Exhibit 10 (C)



                                   May 1, 1998



Board of Directors
Arvin Industries, Inc.
One Noblitt Plaza
Columbus, Indiana  47201

Gentlemen:

This letter will serve to set forth the agreement under which I shall continue
to be employed by Arvin Industries, Inc. (the "Company").

1.   The Company shall employ me on a full-time basis, during  an  initial  term
     commencing May 1, 1998 to and including April 30, 2001, provided,  however,
     that said initial term shall be  automatically  extended for one additional
     year on May 1 of each year  commencing  May 1, 1999,  unless  either  party
     hereto gives written notice of  termination of such automatic  extension at
     least  three (3) months  prior to May 1,  1999,  or as the case may be, any
     subsequent May 1, in which event this Agreement  shall terminate at the end
     of the three-year term in effect at the time such notice is given, subject,
     however to such earlier termination of this agreement as may occur pursuant
     to paragraphs 4 and 5 hereof.  Said initial term and  automatic  extensions
     thereof are hereinafter referred to as the "employment period".  During the
     employment  period, I shall serve as President and Chief Executive  officer
     of the  Company  or such  other  executive  position(s)  appropriate  to my
     training,  qualifications  and experience,  as the Board of Directors shall
     from time to time determine,  and I shall devote my full time and attention
     during  usual  business  hours  exclusively  to the business of the Company
     except during usual  vacation  periods.  All services to be performed by me
     hereunder shall be in Columbus,  Indiana. It is also our understanding that
     the Board of Directors  will use its best efforts to insure that I shall be
     a member of the Board of Directors during the employment period.



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Letter to Board of Directors
May 1, 1998
Page 2


2.        During  the  employment  period,  the   Company  shall   pay   to   me
          compensation,  notwithstanding the particular  executive position held
          by me,  consisting  of an annual salary of at least  $600,000.00  plus
          such  additional  compensation,  in the  form  of  bonus  payments  or
          otherwise,  as may be  determined  from  time to time by the  Board of
          Directors.  Any  increases in annual  salary  approved by the Board of
          Directors  shall be added to the minimum  annual  salary  provided for
          herein.  In the event this  agreement  is  terminated  as described in
          Section Number 1 of this letter, bonus payments as well as base salary
          would continue for the duration of the agreement. Bonus payments would
          be the  average  annual  bonus paid over the three  years prior to the
          year in which the agreement was terminated.  In addition, I would have
          the  option of taking the total  severance  benefit,  base  salary and
          bonus,  as a lump sum.  If the lump sum option is chosen,  all company
          benefits  will end upon  payment  of said lump sum.  If the salary and
          bonus payments continue over the remaining term of the agreement,  all
          employee benefits continue,  including existing stock options, as if I
          were an active employee.

3.        During the employment  period,  the Company  shall  reimburse  me  for
          all expenses  necessarily and reasonably  incurred by me in connection
          with the business of the Company.  I shall be eligible to  participate
          in  any  profit  sharing  plan,  incentive  or  bonus  plan,  deferred
          compensation  plan,  annuity  plan,  pension plan or other  retirement
          plan,  group life insurance or other insurance  plan,  medical expense
          plan,  stock  option plan and any other  benefit plan  maintained  and
          offered by the Company to its executives.

4.        In the event that during the employment period I am unable for a
          continuous period of three months (or for such longer period, not to
          exceed one year, as the Board of Directors in its sole discretion
          shall determine) to perform my assigned duties for the Company because
          of serious illness or other incapacity, then this Agreement shall
          terminate and thereafter, I shall be entitled to the benefits of the
          Company's then existing disability program.

5.        In the event of my death, voluntary retirement or upon termination of
          the employment period, whichever shall first occur, this Agreement
          shall terminate. Other than as provided in paragraphs 4 and 5 hereof,
          this Agreement is not terminable by either of the parties hereto.


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Letter to Board of Directors
May 1, 1998
Page 3


6.       I  shall  not at any  time  during  the  employment  period  acquire  a
         financial  interest in or participate in the operation or management of
         business which is  competitive  with any activity of the Company or any
         of its subsidiaries.  Nothing contained herein, however, shall prohibit
         me from  purchasing  for  investment  stock or other  securities of any
         corporation whose securities are listed upon any recognized  securities
         exchange  or traded on the  over-the-counter  market or from making any
         investment in a  non-competing  business or from becoming a director of
         any corporation conducting a non-competing business.

7.       In the event the Company shall at any time be merged or consolidated
         into any other corporation, or if substantially all of the assets of
         the Company are transferred to another Corporation, the provisions of
         this Agreement shall be binding upon and inure to the benefit of the
         successor corporation. This provision shall also apply in the event of
         any subsequent merger, consolidation or transfer of assets.

8.       My rights and benefits hereunder shall not be subject to voluntary or
         involuntary assignment or transfer.

If this Agreement is acceptable, please sign where indicated and return an
executed counterpart to me.
                                                     Sincerely,

                                                     ---------------------------
                                                     V. William Hunt
                                                     President and CEO
Agreed to and accepted for Arvin industries, Inc.


By:      ______________________________
         Byron O. Pond
         Chairman of the Board

By:      ______________________________
         Dr. Steven C. Beering
         Human Resources Committee
         Arvin Board of Directors

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