AMENDED AND RESTATED AMERICAN AXLE & MANUFACTURING, INC. INCENTIVE COMPENSATION PLAN FOR EXECUTIVE OFFICERS


    RESTATED

    1999
      AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

    STOCK
      INCENTIVE PLAN

    


    
      1. Purpose
        of the Plan

    

    The
      purpose of the Plan is to aid the Company and its Subsidiaries in recruiting
      and
      retaining key individuals of outstanding ability and to motivate such
      individuals to exert their best efforts on behalf of the Company and its
      Subsidiaries by providing incentives through the granting of Awards. The Company
      expects that it will benefit from the added interest which such key individuals
      will have in the welfare of the Company as a result of their proprietary
      interest in the Company’s success.

    


    2. Definitions

    


    The
      following capitalized terms used in the Plan have the respective meetings set
      forth in this Section:

    


    
      	(a)  	
              Act:
                The Securities Exchange Act of 1934, as amended, or any successor
                thereto.

            


    

    


    
      	(b)  	
              Award:
                An Option, Stock Appreciation Right or Other Stock-Based Award granted
                pursuant to the Plan.

            


    

    


    
      	(c)  	
              Beneficial
                Owner:
                A
                “beneficial owner”, as such term is defined in Rule 13d-3 under the Act
                (or any successor rule thereto).

            


    

    


    
      	(d)  	
              Board:
                The Board of Directors of the
                Company.

            


    

    


    
      	(e)  	
              Change
                in Control:
                The purchase or other acquisition by any person, entity or group
                of
                persons, within the meaning of section 13(d) or 14(d) of the Exchange
                Act,
                or any comparable successor provisions, employees or directors of
                the
                Company or their respective Affiliates, of ownership of fifty percent
                (50%) or more of the combined voting power of the Company’s then
                outstanding voting securities entitled to vote
                generally.

            


    

    


    
      	(f)  	
              Code:
                The Internal Revenue Code of 1986, as amended, or any successor
                thereto.

            


    

    
      


      
        	(g)  	
                Committee:
                  The Compensation Committee of the
                  Board.

              


      

      
         

      

    

    
      	(h)  	
              Company:
                American Axle & Manufacturing Holdings, Inc., a Delaware
                corporation

            


    

    


    
      	(i)  	
              Disability:
                Inability of a Participant to perform in all material respects his
                duties
                and responsibilities to the Company, or any Subsidiary of the Company
                by
                reason of a physical or mental disability or infirmity which inability
                is
                reasonably expected to be permanent and has continued (i) for a period
                of
                six consecutive months or (ii) such shorter period as the Board may
                reasonably determine in 

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      
        	
              	
                
                  good
                    faith. The Disability determination shall be in the sole discretion
                    of the
                    Board and a Participant (or his representative) shall furnish
                    the Board
                    with medical evidence documenting the Participant’s disability or
                    infirmity which is satisfactory to the
                    Board.

                

              


      

       

    

    
      	(j)  	
              Effective
                Date:
                January 8, 1999.

            


    

    


    
      	(k)  	
              Fair
                Market Value:
                On a given date, the arithmetic mean of the high and low prices of
                the
                Shares as reported on such date on the Composite Tape of the principal
                national securities exchange on which such Shares are listed or admitted
                to trading, or, if no Composite Tape exists for such national securities
                exchange on such date, then on the principal national securities
                exchange
                on which such Shares are listed or admitted to trading, or, if the
                Shares
                are not listed or admitted on a national securities exchange, the
                arithmetic mean of the per Share closing bid price and per Share
                closing
                asked price on such date as quoted on the National Association of
                Securities Dealers Automated Quotation System (or such market in
                which
                such prices are regularly quoted), or, if there is no market on which
                the
                Shares are regularly quoted, the Fair Market Value shall be the value
                established by the Committee in good faith. If no sale of shares
                shall
                have been reported on such Composite Tape or such national securities
                exchange on such date or quoted on the National Association of Securities
                Dealer Automated Quotation System on such date, then the immediately
                preceding date on which sales of the Shares have been so reported
                or
                quoted shall be used.

            


    

    


    
      	(l)  	
              ISO:
                An Option that is also an incentive stock option granted pursuant
                to
                Section 6(d) of the Plan.

            


    

     

    
      (m)
         LSAR:
        A
        limited stock appreciation right granted pursuant to Section 7(d) of the
        Plan.

    

     

    
      	(n)  	
              Other
                Stock-Based Awards:
                Awards granted pursuant to Section 8 of the
                Plan.

