Exhibit 10 (I)

                      EMPLOYMENT AGREEMENT



      AGREEMENT by and between Arvin Industries, Inc., an Indiana
corporation  (the "Company") and               (the "Executive"),
dated as of the ___ day of _______, 1995.

      The  Board  of Directors of the Company (the "Board"),  has
determined  that it is in the best interests of the  Company  and
its  shareholders  to  assure that  the  Company  will  have  the
continued  dedication  of  the  Executive,  notwithstanding   the
possibility,  threat  or occurrence of a Change  of  Control  (as
defined  below)  of  the  Company.   The  Board  believes  it  is
imperative  to  diminish  the  inevitable  distraction   of   the
Executive  by  virtue  of  the personal uncertainties  and  risks
created  by  a  pending or threatened Change of  Control  and  to
encourage  the Executive's full attention and dedication  to  the
Company  currently and in the event of any threatened or  pending
Change of Control, and to provide the Executive with compensation
and  benefits arrangements upon a Change of Control which  ensure
that  the compensation and benefits expectations of the Executive
will  be satisfied and which are competitive with those of  other
corporations.    Therefore,   in  order   to   accomplish   these
objectives, the Board has caused the Company to enter  into  this
Agreement.

     NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

     1.  Certain Definitions.

           (a)   The  "Effective Date" shall mean the first  date
     during  the Change of Control Period (as defined in  Section
     1(b)) on which a Change of Control (as defined in Section 2)
     occurs.    Anything  in  this  Agreement  to  the   contrary
     notwithstanding, if a Change of Control occurs  and  if  the
     Executive's employment with the Company is terminated  prior
     to the date on which the Change of Control occurs, and if it
     is  reasonably  demonstrated  by  the  Executive  that  such
     termination of employment (i) was at the request of a  third
     party who has taken steps reasonably calculated to effect  a
     Change of Control or (ii) otherwise arose in connection with
     or  anticipation  of  a  Change of  Control,  then  for  all
     purposes  of this Agreement the "Effective Date" shall  mean
     the  date  immediately prior to the date of such termination
     of employment.

           (b)   The  "Change of Control Period" shall  mean  the
     period commencing on the date hereof and ending on the third
     anniversary  of  the  date hereof; provided,  however,  that
     commencing  on the date one year after the date hereof,  and
     on  each annual anniversary of such date (such date and each
     annual anniversary thereof shall be hereinafter referred  to
     as  the  "Renewal Date"), unless previously terminated,  the
     Change  of Control Period shall be automatically extended so
     as  to  terminate three years from such Renewal Date, unless
     at least 60 days prior to the Renewal Date the Company shall
     give  notice  to  the Executive that the Change  of  Control
     Period shall not be so extended.

     2.  Change of Control.  For the purpose of this Agreement, a
"Change of Control" shall mean:

          (a)  The acquisition by any individual, entity or group
     (within the meaning of Section 13(d)(3) or 14(d)(2)  of  the
     Securities  Exchange Act of 1934, as amended (the  "Exchange
     Act"))  (a  "Person")  of beneficial ownership  (within  the
     meaning of Rule 13d-3 promulgated under the Exchange Act) of
     20%  or  more of either (i) the then outstanding  shares  of
     common stock of the Company (the "Outstanding Company Common
     Stock")  or  (ii)  the combined voting  power  of  the  then
     outstanding  voting  securities of the Company  entitled  to
     vote   generally   in   the  election  of   directors   (the
     "Outstanding Company Voting Securities"); provided, however,
     that  for  purposes  of this subsection (a),  the  following
     acquisitions shall not constitute a Change of Control:   (i)
     any   acquisition  directly  from  the  Company,  (ii)   any
     acquisition  by  the Company, (iii) any acquisition  by  any
     employee  benefit  plan  (or  related  trust)  sponsored  or
     maintained  by the Company or any corporation controlled  by
     the  Company  or  (iv) any acquisition  by  any  corporation
     pursuant  to a transaction which complies with clauses  (i),
     (ii) and (iii) of subsection (c) of this Section 2; or

          (b)  Individuals who, as of the date hereof, constitute
     the  Board  (the "Incumbent Board") cease for any reason  to
     constitute  at  least  a majority of  the  Board;  provided,
     however,  that any individual becoming a director subsequent
     to  the  date  hereof  whose  election,  or  nomination  for
     election  by the Company's shareholders, was approved  by  a
     vote of at least a majority of the directors then comprising
     the  Incumbent  Board  shall be considered  as  though  such
     individual  were  a  member  of  the  Incumbent  Board,  but
     excluding,  for  this  purpose, any  such  individual  whose
     initial assumption of office occurs as a result of an actual
     or  threatened election contest with respect to the election
     or  removal  of  directors  or other  actual  or  threatened
     solicitation  of proxies or consents by or on  behalf  of  a
     Person other than the Board; or

