exv4w1






Exhibit 4.1




AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.




and




COMPUTERSHARE TRUST COMPANY, N.A.

as Rights Agent




Amended and Restated Rights Agreement

Dated as of October 30, 2009




 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	Section 1. Certain Definitions
	 	 	2	 
	 
	 	 	 	 
	Section 2. Appointment of Rights Agent
	 	 	6	 
	 
	 	 	 	 
	Section 3. Issuance of Right Certificates
	 	 	7	 
	 
	 	 	 	 
	Section 4. Form of Right Certificates
	 	 	8	 
	 
	 	 	 	 
	Section 5. Countersignature and Registration
	 	 	8	 
	 
	 	 	 	 
	Section 6. Transfer, Split Up, Combination and Exchange of Right Certificates;
Mutilated, Destroyed, Lost or
Stolen Right Certificates
	 	 	9	 
	 
	 	 	 	 
	Section 7. Exercise of Rights, Purchase Price; Expiration Date of Rights
	 	 	10	 
	 
	 	 	 	 
	Section 8. Cancellation and Destruction of Right Certificates
	 	 	11	 
	 
	 	 	 	 
	Section 9. Availability of Shares of Preferred Stock
	 	 	11	 
	 
	 	 	 	 
	Section 10. Preferred Stock Record Date
	 	 	12	 
	 
	 	 	 	 
	Section 11. Adjustment of Purchase Price, Number and Kind of Shares and Number of Rights
	 	 	12	 
	 
	 	 	 	 
	Section 12. Certificate of Adjusted Purchase Price or Number of Shares
	 	 	20	 
	 
	 	 	 	 
	Section 13. Consolidation, Merger or Sale or Transfer of Assets or Earnings Power
	 	 	20	 
	 
	 	 	 	 
	Section 14. Fractional Rights and Fractional Shares
	 	 	23	 
	 
	 	 	 	 
	Section 15. Rights of Action
	 	 	25	 
	 
	 	 	 	 
	Section 16. Agreement of Right Holders
	 	 	25	 
	 
	 	 	 	 
	Section 17. Right Certificate Holder Not Deemed a Stockholder
	 	 	25	 
	 
	 	 	 	 
	Section 18. Concerning the Rights Agent
	 	 	26	 
	 
	 	 	 	 
	Section 19. Merger or Consolidation or Change of Name of Rights Agent
	 	 	26	 
	 
	 	 	 	 
	Section 20. Duties of Rights Agent
	 	 	27	 
	 
	 	 	 	 
	Section 21. Change of Rights Agent
	 	 	29	 
	 
	 	 	 	 
	Section 22. Issuance of New Right Certificates
	 	 	29	 






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	 	 	Page	 
	Section 23. Redemption and Termination
	 	 	30	 
	 
	 	 	 	 
	Section 24. Exchange
	 	 	31	 
	 
	 	 	 	 
	Section 25. Notice of Certain Events
	 	 	32	 
	 
	 	 	 	 
	Section 26. Notices
	 	 	33	 
	 
	 	 	 	 
	Section 27. Supplements and Amendments
	 	 	33	 
	 
	 	 	 	 
	Section 28. Successors
	 	 	34	 
	 
	 	 	 	 
	Section 29. Benefits of this Rights Agreement
	 	 	34	 
	 
	 	 	 	 
	Section 30. Determinations and Actions by the Board of Directors of the Company
	 	 	34	 
	 
	 	 	 	 
	Section 31. Severability
	 	 	34	 
	 
	 	 	 	 
	Section 32. Governing Law
	 	 	34	 
	 
	 	 	 	 
	Section 33. Counterparts
	 	 	34	 
	 
	 	 	 	 
	Section 34. Descriptive Headings
	 	 	34	 
	 
	 	 	 	 
	Section 35. Force Majeure
	 	 	35	 






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INDEX OF DEFINED TERMS




	 	 	 	 	 
	 	 	Page	 
	Acquiring Person
	 	 	2	 
	Affiliate
	 	 	3	 
	Associate
	 	 	3	 
	Authorized Officer
	 	 	27	 
	Beneficial Owner
	 	 	3	 
	Beneficial Ownership
	 	 	3	 
	beneficially own
	 	 	3	 
	Business Day
	 	 	4	 
	close of business
	 	 	4	 
	Code
	 	 	4	 
	Common Stock
	 	 	5	 
	Common Stock equivalents
	 	 	14	 
	Company
	 	 	1	 
	Current Value
	 	 	14	 
	Distribution Date
	 	 	7	 
	equivalent preferred shares
	 	 	15	 
	Exchange Act
	 	 	3	 
	Exchange Ratio
	 	 	31	 
	Exempt Person
	 	 	5	 
	Expiration Date
	 	 	10	 
	Final Expiration Date
	 	 	10	 
	GM
	 	 	5	 
	Independent Committee
	 	 	5	 
	Independent Director
	 	 	5	 
	Initial Rights Agreement
	 	 	1	 
	invalidation time
	 	 	13	 
	Nasdaq
	 	 	5	 
	NYSE
	 	 	5	 
	Original Rights
	 	 	3	 
	Ownership Change
	 	 	5	 
	Person
	 	 	5	 
	Preferred Stock
	 	 	6	 
	Principal Party
	 	 	21	 
	Purchase Price
	 	 	10	 
	Record Date
	 	 	1	 
	Redemption Date
	 	 	10	 
	Redemption Price
	 	 	30	 
	Right
	 	 	1	 
	Right Certificate
	 	 	7	 
	Rights Agent
	 	 	1	 
	Rights Agreement
	 	 	1	 
	Section 11(a)(ii) Trigger Date
	 	 	14	 
	Section 382
	 	 	6	 
	Section 382 Group
	 	 	6	 
	Securities Act
	 	 	6	 
	Security
	 	 	16	 
	Spread
	 	 	14	 
	Stock Acquisition Date
	 	 	6	 
	Subsidiary
	 	 	6	 
	Substitution Period
	 	 	15	 
	Summary of Rights
	 	 	7	 
	Tax Item
	 	 	6	 
	then outstanding
	 	 	2	 
	Trading Day
	 	 	17	 
	Treasury Regulations
	 	 	6	 
	Warrant Agreement
	 	 	6	 
	Warrants
	 	 	6	 






iii









 






AMENDED AND RESTATED RIGHTS AGREEMENT




          Amended and Restated Rights Agreement, dated as of October 30, 2009 (as amended, supplemented
or otherwise modified from time to time, this “Rights Agreement”) between AMERICAN AXLE &
MANUFACTURING HOLDINGS, INC., a Delaware corporation (the “Company”), and COMPUTERSHARE
TRUST COMPANY, N.A., as Rights Agent (the “Rights Agent”).



RECITALS




          WHEREAS, on September 15, 2003, the Board of Directors of the Company authorized and declared
a dividend of one preferred share purchase right (a “Right”) for each share of Common Stock
(as defined below) of the Company outstanding as of the close of business (as defined below) on
September 25, 2003 (the “Record Date”), each Right representing the right to purchase one
one-thousandth (subject to adjustment) of a share of Preferred Stock (as defined below), upon the
terms and subject to the conditions herein set forth, and the Board of Directors of the Company has
further authorized and directed the issuance of one Right (subject to adjustment as provided
herein) with respect to each share of Common Stock that shall become outstanding between the Record
Date and the earlier of the Distribution Date and the Expiration Date (as such terms are
hereinafter defined); provided, however, that Rights may be issued with respect to
shares of Common Stock that shall become outstanding after the Distribution Date and prior to the
Expiration Date in accordance with Section 22;



          WHEREAS, on September 15, 2003, the Company and the Rights Agent (formerly known as EquiServe Trust Company, N.A.) entered into a Rights Agreement between the Company and the Rights Agent (the
“Initial Rights Agreement”);



          WHEREAS, (a) the Company and certain of its Subsidiaries have generated certain Tax Items (as
defined below); and (b) the Company desires to reduce the likelihood of an Ownership Change (as
defined below), which might limit the Company’s ability to utilize such Tax Items;



          WHEREAS, the Board of Directors of the Company has determined that it is in the best interests
of the Company to amend and restate the Rights Agreement in order to protect the Company’s ability
to utilize the Tax Items;



          WHEREAS, the Company and the Rights Agent wish to amend and restate the Initial Rights
Agreement; and



          WHEREAS, all acts and things necessary to make this Rights Agreement a valid agreement
according to its terms have been done and performed, and the execution and delivery of this Rights
Agreement by the Company has been in all respects authorized by the Company.



          NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth,
the parties hereby agree as follows:



 









 





          Section 1. Certain Definitions. For purposes of this Rights Agreement, the following terms have the meaning indicated:




     (a) “Acquiring Person” shall mean any Person (as defined below) who or which
shall be the Beneficial Owner (as defined below) of 4.99% or more of the shares of Common
Stock then outstanding, but shall not include an Exempt Person (as defined below);
provided, however, that if the Board of Directors of the Company determines
in good faith that a Person who would otherwise be an “Acquiring Person” has become such
inadvertently (including, without limitation, because (A) such Person was unaware that it
beneficially owned a percentage of Common Stock that would otherwise cause such Person to be
an “Acquiring Person” or (B) such Person was aware of the extent of its Beneficial Ownership
of Common Stock but had no actual knowledge of the consequences of such Beneficial Ownership
under this Rights Agreement) and without any intention of changing or influencing control of
the Company, then such Person shall not be deemed to be or to have become an “Acquiring
Person” for any purposes of this Rights Agreement unless and until such Person shall have
failed to divest itself, as soon as practicable, if the Company so requests, of Beneficial
Ownership of a sufficient number of shares of Common Stock so that such Person would no
longer otherwise qualify as an “Acquiring Person”.




Notwithstanding the foregoing:




          (i) if as of the date hereof, any Person is, and at all times after the date hereof
continues to be, the Beneficial Owner of 5% or more of the shares of Common Stock then
outstanding, such Person shall not be deemed to be or to become an “Acquiring Person” unless
and until such time as such Person acquires Beneficial Ownership of additional shares of
Common Stock representing 0.5% or more of the then outstanding shares of Common Stock (other
than pursuant to a dividend or distribution paid or made by the Company on the outstanding
Common Stock or pursuant to a split or subdivision of the outstanding Common Stock); and




          (ii) no Person shall be deemed an “Acquiring Person” as the result of an
acquisition of shares of Common Stock by the Company which, by reducing the number of shares outstanding,
increases the proportionate number of shares beneficially owned by such Person to 4.99% or
more of the shares of Common Stock then outstanding; provided, however, that
if a Person shall become the Beneficial Owner of 4.99% or more of the shares of Common Stock
then outstanding by reason of such share acquisitions by the Company referred to in this
clause (ii) and thereafter becomes the Beneficial Owner of any additional shares of Common
Stock (other than pursuant to a dividend or distribution paid or made by the Company on the
outstanding Common Stock or pursuant to a split or subdivision of the outstanding Common
Stock), then such Person shall be deemed to be an “Acquiring Person,” subject to the proviso
set forth in the first sentence of this Section 1(a), unless upon the consummation of the
acquisition of such additional shares of Common Stock such Person does not beneficially own
4.99% or more of the shares of Common Stock then outstanding. The phrase “then
outstanding”, when used with reference to a Person’s Beneficial Ownership of securities of
the Company, shall mean the number of such securities then issued and outstanding together



2









 







with the number of such securities not then actually issued and
outstanding which such Person would be deemed to beneficially own hereunder;




          (iii) Neither GM nor any of its controlled Affiliates, shall be deemed to have become
an Acquiring Person solely as a result of GM or such controlled Affiliates receiving an
issuance of, holding or exercising the Warrants, or holding shares of Common Stock in
accordance with the terms of the Warrant Agreement.




     (b) “Affiliate” and “Associate” shall have the respective meanings
ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), as in effect on
the date of this Rights Agreement.




     (c) A Person shall be deemed the “Beneficial Owner” of, shall be deemed to have
“Beneficial Ownership” of and shall be deemed to “beneficially own” any
securities:




     (i) which such Person or any of such Person’s Affiliates or Associates is
deemed to beneficially own, directly or indirectly, within the meaning of Rule 13d-3
of the General Rules and Regulations under the Exchange Act as in effect on the date
of this Rights Agreement;




     (ii) which such Person or any of such Person’s Affiliates or Associates,
directly or indirectly, (A) has the right to acquire (whether such right is
exercisable immediately or only after the passage of time) pursuant to any
agreement, arrangement or understanding (other than customary agreements with and
between underwriters and selling group members with respect to a bona fide public
offering of securities), written or otherwise, or upon the exercise of conversion
rights, exchange rights, rights (other than the Rights), warrants or options, or
otherwise; provided, however, that a Person shall not be deemed the
Beneficial Owner of, or to beneficially own, (x) securities tendered pursuant to a
tender or exchange offer made by or on behalf of such Person or any of such Person’s
Affiliates or Associates until such tendered securities are accepted for purchase or
exchange, (y) securities which such Person (or an Affiliate or Associate of such
Person, as applicable) has a right to acquire on the exercise of Rights at any time
prior to the time a Person (or an Affiliate or Associate of such Person, as
applicable) becomes an Acquiring Person, or (z) securities issuable upon exercise of
Rights from and after the time a Person becomes an Acquiring Person if such Rights
were acquired by such Person or any of such Person’s Affiliates or Associates prior
to the Distribution Date or pursuant to Section 3 or Section 22 hereof (the
“Original Rights”) or pursuant to Section 11(i) or Section 11(n) with
respect to an adjustment to the Original Rights, or (B) has or shares the right to
vote or dispose of, including pursuant to any agreement, arrangement or
understanding, written or otherwise; provided, however, that a
Person shall not be deemed the Beneficial Owner of, or to beneficially own, any
security by reason of such agreement, arrangement or understanding if the agreement,
arrangement or understanding to vote such security (1) arises solely



3









 







from a revocable proxy or consent given to such
Person in response to a public proxy or consent solicitation made pursuant to, and
in accordance with, the applicable rules and regulations promulgated under the
Exchange Act and (2) is not also then reportable on Schedule 13D under the Exchange
Act (or any comparable or successor report);




     (iii) which are beneficially owned, directly or indirectly, by any other Person
(or any Affiliate or Associate thereof) with which such Person or any of such
Person’s Affiliates or Associates has any agreement, arrangement or understanding
(other than customary agreements with and between underwriters and selling group
members with respect to a bona fide public offering of securities), written or
otherwise, for the purpose of acquiring, holding, voting (except to the extent
contemplated by the proviso to this Section 1(c)(ii)(B)) or disposing of such
securities of the Company; or




     (iv) which such Person is treated as actually or constructively, directly or
indirectly owning pursuant to the constructive ownership, attribution or aggregation
provisions of Section 382;


provided, however, that (x) no Person who is an officer, director, or employee of
an Exempt Person shall be deemed, solely by reason of such Person’s status or authority as such, to
be the “Beneficial Owner” of, to have “Beneficial Ownership” of or to “beneficially own” any
securities that are “beneficially owned” (as defined in this Section 1(c)), including, without
limitation, in a fiduciary capacity, by an Exempt Person or by any other such officer, director or
employee of an Exempt Person; (y) a Person shall not be deemed the Beneficial Owner of, to have
“Beneficial Ownership” of or to beneficially own, shares of Common Stock (or securities convertible
into, exchangeable into or exercisable for Common Stock) held by such Person in trust accounts,
managed accounts and the like, or otherwise held in a fiduciary capacity, that are Beneficially
Owned by third Persons who are not Affiliates or Associates of such Person, provided such Common
Stock or securities are not held pursuant to an agreement, arrangement or understanding that gives
rise to a Section 382 Group that includes such Person; and (z) nothing in this Section 1(c) shall
cause a Person engaged in business as an underwriter of securities or member of a selling group to
be the Beneficial Owner of, or to beneficially own, any securities acquired through such Person’s
participation in good faith in an underwriting syndicate until the expiration of 40 calendar days
after the date of such acquisition, or such later date as the Board of Directors of the Company may
determine in any specific case.





     (d) “Business Day” shall mean any day other than a Saturday, a Sunday, or a day
on which banking institutions in the State of New York, or the State in which the principal
office of the Rights Agent is located, are authorized or obligated by law or executive order
to close.




