Exhibit 10-n
 

		2135 W. Maple
      Rd.  	arvinmeritor.com 
	Troy, MI
      48084  	  


 
September 14,
2009
 

Charles G. McClure, Jr.
Troy,
MI 

Dear Chip: 

This letter confirms our mutual
understanding of your employment as an elected officer and Chairman, CEO and
President with ArvinMeritor, Inc. (“Company”). This letter supersedes your
letter dated July 21, 2004. 

If you accept the terms of this
letter, please return a signed copy to me. 

Base Salary 

You will continue to receive your
current monthly base salary in accordance with Company payroll practices. Your
performance will be assessed at the end of each performance year against both
your annual goals and objectives and the Company’s performance. Based on your
performance and the Company’s performance, your salary will be reviewed each
year by the Compensation and Management Development Committee of the Board of
Directors (“Committee”) which may, at its discretion, adjust your base salary as
a direct result of your past performance. Any annual adjustments are typically
effective the following February. (Nothing herein shall preclude the Committee
from effecting a downward adjustment of your salary if in his judgment and the
judgment of the Compensation Committee, such adjustment is warranted as a result
of the Company’s poor performance or other economic/business related factors.)


Annual Incentive
Plans 

You will be eligible to
participate in the Company’s annual incentive plan (Incentive Compensation Plan
or ICP) on a basis consistent with those of comparable executives. Your target
award will be based upon the Incentive Compensation Plan target percentage for
your position within the Company multiplied by your base salary at the end of
the fiscal year. Actual award payments will be in accordance with the terms of
the Incentive Compensation Plan and may be adjusted to reflect Company
performance and your individual performance as approved by the
Committee.

Long-Term
Incentives 

Your outstanding equity awards are
subject to the provisions in your grant letters as well as any related equity
award agreements. 

You will continue to participate
in the Company’s Long-Term Incentive Plan (LTIP) cash performance plan cycles
that are underway at the target cash award level contained in your employment or
notification letters for those cycles. 

In addition, you will be eligible
to participate in the Company’s Long-Term Incentive Plan (LTIP) cycles in future
years on a basis consistent with those of comparable executives in accordance
with the provisions of the LTIP and as approved by the Committee. Your LTIP
target levels are based upon your position and Officer Band within the Company
at the beginning of the three-year performance cycle. 




Charles G. McClure,
Jr.
September 14, 2009
Page 2 of 7

Payment of any awards under the
LTIP will be made in accordance with the terms and conditions of the LTIP and
any related award agreements. 

Stock Ownership
Guideline 

In order to assure your Long-Term
interest in the Company’s success, as an officer of the Company you are expected
to acquire and retain a minimum of 250,000 shares of Company common stock. The
stock ownership guidelines provide a transition period within which to achieve
compliance. This period ends five years after the date the ownership guidelines
become applicable to you (i.e., five years after the date
of your hire or becoming an officer). 

Benefits 

You will be eligible to
participate in all employee retirement and health and welfare benefit plans
maintained by the Company and offered to all full time employees of the Company,
including medical, disability, life insurance and vacation, to the extent
permitted by the terms of the plans and by the law, subject to the Company’s
rights to amend or terminate such plans as set forth in those plans. 

As an officer of the Company, you
will continue to be eligible for the following additional benefits, payable in
accordance with the terms of the applicable policies, subject to the Company’s
rights to modify or terminate such benefits: 

	Car Allowance 
  
	Financial Counseling Allowance
  
	Personal Excess Liability Coverage
  


Severance
Benefits 

If you incur a separation from
service with the Company within the meaning of Section 409A (as defined below)
(“Separation from Service”), you will be eligible for certain severance benefits
as follows: 

	By the
  Company Without Cause.
  


	Any accrued and unpaid salary and vacation
  pay through your date of Separation from Service with the Company (“Accrued
  Obligations”) paid within thirty (30) days following your Separation from
  Service or such earlier date as may be required by law. 
  
	Monthly severance pay for a period
  of thirty-six (36) months (“Severance Period”) payable in accordance with
  the following paragraphs.
  