            


    

    


    
      	(o)  	
              Option:
                A
                stock option granted pursuant to Section 6 of the
                Plan.

            


    

    


    
      	(p)  	
              Option
                Price:
                The purchase price per Share of an Option, as determined pursuant
                to
                Section 6(a) of the Plan.

            


    

    


    
      	(q)  	
              Participant:
                An individual who is selected by the Committee to participate in
                the
                Plan.

            


    

    


    
      	(r)  	
              Performance-Based
                Awards:
                Certain Other Stock-Based Awards granted pursuant to Section 8(b)
                of the
                Plan.

            


    

    


    
      	(s)  	
              Person:
                A
                “person”, as such term is used for purposes of Section 13(d) or 14(d) of
                the Act (or any successor section
                thereto).

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	(t)  	
              Plan:
                The 1999 American Axle & Manufacturing Holdings, Inc., Stock Incentive
                Plan.

            


    

    


    
      	(u)  	
              Shares:
                Shares of common stock of the
                Company.

            


    

    


    
      	(v)  	
              Stock
                Appreciation Right:
                A
                stock appreciation right granted pursuant to Section 7 of the
                Plan.

            


    

    


    
      	(w)  	
              Subsidiary:
                A
                subsidiary corporation, as defined in Section 424(f) of the Code
                (or any
                successor section thereto).

            


    

    


    3. Shares
      Subject to the Plan

     

    The
      total
      number of Shares which may be issued under the Plan is 13,500,000. The maximum
      number of Shares for which Options or Stock Appreciation Rights may be granted
      during a calendar year to any Participant shall be 1,500,000. The
      Shares may consist, in whole or in part, of unissued Shares or treasury Shares.
      The issuance of Shares or the payment of cash upon the exercise of an Award
      shall reduce the total number of Shares available under the Plan, as applicable.
      Shares which are subject to Awards which terminate or lapse may be granted
      again
      under the Plan.

    


    4. Administration

     

    The
      Plan
      shall be administered by the Committee, which may delegate its duties and powers
      in whole or in part to any subcommittee thereof consisting solely of at least
      two individuals who are each “non-employee directors” within the meaning of Rule
      16b-3 under the Act (or any successor rule thereto) and “outside directors”
within the meaning of Section 162(m) of the Code (or any successor section
      thereto). The Committee is authorized to interpret the Plan, to establish,
      amend
      and rescind any rules and regulations relating to the Plan, and to make any
      other determinations that it deems necessary or desirable for the administration
      of the Plan. The Committee may correct any defect or supply any omission or
      reconcile any inconsistency in the Plan in the manner and to the extent the
      Committee deems necessary or desirable. Any decision of the Committee in the
      interpretation and administration of the Plan, as described herein, shall lie
      within its sole and absolute discretion and shall be final, conclusive and
      binding on all parties concerned (including, but not limited to, Participants
      and their beneficiaries or successors). The Committee shall require payment
      of
      any amount it may determine to be necessary to withhold for federal, state,
      local or other taxes as a result of the exercise of an Award. Unless the
      Committee specifies otherwise, the Participant may elect to pay a portion or
      all
      of such withholding taxes by (a) delivery in Shares or (b) having Shares
      withheld by the Company from any Shares that would have otherwise been received
      by the Participant.

    


    5. Limitations

    


    No
      award
      may be granted under the Plan after the tenth anniversary of the Effective
      Date,
      but Awards theretofore granted may extend beyond that date.


    
      
         

         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    6. Terms
      and Conditions of Options

    


    Options
      granted under the Plan shall be, as determined by the Committee, nonqualified
      or
      incentive stock options for federal income tax purposes, as evidenced by the
      related Award agreements, and shall be subject to the foregoing and the
      following terms and conditions and to such other terms and conditions, not
      inconsistent therewith, as the Committee shall determine:

    


    
      	(a)  	
              Option
                Price.
                The Option Price per Share shall be determined by the Committee,
                but shall
                not be less than 100% of the Fair Market Value of the Shares on the
                date
                an Option is granted.

            


    

    


    
      	(b)  	
              Exercisability.
                Options granted under the Plan shall be exercisable at such time
                and such
                terms and conditions as may be determined by the Committee, but in
                no
                event shall an Option be exercisable more than ten years after the
                date it
                is granted.

