Exhibit 4.4 


FORM OF GLOBAL SECURITY


THIS SECURITY
IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED
TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY
OR A SUCCESSOR DEPOSITORY. THIS SECURITY IS NOT EXCHANGEABLE FOR SECURITIES
REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE
EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER
OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE
DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO
THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT
IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. 







CUSIP 043353AD3 


ARVINMERITOR, INC.

8.125% NOTES DUE 2015


	
   

  	
   

  
	
  No. A-1

  	
  $252,537,000

  
	
   

  	
  As revised
  by the 

  Schedule of Increases or 

  Decreases in Global 

  Security attached hereto

  



ArvinMeritor, Inc., a
corporation duly organized and existing under the laws of the State of Indiana
(herein called the “Company”, which term includes any successor Person under
the Indenture hereinafter referred to), for value received, hereby promises to
pay to Cede & Co. or registered assigns, the principal sum of Two Hundred
Fifty Two Million Five Hundred Thirty Seven Thousand Dollars ($252,537,000), as
revised by the Schedule of Increases or Decreases in Global Security attached
hereto, on September 15, 2015 and to pay interest thereon from September 30,
2005 or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, semi-annually on March 15 and September 15 in each
year, commencing March 15, 2006 at the rate of 8.125% per annum, until the
principal hereof is paid or made available for payment. The interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in such Indenture, be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest, which shall be March 1
and September 1 (whether or not a Business Day), as the case may be, next
preceding such Interest Payment Date. Any such interest not so punctually paid
or duly provided for will forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice thereof having been given to Holders of
Securities of this series not less than ten (10) days prior to such Special
Record Date, or be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the Securities of
this series may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in said Indenture. 


Payment of the principal of
(and premium, if any) and any such interest on this Security will be made at
the office or agency of the Company maintained for that purpose in Chicago,
Illinois, and at such other locations as the Company may from time to time
designate, in such coin or currency of the United States of America as at the time
of payment is legal tender for payment of public and private debts.


Reference is hereby made to
the further provisions of this Security set forth on the reverse hereof, which
further provisions shall for all purposes have the same effect as if set forth
at this place.


Unless the certificate of
authentication hereon has been executed by the Trustee referred to on the
reverse hereof by manual signature, this Security shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose. 







                        IN
WITNESS WHEREOF, the Company has caused this instrument to be duly executed
under its corporate seal. 


	
   

  	
   

  
	
  Dated: September 30, 2005

  	
   

  
	
   

  	
   

  
	
   

  	
  ARVINMERITOR, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  
	
   

  	
        Name:
  Brian P. Casey

  
	
   

  	
        Title:
    Vice President and Treasurer

  
	
   

  	
   

  
	
  Attest:

  	
   

  
	
   

  	
   

  
	
  Name: Bonnie Wilkinson

  Title:   Vice President and Secretary

  	
   

  









TRUSTEE’S CERTIFICATE OF AUTHENTICATION


This is one of the 8.125%
Notes due 2015 described in the within-mentioned Indenture.


	
   

  	
   

  	
   

  	
   

  
	
   

  	
  BNY MIDWEST TRUST COMPANY,

  
	
   

  	
    as Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  


  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
  Dated: September __, 2005

  	
   

  









Reverse of Security


This Security is one of a
duly authorized issue of securities of the Company (herein called the
“Securities”), issued and to be issued in one or more series under an
Indenture, dated as of April 1, 1998, as modified by the Officers’ Certificate
dated September 30, 2005 (as so modified, herein called the “Indenture”),
between the Company and BNY Midwest Trust Company (as successor to The Chase
Manhattan Bank), as Trustee (herein called the “Trustee”, which term includes
any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Securities and of the terms
upon which the Securities are, and are to be, authenticated and delivered. This
Security is one of the series designated on the face hereof, initially limited
in aggregate principal amount to $252,537,000.


Except as otherwise provided
in the Indenture, this Security will be issued in global form only registered
in the name of the Depository or its nominee. This Security will not be issued
in definitive form, except as otherwise provided in the Indenture, and
ownership of this Security shall be maintained in book-entry form by the
Depository for the accounts of participating organizations of the Depository.