	Your separation pay will be paid in equal
  semi-monthly installments beginning with the first payroll cycle that includes
  the Release Effective Date (as defined on page 6). You will receive any amount
  due for the period from the date of your Separation from Service through the
  Release Effective Date in a lump sum within one week of the Release Effective
  Date. 


	Notwithstanding the foregoing, if you are a
  “specified employee” within the meaning of Section 409A of the Internal
  Revenue Code of 1986, as amended and the final regulations thereunder
  (“Section 409A), you will be required to wait to receive any portion of your
  severance pay that is not exempt from Section 409A. 


	A portion of your severance pay may be exempt
  from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii).
  The amount that is exempt under Section 409A is the amount of separation pay
  that does not exceed two times the lesser of (1) your annualized compensation
  determined in accordance with Section 409A regulations and (2) the maximum
  amount that may be taken into account under IRC Section 401(a)(17) for the
  year in which you separate from service (the “409A Exempt Amount”).
  





Charles G. McClure,
Jr.
September 14, 2009
Page 3 of 7 

	Any portion of your severance pay that is not
  exempt under the Section 409A exemption that would otherwise have been paid
  during the first six months following your Separation from Service will be
  paid in a lump sum the first payroll cycle following the six month anniversary
  of your Separation from Service. 
  
	The balance of your severance pay that is not
  exempt under the Section 409A exemption will be paid in equal semi-monthly
  payments beginning with the later of (1) the first payroll cycle after the
  payroll cycle in which the 409A Exempt Amount has been completely paid and (2)
  the first payroll cycle after your six month anniversary of your Separation
  from Service. 


	Pro-rata annual incentive bonus participation
  for the then-current fiscal year, based on the time actually worked, paid
  after the end of the fiscal year, in accordance with the terms of the
  Incentive Compensation Plan. 
  
	Continued health coverage through the end of
  the Severance Period, provided that (A) to the extent any such benefit is
  provided via reimbursement to you, no such reimbursement will be made by the
  Company later than the end of the year following the year in which the
  underlying expense is incurred, (B) any such benefit provided by the Company
  in any year will not be affected by the amount of any such benefit provided by
  the Company in any other year, subject to any maximum benefit limitations
  under the applicable plan's terms, and (C) under no circumstances you be
  permitted to liquidate or exchange any such benefit for cash or any other
  benefit. 
  
	Continued life insurance coverage through the
  end of the Severance Period.
  
	Short and Long-Term Disability coverage will
  remain in effect through the last day actually worked prior to the start of
  the Severance Period. 
  
	Vesting or forfeiture of special grants of
  service-based restricted shares, performance shares or RSUs, made either at
  the time of your hire or as a special retention incentive, will be determined
  under the agreement relating to the grant. 
  
	Vesting or forfeiture of all other restricted
  shares, RSU’s and performance shares and payouts under cash performance plans,
  will be determined under the terms of the 1998B, 1997 and 2007 LTIP as
  applicable and any related agreements. 
  
	Payment of all vested benefits under the
  Company’s savings plans and pension plan if applicable, in accordance with the
  terms of such plans.
  
	Reasonable outplacement services for a period
  of twelve (12) months from the date of your Separation from Service at a cost
  not to exceed $10,000.
  
	If you become subsequently employed and
  covered by a health insurance plan of a new employer, your coverage under the
  Company’s health plans will cease as of the date you become covered under such
  other employer’s health plan.
  





Charles G. McClure,
Jr.
September 14, 2009
Page 4 of 7

	By the
  Company for Cause (Cause defined
  as continued and willful failure to perform duties, provided that you have
  been given written notice and an opportunity to cure the failure within five
  business days; gross misconduct which is materially and demonstrably
  injurious to the Company; or conviction of or pleading guilty or
  no contest to a (a) felony or (b) other crime which materially and adversely
  affects the Company): 


	Accrued Obligations paid within thirty (30)
  days following your Separation from Service or such earlier date as may be
  required by law. 
  
