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                                                              EXHIBIT 4-b to 8-K


                               ARVINMERITOR, INC.
                  Excerpt from the Minutes of a Meeting of the
                  Offering Committee of the Board of Directors
                                  June 26. 2002


            RESOLVED, that the Corporation create a series of 6-5/8 % Notes due
      June 15, 2007 in an initial aggregate principal amount of $200 million
      (the "Notes"), which shall be entitled the ArvinMeritor, Inc. 6-5/8% Notes
      due June 15, 2007, to be issued under an Indenture dated as of April 1,
      1998, as supplemented by the First Supplemental Indenture, dated as of
      July 7, 2000 (collectively, the "Indenture"), between the Corporation and
      BNY Midwest Trust Company (as successor to The Chase Manhattan Bank
      pursuant to the Instrument of Resignation, Appointment and Acceptance
      dated as of October 1,200l by and among the Corporation, The Chase
      Manhattan Bank and BNY Midwest Trust Company) as Trustee (the "Trustee");
      and further

            RESOLVED, that interest will be payable on the Notes at the rate per
      annum stated in their title, from July 1, 2002, semiannually on December
      15 and June 15 of each year, beginning December 15,2002; and further

            RESOLVED, that the Notes shall be issuable in fully registered form
      in such denominations as the officers of the Corporation shall determine
      to issue, such determination to be evidenced by the execution and delivery
      thereof; and further

            RESOLVED, that the initial issuance of the Notes be in the form of
      one or more global securities, in fully registered form, issued to The
      Depository Trust Company or its nominee ("DTC"), and that beneficial
      holders of the Notes shall not receive certificates for the Notes
      representing their ownership interest in the Notes, except under the
      circumstances described in the seventh and eighth paragraphs of Section
      3.05of the Indenture; and further

            RESOLVED, that the principal of (and premium, if any) and interest
      on the Notes will be payable at the option of the Corporation (i) by the
      Trustee, as Paying Agent, at an office of the Trustee located in the
      borough of Manhattan in the City of New York, (ii) with respect to Notes
      in global, book-entry form, by the Corporation directly to DTC or other
      depositary for the Notes for the benefit of direct participants in DTC's
      or such other depositary's book-entry system or (iii) if the Notes are
      issued in definitive registered form, by the Corporation, at the
      Corporation's option, directly by check mailed to the record holders of
      the Notes (in the case of payment of principal or any related premium,
      against surrender of such Notes) or, with respect to payment of interest
      only on such Notes and at the Corporation's option, by transfer to an
      account maintained by the payee inside the United States; and further

            RESOLVED, that the provisions of Sections 4.03 and 10.09 of the
      Indenture with respect to defeasance of the Notes be, and they hereby are,
      made applicable to the Notes; and further
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            RESOLVED, that the Notes shall have such other terms and provisions
      including provisions for the redemption thereof at the option of the
      Corporation, and shall be in the form previously provided to this
      Committee and hereby ordered filed with the supporting records for this
      meeting as Exhibit A, which form is hereby approved; provided that such
      form of the Notes may incorporate such changes, omissions or insertions
      therein as may be approved by any officer of the Corporation authorized by
      the following resolution executing the same, such officer's execution and
      delivery thereof to be conclusive evidence of such approval; and further

            RESOLVED, that the Chairman of the Board and Chief Executive
      Officer, the Senior Vice President and Chief Financial Officer and the
      Vice President and Treasurer of the Corporation be, and each of them
      acting individually hereby is, authorized and empowered to execute in the
      name and on behalf of the Corporation, and the Secretary and the Assistant
      Secretaries of the Corporation be, and each of them acting individually
      hereby is, authorized and empowered to affix and attest the seal of the
      Corporation (which seal may be in the form of a facsimile of the seal of
      the Corporation) to $200 million aggregate principal amount of Notes (and
      Notes authenticated and delivered by the Trustee upon registration of
      transfer of, or in exchange for, or in lieu of, other Notes pursuant to
      Sections 3.04, 3.05, 3.06, 9.06 or 11.08 of the Indenture); provided that
      the signature of any such officer may be a facsimile signature imprinted
      or otherwise reproduced, and that the Corporation for such purpose hereby
      adopts as binding upon it the facsimile signature on any Note of the
      present and any future Chairman of the Board and Chief Executive Officer,
      Senior Vice President and Chief Financial Officer, Vice President and
      Treasurer, Secretary, Assistant Secretary or other officer of the
      Corporation, notwithstanding that at the time Notes shall be authenticated
      or delivered such officer shall have ceased to hold such office, and of
      any person who shall subsequently hold any such office notwithstanding
      that he had not yet been installed in such office at the date of such
      Note; and further