The Securities of this
series are subject to redemption upon not less than 30 days’ but not more than
60 days’ notice by mail at any time and from time to time, at a Redemption
Price equal to the greater of (a) 100% of the principal amount to be redeemed
plus accrued and unpaid interest thereon to the Redemption Date, or (b) the sum
of the present values of the remaining scheduled payments of principal and
interest on the Security to be redeemed (exclusive of interest accrued to the
Redemption Date) discounted to the Redemption Date on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Adjusted
Treasury Rate plus 50 basis points plus accrued and unpaid interest on the
principal amount being redeemed to the Redemption Date.


For purposes of determining
the redemption price, the following definitions are applicable:


“Adjusted
Treasury Rate” means, with respect to any redemption date, the rate per year
equal to the semi-annual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed
as a percentage of its principal amount) equal to the Comparable Treasury Price
for the redemption date.


“Business
Day” means any day other than a Saturday or Sunday and other than a day on
which banking institutions in Chicago, Illinois, or New York, New York, are
authorized or obligated by law, regulation or executive order to close.


“Comparable
Treasury Issue” means the United States Treasury security selected by the
Quotation Agent as having a maturity comparable to the remaining term of the
Security to be redeemed that would be used, at the time of selection and in
accordance with customary financial practice, in pricing new issues of
corporate debt securities of comparable maturity to the remaining term of the
Securities.


“Comparable
Treasury Price” means, with respect to any redemption date, the average of the
Reference Treasury Dealer Quotations for that redemption date.


“Quotation
Agent” means one of the Reference Treasury Dealers appointed by the Company.


“Reference
Treasury Dealer” means Citigroup Global Markets Inc. and its respective
successors; provided, however, that if Citigroup Global Markets Inc. or its
successors shall cease to be a primary U.S. Government securities dealer in New
York City (a “Primary Treasury Dealer”), the Company will substitute for it
another nationally recognized investment bank that is a Primary Treasury
Dealer.


“Reference
Treasury Dealer Quotations” means, with respect to each Reference Treasury
Dealer and any redemption date, the average, as determined by the Quotation
Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed
in each case as a percentage of its principal amount) quoted in writing to the
Quotation Agent at 5:00 p.m., New York City time, on the third Business Day
preceding such redemption date.







On and after the Redemption
Date, interest will cease to accrue on the Securities or any portion thereof
called for redemption if the Company has complied with the provisions of the
following sentence. On or before any Redemption Date, the Company shall deposit
with a Paying Agent (or the Trustee) sufficient money to pay the Redemption
Price of and accrued interest on the Securities to be redeemed on such date. If
less than all the Securities are to be redeemed, the Securities to be redeemed
shall be selected by the Trustee by such method as the Trustee shall deem fair
and appropriate. In the event of redemption of this Security in part only, a
new Security or Securities of this series and of like tenor for the unredeemed
portion hereof will be issued in the name of the Holder hereof upon the
cancellation hereof.


If an Event of Default with
respect to Securities of this series shall occur and be continuing, the
principal of the Securities of this series may be declared due and payable in
the manner and with the effect provided in the Indenture.


The Indenture permits, with
certain exceptions as therein provided, the amendment thereof and the
modification of the rights and obligations of the Company and the rights of the
Holders of the Securities of each series to be affected under the Indenture at
any time by the Company and the Trustee with the consent of the Holders of a
majority of the principal amount of the Securities at the time Outstanding of
each series to be affected. The Indenture also contains provisions permitting
the Holders of specified percentages in principal amount of the Securities of
each series at the time Outstanding, on behalf of the Holders of all Securities
of such series, to waive compliance by the Company with certain provisions of
the Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this Security shall
be conclusive and binding upon such Holder and upon all future Holders of this
Security and of any Security issued upon the registration of transfer hereof or
in exchange herefor or in lieu hereof, whether or not notation of such consent
or waiver is made upon this Security. 


No reference herein to the
Indenture and no provision of this Security or of the Indenture shall alter or
impair the obligation of the Company, which is absolute and unconditional, to
pay the principal of and any premium and interest on this Security at the
times, place and rate, and in the coin or currency, herein prescribed. 


As provided in the Indenture
and subject to certain limitations therein set forth, the transfer of this
Security is registerable in the Security Register, upon surrender of this
Security for registration of transfer at the office or agency of the Company in
any place where the principal of and any premium and interest on this Security
are payable, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Security Registrar duly
executed by, the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Securities of this series and of like tenor, of
authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees. 


