =      $122,208.64

         35     $165,934.78   +     $1,000.00    +       $250.00   =     $167,184.78   +    $11,659.18   =      $178,843.96
         40     $240,172.13   +     $1,000.00    +       $250.00   =     $241,422.13   +    $16,855.80   =      $258,277.93


              In this example, even though only $40,000 of the employee's pay
        was deposited into the employee's accounts, the Company's
        Matching Contributions and investments allowed those savings to
        grow to over $258,000.  OF COURSE, THERE IS NO GUARANTEE THAT THE
        RETURN WILL BE 7%.  RETURNS COULD BE HIGHER OR LOWER, AND THERE
        COULD EVEN BE INVESTMENT LOSSES.


                                     20







        5.8  Vesting in Your Accounts

        From the first day of your Plan participation, you always have
        the full right to the value of your Taxed Deposits, Tax-Deferred
        Deposits, Rollover Deposits and Matching Contributions Accounts.
        This means you are fully vested in your deposits, plus or minus
        investment gains or losses.  However, all contributions are
        subject to the withdrawal restrictions for active employees
        discussed in Section 8:  WITHDRAWALS.

   6.   DISTRIBUTION UPON TERMINATION
        When do I receive the money in my Arvin Employee Savings Plan
        accounts?

        6.1  Entitlement to 100% Distribution

        You (or your beneficiary) will become immediately entitled to
        distribution of 100% of your Taxed Deposits, Tax-Deferred
        Deposits, Rollover Deposits and Matching Contributions Accounts
        if any of the following events happen:

   *    you leave the Company before your retirement age,

   *    you reach age 60 and retire or leave the Company

   *    if the Administrative Committee determines that you have become
        disabled because of a mental or physical incapacity resulting
        from personal injury or sickness, and you are unable to perform
        work at your regular job, or you die.

        The Administrative Committee will make a final determination on
        questions of disability, after reviewing medical evidence it
        considers necessary.

        The government requires that distribution begin no later that
        than the April 1st following the later of the calendar year in
        which your employment is terminated or in which you reach age 70-
        1/2.

        6.2  Payment Methods

        If you want to name someone other than your spouse as your
        beneficiary, your spouse must give consent by signing the
        election form in the presence of an authorized Employee Savings
        Plan representative or notary.  If you die while you are still
        actively employed, your beneficiary will receive the amounts held
        in your Accounts.  The normal form of distribution because of
        death is a lump sum.

        When you leave the Company for any reason other than death, you
        will receive your Taxed Deposits, Tax-Deferred Deposits, and
        Matching Contributions Accounts in single lump sum distribution

                                     21







        as soon as practicable after your termination.  However,
        distribution will not be made before you reach age 70-1/2 without
        your prior consent if the value of your Accounts exceeds $3,500
        or, beginning January 1, 1998, $5,000.  If the value of your
        account is less than $3,500, or, if applicable, $5,000, your
        Accounts will be distributable as soon as practicable after your
        termination of employment.

        If you either retire or become disabled and you do not want
        payments to be made by the normal method, you may reject it in
        writing and choose another method.  During a reasonable period of
        time before you become eligible for benefits, you will have the
        opportunity to discuss the different methods of payment available
        to you.

        The balance held in the Arvin Common Stock Fund will be paid to
        you in cash or shares of Common Stock in accordance with your
        election.

        6.3  Rollovers

        In most cases, you will be permitted to have the taxable portion
        of your distribution transferred to another tax qualified
        retirement plan and/or individual retirement account.  More
        information will be provided to you by your personnel department
        before your Employee Savings Plan distributions begin.

   7.   WITHDRAWALS
        Can I withdraw money from my accounts before I leave the Company
        or retire?

        7.1  Withdrawal Guidelines

        The Employee Savings Plan is intended for long-term savings.  It
        is not a bank or credit union.  The IRS requires penalties on
        withdrawals from savings plans such as this one in return for the
        tax advantages you get by being able to defer taxes on earnings,
        Before Tax Contributions and Matching Contributions.

        If you want to make a withdrawal, you must apply for the
        withdrawal in accordance with procedures established by the
        Administrative Committee.  Payment will be made promptly after
        the application is received and if it is approved.  A maximum of
        two withdrawals is allowed in any calendar year.  Also, if you
        make a withdrawal, the Company will not make Matching
        Contributions of your Regular Deposits for the quarter in which
        the withdrawal is made.

        7.2  Withdrawals for Participants Over Age 59-1/2

        If you are an employee over age 59-1/2 you may withdraw deposits
        and earnings from both your Taxed Deposits Account and Tax-

                                     22







        Deferred Deposits Account.  If you withdraw Tax-Deferred Deposits
        and! or earnings, you must pay taxes on those earnings for the
        year in which you receive the money.  Taxes cannot be postponed
        to retirement.

        7.3  Withdrawals from Taxed Deposits and Rollover Deposits
             Accounts - Under 59-1/2

        If you are an employee under age 59-1/2, you may withdraw
        deposits from your Taxed Deposits and Rollover Deposits Account.
        Withdrawal amounts will be charged against your Taxed Deposits
        Account first and against your Rollover Deposits Account second.
        Also, early withdrawal of your Rollover Deposits Account may
        result in the penalties described in Section 8.5 below.

        7.4  Withdrawals from Tax-Deferred Deposits Account - under 59-
             1/2

        If you are under age 59-1/2, you may make withdrawals from your
        Tax-Deferred Deposits (but not earnings) in your Tax-Deferred
        Deposits Account in cases of "financial hardship".  You will be
        asked to document the reasons for this type of withdrawal, and it
        must be approved by the Administrative Committee that acts
        according to IRS regulations.

        The Administrative Committee considers you to be in a state of
        "financial hardship" if you have an immediate and heavy financial
        need as a result of:

   *    Post-secondary tuition expenses for the next twelve months for
        you, your spouse, or your dependent child.

   *    Unreimbursed medical expense for you, your spouse, or your
        dependent child.

   *    Purchase of your primary residence.

   *    The need to prevent your eviction from your principal residence
        or foreclosure on the mortgage of your principal residence.
        In determining the amount available for withdrawal, the
        Administrative Committee can take into account the tax
        consequences of the distribution.

        7.5  Tax Penalty for Withdrawal

        When you receive a withdrawal from your Tax-Deferred Deposits
        Account, you will owe income taxes on the full value of the
        amount paid out of your Tax-Deferred Account.  In addition to
        ordinary income tax, tax laws generally require that you pay a
        10% Penalty Tax if you receive all or part of your Tax-Deferred
        Deposits Account before:


                                     23







   *    age 59-1/2

   *    retirement or termination on or after age 55;

   *    disability; or

   *    death.

        However, the 10% penalty tax does not apply to life-expectancy
        installment payments, rollovers into IRAs or other qualified
        plans, distributions for medical expenses over 7.5% of your
        income, and qualified domestic relations order payments.

        7.6  Withdrawals from Matching Contributions Account

        No withdrawals are permitted from your Matching Contributions
        Account.

        7.7  Is the Withdrawal Necessary?

        Clearly, you should think very carefully before withdrawing any
        money from the Employee Savings Plan.

   *    Remember, the Employee Savings Plan is primarily designed to help
        you save for long term financial goals.  Money withdrawn from the
        Employee Savings Plan has no chance to grow through trust
        investment.

   *    If you make a withdrawal, the Company will not make a Matching
        Contribution for the quarter in which the withdrawal was made.

   *    If you withdraw any Before Tax Contributions or earnings from the
        Employee Savings Plan, you must pay taxes on those amounts in the
        year in which you receive the money.

   *    In certain cases, tax laws impose a 10% penalty tax on
        withdrawals in addition to regular income taxes.

   8.   ENROLLMENT
        How do I enroll in the Employee Savings Plan?

        If you want to participate in the Employee Savings Plan, your
        personnel office has enrollment forms, on which you must
        authorize your automatic payroll deductions for Regular Deposits
        and, if you wish, for Optional Deposits.  You will be asked at
        the same time to name a beneficiary - the person to whom you
        would like your accounts paid if you should die after you begin
        saving through this plan but before you become eligible for final
        payments.  If you have been married for at least 120 days, your
        spouse automatically is your beneficiary.  If you want to name
        someone other than your spouse as your beneficiary, your spouse
        must give consent by signing the beneficiary designation in the

                                     24







        presence of an authorized Employee Savings Plan representative or
        notary.  If you are single, you may name anyone as your
        beneficiary, and you may change your beneficiary at a later date.

        If you do not enroll when you first become eligible, you may do
        so as of the first date of any subsequent payroll period.

   9.   CLAIMING BENEFITS
        What do I do if I think I have a right to a benefit that the
        Company is denying me?

        9.1  The Original Claim

        You (or your beneficiary) may file a claim for a benefit you feel
        you are entitled to receive.  The claim must be in writing
        (preferably on a form provided by your personnel office) and
        filed with your personnel office.

        9.2  If the Claim is Denied

        You or your beneficiary will be notified in writing if a claim
        has been denied in whole or in part, within 90 days after it is
        received (unless an extension of up to 90 additional days is
        needed for processing).  The notice will explain the reasons for
        the denial, referring to the pertinent Employee Savings Plan
        provisions on which the denial is based and describing any
        additional information needed to reevaluate the claim.
        Information will also be included to explain how to appeal the
        denial.  If you are not satisfied with the explanations given in
        the denial, you, or your beneficiary, or an authorized
        representative, may appeal the decision and, within 60 days after
        receipt of the denial, make a written request to the
        Administrative Committee for a review.  You, your beneficiary, or
        your representative may examine pertinent Employee Savings Plan
        documents and submit issues and comments in writing to the
        Administrative Committee.  The notice of its decision within 60
        days after it receives the request for a review (unless an
        extension of time, not to exceed 60 additional days, is needed).
        This notice will explain the reason or reasons for the
        Administrative Committee's final decision and refer to the
        pertinent Employee Savings Plan provisions on which the decision
        is based.











                                     25







   10.  OTHER PLAN FACTS
        What else do I need to know about the Employee Savings Plan?

        10.1 Limits on Deposits

        As required by law, there is a limit on your deposits to the
        Employee Savings Plan.  For the most part, these limits apply to
        higher-paid employees.  You will be notified if they affect you.

        The Internal Revenue Code sets a maximum that you can save
        through Before Tax Contributions.  The limitation in 1997 is
        $9,500, and it is subject to change every year.

        10.2 Transfers

        If you are transferred to salary status, or if you are
        transferred (in any employment status) to a subsidiary or a
        division that does not participate in the Employee Savings Plan,
        you will not be able to make Regular or Optional Deposits to the
        Plan, and the Company will not make Matching Contributions.  Your
        existing Account balances, however, will continue to share in the
        investment earnings on a tax-deferred basis.

        10.3 Qualified Domestic Relations Orders

        When your benefit is paid to you, it is yours to use as you wish.
        Until that time, though, you may not sell, transfer, or promise
        to another person any part of your interest in your accounts.
        However, if you become divorced or separated, certain court
        orders could require that part of your benefit be paid to someone
        else - your spouse or children, for example.  This is known as a
        qualified domestic relations order.  As soon as you are aware of
        any court proceedings which may affect your Employee Savings Plan
        benefit, contact the Plan Administrator.  Similarly, the Company
        may not use any of the money in the trust fund for any purpose
        other than the sole benefit of participants and their
        beneficiaries.

        10.4 Mental Incompetence

        If you are declared mentally incompetent and unable to handle
        your own affairs, the Administrative Committee will make benefit
        payments to your legal representative or to a relative who is
        able to act on your behalf

        10.5 Arvin's Right to Amendment, Modification, or Termination

        Arvin expects the Employee Savings Plan to be permanent, but
        reserves the right to amend, modify, or terminate the plan at any
        time.  The Employee Savings Plan might be merged or consolidated
        or plan assets be transferred to another plan.  You will continue
        to have full rights to all of your Accounts and, if your employer

                                     26







        is still a participating employer, your participation will
        continue.  However, if you are not employed by a participating
        employer after the merger, consolidation or transfer, your
        Employee Savings Plan participation will end.

        10.6 Non-applicability of PBGC Guarantee

        Benefits provided by the Employee Savings Plan are not insured
        under the plan termination insurance provision of the Employee
        Retirement Income Security Act of 1974 (ERISA).  ERISA
        established the Pension Benefit Guaranty Corporation (PBGC) to
        guarantee a certain level of benefit payments if a plan covered
        by the insurance is terminated.  The PBGC insures only defined
        benefit plans, plans which promise a definite amount of
        retirement benefit according to a formula.  Defined contribution
        plans, such as this one, are ones in which final benefits are
        determined by the amounts of contributions to, and the investment
        activity of your accounts in the trust fund, not by a formula.
        For that reason, PBGC coverage is not applicable to the Employee
        Savings Plan.

        10.7 "Top-heavy" provisions

        Special plan provisions go into effect if the Employee Savings
        Plan becomes "top-heavy".  This means more than 60% of the
        Savings Plan's assets are for "key employees," such as certain
        company officers or owners.  It is unlikely that this will
        happen.  If it does, you will be notified if it affects you.

        10.8 Military Leave

        The Administrative Committee will apply the provisions of the
        Uniformed Services Employment and Reemployment Rights Act of 1994
        ("USERRA") with respect to any participant who is reemployed
        after completing covered military service in a manner consistent
        with the USERRA and all other applicable law and regulations.
        You should contact the personnel department as to your rights
        following military service.

        10.9 Plan Participation not Guarantee of Employment

        Nothing in the Employee Savings Plan says or implies that
        participation is a guarantee or assurance of continued employment
        with the Company.

        10.10     ERISA

        Other than the funding provisions and Title IV of ERISA, the
        Savings Plan is subject to all the provisions of ERISA, including
        the participation, vesting, fiduciary responsibility and
        reporting and disclosure provisions which require that each
        participant in the Employee Savings Plan be provided with a

                                     27







        summary plan description.  The funding provisions, which provide
        for minimum contributions to fund accrued pension benefits, and
        Title IV, which provides federal guarantees for certain pension
        benefits, are not applicable to profit-sharing plans, such as the
        Employee Savings Plan, that have individual accounts for each
        participant, because the interest of each participant is always
        measured by the balance of his account, rather than in terms of a
        fixed predetermined pension benefit.  The Employee Savings Plan
        is an "individual account plan" because the interest of each
        individual is accounted for separately in the records of the
        Employee Savings Plan.

   11.  WHAT ARE THE FEDERAL TAX CONSEQUENCES ASSOCIATED WITH THE PLAN?

        11.1 Tax Consequences of Contributions to the Plan

        Under existing federal income tax laws, Before Tax Contributions
        contributed to the Employee Savings Plan by a Participant are not
        includible in the Participant's income for federal income tax
        purposes at the time such amounts are contributed.  Similarly,
        any Matching Contributions made by the Company to a Participant's
        Accounts under the Employee Savings Plan and any earnings
        (including dividends, interest income, etc.) credited to a
        Participant's Accounts under the Employee Savings Plan are not
        included in a Participant's income for federal income tax
        purposes at the time such amounts are contributed or credited
        under the Employee Savings Plan.

        11.2 Limitation on Before Tax Contributions.

        The Internal Revenue Code imposes limits on the annual amount of
        Before Tax Contributions that may be made by a Participant under
        the Employee Savings Plan (or any other tax qualified plan) in a
        calendar year.  The annual limit for 1997 is nine thousand five
        hundred dollars ($9,500).  Participants will be informed annually
        of any increase in the annual limit due to the inflation
        adjustment permitted by the Internal Revenue Service.  To the
        extent a Participant's Before Tax Contributions exceed the annual
        limit, the excess amount will be included in the Participant's
        gross income for the calendar year to which the Before Tax
        Contribution relates.  If a Participant with excess Before Tax
        Contributions is a Participant in more than one (1) tax qualified
        retirement plan that permits before tax contributions, the
        Participant must notify each plan as to the portion of the excess
        to be allocated with respect to each such plan.

        11.3 In-Service Withdrawals.

        A Participant who makes a withdrawal that does not qualify as a
        lump sum distribution (see Section 11.4) below for the definition
        of a "lump sum distribution") will be taxed at ordinary income
        tax rates on the amount by which: (i) the amount of cash and the

                                     28







        fair market value of the Arvin Common Stock distributed to the
        Participant exceeds (ii) the sum of: (A) and that the amount of
        the After Tax Contributions that are deemed withdrawn under the
        "pro-rata recovery rules" described below; and (B) the excess of
        the fair market value of the Arvin Common Stock that is
        distributed to the Participant and is attributable to such
        Participant's After Tax Contributions (other than income on such
        After Tax Contributions) over the cost or other basis thereof to
        the Employee Savings Plan.  Under the pro-rata recovery rules,
        any After Tax Contributions withdrawn are allocated propor-
        tionately between the After Tax Contributions and investment
        earnings attributable to After Tax Contributions.  If a
        Participant makes a withdrawal before 2000 that qualifies as a
        lump sum distribution, it will be eligible for the favorable tax
        consequences described in paragraph (d)(v) below.  The amount of
        a withdrawal may also be subject to a ten percent (10%) penalty
        tax, as described in Section 11.3 below, and will generally be
        subject to the mandatory federal income tax withholding rules
        described below.

        11.4 Distribution of a Participant's Entire Account Balance.

             (a)  General Rules.

             In general, a distribution (other than of amounts deemed to
             consist of After Tax Contributions as discussed above in
             Section 11.2) to a Participant (or a Participant's
             beneficiary) of his Account balance under the Employee
             Savings Plan will be taxable as ordinary income in the year
             of receipt and may be subject to an additional ten percent
             (10%) penalty tax (see below).  As described below, if a
             distribution qualifies as an "eligible rollover
             distribution," a Participant (or a deceased Participant's
             spouse) may defer current taxation of all or a part of the
             distribution by rolling over the taxable portion of the
             distribution into an eligible retirement plan.  A
             distribution before 2000 that qualifies as a lump-sum
             distribution or includes Arvin Common Stock is subject to
             special tax rules, as described below.

             The Committee is required to withhold as federal income tax
             twenty percent (20%) of the amount of an "eligible rollover
             distribution" (as defined below) made to a Participant (or
             spouse of a deceased Participant) unless that Participant
             transfers the eligible rollover distribution in a "direct
             rollover" to another qualified employee retirement plan that
             accepts rollover contributions or to an IRA.  Under current
             law, all distributions and withdrawals from the Employee
             Savings Plan to a Participant or spouse of a deceased
             Participant (or the former spouse of a Participant pursuant
             to a qualified domestic relations order) generally will be
             treated as "eligible rollover distributions," except for:

                                     29







             (A) amounts representing After Tax Contributions; (B)
             certain required minimum distributions beginning at age
             seventy and one-half (70-1/2); (C) periodic payments made
             over the Participant's lifetime, the lifetimes of the
             Participant and beneficiary or a period of ten (10) years or
             more; or (D) certain corrective distributions of Before Tax
             Contributions made to employees in order to comply with
             limits imposed by the Code.

             A Participant (or spouse) may avoid the twenty percent (20%)
             federal income tax withholding on an eligible rollover
             distribution by electing to have that eligible rollover
             distribution transferred by direct rollover to another
             qualified employee retirement plan that is a defined
             contribution plan and that accepts rollovers or to an IRA.
             On the other hand, a Participant (or spouse) who elects to
             receive directly an eligible rollover distribution will
             generally receive only eighty percent (80%) of the gross
             amount of that distribution.  The net amount received may
             then be rolled over (see subparagraph (iii) below) into an
             IRA or another qualified employee retirement plan that
             accepts rollover contributions; however, in order to avoid
             current federal income tax on the gross amount of the
             eligible rollover distribution, the Participant or spouse
             would need to supply from his or her personal funds an
             amount equal to the twenty percent (20%) federal income tax
             that was withheld.