            RESOLVED, that the officers of the Corporation be, and each of them
      hereby is, authorized and empowered to cause $200 million aggregate
      principal amount of Notes to be delivered to the Trustee for
      authentication; and further

            RESOLVED, that upon the written order of the Corporation requesting
      the Trustee to authenticate and deliver the Notes as provided in the
      Indenture, the Trustee be, and it hereby is, authorized to cause the Notes
      to be authenticated and delivered for and on behalf of the Corporation
      against payment by the Underwriters of the Purchase Price (each as
      hereinafter defined); and further

            RESOLVED, that, for purposes of the definition of Principal Property
      in Section 1.01 of the Indenture, any real property (including buildings
      and other improvements) of the Corporation or any Restricted Subsidiary
      (as defined in the Indenture) whether currently owned or hereafter
      acquired (other than any property hereafter acquired for the control or
      abatement of atmospheric pollutants or contaminants of water, noise, odor
      or other pollution, or for purposes of developing a cogeneration facility
      or a small power production facility as such terms are defined in the
      Public Utility Regulatory Policies Act of 1978, as amended), which has, at
      the date of any determination, a book value in excess of 2.5% of
      Consolidated Net Tangible Assets (as defined in the Indenture) shall be
      deemed to be of material importance to the
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      total business conducted by the Corporation and its Registered
      Subsidiaries as a whole; and further

            RESOLVED, that the officers of the Corporation be, and each of them
      hereby is, authorized and empowered for and on behalf of the Corporation
      to accept the proposal of a group of underwriters led by Deutsche Bank
      Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated
      (the "Underwriters") for the purchase of the Notes from the Corporation;
      and further

            RESOLVED, that the form of Underwriting Agreement to be entered into
      between the Corporation and the Underwriters, as underwriters and as
      representatives of any other underwriters purchasing Notes from the
      Corporation as may be named in the definitive Underwriting Agreement, in
      connection with the sale of the Notes, a copy of which was previously
      provided to this Committee and is hereby ordered filed with the supporting
      records for this meeting as Exhibit B, be, and it hereby is, approved; and
      that the officers of the Corporation be, and each of them hereby is,
      authorized and empowered, in the name and on behalf of the Corporation, to
      execute and deliver an Underwriting Agreement substantially in such form,
      with such changes or additions thereto or omissions therefrom as the
      officer executing the same shall approve, such approval to be conclusively
      evidenced by such officer's execution and delivery thereof, and to take or
      cause to be taken all such actions as any such officer may deem
      appropriate to perform such Underwriting Agreement; and further

            RESOLVED, that the initial public offering price of the Notes shall
      be 99.684% of the principal amount thereof, plus accrued interest, if any,
      from July 1, 2002 to the date of delivery; and further

            RESOLVED, that the price to be paid to the Corporation by the
      Underwriters for the Notes shall be 98.309% of the principal amount
      thereof, plus accrued interest, if any, from July 1, 2002 to the date of
      delivery (the "Purchase Price"); and further

            RESOLVED, that the Board of Directors of the Corporation or the
      Offering Committee may in the future and in their sole discretion resolve
      to authorize the creation and issuance of additional debt securities of
      the Corporation ranking equally and ratably with the Notes in all
      respects, so that such further debt securities will be consolidated and
      form a single series with the Notes and will have the same terms as to
      status, redemption or otherwise as the Notes; and further

      RESOLVED, that the officers of the Corporation be, and each of them hereby
is, authorized and empowered to take or cause to be taken such actions and to
execute and deliver or caused to be executed and delivered all such documents,
certificates, instruments and assurances (including, with limitation, a letter
of representations to the DTC, closing certificates and other documents, any
other documents required to be delivered pursuant to the Underwriting Agreement,
completing and filing with the Securities and Exchange Commission the prospectus
supplement and, if required, the prospectus relating to the Notes), to make
payment of fees and expenses and to take all such other steps as any of them may
deem appropriate to carry out the intent and purpose of the foregoing
resolutions and the resolutions of the Board of Directors of the Corporation
adopted on April 11, 2001.

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