The Indenture contains
terms, provisions and conditions relating to the consolidation or merger of the
Company with or into, and the conveyance, or other transfer or lease of all of
its properties, as or substantially as an entity, to another Person, to the
assumption by such other Person, in certain circumstances, of all of the
obligations of the Company under the Indenture and on the Securities and to the
release and discharge of the Company, in certain circumstances, from such
obligations.


The Securities of this
series are issuable only in registered form without coupons in denominations of
$1,000 and any integral multiple thereof. As provided in the Indenture and
subject to certain limitations therein set forth, Securities of this series are
exchangeable for a like aggregate principal amount of Securities of like tenor
of a different authorized denomination, as requested by the Holder surrendering
the same.


The Company may from time to
time, without notice to or consent of the registered holders of the Securities,
create and issue further notes ranking equally and ratably with the Securities
in all respects (or in all respects except for the payment of interest accruing
prior to the issue date of such further notes or except for the first payment
of interest following the issue date of such further notes), so that such
further notes shall be consolidated and form a single series with the
Securities and shall have the same terms as to status, redemption or otherwise
as the Securities.







No service charge shall be
made for any such registration of transfer or exchange, but the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith. 


Prior to due presentment of
this Security for registration of transfer, the Company, the Trustee and any
agent of the Company or the Trustee may treat the Person in whose name this
Security is registered as the owner hereof for all purposes, whether or not
this Security be overdue, and neither the Company, the Trustee nor any such
agent shall be affected by notice to the contrary. All terms used in this
Security which are defined in the Indenture shall have the meanings assigned to
them in the Indenture.


The Company at its option,
subject to the terms and conditions contained in the Indenture, (a) will be
discharged from any and all obligations in respect of the Securities (except
for certain obligations to register the transfer and exchange of such
Securities, to replace mutilated, destroyed, lost or stolen Securities, to
compensate, reimburse and indemnify the Trustee, to maintain an office or
agency with respect to the Securities and to hold moneys for payment in trust)
or (b) may omit to comply with certain restrictive covenants contained in the
Indenture, in each case upon irrevocable deposit with the Trustee in trust of
money or U.S. government securities (as described in the Indenture) or a
combination thereof, which through the payment of interest and principal in
respect thereof in accordance with their terms will provide money in an amount
sufficient to discharge the principal of and interest on such Securities on the
Stated Maturity of such principal or interest.


The Indenture and this
Security shall be governed by and construed in accordance with the laws of the
State of New York, without regard to its conflicts of law rules.


As provided in the
Indenture, no recourse under or upon any obligation, covenant or agreement of
the Indenture, or of any Security or the coupons, if any, appertaining thereto,
or for any claim based thereon or otherwise in respect thereof, shall be had
against any incorporator, shareowner, officer or director, as such, past,
present or future, of the Company or of any successor corporation, either directly
or through the Company, whether by virtue of any constitution, statute or rule
of law, or by the enforcement of any assessment or penalty or otherwise; it
being expressly understood that the Indenture and the obligations under the
Securities issued thereunder are solely corporate obligations, and that no such
personal liability whatever shall attach to, or is or shall be incurred by, the
incorporators, shareowners, officers or directors, as such, of the Company or
of any successor corporation, or any of them, because of the creation of the
indebtedness hereby authorized, or under or by reason of the obligations,
covenants or agreements contained in this Indenture or in any of the Securities
or the coupons, if any, appertaining thereto or implied therefrom; and that any
and all such personal liability, either at common law or in equity or by
constitution or statute, of, and any and all such rights and claims against,
every such incorporator, shareowner, officer or director, as such, because of
the creation of the indebtedness hereby, or under or by reason of the
obligations, covenants or agreements contained in the Indenture, are hereby
expressly waived and released as a condition of, and as a consideration for,
the execution of the Indenture and the issuance of the Securities.







[FORM OF ASSIGNMENT]


To assign this Security,
fill in the form below:


                         I
or we assign and transfer this Security to


(Print or type assignee’s name, address and zip
code)


(Insert assignee’s soc. sec. or tax I.D. No.)


	
   

  	
   

  
	
   

  	
  and irrevocably appoint
  ________________ as agent for the transfer of this Security on the books of
  the Company. The agent may substitute another to act for him.