             There are several detailed rules that apply to direct
             rollovers of eligible rollover distributions.  Each
             Participant (or spouse) who becomes entitled to an eligible
             rollover distribution will be provided with a more detailed
             written explanation of the federal income tax consequences
             of eligible rollover distributions and the circumstances in
             which direct rollovers, can be made.

             (b)  Lump-sum Distributions.

             In general, a lump-sum distribution is a distribution of a
             Participant's entire Account balances under the Employee
             Savings Plan (and any other tax qualified savings or thrift
             plan sponsored by the Company) within a single calendar year
             that is made on account of termination of employment, death
             or after the Participant attained age fifty-nine and one-
             half (59-1/2) or became disabled.

             (c)  Rollovers.

             A Participant (or the spouse of a deceased Participant or a
             Participant's former spouse who is an alternate payee under
             a qualified domestic relations order) may avoid current
             taxation on any portion of an eligible rollover distribution

                                     30







             that is rolled over into an IRA or another qualified
             employee retirement plan that accepts rollover
             contributions.

             A tax-free rollover is accomplished by transferring the
             amount being rolled over to the IRA or qualified plan not
             later than sixty (60) calendar days after receipt of the
             distribution.  The rollover may include shares of Arvin
             Common Stock received in the distribution if the Participant
             (or an alternate payee spouse or the spouse of a deceased
             Participant) so desires.  In lieu of rolling over shares of
             Arvin Common Stock, a Participant (or an alternate payee
             spouse or a deceased Participant's spouse) may sell all or a
             portion of such Arvin Common Stock and roll over the
             proceeds instead of the Arvin Common Stock, provided the
             rollover occurs within sixty (60) calendar days of the
             distribution.  Even if the sales price of the Arvin Common
             Stock differs from the fair market value of the Arvin Common
             Stock on the date of distribution, no gain or loss is
             recognized to the extent the sales proceeds are rolled over.
             In certain circumstances where less than all of the proceeds
             from the sale of Arvin Common Stock are rolled over, it may
             be advantageous for tax purposes to designate the Arvin
             Common Stock to which the proceeds that are rolled over are
             attributable.  Distributions to spouses of deceased
             Participants may only be rolled over into IRAs.

             (d)  Five (5) Year and Ten (10) Year Averaging.

             If a Participant's distribution qualifies as a lump-sum
             distribution and the Participant has been a Participant in
             the Employee Savings Plan for at least five (5) years (the
             five (5) year participation requirement does not apply to
             beneficiaries of deceased Participants), it may qualify for
             tax treatment called "five (5) year averaging," which may
             result in significant tax savings.  In general, in order to
             be eligible for five (5) year averaging, the Participant
             with respect to whom the distribution is made must have
             attained age fifty-nine and one-half (59-1/2) on or before
             the date of the distribution.  The five (5) year averaging
             rule may be used only once with respect to a Participant.
             Except for the transitional rule described in the next
             paragraph, the special five (5) year averaging rules will no
             longer be available after 1999.

             There is an exception to the general rule that special
             treatment for lump-sum distributions is only available with
             respect to Participants who have attained age fifty-nine and
             one-half (59-1/2).  If a Participant attained age fifty (50)
             by January 1, 1986, the Participant (or the Participant's
             beneficiary) may, in general, elect to use either the five
             (5) year averaging provisions (using the tax rates in effect

                                     31







             in the year of distribution) or special ten (10) year
             averaging provisions (using the 1986 tax rates).  Only one
             election is available with respect to a Participant and, if
             made, eliminates the ability to elect five (5) year (or ten
             (10) year) averaging after age fifty-nine and one-half (59-
             1/2).

             Amounts rolled over into an IRA are not eligible for five
             (5) year or ten (10) year averaging upon distribution from
             the IRA.  In addition, if any part of the lump-sum
             distribution is rolled over into an IRA or another qualified
             employee retirement plan, the remainder of the distribution
             is not eligible for five (5) year or ten (10) year
             averaging.

             (e)  Special Rules Applicable to Common Stock.

             If a distribution to a Participant or beneficiary that
             qualifies as a lump-sum distribution (as described above)
             includes Arvin Common, an amount equal to the excess (if
             any) of the fair market value of the Arvin Common Stock on
             the date of the distribution over the cost or other basis of
             the Arvin Common Stock to the Plan (the excess is referred
             to as "net unrealized appreciation") is not includible in
             the income of the Participant or beneficiary, unless the
             Participant or beneficiary elects otherwise on his income
             tax return.

             If net unrealized appreciation on Arvin Common Stock is
             excluded from the taxable income of a Participant or
             beneficiary under the rules described above for lump-sum
             distributions, the tax basis of the shares for determining
             taxable gain or loss upon a subsequent sale or exchange of
             the Arvin Common Stock is the cost or other basis of the
             shares to the Employee Savings Plan.  Any gain on the
             subsequent sale or exchange of such Arvin Common Stock is
             taxed as a short-term, mid-term or long-term capital gain
             (depending on the total time period in which the distributed
             shares of Arvin Common Stock was held by the Employee
             Savings Plan and by the Participant or beneficiary) to the
             extent of, and not to exceed, any net unrealized
             appreciation at the time of distribution.  Any additional
             gain in excess of the amount of net unrealized appreciation
             at the time of distribution is taxed as a long-term, mid-
             term or short-term capital gain depending on the holding
             period of the shares solely in the hands of the Participant
             or beneficiary.  Any loss on a subsequent sale of Arvin
             Common Stock is taxed as short-term mid-term or long-term
             capital loss depending on the holding period of the shares
             in the hands of the Participant or beneficiary.



                                     32







        11.5 Additional Taxes.

        If a Participant receives a distribution or makes a withdrawal
        before the Participant attains age fifty-nine and one-half (59-
        1/2), a ten percent (10%) additional penalty tax is imposed on
        the taxable portion of the distribution or withdrawal, unless the
        distribution or withdrawal is attributable to the disability of
        the Participant or occurs after the death of the Participant or
        after the Participant terminates his employment after attaining
        age fifty-five (55).  The ten percent (10%) penalty tax does not
        apply to the extent a distribution or withdrawal does not exceed
        the amount of certain deductible medical expenses.  The ten
        percent (10%) penalty tax does not apply to that part of a
        distribution or withdrawal that is deemed under the federal
        income tax laws to be After Tax Contributions.  The ten percent
        (10%) penalty tax also will not apply if the distribution is
        rolled over in a timely manner, as described above.

        11.6 Special Situations.

        Special rules with respect to eligibility for five (5) year and
        ten (10) year averaging apply in certain circumstances to
        Participants whose Accounts under the Employee Savings Plan are
        subject to qualified domestic relations orders or who return to
        work for an Employer after receiving a distribution and become
        vested in previously forfeited benefits under the Plan.  You
        should contact the Administrative Committee if you think these
        rules may apply to you.

        11.7 Tax Consequences to the Company.

        The Company is entitled to a federal income tax deduction with
        respect to amounts contributed by the Company to the Plan.

        11.8 Federal Estate Taxes.

        The balance in a Participant's Accounts attributable to Before
        Tax Contributions, After Tax Contributions, Matching
        Contributions and earnings must be included in the gross estate
        of the Participant for federal estate tax purposes upon his or
        her death.  If the distributee is the Participant's spouse, to
        the extent of the amount included in the Participant's gross
        estate, an unlimited marital deduction may be available.

        11.9 Employees Should Consult Their Tax Advisors.

        THE DISCUSSION OF FEDERAL TAX CONSEQUENCES IS ONLY A SUMMARY,
        DOES NOT PURPORT TO BE COMPLETE AND, AMONG OTHER THINGS, DOES NOT
        COVER STATE AND LOCAL TAX TREATMENT OF PARTICIPATION IN THE
        EMPLOYEE SAVINGS PLAN.  IN ADDITION, THE RULES REGARDING TAXATION
        OF DISTRIBUTION AND WITHDRAWALS ARE COMPLICATED AND CHANGE
        PERIODICALLY, AND DIFFERENCES IN PARTICIPANTS' FINANCIAL

                                     33







        SITUATIONS MAY CAUSE FEDERAL, STATE AND LOCAL TAX CONSEQUENCES OF
        PARTICIPATION IN THE EMPLOYEE SAVINGS PLAN TO VARY.  THEREFORE,
        EACH PARTICIPANT IN THE EMPLOYEE SAVINGS PLAN SHOULD CONSULT HIS
        OWN ACCOUNTANT, LEGAL COUNSEL OR OTHER FINANCIAL ADVISOR
        REGARDING THE TAX CONSEQUENCES OF PARTICIPATION IN THE EMPLOYEE
        SAVINGS PLAN.

   12.  YOUR RIGHTS UNDER ERISA

        As a Participant in the Employee Savings Plan, you are entitled
        to certain rights and protections under ERISA.  ERISA provides
        that all Employee Savings Plan Participants are entitled to:

             Examine, without charge, at the Administrative Committee's
             office and at other specified locations such as worksites,
             all Employee Savings Plan documents, including copies of all
             Employee Savings Plan documents filed by the Administrative
             Committee with the U.S. Department of Labor, such as
             detailed annual reports.

             Obtain copies of all Employee Savings Plan documents and
             other Employee Savings Plan information upon written request
             to the Administrative Committee.  The Administrative
             Committee may make a reasonable charge for the copies.

             Receive a summary of the Employee Savings Plan's annual
             financial report.  The Administrative Committee is required
             by law automatically to furnish each participant with a copy
             of this summary annual report at no charge.

        In addition, each Participant will automatically receive:

             A summary of any material changes made to the Employee
             Savings Plan, within 210 days after the end of the Employee
             Savings Plan year in which the changes are made.

             A completely updated summary description of the Employee
             Savings Plan every five years, if changes in the Employee
             Savings Plan are made after the date of this Prospectus.

             A complete summary description of the Employee Savings Plan
             every ten years, even if no changes are made.

        In addition to creating rights for Employee Savings Plan
        Participants, ERISA imposes duties upon the people who are
        responsible for the operation of employee benefit plans.  The
        people who operate the Employee Savings Plan, called
        "fiduciaries" of the Employee Savings Plan, have a duty to do so
        prudently and in the interest of you and the other Employee
        Savings Plan Participants and your spouse or other beneficiaries.
        No one, including your employer or any other person, may fire you
        or otherwise discriminate against you in any way to prevent you

                                     34







        from obtaining a vested Employee Savings Plan benefit or
        exercising your rights under ERISA.  If your written claim for a
        Employee Savings Plan benefit is denied in whole or in part, you
        must receive a written explanation of the reasons for the denial.
        You have the right to have the Administrative Committee review
        and reconsider your written claim.

        Under ERISA, there are steps you can take to enforce the above
        rights.  For instance, if you request in writing materials from
        the Administrative Committee and do not receive them within
        thirty (30) days after the Administrative Committee received your
        written request, you may file suit in a federal court.  In such a
        case, the court may require the Administrative Committee to
        provide the materials and pay you up to one hundred dollars
        ($100) a day until you receive the materials, unless the
        materials were not sent because of reasons beyond the control of
        the Administrative Committee.  If you have a written claim for
        Employee Savings Plan benefits that is denied or ignored, in
        whole or in part, you may file suit in a state or federal court.
        If it should happen that Employee Savings Plan fiduciaries misuse
        the Employee Savings Plan's money or if you are discriminated
        against for asserting your rights, you may seek assistance from
        the U.S. Department of Labor or you may file suit in a federal
        court.  The court will decide who should pay court costs and
        legal fees.  If you are successful in your lawsuit, the court may
        order the person you have sued to pay these costs and fees.  If
        you lose the lawsuit, the court may, under certain circumstances,
        order you to pay these costs and fees (for example, if it finds
        your claim is frivolous or without merit).

        If you have any questions about your Employee Savings Plan, you
        should contact the Administrative Committee.  If you have any
        questions about this statement or about your rights under ERISA,
        you should contact the nearest Area Office of the U.S. Labor-
        Management Services Administration, Department of Labor.

   13.  GENERAL INFORMATION ABOUT THE PLAN

    Name of Plan:                      Employee Savings Plan

    Name and addresses of employers    Arvin Industries, Inc.
    whose employees are covered by     One Noblitt Plaza
    the plan:                          Box Number 3000
                                       Columbus, Indiana 47202-3000

                                       A list of participating
                                       subsidiaries, including addresses
                                       and employer identification
                                       numbers, may be obtained from the
                                       Plan Administrator.



                                     35







    Employer identification number     35-0550190
    of Arvin Industries, Inc.:

    Plan number:                       007

    Type of plan:                      Defined Contribution Savings Plan
    Fiscal year of the plan (the       January 1 through December 31
    plan year):

    Plan Administrator:                Administrative Committee
                                       Arvin Industries, Inc.
                                       One Noblitt Plaza
                                       Box Number 3000
                                       Columbus, Indiana 47202-3000

                                       (812) 379-3000

    Plan Trustee:                      Northern Trust Company
                                       50 South LaSalle Street
                                       Ninth Floor
                                       Chicago, Illinois 60675

    Agent for legal services:          Service of legal process may be
                                       made upon the plan administrator
                                       or the plan trustee.




























                                     36







                           LIMITATION OF LIABILITY

   Neither the Company, Arvin, Meritor, nor any of their agents
   (including Arvin or Meritor if it is acting as such) in administering
   the Plan shall be liable for any act done in good faith or for the
   good faith omission to act in connection with the Plan.  However,
   nothing contained herein shall affect a Participant's right to bring a
   cause of action based on alleged violations of federal securities
   laws.

                               USE OF PROCEEDS

   The Company does not anticipate that it will realize any net proceeds
   from the issuance of its common stock under the Plan.

                            PLAN OF DISTRIBUTION

   The common stock being offered hereby is offered pursuant to the Plan,
   the terms of which provide for the issuance of common stock in
   connection with investment of participant and employer contributions
   to the Plan.

                         DESCRIPTION OF COMMON STOCK

   The Company's certificate of incorporation authorizes the issuance of
   500,000,000 shares of Common Stock. The description of the Common
   Stock is incorporated by reference into this Prospectus.  See "Where
   You Can Find More Information" for information on how to obtain a copy
   of this description.

                                   EXPERTS

   The consolidated financial statements of Arvin as of January 2, 2000
   and January 3, 1999 and for each of the three years in the period
   ended January 2, 2000 set forth in the Company's Current Report on
   Form 8-K dated July 10, 2000 have been incorporated by reference in
   this document in reliance on the report of PricewaterhouseCoopers LLP,
   independent accountants, given on the authority of said firm, as
   experts in auditing and accounting.  The consolidated financial
   statements of Meritor as of September 30, 1999 and 1998 and for each
   of the three years in the period ended September 30, 1999 and the
   related financial statement schedule incorporated by reference in this
   registration statement from Meritor's Annual Report on Form 10-K for
   the fiscal year ended September 30, 1999 have been audited by Deloitte
   & Touche LLP, independent auditors, as stated in their reports, which
   are incorporated by reference, and have been so incorporated in
   reliance upon the reports of such firm given upon their authority as
   experts in accounting and auditing.





                                     37







                                LEGAL MATTERS

   Certain legal matters in connection with the Company's common stock
   offered hereby have been passed upon for the Company by Schiff Hardin
   & Waite, Chicago, Illinois.
















































                                     38







                                   PART II

                   INFORMATION NOT REQUIRED IN PROSPECTUS

   Item 14.  Other Expenses of Issuance and Distribution.

        The estimated expenses in connection with the offering are as
   follows:

        Registration fee under the Securities Act  . . . . . . . . .  $59
        Legal fees and expenses  . . . . . . . . . . . . . . . .  $15,000
        Accounting fees and expenses . . . . . . . . . . . . . .  $ 5,000
        Miscellaneous  . . . . . . . . . . . . . . . . . . . . .  $15,000
                                                                  -------

                       Total . . . . . . . . . . . . . . . . . .  $35,059

   Item 15.  Indemnification of Directors and Officers.

        The Indiana Business Corporation Law permits indemnification of
   officers, directors, employees and agents against liabilities and
   expenses incurred in proceedings if the person acted in good faith and
   reasonably believed that (1) in the case of conduct in the person's
   official capacity with the corporation, that the person's conduct was
   in the corporation's best interests, and (2) in all other cases, that
   the person's conduct was at least not opposed to the corporation's
   best interests. In criminal proceedings, the person must either have
   reasonable cause to believe the conduct was lawful or must have had no
   reasonable cause to believe the conduct was unlawful. Unless the
   articles of incorporation provide otherwise, indemnification is
   mandatory in two instances: (1) a director successfully defends
   himself in a proceeding to which the director was a party because the
   director is or was a director of the corporation, or (2) it is court
   ordered.

        Section 8.06 of the Company's Restated Articles of Incorporation
   contain provisions authorizing, to the extent permitted under the
   Indiana Business Corporation Law and the Company's By-Laws,
   indemnification of directors and officers, including payment in
   advance of expenses in defending an action and maintaining liability
   insurance on such directors and officers. Specifically, the Company's
   By-Laws provide that the Company shall indemnify any person who was or
   is a party or is threatened to be made a party to any threatened,
   pending or completed action, suit or proceeding, whether civil or
   criminal, administrative or investigative, formal or informal (an
   "Action"), by reason of the fact that such person is or was a
   director, officer, employee or agent of the Company, or is or was
   serving at the request of the Company as a director, officer,
   employee, agent, partner, trustee or member or in another authorized
   capacity of or for another corporation, unincorporated association,
   business trust, estate, partnership, trust, joint venture, individual
   or other legal entity, whether or not organized or formed for profit,

                                     39







   against expenses (including attorneys' fees) and judgments, penalties,
   fines and amounts paid in settlement actually and reasonably incurred
   by such person in connection with such Action. The Company also shall
   pay, in advance of the final disposition of an Action, the expenses
   reasonably incurred in defending such action by a person who may be
   entitled to indemnification. Article 8 of the Company's By-Laws and
   the appendix thereto entitled "Procedures for Submission and
   Determination of Claims for Indemnification Pursuant to Article 8 of
   the By-Laws" set forth particular procedures for submission and
   determination of claims for indemnification.

        The Company's directors and officers are insured against certain
   liabilities for actions taken in such capacities, including
   liabilities under the Securities Act.

   Item 16.  Exhibits.

        The Exhibits filed herewith are set forth on the Exhibit Index
   filed as part of this Registration Statement.

   Item 17.  Undertakings.

        The Company hereby undertakes:

        (1)  To file, during any period in which offers or sales are
   being made, a post-effective amendment to this registration statement:

             (i)  To include any prospectus required by Section 10(a)(3)
        of the Securities Act of 1933;

             (ii) To reflect in the prospectus any facts or events
        arising after the effective date of the registration statement
        (or the most recent post-effective amendment thereof) which,
        individually or in the aggregate, represent a fundamental change
        in the information set forth in the registration statement.
        Notwithstanding the foregoing, any increase or decrease in volume
        of securities offered (if the total dollar value of securities
        offered would not exceed that which was registered) and any
        deviation from the low or high end of the estimated maximum
        offering range may be reflected in the form of prospectus filed
        with the Commission pursuant to Rule 424(b) if, in the aggregate,
        the changes in volume and price represent no more than a 20
        percent change in the maximum aggregate offering price set forth
        in the "Calculation of Registration Fee" table in the effective
        registration statement; and

             (iii)     To include any material information with respect
        to the plan of distribution not previously disclosed in the
        registration statement or any material change to such information
        in the registration statement;



                                     40







   PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not apply if
   the registration statement is on Form S-3 or Form S-8, and the
   information required to be included in a post-effective amendment by
   those paragraphs is contained in periodic reports filed with or
   furnished to the Commission by the Registrant pursuant to Section 13
   or 15(d) of the Securities Exchange Act of 1934 that are incorporated
   by reference in the registration statement.