           (c)   Consummation  of  a  reorganization,  merger  or
     consolidation  or  sale  or  other  disposition  of  all  or
     substantially all of the assets of the Company (a  "Business
     Combination"), in each case, unless, following such Business
     Combination, (i) all or substantially all of the individuals
     and  entities  who were the beneficial owners, respectively,
     of   the  Outstanding Company Common Stock  and  Outstanding
     Company Voting Securities immediately prior to such Business
     Combination  beneficially own, directly or indirectly,  more
     than  50%  of, respectively, the then outstanding shares  of
     common  stock  and  the combined voting power  of  the  then
     outstanding voting securities entitled to vote generally  in
     the  election  of  directors, as the case  may  be,  of  the
     corporation   resulting  from  such   Business   Combination
     (including,  without limitation, a corporation  which  as  a
     result  of  such  transaction owns the  Company  or  all  or
     substantially all of the Company's assets either directly or
     through one or more subsidiaries) in substantially the  same
     proportions  as their ownership, immediately prior  to  such
     Business Combination of the Outstanding Company Common Stock
     and  Outstanding Company Voting Securities, as the case  may
     be, (ii) no Person (excluding any corporation resulting from
     such  Business Combination or any employee benefit plan  (or
     related  trust) of the Company or such corporation resulting
     from  such Business Combination) beneficially owns, directly
     or  indirectly,  20%  or  more of,  respectively,  the  then
     outstanding  shares  of  common  stock  of  the  corporation
     resulting  from  such Business Combination or  the  combined
     voting  power  of the then outstanding voting securities  of
     such  corporation except to the extent that  such  ownership
     existed prior to the Business Combination and (iii) at least
     a  majority of the members of the board of directors of  the
     corporation  resulting from such Business  Combination  were
     members  of the Incumbent Board at the time of the execution
     of  the  initial agreement, or of the action of  the  Board,
     providing for such Business Combination; or

           (d)  Approval by the shareholders of the Company of  a
     complete liquidation or dissolution of the Company.

      3.   Employment  Period.   The  Company  hereby  agrees  to
continue  the  Executive in its employ, and the Executive  hereby
agrees  to  remain in the employ of the Company  subject  to  the
terms and conditions of this Agreement, for the period commencing
on the Effective Date and ending on the third anniversary of such
date (the "Employment Period").

     4.  Terms of Employment.

          (a)  Position and Duties.

                 (i)   During  the  Employment  Period,  (A)  the
          Executive's position (including status, offices, titles
          and  reporting  requirements),  authority,  duties  and
          responsibilities shall be at least commensurate in  all
          material  respects with the most significant  of  those
          held,  exercised  and assigned at any time  during  the
          120-day period immediately preceding the Effective Date
          and (B) the Executive's services shall be performed  at
          the   location   where  the  Executive   was   employed
          immediately preceding the Effective Date or any  office
          or location less than 35 miles from such location.

                (ii)  During the Employment Period, and excluding
          any  periods  of vacation and sick leave to  which  the
          Executive  is entitled, the Executive agrees to  devote
          reasonable  attention and time during  normal  business
          hours  to the business and affairs of the Company  and,
          to    the    extent   necessary   to   discharge    the
          responsibilities  assigned to the Executive  hereunder,
          to  use  the  Executive's reasonable  best  efforts  to
          perform     faithfully     and     efficiently     such
          responsibilities.   During  the  Employment  Period  it
          shall  not  be  a violation of this Agreement  for  the
          Executive   to  (A)  serve  on  corporate,   civic   or
          charitable boards or committees, (B) deliver  lectures,
          fulfill  speaking engagements or teach  at  educational
          institutions  and (C) manage personal  investments,  so
          long  as such activities do not significantly interfere
          with     the    performance    of    the    Executive's
          responsibilities  as  an employee  of  the  Company  in
          accordance  with  this  Agreement.   It  is   expressly
          understood and agreed that to the extent that any  such
          activities  have been conducted by the Executive  prior
          to  the  Effective Date, the continued conduct of  such
          activities  (or  the conduct of activities  similar  in
          nature  and scope thereto) subsequent to the  Effective
          Date  shall not thereafter be deemed to interfere  with
          the performance of the Executive's responsibilities  to
          the Company.

          (b)  Compensation.

                (i)   Base Salary.  During the Employment Period,
          the  Executive  shall  receive an  annual  base  salary
          ("Annual  Base  Salary"), which  shall  be  paid  at  a
          monthly  rate,  at  least equal  to  twelve  times  the
          highest  monthly base salary paid or payable, including
          any base salary which has been earned but deferred,  to
          the   Executive  by  the  Company  and  its  affiliated
          companies   in  respect  of  the  twelve-month   period
          immediately preceding the month in which the  Effective
          Date  occurs.  During the Employment Period, the Annual
          Base  Salary shall be reviewed no more than  12  months
          after the last salary increase awarded to the Executive
          prior  to  the Effective Date and thereafter  at  least
          annually.  Any increase in Annual Base Salary shall not
          serve  to limit or reduce any other obligation  to  the
          Executive  under  this Agreement.  Annual  Base  Salary
          shall  not be reduced after any such increase  and  the
          term  Annual Base Salary as utilized in this  Agreement
          shall refer to Annual Base Salary as so increased.   As
          used in this Agreement, the term "affiliated companies"
          shall include any company controlled by, controlling or
          under common control with the Company.

                (ii)   Annual Bonus.  In addition to Annual  Base
          Salary, the Executive shall be awarded, for each fiscal
          year  ending  during the Employment Period,  an  annual
          bonus  (the "Annual Bonus") in cash at least  equal  to
          the  Executive's  highest  bonus  under  the  Company's
          annual  cash  bonus  incentive plan or  any  comparable
          bonus under any predecessor or successor  plan, for the
          last  three  full fiscal years prior to  the  Effective
          Date  (annualized in the event that the  Executive  was
          not  employed  by  the Company for the  whole  of  such
          fiscal  year) (the "Recent Annual Bonus").   Each  such
          Annual Bonus shall be paid no later than the end of the
          third  month  of  the  fiscal year next  following  the
          fiscal  year  for  which the Annual Bonus  is  awarded,
          unless  the Executive shall elect to defer the  receipt
          of such Annual Bonus.