     (e) “close of business” on any given date shall mean 5:00 P.M., Eastern time,
on such date; provided, however, that if such date is not a Business Day it
shall mean 5:00 P.M., Eastern time, on the next succeeding Business Day.




     (f) “Code” shall mean the Internal Revenue Code of 1986, as amended.



4









 






     (g) “Common Stock” when used with reference to the Company shall mean the
common stock, par value $.01, of the Company. “Common Stock” when used with reference to
any Person other than the Company shall mean the capital stock (or, in the case of an
unincorporated entity, the equivalent equity interest) with the greatest voting power of
such other Person or, if such other Person is a subsidiary of another Person, the Person or
Persons which ultimately control such first-mentioned Person.




     (h) “Exempt Person” shall mean:




          (i) Richard E. Dauch, members of his immediate family, any trust or other estate in
which such person has a substantial beneficial interest and any relative or spouse of such
person, or any relative of such spouse, who has the same home as such person; or




          (ii) the Company or any Subsidiary of the Company, in each case including, without
limitation, in its fiduciary capacity, or any employee benefit plan of the Company or of any
Subsidiary of the Company or any entity or trustee holding Common Stock for or pursuant to
the terms of any such plan or for the purpose of funding any such plan or funding other
employee benefits for employees of the Company or of any Subsidiary of the Company.




     (i) “GM” shall mean General Motors Company.




     (j) “Independent Committee” shall mean the committee of Independent Directors
selected by the Board of Directors of the Company and responsible for conducting the annual
review of this Rights Agreement referred to in Section 23 hereof.




     (k) “Independent Director” shall mean a member of the Board of Directors of the
Company, (i) who is not, and during the past three years has not been, an officer or
employee of the Company, and (ii) who is not (A) an Acquiring Person or an Affiliate or
Associate of an Acquiring Person or (B) a Person who shall have made a proposal to the
Company or its shareholders, or taken any other action that, if effective, could cause such
Person to become an Acquiring Person hereunder, or an Affiliate or Associate of any such
Person.




     (l) “Nasdaq” shall mean The Nasdaq Stock Market’s National Market.




     (m) “NYSE” shall mean The New York Stock Exchange.




     (n) “Ownership Change” shall mean an ownership change, as defined in Section
382(g)(1) of the Code and the Treasury Regulations thereunder, with respect to the Company.




     (o) “Person” shall mean any individual, firm, corporation, partnership, limited
liability company, limited liability partnership, trust or other legal entity, or any group
of persons making a “coordinated acquisition” of shares or otherwise treated as an “entity”
within the meaning of Section 1.382-3(a)(1) of the Treasury Regulations, or otherwise, and
shall include any successor (by merger or otherwise) of such entity or individual.



5









 






     (p) “Preferred Stock” shall mean the Series A Junior Participating Preferred
Stock, par value $.01 per share, of the Company having the rights and preferences set forth
in the Form of Certificate of Designations attached to this Rights Agreement as Exhibit A.




     (q) “Section 382” shall mean Section 382 (or any successor provision or
replacement provision thereof) of the Code and any related Treasury Regulations thereunder.




     (r) “Section 382 Group” shall mean any entity within the meaning of Section
1.382-3(a)(1) of the Treasury Regulations resulting from any agreement, arrangement or
understanding (whether or not in writing) among a group of Persons to make a coordinated
acquisition of Beneficial Ownership of securities of the Company.




     (s) “Securities Act” shall mean the Securities Act of 1933, as amended.




     (t) “Stock Acquisition Date” shall mean the first date of public announcement
(which for purposes of this definition shall include, without limitation, a report filed
pursuant to Section 13(d) of the Exchange Act) by the Company or an Acquiring Person that an
Acquiring Person has become such or such earlier date as a majority of the Board of
Directors of the Company shall become aware of the existence of an Acquiring Person.




     (u) “Subsidiary” of any Person shall mean any corporation or other entity of
which securities or other ownership interests having ordinary voting power sufficient to
elect a majority of the board of directors or other persons performing similar functions are
beneficially owned, directly or indirectly, by such Person, and any corporation or other
entity that is otherwise controlled by such Person.




     (v) “Tax Item” shall mean any amount of net operating loss, net capital loss,
general business credit, minimum tax credit and foreign tax credit for United States federal
income tax purposes of the Company or any of its Subsidiaries.




     (w) “Treasury Regulations” shall mean final, temporary and proposed income tax
regulations promulgated under the Code.




     (x) “Warrant Agreement” shall mean the Warrant Agreement, dated as of September
16, 2009, between the Company and GM.




     (y) “Warrants” shall mean the warrants issued to GM pursuant to the Warrant
Agreement.



          Section 2. Appointment of Rights Agent. The Company hereby appoints the Rights Agent to act as agent for the Company in accordance
with the terms and conditions hereof, and the Rights Agent hereby accepts such appointment. The
Company may from time to time appoint such co-Rights Agents as it may deem necessary or desirable
upon ten (10) days’ prior notice to the Rights Agent. The Rights Agent shall have no duty to
supervise, and shall in no event be liable for the acts or omissions of any such co-Rights Agent.



6









 





          Section 3. Issuance of Right Certificates. (a) Until the close of business on the earlier of (i) the tenth day after the Stock
Acquisition Date or (ii) the tenth Business Day (or such later date as may be determined by action
of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring
Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of
the first public announcement of the intention of such Person (other than an Exempt Person) to
commence, a tender or exchange offer the consummation of which would result in any Person (other
than an Exempt Person) becoming the Beneficial Owner of 4.99% or more of the shares of Common Stock
then outstanding (including, in the case of both clause (i) and (ii), any such date which is after
the date of this Rights Agreement and prior to the issuance of the Rights) (the earlier of such
dates being herein referred to as the “Distribution Date”), (x) the Rights will be
evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock
registered in the names of the holders thereof, and not by separate Right Certificates (as defined
below), and (y) the Rights will be transferable only in connection with the transfer of Common
Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute,
the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights
Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record
holder of Common Stock as of the close of business on the Distribution Date (other than any
Acquiring Person or any Associate or Affiliate of an Acquiring Person), at the address of such
holder shown on the records of the Company, a Right Certificate, in substantially the form of
Exhibit B hereto (a “Right Certificate”), evidencing one Right (subject to adjustment as
provided herein) for each share of Common Stock so held. As of and after the Distribution Date,
the Rights will be evidenced solely by such Right Certificates.



          (b) As promptly as practicable following the Record Date, the Company will send a copy of a
Summary of Rights to Purchase Shares of Preferred Stock, in substantially the form of Exhibit C
hereto (the “Summary of Rights”), by first-class, postage-prepaid mail, to each record
holder of Common Stock as of the close of business on the Record Date (other than any Acquiring
Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown
on the records of the Company. With respect to shares of Common Stock outstanding as of the Record
Date, until the Distribution Date, the Rights associated with such shares will be evidenced by the
share certificate for such shares of Common Stock registered in the names of the holders thereof
together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration
Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record
Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the
Rights associated with the Common Stock represented thereby.



          (c) Rights shall be issued in respect of all shares of Common Stock issued or disposed of
(including, without limitation, upon disposition of Common Stock out of treasury stock or issuance
or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but
prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances
provided in Section 22 hereof, after the Distribution Date. Certificates issued for Common Stock
(including, without limitation, upon transfer of outstanding Common Stock, disposition of Common
Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but
unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the
Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the
following legend:



7









 






This certificate also evidences and entitles the holder hereof to certain rights as set
forth in a Rights Agreement between American Axle & Manufacturing Holdings, Inc. and
EquiServe Trust Company Inc., dated as of September 15, 2003, as the same may be amended,
supplemented or otherwise modified from time to time (the “Rights Agreement”), the
terms of which are hereby incorporated herein by reference and a copy of which is on file at
the principal executive offices of American Axle & Manufacturing Holdings, Inc. Under
certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced
by separate certificates and will no longer be evidenced by this certificate. American Axle
& Manufacturing Holdings, Inc. will mail to the holder of this certificate a copy of the
Rights Agreement without charge after receipt of a written request therefor. Under certain
circumstances, as set forth in the Rights Agreement, Rights owned by or transferred to any
Person who is or becomes an Acquiring Person (as defined in the Rights Agreement) and
certain transferees thereof will become null and void and will no longer be transferable.


With respect to such certificates containing the foregoing legend, until the Distribution Date, the
Rights associated with the Common Stock represented by such certificates shall be evidenced by such
certificates alone, and the surrender for transfer of any such certificate, except as otherwise
provided herein, shall also constitute the transfer of the Rights associated with the Common Stock
represented thereby. In the event that the Company purchases or otherwise acquires any Common
Stock after the Record Date but prior to the Distribution Date, any Rights associated with such
Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to
exercise any Rights associated with the shares of Common Stock which are no longer outstanding.




          Notwithstanding this paragraph (c), the omission of a legend shall not affect the
enforceability of any part of this Rights Agreement or the rights of any holder of the Rights.



          Section 4. Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares and of assignment to
be printed on the reverse thereof) shall be substantially in the form set forth in Exhibit B hereto
and may have such marks of identification or designation and such legends, summaries or
endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with
the provisions of this Rights Agreement, or as may be required to comply with any applicable law or
with any rule or regulation made pursuant thereto or with any rule or regulation of NYSE or of any
other stock exchange or automated quotation system on which the Rights may from time to time be
listed, or to conform
to usage. Subject to the provisions of Sections 11 and 22 hereof, the Right Certificates
shall entitle the holders thereof to purchase such number of one one-thousandths of a share of
Preferred Stock as shall be set forth therein at the Purchase Price (as determined pursuant to
Section 7), but the amount and type of securities purchasable upon the exercise of each Right and
the Purchase Price thereof shall be subject to adjustment as provided herein.



          Section 5. Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the Chief
Executive Officer, the President, any of the Vice Presidents or the Treasurer of the Company,
either manually or by facsimile signature, shall have affixed thereto the Company’s seal or a
facsimile thereof and shall be attested by the Secretary or an Assistant Secretary of the Company,
either manually or by facsimile signature.



8









 







The Right Certificates shall be countersigned by the
Rights Agent, either manually or by facsimile signature, and shall not be valid for any purpose
unless countersigned. In case any officer of the Company who shall have signed any of the Right
Certificates shall cease to be such officer of the Company before countersignature by the Rights
Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be
countersigned by the Rights Agent and issued and delivered by the Company with the same force and
effect as though the Person who signed such Right Certificates had not ceased to be such officer of
the Company; and any Right Certificate may be signed on behalf of the Company by any Person who, at
the actual date of the execution of such Right Certificate, shall be a proper officer of the
Company to sign such Right Certificate, although at the date of the execution of this Rights
Agreement any such Person was not such an officer.



          (b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at an
office or agency designated for such purpose, books for registration and transfer of the Right
Certificates issued hereunder. Such books shall show the names and addresses of the respective
holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right
Certificates and the date of each of the Right Certificates.



          Section 6. Transfer, Split Up, Combination and Exchange of Right Certificates; Mutilated,
Destroyed, Lost or Stolen Right Certificates. (a) Subject to the provisions of this Rights Agreement, at any time after the close of
business on the Distribution Date, and prior to the close of business on the Expiration Date, any
Right Certificate or Right Certificates may be transferred, split up, combined or exchanged for
another Right Certificate or Right Certificates, entitling the registered holder to purchase a like
number of one one-thousandths of a share of Preferred Stock (or, following such time, other
securities, cash or assets as the case may be) as the Right Certificate or Right Certificates
surrendered then entitled such holder to purchase. Any registered holder desiring to transfer,
split up, combine or exchange any Right Certificate or Right Certificates shall make such request
in writing delivered to the Rights Agent, and shall surrender the Right Certificate or Right
Certificates to be transferred, split up, combined or exchanged at the office or agency of the
Rights Agent designated for such purpose. Thereupon the Rights Agent, subject to the provisions of
this Rights Agreement, shall countersign and deliver to the Person entitled thereto a Right
Certificate or Right Certificates, as the case may be, as so requested. The Company may require
payment of a sum sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer, split up, combination or exchange of Right Certificates.



          (b) Subject to the provisions of this Rights Agreement, at any time after the Distribution
Date and prior to the Expiration Date, upon receipt by the Company and the Rights Agent of evidence
reasonably satisfactory to them of the loss, theft, destruction or mutilation of a Right
Certificate, and, in case of loss, theft or destruction, of indemnity or security reasonably
satisfactory to them, and, at the Company’s request, reimbursement to the Company and the Rights
Agent of all reasonable expenses incidental thereto, and upon surrender to the Rights Agent and
cancellation of the Right Certificate if mutilated, the Company will make and deliver a new Right
Certificate of like tenor to the Rights Agent for delivery to the registered holder in lieu of the
Right Certificate so lost, stolen, destroyed or mutilated.



9









 





          Section 7. Exercise of Rights, Purchase Price; Expiration Date of Rights. (a) Except as otherwise provided herein, the Rights shall become exercisable on the
Distribution Date, and thereafter the registered holder of any Right Certificate may, subject to
Section 11(a)(ii) hereof and except as otherwise provided herein, exercise the Rights evidenced
thereby in whole or in part upon surrender of the Right Certificate, with the form of election to
purchase on the reverse side thereof duly executed, to the Rights Agent at the office or agency of
the Rights Agent designated for such purpose, together with payment of the Purchase Price for each
one one-thousandth of a share of Preferred Stock (or other securities, cash or assets, as the case
may be) as to which the Rights are exercised, at any time which is both after the Distribution Date
and prior to the time (the “Expiration Date”) that is the earliest of (i) the close of
business on September 15, 2013 (the “Final Expiration Date”), (ii) the time at which the
Rights are redeemed as provided in Section 23 hereof (the “Redemption Date”) or (iii) the
time at which such Rights are exchanged as provided in Section 24 hereof.



          (b) The purchase price (the “Purchase Price”) shall be initially $120.00 for each one
one-thousandth of a share of Preferred Stock purchasable upon the exercise of a Right. The
Purchase Price and the number of one one-thousandths of a share of Preferred Stock or other
securities or property to be acquired upon exercise of a Right shall be subject to adjustment from
time to time as provided in Sections 11 and 13 hereof and shall be payable in lawful money of the
United States of America in accordance with paragraph (c) of this Section 7.



          (c) Except as otherwise provided herein, upon receipt of a Right Certificate representing
exercisable Rights, with the form of election to purchase duly executed, accompanied by payment of
the aggregate Purchase Price for the number of shares of Preferred Stock to be purchased and an
amount equal to any applicable transfer tax required to be paid by the holder of such Right
Certificate in accordance with Section 6 hereof, in cash or by certified check, cashier’s check or
money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i) (A)
requisition from any transfer agent of the Preferred Stock certificates for the number of shares of
Preferred Stock to be purchased (and the Company hereby irrevocably authorizes its transfer agent
to comply with all such requests), or (B) requisition from the depositary agent appointed by the
Company depositary receipts representing interests in such number of one one-thousandths of a share
of Preferred Stock as are to be purchased, in which case certificates for the Preferred Stock
represented by such receipts shall be deposited by the transfer agent with the depositary agent
(and the Company hereby directs the depositary agent to comply with such request), (ii) when
appropriate, requisition from the
Company the amount of cash to be paid in lieu of issuance of fractional shares in accordance
with Section 14 hereof, (iii) promptly after receipt of such certificates or depositary receipts,
cause the same to be delivered to or upon the order of the registered holder of such Right
Certificate, registered in such name or names as may be designated by such holder and (iv) when
appropriate, after receipt, promptly deliver such cash to or upon the order of the registered
holder of such Right Certificate.



          (d) Except as otherwise provided herein, in case the registered holder of any Right
Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate
evidencing Rights equivalent to the exercisable Rights remaining unexercised shall be issued by the
Rights Agent to the registered holder of such Right Certificate or to his duly authorized assigns,
subject to the provisions of Section 14 hereof.



10









 





          (e) Notwithstanding anything in this Rights Agreement to the contrary, neither the Rights
Agent nor the Company shall be obligated to undertake any action with respect to a registered
holder of Rights upon the occurrence of any purported transfer or exercise of Rights pursuant to
Section 6 hereof or this Section 7 unless such registered holder shall have (i) completed and
signed the certificate contained in the form of assignment or election to purchase set forth on the
reverse side of the Right Certificate surrendered for such transfer or exercise and (ii) provided
such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner)
thereof as the Company shall reasonably request.