        (2)  That, for the purpose of determining any liability under the
   Securities Act of 1933, each such post-effective amendment shall be
   deemed to be a new registration statement relating to the securities
   offered therein, and the offering of such securities at that time
   shall be deemed to be the initial BONA FIDE offering thereof.

        (3)  To remove from registration by means of a post-effective
   amendment any of the securities being registered which remain unsold
   at the termination of the offering.

        The Company hereby undertakes that, for purposes of determining
   any liability under the Securities Act of 1933, each filing of the
   Company's annual report pursuant to Section 13(a) or Section 15(d) of
   the Securities Exchange Act of 1934 (and, where applicable, each
   filing of an employee benefit plan's annual report pursuant to Section
   15(d) of the Securities Exchange Act of 1934) that is incorporated by
   reference in the registration statement shall be deemed to be a new
   registration statement relating to the securities offered therein, and
   the offering of such securities at that time shall be deemed to be the
   initial bona fide offering thereof.

        Insofar as indemnification for liabilities arising under the
   Securities Act of 1933 may be permitted to directors, officers and
   controlling persons of the Company pursuant to the foregoing
   provisions, or otherwise, the Company has been advised that in the
   opinion of the Securities and Exchange Commission such indemnification
   is against public policy as expressed in the Act and is, therefore,
   unenforceable.  In the event that a claim for indemnification against
   such liabilities (other than the payment by the Company of expenses
   incurred or paid by a director, officer or controlling person of the
   Company in the successful defense of any action, suit or proceeding)
   is asserted by such director, officer or controlling person in
   connection with the securities being registered, the Company will,
   unless in the opinion of its counsel the matter has been settled by
   controlling precedent, submit to a court of appropriate jurisdiction
   the question whether such indemnification by it is against public
   policy as expressed in the Act and will be governed by the final
   adjudication of such issue.







                                     41







                                 SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
   Company certifies that it has reasonable grounds to believe that it
   meets all of the requirements for filing on Form S-3 and has duly
   caused this Registration Statement to be signed on its behalf by the
   undersigned, thereunto duly authorized, in the Town of Troy, State of
   Indiana, on July 10, 2000.

                                      ARVINMERITOR, INC.
                                      (Registrant)


                                 By:  /s/ Vernon G. Baker, II
                                      -----------------------
                                      Vernon G. Baker, II
                                      Senior Vice President, General
                                      Counsel and Secretary

        Pursuant to the requirements of the Securities Act of 1933, this
   registration statement has been signed by the following persons in the
   capacities and on the date indicated.




              Signature                         Title                                     Date
              ---------                         -----                                     ----
                                                                                    
     /s/  Larry D. Yost*                        Chairman of the Board and                 July 10, 2000
     ----------------------                     Chief Executive Officer
     Larry D. Yost                              (principal executive officer)


     /s/  V. William Hunt*                      Vice Chairman and President               July 10, 2000
     ----------------------                     and Director
     V. William Hunt


     /s/  Thomas A. Madden*                     Senior Vice President and                 July 10, 2000
     ----------------------                     Chief Financial Officer (principal
     Thomas A. Madden                           financial officer)


     /s/  William M. Lowe*                      Vice President and Controller             July 10, 2000
     ----------------------                     (principal accounting officer)
     William M. Lowe


                                                Director
     -----------------------------
     Joseph B. Anderson, Jr.




                                     42







                                                Director
     ----------------------
     Donald R. Beall


     /s/  Steven C. Beering*                    Director                                  July 10, 2000
     ----------------------
     Steven C. Beering


     /s/  Rhonda L. Brooks*                     Director                                  July 10, 2000
     ----------------------
     Rhonda L. Brooks


     /s/  John J. Creedon*                      Director                                  July 10, 2000
     ----------------------
     John J. Creedon


     /s/  Joseph P. Flannery*                   Director                                  July 10, 2000
     ------------------------
     Joseph P. Flannery


     /s/  Robert E. Fowler, Jr.*                Director                                  July 10, 2000
     ---------------------------
     Robert E. Fowler, Jr.


     /s/  William D. George, Jr.*               Director                                  July 10, 2000
     ----------------------------
     William D. George, Jr.


                                                Director
     ------------------------
     Ivan W. Gorr


     /s/  Richard W. Hanselman*                 Director                                  July 10, 2000
     --------------------------
     Richard W. Hanselman


     /s/  Charles H. Harff*                     Director                                  July 10, 2000
     ------------------------
     Charles H. Harff





                                   43







     /s/  Don J. Kacek*                         Director                                  July 10, 2000
     ------------------------
     Don J. Kacek


     /s/  Victoria B. Jackson*                  Director                                  July 10, 2000
     -------------------------
     Victoria B. Jackson


     /s/  James E. Marley*                      Director                                  July 10, 2000
     ------------------------
     James E. Marley


     /s/  James E. Perella*                     Director                                  July 10, 2000
     ------------------------
     James E. Perella


     /s/  Harold A. Poling*                     Director                                  July 10, 2000
     ------------------------
     Harold A. Poling


     /s/  Martin D. Walker*                     Director                                  July 10, 2000
     ------------------------
     Martin D. Walker


     *By /s/ Vernon G. Baker, II
         -----------------------
             Vernon G. Baker, II
              Attorney-in-Fact



















                                    44







                              INDEX TO EXHIBITS

   Exhibit Number                Description
   --------------                -----------

   2*             Agreement and Plan of Reorganization dated as of April
                  6, 2000, By and Among Meritor Automotive, Inc., Mu Sub,
                  Inc. and Arvin Industries, Inc. (incorporated by
                  reference to Appendix A of the Joint Proxy Statement-
                  Prospectus contained in the Company's Registration
                  Statement on Form S-4/A (File No. 333-365448), filed
                  with the Commission on June 2, 2000).

   4.1            Form of ArvinMeritor, Inc. Employee Savings Plan (as
                  Successor to the Arvin Industries, Inc. Savings Plan).

   4.2*           Rights Agreement, dated as of July 3, 2000, between the
                  Company and EquiServe Trust Company, N.A. (incorporated
                  by reference to Exhibit 1 of the Company's Registration
                  Statement on Form 8-A12B (Reg. No. 001-15983), filed
                  with the Commission on July 10, 2000).

   5              Opinion of Schiff Hardin & Waite.

   23.1           Consent of PricewaterhouseCoopers LLP.

   23.2           Consent of Deloitte & Touche LLP.

   23.3           Consent of Schiff Hardin & Waite (included in its
                  opinion filed as Exhibit 5).

   24             Power of Attorney.



   --------------
   * Incorporated by reference.













                                     45



                                                              EXHIBIT 4.1
                                                              -----------
























                            EMPLOYEE SAVINGS PLAN

                    (Restated Effective January 1, 1997)







                              TABLE OF CONTENTS

                                                                     PAGE


   ARTICLE I. PREAMBLE . . . . . . . . . . . . . . . . . . . . . . .    1
        1.1  THE PLAN  . . . . . . . . . . . . . . . . . . . . . . .    1
        1.2  PURPOSE . . . . . . . . . . . . . . . . . . . . . . . .    1
        1.3  APPLICABILITY OF THE PLAN . . . . . . . . . . . . . . .    1
        1.4  RIGHTS AGAINST THE EMPLOYERS  . . . . . . . . . . . . .    1

   ARTICLE II. DEFINITIONS AND CONSTRUCTION  . . . . . . . . . . . .    1
        2.1  DEFINITIONS . . . . . . . . . . . . . . . . . . . . . .    1
        2.2  GENDER AND NUMBER . . . . . . . . . . . . . . . . . . .   10
        2.3  APPLICABLE LAW  . . . . . . . . . . . . . . . . . . . .   11
        2.4  SEVERABILITY  . . . . . . . . . . . . . . . . . . . . .   11
        2.5  HEADINGS  . . . . . . . . . . . . . . . . . . . . . . .   11

   ARTICLE III. ELIGIBILITY AND PARTICIPATION  . . . . . . . . . . .   11
        3.1  PARTICIPATION . . . . . . . . . . . . . . . . . . . . .   11
        3.2  ELIGIBILITY SERVICE.  . . . . . . . . . . . . . . . . .   11
        3.3  DURATION  . . . . . . . . . . . . . . . . . . . . . . .   12
        3.4  ADOPTION OF PLAN BY AFFILIATED COMPANIES  . . . . . . .   12

   ARTICLE IV. CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . .   12
        4.1  REGULAR DEPOSITS  . . . . . . . . . . . . . . . . . . .   12
        4.2  OTHER EMPLOYEE DEPOSITS . . . . . . . . . . . . . . . .   13
        4.3  MATCHING CONTRIBUTIONS  . . . . . . . . . . . . . . . .   14
        4.4  SECTION 402 LIMIT ON PAY REDUCTION CONTRIBUTIONS  . . .   15
        4.5  SECTION 401(K) LIMIT ON TAX-DEFERRED DEPOSITS . . . . .   16
        4.6  SECTION 401(M) LIMIT ON TAXED DEPOSITS AND MATCHING
             EMPLOYER CONTRIBUTIONS  . . . . . . . . . . . . . . . .   20
        4.7  LIMITATIONS ON ANNUAL ACCOUNT ADDITIONS . . . . . . . .   26
        4.8  FULL VESTING  . . . . . . . . . . . . . . . . . . . . .   29
        4.9  EFFECT OF MISTAKE . . . . . . . . . . . . . . . . . . .   29
        4.10 REHIRE AFTER MILITARY SERVICE . . . . . . . . . . . . .   29

   ARTICLE V. DISTRIBUTIONS AND WITHDRAWALS  . . . . . . . . . . . .   29
        5.1  DISTRIBUTIONS UPON TERMINATION OF EMPLOYMENT OR AT AGE
             70 1/2  . . . . . . . . . . . . . . . . . . . . . . . .   29
        5.2  DISTRIBUTION UPON DEATH . . . . . . . . . . . . . . . .   31
        5.3  IN-SERVICE WITHDRAWALS  . . . . . . . . . . . . . . . .   31
        5.4  TIME FOR DISTRIBUTION . . . . . . . . . . . . . . . . .   33
        5.5  WITHHOLDING ON DISTRIBUTIONS  . . . . . . . . . . . . .   34
        5.6  ELIGIBLE ROLLOVER DISTRIBUTIONS; DIRECT ROLLOVER  . . .   34
        5.7  NONALIENATION . . . . . . . . . . . . . . . . . . . . .   35
        5.8  INCOMPETENCY  . . . . . . . . . . . . . . . . . . . . .   35

   ARTICLE VI. INVESTMENTS AND ACCOUNTS  . . . . . . . . . . . . . .   35
        6.1  FUNDS AND ACCOUNTS  . . . . . . . . . . . . . . . . . .   35
        6.2  ADJUSTMENTS TO REFLECT NET WORTH OF THE TRUST FUND  . .   38
        6.3  VOTING AND TENDER OFFER DECISIONS . . . . . . . . . . .   38

                                     -i-







   ARTICLE VII. ADMINISTRATION AND TRUST . . . . . . . . . . . . . .   39
        7.1  APPOINTMENT, RESIGNATION, AND REPLACEMENT . . . . . . .   39
        7.2  NOTICE TO THE TRUSTEE . . . . . . . . . . . . . . . . .   39
        7.3  RESPONSIBILITIES AND RIGHTS . . . . . . . . . . . . . .   39
        7.4  RULES OF PROCEDURE  . . . . . . . . . . . . . . . . . .   41
        7.5  STATUS  . . . . . . . . . . . . . . . . . . . . . . . .   41
        7.6  APPOINTMENT OF ADVISORS . . . . . . . . . . . . . . . .   41
        7.7  INDEMNIFICATION . . . . . . . . . . . . . . . . . . . .   41
        7.8  EXPENSES  . . . . . . . . . . . . . . . . . . . . . . .   41
        7.9  APPEALS FROM DENIAL OF CLAIMS . . . . . . . . . . . . .   41
        7.10 TRUST . . . . . . . . . . . . . . . . . . . . . . . . .   42
        7.11 LITIGATION  . . . . . . . . . . . . . . . . . . . . . .   42
        7.12 MULTIPLE EMPLOYER PLAN  . . . . . . . . . . . . . . . .   42

   ARTICLE VIII. CHANGES IN THE PLAN . . . . . . . . . . . . . . . .   43
        8.1  AMENDMENT OR TERMINATION OF THE PLAN  . . . . . . . . .   43
        8.2  MERGER, CONSOLIDATION, OR TRANSFER  . . . . . . . . . .   43
        8.3  NONREVERSION  . . . . . . . . . . . . . . . . . . . . .   43

   ARTICLE IX. TOP-HEAVY PROVISIONS  . . . . . . . . . . . . . . . .   44
        9.1  EFFECTIVE DATE  . . . . . . . . . . . . . . . . . . . .   44
        9.2  DETERMINATION OF TOP-HEAVY  . . . . . . . . . . . . . .   44
        9.3  CONTINGENT PROVISIONS . . . . . . . . . . . . . . . . .   44






























                                    -ii-







                            EMPLOYEE SAVINGS PLAN
                    (Restated Effective January 1, 1997)

                             ARTICLE I. PREAMBLE

        1.1  THE PLAN. Effective January 1, 1991, Arvin Industries, Inc.,
   an Indiana corporation with principal offices located at Columbus,
   Indiana, adopted the Employee Savings Plan for the benefit of its
   eligible employees.

        Effective August 1, 1996, Arvin Industries, Inc. amended and
   restated the Plan in its entirety to reflect the change to daily
   valuation and other administrative changes.

        Effective January 1, 1997, the Plan is amended and restated to
   provide, in its entirety, as follows:

        1.2  PURPOSE. It is intended that this Plan, together with the
   Trust Agreement, meet all the requirements of the Employee Retirement
   Income Security Act of 1974 and section 401(k) of the Internal Revenue
   Code and the Plan shall be interpreted, wherever possible, to comply
   with the terms of the Act and section 401(k) and all formal
   regulations and rulings issued under such Act and section 401(k).

        1.3  APPLICABILITY OF THE PLAN.  Except as otherwise provided in
   this Plan or as provided by statute or regulation, the provisions of
   this Plan are applicable to Employees who are credited with an Hour of
   Service on or after August 1, 1996.  The rights and benefits, if any,
   of persons who terminated, retired, or died before that date shall be
   determined under prior statements of the Plan, except as provided
   elsewhere in this Plan or as provided by statute or regulation.

        1.4  RIGHTS AGAINST THE EMPLOYERS.  Neither the establishment of
   the Plan, nor of the Trust, nor any modification thereof, nor any
   distributions shall be construed as giving to any Member or any person
   whomsoever any legal or equitable rights against the Administrative
   Committee, any Employer, or the officers, directors, or shareholders
   as such of any Employer, or as giving any Employee or Member the right
   to be retained in the employ of the Employers.  All benefits payable
   under the Plan shall be paid or provided for solely from the Trust
   Fund, and the Employers shall have no liability or responsibility for
   benefit distributions other than to make contributions to the Trust
   Fund as herein provided.


                  ARTICLE II. DEFINITIONS AND CONSTRUCTION


        2.1  DEFINITIONS.  Whenever used in the Plan, the following terms
   shall have the respective meanings set forth below unless otherwise
   expressly provided.

             (a)  "ACCOUNT" means a Member's Matching Contributions
                  Account, Tax-Deferred Deposits Account, Taxed Deposits







                  Account and Rollover Deposits Account, collectively or
                  individually as the context indicates.

             (b)  "ACTIVE PARTICIPANT" means an Employee who is making
                  Regular or Optional Deposits under the Plan.

             (c)  "ADMINISTRATIVE COMMITTEE" means the individuals
                  serving under the Plan from time to time pursuant to
                  appointment by the Chief Executive Officer of the
                  Company in accordance with the provisions of the Plan,
                  which Administrative Committee shall be responsible for
                  the general administration of the Plan set forth in the
                  provisions of the Plan on behalf of the Company and any
                  Participating Subsidiaries.

             (d)  "CODE" means the Internal Revenue Code of 1986, as now
                  in effect or as amended from time to time.

             (e)  "COMPANY" means Arvin Industries, Inc.

             (f)  "COMPENSATION" means--

                  (1)  amounts actually paid during the Plan Year which
                       are the Participant's wages, salary, fees for
                       personal services actually rendered in the course
                       of reemployment with the Employer or a Subsidiary,
                       including amounts described in Treasury regulation
                       1.415-2(d)(1) but excluding contributions to a
                       plan of deferred compensation to the extent they
                       are not includible in the Participant's gross
                       income for the taxable year in which contributed,
                       and other amounts which receive special tax
                       benefits such as premiums for group-term life
                       insurance (to the extent not includible in gross
                       income), and

                  (2)  if elected by the Employer, amounts contributed by
                       the Employer pursuant to a pay reduction agreement
                       pursuant to Code section 125 or 402(a)(8).

                  (3)  For the period before January 1, 1994, no more
                       than $200,000 of Compensation or Pay shall be
                       taken into account under this Plan for each Plan
                       Year (as adjusted by the Secretary of the Treasury
                       under Code section 415(d)).  In addition to other
                       applicable limitations set forth in this Plan and
                       notwithstanding any other provision of this Plan
                       to the contrary, for Plan Years beginning on or
                       after January 1, 1994, the Compensation of each
                       Employee taken into account under this Plan in any
                       Plan Year shall not exceed the OBRA 93 Annual
                       Compensation Limit.  The OBRA '93 Annual

                                     -2-







                       Compensation Limit is one hundred and fifty
                       thousand dollars ($150,000), as adjusted by the
                       Commissioner for increases in the cost of living
                       in accordance with Section 401(a)(17)(B) of the
                       Code.  The cost-of-living adjustment in effect for
                       a Plan Year applies to any period, not exceeding
                       twelve (12) months, over which Compensation is
                       determined (determination period) beginning in
                       such calendar year.  If a determination period
                       consists of fewer than twelve (12) months, the
                       OBRA '93 Annual Compensation Limit will be
                       multiplied by a fraction, the numerator of which
                       is the number of months in the determination
                       period, and the denominator of which is twelve
                       (12).  For Plan Years beginning on or after
                       January 1, 1994, any reference in this Plan to the
                       limitation under Section 401(a)(17) of the Code
                       shall mean the OBRA '93 Annual Compensation Limit
                       set forth in this provision.

                  (4)  The Employer may elect an alternative method of
                       determining Compensation pursuant to regulations
                       issued by the Internal Revenue Service.

                  (5)  For purposes of Section 4.7, Compensation shall
                       include in any Plan Year beginning after December
                       31, 1997 amounts not included in income by reason
                       of Code sections 125 and 401(k).

             (g)  "ELIGIBLE EMPLOYEE" means a regular Employee employed
                  by an Employer on an hourly basis, except that an
                  Employee shall not be an Eligible Employee if he is (1)
                  covered under a collective bargaining agreement where
                  retirement benefits were the subject of good faith
                  bargaining, unless the agreement provides for
                  participation in this Plan, or (2) a Leased Employee.

             (h)  "EMPLOYEE" means (1) a common-law employee of an
                  Employer or an Affiliate or (2) a Leased Employee of an
                  Employer or an Affiliate to the extent required by Code
                  section 414(n).

             (i)  "EMPLOYER" means Maremont Corporation and its wholly
                  owned subsidiaries.  It also means an Affiliate which
                  is participating in the Plan pursuant to section 3.4.