                (iii)   Incentive, Savings and Retirement  Plans.
          During  the Employment Period, the Executive  shall  be
          entitled  to participate in all incentive, savings  and
          retirement  plans,  practices,  policies  and  programs
          applicable  generally to other peer executives  of  the
          Company  and its affiliated companies, but in no  event
          shall  such  plans,  practices, policies  and  programs
          provide  the  Executive  with  incentive  opportunities
          (measured  with  respect to both  regular  and  special
          incentive  opportunities, to the extent, if  any,  that
          such  distinction is applicable), savings opportunities
          and  retirement benefit opportunities,  in  each  case,
          less   favorable,  in  the  aggregate,  than  the  most
          favorable  of  those provided by the  Company  and  its
          affiliated  companies  for  the  Executive  under  such
          plans, practices, policies and programs as in effect at
          any   time   during  the  120-day  period   immediately
          preceding  the Effective Date or if more  favorable  to
          the  Executive, those provided generally  at  any  time
          after  the  Effective Date to other peer executives  of
          the Company and its affiliated companies.

                 (iv)    Welfare  Benefit  Plans.    During   the
          Employment Period, the Executive and/or the Executive's
          family,  as  the  case may be, shall  be  eligible  for
          participation  in and shall receive all benefits  under
          welfare benefit plans, practices, policies and programs
          provided  by  the Company and its affiliated  companies
          (including,  without limitation, medical, prescription,
          dental,   disability,  employee   life,   group   life,
          accidental  death and travel accident  insurance  plans
          and  programs)  to the extent applicable  generally  to
          other peer executives of the Company and its affiliated
          companies, but in no event shall such plans, practices,
          policies  and  programs  provide  the  Executive   with
          benefits  which  are less favorable, in the  aggregate,
          than  the  most  favorable of  such  plans,  practices,
          policies  and  programs in effect for the Executive  at
          any   time   during  the  120-day  period   immediately
          preceding  the Effective Date or, if more favorable  to
          the  Executive, those provided generally  at  any  time
          after  the  Effective Date to other peer executives  of
          the Company and its affiliated companies.

                (v)  Expenses.  During the Employment Period, the
          Executive   shall   be  entitled  to   receive   prompt
          reimbursement for all reasonable expenses  incurred  by
          the  Executive  in  accordance with the most  favorable
          policies,  practices and procedures of the Company  and
          its affiliated companies in effect for the Executive at
          any   time   during  the  120-day  period   immediately
          preceding  the Effective Date or, if more favorable  to
          the  Executive,  as  in effect generally  at  any  time
          thereafter with respect to other peer executives of the
          Company and its affiliated companies.

                (vi)   Fringe  Benefits.  During  the  Employment
          Period,  the  Executive  shall be  entitled  to  fringe
          benefits,  including,  without  limitation,   tax   and
          financial planning services, payment of club dues, and,
          if  applicable,  use of an automobile  and  payment  of
          related expenses, in accordance with the most favorable
          plans,  practices, programs and policies of the Company
          and   its  affiliated  companies  in  effect  for   the
          Executive  at  any  time  during  the  120-day   period
          immediately  preceding the Effective Date or,  if  more
          favorable  to the Executive, as in effect generally  at
          any   time  thereafter  with  respect  to  other   peer
          executives of the Company and its affiliated companies.

                (vii)   Office  and  Support Staff.   During  the
          Employment  Period, the Executive shall be entitled  to
          an office or offices of a size and with furnishings and
          other   appointments,   and   to   exclusive   personal
          secretarial and other assistance, at least equal to the
          most  favorable  of  the  foregoing  provided  to   the
          Executive  by the Company and its affiliated  companies
          at  any  time  during  the 120-day  period  immediately
          preceding  the Effective Date or, if more favorable  to
          the  Executive,  as  provided  generally  at  any  time
          thereafter with respect to other peer executives of the
          Company and its affiliated companies.

                (viii)   Vacation.  During the Employment Period,
          the  Executive  shall be entitled to paid  vacation  in
          accordance  with  the most favorable  plans,  policies,
          programs   and  practices  of  the  Company   and   its
          affiliated companies as in effect for the Executive  at
          any   time   during  the  120-day  period   immediately
          preceding  the Effective Date or, if more favorable  to
          the  Executive,  as  in effect generally  at  any  time
          thereafter with respect to other peer executives of the
          Company and its affiliated companies.

     5.  Termination of Employment.

           (a)   Death or Disability.  The Executive's employment
     shall  terminate  automatically upon the  Executive's  death
     during the Employment Period.  If the Company determines  in
     good faith that the Disability of the Executive has occurred
     during the Employment Period (pursuant to the definition  of
     Disability  set forth below), it may give to  the  Executive
     written  notice  in accordance with Section  12(b)  of  this
     Agreement  of  its  intention to terminate  the  Executive's
     employment.  In such  event, the Executive's employment with
     the  Company shall terminate effective on the 30th day after
     receipt  of  such  notice by the Executive (the  "Disability
     Effective  Date"), provided that, within the 30  days  after
     such  receipt,  the  Executive shall not  have  returned  to
     full-time  performance  of  the  Executive's  duties.    For
     purposes  of  this Agreement, "Disability"  shall  mean  the
     absence  of  the Executive from the Executive's duties  with
     the  Company  on  a  full-time  basis  for  180  consecutive
     business  days as a result of incapacity due  to  mental  or
     physical  illness  which  is  determined  to  be  total  and
     permanent  by  a  physician selected by the Company  or  its
     insurers  and acceptable to the Executive or the Executive's
     legal representative.

           (b)  Cause.  The Company may terminate the Executive's
     employment  during  the Employment Period  for  Cause.   For
     purposes of this Agreement, "Cause" shall mean:

                (i)   the  willful and continued failure  of  the
          Executive  to  perform  substantially  the  Executive's
          duties with the Company or one of its affiliates (other
          than any such failure resulting from incapacity due  to
          physical or mental illness), after a written demand for
          substantial  performance is delivered to the  Executive
          by  the  Board  or the Chief Executive Officer  of  the
          Company  which  specifically identifies the  manner  in
          which  the  Board  or Chief Executive Officer  believes
          that the Executive has not substantially performed  the
          Executive's duties, or

                (ii)   the  willful engaging by the Executive  in
          illegal conduct or gross misconduct which is materially
          and demonstrably injurious to the Company.