          Section 8. Cancellation and Destruction of Right Certificates. All Right Certificates surrendered for the purpose of exercise, transfer, split up,
combination or exchange shall, if surrendered to the Company or to any of its agents, be delivered
to the Rights Agent for cancellation or in cancelled form, or, if surrendered to the Rights Agent,
shall be cancelled by it, and no Right Certificates shall be issued in lieu thereof except as
expressly permitted by any of the provisions of this Rights Agreement. The Company shall deliver
to the Rights Agent for cancellation and retirement, and the Rights Agent shall so cancel and
retire, any other Right Certificate purchased or acquired by the Company otherwise than upon the
exercise thereof. The Rights Agent shall deliver all cancelled Right Certificates to the Company,
or shall, at the written request of the Company, destroy or cause to be destroyed such cancelled
Right Certificates, and in such case shall deliver a certificate of destruction thereof to the
Company.



          Section 9. Availability of Shares of Preferred Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available
out of its authorized and unissued shares of Preferred Stock or any shares of Preferred Stock held
in its treasury, the number of shares of Preferred Stock that will be sufficient to permit the
exercise in full of all outstanding Rights.



          (b) So long as the shares of Preferred Stock (and, following the time that a Person becomes an
Acquiring Person, shares of Common Stock and other securities) issuable upon the exercise of Rights
may be listed or admitted to trading on NYSE or listed on any other national securities exchange or
quotation system, the Company shall use its best efforts to cause, from and after such time as the
Rights become exercisable, all shares reserved for such issuance to be listed or admitted to
trading on NYSE or listed on any other exchange or quotation system upon official notice of
issuance upon such exercise.



          (c) From and after such time as the Rights become exercisable, the Company shall use its best
efforts, if then necessary to permit the issuance of shares of Preferred Stock (and following the
time that a Person first becomes an Acquiring Person, shares of Common Stock and other securities)
upon the exercise of Rights, to register and qualify such shares of Preferred Stock (and following
the time that a Person first becomes an Acquiring Person, shares of Common Stock and other
securities) under the Securities Act and any applicable state securities or “Blue Sky” laws (to the
extent exemptions therefrom are not available), cause such registration statement and
qualifications to become effective as soon as possible after such filing and keep such registration
and qualifications effective until the earlier of (x) the date as of which the Rights are no longer
exercisable for such securities and (y) the Expiration Date. The Company may temporarily suspend,
for a period of time not to exceed ninety (90) days, the exercisability of the Rights in order to
prepare and file a registration statement under the



11









 







Securities Act and permit it to become
effective. Upon any such suspension, the Company shall issue a public announcement stating that
the exercisability of the Rights has been temporarily suspended, as well as a public announcement
at such time as the suspension is no longer in effect. Notwithstanding any provision of this
Rights Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless
the requisite qualification or exemption in such jurisdiction shall have been obtained and until a
registration statement under the Securities Act (if required) shall have been declared effective.



          (d) The Company covenants and agrees that it will take all such action as may be necessary to
ensure that all shares of Preferred Stock (and, following the time that a Person becomes an
Acquiring Person, shares of Common Stock and other securities) delivered upon exercise of Rights
shall, at the time of delivery of the certificates therefor (subject to payment of the Purchase
Price), be duly and validly authorized and issued and fully paid and nonassessable shares.



          (e) The Company further covenants and agrees that it will pay when due and payable any and all
federal and state transfer taxes and charges which may be payable in respect of the issuance or
delivery of the Right Certificates or of any shares of Preferred Stock (or shares of Common Stock
or other securities) upon the exercise of Rights. The Company shall not, however, be required to
pay any transfer tax or charge which may be payable in respect of any transfer or delivery of Right
Certificates to a Person other than, or the issuance or delivery of certificates or depositary
receipts for the Preferred Stock (or shares of Common Stock or other securities) in a name other
than that of, the registered holder of the Right Certificate evidencing Rights surrendered for
exercise or to issue or deliver any certificates or depositary receipts for Preferred Stock (or
shares of Common Stock or other securities) upon the exercise of any Rights until any such tax or
charge shall have been paid (any such tax or charge being payable by that holder of such Right
Certificate at the time of surrender) or until it has been established to the Company’s reasonable
satisfaction that no such tax or charge is due.



          Section 10. Preferred Stock Record Date. Each Person in whose name any certificate for Preferred Stock is issued upon the exercise
of Rights shall for all purposes be deemed to have become the holder of record of the shares of
Preferred Stock represented thereby on, and such certificate shall be dated, the date upon which
the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price
(and any applicable transfer taxes or charges) was made; provided, however, that if
the date of such surrender and payment is
a date upon which the Preferred Stock transfer books of the Company are closed, such Person
shall be deemed to have become the record holder of such shares on, and such certificate shall be
dated, the next succeeding Business Day on which such transfer books are open. Prior to the
exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled
to any rights of a holder of Preferred Stock for which the Rights shall be exercisable, including,
without limitation, the right to vote or to receive dividends or other distributions, and shall not
be entitled to receive any notice of any proceedings of the Company, except as provided herein.



          Section 11. Adjustment of Purchase Price, Number and Kind of Shares and Number of
Rights. The Purchase Price, the number of shares of Preferred Stock or other securities or property
purchasable upon exercise of each Right and the number of Rights outstanding are subject to
adjustment from time to time as provided in this Section 11.



12









 





          (a) (i) In the event the Company shall at any time after the date of this Agreement (A)
declare a dividend on the Preferred Stock payable in shares of Preferred Stock, (B) subdivide the
outstanding shares of Preferred Stock, (C) combine the outstanding shares of Preferred Stock into a
smaller number of shares of Preferred Stock or (D) issue any shares of its capital stock in a
reclassification of the shares of Preferred Stock (including any such reclassification in
connection with a consolidation or merger in which the Company is the continuing or surviving
corporation), except as otherwise provided in this Section 11(a), the Purchase Price in effect at
the time of the record date for such dividend or of the effective date of such subdivision,
combination or reclassification, as the case may be, and the number and kind of shares of capital
stock issuable on such date, shall be proportionately adjusted so that the holder of any Right
exercised after such time shall be entitled to receive the aggregate number and kind of shares of
capital stock which, if such Right had been exercised immediately prior to such date and at a time
when the Preferred Stock transfer books of the Company were open, the holder would have owned upon
such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or
reclassification; provided, however, that in no event shall the consideration to be
paid upon the exercise of one Right be less than the aggregate par value of the shares of capital
stock of the Company issuable upon exercise of one Right.



               (ii) Subject to Section 24 of this Rights Agreement and except as otherwise provided in this
Section 11(a)(ii) and Section 11(a)(iii), in the event that any Person becomes an Acquiring Person,
each holder of a Right shall thereafter have the right to receive, upon exercise thereof at a price
equal to the then-current Purchase Price, in accordance with the terms of this Rights Agreement and
in lieu of shares of Preferred Stock, such number of shares of Common Stock (or at the option of
the Company, such number of one one-thousandths of a share of Preferred Stock) as shall equal the
result obtained by (x) multiplying the then-current Purchase Price by the number of one
one-thousandths of a share of Preferred Stock for which a Right is then exercisable and dividing
that product by (y) 50% of the then-current per share market price of the Company’s Common Stock
(determined pursuant to Section 11(d) hereof) on the date of the occurrence of such event;
provided, however, that the Purchase Price (as so adjusted) and the number of
shares of Common Stock so receivable upon exercise of a Right shall thereafter be subject to
further adjustment as appropriate in accordance with Section 11(f) hereof. Notwithstanding
anything in this Rights Agreement to the contrary, however, from and after the time (the
“invalidation time”) when any Person first becomes an Acquiring Person, any Rights that are
beneficially owned by (x) any Acquiring Person (or any
Affiliate or Associate of any Acquiring Person), (y) a transferee of any Acquiring Person (or
any such Affiliate or Associate) who becomes a transferee after the invalidation time or (z) a
transferee of any Acquiring Person (or any such Affiliate or Associate) who became a transferee
prior to or concurrently with the invalidation time pursuant to either (I) a transfer from the
Acquiring Person to holders of its equity securities or to any Person with whom it has any
continuing agreement, arrangement or understanding, written or otherwise, regarding the transferred
Rights or (II) a transfer that the Board of Directors of the Company has determined is part of a
plan, arrangement or understanding, written or otherwise, which has the purpose or effect of
avoiding the provisions of this paragraph, and subsequent transferees of such Persons, shall be
void without any further action and any holder of such Rights shall thereafter have no rights
whatsoever with respect to such Rights under any provision of this Rights Agreement. The Company
shall use all reasonable efforts to ensure that the provisions of this Section 11(a)(ii) are
complied with, but shall have no liability to any holder of Right Certificates or other Person as a
result of its failure



13









 







to make any determinations with respect to an Acquiring Person or its
Affiliates, Associates or transferees hereunder. From and after the invalidation time, no Right
Certificate shall be issued pursuant to Section 3 or Section 6 hereof that represents Rights that
are or have become void pursuant to the provisions of this paragraph, and any Right Certificate
delivered to the Rights Agent that represents Rights that are or have become void pursuant to the
provisions of this paragraph shall be cancelled. From and after the occurrence of an event
specified in Section 13(a) hereof, any Rights that theretofore have not been exercised pursuant to
this Section 11(a)(ii) shall thereafter be exercisable only in accordance with Section 13 and not
pursuant to this Section 11(a)(ii).



               (iii) The Company may at its option substitute for a share of Common Stock issuable upon the
exercise of Rights in accordance with the foregoing subparagraph (ii) such number or fractions of
shares of Preferred Stock having an aggregate current market value equal to the current per share
market price of a share of Common Stock. In the event that there shall not be sufficient shares of
Common Stock issued but not outstanding or authorized but unissued (and unreserved) to permit the
exercise in full of the Rights in accordance with the foregoing subparagraph (ii), the Board of
Directors of the Company shall, with respect to such deficiency, to the extent permitted by
applicable law and any material agreements then in effect to which the Company is a party (A)
determine the excess of (x) the value of the shares of Common Stock issuable upon the exercise of a
Right in accordance with the foregoing subparagraph (ii) (the “Current Value”) over (y) the
then-current Purchase Price multiplied by the number of one one-thousandths of shares of Preferred
Stock for which a Right was exercisable immediately prior to the time that the Acquiring Person
became such (such excess, the “Spread”), and (B) with respect to each Right (other than
Rights which have become void pursuant to Section 11(a)(ii)), make adequate provision to substitute
for the shares of Common Stock issuable in accordance with subparagraph (ii) upon exercise of the
Right and payment of the applicable Purchase Price, (1) cash, (2) a reduction in such Purchase
Price, (3) shares of Preferred Stock or other equity securities of the Company (including, without
limitation, shares or fractions of shares of preferred stock which, by virtue of having dividend,
voting and liquidation rights substantially comparable to those of the shares of Common Stock, are
deemed in good faith by the Board of Directors of the Company to have substantially the same value
as the shares of Common Stock (such shares of preferred stock and shares or fractions of shares of
preferred stock are hereinafter referred to as “Common Stock equivalents”)), (4) debt
securities of the Company, (5) other
assets or (6) any combination of the foregoing, having a value which, when added to the value
of the shares of Common Stock actually issued upon exercise of such Right, shall have an aggregate
value equal to the Current Value (less the amount of any reduction in such Purchase Price), where
such aggregate value has been determined by the Board of Directors of the Company upon the advice
of a nationally recognized investment banking firm selected in good faith by the Board of Directors
of the Company; provided, however, if the Company shall not make adequate provision
to deliver value pursuant to clause (B) above within thirty (30) days following the date that the
Acquiring Person became such (the “Section 11(a)(ii) Trigger Date”), then the Company shall
be obligated to deliver, to the extent permitted by applicable law and any material agreements then
in effect to which the Company is a party, upon the surrender for exercise of a Right and without
requiring payment of the Purchase Price, shares of Common Stock (to the extent available), and
then, if necessary, such number or fractions of shares of Preferred Stock (to the extent available)
and then, if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread.
If within the thirty (30) day period



14









 







referred to above the Board of Directors of the Company shall
determine in good faith that it is likely that sufficient additional shares of Common Stock could
be authorized for issuance upon exercise in full of the Rights, then, if the Board of Directors of
the Company so elects, such thirty (30) day period may be extended to the extent necessary, but not
more than ninety (90) days after the Section 11(a)(ii) Trigger Date, in order that the Company may
seek stockholder approval for the authorization of such additional shares (such thirty (30) day
period, as it may be extended, is hereinafter called the “Substitution Period”). To the
extent that the Company determines that some action need be taken pursuant to the second and/or
third sentence of this Section 11(a)(iii), the Company (x) shall provide, subject to Section
11(a)(ii) hereof and the last sentence of this Section 11(a)(iii) hereof, that such action shall
apply uniformly to all outstanding Rights and (y) may suspend the exercisability of the Rights
until the expiration of the Substitution Period in order to seek any authorization of additional
shares and/or to decide the appropriate form of distribution to be made pursuant to such second
sentence and to determine the value thereof. In the event of any such suspension, the Company
shall issue a public announcement stating that the exercisability of the Rights has been
temporarily suspended, as well as a public announcement at such time as the suspension is no longer
in effect. For purposes of this Section 11(a)(iii), the value of the shares of Common Stock shall
be the current per share market price (as determined pursuant to Section 11(d)(i)) on the Section
11(a)(ii) Trigger Date and the per share or fractional value of any Common Stock equivalent shall
be deemed to equal the current per share market price of the Common Stock. The Board of Directors
of the Company may, but shall not be required to, establish procedures to allocate the right to
receive shares of Common Stock upon the exercise of the Rights among holders of Rights pursuant to
this Section 11(a)(iii).



          (b) In case the Company shall fix a record date for the issuance of rights, options or
warrants to all holders of Preferred Stock entitling them (for a period expiring within 45 calendar
days after such record date) to subscribe for or purchase Preferred Stock (or shares having similar
rights, privileges and preferences as the Preferred Stock (“equivalent preferred shares”))
or securities convertible into Preferred Stock or equivalent preferred shares at a price per share
of Preferred Stock or equivalent preferred shares (or having a conversion price per share, if a
security convertible into shares of Preferred Stock or equivalent preferred shares) less than the
then-current per share market price of the Preferred Stock (determined pursuant to Section 11(d)
hereof) on such record date, the Purchase Price to
be in effect after such record date shall be determined by multiplying the Purchase Price in
effect immediately prior to such record date by a fraction, the numerator of which shall be the
number of shares of Preferred Stock and equivalent preferred shares outstanding on such record date
plus the number of shares of Preferred Stock and equivalent preferred shares which the aggregate
offering price of the total number of such shares so to be offered (and/or the aggregate initial
conversion price of the convertible securities so to be offered) would purchase at such current
market price, and the denominator of which shall be the number of shares of Preferred Stock and
equivalent preferred shares outstanding on such record date plus the number of additional shares of
Preferred Stock and/or equivalent preferred shares to be offered for subscription or purchase (or
into which the convertible securities so to be offered are initially convertible);
provided, however, that in no event shall the consideration to be paid upon the
exercise of one Right be less than the aggregate par value of the shares of capital stock of the
Company issuable upon exercise of one Right. In case such subscription price may be paid in a
consideration part or all of which shall be in a form other than cash, the value of such
consideration shall be as determined in good faith by the Board



15









 







of Directors of the Company, whose
determination shall be described in a statement filed with the Rights Agent and which shall be
binding on the Rights Agent. Shares of Preferred Stock and equivalent preferred shares owned by or
held for the account of the Company shall not be deemed outstanding for the purpose of any such
computation. Such adjustment shall be made successively whenever such a record date is fixed; and
in the event that such rights, options or warrants are not so issued, the Purchase Price shall be
adjusted to be the Purchase Price which would then be in effect if such record date had not been
fixed.