             (j)  "ERISA" means the Employee Retirement Income Security
                  Act of 1974, as amended.

             (k)  "FIVE-PERCENT OWNER" means a "5-percent owner" within
                  the meaning of Code section 416(i)(1)(B).


                                     -3-







             (l)  "FUND" means the Funds described in section 6.1,
                  collectively or individually as the context indicates.

             (m)  "FUND A" means that portion of the Trust Fund described
                  in section 6.1(b) which is comprised of investment
                  funds to which a Member may direct contributions.

             (n)  "FUND B" means that portion of the Trust Fund which is
                  not held under Fund A.

             (o)  "HIGHLY COMPENSATED EMPLOYEE" means for each Plan Year
                  beginning on or after January 1, 1997 and shall include
                  any Employee described in Section 414(q) of the Code
                  who:

                  (1)  is a five percent (5%) or more owner (as then
                       defined in Section 416(i)(1) of the Code) of an
                       Employer or Subsidiary at any time during that
                       Plan Year or the immediately preceding Plan Year;
                       or

                  (2)  received more than eighty thousand dollars
                       ($80,000), as automatically adjusted pursuant to
                       sections 414(q)(1) and 415(d) of the Code without
                       the necessity of any amendment to the Plan, of
                       Compensation from the Employers and Subsidiaries
                       in the immediately preceding Plan Year and was in
                       the Top Paid Group for that immediately preceding
                       Plan Year.

                  For purposes of determining whether an Employee is a
                  Highly Compensated Employee and notwithstanding
                  anything else contained in this Section, the following
                  rules shall apply:

                  (3)  A former Employee shall be treated as a Highly
                       Compensated Employee if he was a Highly
                       Compensated Employee in the Plan Year during which
                       his employment with the Employer and Subsidiaries
                       terminated or in any Plan Year during which occurs
                       or commencing after his fifty-fifth (55th)
                       birthday.

                  (4)  An Employee shall only be deemed to be a Highly
                       Compensated Employee to the extent then required
                       by the Code.

             (p)  "HOURS OF SERVICE" means the hours for which an
                  Employee shall receive credit for purposes of the Plan,
                  as follows:



                                     -4-







                  (1)  For each hour for which he is directly or
                       indirectly paid, or entitled to payment, by the
                       Company or Subsidiary for the performance of
                       duties during the applicable computation period,
                       he shall be credited with one hour.  These hours
                       shall be credited to the Employee for the
                       computation period or periods in which the duties
                       were performed and shall include hours for which
                       back pay, irrespective of mitigation of damages,
                       has been either awarded or agreed to by the
                       Company or Subsidiary, with no duplication of
                       credit for hours.

                  (2)  For each hour, in addition to the hours in
                       paragraph (1) above, for which he is directly or
                       indirectly paid, or entitled to payment, by the
                       Company or Subsidiary, for reasons other than for
                       the performance of duties during the applicable
                       computation period, he shall be credited with one
                       hour.  These hours shall be counted in the
                       computation period in which either payment is
                       actually made or amounts payable to the Employee
                       come due.

                  (3)  For each week during which an Employee is absent
                       from work because of occupational injury or
                       disease incurred in the course of his employment
                       by the Company or Subsidiary, provided he would
                       otherwise have been scheduled to work, he shall be
                       credited, at the rate of 40 hours for each such
                       week; provided, however, that no such credit shall
                       be given for hours for a number of weeks in excess
                       of the number of weeks for which he actually
                       receives Workmen's Compensation or Occupational
                       Disease benefits plus the one-week statutory
                       waiting period if it is incurred.

                  (4)  For the period or periods of service in the Armed
                       Forces of the United States for which the Company
                       or Subsidiary, at the time the Employee is
                       reemployed by the Company or Subsidiary, is
                       required by law to give an employee credit for
                       seniority and status purposes, he shall be
                       credited at the rate of 170 hours for each 36 days
                       of such military leave.  If the Employee fails to
                       return to the Company's or Subsidiary's employ
                       under circumstances which entitle him as a matter
                       of law to reemployment with full accumulated
                       rights he shall not receive credit for Hours of
                       Service for such military leave.



                                     -5-







                  (5)  For the period or periods of continuous absence
                       from work because of layoff or leave of absence
                       for which the Employee was not compensated by the
                       Company or Subsidiary, he shall be credited at the
                       rate of 40 hours for each such week, but the
                       amount of each such absence prior to the Effective
                       Date in excess of three months shall not be
                       counted, and the amount of each such absence on
                       and after the Effective Date in excess of two
                       months shall not be counted.

                       There shall be no duplication of Hours of Service
                       under paragraphs (1) through (5) above.

                       When no time records are available, the Employee
                       shall be given credit for Hours of Service based
                       upon the number of normally scheduled work hours
                       for each week he is on the Company's or
                       Subsidiary's payroll, as determined in accordance
                       with reasonable standards and policies from time
                       to time adopted by the Administrative Committee
                       under the Act prescribed by the Secretary of
                       Labor.

             (q)  "LEASED EMPLOYEE" means a person who is not a common
                  law employee of an Employer or a Subsidiary but who
                  provides services to an Employer or a Subsidiary
                  (recipient organization) and-

                  (1)  such services are provided pursuant to an
                       agreement (written or oral) between the recipient
                       organization and any other person ("leasing
                       organization"),

                  (2)  such person has performed such services for the
                       recipient organization on a substantially full-
                       time basis for a period of at least one year, and

                  (3)  such services are performed under the primary
                       direction or control of the recipient organization
                       by Employees.

                  A person shall not be deemed a Leased Employee if such
                  person is covered by a plan maintained by a leasing
                  organization if, with respect to such person, such plan
                  is a money purchase plan with a nonintegrated employer
                  contribution rate of at least 10 percent, and provides
                  for immediate participation and for full and immediate
                  vesting.  The preceding sentence shall not be
                  applicable if Leased Employees constitute more than 20
                  percent of the recipient organization's nonhighly


                                     -6-







                  compensated work force (as defined in Code section
                  414(n)(5)).

             (r)  "MATCHING CONTRIBUTIONS ACCOUNT" means that portion of
                  the Member's Account which evidences the value of the
                  Matching Contributions which have been credited to a
                  Member's Account under the Plan and including the net
                  worth of the Trust Fund attributable thereto.

             (s)  "MATCHING CONTRIBUTIONS" means the contributions
                  described in section 4.3.

             (t)  "MEMBER" means a person with an amount credited to his
                  Account.

             (u)  "NON-HIGHLY COMPENSATED EMPLOYEE" means an Employee who
             is not a Highly Compensated Employee.

             (v)  "NORMAL RETIREMENT AGE" means an Employee's sixty-fifth
                  birthday.

             (w)  "OPTIONAL DEPOSITS" means the unmatched contributions
                  described in section 4.2.

             (x)  "PAY" means an Employee's regular base compensation
                  from his Employer without regard to any Tax Deferred
                  Deposits, including overtime pay, bonuses, Compensation
                  reductions to a Code Section 125 plan and other special
                  cash compensation.  For the period before January 1,
                  1994, no more than $200,000 (as adjusted for increases
                  in the cost of living pursuant to rules of the Internal
                  Revenue Service) of Pay shall be taken into account.
                  In addition to other applicable limitations set forth
                  in this Plan and notwithstanding any other provision of
                  this Plan to the contrary, for Plan Years beginning on
                  or after January 1, 1994, the Pay of each Employee
                  taken into account under this Plan in any Plan Year
                  shall not exceed the OBRA '93 Annual Compensation
                  Limit.  The OBRA '93 Annual Compensation Limit is one
                  hundred and fifty thousand dollars ($150,000), as
                  adjusted by the Commissioner for increases in the cost
                  of living in accordance with Section 401(a)(17)(B) of
                  the Code.  The cost-of-living adjustment in effect for
                  a Plan Year applies to any period, not exceeding twelve
                  (12) months, over which Pay is determined (determina-
                  tion period) beginning in such calendar year. If a
                  determination period consists of fewer than twelve
                  (12) months, the OBRA '93 Annual Compensation Limit
                  will be multiplied by a fraction, the numerator of
                  which is the number of months in the determination
                  period, and the denominator of which is twelve (12).
                  For Plan Years beginning on or after January 1, 1994,

                                     -7-







                  any reference in this Plan to the limitation under
                  Section 401(a)(17) of the Code shall mean the OBRA '93
                  Annual Compensation Limit set forth in this provision.

             (y)  "PLAN" means the Employee Savings Plan.

             (z)  "PLAN YEAR" means the calendar year.

             (aa) "PRIOR YEAR'S NON-HIGHLY COMPENSATED EMPLOYEE" means,
                  with respect to any Plan Year beginning on or after
                  January 1, 1997, each individual who was in the
                  immediately preceding Plan Year:

                  (1)  an Employee eligible to participate in this Plan;
                       and

                  (2)  not a Highly Compensated Employee, as determined
                       in accordance with the definition of "Highly
                       Compensated Employee" in effect with respect to
                       such immediately preceding Plan Year.

                  An individual may be a Prior Year's Non-Highly
                  Compensated Employee even though he is not an Employee
                  or Participant in the current Plan Year or even though
                  he would be treated as a Highly Compensated Employee
                  based on the individual's circumstances and the
                  definition of "Highly Compensated Employee" in the
                  current Plan Year.

             (bb) "REGULAR DEPOSITS" means the matched contributions
                  described in 4.1.

             (cc) "REQUIRED BEGINNING DATE" means the date described in
                  section 5.1(b)(3).

             (dd) "ROLLOVER DEPOSITS" means the contributions made
                  pursuant to section 4.2(c).

             (ee) "ROLLOVER DEPOSITS ACCOUNT" means that portion of a
                  Member's Account which evidences the value of the
                  Rollover Deposits made by a Participant including the
                  net worth of the Trust Fund attributable thereto.

             (ff) "SUBSIDIARY" means

                  (1)  a corporation which is a member of the same
                       controlled group of corporations as an Employer as
                       determined under Code sections 414(b) and section
                       1563(a), but determined without regard to section
                       1563(a)(4) and (e)(3)(C);



                                     -8-







                  (2)  a trade or business (whether or not incorporated)
                       which is under common control with an Employer as
                       determined under Code section 414(c); and

                  (3)  to the extent required by law-

                       (A)  an organization which is a member of the same
                            affiliated service group as an Employer as
                            determined under Code section 414(m), and

                       (B)  an organization which is required to be
                            treated as a Subsidiary pursuant to Code
                            section 414(o).

             For the purposes of section 4.7 (relating to limitation on
             annual additions), paragraph (1) shall be applied by
             replacing the phrase "at least 80 percent" in Code section
             1563(a)(1) with the phrase "more than 50 percent" each place
             it appears.

             Except as otherwise provided, provisions of the Plan shall
             be applied separately with respect to each group of
             Employers and Subsidiaries which are related within the
             meaning of paragraphs (1), (2), and (3).

             (gg) "TAX-DEFERRED DEPOSITS" means the Regular or Optional
                  Deposits that are made on a before-tax basis pursuant
                  to section 4.1 or section 4.2.

             (hh) "TAX-DEFERRED DEPOSITS ACCOUNT" means that portion of
                  the Member's Account which evidences the value of the
                  Tax-Deferred Deposits made by the Employer for the
                  Member under the Plan including the net worth of the
                  Trust Fund attributable thereto.  Tax-Deferred Deposits
                  shall comply with Code section 401(k).

             (ii) "TAXED DEPOSITS" means the Regular or Optional Deposits
                  that are made on an after-tax basis pursuant to section
                  4.1 or section 4.2.

             (jj) "TAXED DEPOSITS ACCOUNT" means that portion of the
                  Member's Account which evidences the value of a
                  Participant's Taxed Deposits under the Plan including
                  the net worth of the Trust Fund attributable thereto.

             (kk) "TERMINATION OF SERVICE" means the termination of an
                  Employee's employment, with all Employers and all
                  Subsidiaries.  A transfer of employment from one
                  Employer to another Employer or Subsidiary, shall not
                  constitute a Termination of Service for purposes of
                  this Plan.  A sale of a subsidiary or a trade or


                                     -9-







                  business of an Employer shall not constitute a
                  Termination of Service except where expressly stated.

             (ll) "TOP PAID GROUP" means in a Plan Year the Employees who
                  are in the top twenty percent (20%) of the Employees of
                  the Employers and Subsidiaries in terms of Compensation
                  for such Plan Year; PROVIDED, HOWEVER, that for
                  purposes of determining the number of Employees to be
                  included in the Top Paid Group, the following Employees
                  shall be excluded to the extent permitted by section
                  414(q)(4) of the Code:

                  (1)  Employees who have not completed six (6) months of
                       service;

                  (2)  Employees who normally work less than seventeen
                       and one-half (17 1/2) hours per week or less than
                       six (6) months during a Plan Year;

                  (3)  Employees who have not attained age twenty-one
                       (21);

                  (4)  except as provided by regulations promulgated
                       under the Code, Employees who are covered by a
                       collectively bargained agreement; and

                  (5)  Employees who are non-resident aliens and who
                       receive no earned income (within the meaning of
                       Section 911(d)(2) of the Code) from the Employers
                       and Subsidiaries which constitutes income from
                       sources in the United States (within the meaning
                       of section 861(a)(3) of the Code).

                  (mm) "TRUST" means the agreement establishing a trust,
                       which forms part of the Plan, to receive, hold,
                       invest, and dispose of the Trust Fund.

                  (nn) "TRUSTEE" means the corporate trustee selected by
                       the Company to hold and administer the Trust Fund,
                       or any successor thereto or co-Trustee selected by
                       the Administrative Committee.

                  (oo) "TRUST FUND" means the assets held under the Trust
                       Agreement by the Trustee.

                  (pp) "VALUATION DATE" means each business day.

        2.2  GENDER AND NUMBER.  Except when otherwise indicated by the
   context, any masculine terminology shall also include the feminine,
   and the definition of any term in the singular shall also include the
   plural.


                                    -10-







        2.3  APPLICABLE LAW.  To the extent not preempted by the laws of
   the United States, the laws of the State of Indiana shall be the
   controlling law in all matters relating to the Plan.

        2.4  SEVERABILITY.  If a provision of this Plan shall be held
   illegal or invalid, the illegality or invalidity shall not affect the
   remaining parts of the Plan, and the Plan shall be construed and
   enforced as if the illegal or invalid provision had not been included
   in this Plan.

        2.5  HEADINGS.  The headings of this Plan are inserted for
   convenience or reference only and are not to be considered in the
   construction or the interpretation of the Plan.

                 ARTICLE III. ELIGIBILITY AND PARTICIPATION

        3.1  PARTICIPATION.  Each person who is an Eligible Employee or
   who becomes an Eligible Employee shall become an Active Participant on
   the first payday of the calendar quarter following the latest to occur
   of the following:

             (a)  the date he becomes an Eligible Employee,

             (b)  the date he is credited with one year of Eligibility
        Service,

             (c)  the Effective Date, and

             (d)  he is not a Leased Employee;

        provided, however, that to the extent provided by a collective
        bargaining agreement covering the employment of an Eligible
        Employee, such otherwise Eligible Employee may only become an
        Active Participant if such Eligible Employee elects to
        participate in the Choice Benefits Plan for Employees of Arvin
        Industries, Inc.

        3.2  ELIGIBILITY SERVICE.

             (a)  DEFINITION.  An Employee shall be credited with one
                  year of Eligibility Service on each anniversary of the
                  date he becomes an Eligible Employee, provided he is
                  still an Eligible Employee on such anniversary date.
                  Eligibility Service shall include an Employee's
                  employment with KYB Industries, Inc. and WorldSource
                  Coil Coating, Inc.

             (b)  CANCELLATION OF ELIGIBILITY SERVICE.  If an Employee
                  who has incurred a one-year break in service returns to
                  employment with an Employer or a Subsidiary, he shall
                  be recredited with his prior Eligibility Service
                  effective as of his reemployment date unless (1) at the

                                    -11-







                  time he terminated employment he did not have an
                  Account in this Plan and (2) the number of his one-year
                  breaks in service equals or exceeds the greater of five
                  or the number of his years of credited Eligibility
                  Service at his termination of employment.

        3.3  DURATION.  A Participant shall cease to be an Active
   Participant if he is no longer an Eligible Employee, fails to meet the
   other requirements described in Section 3.1 or if he ceases to make
   Taxed Deposits or Taxed Deferred Deposits.

        3.4  ADOPTION OF PLAN BY AFFILIATED COMPANIES.  The Chief
   Executive Officer of the Company shall have the right to certify to
   the Trustee that a Subsidiary shall participate under the terms of
   this Plan as an Employer.  An Employer is deemed to have designated
   the Company as its agent with respect to the Plan.  An Employee of an
   Affiliate shall not be eligible to become an Active Participant
   pursuant to section 3.1 prior to the date the Affiliate becomes an
   Employer.

                          ARTICLE IV. CONTRIBUTIONS

        4.1  REGULAR DEPOSITS.

             (a)  IN GENERAL.  An Active Participant may elect to deposit
                  under the Plan by payroll deduction 1 percent of his
                  Pay on each pay day or any greater whole percentage not
                  in excess of 6 percent ("Regular Deposits").

                  The Regular Deposits for the Active Participant shall
                  be deducted from his Pay each pay day.  Regular
                  Deposits for each Active Participant shall be paid over
                  to the Trustee for deposit in Fund A of the Trust Fund
                  as soon as administratively practicable but not later
                  than the end of the month following the month in which
                  the deduction from the Active Participant's Pay was
                  made.  An Active Participant may elect to have his
                  Regular Deposits credited as a Tax-Deferred Deposit or
                  a Taxed Deposit.  Crediting of Regular Deposits shall
                  be made at such times as the Administrative Committee
                  shall deem advisable or necessary; provided, however,
                  as of each Valuation Date a Member's Employee Taxed and
                  Tax-Deferred Deposits Accounts shall reflect all
                  Regular Deposits theretofore deducted from his Pay.


             (b)  CHANGES IN DEDUCTIONS.

                  (1)  An Active Participant may adjust or stop his
                       Regular Deposits effective as of the first day of
                       the payroll period that begins after the
                       Participant has notified the Administrative


                                    -12-







                       Committee in the manner and within the time
                       prescribed by the Administrative Committee.

                  (2)  An Active Participant shall have his Regular
                       Deposits completely discontinued as of the date he
                       ceases to be an Eligible Employee.

        4.2  OTHER EMPLOYEE DEPOSITS.

             (a)  OPTIONAL DEPOSITS.

                  (1)  An Active Participant who is making Regular
                       Deposits equal to 6 percent of his Pay may elect
                       to deposit under the Plan each pay day by payroll
                       deduction 1 percent of his Pay on each pay day or
                       any greater whole percentage not in excess of 10
                       percent of his Pay.  Optional Deposits for each
                       Participant shall be paid over to the Trustee for
                       deposit in Fund A of the Trust Fund as soon as
                       administratively practicable but not later than
                       the end of the month following the month in which
                       the deduction from the Active Participant's pay
                       was made.  Subject to rules established by the
                       Administrative Committee from time to time and
                       applicable anti-discrimination tests, an Active
                       Participant may elect to have his Optional
                       Deposits contributed as a Tax-Deferred Deposit or
                       a Taxed Deposit or a combination of the two.
                       Optional Deposits shall be credited to an Active
                       Participant's Accounts in the Plan at such times
                       as the Administrative Committee shall deem
                       advisable or necessary; provided, however, as of
                       each Valuation Date, a Member's accounts shall
                       reflect all Optional Deposits theretofore deducted
                       from his Pay.