For  purposes of this provision, no act or failure to act, on the
part of the Executive, shall be considered "willful" unless it is
done,  or  omitted to be done, by the Executive in bad  faith  or
without reasonable belief that the Executive's action or omission
was in the best interests of the Company.  Any act, or failure to
act,  based  upon  authority given pursuant to a resolution  duly
adopted  by  the  Board  or upon the instructions  of  the  Chief
Executive  Officer or a senior officer of the  Company  or  based
upon  the advice of counsel for the Company shall be conclusively
presumed  to be done, or omitted to be done, by the Executive  in
good  faith  and  in  the best interests  of  the  Company.   The
cessation  of employment of the Executive shall not be deemed  to
be  for Cause unless and until there shall have been delivered to
the  Executive  a  copy  of  a resolution  duly  adopted  by  the
affirmative  vote of not less than three-quarters of  the  entire
membership of the Board at a meeting of the Board called and held
for  such  purpose (after reasonable notice is  provided  to  the
Executive  and  the  Executive is given an opportunity,  together
with   counsel, to be heard before the Board), finding  that,  in
the  good faith opinion of the Board, the Executive is guilty  of
the  conduct  described in subparagraph (i) or  (ii)  above,  and
specifying the particulars thereof in detail.

           (c)   Good Reason.  The Executive's employment may  be
     terminated  by the Executive for Good Reason.  For  purposes
     of this Agreement, "Good Reason" shall mean:

               (i)  the assignment to the Executive of any duties
          inconsistent  in  any  respect  with  the   Executive's
          position   (including  status,  offices,   titles   and
          reporting    requirements),   authority,   duties    or
          responsibilities  as contemplated by  Section  4(a)  of
          this  Agreement,  or any other action  by  the  Company
          which   results  in  a  diminution  in  such  position,
          authority,  duties or responsibilities,  excluding  for
          this purpose an isolated, insubstantial and inadvertent
          action not taken in bad faith and which is remedied  by
          the  Company  promptly after receipt of notice  thereof
          given by the Executive;

                (ii)   any failure by the Company to comply  with
          any   of  the  provisions  of  Section  4(b)  of   this
          Agreement,  other  than an isolated, insubstantial  and
          inadvertent  failure not occurring  in  bad  faith  and
          which is remedied by the Company promptly after receipt
          of notice thereof given by the Executive;

               (iii)  the Company's requiring the Executive to be
          based  at any office or location other than as provided
          in Section 4(a)(i)(B) hereof or the Company's requiring
          the  Executive  to  travel on  Company  business  to  a
          substantially greater extent than required  immediately
          prior to the Effective Date;

                (iv)  any purported termination by the Company of
          the  Executive's employment otherwise than as expressly
          permitted by this Agreement; or

               (v)  any failure by the Company to comply with and
          satisfy Section 11(c) of this Agreement.

For  purposes  of this Section 5(c), any good faith determination
of  "Good  Reason"  made by the Executive  shall  be  conclusive.
Anything  in  this  Agreement to the contrary notwithstanding,  a
termination  by  the Executive for any reason during  the  30-day
period  immediately  following  the  first  anniversary  of   the
Effective  Date  shall  be deemed to be a  termination  for  Good
Reason for all purposes of this Agreement.

           (d)   Notice of Termination.  Any termination  by  the
     Company  for  Cause, or by the Executive  for  Good  Reason,
     shall  be communicated by Notice of Termination to the other
     party hereto given in accordance with Section 12(b) of  this
     Agreement.   For purposes of this Agreement,  a  "Notice  of
     Termination" means a written notice which (i) indicates  the
     specific  termination  provision in  this  Agreement  relied
     upon,   (ii)  to  the  extent  applicable,  sets  forth   in
     reasonable  detail  the facts and circumstances  claimed  to
     provide   a   basis  for  termination  of  the   Executive's
     employment under the provision so indicated and (iii) if the
     Date  of  Termination (as defined below) is other  than  the
     date  of  receipt of such notice, specifies the  termination
     date  (which date shall be not more than thirty  days  after
     the giving of such notice).  The failure by the Executive or
     the  Company  to set forth in the Notice of Termination  any
     fact  or circumstance which contributes to a showing of Good
     Reason  or  Cause shall not waive any right of the Executive
     or  the  Company,  respectively, hereunder or  preclude  the
     Executive or the Company, respectively, from asserting  such
     fact  or  circumstance in enforcing the Executive's  or  the
     Company's rights hereunder.

           (e)  Date of Termination.  "Date of Termination" means
     (i)  if  the  Executive's employment is  terminated  by  the
     Company for Cause, or by the Executive for Good Reason,  the
     date  of  receipt of the Notice of Termination or any  later
     date  specified  therein, as the case may be,  (ii)  if  the
     Executive's  employment is terminated by the  Company  other
     than  for Cause or Disability, the Date of Termination shall
     be  the date on which the Company notifies the Executive  of
     such termination and (iii) if the Executive's employment  is
     terminated  by reason of death or Disability,  the  Date  of
     Termination  shall be the date of death of the Executive  or
     the Disability Effective Date, as the case may be.