          (c) In case the Company shall fix a record date for the making of a distribution to all
holders of the Preferred Stock (including any such distribution made in connection with a
consolidation or merger in which the Company is the continuing or surviving corporation) of
evidences of indebtedness or assets (other than a regular quarterly cash dividend or a dividend
payable in Preferred Stock) or subscription rights or warrants (excluding those referred to in
Section 11(b) hereof), the Purchase Price to be in effect after such record date shall be
determined by multiplying the Purchase Price in effect immediately prior to such record date by a
fraction, the numerator of which shall be the then-current per share market price of the Preferred
Stock (determined pursuant to Section 11(d) hereof) on such record date, less the fair market value
(as determined in good faith by the Board of Directors of the Company whose determination shall be
described in a statement filed with the Rights Agent and shall be binding on the Rights Agent) of
the portion of such assets or evidences of indebtedness so to be distributed or of such
subscription rights or warrants applicable to one share of Preferred Stock, and the denominator of
which shall be such current per share market price of the Preferred Stock; provided,
however, that in no event shall the consideration to be paid upon the exercise of one Right
be less than the aggregate par value of the shares of capital stock of the Company to be issued
upon exercise of one Right. Such adjustments shall be made successively whenever such a record
date is fixed; and in the event that such distribution is not so made, the Purchase Price shall
again be adjusted to be the Purchase Price which would then be in effect if such record date had
not been fixed.



          (d) (i) Except as otherwise provided herein, for the purpose of any computation hereunder, the
“current per share market price” of any security (a “Security” for the purpose of this
Section 11(d)(i)) on any date shall be deemed to be the
average of the daily closing prices per share of such Security for the 30 consecutive Trading
Days (as such term is hereinafter defined) immediately prior to such date; provided,
however, that in the event that the current per share market price of the Security is
determined during a period following the announcement by the issuer of such Security of (A) a
dividend or distribution on such Security payable in shares of such Security or securities
convertible into such shares, or (B) any subdivision, combination or reclassification of such
Security, and prior to the expiration of 30 Trading Days after the ex-dividend date for such
dividend or distribution, or the record date for such subdivision, combination or reclassification,
then, and in each such case, the current per share market price shall be appropriately adjusted to
reflect the current market price per share equivalent of such Security. The closing price for each
day shall be the last sale price, regular way, or, in case no such sale takes place on such day,
the average of the closing bid and asked prices, regular way, in either case as reported by (w) the
principal consolidated transaction reporting system with respect to securities listed or admitted
to trading on NYSE or, (x) if the Security is not listed or admitted to trading on the NYSE, as
reported in the principal consolidated transaction reporting system with respect to securities
listed on the principal



16









 







national securities exchange on which the Security is listed or admitted to
trading or, if (y) the Security is not listed or admitted to trading on any national securities
exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked
prices in the over-the-counter market, as reported by Nasdaq or such other system then in use, or,
(z) if on any such date the Security is not quoted by any such organization, the average of the
closing bid and asked prices as furnished by a professional market maker making a market in the
Security selected by the Board of Directors of the Company. The term “Trading Day” shall
mean a day on which the principal national securities exchange on which the Security is listed or
admitted to trading is open for the transaction of business or, if the Security is not listed or
admitted to trading on any national securities exchange, a Business Day.



               (ii) For the purpose of any computation hereunder, if the Preferred Stock is publicly traded,
the “current per share market price” of the Preferred Stock shall be determined in accordance with
the method set forth in Section 11(d)(i). If the Preferred Stock is not publicly traded but the
Common Stock is publicly traded, the “current per share market price” of the Preferred Stock shall
be conclusively deemed to be the current per share market price of the Common Stock, as determined
pursuant to Section 11(d)(i), multiplied by one thousand (appropriately adjusted to reflect any
stock split, stock dividend or similar transaction occurring after the date hereof). If neither
the Common Stock nor the Preferred Stock is publicly traded, “current per share market price” shall
mean the fair value per share as determined in good faith by the Board of Directors of the Company,
whose determination shall be described in a statement filed with the Rights Agent and shall be
binding on the Rights Agent.



          (e) No adjustment in the Purchase Price shall be required unless such adjustment would require
an increase or decrease of at least 1% in the Purchase Price; provided, however,
that any adjustments not required to be made by reason of this Section 11(e) shall be carried
forward and taken into account in any subsequent adjustment. All calculations under this Section
11 shall be made to the nearest cent or to the nearest one ten-thousandth of a share of Preferred
Stock or share of Common Stock or other share or security as the case may be. Notwithstanding the
first sentence of this Section 11(e), any adjustment required by this Section 11 shall be made no
later than the earlier of (i) three years from the date of the transaction which requires such
adjustment or (ii) the Expiration Date.



          (f) If as a result of an adjustment made pursuant to Section 11(a) hereof, the holder of any
Right thereafter exercised shall become entitled to receive any shares of capital stock of the
Company other than the Preferred Stock, thereafter the Purchase Price and the number of such other
shares so receivable upon exercise of a Right shall be subject to adjustment from time to time in a
manner and on terms as nearly equivalent as practicable to the provisions with respect to the
Preferred Stock contained in Section 11(a), 11(b), 11(c), 11(e), 11(h), 11(i) and 11(m) and the
provisions of Sections 7, 9, 10, 13 and 14 hereof with respect to the Preferred Stock shall apply
on like terms to any such other shares.



          (g) All Rights originally issued by the Company subsequent to any adjustment made to the
Purchase Price hereunder shall evidence the right to purchase, at the adjusted Purchase Price, the
number of one one-thousandths of a share of Preferred Stock purchasable from time to time hereunder
upon exercise of the Rights, all subject to further adjustment as provided herein.



17









 





          (h) Unless the Company shall have exercised its election as provided in Section 11(i), upon
each adjustment of the Purchase Price as a result of the calculations made in Section 11(b) and
(c), each Right outstanding immediately prior to the making of such adjustment shall thereafter
evidence the right to purchase, at the adjusted Purchase Price, that number of one one-thousandths
of a share of Preferred Stock (calculated to the nearest one ten-thousandth of a share of Preferred
Stock) obtained by (i) multiplying (x) the number of one one-thousandths of a share of Preferred
Stock purchasable upon the exercise of a Right immediately prior to such adjustment by (y) the
Purchase Price in effect immediately prior to such adjustment of the Purchase Price and (ii)
dividing the product so obtained by the Purchase Price in effect immediately after such adjustment
of the Purchase Price.



          (i) The Company may elect on or after the date of any adjustment of the Purchase Price
pursuant to Sections 11(b) or 11(c) hereof to adjust the number of Rights, in substitution for any
adjustment in the number of one one-thousandths of a share of Preferred Stock purchasable upon the
exercise of a Right. Each of the Rights outstanding after such adjustment of the number of Rights
shall be exercisable for the number of one one-thousandths of a share of Preferred Stock for which
a Right was exercisable immediately prior to such adjustment. Each Right held of record prior to
such adjustment of the number of Rights shall become that number of Rights (calculated to the
nearest one ten-thousandth) obtained by dividing the Purchase Price in effect immediately prior to
adjustment of the Purchase Price by the Purchase Price in effect immediately after adjustment of
the Purchase Price. The Company shall make a public announcement of its election to adjust the
number of Rights, indicating the record date for the adjustment, and, if known at the time, the
amount of the adjustment to be made. This record date may be the date on which the Purchase Price
is adjusted or any day thereafter, but, if the Right Certificates have been issued, shall be at
least 10 days later than the date of the public announcement. If Right Certificates have been
issued, upon each adjustment of the number of Rights pursuant to this Section 11(i), the Company
may, as promptly as practicable, cause to be distributed to holders of record of Right Certificates
on such record date Right Certificates evidencing, subject to Section 14 hereof, the additional
Rights to which such holders shall be entitled as a result of such adjustment, or, at the option of
the Company, shall cause to be distributed to such holders of record in substitution and
replacement for the Right Certificates held by such holders prior to the date of adjustment, and
upon surrender thereof, if
required by the Company, new Right Certificates evidencing all the Rights to which such
holders shall be entitled as a result of such adjustment. Right Certificates so to be distributed
shall be issued, executed and countersigned in the manner provided for herein and shall be
registered in the names of the holders of record of Right Certificates on the record date specified
in the public announcement.



          (j) Irrespective of any adjustment or change in the Purchase Price or the number of one
one-thousandths of a share of Preferred Stock issuable upon the exercise of the Rights, the Right
Certificates theretofore and thereafter issued may continue to express the Purchase Price and the
number of one one-thousandths of a share of Preferred Stock which were expressed in the initial
Right Certificates issued hereunder.



          (k) Before taking any action that would cause an adjustment reducing the Purchase Price below
the then par value, if any, of the shares of Preferred Stock or other shares of capital stock
issuable upon exercise of the Rights, the Company shall take any corporate



18









 







action which may, in the
opinion of its counsel, be necessary in order that the Company may validly and legally issue fully
paid and nonassessable shares of Preferred Stock or other such shares at such adjusted Purchase
Price.



          (l) In any case in which this Section 11 shall require that an adjustment in the Purchase
Price be made effective as of a record date for a specified event, the Company may elect to defer
until the occurrence of such event the issuing to the holder of any Right exercised after such
record date the Preferred Stock, Common Stock or other capital stock or securities of the Company,
if any, issuable upon such exercise over and above the Preferred Stock, Common Stock or other
capital stock or securities of the Company, if any, issuable upon such exercise on the basis of the
Purchase Price in effect prior to such adjustment; provided, however, that the
Company shall deliver to such holder a due bill or other appropriate instrument evidencing such
holder’s right to receive such additional shares upon the occurrence of the event requiring such
adjustment.



          (m) Notwithstanding anything in this Section 11 to the contrary, the Company shall be entitled
to make such adjustments in the Purchase Price, in addition to those adjustments expressly required
by this Section 11, as and to the extent that it in its sole discretion shall determine to be
advisable in order that any consolidation or subdivision of the Preferred Stock, issuance (wholly
for cash) of any shares of Preferred Stock at less than the current market price, issuance (wholly
for cash) of Preferred Stock or securities which by their terms are convertible into or
exchangeable for Preferred Stock, dividends on Preferred Stock payable in shares of Preferred Stock
or issuance of rights, options or warrants referred to hereinabove in Section 11(b), hereafter made
by the Company to holders of its Preferred Stock shall not be taxable to such stockholders.



          (n) Notwithstanding anything in this Rights Agreement to the contrary, in the event that at
any time after the date of this Rights Agreement and prior to the Distribution Date, the Company
shall (i) declare or pay any dividend on the Common Stock payable in Common Stock or (ii) effect a
subdivision, combination or consolidation of the Common Stock (by reclassification or otherwise
than by payment of a dividend payable in Common Stock) into a greater or lesser number of shares of
Common Stock, then in any such case, the number of
Rights associated with each share of Common Stock then outstanding, or issued or delivered
thereafter, shall be proportionately adjusted so that the number of Rights thereafter associated
with each share of Common Stock following any such event shall equal the result obtained by
multiplying the number of Rights associated with each share of Common Stock immediately prior to
such event by a fraction the numerator of which shall be the total number of shares of Common Stock
outstanding immediately prior to the occurrence of the event and the denominator of which shall be
the total number of shares of Common Stock outstanding immediately following the occurrence of such
event.



          (o) The Company agrees that, after the earlier of the Distribution Date or the Stock
Acquisition Date, it will not, except as permitted by Sections 23, 24 or 27 hereof, take (or permit
any Subsidiary to take) any action if at the time such action is taken it is reasonably foreseeable
that such action will diminish substantially or eliminate the benefits intended to be afforded by
the Rights.



19









 





          Section 12. Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or 13 hereof, the Company shall
promptly (a) prepare a certificate setting forth such adjustment, and a brief statement of the
facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent
for the Common Stock or the Preferred Stock a copy of such certificate and (c) mail a brief summary
thereof to each holder of a Right Certificate in accordance with Section 25 hereof (if so required
under Section 25 hereof). The Rights Agent shall be fully protected in relying on any such
certificate and on any adjustment therein contained and shall not be deemed to have knowledge of
any such adjustment unless and until it shall have received such certificate.



          Section 13. Consolidation, Merger or Sale or Transfer of Assets or Earnings Power. (a) In the event, directly or indirectly, at any time after any Person has become an
Acquiring Person, (i) the Company shall merge with and into any other Person, (ii) any Person shall
consolidate with the Company, or any Person shall merge with and into the Company and the Company
shall be the continuing or surviving corporation of such merger and, in connection with such
merger, all or part of the Common Stock shall be changed into or exchanged for stock or other
securities of any other Person (or of the Company) or cash or any other property, or (iii) the
Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or
otherwise transfer), in one or more transactions, assets or earning power aggregating to 50% or
more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any
other Person (other than the Company or one or more of its wholly-owned Subsidiaries), then, and in
each such case, proper provision shall be made so that:




          (A) each holder of record of a Right (other than Rights which have become void
pursuant to Section 11(a)(ii)) shall thereafter have the right to receive, upon the
exercise thereof at a price equal to the then-current Purchase Price multiplied by
the number of one one-thousandths of a share of Preferred Stock for which a Right
was exercisable (whether or not such Right was then exercisable) immediately prior
to the time that any Person first became an Acquiring Person (each as subsequently
adjusted thereafter pursuant to Section 11(a)(i), 11(b), 11(c), 11(h), 11(i) and
11(m)), in accordance with the terms of this Rights Agreement and in lieu of
Preferred Stock, such number of validly issued,
fully paid and non-assessable and freely tradeable shares of Common Stock of
the Principal Party (as defined below) not subject to any liens, encumbrances,
rights of first refusal or other adverse claims, as shall be equal to the result
obtained by (1) multiplying the then-current Purchase Price by the number of one
one-thousandths of a share of Preferred Stock for which a Right was exercisable
immediately prior to the time that any Person first became an Acquiring Person (as
subsequently adjusted thereafter pursuant to Section 11(a)(i), 11(b), 11(c), 11(h),
11(i) and 11(m)) and (2) dividing that product by 50% of the then-current per share
market price of the Common Stock of such Principal Party (determined pursuant to
Section 11(d)(i) hereof) on the date of consummation of such consolidation, merger,
sale or transfer; provided that the Purchase Price and the number of shares
of Common Stock of such Principal Party issuable upon exercise of each Right shall
be further adjusted as provided in Section 11(f) of this Rights Agreement to reflect
any events occurring



20









 







in respect of such Principal Party after the date of such
consolidation, merger, sale or transfer;




          (B) such Principal Party shall thereafter be liable for, and shall assume, by
virtue of such consolidation, merger, sale or transfer, all the obligations and
duties of the Company pursuant to this Rights Agreement;




          (C) the term “Company” shall thereafter be deemed to refer to such
Principal Party; and




          (D) such Principal Party shall take such steps (including, but not limited to,
the reservation of a sufficient number of its shares of its Common Stock) in
connection with such consummation of any such transaction as may be necessary to
assure that the provisions hereof shall thereafter be applicable, as nearly as
reasonably may be, in relation to the shares of its Common Stock thereafter
deliverable upon the exercise of the Rights; provided that, upon the
subsequent occurrence of any consolidation, merger, sale or transfer of assets or
other extraordinary transaction in respect of such Principal Party, each holder of a
Right shall thereupon be entitled to receive, upon exercise of a Right and payment
of the Purchase Price as provided in this Section 13(a), such cash, shares, rights,
warrants and other property which such holder would have been entitled to receive
had such holder, at the time of such transaction, owned the Common Stock of the
Principal Party receivable upon the exercise of a Right pursuant to this Section
13(a), and such Principal Party shall take such steps (including, but not limited
to, reservation of shares of stock) as may be necessary to permit the subsequent
exercise of the Rights in accordance with the terms hereof for such cash, shares,
rights, warrants and other property.



