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                                                                  EXHIBIT 10-d-1

                            MERITOR AUTOMOTIVE, INC.

              EXCERPT FROM THE MINUTES OF A MEETING OF THE BOARD OF
                       DIRECTORS HELD ON SEPTEMBER 8, 1997

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                  DEFERRAL ARRANGEMENTS FOR ANNUAL RETAINER FEE

                  RESOLVED, that any Director of this Corporation may elect to
         defer all or any part of the retainer fees paid in cash which such
         Director will be entitled to receive from this Corporation beginning
         January 1 of the following year by delivering to the Secretary of this
         Corporation a written notice, specifying the percentage of such future
         fees paid in cash to be deferred and the time when, or period during
         which, such deferred fees shall be paid to him or her or, in the event
         of his or her death, to his or her estate or beneficiary; that any such
         election shall continue in effect for successive periods of one
         calendar year each so long as the Director continues as a member of
         this Board of Directors unless and until such Director shall elect to
         terminate such deferral with respect to future fees by delivering a
         written notice to that effect to the Secretary of this Corporation,
         with such termination to be effective as to fees paid on or after the
         January 1 next following the date of receipt by the Secretary of this
         Corporation of such Director's written notice of termination of
         deferral; that there shall be credited to the total amount deferred by
         each Director at the end of each calendar quarter an additional amount
         equal to the amount then deferred and owing multiplied by one-fourth of
         the annual rate for quarterly compounding that is 120% of the
         "applicable Federal long-term rate" determined by the Secretary of the
         Treasury pursuant to Section 1274(d) of the Internal Revenue Code, as
         amended, or any successor provision, for the last month in such
         calendar quarter, such additional amount to be paid at the same time
         and in the same proportion as the payments of the fees so deferred;
         that this Board of Directors may terminate any such deferral at any
         time and may change the period of payment of any deferred amounts or
         cause any deferred amounts to be paid in a lump sum regardless of a
         Director's instructions with respect thereto; that no deferred fees or
         additional amounts credited thereon may be assigned or otherwise
         transferred; and that deferral pursuant to this resolution shall be
         available in addition to or as an alternative to the election available
         pursuant to Section 9 of this Corporation's Directors Stock Plan;
         provided, however, that the total of the portions of a Director's
         retainer fees paid in cash deferred under that Section and under this
         resolution shall in no event exceed the total amount of such fees to
         which such Director may be entitled for any calendar year; and further

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