     6.  Obligations of the Company Upon Termination.

           (a)   Good  Reason;  Other Than for  Cause,  Death  or
     Disability.   If, during the Employment Period, the  Company
     shall  terminate the Executive's employment other  than  for
     Cause   or  Disability  or  the  Executive  shall  terminate
     employment for Good Reason:

                (i)  the Company shall pay to the Executive in  a
          lump  sum  in  cash within 30 days after  the  Date  of
          Termination the aggregate of the following amounts:

                     A.   the  sum of (1) the Executive's  Annual
               Base Salary through the Date of Termination to the
               extent  not  theretofore paid, (2) the product  of
               (x)  the higher of (I) the Recent Annual Bonus and
               (II)  the  Annual Bonus paid or payable, including
               any bonus or portion thereof which has been earned
               but  deferred (and annualized for any fiscal  year
               consisting  of  less than twelve  full  months  or
               during  which the Executive was employed for  less
               than  twelve full  months), for the most  recently
               completed   fiscal  year  during  the   Employment
               Period,  if any (such higher amount being referred
               to  as  the  "Highest Annual  Bonus")  and  (y)  a
               fraction, the numerator of which is the number  of
               days  in the current fiscal year through the  Date
               of  Termination, and the denominator of  which  is
               365  and  (3) any compensation previously deferred
               by   the  Executive  (together  with  any  accrued
               interest  or  earnings thereon)  and  any  accrued
               vacation  pay,  in  each case to  the  extent  not
               theretofore paid (the sum of the amounts described
               in  clauses (1), (2), and (3) shall be hereinafter
               referred to as the "Accrued Obligations"); and

                     B.   the amount equal to the product of  (1)
               three  and  (2)  the  sum of (x)  the  Executive's
               Annual  Base  Salary  and (y) the  Highest  Annual
               Bonus; and

                     C.  an amount equal to the excess of (a) the
               actuarial  equivalent  of the  benefit  under  the
               Company's  qualified  defined  benefit  retirement
               plan  (the "Retirement Plan") (utilizing actuarial
               assumptions  no  less favorable to  the  Executive
               than   those   in   effect  under  the   Company's
               Retirement Plan immediately prior to the Effective
               Date),  and  any excess or supplemental retirement
               plan   in   which   the   Executive   participates
               (together,  the "SERP") which the Executive  would
               receive  if  the Executive's employment  continued
               for  three  years  after the Date  of  Termination
               assuming   for  this  purpose  that  all   accrued
               benefits are fully vested, and, assuming that  the
               Executive's  compensation in  each  of  the  three
               years  is  that  required by Section  4(b)(i)  and
               Section   4(b)(ii),   over   (b)   the   actuarial
               equivalent of the Executive's actual benefit (paid
               or payable), if any, under the Retirement Plan and
               the SERP as of the Date of Termination;

                (ii)  for three years after the Executive's  Date
          of  Termination,  or  such  longer  period  as  may  be
          provided by the terms of the appropriate plan, program,
          practice or policy, the Company shall continue benefits
          to the Executive and/or the Executive's family at least
          equal  to those which would have been provided to  them
          in  accordance with the plans, programs, practices  and
          policies   described  in  Section  4(b)(iv)   of   this
          Agreement  if the Executive's employment had  not  been
          terminated  or, if more favorable to the Executive,  as
          in effect generally at any time thereafter with respect
          to  other  peer  executives  of  the  Company  and  its
          affiliated  companies  and  their  families,  provided,
          however, that if the Executive becomes reemployed  with
          another employer and is eligible  to receive medical or
          other  welfare benefits under another employer provided
          plan,  the medical and other welfare benefits described
          herein shall be secondary to those provided under  such
          other   plan   during   such   applicable   period   of
          eligibility.   For purposes of determining  eligibility
          (but  not the time of commencement of benefits) of  the
          Executive for retiree benefits pursuant to such  plans,
          practices,  programs and policies, the Executive  shall
          be  considered  to have remained employed  until  three
          years after the Date of Termination and to have retired
          on the last day of such period;

                (iii)  the Company shall, at its sole expense  as
          incurred,  provide  the Executive  with  out  placement
          services  the  scope and provider  of  which  shall  be
          selected by the Executive in his sole discretion; and

                (iv)   to  the  extent  not theretofore  paid  or
          provided,  the Company shall timely pay or  provide  to
          the Executive any other amounts or benefits required to
          be  paid or provided or which the Executive is eligible
          to  receive under any plan, program, policy or practice
          or  contract  or  agreement  of  the  Company  and  its
          affiliated  companies (such other amounts and  benefits
          shall   be  hereinafter  referred  to  as  the   "Other
          Benefits").

            (b)    Death.   If  the  Executive's  employment   is
     terminated  by  reason of the Executive's death  during  the
     Employment  Period, this Agreement shall  terminate  without
     further obligations to the Executive's legal representatives
     under  this  Agreement, other than for  payment  of  Accrued
     Obligations  and  the timely payment or provision  of  Other
     Benefits.   Accrued  Obligations  shall  be  paid   to   the
     Executive's estate or beneficiary, as applicable, in a  lump
     sum in cash within 30 days of the Date of Termination.  With
     respect  to the provision of Other Benefits, the term  Other
     Benefits  as  utilized in this Section 6(b)  shall  include,
     without  limitation,  and  the  Executive's  estate   and/or
     beneficiaries  shall  be entitled to  receive,  benefits  at
     least  equal to the most favorable benefits provided by  the
     Company   and  affiliated  companies  to  the  estates   and
     beneficiaries  of  peer executives of the Company  and  such
     affiliated  companies under such plans, programs,  practices
     and  policies  relating to death benefits,  if  any,  as  in
     effect  with  respect  to other peer  executives  and  their
     beneficiaries   at  any  time  during  the  120-day   period
     immediately  preceding  the  Effective  Date  or,  if   more
     favorable  to the Executive's estate and/or the  Executive's
     beneficiaries,  as in effect on the date of the  Executive's
     death  with respect to other peer executives of the  Company
     and its affiliated companies and their beneficiaries.