          (b) “Principal Party” shall mean:




          (i) in the case of any transaction described in (i) or (ii) of the first sentence of
Section 13(a) hereof: (A) the Person that is the issuer of the securities into which the
shares of Common Stock are converted in such merger or consolidation, or, if there is more
than one such issuer, the issuer of the shares of Common Stock of which
have the greatest aggregate market value of shares outstanding, or (B) if no securities
are so issued, (x) the Person that is the other party to the merger, if such Person survives
said merger, or, if there is more than one such Person, the Person the shares of Common
Stock of which have the greatest aggregate market value of shares outstanding or (y) if the
Person that is the other party to the merger does not survive the merger, the Person that
does survive the merger (including the Company if it survives) or (z) the Person resulting
from the consolidation; and




          (ii) in the case of any transaction described in (iii) of the first sentence in Section
13(a) hereof, the Person that is the party receiving the greatest portion of the assets or
earning power transferred pursuant to such transaction or transactions, or, if each Person
that is a party to such transaction or transactions receives the same portion of the assets
or earning power so transferred or if the Person receiving the greatest portion



21









 







of the
assets or earning power cannot be determined, whichever of such Persons is the issuer of
Common Stock having the greatest aggregate market value of shares outstanding;


provided, however, that in any such case described in the foregoing clause (b)(i)
or (b)(ii), if the Common Stock of such Person is not at such time or has not been continuously
over the preceding 12-month period registered under Section 12 of the Exchange Act, then (1) if
such Person is a direct or indirect Subsidiary of another Person the Common Stock of which is and
has been so registered, the term “Principal Party” shall refer to such other Person, or (2) if such
Person is a Subsidiary, directly or indirectly, of more than one Person, and the Common Stocks of
all of such persons have been so registered, the term “Principal Party” shall refer to whichever of
such Persons is the issuer of Common Stock having the greatest aggregate market value of shares
outstanding, or (3) if such Person is owned, directly or indirectly, by a joint venture formed by
two or more Persons that are not owned, directly or indirectly, by the same Person, the rules set
forth in clauses (1) and (2) above shall apply to each of the owners having an interest in the
venture as if the Person owned by the joint venture was a Subsidiary of both or all of such joint
venturers, and the Principal Party in each such case shall bear the obligations set forth in this
Section 13 in the same ratio as its interest in such Person bears to the total of such interests.




          (c) The Company shall not consummate any consolidation, merger, sale or transfer referred to
in Section 13(a) hereof unless prior thereto the Company and the Principal Party involved therein
shall have executed and delivered to the Rights Agent an agreement confirming that the requirements
of Sections 13(a) and (b) hereof shall promptly be performed in accordance with their terms and
that such consolidation, merger, sale or transfer of assets shall not result in a default by the
Principal Party under this Rights Agreement as the same shall have been assumed by the Principal
Party pursuant to Sections 13(a) and (b) hereof and providing that, as soon as practicable after
executing such agreement pursuant to this Section 13, the Principal Party will:




          (i) prepare and file a registration statement under the Securities Act, if necessary,
with respect to the Rights and the securities purchasable upon exercise of the Rights on an
appropriate form, use its best efforts to cause such registration statement to become
effective as soon as practicable after such filing and use its best efforts to cause such
registration statement to remain effective (with a prospectus at all times meeting the
requirements of the Securities Act) until the Expiration Date, and similarly comply
with applicable state securities laws;




          (ii) use its best efforts, if the Common Stock of the Principal Party shall be listed
or admitted to trading on NYSE or on another national securities exchange, to list or admit
to trading (or continue the listing of) the Rights and the securities purchasable upon
exercise of the Rights on NYSE or such securities exchange, or, if the Common Stock of the
Principal Party shall not be listed or admitted to trading on NYSE or a national securities
exchange, to cause the Rights and the securities receivable upon exercise of the Rights to
be reported by such other system then in use;



22









 






          (iii) deliver to holders of the Rights historical financial statements for the
Principal Party which comply in all respects with the requirements for registration on Form
10 (or any successor form) under the Exchange Act; and




          (iv) obtain waivers of any rights of first refusal or preemptive rights in respect of
the Common Stock of the Principal Party subject to purchase upon exercise of outstanding
Rights.



          (d) In case the Principal Party has a provision in any of its authorized securities or in its
certificate of incorporation or by-laws or other instrument governing its affairs, which provision
would have the effect of (i) causing such Principal Party to issue (other than to holders of Rights
pursuant to this Section 13), in connection with, or as a consequence of, the consummation of a
transaction referred to in this Section 13, shares of Common Stock or Common Stock equivalents of
such Principal Party at less than the then-current market price per share thereof (determined
pursuant to Section 11(d) hereof) or securities exercisable for, or convertible into, Common Stock
or Common Stock equivalents of such Principal Party at less than such then-current market price, or
(ii) providing for any special payment, tax or similar provision in connection with the issuance of
the Common Stock of such Principal Party pursuant to the provisions of Section 13, then, in such
event, the Company hereby agrees with each holder of Rights that it shall not consummate any such
transaction unless prior thereto the Company and such Principal Party shall have executed and
delivered to the Rights Agent a supplemental agreement providing that the provision in question of
such Principal Party shall have been canceled, waived or amended, or that the authorized securities
shall be redeemed, so that the applicable provision will have no effect in connection with, or as a
consequence of, the consummation of the proposed transaction.



          (e) The Company covenants and agrees that it shall not, at any time after a Person first
becomes an Acquiring Person enter into any transaction of the type contemplated by Sections
13(a)(i)-(iii) hereof if (x) at the time of or immediately after such consolidation, merger, sale,
transfer or other transaction there are any rights, warrants or other instruments or securities
outstanding or agreements in effect which would substantially diminish or otherwise eliminate the
benefits intended to be afforded by the Rights, (y) prior to, simultaneously with or immediately
after such consolidation, merger, sale, transfer or other transaction, the stockholders of the
Person who constitutes, or would constitute, the Principal Party for purposes of Section 13(b)
hereof shall have received a distribution of Rights previously owned by such Person or any
of its Affiliates or Associates or (z) the form or nature of organization of the Principal
Party would preclude or limit the exercisability of the Rights.



          Section 14. Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights (except prior to the
Distribution Date in accordance with Section 11(n) hereof) or to distribute Right Certificates
which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the
registered holders of the Right Certificates with regard to which such fractional Rights would
otherwise be issuable, an amount in cash equal to the same fraction of the current market value of
a whole Right. For the purposes of this Section 14(a), the current market value of a whole Right
shall be the closing price of the Rights for the Trading Day immediately prior to the date on which
such fractional Rights would have been otherwise issuable. The closing price for any day shall be
the last sale price, regular



23









 







way, or, in case no such sale takes place on such day, the average of
the closing bid and asked prices, regular way, in either case as reported by (w) the principal
consolidated transaction reporting system with respect to securities listed or admitted to trading
on NYSE or, (x) if the Rights are not listed or admitted to trading on NYSE, as reported in the
principal consolidated transaction reporting system with respect to securities listed on the
principal national securities exchange on which the Rights are listed or admitted to trading or,
(y) if the Rights are not listed or admitted to trading on any national securities exchange, the
last quoted price or, if not so quoted, the average of the high bid and low asked prices in the
over-the-counter market, as reported by Nasdaq or such other system then in use or, (z) if on any
such date the Rights are not quoted by any such organization, the average of the closing bid and
asked prices as furnished by a professional market maker making a market in the Rights selected by
the Board of Directors of the Company. If on any such date no such market maker is making a market
in the Rights, the fair value of the Rights on such date as determined in good faith by the Board
of Directors of the Company shall be used.



          (b) The Company shall not be required to issue fractions of shares of Preferred Stock (other
than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock)
upon exercise of the Rights or to distribute certificates which evidence fractional shares of
Preferred Stock (other than fractions which are integral multiples of one one-thousandth of a share
of Preferred Stock). Interests in fractions of Preferred Stock in integral multiples of one
one-thousandth of a share of Preferred Stock may, at the election of the Company, be evidenced by
depositary receipts, pursuant to an appropriate agreement between the Company and a depositary
selected by it; provided, that such agreement shall provide that the holders of such
depositary receipts shall have all the rights, privileges and preferences to which they are
entitled as beneficial owners of the Preferred Stock represented by such depositary receipts. In
lieu of fractional shares of Preferred Stock that are not integral multiples of one one-thousandth
of a share of Preferred Stock, the Company shall pay to the registered holders of Right
Certificates at the time such Rights are exercised for shares of Preferred Stock as herein provided
an amount in cash equal to the same fraction of the current market value of one share of Preferred
Stock. For the purposes of this Section 14(b), the current market value of a share of Preferred
Stock shall be the closing price of a share of Preferred Stock (as determined pursuant to Section
11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise.



          (c) The Company shall not be required to issue fractions of shares of Common Stock or to
distribute certificates which evidence fractional shares of Common Stock
upon the exercise or exchange of Rights. In lieu of such fractional shares of Common Stock,
the Company shall pay to the registered holders of the Right Certificates at the time such Rights
are exercised or exchanged for shares of Common Stock as herein provided an amount in cash equal to
the same fraction of the current market value of a whole share of Common Stock (as determined in
accordance with Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of such
exercise or exchange.



          (d) The holder of a Right by the acceptance of the Right expressly waives the right to receive
any fractional Rights or any fractional shares upon exercise or exchange of a Right (except as
provided above).



24









 





          Section 15. Rights of Action. All rights of action in respect of this Rights Agreement, excepting the rights of action
given to the Rights Agent under Section 18 hereof, are vested in the respective registered holders
of the Right Certificates (and, prior to the Distribution Date, the registered holders of the
Common Stock); and any registered holder of any Right Certificate (or, prior to the Distribution
Date, of the Common Stock), without the consent of the Rights Agent or of the holder of any other
Right Certificate (or, prior to the Distribution Date, of the Common Stock), on such holder’s own
behalf and for such holder’s own benefit, may enforce, and may institute and maintain any suit,
action or proceeding against the Company to enforce, or otherwise act in respect of, such holder’s
right to exercise the Rights evidenced by such Right Certificate (or, prior to the Distribution
Date, such Common Stock) in the manner provided in such Right Certificate and in this Rights
Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it
is specifically acknowledged that the holders of Rights would not have an adequate remedy at law
for any breach of this Rights Agreement and will be entitled to specific performance of the
obligations under, and injunctive relief against actual or threatened violations of the obligations
of any Person subject to, this Rights Agreement.



          Section 16. Agreement of Right Holders. Every holder of a Right, by accepting the same, consents and agrees with the Company and
the Rights Agent and with every other holder of a Right that:




          (i) prior to the Distribution Date, the Rights will be transferable only in connection
with the transfer of the Common Stock;




          (ii) after the Distribution Date, the Right Certificates are transferable only on the
registry books of the Rights Agent if surrendered at the office or agency of the Rights
Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of
transfer; and




          (iii) the Company and the Rights Agent may deem and treat the Person in whose name the
Right Certificate (or, prior to the Distribution Date, the Common Stock) is registered as
the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any
notations of ownership or writing on the Right Certificates or the Common Stock certificate
made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and
neither the Company nor the Rights Agent, subject to Section 7(e) hereof, shall be affected
by any notice to the contrary.



          Section 17. Right Certificate Holder Not Deemed a Stockholder. No holder, as such, of any Right Certificate shall be entitled to vote, receive dividends
or be deemed for any purpose the holder of the Preferred Stock or any other securities of the
Company which may at any time be issuable on the exercise or exchange of the Rights represented
thereby, nor shall anything contained herein or in any Right Certificate be construed to confer
upon the holder of any Right Certificate, as such, any of the rights of a stockholder of the
Company or any right to vote for the election of directors or upon any matter submitted to
stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to
receive notice of meetings or other actions affecting stockholders (except as provided in this
Rights Agreement), or to



25









 







receive dividends or subscription rights, or otherwise, until the Rights
evidenced by such Right Certificate shall have been exercised or exchanged in accordance with the
provisions hereof.



          Section 18. Concerning the Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services
rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable
expenses and counsel fees and other disbursements incurred in the administration and execution of
this Rights Agreement and the exercise and performance of its duties hereunder. The Company also
agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability or
expense, incurred without gross negligence, bad faith or intentional misconduct on the part of the
Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance
and administration of this Rights Agreement, including the costs and expenses of defending against
any claim of liability arising therefrom, directly or indirectly.



          (b) The Rights Agent shall be protected and shall incur no liability for, or in respect of any
action taken, suffered or omitted by it in connection with, its administration of this Rights
Agreement in reliance upon any Right Certificate or certificate for the Preferred Stock or Common
Stock or for other securities of the Company, instrument of assignment or transfer, power of
attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or
other paper or document reasonably believed by it to be genuine and to be signed, executed and,
where necessary, verified or acknowledged, by the proper Person or Persons, or otherwise upon the
advice of counsel as set forth in Section 20 hereof.



          Section 19. Merger or Consolidation or Change of Name of Rights Agent. (a) Any corporation into which the Rights Agent or any successor Rights Agent may be merged
or with which it may be consolidated, or any corporation resulting from any merger or consolidation
to which the Rights Agent or any successor Rights Agent shall be a party, or any corporation
succeeding to the stock transfer or corporate trust powers of the Rights Agent or any successor
Rights Agent, shall be the successor to the Rights Agent under this Rights Agreement without the
execution or filing of any paper or any further act on the part of any of the parties hereto;
provided, that such corporation would be eligible for appointment as a successor Rights
Agent under the provisions of Section 21 hereof. In case at the time such successor Rights Agent
shall succeed to the agency created by this Rights Agreement, any of the Right Certificates shall
have been countersigned but not delivered, such successor Rights Agent may adopt the
countersignature of the predecessor Rights Agent and deliver such Right Certificates so
countersigned; and in case at that time any of the Right Certificates shall not have been
countersigned, any successor Rights Agent may countersign such Right Certificates either in the
name of the predecessor Rights Agent or in the name of such successor Rights Agent; and in all
such cases such Right Certificates shall have the full force provided in the Right
Certificates and in this Rights Agreement.



          (b) In case at any time the name of the Rights Agent shall be changed and at such time any of
the Right Certificates shall have been countersigned but not delivered the Rights Agent may adopt
the countersignature under its prior name and deliver Right Certificates so countersigned; and in
case at that time any of the Right Certificates shall not have been countersigned, the Rights Agent
may countersign such Right Certificates either in its prior name



26









 







or in its changed name and in all
such cases such Right Certificates shall have the full force provided in the Right Certificates and
in this Rights Agreement.



          Section 20. Duties of Rights Agent. The Rights Agent undertakes the duties and obligations imposed by this Rights Agreement
upon the following terms and conditions, by all of which the Company and the holders of Right
Certificates, by their acceptance thereof, shall be bound:




     (a) The Rights Agent may consult with legal counsel (who may be legal counsel for the
Company), and the opinion of such counsel shall be full and complete authorization and
protection to the Rights Agent as to any action taken or omitted by it in good faith and in
accordance with such opinion.




     (b) Whenever in the performance of its duties under this Rights Agreement the Rights
Agent shall deem it necessary or desirable that any fact or matter be proved or established
by the Company prior to taking or suffering any action hereunder, such fact or matter
(unless other evidence in respect thereof be herein specifically prescribed) may be deemed
to be conclusively proved and established by a certificate signed by any one of the Chief
Executive Officer, President, any Vice President, the Treasurer or the Secretary of the
Company (each, an “Authorized Officer”) and delivered to the Rights Agent; and such
certificate shall be full authorization to the Rights Agent for any action taken or suffered
in good faith by it under the provisions of this Rights Agreement in reliance upon such
certificate.




     (c) The Rights Agent shall be liable hereunder to the Company and any other Person only
for its own gross negligence, bad faith or intentional misconduct.




     (d) The Rights Agent shall not be liable for or by reason of any of the statements of
fact or recitals contained in this Rights Agreement or in the Right Certificates (except its
countersignature thereof) or be required to verify the same, but all such statements and
recitals are and shall be deemed to have been made by the Company only.




     (e) The Rights Agent shall not be under any responsibility in respect of the validity
of this Rights Agreement or the execution and delivery hereof (except the due execution
hereof by the Rights Agent) or in respect of the validity or execution of any Right
Certificate (except its countersignature thereof); nor shall it be responsible for any
breach by the Company of any covenant or condition contained in this Rights Agreement or in
any Right Certificate; nor shall it be responsible for any change in the exercisability
of the Rights (including the Rights becoming void pursuant to Section 11(a)(ii) hereof)
or any adjustment in the terms of the Rights (including the manner, method or amount
thereof) provided for in Sections 3, 11, 13, 23 and 24, or the ascertaining of the existence
of facts that would require any such change or adjustment (except with respect to the
exercise of Rights evidenced by Right Certificates after receipt of a certificate furnished
pursuant to Section 12, describing such change or adjustment); nor shall it by any act
hereunder be deemed to make any representation or warranty as to the authorization or
reservation of any shares of Preferred Stock or other securities to be issued pursuant to



27









 







this Rights Agreement or any Right Certificate or as to whether any shares of Preferred
Stock or other securities will, when issued, be validly authorized and issued, fully paid
and nonassessable.




