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                                                                  Exhibit 10-k-4

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<S>                            <C>                         <C>
ArvinMeritor, Inc.             LARRY D. YOST               ARVINMERITOR, INC.
2135 West Maple Road           Chairman and CEO
Troy, MI  48084-7186
Telephone  248.435.3901
Facsimile  248.435.1487
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July 5, 2000
Thomas A. Madden
Troy, Michigan

Dear Tom:

We are pleased to extend to you our offer of employment for the position of
Senior Vice President and Chief Financial Officer effective as of the
consummation of the merger between Arvin Industries and Meritor Automotive, Inc.
on July 7, 2000. Subject to the approval of the ArvinMeritor Board of Directors,
you will become an elected officer of ArvinMeritor, effective July 7, 2000. In
this position, you will report to Larry Yost, Chairman and Chief Executive
Officer, and the Office of the Chairman, and be based in Troy, Michigan.

You will continue to receive your current monthly base salary. As in the past,
your salary will be reviewed in November of each year for possible adjustment
based on performance.

Please note that this offer is subject to formal approval by the ArvinMeritor
Compensation Committee of the Board of Directors. Discussions have been held
with members of the Meritor Compensation Committee, and we are confident that
the ArvinMeritor Compensation Committee will approve our offer.

Annual Incentive Plans

As a prior Meritor employee, you will continue to participate in the Meritor
FY2000 ICP through September 30, 2000 with actual performance based on
continuing operations assessed against targeted goals, excluding the impact of
the merger with Arvin.

You will be eligible to participate in the ArvinMeritor annual incentive plan
beginning in FY2001. We fully anticipate the ArvinMeritor plan will mirror
Meritor's current plan.

Long-Term Incentives

Your outstanding stock options and/or restricted shares will be converted, based
upon the agreed upon conversion ratio, into ArvinMeritor options and/or
restricted shares.

You will continue to participate in Meritor's FY1998-2000, FY1999-2001 and
FY2000-2002 LTIP Cash Performance Plan cycles that are underway at your current
target cash award level.

In addition you will be eligible to participate in ArvinMeritor's Long-Term
Incentives Plan (LTIP) beginning with the FY2001 annual stock option grant and
LTIP Performance Plan award.

     Note: You will receive additional information about ArvinMeritor's annual
     incentive and long term incentive plans during the first quarter of FY2001,
     which are expected to be the same as the current Meritor plan.

Special Merger Award

You will receive a special "merger award" as a lump-sum cash payment, upon
consummation of the merger in the amount of $310,000. You will be expected to
invest (net of all associated taxes) up to 50% of this lump-sum payment in
ArvinMeritor stock on or before October 31, 2000. This is necessary only to the
extent needed to fully achieve ArvinMeritor's executive stock ownership
guidelines. Since the ArvinMeritor stock ownership guidelines mirror Meritor's
guidelines, your obligation under the stock ownership guidelines do not change.

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July 5, 2000
Page Two

Benefits

You will be eligible, based upon your position/compensation level, for all the
regular ArvinMeritor health, welfare, retirement and other employee benefit
programs. We are currently in the process of developing a plan to consolidate
the Arvin and Meritor benefit programs and defining the ArvinMeritor benefit
package which will be substantially comparable in the aggregate to the Arvin and
Meritor benefit plans. The ArvinMeritor integration plans provide for the
creation of a single ArvinMeritor benefits structure to be effective January 1,
2001.

Through December 31, 2000, your employee benefits will remain in effect as they
were before the merger. You will continue to participate in various benefit
plans formerly sponsored by Meritor at the location through which you were paid.
Former Arvin locations will continue to provide the Arvin benefit plans and
former Meritor locations will continue to provide the Meritor benefit plans.

The only change that you will experience is that, if you participate in the
Savings Plan, your matching contributions will now be received in ArvinMeritor
stock and any employee contributions that you direct to an employer stock fund
will now be received in ArvinMeritor stock. In addition, your existing balances
in the Meritor stock funds will be converted to ArvinMeritor stock.