           (c)   Disability.   If the Executive's  employment  is
     terminated  by  reason of the Executive's Disability  during
     the   Employment  Period,  this  Agreement  shall  terminate
     without further obligations to the Executive, other than for
     payment  of  Accrued Obligations and the timely  payment  or
     provision of Other Benefits.  Accrued Obligations  shall  be
     paid  to the Executive in a lump sum in cash within 30  days
     of  the  Date of Termination.  With respect to the provision
     of  Other  Benefits, the term Other Benefits as utilized  in
     this Section 6(c) shall include, and the Executive shall  be
     entitled  after  the Disability Effective Date  to  receive,
     disability  and other benefits at least equal  to  the  most
     favorable of those generally provided by the Company and its
     affiliated  companies  to disabled executives  and/or  their
     families  in accordance with such plans, programs, practices
     and  policies relating to disability, if any, as  in  effect
     generally  with respect to other peer executives  and  their
     families  at  any time during the 120-day period immediately
     preceding  the Effective Date or, if more favorable  to  the
     Executive and/or the Executive's family, as in effect at any
     time   thereafter  generally  with  respect  to  other  peer
     executives  of the Company and its affiliated companies  and
     their families.

           (d)   Cause;  Other  than for  Good  Reason.   If  the
     Executive's employment shall be terminated for Cause  during
     the   Employment  Period,  this  Agreement  shall  terminate
     without further obligations to the Executive other than  the
     obligation  to  pay  to the Executive (x)  his  Annual  Base
     Salary  through the Date of Termination, (y) the  amount  of
     any  compensation previously deferred by the Executive,  and
     (z)  Other  Benefits, in each case to the extent theretofore
     unpaid.   If the Executive voluntarily terminates employment
     during  the  Employment Period, excluding a termination  for
     Good  Reason, this Agreement shall terminate without further
     obligations  to  the  Executive,  other  than  for   Accrued
     Obligations  and  the timely payment or provision  of  Other
     Benefits.   In such case, all Accrued Obligations  shall  be
     paid  to the Executive in a lump sum in cash within 30  days
     of the Date of Termination.

      7.   Non-exclusivity of Rights.  Nothing in this  Agreement
shall  prevent  or  limit the Executive's  continuing  or  future
participation  in any plan, program, policy or practice  provided
by  the Company or any of its affiliated companies and for  which
the  Executive may qualify, nor, subject to Section 12(f),  shall
anything  herein  limit or otherwise affect such  rights  as  the
Executive  may  have  under any contract or  agreement  with  the
Company  or any of its affiliated companies.  Amounts  which  are
vested  benefits or which the Executive is otherwise entitled  to
receive  under any plan, policy, practice or program  of  or  any
contract  or agreement with the Company or any of its  affiliated
companies  at or subsequent to the Date of Termination  shall  be
payable   in  accordance  with such  plan,  policy,  practice  or
program or contract or agreement except as explicitly modified by
this Agreement.

      8.   Full Settlement.  The Company's obligation to make the
payments provided for in this Agreement and otherwise to  perform
its  obligations hereunder shall not be affected by any  set-off,
counterclaim, recoupment, defense or other claim, right or action
which  the Company may have against the Executive or others.   In
no   event  shall  the  Executive  be  obligated  to  seek  other
employment or take any other action by way of mitigation  of  the
amounts  payable to the Executive under any of the provisions  of
this  Agreement and such amounts shall not be reduced whether  or
not  the Executive obtains other employment.  The Company  agrees
to  pay  as  incurred, to the full extent permitted by  law,  all
legal  fees and expenses which the Executive may reasonably incur
as a result of any contest (regardless of the outcome thereof) by
the  Company,  the  Executive  or  others  of  the  validity   or
enforceability  of,  or liability under, any  provision  of  this
Agreement or any guarantee of performance thereof (including as a
result  of any contest by the Executive about the amount  of  any
payment  pursuant to this Agreement), plus in each case  interest
on  any  delayed payment at the applicable Federal rate  provided
for  in  Section  7872(f)(2)(A) of the Internal Revenue  Code  of
1986, as amended (the "Code").

     9.  Certain Additional Payments by the Company.

           (a)   Anything  in  this  Agreement  to  the  contrary
     notwithstanding and except as set forth below, in the  event
     it  shall be determined that any payment or distribution  by
     the  Company to or for the benefit of the Executive (whether
     paid or payable or distributed or distributable pursuant  to
     the  terms  of  this Agreement or otherwise, but  determined
     without  regard  to any additional payments  required  under
     this Section 9) (a "Payment") would be subject to the excise
     tax  imposed by Section 4999 of the Code or any interest  or
     penalties are incurred by the Executive with respect to such
     excise tax (such excise tax, together with any such interest
     and  penalties, are hereinafter collectively referred to  as
     the  "Excise Tax"), then the Executive shall be entitled  to
     receive an additional payment (a "Gross-Up Payment")  in  an
     amount such that after payment by the Executive of all taxes
     (including any interest or penalties imposed with respect to
     such taxes), including, without limitation, any income taxes
     (and   any  interest  and  penalties  imposed  with  respect
     thereto)  and Excise Tax imposed upon the Gross-Up  Payment,
     the  Executive  retains an amount of  the  Gross-Up  Payment
     equal   to   the  Excise  Tax  imposed  upon  the  Payments.
     Notwithstanding  the foregoing provisions  of  this  Section
     9(a),  if  it  shall be  determined that  the  Executive  is
     entitled  to  a  Gross-Up Payment, but that  the  Executive,
     after  taking  into account the Payments  and  the  Gross-Up
     Payment,  would not receive a net after-tax  benefit  of  at
     least $50,000 (taking into account both income taxes and any
     Excise Tax) as compared to the net after-tax proceeds to the
     Executive  resulting  from an elimination  of  the  Gross-Up
     Payment  and a reduction of the Payments, in the  aggregate,
     to an amount (the "Reduced Amount") such that the receipt of
     Payments  would  not give rise to any Excise  Tax,  then  no
     Gross-Up  Payment  shall be made to the  Executive  and  the
     Payments, in the aggregate, shall be reduced to the  Reduced
     Amount.