                  (2)  An Active Participant may elect to make additional
                       Optional Deposits under the Plan once each
                       calendar year by a single Taxed Deposit to the
                       Trustee, in accordance with uniform rules adopted
                       therefor by the Administrative Committee, so that
                       the aggregate Optional Deposits under this section
                       4.2 do not exceed 10 percent of his aggregate Pay
                       after the date he became an Active Participant.

             (b)  CHANGE IN OPTIONAL CONTRIBUTIONS.

                  (1)  An Active Participant may adjust or stop his
                       Optional Deposits effective as of the first day of
                       the payroll period that begins after the
                       Participant has notified the Administrative
                       Committee in the manner and within the time
                       prescribed by the Administrative Committee.

                                    -13-







                  (2)  An Active Participant shall have his Optional
                       Deposits completely discontinued as of the date he
                       ceases to be an Eligible Employee.

             (c)  ROLLOVER DEPOSIT.  A Participant may make a Rollover
                  Deposit of--

                  (1)  a distribution after December 31, 1992, which is
                       an eligible rollover distribution within the
                       meaning of Code section 402 or 403(a) or an amount
                       distributed from an individual retirement plan
                       described in Code section 408(d)(3)(A)(ii), or

                  (2)  an amount directly transferred after December 31,
                       1992 from another qualified plan pursuant to the
                       Participant's election under the provisions of
                       Code section 401(a)(31).

                  A Rollover Deposit shall be credited to the Rollover
                  Deposits Account.  The Administrative Committee may
                  adopt rules concerning such deposits as it deems
                  advisable.

                  The Administrative Committee may adopt rules concerning
                  such deposits as it deems advisable.

        4.3  MATCHING CONTRIBUTIONS.

             (a)  CONTRIBUTION MATCH.  Subject to the limitations of this
                  Article, the Employer shall contribute an amount on
                  behalf of each Active Participant:

                  (i)  who is an Employee of the Employer or a Subsidiary
                       on the last day of the calendar quarter,

                  (ii) who Terminates Service during the calendar quarter
                       after the attainment of the Retirement Age or on
                       account of a Disability, or

                  (iii)who died during the calendar quarter

                  equal to one-quarter of the Regular Deposits made by,
                  or on behalf of, the Participant.

                  Payment of the regular Matching Contribution for each
                  calendar quarter shall be paid to the Trustee for
                  deposit in Fund B of the Trust Fund at such time as may
                  be convenient to the Employer, but in no event later
                  than 30 days after the last day of that calendar
                  quarter.

                  Matching Contributions shall be credited to the
                  Participant's Matching Contribution Account as of the

                                    -14-







                  Valuation Date that the Matching Contributions relate.
                  The Matching Contribution Account shall be invested in
                  the Arvin Stock Fund and shall reflect its allocable
                  share of investment earnings, gains, and losses
                  (realized and unrealized).

             (b)  FORM OF MATCHING CONTRIBUTIONS.  Matching Contributions
                  to the Trust under the Plan shall be made either in
                  Common Shares, par value $2.50 per share, of the
                  Company ("Shares"), or in cash, as the Company, in its
                  sole discretion, shall determine.  In the event that
                  Matching Contributions shall comprise Shares, then for
                  purposes of determining the amount to be contributed
                  pursuant to this Article IV, the fair market value of
                  the Shares shall be an amount equal to the average of
                  the high and low prices as compiled by the Consolidated
                  Tape Association of the New York Stock Exchange for the
                  most recent trading day preceding the day on which the
                  Matching Contribution is made.

        4.4  SECTION 402 LIMIT ON PAY REDUCTION CONTRIBUTIONS.

             (a)  IN GENERAL.  Notwithstanding section 4.1 or 4.2, an
                  Employer may not make Tax Deferred Deposits for any
                  calendar year on behalf of a Participant in excess of
                  $9,500 (as adjusted by the Secretary of the Treasury to
                  reflect increases in the cost of living).  This limit
                  shall be applied by aggregating all plans and
                  arrangements maintained by the Employer and
                  Subsidiaries that provide for elective deferrals as
                  defined in Code section 402(g).

             (b)  CORRECTION OF EXCESS.  Amounts in excess of the
                  limitation of subsection (a) (adjusted for gains and
                  losses as provided by regulations) shall be paid to the
                  Member not later than April 15 of the taxable year
                  which follows the taxable year in which the excess
                  amount arises.  The amount to be distributed shall be
                  reduced by any amounts previously distributed to the
                  Member under section 4.7 (relating to limitation on
                  annual additions) with respect to the Plan Year which
                  begins with or within the taxable year in which the
                  excess arose.  Matching Contributions related to
                  amounts which are repaid to a Member shall be forfeited
                  and used as a Matching Employer Contribution in the
                  Plan Year in which the repayment is made.

                  Tax-Deferred Deposits which are repaid under this
                  section shall not be treated as Annual Additions for
                  the purpose of section 4.7.  Tax-Deferred Deposits
                  which are repaid under this section shall be taken into
                  account for the purpose of section 4.5 if they are
                  repaid to a Highly Compensated Employee.

                                    -15-







        4.5  SECTION 401(K) LIMIT ON TAX-DEFERRED DEPOSITS.

             (a)  IN GENERAL.  For Plan Years beginning on or after
                  January 1, 1997 and unless the Administrative Committee
                  properly elects at such time and in such manner as
                  prescribed by the Secretary of the Treasury to apply
                  the Current Year ADP Method (as defined in Subsection
                  (b) of this Section) instead, if after making the
                  adjustments required by Section 4.4 the average of the
                  Actual Deferral Percentages for the group of Highly
                  Compensated Employees who are eligible to be
                  Participants in a Plan Year would be more than the
                  greater of:

                  (1)  the average of the immediately preceding Plan
                       Year's Actual Deferral Percentages of all Prior
                       Year's Non-Highly Compensated Employees multiplied
                       by one and one-fourth (1-1/4th), or

                  (2)  the lesser of:

                       (A)  two percent (2%) plus the immediately
                            preceding Plan Year's Actual Deferral
                            Percentage of all Prior Year's Non-Highly
                            Compensated Employees, or

                       (B)  the immediately preceding Plan Year's Actual
                            Deferral Percentage of all Prior Year's Non-
                            Highly Compensated Employees multiplied by
                            two (2),

                  the Tax-Deferred Deposits of the Highly Compensated
                  Employees shall be reduced to the extent necessary so
                  that the Actual Deferral Percentage for the group of
                  Highly Compensated Employees is not more than the
                  greater of Subsection (1) or (2) above.

                  Reduction of Tax-Deferred Deposits shall be
                  accomplished first by determining the maximum deferral
                  for the group of Highly Compensated Employees permitted
                  by Subsection (1) or (2) above and then reducing the
                  Tax-Deferred Deposits of the Highly Compensated
                  Employees with the highest Actual Deferral Percentages
                  to lower percentages in one-tenth percent (0.1%)
                  increments until the limitations in this Section are
                  not exceeded; PROVIDED, HOWEVER, that a lesser than
                  one-tenth percent (0.1%) reduction shall be made if
                  such lesser reduction causes the limitations in this
                  Section not to be exceeded.

                  For Plan Years beginning on or after January 1, 1997,
                  correction of excess Tax-Deferred Deposits shall be
                  accomplished as follows.  First, the Administrative

                                    -16-







                  Committee shall calculate the total dollar amount of
                  the Tax-Deferred Deposits of Highly Compensated
                  Employees that would otherwise be reduced as the result
                  of the reduction of the Tax-Deferred Deposit on the
                  basis of percentages(the "Total Excess Contributions")
                  without attributing any such dollar reduction to a
                  particular Highly Compensated Employee.  The Tax-
                  Deferred Deposits of the Highly Compensated Employee
                  with the highest dollar amount of Tax-Deferred Deposits
                  shall then be reduced by the amount required to cause
                  that Highly Compensated Employee's Tax-Deferred
                  Deposits to equal the dollar amount of the Tax-Deferred
                  Deposits of the Highly Compensated Employee with the
                  next highest dollar amount of Tax-Deferred Deposits.
                  If the total amount of the reductions of Tax-Deferred
                  Deposits in the preceding sentence is less than the
                  Total Excess Contributions, the process in the
                  preceding sentence shall be repeated.  In no event
                  shall the reductions required under the preceding two
                  sentences exceed the Total Excess Contributions.  The
                  amount by which each Highly Compensated Employee's Tax-
                  Deferred Deposit is reduced, plus any income allocated
                  to such reduced Tax-Deferred Deposit and attributable
                  to the Plan Year to which such reduction relates, shall
                  be returned to that Participant no later than the end
                  of the Plan Year immediately following the Plan Year
                  for which the excess Tax-Deferred Deposits were made.

                  Except as otherwise provided below, the remainder of
                  this Subsection (a) of this Section shall apply to Plan
                  Years beginning both before and on or after January 1,
                  1997.  The amount of excess Tax-Deferred Deposits to be
                  refunded shall be reduced by any excess Tax-Deferred
                  Deposits previously refunded with respect to that Plan
                  Year.  The refund of excess Tax-Deferred Deposits shall
                  in all cases include the income allocable thereto.  The
                  income allocable to excess Tax-Deferred Deposits shall
                  include only income for the Plan Year for which the
                  excess Tax-Deferred Deposits were made.

                  Any Matching Contributions attributable to excess Tax-
                  Deferred Deposits shall be treated as a mistaken
                  contribution, shall be credited to and held in a
                  suspense account and shall be applied to reduce the
                  amount of Matching Contributions otherwise required of
                  the Employer for the next following Plan Year(s) until
                  exhausted.  The income attributable to excess Matching
                  Contributions shall include only income for the Plan
                  Year for which the Matching Contributions were made.

                  Tax-Deferred Deposits shall be taken into account in
                  determining an Employee's Actual Deferral Percentage
                  for a Plan Year only if they relate to Compensation

                                    -17-







                  that either would have been received by the Employee in
                  that Plan Year (but for his election to make Tax-
                  Deferred Deposits) or are attributable to services
                  performed by the Employee in that Plan Year and would
                  have been received by the Employee within two and one-
                  half (2 1/2) months after the close of that Plan Year
                  (but for his election to make Tax-Deferred Deposits).

                  Tax-Deferred Deposits shall be taken into account in
                  determining an Employee's Actual Deferral Percentage
                  for a Plan Year only if they are allocated to the
                  Employee as of a date within that Plan Year.  For this
                  purpose, Tax-Deferred Deposits shall be considered
                  allocated as of a date within a Plan Year only if the
                  allocation is not contingent on participation or
                  performance of services after that date and the Tax-
                  Deferred Deposits are actually paid to the Trust Fund
                  no later than twelve (12) months after the Plan Year to
                  which the Tax-Deferred Deposits relate.

                  To the extent permitted by the Code, the Committee
                  shall have the authority to apply this Section by
                  aggregating this Plan with any other tax-qualified
                  retirement plan sponsored and maintained by the
                  Employers and Subsidiaries.

                  For Plan Years beginning on or after January 1, 1997,
                  to the extent this Plan satisfies the minimum coverage
                  requirements of Section 410(b) of the Code separately
                  with respect to those Employees who are less than
                  twenty-one (21) years of age or who have less than one
                  (1) year of service, the Administrative Committee may
                  elect to apply this Section 4.5 by excluding from
                  consideration those Employees (other than Highly
                  Compensated Employees) who have not yet reached age
                  twenty-one (21) or who have less than one (1) year of
                  service by July 1 of the Plan Year in question.  Any
                  election by the Administrative Committee under the
                  preceding sentence shall be made in accordance with the
                  Code and any applicable rulings promulgated by the
                  Internal Revenue Service.

                  This section shall be applied separately with respect
                  to those Tax-Deferred Deposits which are treated as a
                  separate plan pursuant to the mandatory disaggregation
                  rules of the Internal Revenue Service.

        (b)  DEFINITIONS.

             (1)  ACTUAL DEFERRAL PERCENTAGE.  The Actual Deferral
                  Percentage for a specified group of Employees for a
                  Plan Year shall be the average of the ratios


                                    -18-







                  (calculated separately for each Employee in such group)
                  of--

                  (A)  the amount of the Tax-Deferred Deposits actually
                       paid over to the Trust on behalf of each such
                       Employee for such Plan Year, to

                  (B)  the Employee's Compensation for such Plan Year.

                  Such ratios and the Actual Deferral Percentage shall be
                  calculated to the nearest one-hundredth of 1 percent of
                  an Eligible Employee's Compensation.

             (2)  CURRENT YEAR ADP METHOD.  The term Current Year ADP
                  Method shall mean, with respect to a Plan Year, the
                  calculation of the Actual Deferral Percentage for all
                  Employees who are eligible to be Participants in that
                  Plan Year, other than Highly Compensated Employees,
                  based on the Tax-Deferred Deposits of and the
                  Compensation earned by each such Employee during the
                  Plan Year to which such calculation relates.

             (3)  PRIOR YEAR ADP METHOD.  The term Prior year ADP Method
                  shall mean, with respect to a Plan Year, the
                  calculation of the Actual Deferral Percentage for all
                  Prior Year's Non-Highly Compensated Employees, based on
                  the Tax-Deferred Deposits of and the Compensation
                  earned by each Prior Year's Non-Highly Compensated
                  Employees during the immediately preceding Plan Year.

        (c)  MISCELLANEOUS.  To the extent allowed by Treasury
             regulations, the Company may elect to calculate the Actual
             Deferral Percentages by taking into account Matching
             Contributions.

             If this Plan is combined with another plan which contains a
             cash or deferred arrangement within the meaning of Code
             section 401(k) for the purposes of Code section 401(a)(4) or
             410(b), the elective contributions under both plans shall be
             combined for the purposes of this subsection.

             If a Highly Compensated Employee is a participant in two or
             more plans maintained by an Employer and its Subsidiaries
             containing a cash or deferred arrangement within the meaning
             of Code section 401(k), for purposes of determining the
             deferral percentage with respect to such Employee, all such
             cash or deferred arrangements shall be treated as one cash
             or deferred arrangement.

        (d)  REDUCTIONS DURING PLAN YEAR.  If the Company determines
             prior to the end of a Plan Year that the limitation of
             subsection (a) might not be satisfied, the Company may
             reduce the future Tax-Deferred Deposits of the Highly

                                    -19-







             Compensated Employees (and the amount of the Pay reductions)
             in order to comply with these Code requirements.

        (e)  ADDITIONAL CONTRIBUTION.  If the Company determines that the
             limitation of subsection (a) has been or may be exceeded and
             to the extent permitted by regulations of the Internal
             Revenue Service, the Employer may make an additional
             contribution on behalf of Non-Highly Compensated Employees
             to satisfy the limitation of subsection (a).  Such
             contribution shall be fully and immediately nonforfeitable
             and may not be withdrawn pursuant to section 5.3 (relating
             to in-service withdrawals).

   4.6  SECTION 401(M) LIMIT ON TAXED DEPOSITS AND MATCHING EMPLOYER
        CONTRIBUTIONS.

        (a)  IN GENERAL.  For Plan Years beginning on or after January 1,
             1997 and unless the Administrative Committee properly elects
             at such time and in such manner as prescribed by the
             Secretary of the Treasury to apply the Current Year ACP
             Method (as defined in Subsection (b) of this Section)
             instead, if after making the adjustments required by Section
             4.5 the Actual Contribution Percentages for the group of
             Highly Compensated Employees in a Plan Year would be more
             than the greater of:

             (1)  the product of 1.25 and the preceding Plan Year's
                  Actual Contribution Percentage for the Prior Year's
                  Non-Highly Compensated Employees who are Eligible
                  Employees, or

             (2)  the lesser of-

                  (A)  the product of two and the preceding Plan Year's
                       Actual Contribution Percentage for the Prior
                       Year's Non-Highly Compensated Employees who are
                       Eligible Employees, or

                  (B)  the preceding Plan Year's Actual Contribution
                       Percentage for the Prior Year's Non-Highly
                       Compensated Employees who are Eligible Employees
                       plus two percentage points,

                  the Matching Contributions of the Highly Compensated
                  Employees shall be reduced to the extent necessary so
                  that the Actual Contribution Percentage for the group
                  of Highly Compensated Employees is not more than the
                  greater of Subsection (1) or (2) above.  If this Plan
                  is combined with another plan for the purposes of Code
                  section 410(b), both plans shall be combined for the
                  purposes of this subsection.



                                    -20-







                  This section shall be applied separately with respect
                  to Taxed Deposits and Matching Contributions which are
                  treated as a separate plan pursuant to the mandatory
                  disaggregation rules of the Internal Revenue Service.

        Reduction of excess Matching Contributions shall be accomplished
        first by determining the maximum average percentage for the group
        of Highly Compensated Employees permitted by Subsection (1) or
        (2) above and then reducing the Matching Contributions of the
        Highly Compensated Employees with the highest Actual Contribution
        Percentage so that their Actual Contribution Percentage is
        reduced by one-tenth of one percent (0.1%).  If after making the
        above reduction the limitations are still exceeded, the Actual
        Contribution Percentages of the Highly Compensated Employees
        shall be further reduced in one-tenth of one percent (0.1%)
        increments until the limitations are not exceeded.  If a lesser
        than one-tenth percent (0.1%) reduction would cause the
        limitations of this Section not to be exceeded, such lesser
        reduction shall be made.

        For Plan Years beginning on or after January 1, 1997, the amount
        of excess Matching Contributions to be corrected with respect to
        a Highly Compensated Employee shall be determined as follows.
        First, the Administrative Committee shall calculate the total
        dollar amount of the Matching Contributions of Highly Compensated
        Employees that would otherwise be reduced as the result of the
        reduction of Actual Contribution Percentages in accordance with
        this Section (the "Total Excess Aggregate Contributions") without
        attributing any such dollar reduction to a particular Highly
        Compensated Employee.  The Matching Contributions of the Highly
        Compensated Employee with the highest dollar amount of Matching
        Contributions shall then be reduced by the amount required to
        cause that Highly Compensated Employee's Matching Contributions
        to equal the dollar amount of the Matching Contributions of the
        Highly Compensated Employee with the next highest dollar amount
        of Matching Contributions.  If the total amount of the reductions
        of Matching Contributions in the preceding sentence is less than
        the Total Excess Aggregate Contributions, the process in the
        preceding sentence shall be repeated.  In no event shall the
        reductions required under the preceding two sentences exceed the
        Total Excess Aggregate Contributions.

        For Plan Years beginning both before and on or after January 1,
        1997, any Matching Contributions which may not be allocated to
        the Matching Contribution Account of a Participant because of
        limitations imposed by this Section plus any earnings (or, if
        applicable, less any losses) allocated to such amounts shall be
        credited to and held in a suspense account and shall be applied
        to reduce the amount of Matching Contributions otherwise required
        of the Company for the next following Plan Year(s) until
        exhausted.  The income attributable to excess Matching
        Contributions shall include only income for the Plan Year for
        which the Matching Contributions were made.