     (f) The Company agrees that it will perform, execute, acknowledge and deliver or cause
to be performed, executed, acknowledged and delivered all such further and other acts,
instruments and assurances as may reasonably be required by the Rights Agent for the
carrying out or performing by the Rights Agent of the provisions of this Rights Agreement.




     (g) The Rights Agent is hereby authorized and directed to accept instructions with
respect to the performance of its duties hereunder from any person reasonably believed by
the Rights Agent to be one of the Authorized Officers, and to apply to such Authorized
Officers for advice or instructions in connection with its duties, and it shall not be
liable for any action taken or suffered by it in good faith in accordance with instructions
of any such Authorized Officer or for any delay in acting while waiting for those
instructions. Any application by the Rights Agent for written instructions from the Company
may, at the option of the Rights Agent, set forth in writing any action proposed to be taken
or omitted by the Rights Agent under this Rights Agreement and the date on and/or after
which such action shall be taken or such omission shall be effective. The Rights Agent
shall not be liable for any action taken by, or omission of, the Rights Agent in accordance
with a proposal included in any such application on or after the date specified in such
application (which date shall not be less than five Business Days after the date any
Authorized Officer of the Company actually receives such application, unless any such
Authorized Officer shall have consented in writing to an earlier date) unless, prior to
taking any such action (or the effective date in the case of an omission), the Rights Agent
shall have received written instructions in response to such application specifying the
action to be taken or omitted.




     (h) The Rights Agent and any stockholder, director, officer or employee of the Rights
Agent may buy, sell or deal in any of the Rights or other securities of the Company or
become pecuniarily interested in any transaction in which the Company may be interested, or
contract with or lend money to the Company or otherwise act as fully and freely as though it
were not Rights Agent under this Rights Agreement. Nothing herein shall preclude the Rights
Agent from acting in any other capacity for the Company or for any other legal entity.




     (i) The Rights Agent may execute and exercise any of the rights or powers hereby vested
in it or perform any duty hereunder either itself or by or through its
attorneys or agents, and the Rights Agent shall not be answerable or accountable for
any act, default, neglect or misconduct of any such attorneys or agents or for any loss to
the Company resulting from any such act, default, neglect or misconduct, provided reasonable
care was exercised in the selection and continued employment thereof.




     (j) If, with respect to any Right Certificate surrendered to the Rights Agent for
exercise or transfer, the certificate contained in the form of assignment or the form of
election to purchase set forth on the reverse thereof, as the case may be, has not been



28









 







completed to certify the holder is not an Acquiring Person (or an Affiliate or Associate
thereof) or a transferee thereof, the Rights Agent shall not take any further action with
respect to such requested exercise or transfer without first consulting with the Company.



          Section 21. Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties
under this Rights Agreement upon 30 days’ notice in writing mailed to the Company and, in the event
that the Rights Agent is not also the transfer agent for the Company, to each transfer agent of the
Common Stock or Preferred Stock by registered or certified mail. In the event the transfer agency
relationship in effect between the Company and the Rights Agent terminates, the Rights Agent will
be deemed to resign automatically on the effective date of such termination; and any required
notice will be sent to the Company. The Company may remove the Rights Agent or any successor
Rights Agent upon 30 days’ notice in writing, mailed to the Rights Agent or successor Rights Agent,
as the case may be, and to each transfer agent of the Common Stock or Preferred Stock by registered
or certified mail, and, following the Distribution Date, to the holders of the Right Certificates
by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become
incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company
shall fail to make such appointment within a period of 30 days after giving notice of such removal
or after it has been notified in writing of such resignation or incapacity by the resigning or
incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice,
submit his Right Certificate for inspection by the Company), then the registered holder of any
Right Certificate may apply to any court of competent jurisdiction for the appointment of a new
Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court,
shall be (A) a corporation organized and doing business under the laws of the United States or any
State thereof, which is authorized under such laws to exercise corporate trust or stock transfer
powers and is subject to supervision or examination by federal or state authority and which has at
the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million
or (B) an affiliate of a corporation described in clause (A) of this sentence. After appointment,
the successor Rights Agent shall be vested with the same powers, rights, duties and
responsibilities as if it had been originally named as Rights Agent without further act or deed;
but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any
property at the time held by it hereunder, and execute and deliver any further assurance,
conveyance, act or deed necessary for the purpose. Not later than the effective date of any such
appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and
each transfer agent of the Common Stock or Preferred Stock, and, following the Distribution Date,
mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to
give any notice provided for in this Section 21, however, or any defect therein, shall not affect
the legality or validity of the resignation or removal of the Rights Agent or the appointment of
the successor Rights Agent, as the case may be.



          Section 22. Issuance of New Right Certificates. Notwithstanding any of the provisions of this Rights Agreement or of the Rights to the
contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such
forms as may be approved by its Board of Directors of the Company to reflect any adjustment or
change in the Purchase Price and the number or kind or class of shares or other securities or
property purchasable under the Right Certificates made in accordance with the provisions of this
Rights Agreement. In addition, in connection with the issuance or sale of Common Stock following
the Distribution Date and prior



29









 







to the Expiration Date, the Company may with respect to shares of
Common Stock so issued or sold pursuant to (i) the exercise of stock options, (ii) under any
employee plan or arrangement, (iii) the exercise, conversion or exchange of securities, notes or
debentures issued by the Company or (iv) a contractual obligation of the Company, in each case
existing prior to the Distribution Date, issue Right Certificates representing the appropriate
number of Rights in connection with such issuance or sale.



          Section 23. Redemption and Termination. (a) The Board of Directors of the Company may, at any time prior to such time as any Person
first becomes an Acquiring Person, redeem all but not less than all the then outstanding Rights at
a redemption price of $.01 per Right, appropriately adjusted to reflect any stock split, stock
dividend or similar transaction occurring after the date hereof (the “Redemption Price”).
The redemption of the Rights may be made effective at such time, on such basis and with such
conditions as the Board of Directors of the Company in its sole discretion may establish. The
Company may, at its option, pay the Redemption Price in cash, shares of Common Stock (based on the
current market price of the Common Stock at the time of redemption as determined pursuant to
Section 11(d)(i) hereof) or any other form of consideration deemed appropriate by the Board of
Directors of the Company.



          (b) Immediately upon the action of the Board of Directors of the Company ordering the
redemption of the Rights pursuant to paragraph (a) of this Section 23 (or at such later time as the
Board of Directors of the Company may establish for the effectiveness of such redemption), and
without any further action and without any notice, the right to exercise the Rights will terminate
and the only right thereafter of the holders of Rights shall be to receive the Redemption Price.
The Company shall promptly give public notice of any such redemption; provided,
however, that the failure to give, or any defect in, any such notice shall not affect the
validity of such redemption.



          (c) Within 10 days after such action of the Board of Directors of the Company ordering the
redemption of the Rights (or such later time as the Board of Directors of the Company may establish
for the effectiveness of such redemption), the Company shall mail a notice of redemption to all the
holders of the then-outstanding Rights at their last addresses as they appear upon the registry
books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer
agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be
deemed given, whether or not the holder receives the notice. Each such notice of redemption shall
state the method by which the payment of the Redemption Price will be made.



          (d) Neither the Company nor any of its Affiliates or Associates may redeem, acquire or
purchase for value any Rights at any time in any manner other than that specifically
set forth in this Section 23 or Section 24 hereof and other than in connection with the
purchase of Common Stock prior to the Distribution Date.



          (e) Beginning in the year 2011, the Independent Committee shall annually during the first
quarter of each fiscal year review and evaluate the Tax Items and the risk of an Ownership Change
and, based on such review and evaluation and such other factors as it considers relevant, determine
whether (i) any specific provision of this Rights Agreement, including, without limitation, the
ownership threshold included in the definition of Acquiring



30









 







Person, and/or (ii) the maintenance of
this Rights Agreement generally, continues to be in the interests of the Company, its shareholders
and any other relevant constituencies of the Company. Following each such review, the Independent
Committee will communicate its conclusions to the full Board of Directors of the Company, including
any recommendation in light thereof as to whether this Rights Agreement should be modified or the
Rights should be terminated. The Independent Committee shall have the power to set its own agenda
and to retain, at the expense of the Company, its choice of legal counsel, investment bankers
and/or other advisors. The Independent Committee shall have the authority to review all
information of the Company and to consider any and all factors it deems relevant to an evaluation
of whether to maintain or modify this Rights Agreement.



          Section 24. Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person
first becomes an Acquiring Person, exchange all or part of the then-outstanding and exercisable
Rights (which shall not include Rights that have not become effective or that have become void
pursuant to the provisions of Section 11(a)(ii) hereof) for shares of Common Stock at an exchange
ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split,
stock dividend or similar transaction occurring after the date hereof (such amount per Right being
hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board
of Directors of the Company shall not be empowered to effect such exchange at any time after an
Acquiring Person becomes the Beneficial Owner of shares of Common Stock aggregating 50% or more of
the shares of Common Stock then outstanding. From and after the occurrence of an event specified
in Section 13(a) hereof, any Rights that theretofore have not been exchanged pursuant to this
Section 24(a) shall thereafter be exercisable only in accordance with Section 13 and may not be
exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors of
the Company may be made effective at such time, on such basis and with such conditions as the Board
of Directors of the Company in its sole discretion may establish.



          (b) Immediately upon the effectiveness of the action of the Board of Directors of the Company
ordering the exchange of any Rights pursuant to paragraph (a) of this Section 24 and without any
further action and without any notice, the right to exercise such Rights shall terminate and the
only right thereafter of a holder of such Rights shall be to receive that number of shares of
Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange
Ratio. The Company shall promptly give public notice of any such exchange; provided,
however, that the failure to give, or any defect in, such notice shall not affect the
validity of such exchange. The Company shall promptly mail a notice of any such exchange to all of
the holders of the Rights so exchanged at their last addresses as they appear upon the registry
books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be
deemed given, whether or not the holder receives the notice. Each such notice of
exchange will state the method by which the exchange of the shares of Common Stock for Rights
will be effected and, in the event of any partial exchange, the number of Rights which will be
exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other
than Rights which have become void pursuant to the provisions of Section 11(a)(ii) hereof) held by
each holder of Rights.



          (c) The Company may at its option substitute and, in the event that there shall not be
sufficient shares of Common Stock issued but not outstanding or authorized but unissued




31











 




(and
unreserved) to permit an exchange of Rights as contemplated in accordance with this Section 24, the
Company shall substitute to the extent of such insufficiency, for each share of Common Stock that
would otherwise be issuable upon exchange of a Right, a number of shares of Preferred Stock or
fraction thereof (or equivalent preferred shares as such term is defined in Section 11(b)) such
that the current per share market price (determined pursuant to Section 11(d)
hereof) of one share of Preferred Stock (or equivalent preferred share) multiplied by such
number or fraction is equal to the current per share market price of one share of Common Stock
(determined pursuant to Section 11(d) hereof) as of the date of such exchange.




          Section 25. Notice of Certain Events. (a) In case the Company shall at any time after the earlier of the Distribution Date or the
Stock Acquisition Date propose (i) to pay any dividend payable in stock of any class to the holders
of its Preferred Stock or to make any other distribution to the holders of its Preferred Stock
(other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Stock
rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or
shares of stock of any class or any other securities, rights or options, (iii) to effect any
reclassification of its Preferred Stock (other than a reclassification involving only the
subdivision or combination of outstanding Preferred Stock), (iv) to effect the liquidation,
dissolution or winding up of the Company, or (v) to declare or pay any dividend on the Common Stock
payable in Common Stock or to effect a subdivision, combination or consolidation of the Common
Stock (by reclassification or otherwise than by payment of dividends in Common Stock), then, in
each such case, the Company shall give to each holder of a Right Certificate, in accordance with
Section 26 hereof, a notice of such proposed action, which shall specify the record date for the
purposes of such stock dividend, or distribution or offering of rights or warrants, or the date on
which such liquidation, dissolution, reclassification, subdivision, combination, consolidation or
winding up is to take place and the date of participation therein by the holders of the Common
Stock and/or Preferred Stock, if any such date is to be fixed, and such notice shall be so given in
the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record
date for determining holders of the Preferred Stock for purposes of such action, and in the case of
any such other action, at least 10 days prior to the date of the taking of such proposed action or
the date of participation therein by the holders of the Common Stock and/or Preferred Stock,
whichever shall be the earlier.



          (b) In case any event described in Section 11(a)(ii) or Section 13 shall occur then the
Company shall as soon as practicable thereafter give to each holder of a Right Certificate (or if
occurring prior to the Distribution Date, the holders of the Common Stock) in accordance with
Section 26 hereof, a notice of the occurrence of such event, which notice shall describe such event
and the consequences of such event to holders of Rights under Section 11(a)(ii) and Section 13
hereof.



32









 





          Section 26. Notices. Notices or demands authorized by this Rights Agreement to be given or made by the Rights
Agent or by the holder of any Right Certificate to or on the Company shall be sufficiently given or
made if sent by overnight delivery service or first-class mail, postage prepaid, addressed (until
another address is filed in writing with the Rights Agent) as follows:


American Axle & Manufacturing Holdings, Inc.

One Dauch Drive

Detroit, Michigan 48211

Attn: General Counsel



Subject to the provisions of Section 21 hereof, any notice or demand authorized by this Rights
Agreement to be given or made by the Company or by the holder of any Right Certificate to or on the
Rights Agent shall be sufficiently given or made if sent by overnight delivery service or
first-class mail, postage prepaid, addressed (until another address is filed in writing with the
Company) as follows:



Computershare Trust Company, N.A.

250 Royall Street

Canton, MA 02021

Attn: Client Services



Notices or demands authorized by this Rights Agreement to be given or made by the Company or the
Rights Agent to the holder of any Right Certificate shall be sufficiently given or made if sent by
overnight delivery service or first-class mail, postage prepaid, addressed to such holder at the
address of such holder as shown on the registry books of the Company.




          Section 27. Supplements and Amendments. Except as otherwise provided in this Section 27, for so long as the Rights are then
redeemable, the Company may in its sole and absolute discretion, and the Rights Agent shall if the
Company so directs, supplement or amend any provision of this Rights Agreement in any respect
without the approval of any holders of the Rights. At any time when the Rights are no longer
redeemable, except as otherwise provided in this Section 27, the Company may, and the Rights Agent
shall, if the Company so directs, supplement or amend this Rights Agreement without the approval of
any holders of Right Certificates in order to (i) cure any ambiguity, (ii) correct or supplement
any provision contained herein which may be defective or inconsistent with any other provisions
herein, (iii) shorten or lengthen any time period hereunder, or (iv) change or supplement the
provisions hereunder in any manner which the Company may deem necessary or desirable;
provided, however, that no such supplement or amendment shall adversely affect the
interests of the holders of Right Certificates as such (other than an Acquiring Person or an
Affiliate or Associate of an Acquiring Person), and no such amendment may cause the Rights again to
become redeemable or cause this Rights Agreement again to become amendable other than in accordance
with this sentence. Notwithstanding anything contained in this Rights Agreement to the contrary,
no supplement or amendment shall be made which decreases the Redemption Price. Upon the delivery
of a certificate from an appropriate officer of the Company which states that the supplement or
amendment is in compliance with the terms of this Section 27, the Rights Agent shall promptly
execute such supplement or amendment, with the understanding that time is of the essence.



33









 





          Section 28. Successors. All the covenants and provisions of this Rights Agreement by or for the benefit of the
Company or the Rights Agent shall bind and inure to the benefit of their respective successors and
assigns hereunder.



          Section 29. Benefits of this Rights Agreement. Nothing in this Rights Agreement shall be construed to give to any Person other than the
Company, the Rights Agent and the registered holders of the Right Certificates (and, prior to the
Distribution Date, the Common Stock) any legal or equitable right, remedy or claim under this
Rights Agreement; but this Rights Agreement shall be for the sole and exclusive benefit of the
Company, the Rights Agent and the registered holders of the Right Certificates (and, prior to the
Distribution Date, the Common Stock).