As an officer of ArvinMeritor, the following additional benefits will continue:

-    Club Membership

-    Company Car

-    Financial Counseling

-    Executive Physical Examination

-    Personal Excess Liability Coverage

Severance Benefits

Tom, we are convinced you will be a valued employee of ArvinMeritor, however, in
the event your employment with ArvinMeritor is terminated, you will be eligible
for certain severance benefits as follows:

-    By ArvinMeritor Without Cause

         -    Accrued obligations;

         -    Monthly severance pay for a period of 12 to 36 months, taking into
              consideration years of service and other factors as may be
              determined by the Compensation Committee;

         -    Pro-rata annual incentive bonus participation for the time
              actually worked in the fiscal year of termination;

         -    Benefit continuation for the period base salary is continued;

         -    Immediate vesting of all outstanding stock options;

         -    Payment of all vested benefits under the retirement and savings
              plans;

         -    Outplacement services;

         -    Extend time to exercise options to three years (if terminated on
              or before July 7, 2003), but not beyond the expiration date
              specified in the grant;

         -    Pro-rata participation in the cash portion of any long-term
              incentive cycles that began more than one year prior to date of
              termination; and

         -    No mitigation.

-    By ArvinMeritor for Cause (Cause defined as continued and willful failure
     to perform duties; gross misconduct which is materially and demonstrably
     injurious to ArvinMeritor; or conviction of or pleading guilty or no
     contest to a (a) felony or (b) other crime which materially and adversely
     affects ArvinMeritor)

         -    Accrued obligations and vested plan benefits under the retirement
              and savings plans;

         -    Forfeit all unvested long-term incentive awards, both stock
              options and cash portions of any long term incentive cycles; and

         -    Forfeit eligibility to receive an annual incentive award

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July 5, 2000
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-    By the Executive for Any Reason (other than death or disability)

         -    Accrued obligations and vested plan benefits under the retirement
              and savings plans.

-    Death

         -    Accrued obligations;

         -    Pro-rata annual incentive bonus participation for the time
              actually worked in the year of death;

         -    Immediate vesting of all outstanding stock options;

         -    Pro-rata cash portion of any long-term incentive cycles that began
              more than one year prior to the date of death;

         -    Medical benefit continuation for your spouse and other dependents
              for six months 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) or under a
              company-sponsored retiree medical program if applicable;

         -    Payment of all vested benefits under the retirement and savings
              plans; and

         -    Options may be exercised in accordance with the provisions of
              the grant.

-    Disability (Disability 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 will result in either
     full salary continuation for the entire six-month period or a combination
     of salary continuation and reduced payments for said six-month period. If
     you are unable to perform your job duties, following the aforementioned
     six-month period, you will be placed on long-term disability and receive
     benefits under the provisions of that program. Following a one-year period
     on long-term disability, eligibility for continued coverage will be based
     on your inability to perform any job for which you are qualified by
     education, training or experience.)

         -    Accrued obligations;

         -    Pro-rata annual incentive bonus participation for the time
              actually worked or on salary continuance during disability;

         -    Pro-rata cash portion of any long-term incentive cycles that began
              more than one year prior to the end of salary continuance;

         -    Continuation of the vesting and option exercising rules for equity
              incentive awards;

         -    Medical and life insurance benefits will be provided on the same
              terms as if you were employed;

         -    In accordance with the retirement plan provisions you will
              continue to earn vesting service but not credited service for the
              purpose of determining your plan benefit;

         -    In accordance with the savings plan provisions you will continue
              to earn vesting service; and

         -    Following the end of your salary continuation period, dental
              benefits can be continued on a full contributory basis.

Reimbursement of Legal Fees

You will be reimbursed any legal fees incurred in connection with enforcing this
agreement.

You have previously agreed to and signed Meritor's "Mutual Agreement to
Arbitrate Claims" and the Meritor "Standards of Business Conduct and Conflict of
Interest Certificate". Even though these are Meritor documents, it is expected
they will be applicable with ArvinMeritor after the merger.

In the event you leave employment of ArvinMeritor for any reason you agree that
for a period of 18 months following your departure, you will not solicit for
employment any ArvinMeritor employee. You also agree that you will not disclose,
nor will you use any ArvinMeritor proprietary information.

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July 5, 2000
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Tom, we feel you will make a significant contribution to the ArvinMeritor
organization and we also believe the Company will furnish you a rewarding
opportunity. On behalf of the Board, I welcome you to ArvinMeritor!

If you have any questions about your employment terms, please contact Gary
Collins, Senior Vice President, Human Resources, at 248-435-1060.

Sincerely,


/s/ Larry Yost                                      /s/ Bill Hunt
Larry D. Yost                                       V. William Hunt
Chairman and Chief Executive Officer                Vice Chairman and President
ArvinMeritor, Inc.                                  ArvinMeritor, Inc.



                                 ACCEPTED:



                                 /s/ Thomas A. Madden                    7/7/0
                                ---------------------                    -----
                                     Thomas A. Madden                     Date

cc:   G. Collins
      R. Mack