                                    -21-







        After application of Section 4.5 and Subsection (a) of this
        Section, if the average of the Actual Contribution Percentages
        for the group of Highly Compensated Employees who are eligible to
        participate in the Plan exceeds the limits prescribed by
        Subsection (1) above and the Actual Deferral Percentage for the
        group of Highly Compensated Employees who are eligible to
        participate in the Plan exceeds the limits prescribed by Section
        4.5(a)(1) then the following "Multiple Use Test" shall apply
        under which the sum of:

        (3)  the average of the Actual Contribution Percentages in such
             Plan Year for the group of Highly Compensated Employees who
             are eligible to participate in the Plan, and

        (4)  the Actual Deferral Percentage in such Plan Year for the
             group of Highly Compensated Employees who are eligible to
             participate in the Plan;

        shall not exceed the greater of:

        (5)  the sum of

             (A)  one hundred and twenty-five percent (125%) of the
                  greater of

                  (i)  the average of the Actual Contribution Percentages
                       for such Plan Year determined under the Current
                       Year ACP Method or for the immediately preceding
                       Plan Year determined under the Prior Year ACP
                       Method, whichever is being used for such Plan
                       Year, or

                  (ii) the Actual Deferral Percentage for such Plan Year
                       determined under the Current Year ADP Method or
                       for the immediately preceding Plan Year determined
                       under the Prior Year ADP Method, whichever is
                       being used for such Plan Year,

                  plus

             (B)  the sum of two percent (2%) and the lesser of:

                  (i)  the average of the Actual Contribution Percentages
                       for such Plan Year determined under the Current
                       Year ACP Method or for the immediately preceding
                       Plan Year determined under the Prior Year ACP
                       Method, whichever is being used for such Plan
                       Year, or

                  (ii) the Actual Deferral Percentage for such Plan Year
                       determined under the Current Year ADP Method or
                       for the immediately preceding Plan Year determined


                                    -22-







                       under the Prior Year ADP Method, whichever is
                       being used for such Plan Year,

                  PROVIDED, HOWEVER, that the amount determined under
                  this Subsection (5),(B) may not exceed two hundred
                  percent (200%) of the lesser of (i) or (ii) of this
                  Subsection (5),(B);

             or

        (6)  the sum of:

             (A)  one hundred and twenty-five percent (125%) of the
                  lesser of

                  (i)  the average of the Actual Contribution Percentages
                       for such Plan Year determined under the Current
                       Year ACP Method or for the immediately preceding
                       Plan Year determined under the Prior Year ACP
                       Method, whichever is being used for such Plan
                       Year, or

                  (ii) the Actual Deferral Percentage for such Plan Year
                       determined under the Current Year ADP Method or
                       for the immediately preceding Plan Year determined
                       under the Prior Year ADP Method, whichever is
                       being used for such Plan Year,

                  plus

             (B)  the sum of two percent (2%) and the greater of:

                  (i)  the average of the Actual Contribution Percentages
                       for such Plan Year determined under the Current
                       Year ACP Method or for the immediately preceding
                       Plan Year determined under the Prior Year ACP
                       Method, whichever is being used for such Plan
                       Year, or

                  (ii) the Actual Deferral Percentage for such Plan Year
                       determined under the Current Year ADP Method or
                       for the immediately preceding Plan Year determined
                       under the Prior Year ADP Method, whichever is
                       being used for such Plan Year,

                       PROVIDED, HOWEVER, that the amount determined
                       under this Subsection (6),(B) may not exceed two
                       hundred percent (200%) of the greater of(i) or
                       (ii) of this Subsection (6),(B).

        For Plan Years beginning on or after January 1, 1997, if there
        has been a corrective distribution of excess Tax-Deferred
        Deposits for a Plan Year, then, in applying the Multiple Use Test

                                    -23-







        for that Plan Year, the average Actual Deferral Percentage for
        the Highly Compensated Employees shall equal the maximum amount
        permitted under Section 4.5. For Plan Years beginning on or after
        January 1, 1997, if there has been a corrective distribution of
        excess Matching Contributions for a Plan Year, then, in applying
        the Multiple Use Test for that Plan Year, the average Actual
        Contribution Percentage for the Highly Compensated Employees
        shall equal the maximum amount permitted under Section 4.6(a) and
        (b).

        If the limits prescribed by the Multiple Use Test are exceeded,
        the Administrative Committee, in its sole discretion, may elect
        either to reduce the Matching Contributions or the Tax-Deferred
        Deposits of the Highly Compensated Employees, or a combination
        thereof, to the extent necessary so that the limits are not
        exceeded in the same manner as such Matching Contributions or
        Tax-Deferred Deposits are reduced under Section 4.5 or
        Subsections (a) and (b) of this Section.

        In calculating the Actual Contribution Percentage for a Plan
        Year, Matching Contributions shall be taken into account only if
        they are:

        (7)  allocated to the Employee's Account during that Plan Year,
             and

        (8)  paid into the Trust by the end of the twelfth (12th) month
             following the close of that Plan Year.

        For Plan Years beginning on or after January 1, 1997, to the
        extent this Plan satisfies the minimum coverage requirements of
        Section 410(b) of the Code separately with respect to those
        Employees who are less than twenty-one (21) years of age or who
        have less than one (1) year of service, the Administrative
        Committee may elect to apply this Section 4.6 by excluding from
        consideration those Employees (other than Highly Compensated
        Emplo
yees) who have not yet reached age twenty-one (21) or who
        have less than one (1) year of service by July 1 of the Plan Year
        in question.  Any election by the Administrative Committee under
        the preceding sentence shall be made in accordance with the Code
        and any applicable rulings promulgated by the Internal Revenue
        Service.

        (b)  DEFINITIONS.

             (1)  ACTUAL CONTRIBUTION PERCENTAGE.  The Actual
                  Contribution Percentage for a specified group of
                  Employees for a Plan Year shall be the average of the
                  ratios (calculated separately for each Employee in such
                  group) of--




                                    -24-







                  (A)  the Matching Employer Contributions and the Taxed
                       Deposits paid on behalf of each such Employee for
                       such Plan Year, to

                  (B)  the Employee's Compensation for such Plan Year.

             (2)  CURRENT YEAR ACP METHOD.  The term Current Year ACP
                  Method shall mean, with respect to a Plan Year, the
                  calculation of the average of the Matching Contribution
                  Percentages for all Employees who are eligible to be
                  Participants in that Plan Year, other than Highly
                  Compensated Employees, based on the Matching
                  Contributions made on behalf of and the Compensation
                  earned by each such Employee during the Plan Year to
                  which such calculation relates.

             (3)  PRIOR YEAR ACP METHOD.  The term Prior Year ACP Method
                  shall mean, with respect to a Plan Year, the
                  calculation of the average of the Matching Contribution
                  Percentages of the Prior Year's Non-Highly Compensated
                  Employees, based on the Matching Contributions made on
                  behalf of and the Compensation earned by each Prior
                  Year's Non-Highly Compensated Employee during the
                  immediately preceding Plan Year.

        (c)  MISCELLANEOUS.  To the extent permitted by Treasury
             regulations, the Company may elect to take into account Tax-
             Deferred Deposits in calculating the Actual Contribution
             Percentage.

             If a Highly Compensated Employee is a participant in two or
             more plans containing a cash or deferred arrangement within
             the meaning of Code section 401(k), for purposes of
             determining the deferral percentage with respect to such
             Employee, all cash or deferred arrangements shall be treated
             as one cash or deferred arrangement.

        (d)  REDUCTION OF CONTRIBUTIONS DURING PLAN YEAR.  Subject to
             Treasury regulations, if the Company determines prior to the
             end of a Plan Year that the limitation of subsection (a)
             might not be satisfied, the Company may reduce the Matching
             Contributions and Taxed Deposits ("Excess Aggregate
             Contributions") of the Highly Compensated Employees in
             accordance with rules similar to those described in section
             4.5(d).

        (e)  ALTERNATIVE METHODS OF CORRECTION.  If the limitation of
             subsection (a) has been or may be exceeded, the Company may
             elect to recompute the Actual Contribution Percentage by
             taking into account Tax-Deferred Deposits to the extent
             permitted by regulations.  If the Company determines that
             the limitation of subsection (a) has been or may be
             exceeded, to the extent permitted by regulations of the

                                    -25-







             Internal Revenue Service, the Employer may make an
             additional contribution on behalf of Non-Highly Compensated
             Employees to satisfy the limitation of subsection (a).  Such
             contribution shall be credited to the Tax-Deferred Deposits
             Account.

        4.7  LIMITATIONS ON ANNUAL ACCOUNT ADDITIONS.

        (a)  ANNUAL ACCOUNT ADDITION.  "Annual Account Addition" means,
             for any Active Participant for any Limitation Year, the sum
             of--

             (1)  the Employer's contribution made for him under any
                  defined contribution plan,

             (2)  the Employee's contributions (before-tax and after-tax)
                  under any defined contribution plan, and

             (3)  forfeitures allocated to him under any defined
                  contribution plan for the Limitation Year.

             "Any defined contribution plan" means all defined
             contribution benefit plans of the Employer considered as one
             plan.  "Limitation Year" means the calendar year.  For
             purposes of this section 4.7, "Compensation" means wages,
             salaries, elective deferrals under Code section 401(k) for
             Plan Years beginning after December 31, 1997 and other
             amounts received for personal services actually rendered in
             the course of employment with the Employer including but not
             limited to commissions paid salesmen, compensation based on
             percentage of profits, tips and bonuses, but excluding
             elective deferrals under Code section 401(k) for Plan Years
             beginning before January 1, 1998.

        (b)  LIMITATION.  Notwithstanding the foregoing provisions of
             this Article IV, for any Limitation Year the Annual Account
             Addition of an Active Participant shall not exceed the
             lesser of-

             (1)  $30,000 (adjusted for cost-of-living increases pursuant
                  to Treasury regulations effective January 1 of a
                  calendar year and applicable to the' Limitation Years
                  ending within the calendar year), and

             (2)  25 percent of the Active Participant's Compensation for
                  such Limitation Year.

        (c)  ADDITIONAL LIMITATION.  If in any Limitation Year before
             January 1, 2000 an Active Participant is a participant in
             both a defined contribution plan and a defined benefit plan
             of the Employer or a nonparticipating Subsidiary, the sum of
             his defined contribution plan fraction and his defined


                                    -26-







             benefit plan fraction for the Limitation Year shall not
             exceed 1.0.

             (1)  For this purpose:  "Defined Contribution Plan Fraction"
                  for the Limitation Year is a fraction, the numerator of
                  which is the sum of the Annual Account Additions
                  (defined in subsection (a)) to the Active Participant's
                  account as of the close of the Limitation Year and the
                  denominator of which is the sum of the lesser of the
                  following amounts determined for such year and for each
                  prior year of service with the Employer or Subsidiary:

                  (A)  the product of 1.25, multiplied by the dollar
                       limitation in effect under subsection (b)(1) of
                       this section 4.7 for such year (determined without
                       regard to Code section 415(c)(6)), or

                  (B)  the product of 1.4, multiplied by the amount which
                       may be taken into account under subsection (b)(2)
                       with respect to such Participant for such
                       Limitation Year.

        (2)  "Defined Benefit Plan Fraction":  for any Limitation Year is
             a fraction--

             (A)  the numerator of which is the projected annual benefit
                  of the Active Participant under the defined benefit
                  plan of the employer or nonparticipating Subsidiary
                  determined as of the close of the Limitation Year, and

             (B)  the denominator of which is the lesser of the product
                  of 1.25, multiplied by the dollar limitation in effect
                  under Code section 415(b)(1)(A) for such year, or, the
                  product of 1.4, multiplied by the amount which may be
                  taken into account under Code section 415(b)(1)(B) with
                  respect to such Participant under such plan for such
                  Limitation Year.  If a Participant's accrued benefit as
                  of October 31, 1987, under the defined benefit plan
                  exceeds the above limit, then the limitation shall
                  equal such accrued benefit as of October 31, 1987.

        For purposes of calculating the foregoing fractions, all defined
        benefit plans of the Employer are to be treated as one defined
        benefit plan and all defined contribution plans of the Employer
        are to be treated as one defined contribution plan.

        At the election of the Administrative Committee, in determining
        the denominator of the defined contribution plan fraction with
        respect to any Limitation Year ending after December 31, 1982,
        the amount taken into account with respect to each participation
        for all years ending before January 1, 1983, shall be an amount
        equal to the product of--


                                    -27-







        (i)  the amount determined under Code section 415(e)(3)(B) (as in
             effect for the Limitation Year ending in 1982) for the year
             ending in 1982, multiplied by

        (ii) the transition fraction.  The term "transition fraction"
             means a fraction-

             (I)  the numerator of which is the lesser of $51,875 or 1.4,
                  multiplied by 25 percent of the compensation of the
                  Participant for the Limitation Year ending in 1981, and

             (II) the denominator of which is the lesser of $41,500 or 25
                  percent of the compensation of the Participant for the
                  Limitation Year ending in 1981.

        (d)  REDUCTION IN ANNUAL ACCOUNT ADDITIONS.  If in any Limitation
             Year a Participant's Annual Account Additions exceed the
             applicable limitation determined under subsection (b) above
             as a result of the allocation of forfeitures, a reasonable
             error in estimating a Participant's annual compensation, a
             reasonable error in determining the amount of Tax Deferred
             Deposits that may be made under this section, or as allowed
             by the Commissioner of the Internal Revenue Service, such
             excess (the "Annual Account Excess") shall not be allocated
             to his accounts in any defined contribution plan, but any
             reduction necessary shall be made as follows:

             (1)  His Optional Taxed Deposits up to the amount of the
                  Annual Account Excess plus gains thereon shall be
                  returned to him.

             (2)  If there is any remaining Annual Account Excess after
                  the application of paragraph (1) above, his share of
                  Matching Employer Contributions shall be reduced up to
                  the remaining amount of the Annual Account Excess.

             (3)  If there is any remaining Annual Account Excess after
                  the application of paragraphs (1) and (2) above, his
                  Tax-Deferred Deposits shall be returned to him up to
                  the remaining amount of the Annual Account Excess plus
                  gains thereon.

             The above reductions shall be applied to this Plan first and
             next to any other plan constituting a defined contribution
             plan of the Employer.

             Any reduction in such Participant's allocation under
             paragraph (2) above shall be deemed to be a forfeiture under
             the Plan for the Plan Year in which it occurs and shall be
             reallocated with gains thereon as determined by the
             Administrative Committee for forfeitures for that Plan Year.



                                    -28-







        (e)  If in any Limitation Year a Participant's Annual Account
             Additions exceed the limitation determined under subsection
             (c) above, benefits from an Employee's defined benefit plan
             shall first be reduced prior to reduction of a benefit plan
             under this or any other defined contribution plan of the
             Employer.  Such reduction shall be equal to the amount of
             the Annual Account Excess.

        4.8  FULL VESTING.  A Participant shall be 100 percent vested in
   the entire amount of all his Accounts.

        4.9  EFFECT OF MISTAKE.  In the event of a mistake or
   misstatement as to the age or eligibility or Pay or Hours of Service
   or participation of a Member, or the allocations made to the account
   of any Member, or the amount of distributions made or to be made to a
   Member or other person, the Administrative Committee shall, to the
   extent it deems possible, cause to be allocated from future Matching
   Contributions, or cause to be withheld or accelerated, or otherwise
   make adjustment of, such amounts as will in its judgment accord to
   such Member or other person, the credits to the account or
   distributions to which he is properly entitled under the Plan.

        4.10 REHIRE AFTER MILITARY SERVICE.  The provisions relating to
   qualified retirement plans which are set forth in the Uniformed
   Services Employment and Reemployment Rights Act of 1994 ("USERRA") are
   hereby incorporated into, and made a part of, this Plan by reference.
   The Administrative Committee shall apply the provisions of the USERRA
   with respect to any Participant who is reemployed after completing
   covered military service in a manner consistent with the USERRA and
   all other applicable law and regulations.

                  ARTICLE V. DISTRIBUTIONS AND WITHDRAWALS

        5.1  DISTRIBUTIONS UPON TERMINATION OF EMPLOYMENT OR AT AGE 70
             1/2.

        (a)  IN GENERAL.  Except as otherwise provided in this section, a
             Participant who terminates employment with all Employers and
             the Subsidiaries prior to his death shall receive the value
             credited to his Account in a lump sum amount as provided in
             subsection (d).

             For the purposes of this Plan, a transfer of the employment
             relationship on account of a sale or other disposition of an
             Employer or a Subsidiary shall be considered to be a
             termination of employment if the affected Participant ceases
             to be employed by an Employer or an entity which is in the
             same controlled group of corporations or trades and
             businesses under Code Section 414(b) or (c), except where
             expressly stated in this Plan.




                                    -29-







        (b)  COMMENCEMENT OF BENEFIT PAYMENTS.

             (1)  IN GENERAL.  Except as provided in paragraph (2), if a
                  Participant terminates employment before attaining his
                  Required Beginning Date, his lump sum payment shall be
                  made as of his Required Beginning Date, unless an
                  earlier date is elected pursuant to paragraph (3).

             (2)  SMALL AMOUNTS.  If the value of a Participant's Account
                  is $3,500 (or, effective January 1, 1998, $5,000) or
                  less, it shall be paid as soon as administratively
                  practicable following his termination of employment
                  whether or not he consents to the distribution.

             (3)  CONSENT TO DISTRIBUTION BEFORE AGE 70 1/2.  If the
                  value of a Participant's Account exceeds $3,500 (or,
                  effective January 1, 1998, $5,000), no distribution
                  shall be made to the Participant before he attains his
                  Required Beginning Date unless he consents in writing
                  to the distribution.  If a Participant does not consent
                  to a distribution, it shall be deemed to be an
                  irrevocable election to receive a cash lump sum
                  distribution as of his Required Beginning Date with the
                  value of the distribution determined as of the
                  Valuation Date for the preceding calendar quarter.

        (c)  REQUIRED BEGINNING DATE.  Notwithstanding the foregoing, a
             Participant shall commence benefit payments not later than
             his Required Beginning Date.  The Required Beginning Date
             shall mean the April 1 of the calendar year following the
             calendar year in which the Participant attains age 70 1/2
             or, effective on and after January 1, 1999 for Participants
             who are not a Five-Percent Owner and who reach age 70 1/2 on
             or after January 1, 1999, the Required Beginning Date shall
             be no earlier than the April 1 of the calendar year
             following the calendar year during which the Member has a
             Termination of Service.

        (d)  METHOD OF PAYMENT.  Amounts payable under this section shall
             be paid in a lump sum amount equal to the value credited to
             the Participant's Account as of the most recent Valuation
             Date preceding the distribution date for which the amount of
             the distribution could be determined.  The value credited to
             the Arvin Stock Fund shall be distributed in (A) cash or (B)
             by the distribution of the number of whole shares of Company
             stock and uninvested cash allocated to the Account as of the
             Valuation Date, as the Participant may elect, but not a
             combination of (A) and (B).  Cash shall be distributed in
             lieu of fractional shares of stock.





                                    -30-







        5.2  DISTRIBUTION UPON DEATH.

             (a)  If a Participant dies before distribution from his
                  Account has occurred, his Beneficiary shall receive a
                  lump sum distribution of the entire value credited to
                  his Account as of the most recent Valuation Date
                  preceding the distribution date for which the amount of
                  the distribution could be determined.  The value
                  credited to the Arvin Stock Fund may be distributed in
                  (1) cash, or (2) whole shares of Company stock and
                  uninvested cash, as the Beneficiary elects, but not a
                  combination of (1) and (2).  The date of payment shall
                  be subject to section 5.4 below.

             (b)  BENEFICIARY DESIGNATION.  A Member's spouse shall be
                  his designated Beneficiary unless otherwise elected as
                  set forth below.  Each Member may designate, upon such
                  forms as shall be provided for that purpose by the
                  Administrative Committee, a Beneficiary (or
                  Beneficiaries) to receive his interest in the Plan in
                  the event of his death, but the designation of a
                  Beneficiary other than a Member's spouse shall not be
                  effective for any purpose unless and until it has been
                  filed by the Member with the Committee and has been
                  signed by the Member's spouse with an acknowledgment of
                  the effect of such consent and witnessed by a Plan
                  representative or notary public.  A Member may, from
                  time to time, on a form provided by and filed with the
                  Administrative Committee, change the Beneficiary in the
                  manner stated.

