Exhibit 10-c-4



ARVINMERITOR, INC.
 RESTRICTED STOCK
AGREEMENT



TO:[Name]



In accordance with Sections 8 and
12 of the 2004 Directors Stock Plan of ArvinMeritor, Inc. (the “Company”), and your election pursuant thereto, [__] shares of Common Stock of
the Company have been granted to you today as restricted shares of the Company’s common stock, in lieu of the retainer fee payable to you on
January 1, 200[_], in respect of your service on the Board of Directors (the “Board”) of the Company and your fees for attending meetings of
Board committees during the quarter ended December 31, 200[_]. These shares were valued at the closing price on the New York Stock Exchange —
Composite Transactions (“Closing Price”) on December 31, 200[_]. Additional shares will be granted to you as restricted shares of common
stock, in lieu of the retainer fees payable to you on April 1, 200[_], July 1, 200[_] and October 1, 200[_], valued at the Closing Price on the date
when each such payment of a retainer fee would otherwise be made in cash (such shares together with the shares granted today being herein called
“Restricted Shares”).



The Restricted Shares have been
granted to you upon the following terms and conditions:


	1.
	 	Earning of Restricted Shares






(a)If you (i) retire from the
Board after reaching age 72 and having served at least three years as a director, or (ii) resign from the Board or cease to be a director of the
Company by reason of the antitrust laws, compliance with the Company’s conflict of interest policies, death, disability, or other circumstances
the Board determines, in its sole discretion, not to be adverse to the best interests of the Company, you shall be deemed to have fully earned all the
Restricted Shares subject to this agreement.



(b)If you resign from the Board
or cease to be a director of the Company for any other reason, you shall be deemed not to have earned any of the Restricted Shares and shall have no
further rights with respect thereto.


	2.
	 	Retention of Certificates for Restricted
Shares






Certificates for the Restricted
Shares and any dividends or distributions thereon or in respect thereof that may be paid in additional shares of Common Stock, other securities of the
Company or securities of another entity (“Stock Dividends”), shall be delivered to and held by the Company, or such Restricted Shares or
Stock Dividends shall be registered in book entry form, subject to the Company’s instructions, until you shall have earned the Restricted Shares
in accordance with the provisions of paragraph 1. To facilitate implementation of the provisions of this agreement, you undertake to sign and deposit
with the Company’s Office of the Secretary a Stock Transfer Power in the form of Attachment 1 hereto with respect to the Restricted Shares and any
Stock Dividends thereon.


	3.
	 	Dividends and Voting Rights






Notwithstanding the retention by
the Company of certificates (or the right to give instructions with respect to shares held in book entry form) for the Restricted Shares and any Stock
Dividends, you shall be entitled to receive any dividends that may be paid in cash on, and to vote, the Restricted Shares and any Stock Dividends held
by the Company (or subject to its instructions) in accordance with paragraph 2, unless and until such shares have been forfeited in accordance with
paragraph 5.


	4.
	 	Delivery of Earned Restricted Shares






As promptly as practicable after
you shall have been deemed to have earned the Restricted Shares in accordance with paragraph 1, the Company shall deliver to you (or in the event of
your death, to your estate or any person who acquires your interest in the Restricted Shares by bequest or inheritance) the Restricted Shares, together
with any Stock Dividends then held by the Company (or subject to its instructions).


	5.
	 	Forfeiture of Unearned Restricted Shares






Notwithstanding any other
provision of this agreement, if at any time it shall become impossible for you to earn any of the Restricted Shares in accordance with this agreement,
all the Restricted Shares, together with any Stock Dividends, then being held by the Company (or subject to its instructions) in accordance with
paragraph 2














shall be forfeited, and you
shall have no further rights of any kind or nature with respect thereto. Upon any such forfeiture, the Restricted Shares, together with any Stock
Dividends, shall be transferred to the Company.


	6.
	 	Transferability






This grant is not transferable by
you otherwise than by will or by the laws of descent and distribution, and the Restricted Shares and any Stock Dividends shall be deliverable, during
your lifetime, only to you.


	7.
	 	Withholding






The Company shall have the right,
in connection with the delivery of the Restricted Shares and any Stock Dividends subject to this agreement, (i) to deduct from any payment otherwise
due by the Company to you or any other person receiving delivery of the Restricted Shares and any Stock Dividends an amount equal to any taxes required
to be withheld by law with respect to such delivery, (ii) to require you or any other person receiving such delivery to pay to it an amount sufficient
to provide for any such taxes so required to be withheld or (iii) to sell such number of the Restricted Shares and any Stock Dividends as may be
necessary so that the net proceeds of such sale shall be an amount sufficient to provide for any such taxes so required to be
withheld.


	8.
	 	Applicable Law






This agreement and the
Company’s obligation to deliver Restricted Shares and any Stock Dividends hereunder shall be governed by and construed and enforced in accordance
with the laws of Indiana and the Federal law of the United States.



ARVINMERITOR,
INC.


	By: 
	 	

[Name]
 [Title]






Attachment 1 — Stock Transfer Power



Dated: January 1, 200[_]



Agreed to this 1st day of January, 200[_]




[Name]





Address:




Social Security Number:







2













Attachment 1



STOCK TRANSFER POWER SEPARATE FROM
CERTIFICATE



FOR VALUE RECEIVED, I, [Name],
hereby sell, assign and transfer unto ArvinMeritor, Inc. (the “Company”) (i) the [__] shares of the Common Stock of the Company standing in
my name on the books of the Company evidenced by certificates or by book entry, granted to me on January 1, 200[_] as Restricted Shares pursuant to the
Company’s 2004 Directors Stock Plan; (ii) the additional shares (together with the shares granted on January 1, 200[_], the “Shares”) of
the Common Stock of the Company to be granted to me, in lieu of the retainer fees and per-meeting fees payable to me on April 1, 200[_], July 1, 200[_]
and October 1, 200[_], pursuant to the 2004 Directors Stock Plan and to be registered in my name on the books of the Company and evidenced by
certificates or by book entries dated on or about those dates; and (iii) any additional shares of the Company’s Common Stock, other securities
issued by the Company or securities of another entity (“Stock Dividends”) distributed, paid or payable on or in respect of the Shares and
Stock Dividends during the period the Shares are held by the Company pursuant to a certain Restricted Stock Agreement dated January 1, 200[_], with
respect to the Shares; and I do hereby irrevocably constitute and appoint 
 attorney with
full power of substitution in the premises to transfer the Shares on the books of the Company.



Dated: January 1, 200[_]





(Signature)



WITNESS:








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