  
	
  


  	
  


  






	
   

  	
   

  	
   

  
	
  Date:

  	
    Your Signature:

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature Guarantee:  

  	
   

  	
   

  
	
   

  	
  


  	
   

  
	
   

  	
       (Signature
  must be guaranteed)

  	
   

  



Sign exactly as your name
appears on the other side of this Security.


The signature(s) should be
guaranteed by an eligible guarantor institution (banks, stockbrokers, savings
and loan associations and credit unions with membership in an approved
signature guarantee medallion program), pursuant to S.E.C. Rule 17Ad-15.


THE REMAINDER OF THIS FORM
OF ASSIGNMENT SHALL NOT BE INCLUDED IN THE SECURITIES WHICH HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT.


In connection with any transfer
or exchange of any of the Securities evidenced by this certificate occurring
prior to the date that is two years after the later of the date of original
issuance of such Securities and the last date, if any, on which such Securities
were owned by the Company or any Affiliate of the Company, the undersigned
confirms that such Securities are being:


CHECK ONE BOX BELOW: 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1

  	
  o

  	
  acquired for the
  undersigned’s own account, without transfer; or

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2

  	
  o

  	
  transferred to the
  Company; or

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3

  	
  o

  	
  transferred pursuant to
  and in compliance with Rule 144A under the Securities Act of 1933, as amended
  (the “Securities Act”); or

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4

  	
  o

  	
  transferred pursuant to an
  effective registration statement under the Securities Act; or

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5

  	
  o

  	
  transferred pursuant to and
  in compliance with Regulation S under the Securities Act; or

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6

  	
  o

  	
  transferred to an
  institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3)
  or (7) under the Securities Act), that has furnished to the Trustee a signed
  letter containing certain representations and agreements that it is acquiring
  this Security for investment and not with a view to, or for offer or sale in
  connection with, any distribution (as contemplated in the Securities Act) or
  fractionalization thereof or with any intention of reselling this Security or
  any part thereof, subject to any requirement of 

  









	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  law that the disposition
  of its property will be at all times within its control and subject to its
  ability to resell this Security pursuant to Rule 144A, Regulation S or other
  exemption from registration available under the Securities Act; or

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  7

  	
  o

  	
  transferred pursuant to
  another available exemption from the registration requirements of the
  Securities Act.

  



Unless one of the boxes is
checked, the Trustee will refuse to register any of the Securities evidenced by
this certificate in the name of any person other than the registered holder
thereof; provided, however, that
if box (5), (6) or (7) is checked, the Trustee or the Company may require,
prior to registering any such transfer of the Securities, in their sole
discretion, such legal opinions, certifications and other information as the
Trustee or the Company may reasonably request to confirm that such transfer is
being made pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act, such as the exemption
provided by Rule 144 under such Act.


	
   

  	
   

  	
   

  
	
   

  	
  Signature     

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature Guarantee:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  


  	
   

  	
   

  
	
  (Signature must be
  guaranteed)

  	
  Signature     

  	
   

  
	
   

  	
   

  	
   

  
	
  


  	
  


  	
  

  



The signature(s) should be
guaranteed by an eligible guarantor institution (banks, stockbrokers, savings
and loan associations and credit unions with membership in an approved
signature guarantee medallion program), pursuant to S.E.C. Rule 17Ad-15.


TO BE COMPLETED BY PURCHASER IF (1)
OR (3) ABOVE IS CHECKED. 


                    The
undersigned represents and warrants that it is purchasing this Security for its
own account or an account with respect to which it exercises sole investment
discretion and that it and any such account is a “qualified institutional
buyer” within the meaning of Rule 144A under the Securities Act, and is aware
that the sale to it is being made in reliance on Rule 144A and acknowledges
that it has received such information regarding the Company as the undersigned
has requested pursuant to Rule 144A or has determined not to request such
information and that it is aware that the transferor is relying upon the
undersigned’s foregoing representations in order to claim the exemption from
registration provided by Rule 144A.


	
   

  	
   

  
	
  


  	
   

  
	
  Dated:

  









SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY


The following increases or decreases in this Global Security have
been
made


	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date of 

Exchange 

  	
  Amount
of increase in 

Principal Amount of 
this
Global Security 

  	
  Amount
of decrease 

in Principal Amount 

of this Global 

Security 

  	
  Principal
Amount of 

this Global Security 

following each 

decrease or increase 

  	
  Signature
of 

authorized signatory 

of Trustee