                  In the event that a Member shall not designate a
                  Beneficiary in the manner heretofore stated, or if for
                  any reason such designation shall be legally
                  ineffective, or if such Beneficiary predeceases the
                  Member or dies simultaneously with him, then, for the
                  purposes of the Plan, distribution shall be made by the
                  Trustee as directed by the Administrative Committee to
                  such Beneficiary or Beneficiaries from among the
                  natural objects of the Member's bounty, his dependents
                  or his estate as the Administrative Committee in its
                  sole discretion shall select.

        5.3  IN-SERVICE WITHDRAWALS.

             (a)  IN GENERAL.  Prior to Termination of Service from all
                  Employers and Subsidiaries, no distribution shall be
                  made from the Matching Contributions Account.  Prior to
                  Termination of Service from all Employers and
                  Subsidiaries, no distribution shall be made from any
                  other Account except as provided in this section.  The
                  total number of all withdrawals that may be made
                  pursuant to this section in a Plan Year shall not

                                    -31-







                  exceed two.  A withdrawal from an Account which is
                  invested in two or more Funds shall be considered to
                  have been drawn from each Fund in proportion to the
                  amount under such Account that is invested in each such
                  Fund.

                  No Matching Contribution shall be made on behalf of a
                  Participant for the calendar quarter in which he makes
                  a withdrawal pursuant to this section.

                  For the purposes of this section, the Administrative
                  Committee may establish subaccounts within any such
                  Account as it deems advisable for accounting, tax, or
                  other purposes.

        (b)  NONHARDSHIP DISTRIBUTIONS.  Amounts may be withdrawn from
             first, the Taxed Deposits Account and second, the Rollover
             Deposits Account at any time subject to the rules of the
             Administrative Committee.

        (c)  HARDSHIP WITHDRAWALS.

             (1)  IN GENERAL.  Prior to a Termination of Service with all
                  Employers and Subsidiaries, a Member may make a
                  withdrawal from his Tax-Deferred Deposits Account if
                  the distribution is on account of a financial need
                  constituting a hardship (as described in paragraph (2))
                  and the distribution is necessary to satisfy the need
                  (as determined under paragraph (3)).  The withdrawal
                  may be made from the following Accounts and shall be
                  made in the order specified: the Taxed Deposits
                  Account, the Rollover Deposits Account, and the Tax-
                  Deferred Deposits Account.

                  In no event shall a hardship distribution from the Tax-
                  Deferred Deposits Account exceed the total Tax-Deferred
                  Deposits made on behalf of the Member (reduced by prior
                  distributions) or, if less, the value of the Tax-
                  Deferred Deposits Account.


             (2)  FINANCIAL HARDSHIP.  A financial hardship shall be
                  deemed to exist as a result of the following financial
                  obligations:

                  (A)  medical expenses described in Code section 213(d)
                       incurred by the Member, the Participant's spouse,
                       or any dependents of the Participant (as defined
                       in Code section 152),

                  (B)  the purchase (excluding mortgage payments) of a
                       principal residence for the Member,


                                    -32-







                  (C)  payment of tuition and related fees for the next
                       12 months of post-secondary education for the
                       Member, his spouse, children, or dependents, or

                  (D)  the need to prevent the eviction of the Member
                       from his principal residence or foreclosure on the
                       mortgage of the Member's principal residence.

             (3)  NECESSITY FOR DISTRIBUTION.  A distribution shall be
                  deemed necessary to satisfy a financial need described
                  in paragraph (2) if the Member represents to the
                  Company that the need cannot be relieved--

                  (A)  through reimbursement or compensation by insurance
                       or otherwise,

                  (B)  by reasonable liquidation of the Member's assets
                       to the extent that such liquidation would not
                       itself cause an immediate and heavy financial
                       need,

                  (C)  by cessation of voluntary contributions under the
                       Plan, or

                  (D)  by other distributions or nontaxable loans from
                       plans or by borrowing from commercial sources on
                       reasonable commercial terms.

             A Member's resources shall be deemed to include those assets
             of his spouse and minor children that are reasonably
             available to the Member.

        (d)  AGE 59 1/2 WITHDRAWAL.  Upon attainment of age 59 1/2, a
             Participant may withdraw amounts from first, the Taxed
             Deposits Account, second, the Rollover Deposits Account, and
             third, the Tax-Deferred Deposits Account at any time subject
             to the rules of the Administrative Committee.

        5.4  TIME FOR DISTRIBUTION.  Notwithstanding any other provisions
   of this Plan, unless a Member who is entitled to receive any benefit
   hereunder otherwise elects, payment of this benefit will begin not
   later than the sixtieth day after the close of the Plan Year in which
   falls the last to occur of the following dates:

        (a)  the date on which the Member attains age 65;

        (b)  the tenth anniversary of the year in which the Member first
             became a Member of the Plan; or

        (c)  the date on which the Member ceased to be employed by the
             Employer and its Subsidiaries.



                                    -33-







        5.5  WITHHOLDING ON DISTRIBUTIONS.  There shall be withheld from
   each distribution under this Plan such amount (if any) as is required
   to be withheld pursuant to the provisions of the Code and regulations
   issued thereunder.  The Administrative Committee shall establish the
   procedures and forms necessary to carry out the provisions of this
   section 5.5.

        5.6  ELIGIBLE ROLLOVER DISTRIBUTIONS; DIRECT ROLLOVER.  This
   Section applies to distributions made on or after January 1, 1993.
   Notwithstanding any provision of the Plan to the contrary that would
   otherwise limit a distributee's election under this Section, a
   distributee may elect, at the time and in the manner prescribed by the
   Administrative Committee, to have any portion of an eligible rollover
   distribution paid directly to an eligible retirement plan specified by
   the distributee in a direct rollover.  For purposes of this Section,
   the following terms shall have the meanings set forth below:

        (a)  ELIGIBLE ROLLOVER DISTRIBUTION: An eligible rollover
             distribution is any distribution of all or any portion of
             the balance to the credit of the distributee, except that an
             eligible rollover distribution does not include: (1) any
             distribution that is one of a series of substantially equal
             periodic payments (not less frequently than annually) made
             for the life (or life expectancy) of the distributee or the
             joint lives (or joint life expectancies) of the distributee
             and the distributee's designated beneficiary, or for a
             specified period often (10) years or more; (2) any
             distribution to the extent such distribution is required
             under section 401(a)(9) of the Code; (3) effective on and
             after January 1, 1999, a withdrawal made in accordance with
             Section 5.3(c) to a Member who has not reached age 59 1/2;
             and (4) the portion of any distribution that is not
             includible in gross income.

        (b)  ELIGIBLE RETIREMENT PLAN: An eligible retirement plan is an
             individual retirement account described in section 408(a) of
             the Code, an individual retirement annuity described in
             section 408(b) of the Code, an annuity plan described in
             Section 403(a) of the Code, or a qualified trust described
             in Section 401(a) of the Code, that accepts the
             distributee's eligible rollover distribution.  However, in
             the case of an eligible rollover distribution to the
             surviving spouse, an eligible retirement plan is an
             individual retirement account or individual retirement
             annuity.

        (c)  DISTRIBUTEE: A distributee includes an employee or former
             employee.  In addition, the employee's or former employee's
             surviving spouse and the employee's or former employee's
             spouse or former spouse who is an alternate payee under a
             qualified domestic relations order, as defined in section
             414(p) of the Code, are distributees with regard to the
             interest of the spouse or former spouse.

                                    -34-







        (d)  DIRECT ROLLOVER: A direct rollover is a payment by the plan
             to the eligible retirement plan specified by the
             distributee.

        (e)  WITHHOLDING.  In the case of an eligible rollover
             distribution which is not directly transferred to an
             eligible retirement plan pursuant to subsection (a), the
             Plan shall reduce the amount of the distribution by the
             amount of the tax required to be withheld by law and
             regulations.

        5.7  NONALIENATION.  No interest herein or benefit payable
   hereunder shall be subject in any way to alienation, sale, transfer,
   assignment, pledge, attachment, garnishment, execution, or encumbrance
   of any kind, except for qualified domestic relations orders in
   accordance with the Retirement Equity Act of 1984.

        5.8  INCOMPETENCY.  Every person receiving or claiming benefits
   under the Plan shall be conclusively presumed to be mentally competent
   until the date on which the Administrative Committee receives a
   written notice, in a form and manner acceptable to the Administrative
   Committee that such person is incompetent and that a guardian,
   conservator, or other person legally vested with the care of his
   estate has been appointed for him; provided, however, that if the
   Administrative Committee shall find that any person to whom a benefit
   is payable under the Plan is unable to care for his affairs because of
   incompetency, any payment due (unless a prior claim therefor shall
   have been made by a duly appointed legal representative) may be paid
   to the spouse, a child, a parent, a brother or sister, or said person,
   or to any person or institution deemed by the Administrative Committee
   to have incurred expenses for such person otherwise entitled to
   payment.  In the event a guardian or conservator of the estate of any
   person receiving or claiming benefits under the Plan shall be
   appointed by a court of competent jurisdiction, payments shall be made
   to such guardian or conservator provided that proper proof of
   appointment and continuing qualification is furnished in a form and
   manner acceptable to the Administrative Committee.  Any payment made
   in accordance with this section 5.8 shall be a complete discharge of
   any liability therefore under the Plan.

                    ARTICLE VI. INVESTMENTS AND ACCOUNTS

        6.1  FUNDS AND ACCOUNTS.

             (a)  ACCOUNTS.

             (1)  IN GENERAL. The Accounts and records of the Plan shall
                  be maintained by the Administrative Committee and shall
                  accurately disclose the status of the Accounts of each
                  Member or his Beneficiary in the Plan. Each Member will
                  be advised from time to time, at least once each Plan
                  Year, as to the status of his Accounts.


                                    -35-







             (2)  TYPES OF ACCOUNTS.  The following Accounts shall be
                  established with respect to each Participant:

                  (A)  the Taxed Deposits Account which shall be credited
                       with a Participant's Taxed Deposits under sections
                       4.1 (relating to Regular Deposits) and 4.2
                       (relating to Optional Deposits);

                  (B)  the Taxed-Deferred Deposits Account which shall be
                       credited with Tax-Deferred Deposits under sections
                       4.1 and 4.2;

                  (C)  the Matching Contributions Account which shall be
                       credited with Matching Contributions under section
                       4.3; and

                  (D)  the Rollover Deposits Account which shall be
                       credited with Rollover Deposits pursuant to
                       section 4.2(c).

                  The Administrative Committee may establish such
                  additional Accounts or subaccounts as it may consider
                  necessary or advisable.

                  Each Account shall be adjusted pursuant to section 6.2
                  (relating to adjustment to reflect net worth of the
                  Trust Fund).

        (b)  FUNDS.  The Trust Fund shall be divided into two parts,
             designated "Fund A" and "Fund B."  Fund A shall consist of
             three separate investment Funds consisting of the Equity
             Index Fund, Balanced Fund, and the Fixed Interest Fund, and
             such other funds as the Administrative Committee may decide
             to offer in addition to or in lieu of the foregoing.  Fund B
             shall be invested as set forth in the Trust.  Each Member's
             undivided proportionate interest in each Fund shall be
             measured by the proportion that his Account or Accounts in
             such Funds bears to the total Accounts of all Members in
             that Fund as of the date that such interest is being
             determined.

        (c)  INVESTMENT OF CONTRIBUTIONS AND ACCOUNTS.  Except as
             provided in subsection (d)(2), all amounts credited to the
             Matching Contributions Account shall be invested in Fund B.

             Except as provided above, a Participant may elect to invest
             contributions, other than Matching Contributions, in
             increments of 5 percent in any one or all of the Funds,
             except Fund B, such that the total equals 100 percent.
             Effective on and after July 1, 1997 and in accordance with
             procedures established by the Administrative Committee,
             Participants shall be permitted to invest their
             contributions in Fund B; PROVIDED, HOWEVER, that the

                                    -36-







             Administrative Committee shall maintain a separate
             accounting of a Participant's Fund B investments
             attributable to his contributions because these investments
             may be transferred to Fund A.  The amounts credited to a
             Participant's Account required to be invested in Fund B (the
             amounts credited to the Matching Contributions Account) is
             hereinafter referred to as Designated Fund B Investments.
             Designated Fund B Investments may not be transferred out of
             Fund B except as permitted by Section 6.1(d)(2). Each type
             of contribution shall be invested in the same proportions.
             The Participant's election or any change in a prior election
             shall be filed with the Administrative Committee in the
             manner prescribed by the Administrative Committee and shall
             be effective on the first day of the next payroll period if
             timely filed pursuant to the rules of the Administrative
             Committee.

        (d)  TRANSFERS BETWEEN FUNDS.

             (1)  IN GENERAL.  Effective as of any business day, a Member
                  may elect to transfer amounts from one Fund (other than
                  the Participant's Designated Fund B Investments) to
                  another Fund by notifying the Administrative Committee
                  in the manner and within the time prescribed by the
                  Administrative Committee.  The amount to be transferred
                  shall be specified as a multiple of 5 percent of the
                  amount credited to the Fund or specified in dollar
                  amounts.  The transferred amount shall be applicable to
                  each of the Member's Accounts which are invested in the
                  specified Fund in proportion to the value of each
                  Account invested in the Fund.

             (2)  TRANSFERS AFTER AGE 60.  Effective as of the first
                  business day of any calendar quarter which begins after
                  a Participant has attained age 60, the Participant may
                  elect to transfer amounts credited to Fund B as
                  Designated Fund B Investments to another Fund by
                  notifying the Administrative Committee in the manner
                  and within the time prescribed by the Administrative
                  Committee.  The amount which may be transferred from
                  Fund B shall be limited to the following percentage of
                  his Designated Fund B Investments:

                            1st Year                 20 percent
                            2nd Year                 25 percent
                            3rd Year                 33 1/3 percent
                            4th Year                 50 percent
                            5th Year                 Balance Transferred

             An election made under this paragraph shall remain in force
             until the Participant notifies the Administrative Committee
             to cease the transfer.  After a Participant has so notified


                                    -37-







             the Administrative Committee, a new election may not be
             made.

             The Administrative Committee may adopt rules limiting
             withdrawals by a Member who is an officer, director, or 10
             percent shareholder of the Company within the meaning of
             section 16 of the Securities Exchange Act of 1934 as it may
             deem advisable to exempt transactions in Company stock from
             the provisions of section 16(b) of such Act.

        6.2  ADJUSTMENTS TO REFLECT NET WORTH OF THE TRUST FUND.  As of
   each Valuation Date, the Administrative Committee shall adjust all
   Accounts to reflect contributions, withdrawals, distributions, and
   payouts which are to be credited or debited as of that date, and shall
   adjust the net credit balances in the Account so that the net credit
   balances in the Accounts will equal the net worth of the applicable
   Funds as of that date, using fair market values as determined by the
   Trustee and reported to the Administrative Committee.

   All determinations made by the Trustee with respect to fair market
   values and net worth shall be made in accordance with generally
   accepted principles of trust accounting, and such determinations when
   so made by the Trustee and any determinations by the Administrative
   Committee based thereon, shall be conclusive and binding upon all
   persons having an interest under the Plan.

        6.3  VOTING AND TENDER OFFER DECISIONS.  Each Member (or, in the
   event of the Member's death, the Member's Beneficiary) shall have the
   right to direct the Trustee as to the manner in which shares of Arvin
   stock allocated to such Member's Account are to be voted on each
   matter brought before an annual or special stockholders' meeting of
   the Company.  Before each such meeting of stockholders, the Trustee
   shall cause to be furnished to each Member (or Beneficiary) a copy of
   the proxy solicitation material, together with a form requesting
   confidential directions on how such shares of Arvin stock allocated to
   such Member's Account shall be voted on each such matter.  Upon timely
   receipt of such directions, the Trustee shall on each such matter vote
   as directed the number of shares (including fractional shares) of
   Arvin stock allocated to such Member's Equity Account.  The
   instructions received by the Trustee from Members shall be held by the
   Trustee in strict confidence and shall not be divulged or released to
   any person, including officers or employees of the Company.  All Arvin
   stock credited to Member Accounts as to which the Trustee does not
   receive voting instructions as specified above, and all unallocated
   Arvin stock held by the Trustee, shall be voted by the Trustee
   proportionately in the same manner as it votes Arvin stock to which
   the Trustee has received voting instructions as specified above.  Each
   Member (or, in the event of the Member's death, the Member's
   Beneficiary) shall have the right, to the extent of the number of
   shares of Arvin stock allocated to such Member's Account, to direct
   the Trustee in writing as to the manner in which to respond to a
   tender or exchange offer with respect to shares of Arvin stock.  The
   Trustee shall use its best efforts to timely distribute or cause to be

                                    -38-







   distributed to each Member (or Beneficiary) such information as will
   be distributed to stockholders of the Company in connection with any
   such tender or exchange offer.  Upon timely receipt of such
   instructions, the Trustee shall respond as instructed with respect to
   shares of Arvin stock allocated to such Member's Account.  If the
   Trustee shall not receive timely instruction from a Member (or
   Beneficiary) as to the manner in which to respond to such a tender or
   exchange offer, with respect to allocated shares of Arvin stock with
   respect to which such Member has the right of direction.  As to all
   unallocated Arvin stock held by the Trustee, the Trustee shall enter
   the same proportion thereof as the Arvin stock as to which the Trustee
   has received instructions from Members to tender bears to all Arvin
   stock allocated to Member Accounts.  The instructions received by the
   Trustee from Members shall be held by the Trustee in strict confidence
   and shall not be divulged or released to any person, including
   officers or employees of the Company.  All voting and tender rights on
   shares of Arvin stock held by the Trustee shall be exercised by the
   Trustee only as directed by the Members (or their Beneficiaries)
   acting in their capacity as named fiduciaries (within the meaning of
   ERISA section 402) with respect to both allocated and unallocated
   shares in accordance with the provisions of this section.

                    ARTICLE VII. ADMINISTRATION AND TRUST

        7.1  APPOINTMENT, RESIGNATION, AND REPLACEMENT.  The
   Administrative Committee shall be composed of not less than three
   persons appointed by the Chief Executive Officer of the Company and
   serving until death, resignation, or replacement by the President.
   The responsibility of the Chief Executive Officer of the Company shall
   be limited to the appointment of the Administrative Committee.

        7.2  NOTICE TO THE TRUSTEE.  Promptly after appointment of a
   member of the Administrative Committee and after each change in
   membership, the Committee shall give written notice to the Trustee of
   the name of such member.  The Trustee shall not be deemed to be on
   notice of any change in membership of the Administrative Committee
   unless so notified.

        7.3  RESPONSIBILITIES AND RIGHTS.

        (a)  IN GENERAL.  The Administrative Committee shall have all
             rights necessary to carry out the responsibilities conferred
             upon it in Article VII or expressly conferred upon it by the
             Trust Agreement.

             The Administrative Committee shall have no responsibilities
             or rights with respect to the management or control of the
             Trust Fund and no responsibilities under the Plan or Trust
             Agreement except as provided in this Article VII or
             expressly provided in the Trust Agreement.

        (b)  The Administrative Committee shall have the following
             responsibilities under the

                                    -39-







             Plan:

             (1)  administration of the Plan in accordance with the terms
                  of the Plan;

             (2)  interpretation of the Plan, including the determination
                  of eligibility for benefits and the status and rights
                  of Employees, Participants, Inactive Participants,
                  Former Participants, and others under the Plan and the
                  deciding of all disputes arising under the Plan;

             (3)  direction of the Trustee concerning all payments which
                  should be made out of the Trust Fund pursuant to the
                  provisions of the Plan Agreement; and

             (4)  amendment of the Plan and Trust Agreement pursuant to
                  section 8.1.

