COMPENSATION OF DIRECTORS
The retainer for Board service for non-employee directors of ArvinMeritor is $55,000 per year. No additional retainer
is paid for service as committee members.
The Chairman of the Audit Committee receives an additional retainer of $10,000 per year, and the Chairman of the
Compensation Committee receives an additional retainer of $7,000 per year. The Chairmen of the Corporate
Governance and Nominating Committee and the Environmental and Social Responsibility Committee each receive an
additional retainer of $5,000 per year. The Presiding Director receives an additional retainer of $10,000 per year.
A director may elect to defer payment of all or part of the cash retainer fees to a later date, with interest on
deferred amounts accruing quarterly at a rate equal to 120% of the Federal long-term rate set each month by the
Secretary of the Treasury. Each director also has the option each year to defer all or any portion of the cash retainer
by electing to receive restricted shares or restricted share units that could be forfeited if certain conditions are not
satisfied. The restricted shares or restricted share units in lieu of the cash retainer are valued at the closing price of
the Common Stock on the New York Stock Exchange – Composite Transactions reporting system on the date each
retainer payment would otherwise be made in cash.
After each Annual Meeting of Shareowners, each non-employee director receives an equity grant under the 2004
Directors Stock Plan. The grant in 2007 consisted of 4,500 restricted share units. The grant in 2008 is expected to
consist of shares of Common Stock of ArvinMeritor, in an amount to be determined at the time of the grant. A non-
employee director who is elected to the Board during the fiscal year receives a pro rata portion of the annual grant.
Non-employee directors also receive fees for attendance at committee meetings. These attendance fees are in the
amount of $1,500 for each meeting in per