IMPORTANT TAX INFORMATION FOR FORMER ARVIN SHAREHOLDERS
(Please Retain For Your Records)

Arvin Industries, Inc. ("Arvin") merged into ArvinMeritor, Inc. ("ArvinMeritor") on July 7, 2000, with each Arvin shareholder receiving one share of ArvinMeritor common stock plus $2 in cash in exchange for each share of Arvin common stock.

Tax consequences to former Arvin shareholders

Based on opinions received from Chadbourne & Parke LLP and Wachtell, Lipton, Rosen & Katz, your receipt of the ArvinMeritor common stock was tax-free for U.S. federal income tax purposes. As described below and illustrated in the examples, the $2 per share cash you received may be taxable to you depending on your circumstances. In determining the taxability to you of the $2 per share cash, you can use a value of $17.25 for each ArvinMeritor share you received, which is the average of the high and low trading prices of ArvinMeritor common stock on July 10, 2000, the first trading day for ArvinMeritor, as reported on the New York Stock Exchange Composite Transactions reporting system.

Tax treatment of $2 cash

The tax consequences of your receipt of $2 per share in cash will depend on your particular circumstances, particularly whether you realized a gain or loss on the transaction. Your gain or loss is equal to the difference between your tax basis in the Arvin shares you surrendered and the sum of (1) the $17.25 per share fair market value of the ArvinMeritor common stock you received plus (2) the cash you received.

• Tax basis less than fair market value: Except in the limited circumstances described below under "Dividend treatment", if you realized a gain on the receipt of your ArvinMeritor shares plus cash, you must recognize taxable capital gain (assuming you held the Arvin shares as a capital asset). You realized a gain if your tax basis in the Arvin shares you surrendered is less than the sum of (1) the $17.25 per share fair market value of the ArvinMeritor shares you received plus (2) the cash you received. The amount of your taxable gain is the lesser of the gain you realized or the cash you received. Your capital gain will be long term if your holding period for the Arvin shares you surrendered is greater than one year as of July 7, 2000, the effective date of the merger.
  
• Dividend treatment: If you realized a gain on the receipt of ArvinMeritor shares plus cash, you will be required to treat as a taxable dividend any taxable gain you recognized (computed in accordance with the preceding paragraph) if your receipt of cash has the effect of a distribution of a dividend. Whether your receipt of cash has the effect of a distribution of a dividend depends on your particular circumstances. You should consult your tax advisor if you have any questions on this matter. However, if you were a small minority shareholder of Arvin you should not be subject to dividend treatment under this rule.
  
• Tax basis greater than fair market value: If you realized a loss on the receipt of ArvinMeritor shares plus $2 cash, you will not be taxed on the receipt of the $2 cash and you will also not be entitled to deduct the loss. Instead, you will be required to reduce your tax basis in the ArvinMeritor shares you received by $2 per share. You realized a loss if your tax basis in the Arvin shares surrendered exceeded the sum of (1) the $17.25 per share fair market value of the ArvinMeritor shares you received plus (2) the cash you received.

Tax basis and holding period for ArvinMeritor shares

• The aggregate tax basis of the shares of ArvinMeritor common stock you received will equal (1) the aggregate tax basis of the shares of Arvin common stock you surrendered minus (2) the amount of cash you received plus (3) the amount of any gain you recognized on the exchange (including any portion of that gain that is treated as a dividend).
  
• The holding period of a share of ArvinMeritor common stock you received in the merger will include your holding period for the Arvin common stock you surrendered in exchange for that stock.

Examples

You receive 1,000 ArvinMeritor shares plus $2,000 cash in exchange for 1,000 Arvin shares. The fair market value of the ArvinMeritor shares you receive plus the cash amounts to $19,250 ($17.25 per share for 1,000 shares plus $2,000 cash).

1. Tax basis less than fair market value; gain realized exceeds cash. If your tax basis for the Arvin shares is $15,000, your realized gain is $4,250 ($17,250 value of ArvinMeritor shares received plus $2,000 cash less $15,000 tax basis) which would exceed the $2,000 cash received. Consequently, your taxable gain would amount to $2,000 and your tax basis in ArvinMeritor shares would amount to $15,000 ($15,000 original tax basis less $2,000 cash received plus taxable $2,000 gain recognized).
   
2. Tax basis less than fair market value ; gain realized is less than cash. If your tax basis for the Arvin shares amounted to $18,000, your realized gain would be $1,250 (value of shares received of $17,250 plus $2,000 cash less $18,000 tax basis) which would be less than the $2,000 cash received. Consequently, your taxable gain would amount to $1,250 and your tax basis in ArvinMeritor shares would amount to $17,250 ($18,000 original tax basis less $2,000 cash received plus $1,250 taxable gain recognized).
   
3. Tax basis greater than fair market value. If your tax basis for the Arvin shares amounted to $25,000, you would realize a loss of $5,750 which could not be deducted. Your tax basis in the ArvinMeritor shares would amount to $23,000 ($25,000 original tax basis less $2,000 cash received.)

Statement in tax return

U.S. Treasury regulations require you to attach to your 2000 U.S. federal income tax return a signed statement setting forth certain prescribed information about the merger of Arvin and ArvinMeritor. For this purpose, we are enclosing a suggested form of statement that you may complete and attach to your 2000 U.S. federal income tax return. This form requires Adobe Acrobat Reader.

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The information in this letter represents our understanding of existing U.S. federal income tax law and regulations and does not constitute tax advice. It does not purport to be complete or to describe tax consequences that may apply to particular categories of shareholders. You should consult a tax advisor as to the particular consequences of the transaction to you under U.S. federal, state and local tax laws and foreign tax laws, including the effect of possible changes in tax laws that may affect the description set forth above.

If you have any questions about your ArvinMeritor common stock, please contact our transfer agent, EquiServe Trust Company at 1-800-519-3111.