          Section 30. Determinations and Actions by the Board of Directors of the Company. The Board of Directors of the Company shall have the exclusive power and authority to
administer this Rights Agreement and to exercise the rights and powers specifically granted to the
Board of Directors of the Company or to the Company, or as may be necessary or advisable in the
administration of this Rights Agreement, including, without limitation, the right and power to
(i) interpret the provisions of this Rights Agreement and (ii) make all determinations deemed
necessary or advisable for the administration of this Rights Agreement (including, without
limitation, a determination to redeem or exchange or not redeem or exchange the Rights or to amend
this Rights Agreement). All such actions, calculations, interpretations and determinations
(including, for purposes of clause (y) below, all omissions with respect to the foregoing) that are
done or made by the Board of Directors of the Company in good faith, shall (x) be final, conclusive
and binding on the Company, the Rights Agent, the holders of the Rights, as such, and all other
parties, and (y) not subject the Board of Directors of the Company to any liability to the holders
of the Rights.



          Section 31. Severability. If any term, provision, covenant or restriction of this Rights Agreement or applicable to
this Rights Agreement is held by a court of competent jurisdiction or other authority to be
invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions
of this Rights Agreement shall remain in full force and effect and shall in no way be affected,
impaired or invalidated.



          Section 32. Governing Law. This Rights Agreement and each Right Certificate issued hereunder shall be deemed to be a
contract made under the laws of the State of Delaware and for all purposes shall be governed by and
construed in accordance with the laws of such State applicable to contracts to be made and
performed entirely within such State.



          Section 33. Counterparts. This Rights Agreement may be executed in any number of counterparts and each of such
counterparts shall for all purposes be deemed to be an original, and all such counterparts shall
together constitute but one and the same instrument. A signature to this Rights Agreement
transmitted electronically shall have the same authority, effect and enforceability as an original
signature.



          Section 34. Descriptive Headings. Descriptive headings of the several Sections of this Rights Agreement are inserted for
convenience only and shall not control or affect the meaning or construction of any of the
provisions hereof.



34









 





          Section 35. Force Majeure. Notwithstanding anything to the contrary contained herein, Rights Agent shall not be liable
for any delays or failures in performance resulting from acts beyond its reasonable control
including, without limitation, acts of God, terrorist acts, shortage of supply, breakdowns or
malfunctions, interruptions or malfunction of computer facilities, or loss of data due to power
failures or mechanical difficulties with information storage or retrieval systems, labor
difficulties, war, or civil unrest.



35









 





          IN WITNESS WHEREOF, the parties hereto have caused this Rights Agreement to be duly executed
and attested, all as of the day and year first above written.



	 	 	 	 	 	 	 
	 	 	 	 	AMERICAN AXLE &
	 	 	 	 	MANUFACTURING HOLDINGS, INC.
	 
	 	 	 	 	 	 
	Attest:

	 	/s/ Laura L. Douglas 	 	By:	 	/s/ Michael K. Simonte 
	 

	 	 
	 	 	 	 
	 

	 	 	 	 	 	Name: Michael K. Simonte
	 

	 	 	 	 	 	Title: Executive Vice
President - Finance & Chief Financial Officer

	 
	 	 	 	 	 	 
	 	 	 	 	COMPUTERSHARE TRUST
	 	 	 	 	COMPANY, N.A.
	 
	 	 	 	 	 	 
	Attest:

	 	/s/ Jeff Sieders 	 	By:	 	/s/ Dennis V. Moccia 
	 

	 	 
	 	 	 	 
	 

	 	 	 	 	 	Name: Dennis V. Moccia
	 

	 	 	 	 	 	Title: Manager, Contract Administration






 









 






EXHIBIT A




FORM




OF




CERTIFICATE OF DESIGNATIONS




OF




SERIES A JUNIOR PARTICIPATING PREFERRED STOCK




OF




AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.




(Pursuant to Section 151 of the

General Corporation Law of the State of Delaware)




          American Axle & Manufacturing Holdings, Inc., a corporation organized and existing under the
General Corporation Law of the State of Delaware (the “Company”), hereby certifies that the
following resolution was duly adopted by the Board of Directors of the Company as required by
Section 151 of the General Corporation Law of the State of Delaware on September 15, 2003:



          RESOLVED, that pursuant to the authority vested in the Board of Directors of the Company
(hereinafter being referred to as the “Board of Directors” or the “Board”) in
accordance with the provisions of the Company’s Amended and Restated Certificate of Incorporation
(hereinafter being referred to as the “Certificate of Incorporation”), the Board of
Directors hereby creates a series of Preferred Stock, par value $.01 per share, of the Company, to
be designated the “Series A Junior Participating Preferred Stock” and hereby adopts the
resolution establishing the designations, number of shares, preferences, voting powers and other
rights and the restrictions and limitations thereof, of the shares of such series as set forth
below:



          Section 1. Designation and Amount. The shares of such series shall be designated as “Series A Junior Participating
Preferred Stock” (the “Series A Preferred Stock”) and the number of shares constituting
the Series A Preferred Stock shall be 100,000. Such number of shares may be increased or decreased
by resolution of the Board of Directors; provided, that no decrease shall reduce the number
of shares of Series A Preferred Stock to a number less than the number of shares then outstanding
plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or
warrants or upon the conversion of any outstanding securities issued by the Company convertible
into Series A Preferred Stock.



          Section 2. Dividends and Distributions.



          (A) Subject to the rights of the holders of any shares of any series of Preferred Stock of the
Company (the “Preferred Stock”) (or any similar stock) ranking prior and superior to the
Series A Preferred Stock with respect to dividends, the holders of shares of Series A



A-1









 




Preferred
Stock, in preference to the holders of Common Stock, par value $.01 per share, of the Company (the
“Common Stock”) and of any other stock of the Company ranking junior to the Series A
Preferred Stock, shall be entitled to receive, when, as and if declared by the Board of Directors
out of funds legally available for the purpose, quarterly dividends payable in cash on the last day
of January, April, July, and October in each year (each such date being referred to herein as a
“Dividend Payment Date”), commencing on the first Dividend Payment Date after the first
issuance of a share or fraction of a share of Series A Preferred Stock (the “Issue Date”),
in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1 or (b) subject
to the provision for adjustment hereinafter set forth, 1,000 times the aggregate per share amount
of all cash dividends, and 1,000 times the aggregate per share amount (payable in kind) of all
non-cash dividends or other distributions other than a dividend payable in shares of Common Stock,
declared on the Common Stock since the immediately preceding Dividend Payment Date or, with respect
to the first Dividend Payment Date, since the first issuance of any share or fraction of a share of
Series A Preferred Stock. In the event the Company shall at any time after the Issue Date declare
and pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision
or combination or consolidation of the outstanding shares of Common Stock (by reclassification or
otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number
of shares of Common Stock, then in each such case the amount to which holders of shares of Series A
Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding
sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the
number of shares of Common Stock outstanding immediately after such event and the denominator of
which is the number of shares of Common Stock that were outstanding immediately prior to such
event.




          (B) The Company shall declare a dividend or distribution on the Series A Preferred Stock as
provided in paragraph (A) of this Section immediately after it declares a dividend or distribution
on the Common Stock (other than a dividend payable in shares of Common Stock); provided
that, in the event no dividend or distribution shall have been declared on the Common Stock during
the period between any Dividend Payment Date and the next subsequent Dividend Payment Date, a
dividend of $1 per share on the Series A Preferred Stock shall nevertheless be payable, when, as
and if declared, on such subsequent Dividend Payment Date.



          (C) Dividends shall begin to accrue and be cumulative, whether or not earned or declared, on
outstanding shares of Series A Preferred Stock from the Dividend Payment Date next preceding the
date of issue of such shares, unless the date of issue of such shares is prior to the record date
for the first Dividend Payment Date, in which case dividends on such shares shall begin to accrue
from the date of issue of such shares, or unless the date of issue is a Dividend Payment Date or is
a date after the record date for the determination of holders of shares of Series A Preferred Stock
entitled to receive a quarterly dividend and before such Dividend Payment Date, in either of which
events such dividends shall begin to accrue and be cumulative from such Dividend Payment Date.
Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares of Series A
Preferred Stock in an amount less than the total amount of such dividends at the time accrued and
payable on such shares shall be allocated pro rata on a
share-by-share basis among all such shares at the time outstanding. The Board of Directors
may fix a record date for the determination of holders of shares of Series A Preferred Stock
entitled to



A-2









 




receive payment of a dividend or distribution declared thereon, which record date shall
be not more than 60 days prior to the date fixed for the payment thereof.




          Section 3. Voting Rights. The holders of shares of Series A Preferred Stock shall have the following voting rights:




     (A) Subject to the provision for adjustment hereinafter set forth and except as
otherwise provided in the Certificate of Incorporation or required by law, each share of
Series A Preferred Stock shall entitle the holder thereof to 1,000 votes on all matters upon
which the holders of the Common Stock of the Company are entitled to vote. In the event the
Company shall at any time after the Issue Date declare or pay any dividend on the Common
Stock payable in shares of Common Stock, or effect a subdivision or combination or
consolidation of the outstanding shares of Common Stock (by reclassification or otherwise
than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the number of votes per share to which
holders of shares of Series A Preferred Stock were entitled immediately prior to such event
shall be adjusted by multiplying such number by a fraction, the numerator of which is the
number of shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were outstanding
immediately prior to such event.




     (B) Except as otherwise provided herein, in the Certificate of Incorporation or in any
other Certificate of Designations creating a series of Preferred Stock or any similar stock,
and except as otherwise required by law, the holders of shares of Series A Preferred Stock
and the holders of shares of Common Stock and any other capital stock of the Company having
general voting rights shall vote together as one class on all matters submitted to a vote of
stockholders of the Company.




     (C) Except as set forth herein, or as otherwise provided by law, holders of Series A
Preferred Stock shall have no special voting rights and their consent shall not be required
(except to the extent they are entitled to vote with holders of Common Stock as set forth
herein) for taking any corporate action.




     (D) If, at the time of any annual meeting of stockholders for the election of
directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on
any share or shares of Series A Preferred Stock are in default, the number of directors
constituting the Board of Directors of the Company shall be increased by two. In addition
to voting together with the holders of Common Stock for the election of other directors of
the Company, the holders of record of the Series A Preferred Stock, voting separately as a
class to the exclusion of the holders of Common Stock shall be entitled at said meeting of
stockholders (and at each subsequent annual meeting of stockholders), unless all dividends
in arrears on the Series A Preferred Stock have been paid or declared and set apart for
payment prior thereto, to vote for the election of two directors of the
Company, the holders of any Series A Preferred Stock being entitled to cast a number of
votes per share of Series A Preferred Stock as is specified in paragraph (A) of this
Section 3. Each such additional director shall serve until the next annual meeting of
stockholders for the election of directors, or until his successor shall be elected and
shall



A-3









 






qualify, or until his right to hold such office terminates pursuant to the provisions
of this Section 3(D). Until the default in payments of all dividends which permitted the
election of said directors shall cease to exist, any director who shall have been so elected
pursuant to the provisions of this Section 3(D) may be removed at any time, without cause,
only by the affirmative vote of the holders of the shares of Series A Preferred Stock at the
time entitled to cast a majority of the votes entitled to be cast for the election of any
such director at a special meeting of such holders called for that purpose, and any vacancy
thereby created may be filled by the vote of such holders. If and when such default shall
cease to exist, the holders of the Series A Preferred Stock shall be divested of the
foregoing special voting rights, subject to revesting in the event of each and every
subsequent like default in payments of dividends. Upon the termination of the foregoing
special voting rights, the terms of office of all persons who may have been elected
directors pursuant to said special voting rights shall forthwith terminate, and the number
of directors constituting the Board of Directors shall be reduced by two. The voting rights
granted by this Section 3(D) shall be in addition to any other voting rights granted to the
holders of the Series A Preferred Stock in this Section 3.



          Section 4. Certain Restrictions.



          (A) Whenever quarterly dividends or other dividends or distributions payable on the Series A
Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and
unpaid dividends and distributions, whether or not earned or declared, on shares of Series A
Preferred Stock outstanding shall have been paid in full, the Company shall not:




            (i) declare or pay dividends, or make any other distributions, on any shares of stock
ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to
the Series A Preferred Stock;




            (ii) declare or pay dividends, or make any other distributions, on any shares of stock
ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up)
with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred
Stock and all such parity stock on which dividends are payable or in arrears in proportion
to the total amounts to which the holders of all such shares are then entitled;




            (iii) redeem or purchase or otherwise acquire for consideration shares of any stock
ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to
the Series A Preferred Stock, provided that the Company may at any time redeem,
purchase or otherwise acquire shares of any such junior stock in exchange for shares of any
stock of the Company ranking junior (as to dividends and upon dissolution,
liquidation or winding up) to the Series A Preferred Stock or rights, warrants or
options to acquire such junior stock; or




            (iv) redeem or purchase or otherwise acquire for consideration any shares of Series A
Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Series A Preferred Stock, except in
accordance with a purchase offer made in writing or by publication (as



A-4









 






determined by the
Board of Directors) to all holders of such shares upon such terms as the Board of Directors,
after consideration of the respective annual dividend rates and other relative rights and
preferences of the respective series and classes, shall determine in good faith will result
in fair and equitable treatment among the respective series or classes.



          (B) The Company shall not permit any subsidiary of the Company to purchase or otherwise
acquire for consideration any shares of stock of the Company unless the Company could, under
paragraph (A) of this Section 4, purchase or otherwise acquire such shares at such time and in such
manner.



          Section 5. Reacquired Shares. Any shares of Series A Preferred Stock purchased or otherwise acquired by the Company in
any manner whatsoever shall be retired and cancelled promptly after the acquisition thereof. All
such shares shall upon their retirement become authorized but unissued shares of Preferred Stock
and may be reissued as part of a new series of Preferred Stock to be created by resolution or
resolutions of the Board of Directors, subject to any conditions and restrictions on issuance set
forth herein.



          Section 6. Liquidation, Dissolution or Winding Up. Upon any liquidation, dissolution or winding up of the Company, no distribution shall be
made (A) to the holders of the Common Stock or of shares of any other stock of the Company ranking
junior, upon liquidation, dissolution or winding up, to the Series A Preferred Stock unless, prior
thereto, the holders of shares of Series A Preferred Stock shall have received $100 per share, plus
an amount equal to accrued and unpaid dividends and distributions thereon, whether or not earned or
declared, to the date of such payment, provided that the holders of shares of Series A
Preferred Stock shall be entitled to receive an aggregate amount per share, subject to the
provision for adjustment hereinafter set forth, equal to 1,000 times the aggregate amount to be
distributed per share to holders of shares of Common Stock, or (B) to the holders of shares of
stock ranking on a parity upon liquidation, dissolution or winding up with the Series A Preferred
Stock, except distributions made ratably on the Series A Preferred Stock and all such parity stock
in proportion to the total amounts to which the holders of all such shares are entitled upon such
liquidation, dissolution or winding up. In the event, however, that there are not sufficient
assets available to permit payment in full of the Series A liquidation preference and the
liquidation preferences of all other classes and series of stock of the Company, if any, that rank
on a parity with the Series A Preferred Stock in respect thereof, then the assets available for
such distribution shall be distributed ratably to the holders of the Series A Preferred Stock and
the holders of such parity shares in the proportion to their respective liquidation preferences.
In the
event the Company shall at any time after the Issue Date declare or pay any dividend on the
Common Stock payable in shares of Common Stock, or effect a subdivision or combination or
consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by
payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of
Common Stock, then in each such case the aggregate amount to which holders of shares of Series A
Preferred Stock were entitled immediately prior to such event under the proviso in clause (A) of
the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of
which is the number of shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were outstanding immediately
prior to such event.



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          Neither the merger or consolidation of the Company into or with another entity nor the merger
or consolidation of any other entity into or with the Company (nor the sale of all or substantially
all of the assets of the Company) shall be deemed to be a liquidation, dissolution or winding up of
the Company within the meaning of this Section 6.