	Any vested plan benefits under the Company’s
  savings plans, payable in accordance with the terms of such plans. 
  
	Forfeit all unvested long-term incentive
  awards, performance shares, restricted stock, RSU’s and cash portions of any
  Long-Term incentive cycles. 
  
	Forfeit eligibility to receive an annual
  incentive award. 


	By the
  Executive for any reason (other than death or disability): 


	Accrued Obligations paid within thirty (30)
  days following your Separation from Service or such earlier date as may be
  required by law.
  
	Any vested plan benefits under the Company’s
  savings plans, payable in accordance with the terms of such plans. 
  
	Payment of any earned but unused vacation.
  


Change in
Control 

In the event of a Change in
Control as defined the 1998B Stock Benefit Plan and 1997 Long-Term Incentives
Plan, as applicable, you will be eligible for vesting and payment of equity
grants and awards under cash performance plans under those plans in accordance
with the terms of those plans, as applicable, and the related grants and
agreements. 

In the event of a Change in
Control as defined in the 2007 Long-Term Incentive Plan, you will be eligible
for vesting and payment of equity grants and awards under cash performance plans
under the 2007 Long-Term Incentive Plan in accordance with the terms of that
plan and the related grants and agreements.


In the event of your Separation
from Service as a result of a Change in Control (as defined in the 2007
Long-Term Incentive Plan) or within one year thereafter (except for Cause), you
will also be eligible for: 

	The severance terms outlined above under “By
  The Company Without Cause”; provided, that the full target
  amount of the annual bonus under the Incentive Compensation Plan for the
  then-current fiscal year will be paid within thirty (30) days of
  termination (instead of a pro rata amount of actual payout at the end of the
  fiscal year). 


Death Benefits 

	Accrued Obligations paid within thirty (30)
  days following your death or such earlier date as may be required by law.
  
  
	Pro-rata annual incentive bonus participation
  for the time actually worked in the year of death, paid in accordance with the
  terms of the Incentive Compensation Plan. 
  
	Forfeiture or vesting of restricted
  shares/RSU’s, performance shares and stock options and payouts under cash
  performance plans in accordance with the terms of the 1998B, 1997 or the 2007
  LTIP, or your original employment letter, as applicable. 
  
	Continued medical, dental and/or vision plan
  coverage for your spouse and other dependents for six months following your
  death and at the end of this six month period your spouse and dependents may
  be eligible for coverage under COBRA (for
  an additional period not to exceed 30 months).
  
	Payment of all death benefits under the
  Company’s savings plans, in accordance with the terms of such plans.
  





Charles G. McClure,
Jr.
September 14, 2009
Page 5 of 7

Disability 

Disability is initially
defined as the inability to perform the duties of your current job as a result
of disease or injury. Based on your years of service, your first six months of
disability (“Short-Term Disability”) will result in either full salary
continuation for the entire six-month period or a combination of full salary
continuation and reduced salary continuation for said six-month period.
Following Short-Term Disability, if you are unable to perform your job duties
and otherwise meet the requirements for benefits under the Company’s Long-Term
Disability Plan, you will be placed on a leave of absence due to Long-Term
Disability and will receive benefits under the provisions of the Company’s
Long-Term Disability Plan. Following a one and one-half-year period on Long-Term
Disability, eligibility for continued coverage under the Company’s Long-Term
Disability Plan will be based on your inability to perform any job for which you
are qualified by education, training or experience. While you are on Long-Term
Disability, you will 

	Be eligible to receive a pro rata annual
  incentive bonus based on the time that you were actively at work, paid in
  accordance with the terms of the Incentive Compensation Plan. 
  
	Forfeit or vest in your equity and cash
  performance awards in accordance with the terms of the 1998B, 1997 or the 2007
  LTIP and any related award agreements.
  
	Be entitled to medical, dental, vision and
  life insurance coverage on the same terms as if you were actively employed
  while you are on Long-Term Disability.
  