           (b)   Subject to the provisions of Section  9(c),  all
     determinations  required to be made under  this  Section  9,
     including  whether and when a Gross-Up Payment  is  required
     and  the amount of such Gross-Up Payment and the assumptions
     to  be utilized in arriving at such determination, shall  be
     made  by  Price  Waterhouse or such other  certified  public
     accounting  firm as may be designated by the Executive  (the
     "Accounting  Firm") which shall provide detailed  supporting
     calculations both to the Company and the Executive within 15
     business  days  of the receipt of notice from the  Executive
     that  there has been a Payment, or such earlier time  as  is
     requested  by the Company.  In the event that the Accounting
     Firm is serving as accountant or auditor for the individual,
     entity  or  group  effecting  the  Change  of  Control,  the
     Executive   shall  appoint  another  nationally   recognized
     accounting   firm   to  make  the  determinations   required
     hereunder  (which accounting firm shall then be referred  to
     as the Accounting Firm hereunder).  All fees and expenses of
     the  Accounting Firm shall be borne solely by  the  Company.
     Any Gross-Up Payment, as determined pursuant to this Section
     9, shall be paid by the Company to the Executive within five
     days  of the receipt of the Accounting Firm's determination.
     Any  determination by the Accounting Firm shall  be  binding
     upon  the  Company and the Executive.  As a  result  of  the
     uncertainty in the application of Section 4999 of  the  Code
     at  the  time of the initial determination by the Accounting
     Firm  hereunder, it is possible that Gross-Up Payments which
     will not have been made by the Company should have been made
     ("Underpayment"), consistent with the calculations  required
     to  be  made  hereunder.   In the  event  that  the  Company
     exhausts  its  remedies pursuant to  Section  9(c)  and  the
     Executive  thereafter is required to make a payment  of  any
     Excise  Tax, the Accounting Firm shall determine the  amount
     of   the  Underpayment  that  has  occurred  and  any   such
     Underpayment shall be promptly paid by the Company to or for
     the benefit of the Executive.

           (c)  The Executive shall notify the Company in writing
     of  any  claim  by  the Internal Revenue  Service  that,  if
     successful, would require the payment by the Company of  the
     Gross-Up Payment.  Such notification shall be given as  soon
     as practicable but no later than ten business days after the
     Executive  is  informed in writing of such claim  and  shall
     apprise the Company of the nature of such claim and the date
     on  which such claim is requested to be paid.  The Executive
     shall  not  pay  such claim prior to the expiration  of  the
     30-day  period  following the date on which  it  gives  such
     notice to the Company (or such shorter period ending on  the
     date that any payment of taxes with respect to such claim is
     due).   If  the  Company notifies the Executive  in  writing
     prior  to  the expiration of such period that it desires  to
     contest such claim, the Executive shall:

                (i)   give the Company any information reasonably
          requested by the Company relating to such claim,

                 (ii)   take  such  action  in  connection   with
          contesting  such claim as the Company shall  reasonably
          request  in  writing  from  time  to  time,  including,
          without limitation, accepting legal representation with
          respect   to  such  claim  by  an  attorney  reasonably
          selected by the Company,

               (iii)  cooperate with the Company in good faith in
          order effectively to contest such claim, and

                (iv)   permit the Company to participate  in  any
          proceedings relating to such claim;

provided,  however, that the Company shall bear and pay  directly
all   costs  and  expenses  (including  additional  interest  and
penalties)  incurred in connection with such  contest  and  shall
indemnify and hold the Executive harmless, on an after-tax basis,
for  any  Excise  Tax  or  income  tax  (including  interest  and
penalties  with  respect thereto) imposed as  a  result  of  such
representation  and  payment  of  costs  and  expenses.   Without
limitation on the foregoing provisions of this Section 9(c),  the
Company  shall  control all proceedings taken in connection  with
such contest and, at its sole option, may pursue or forgo any and
all administrative appeals, proceedings, hearings and conferences
with  the taxing authority in respect of such claim and  may,  at
its  sole  option, either direct the Executive  to  pay  the  tax
claimed  and  sue  for  a  refund or contest  the  claim  in  any
permissible  manner, and the Executive agrees to  prosecute  such
contest to a determination before any administrative tribunal, in
a  court  of  initial jurisdiction and in one or  more  appellate
courts,  as the Company shall determine; provided, however,  that
if  the  Company directs the Executive to pay such claim and  sue
for  a  refund,  the  Company shall advance the  amount  of  such
payment  to  the Executive, on an interest-free basis  and  shall
indemnify and hold the Executive harmless, on an after-tax basis,
from  any  Excise  Tax  or  income  tax  (including  interest  or
penalties  with  respect thereto) imposed with  respect  to  such
advance  or  with respect to any imputed income with  respect  to
such  advance;  and further provided that any  extension  of  the
statute  of  limitations relating to payment  of  taxes  for  the
taxable  year  of  the  Executive  with  respect  to  which  such
contested amount is claimed to be due is limited solely  to  such
contested  amount.   Furthermore, the Company's  control  of  the
contest  shall  be  limited to issues with  respect  to  which  a
Gross-Up  Payment  would be payable hereunder and  the  Executive
shall  be entitled to settle or contest, as the case may be,  any
other  issue raised by the Internal Revenue Service or any  other
taxing authority.