          Section 7. Consolidation, Merger, etc. In case the Company shall enter into any consolidation, merger, combination or other
transaction in which the shares of Common Stock are converted into, exchanged for or changed into
other stock or securities, cash and/or any other property, then in any such case each share of
Series A Preferred Stock shall at the same time be similarly converted into, exchanged for or
changed into an amount per share (subject to the provision for adjustment hereinafter set forth)
equal to 1,000 times the aggregate amount of stock, securities, cash and/or any other property
(payable in kind), as the case may be, into which or for which each share of Common Stock is
converted, exchanged or converted. In the event the Company shall at any time after the Issue Date
declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a
subdivision or combination or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a
greater or lesser number of shares of Common Stock, then in each such case the amount set forth in
the preceding sentence with respect to the conversion, exchange or change of shares of Series A
Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which
is the number of shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were outstanding immediately
prior to such event.



          Section 8. No Redemption. The shares of Series A Preferred Stock shall not be redeemable from any holder.



          Section 9. Rank. The Series A Preferred Stock shall rank, with respect to the payment of dividends and the
distribution of assets upon liquidation, dissolution or winding up of the Company, junior to all
other series of Preferred Stock and senior to the Common Stock.



          Section 10. Amendment. If any proposed amendment to the Certificate of Incorporation (including this Certificate
of Designations) would alter, change or repeal any of the preferences, powers or special rights
given to the Series A Preferred Stock so as to affect the Series A Preferred Stock adversely, then
the holders of the Series A Preferred Stock shall be entitled to vote separately as a class upon
such amendment, and the affirmative vote of two-thirds of the outstanding shares of the Series A
Preferred Stock, voting separately as a class, shall be necessary for the adoption thereof, in
addition to such other vote as may be required by the General Corporation Law of the State of
Delaware.



          Section 11. Fractional Shares. Series A Preferred Stock may be issued in fractions of a share that shall entitle the
holder, in proportion to such holder’s fractional shares, to exercise voting rights, receive
dividends, participate in distributions and to have the benefit of all other rights of holders of
Series A Preferred Stock.



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          IN WITNESS WHEREOF, this Certificate of Designations is executed on behalf of the Company by
its                      and attested by its Secretary this        th day of
                      , 2003.



	 	 	 
	 

	 	 
	 

	 	     Name:
	 

	 	     Title:
	 
	 	 
	Attest:
	 	 
	 
	 	 
	 


	 	 
	 
	 	 
	Secretary
	 	 






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EXHIBIT B




FORM OF RIGHT CERTIFICATE




			
	Certificate No. R-___
	 	___ Rights







NOT EXERCISABLE AFTER                     , 2013 OR EARLIER IF REDEMPTION OR EXCHANGE
OCCURS. THE RIGHTS ARE SUBJECT TO REDEMPTION AT $.01 PER RIGHT AND TO EXCHANGE ON THE TERMS
SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS
AGREEMENT, RIGHTS OWNED BY OR TRANSFERRED TO ANY PERSON WHO IS OR BECOMES AN ACQUIRING
PERSON (AS DEFINED IN THE RIGHTS AGREEMENT) AND CERTAIN TRANSFEREES THEREOF WILL BECOME NULL
AND VOID AND WILL NO LONGER BE TRANSFERABLE.



Right Certificate




AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.




          This certifies that                      or registered assigns, is the registered owner of the
number of Rights set forth above, each of which entitles the owner thereof, subject to the terms,
provisions and conditions of the Rights Agreement, dated as of September 15, 2003 as the same may
be amended from time to time (the “Rights Agreement”), between American Axle &
Manufacturing Holdings, Inc., a Delaware corporation (the “Company”), and EquiServe Trust
Company, N.A. as Rights Agent (the “Rights Agent”), to purchase from the Company at any
time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to
5:00 P.M., New York City time, on September 15, 2013 at the office or agency of the Rights Agent
designated for such purpose, or of its successor as Rights Agent, one one-thousandth of a fully
paid non-assessable share of Series A Junior Participating Preferred Stock, par value $.01 per
share (the “Preferred Stock”), of the Company, at a purchase price of $120.00 per
one one-thousandth of a share of Preferred Stock (the “Purchase Price”), upon presentation
and surrender of this Right Certificate with the Form of Election to Purchase duly executed. The
number of Rights evidenced by this Rights Certificate (and the number of one one-thousandths of a
share of Preferred Stock which may be purchased upon exercise hereof) set forth above, and the
Purchase Price set forth above, are the number and Purchase Price as of September 15, 2003 based on
the Preferred Stock as constituted at such date. As provided in the Rights Agreement, the Purchase
Price, the number of one one-thousandths of a share of Preferred Stock (or other securities or
property) which may be purchased upon the exercise of the Rights and the number of Rights evidenced
by this Right Certificate are subject to modification and adjustment upon the happening of certain
events.



          This Right Certificate is subject to all of the terms, provisions and conditions of the Rights
Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and
made a part hereof and to which Rights Agreement reference is hereby made for a full description of
the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights
Agent, the Company and the holders of the Right Certificates. Copies of the Rights



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Agreement are on file at the principal executive offices of the Company. The Company will
mail to the holder of this Right Certificate a copy of the Rights Agreement without charge after
receipt of a written request therefor.




          This Right Certificate, with or without other Right Certificates, upon surrender at the office
or agency of the Rights Agent designated for such purpose, may be exchanged for another Right
Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to
purchase a like aggregate number of shares of Preferred Stock as the Rights evidenced by the Right
Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this
Right Certificate shall be exercised in part, the holder shall be entitled to receive upon
surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not
exercised.



          Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate
(i) may be redeemed by the Company at a redemption price of $.01 per Right or (ii) may be exchanged
in whole or in part for shares of Preferred Stock or shares of the Company’s Common Stock, par
value $.01 per share.



          No fractional shares of Preferred Stock or Common Stock will be issued upon the exercise or
exchange of any Right or Rights evidenced hereby (other than fractions of Preferred Stock which are
integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election
of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be
made, as provided in the Rights Agreement.



          No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends
or be deemed for any purpose the holder of the Preferred Stock or of any other securities of the
Company which may at any time be issuable on the exercise or exchange hereof, nor shall anything
contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such,
any of the rights of a stockholder of the Company or any right to vote for the election of
directors or upon any matter submitted to stockholders at any meeting thereof, or to give or
withhold consent to any corporate action, or to receive notice of meetings or other actions
affecting stockholders (except as provided in the Rights Agreement) or to receive dividends or
subscription rights, or otherwise, until the Right or Rights evidenced by this Right certificate
shall have been exercised or exchanged as provided in the Rights Agreement.



          This Right Certificate shall not be valid or obligatory for any purpose until it shall have
been countersigned by the Rights Agent.



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          WITNESS the facsimile signature of the proper officers of the Company and its corporate seal.
Dated as of                                                              ,       
              .



	 	 	 	 	 	 	 
	ATTEST:	 	AMERICAN AXLE &
	 	 	 	 	MANUFACTURING HOLDINGS, INC.
	 
	 	 	 	 	 	 
	By:

	 	 	 	By:	 	 
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Countersigned:	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	as Rights Agent	 	 	 	 
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 

	 	 

Authorized Signatory
	 	 	 	 






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Form of Reverse Side of Right Certificate




FORM OF ASSIGNMENT




(To be executed by the registered holder if such

holder desires to transfer the Right Certificate)




          FOR VALUE RECEIVED                                          hereby sells, assigns and transfer unto
                                        


 




(Please print name and address of transferee )



 




Rights represented by this Right Certificate, together with all right, title and interest therein,
and does hereby irrevocably constitute and appoint                                          Attorney, to transfer
said Rights on the books of the within-named Company, with full power of substitution.



Dated:                                         ,                     




	 	 	 
	 

	 	 
	 

	 	     Signature






Signature Guaranteed:




          Signatures must be guaranteed by a bank, trust company, broker, dealer or other eligible
institution participating in a recognized signature guarantee medallion program.



          The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not
beneficially owned by, were not acquired by the undersigned from, and are not being sold, assigned
or transferred to, an Acquiring Person or an Affiliate or Associate thereof (as defined in the
Rights Agreement).



	 	 	 
	 

	 	 
	 

	 	     Signature






B-4









 






EXHIBIT C





UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS OWNED BY OR
TRANSFERRED TO ANY PERSON WHO IS OR BECOMES AN ACQUIRING PERSON (AS DEFINED IN THE RIGHTS
AGREEMENT) AND CERTAIN TRANSFEREES THEREOF WILL BECOME NULL AND VOID AND WILL NO LONGER BE
TRANSFERABLE.



SUMMARY OF RIGHTS TO PURCHASE

Shares of Preferred Stock




          On September 15, 2003 the Board of Directors of American Axle & Manufacturing Holdings, Inc.
(the “Company”) declared a dividend of one preferred share purchase right (a
“Right”) for each outstanding share of common stock, par value $.01 per share of the
Company (the “Common Stock”). The dividend is payable on September 25, 2003 (the
“Record Date”) to the stockholders of record on that date. Each Right entitles the
registered holder to purchase from the Company one one-thousandth of a share of Series A Junior
Participating Preferred Stock, par value $.01 per share (the “Preferred Stock”) of the
Company at a price of $120.00 per one one-thousandth of a share of Preferred Stock (as the same may
be adjusted, the “Purchase Price”). The description and terms of the Rights are set forth
in a Rights Agreement dated as of September 15, 2003 (as the same may be amended from time to time,
the “Rights Agreement”), between the Company and EquiServe Trust Company, N.A., as Rights
Agent (the “Rights Agent”).



          Until the close of business on the earlier of (i) the tenth day after the first date of a
public announcement that a person or group of affiliated or associated persons (an “Acquiring
Person”) have acquired beneficial ownership of 4.99% or more of the outstanding shares of
Common Stock or (ii) the tenth business day (or such later date as may be determined by action of
the Board of Directors prior to such time as any person or group of affiliated persons becomes an
Acquiring Person) after the date of commencement of, or the first public announcement of an
intention to commence, a tender offer or exchange offer the consummation of which would result in
the beneficial ownership by a person or group of 4.99% or more of the outstanding shares of Common
Stock (the earlier of such dates being called the “Distribution Date”), the Rights will be
evidenced by the Common Stock certificates. The Rights Agreement does not restrict any person who
beneficially owns 5% or more of the Common Stock as of the date of the Rights Agreement so long as
such person does not become the beneficial owner of additional shares of Common Stock representing
0.5% or more of the outstanding shares of Common Stock.



          The Rights Agreement provides that, until the Distribution Date (or earlier redemption or
expiration of the Rights), the Rights will be transferable only in connection with the transfer of
Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), the
surrender for transfer of any certificates for shares of Common Stock outstanding as of the Record
Date, even without a notation incorporating the Rights Agreement by reference or a copy of this
Summary of Rights, will also constitute the transfer of the Rights associated with the shares of
Common Stock represented by such certificate. As soon as practicable following the Distribution
Date, separate certificates evidencing the Rights (“Right Certificates”) will be mailed to
holders of record of the Common Stock as of the close of



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business on the Distribution Date and such separate Right Certificates alone will evidence the
Rights.




          The Rights are not exercisable until the Distribution Date. The Rights will expire on
September 15, 2013 (the “Final Expiration Date”), unless the Final Expiration Date is
extended or unless the Rights are earlier redeemed or exchanged by the Company, in each case as
described below.



          The Purchase Price payable, and the number of shares of Preferred Stock or other securities or
property issuable, upon exercise of the Rights are subject to adjustment from time to time to
prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or
reclassification of, the Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of
certain rights or warrants to subscribe for or purchase Preferred Stock at a price, or securities
convertible into Preferred Stock with a conversion price, less than the then-current market price
of the Preferred Stock or (iii) upon the distribution to holders of the Preferred Stock of
evidences of indebtedness or assets (excluding regular periodic cash dividends or dividends payable
in Preferred Stock) or of subscription rights or warrants (other than those referred to above).



          The Rights are also subject to adjustment in the event of a stock dividend on the Common Stock
payable in shares of Common Stock or subdivisions, consolidations or combinations of the Common
Stock occurring, in any such case, prior to the Distribution Date.



          Shares of Preferred Stock purchasable upon exercise of the Rights will not be redeemable.
Each share of Preferred Stock will be entitled, when, as and if declared, to a minimum preferential
quarterly dividend payment of the greater of (a) $1 per share and (b) an amount equal to 1,000
times the dividend declared per share of Common Stock. In the event of liquidation, dissolution or
winding up of the Company, the holders of the Preferred Stock will be entitled to a minimum
preferential liquidation payment of $100 per share (plus any accrued but unpaid dividends) but will
be entitled to an aggregate 1,000 times the payment made per share of Common Stock. Each share of
Preferred Stock will have 1,000 votes, voting together with the Common Stock. Finally, in the
event of any merger, consolidation or other transaction in which shares of Common Stock are
converted or exchanged, each share of Preferred Stock will be entitled to receive 1,000 times the
amount received per share of Common Stock. These rights are protected by customary antidilution
provisions.



          Because of the nature of the Preferred Stock’s dividend, liquidation and voting rights, the
value of the one one-thousandth interest in a share of Preferred Stock purchasable upon exercise of
each Right should approximate the value of one share of Common Stock.



          In the event that any person or group of affiliated or associated persons becomes an Acquiring
Person, each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which
will thereupon become void), will thereafter have the right to receive upon exercise of a Right and
payment of the Purchase Price, that number of shares of Common Stock having a market value of two
times the Purchase Price.



          In the event that, after a person or group has become an Acquiring Person, the Company is
acquired in a merger or other business combination transaction or 50% or more of



C-2









 




its consolidated assets or earning power are sold, proper provision will be made so that each
holder of a Right (other than Rights beneficially owned by an Acquiring Person which will have
become void) will thereafter have the right to receive, upon the exercise thereof at the
then-current exercise price of the Right, that number of shares of common stock of the person with
whom the Company has engaged in the foregoing transaction (or its parent), which number of shares
at the time of such transaction will have a market value of two times the Purchase Price.




          At any time after any person or group becomes an Acquiring Person and prior to the acquisition
by such person or group of 50% or more of the outstanding shares of Common Stock or the occurrence
of an event described in the prior paragraph, the Board of Directors of the Company may exchange
the Rights (other than Rights owned by such person or group which will have become void), in whole
or in part, at an exchange ratio of one share of Common Stock, or a fractional share of Preferred
Stock (or of a share of a similar class or series of the Company’s preferred stock having similar
rights, preferences and privileges) of equivalent value, per Right (subject to adjustment).



          With certain exceptions, no adjustment in the Purchase Price will be required until cumulative
adjustments require an adjustment of at least 1% in such Purchase Price. No fractional shares of
Preferred Stock will be issued (other than fractions which are integral multiples of one
one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be
evidenced by depositary receipts) and in lieu thereof, an adjustment in cash will be made based on
the market price of the Preferred Stock on the last trading day prior to the date of exercise.



          At any time prior to the time an Acquiring Person becomes such, the Board of Directors of the
Company may redeem the Rights in whole, but not in part, at a price of $.01 per Right (the
“Redemption Price”). The redemption of the Rights may be made effective at such time, on
such basis and with such conditions as the Board of Directors in its sole discretion may establish.
Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and
the only right of the holders of Rights will be to receive the Redemption Price.



          Beginning in 2011, a committee comprised of independent directors of the Company will conduct
an annual review of the Rights Agreement to determine whether (i) any specific provision of the
Rights Agreement and/or (ii) maintenance of the Rights Agreement generally, continues to be in the
best interests of the Company, its shareholders and any other relevant constituencies.



          For so long as the Rights are then redeemable, the Company may, except with respect to the
Redemption Price, amend the Rights Agreement in any manner. After the Rights are no longer
redeemable, the Company may, except with respect to the Redemption Price, amend the Rights
Agreement in any manner that does not adversely affect the interests of holders of the Rights.



          Until a Right is exercised or exchanged, the holder thereof, as such, will have no rights as a
stockholder of the Company, including, without limitation, the right to vote or to receive
dividends.



C-3









 





          A copy of the Rights Agreement has been filed with the Securities and Exchange Commission as
an Exhibit to a Registration Statement on Form 8-K dated October 30, 2009. A copy of the Rights
Agreement is available free of charge from the Company. This summary description of the Rights
does not purport to be complete and is qualified in its entirety by reference to the Rights
Agreement, as the same may be amended from time to time, which is hereby incorporated herein by
reference.




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