        (c)  TRUST FUND.  The Administrative Committee shall have the
             following authority, responsibility, and control over the
             management and operation of the Trust Fund:

             (1)  removal of the Trustee and the appointment of successor
                  Trustees;

             (2)  appointment of co-Trustees and investment managers (as
                  defined in ERISA section 3(38)) and allocation of
                  responsibilities between or among such persons;

             (3)  analyze projected long- and short-term funding
                  requirements of the Plan, obtaining advice of
                  independent experts as may be deemed advisable and
                  giving due regard to anticipated contributions by the
                  Employer, benefit provisions, payments and liabilities,
                  and appropriate investment and actuarial assumptions,
                  and on the basis of the foregoing establish and revise
                  funding policies for the Trust;

             (4)  transfer contributions to the Trust to provide for
                  funding of the Plan, and allocate such contributions as
                  well as other funds and property held in the Trust
                  among Investment Managers and the Trustee selected by
                  the Administrative Committee;

             (5)  communicate to the Trustee and the Investment Managers
                  their respective investment objectives; and

             (6)  regularly review the accounts submitted by the Trustee
                  and such Investment Managers, when appropriate enter
                  objections with respect thereto, monitor their
                  investment performance and compliance with the terms of
                  their respective appointments.


                                    -40-







        7.4  RULES OF PROCEDURE.  The Administrative Committee shall
   adopt such rules of procedure for the conduct of its affairs as it
   deems appropriate.  Any action taken by the Administrative Committee
   may be communicated to the Trustee, investment manager, or other
   person under the signature of any two members of the Committee and any
   document approved or adopted by the Administrative Committee may be
   executed on behalf of the Employer by any two members of the
   Administrative Committee.

        7.5  STATUS.  Arvin Industries, Inc. shall be the administrator
   of the Plan and named fiduciary under the Plan.  Arvin Industries,
   Inc. shall exercise all rights and duties under the Plan and Trust
   Agreement through the Administrative Committee, which shall also be a
   named fiduciary, and which may designate one or more other persons to
   aid it in carrying out its responsibilities under the Plan and Trust
   Agreement.  The Trustee shall be a named fiduciary under the Trust
   Agreement.

        7.6  APPOINTMENT OF ADVISORS.  The Administrative Committee may
   appoint such advisors, agents, and representatives as it shall deem
   desirable who may but need not be Members.

        7.7  INDEMNIFICATION.  To the extent permitted by ERISA, the
   Employer shall indemnify and save harmless each member of the
   Administrative Committee against any and all expenses and liabilities
   arising out of his status as such member, except expenses and
   liabilities arising out of his own fraud or willful conduct.  The fact
   that a member of the Administrative Committee is a Member of the Plan
   shall not disqualify him from doing any act or thing which the Plan
   authorizes or requires him to do as such member or render him
   accountable for any allowance, distribution, or other profit or
   advantage received by him.

        7.8  EXPENSES.  The members of the Administrative Committee shall
   be entitled to receive their reasonable expenses incurred in
   administering the Plan.  Any administration expenses including legal
   fees and other expenses shall be paid out of the Trust Fund, unless
   paid directly by the Employer in the discretion of the Employer.

        7.9  APPEALS FROM DENIAL OF CLAIMS.  If any claim for benefits
   under the Plan is wholly or partially denied, the Beneficiary shall be
   given notice in writing of such denial within a reasonable period of
   time, setting forth the following information:

        (a)  the specific reason or reasons for the denial;

        (b)  specific reference to pertinent Plan provisions on which the
             denial is based;

        (c)  a description of any additional material or information
             necessary for the claimant to perfect the claim and an
             explanation of why such material or information is
             necessary;

                                    -41-







        (d)  an explanation that a full and fair review by the
             Administrative Committee of the decision denying the claim
             may be requested by the claimant or his authorized
             representative filing with the Administrative Committee,
             within 90 days after such notice has been received, a
             written request for such review, and

        (e)  if such request is so filed, the claimant or his authorized
             representative may review pertinent documents and submit
             issues and comments in writing within the same 90-day period
             specified in subsection (d) above.

   The decision of the Administrative Committee shall be made promptly,
   and not later than 60 days after the Administrative Committee's
   receipt of the request for review, unless special circumstances
   require an extension of time for processing, in which case a decision
   shall be rendered as soon as possible, but not later than 120 days
   after receipt of the request for review.  The Member or Beneficiary
   shall be given a copy of the decision promptly.  The decision shall be
   in writing and shall include specific reasons for the decision,
   written in a manner calculated to be understood by the claimant, and
   specific references to the pertinent Plan provision on which the
   decision is based.  The decision of the Administrative Committee shall
   be binding upon the Member or Beneficiary and shall preclude further
   administrative or judicial review of the claim.

        7.10 TRUST.  The Company will enter into a Trust with the Trustee
   to establish the Trust Fund.  The Trust shall be deemed to form a part
   of the Plan and any and all rights and benefits which may accrue to
   any Member or his Beneficiaries under the Plan shall be subject to all
   of the terms and provisions of the Trust.  The Committee may direct
   the Trustee to enter into one or more insurance investment contracts
   with an insurance company or companies as or as a part of the
   Guaranteed Interest Fund Investment Fund of Fund A.

        7.11 LITIGATION.  In order to protect the Trust Fund against
   depletion as a result of litigation, in the event that any person may
   bring any legal or equitable action arising under the Plan against the
   Trustee or the Employers, or in the event that the Employers or the
   Trustee may find it necessary to bring any legal or equitable action
   arising under the Plan against any person, the Employers shall have
   the right to join the Trustee as a party defendant or party plaintiff
   in any such actions, and all expenses of defending or bringing such
   action shall be paid by the Trustee from the Trust Fund I If the
   result of any such action shall be adverse to such person, the cost to
   the Trustee of defending or bringing such action shall be charged to
   such extent as is possible directly to the account of such person, and
   the excess, if any, shall be charged against the entire Trust Fund.

        7.12 MULTIPLE EMPLOYER PLAN.  To the extent this Plan becomes a
   multiple-employer plan (within the meaning of Section 413(c) of the
   Code), the Trustee shall account for the assets attributable to the
   Employees of each participating Employer in the manner directed by the

                                    -42-







   Committee, and the Committee shall apply the requirements of Section
   4.5 and 4.6 separately to
                             each such Employer.  For purposes of this
   Section, the term Employer shall include all entities required to be
   aggregated under Section 414 of the Code.

                      ARTICLE VIII. CHANGES IN THE PLAN

        8.1  AMENDMENT OR TERMINATION OF THE PLAN.  The Company reserves
   the right to terminate the Plan at any time, which includes the right
   to vary the amount of, or to terminate, contributions to the Plan.
   The Administrative Committee shall have the right, in its sole and
   final discretion, to amend the Plan at any time, except that the Board
   of Directors of the Company must approve an amendment that results in
   an increase in benefits and costs to the Company with a present value
   as of the date of the amendment in excess of one million dollars
   ($1,000,000).  No part of the corpus or income of any funds shall at
   any time be used for or diverted to purposes other than for the
   exclusive benefit of Members or their Beneficiaries, and no amendment
   shall divest any Member of his interest therein or an optional form of
   benefit with respect to the Account balance immediately before the
   amendment, except as may be required by the District Director of
   Internal Revenue or other governmental authority, or give any Member
   any assignable or exchangeable interest or any right or thing of
   exchangeable value in advance of the time distribution is to be made
   to such Member.  No distribution shall be made on account of a
   termination of the Plan except as permitted by Code section
   401(k)(10).

        8.2  MERGER, CONSOLIDATION, OR TRANSFER.  In the case of any
   merger or consolidation of the Plan with, or in the case of any
   transfer of assets or liabilities of the Plan to or from, any other
   Plan, each Participant in the Plan shall (if the Plan then terminated)
   receive a benefit immediately after the merger, consolidation, or
   transfer which is equal to or greater than the benefit he would have
   been entitled to receive immediately before the merger, consolidation,
   or transfer (if the Plan had then terminated).

        8.3  NONREVERSION.  No Employer shall have any right, title, or
   interest in the contributions made to the Trust Fund under the Plan
   and no part of the Trust Fund shall revert to any Employer, except
   that--

        (a)  If a contribution is made to the Trust Fund by an Employer
             by a mistake of fact, then such contribution (adjusted for
             losses but not earnings) shall be returned to the Employer
             within one year after the payment of the contribution.

        (b)  If any part or all of a contribution is disallowed as a
             deduction under Code section 404, the disallowed amount
             (adjusted for losses but not gains) shall be returned to the
             Employer within one year after the disallowance pursuant to
             the rules of the Internal Revenue Service.


                                    -43-







                      ARTICLE IX. TOP-HEAVY PROVISIONS

        9.1  EFFECTIVE DATE.  The following provisions shall become
   effective for Plan Years beginning after the 1983 Plan Year.

        9.2  DETERMINATION OF TOP-HEAVY.

        (a)  The Plan will be considered a Top-Heavy Plan for the Plan
             Year if as of the last day of the preceding Plan Year, (1)
             the aggregate of the accounts (including amounts deferred
             under the salary reduction arrangements) of Members who are
             Key Employees (as defined in section 416(i) of the Internal
             Revenue Code) as amended by the Tax Reform Act of 1984
             exceeds 60 percent of the aggregate of the accounts of all
             Members (the "60 percent test") or (2) the Plan is a part of
             a required aggregation group (i.e., each plan of the company
             in which a Key Employee is a member and each other plan
             (including plans which have terminated within the past five
             (5) years) which enables such plans to meet the requirements
             of section 401(a)(4) or 410) and such group is a Top-Heavy
             Group, (individuals who did not perform any services for the
             Employer or a Subsidiary in the last five years shall not be
             included in this calculation).  However, and notwithstanding
             the results of the 60 percent test, the Plan shall not be
             considered a Top-Heavy Plan for any Plan Year in which the
             Plan is a part of a required or permissive aggregation group
             (i.e., plans which may be included in the group provided the
             group continues to comply with section 401(a)(4) and 410)
             which is not Top-Heavy).

        (b)  The term "Top-Heavy Group" means any aggregation group if
             the sum (as of the last day of the preceding Plan Year) of--

             (1)  the present value of the cumulative accrued benefits
                  (including all distributions made to an Employee during
                  the preceding five years) for Key Employees under all
                  defined benefit plans included in such group, and

             (2)  the aggregate of the accounts of Key Employees under
                  all defined contribution plans included in such group,
                  exceeds 60 percent of a similar sum determined for all
                  members.

        9.3  CONTINGENT PROVISIONS.  In the event the Plan is determined
   to be a Top-Heavy Plan pursuant to this section 9.3, then the
   following provisions shall take effect and continue in effect until
   the Plan is no longer deemed to be a Top-Heavy Plan:

        (a)  In section 4.7 "1.0' shall be substituted for "1.25" and
             "$51,875" shall become "$41,500" except that for individuals
             who would exceed the 1.0 limit, the 1.0 limit shall be
             suspended for such individuals so long as there are no
             forfeitures, voluntary nondeductible contributions, employer

                                    -44-




             contributions, or additional accruals made for such
             individuals under the plans in the aggregation group until
             the Plan is no longer deemed to be a Top-Heavy Plan or until
             the individual would no longer exceed the 1.0 limit.

        (b)  The "matching" contributions of the Employer under the Plan
             for non-Key Employees shall be the lesser of 3 percent or
             the highest contribution percentage made for any Key
             Employee during the Plan Year in which the Plan is deemed to
             be Top-Heavy determined by dividing the Employer
             contributions (including Tax Deferred Deposits) by the
             amount of the Employees total Compensation not in excess of
             $200,000 (as adjusted by the Secretary of the Treasury).

        (c)  The Employer shall make a minimum contribution of 5 percent
             of Compensation for allocation under this Plan to all non-
             Key Employees who participate in both a Company defined
             benefit plan and this Plan.

        IN WITNESS WHEREOF, the Company has caused these presents to be
   signed by its  duly authorized officers and has caused its corporate
   seal to be hereto affixed this 9th day of June 1999, but effective as
   of January 1, 1997.

                            ARVIN INDUSTRIES, INC.


                            By  /s/ Matthew W. Golden
                                --------------------------
                            Its:
                            A Member of the Administrative
                                 Committee























                                    -45-




                                                               EXHIBIT 5
                                                               ---------


   SCHIFF HARDIN & WAITE
   6600 Sears Tower, Chicago, Illinois 60606
   (312) 258-5500
   -----------------------------------------



                                      August 4, 2000

   VIA EDGAR

   Securities and Exchange Commission
   450 Fifth Street, N.W.
   Washington, D. C. 20549-1004

        Re:  ArvinMeritor, Inc. - Registration of 14,000 Shares
             of Common Stock on Form S-3
             --------------------------------------------------

   Ladies and Gentlemen:

        We have acted as special counsel to ArvinMeritor, Inc., an
   Indiana corporation (the "Company"), in connection with the Company's
   filing of a Registration Statement on Form S-3 (the "Registration
   Statement") covering 14,000 shares of common stock, $1 par value per
   share (and the associated preferred share purchase rights) of the
   Company (the "Shares") to be issued under the ArvinMeritor, Inc.
   Employee Savings Plan (the "Plan").

        In this connection we have made such investigation and have
   examined such documents as we have deemed necessary in order to enable
   us to render the opinion contained herein.

        Based upon the foregoing, we are of the opinion that  (i) the
   written provisions of the current Plan document as amended comply with
   the applicable provisions of the Employee Retirement Income Security
   Act of 1974; and (ii) the Shares, when issued in accordance with the
   terms of the Plan, and pursuant to  the Registration Statement, will
   be legally issued, fully paid and nonassessable.

        We hereby consent to the filing of this opinion as an exhibit to
   the Registration Statement.

                                      Very truly yours,

                                      SCHIFF HARDIN & WAITE


                                      By: /s/ Frederick L. Hartmann
                                         ---------------------------
                                          Frederick L. Hartmann




                                                             EXHIBIT 23.1
                                                             ------------


                        CONSENT OF PUBLIC ACCOUNTANTS
                        -----------------------------


   We hereby consent to the incorporation by reference in this
   Registration Statement on Form S-3 of our report dated January 28,
   2000 relating to the financial statements of Arvin Industries, Inc.,
   which appears in the 1999 Arvin Industries, Inc. Annual Report on Form
   10-K, and which is incorporated by reference in the ArvinMeritor, Inc.
   Current Report on Form 8-K dated July 10, 2000.  We also consent to
   the reference to us under the heading "Experts" in such Registration
   Statement.



   /s/PricewaterhouseCoopers LLP
   Indianapolis, Indiana
   July 31, 2000




                                                             EXHIBIT 23.2
                                                             ------------


   INDEPENDENT AUDITORS' CONSENT


   We consent to the incorporation by reference in this Registration
   Statement of ArvinMeritor, Inc. on Form S-3 of our reports dated
   November 9, 1999, appearing in and incorporated by reference in the
   Annual Report on Form 10-K of Meritor Automotive, Inc. for the year
   ended September 30, 1999 and to the reference to us under the heading
   "Experts" in the Prospectus, which is part of this Registration
   Statement.



   /s/Deloitte & Touche LLP
   Detroit, Michigan
   August 4, 2000




                                                               EXHIBIT 24
                                                               ----------


                              POWER OF ATTORNEY

   I, the undersigned Director and/or Officer of ArvinMeritor, Inc., an
   Indiana corporation (the "Company"), hereby constitute VERNON G.
   BAKER, II, BONNIE WILKINSON and PETER R. KOLYER, and each of them
   singly, my true and lawful attorneys with full power to them and each
   of them to sign for me, and in my name and in the capacity or
   capacities indicated below, (1) any and all amendments (including
   supplements and post-effective amendments) to (a) the Registration
   Statement on Form S-8 of Meritor Automotive, Inc. ("Meritor")
   (Registration No. 333-35407) registering under the Securities Act of
   1933, as amended (the "Securities Act"), securities to be sold under
   the Company's 1997 Long-Term Incentives Plan, as amended (formerly the
   Meritor Automotive, Inc. 1997 Long-Term Incentives Plan), and (b) the
   Registration Statement on Form S-8 of Meritor (Registration No. 333-
   35403) registering under the Securities Act securities to be sold
   pursuant to the Company's Savings Plan, as amended (formerly the
   Meritor Automotive, Inc. Savings Plan), and (2) one or more
   Registration Statements on Form S-8 or, if required, Form S-3,
   registering under the Securities Act securities to be sold under (a)
   the Company's Employee Stock Benefit Plan, as amended (formerly the
   Arvin Industries, Inc. Employee Stock Benefit Plan), (b) the Company's
   1998 Stock Benefit Plan,  1988 Stock Benefit Plan, as amended
   (formerly the Arvin Industries, Inc. 1988 Stock Benefit Plan), (d) the
   Company's Savings Plan, as amended (formerly the Arvin Industries,
   Inc. Savings Plan), and (e) the Company's Employee Savings Plan, as
   amended (formerly the Arvin Industries, Inc. Employee Savings Plan),
   and any and all amendments (including post-effective amendments) and
   supplements to such Registration Statements.




              Signature                         Title                                     Date
              ---------                         -----                                     ----
                                                                                    
     /s/  Larry D. Yost*                        Chairman of the Board and                 July 10, 2000
     ----------------------                     Chief Executive Officer (principal
     Larry D. Yost                              executive officer)


     /s/  V. William Hunt*                      Vice Chairman and President               July 10, 2000
     ----------------------                     and Director
     V. William Hunt


     /s/  Thomas A. Madden*                     Senior Vice President and                 July 10, 2000
     ----------------------                     Chief Financial Officer (principal
     Thomas A. Madden                           financial officer)





                                                                1








     /s/  William M. Lowe*                      Vice President and Controller             July 10, 2000
     ----------------------                     (principal accounting officer)
     William M. Lowe


                                                Director
     -----------------------------
     Joseph B. Anderson, Jr.


                                                Director
     ----------------------
     Donald R. Beall


     /s/  Steven C. Beering*                    Director                                  July 10, 2000
     ----------------------
     Steven C. Beering


     /s/  Rhonda L. Brooks*                     Director                                  July 10, 2000
     ----------------------
     Rhonda L. Brooks


     /s/  John J. Creedon*                      Director                                  July 10, 2000
     ----------------------
     John J. Creedon


     /s/  Joseph P. Flannery*                   Director                                  July 10, 2000
     ------------------------
     Joseph P. Flannery


     /s/  Robert E. Fowler, Jr.*                Director                                  July 10, 2000
     ---------------------------
     Robert E. Fowler, Jr.


     /s/  William D. George, Jr.*               Director                                  July 10, 2000
     ----------------------------
     William D. George, Jr.


                                                Director
     ------------------------
     Ivan W. Gorr




                                                                2







     /s/  Richard W. Hanselman*                 Director                                  July 10, 2000
     --------------------------
     Richard W. Hanselman


     /s/  Charles H. Harff*                     Director                                  July 10, 2000
     ------------------------
     Charles H. Harff


     /s/  Don J. Kacek*                         Director                                  July 10, 2000
     ------------------------
     Don J. Kacek


     /s/  Victoria B. Jackson*                  Director                                  July 10, 2000
     -------------------------
     Victoria B. Jackson


     /s/  James E. Marley*                      Director                                  July 10, 2000
     ------------------------
     James E. Marley


     /s/  James E. Perella*                     Director                                  July 10, 2000
     ------------------------
     James E. Perella


     /s/  Harold A. Poling*                     Director                                  July 10, 2000
     ------------------------
     Harold A. Poling


     /s/  Martin D. Walker*                     Director                                  July 10, 2000
     ------------------------
     Martin D. Walker















                                      3