           (d)   If,  after  the receipt by the Executive  of  an
     amount advanced by the Company pursuant to Section 9(c), the
     Executive  becomes  entitled  to  receive  any  refund  with
     respect to such claim, the Executive shall (subject  to  the
     Company's  complying with the requirements of Section  9(c))
     promptly  pay  to  the  Company the amount  of  such  refund
     (together  with any interest paid or credited thereon  after
     taxes  applicable thereto).  If, after the  receipt  by  the
     Executive  of an amount advanced by the Company pursuant  to
     Section  9(c),  a determination is made that  the  Executive
     shall  not  be entitled to any refund with respect  to  such
     claim  and  the  Company does not notify  the  Executive  in
     writing of its intent to contest such denial of refund prior
     to  the expiration of 30 days after such determination, then
     such advance shall be forgiven and shall not be required  to
     be  repaid  and the amount of such advance shall offset,  to
     the  extent thereof, the amount of Gross-Up Payment required
     to be paid.

      10.  Confidential Information.  The Executive shall hold in
a fiduciary capacity for the benefit of the Company all secret or
confidential  information, knowledge  or  data  relating  to  the
Company  or any of its affiliated companies, and their respective
businesses,  which  shall  have been obtained  by  the  Executive
during  the Executive's employment by the Company or any  of  its
affiliated  companies and which shall not  be  or  become  public
knowledge (other than by acts by the Executive or representatives
of   the  Executive  in  violation  of  this  Agreement).   After
termination  of the Executive's employment with the Company,  the
Executive  shall not, without the prior written  consent  of  the
Company  or as may otherwise be required by law or legal process,
communicate or divulge any such information, knowledge or data to
anyone other than the Company and those designated by it.  In  no
event  shall  an  asserted violation of the  provisions  of  this
Section  10  constitute a basis for deferring or withholding  any
amounts otherwise payable to the Executive under this Agreement.




     11.  Successors.

           (a)   This Agreement is personal to the Executive  and
     without  the prior written consent of the Company shall  not
     be assignable by the Executive otherwise than by will or the
     laws  of  descent  and distribution.  This  Agreement  shall
     inure   to  the  benefit  of  and  be  enforceable  by   the
     Executive's legal representatives.

           (b)  This Agreement shall inure to the benefit of  and
     be binding upon the Company and its successors and assigns.

           (c)   The  Company will require any successor (whether
     direct  or  indirect, by purchase, merger, consolidation  or
     otherwise)  to  all  or substantially all  of  the  business
     and/or  assets of the Company to assume expressly and  agree
     to perform this Agreement in the same manner and to the same
     extent that the Company would be required to perform  it  if
     no  such  succession  had  taken place.   As  used  in  this
     Agreement,  "Company" shall mean the Company as hereinbefore
     defined  and any successor to its business and/or assets  as
     aforesaid which assumes and agrees to perform this Agreement
     by operation of law, or otherwise.

     12.  Miscellaneous.

           (a)  This Agreement shall be governed by and construed
     in accordance with the laws of the State of Indiana, without
     reference  to principles of conflict of laws.  The  captions
     of  this Agreement are not part of the provisions hereof and
     shall  have no force or effect.  This Agreement may  not  be
     amended  or  modified otherwise than by a written  agreement
     executed   by   the  parties  hereto  or  their   respective
     successors and legal representatives.

           (b)   All  notices and other communications  hereunder
     shall  be in writing and shall be given by hand delivery  to
     the  other party or by registered or certified mail,  return
     receipt requested, postage prepaid, addressed as follows:


          If to the Executive:




          If to the Company:

          One Noblitt Plaza, Box 3000
          Columbus, Indiana 47202-3000

          Attention:  General Counsel


     or  to  such  other  address  as  either  party  shall  have
     furnished  to  the other in writing in accordance  herewith.
     Notice  and communications shall be effective when  actually
     received by the addressee.

            (c)   The  invalidity  or  unenforceability  of   any
     provision of this Agreement shall not affect the validity or
     enforceability of any other provision of this Agreement.

           (d)  The Company may withhold from any amounts payable
     under  this Agreement such Federal, state, local or  foreign
     taxes  as shall be required to be withheld pursuant  to  any
     applicable law or regulation.

          (e)  The Executive's or the Company's failure to insist
     upon  strict compliance with any provision of this Agreement
     or  the  failure  to assert any right the Executive  or  the
     Company  may  have hereunder, including, without limitation,
     the  right of the Executive to terminate employment for Good
     Reason  pursuant  to Section 5(c)(i)-(v) of this  Agreement,
     shall  not  be  deemed to be a waiver of such  provision  or
     right or any other provision or right of this Agreement.

           (f)   The Executive and the Company acknowledge  that,
     except  as may otherwise be provided under any other written
     agreement  between  the  Executive  and  the  Company,   the
     employment of the Executive by the Company is "at will" and,
     subject to Section 1(a) hereof, prior to the Effective Date,
     the  Executive's  employment and/or this  Agreement  may  be
     terminated  by  either the Executive or the Company  at  any
     time  prior  to  the  Effective  Date,  in  which  case  the
     Executive shall have no further rights under this Agreement.
     From  and  after  the  Effective Date this  Agreement  shall
     supersede  any  other  agreement between  the  parties  with
     respect  to  the  subject matter hereof,  including  without
     limitation,  the  termination of  the  employment  agreement
     between the Executive and the Company dated June 17, 1993.

      IN  WITNESS  WHEREOF, the Executive has  hereunto  set  the
Executive's  hand  and,  pursuant to the authorization  from  its
Board  of Directors, the Company has caused these presents to  be
executed  in its name on its behalf, all as of the day  and  year
first above written.



                                   -----------------------
                                 [Executive]

                                   ARVIN INDUSTRIES, INC.



                                   By   -----------------------