	If you participate in the Company’s defined
  benefit pension plans, continue to earn vesting service but you will not
  receive credited service for the purpose of determining your plan benefit; and
  if you are eligible to receive Company pension contributions to the 401(k)
  plan and the supplemental 401(k) restoration plan, you will continue to earn
  vesting service, but Company contributions to such plans will cease.
  


Deferred
Compensation 

If you incur a Separation from
Service with the Company, any amounts deferred by or on your behalf under the
Company’s Deferred Compensation Plan, Supplemental 401(k) Restoration Plan and
the Supplemental Pension plan, will be paid in accordance with the terms of such
plans. 

Retirement
Benefits 

You are eligible to participate in
the 401(k) savings plan, which has discretionary matching company contributions,
and the supplemental savings restoration plan. In addition, you are eligible to
receive the pension contribution in accordance with the terms of the Company’s
savings plans, which is a percentage of base pay and ICP varying by age that is
available under those plans.

Indemnification 

The Company will provide
indemnification and defend you with regard to any claims arising from any
decision made by you in good faith, while performing services for the Company,
in accordance with the provisions of the Company’s by-laws. 




Charles G. McClure,
Jr.
September 14, 2009
Page 6 of 7 

Director’s and Officer’s
Insurance 

The Company shall provide you with
reasonable Director’s and Officer’s liability insurance coverage. 

Arbitration 

You have previously agreed to sign
the Company’s “Mutual Agreement to Arbitrate Claims” and the Company “Standards
of Business Conduct and Conflict of Interest Certificate.” Any controversy
involving the construction or application of any terms, covenants or conditions
of this Agreement, or any claims arising out of any alleged breach of this
Agreement, will be submitted to and resolved by final and binding arbitration in
Oakland County, Michigan (conducted pursuant to the rules of the American
Arbitration Association). 

Proprietary
Information 

In the event you leave employment
of the Company for any reason you agree that you will not disclose, nor will you
use, any Company proprietary information after you leave employment of the
Company. 

Release
Agreement 

You agree that, as a condition to
receive any amounts or benefits payable upon your Separation from Service (other
than Accrued Obligations and benefits in which you are otherwise vested under
the terms of the applicable benefits plans), you will execute a general release
agreement in a form provided by the Company, within 21 days of the date of your
Separation from Service and not revoke such acceptance of the agreement within
any revocation period prescribed by law. The date the release agreement becomes
irrevocable will be the Release Effective Date. If you do not sign a general
release agreement within 14 days of the date of your Separation from Service or
if you sign such agreement and revoke it within such 14 day period, any amounts
and benefits (other than Accrued Obligations and benefits in which you are
otherwise vested under the terms of the applicable benefit plans) will cease as
of last day of such 14 day period and will not resume unless and until the
Release Effective Date.

Review by
Counsel 

You acknowledge and agree that you
have been advised to consult with an attorney prior to signing this agreement.
You also acknowledge and agree that this agreement is voluntarily entered into
by you in consideration of the undertakings by the Company as set forth in this
agreement and is consistent in all respects with discussions by the Company’s
personnel with you.

Entire
Agreement 

Except with respect to provisions
regarding vesting or forfeiture of certain equity grants and payout of cash
plans that are specifically referred to above, this letter supersedes the
provisions of any prior employment letter between you and the Company.
Notwithstanding the foregoing, the Invention Assignment and Arbitration
Agreements remain in full force and effect. 




Charles G. McClure,
Jr.
September 14, 2009
Page 7 of 7 

Successors and
Assigns 

This agreement will be binding
upon and inure to the benefit of any successors to the Company.

Counterparts 

This agreement may be executed in
several counterparts, each of which will be deemed to be an original, and all
such counterparts when taken together will constitute one and the same original.


Governing Law 

This agreement will be governed by
the laws of the State of Michigan. 
 

Sincerely,
 

ArvinMeritor, Inc.

Name: /s/ James
Marley
            Title:
Director 

	Accepted:  	  
	  
	/s/ Charles G. McClure,
      Jr.   	 	September 15, 2009
    
	Charles
      G. McClure, Jr.  	Date