            


    

    


    
      	(c)  	
              Exercise
                of Options.
                Except as otherwise provided in the Plan or in an Award agreement,
                an
                Option may be exercised for all, or from time to time any part, of
                the
                Shares for which it is then exercisable. For purposes of Section
                6 of the
                Plan, the exercise date of an Option shall be the later of the date
                a
                notice of exercise is received by the Company and, if applicable,
                the date
                payment is received by the Company pursuant to clauses (i), (ii)
                or (iii)
                in the following sentence. The purchase price for the Shares as to
                which
                an Option is exercised shall be paid to the Company in full at the
                time of
                exercise at the election of the Participant (i) in cash, (ii) in
                Shares
                having Fair Market Value equal to the aggregate Option Price for
                the
                Shares being purchased and satisfying such other requirements as
                may be
                imposed by the Committee, (iii) partly in cash and partly in such
                Shares
                or (iv) through the delivery of irrevocable instruments to a broker
                to
                deliver promptly to the Company an amount equal to the aggregate
                option
                price for the shares being purchased. No Participant shall have any
                rights
                to dividends or other rights of a stockholder with respect to Shares
                subject to an Option until the Participant has given written notice
                of
                exercise of the Option, paid in full for such Shares and, if applicable,
                has satisfied any other conditions by the Committee pursuant to the
                Plan.

            


    

    


    
      	(d)  	
              ISOs.
                The Committee may grant Options under the Plan that are intended
                to be
                ISOs. Such ISOs shall comply with the requirements of Section 422
                of the
                Code (or any successor section thereto). No ISO may be granted to
                any
                Participant who at the time of such grant, owns more than ten percent
                of
                the total combined voting power of all classes of stock of the Company
                or
                of any Subsidiary, unless (i) the Option Price for such ISO is at
                least
                110% of the Fair Market Value of a Share on the date the ISO is granted
                and (ii) the date on which such ISO terminates is a date not later
                than
                the day preceding the fifth anniversary of the date on which the
                ISO is
                granted. Any Participant who disposes of Shares acquired upon the
                exercise
                of an ISO either (i) within two years after the date of grant of
                such ISO
                or (ii) within one year after the transfer of such Shares to the
                Participant, shall notify the Company of such disposition and of
                the
                amount realized upon such
                disposition.

            


    

    
      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      7. Terms
        and Conditions of Stock Appreciation Rights

       

    

    
      	(a)  	
              Grants.
                The Committee also may grant (i) a Stock Appreciation Right independent
                of
                an Option or (ii) a Stock Appreciation Right in connection with an
                Option,
                or a portion thereof. A Stock Appreciation Right granted pursuant
                to
                clause (ii) of the preceding sentence (A) may be granted at the time
                the
                related Option is granted or at any time prior to the exercise or
                cancellation of the related Option, (B) shall cover the same Shares
                covered by an Option (or such lesser number of Shares as the Committee
                may
                determine) and (C) shall be subject to the same terms and conditions
                as
                such Option except for such additional limitations as are contemplated
                by
                this Section 8 (or such additional limitations as may be included
                in an
                Award agreement).

            


    

    


    
      	(b)  	
              Terms.
                The exercise price per Share of a Stock Appreciation Right shall
                be an
                amount determined by the Committee but in no event shall such amount
                be
                less than the greater of (i) the Fair Market Value of a Share on
                the date
                the Stock Appreciation Right is granted or, in the case of a Stock
                Appreciation Right granted in conjunction with an Option, or a portion
                thereof, the Option Price of the related Option and (ii) an amount
                permitted by applicable laws, rules, by-laws or policies of regulatory
                authorities or stock exchanges. Each Stock Appreciation Right granted
                independent of an Option shall entitle a Participant upon exercise
                to an
                amount equal to (i) the excess of (A) the Fair Market Value on the
                exercise date of one Share over (B) the exercise price per Share,
                times
                (ii) the number of Shares covered by the Stock Appreciation Right.
                Each
                Stock Appreciation Right granted in conjunction with an Option, or
                a
                portion thereof, shall entitle a Participant to surrender to the
                Company
                the unexercised Option, or any portion thereof, and to receive from
                the
                Company in exchange therefore an amount equal to (i) the excess of
                (A) the
                Fair Market Value on the exercise date of one Share over (B) the
                Option
                Price per Share, times (ii) the number of Shares covered by the Option,
                or
                portion thereof, which is surrendered. The date a notice of exercise
                is
                received by the Company shall be the exercise date. Payment shall
                be made
                in Shares or in cash, or partly in Shares and partly in cash (any
                such
                Shares valued at such Fair Market Value), all as shall be determined
                by
                the Committee. Stock Appreciation Rights may be exercised from
                time-to-time upon actual receipt by the Company of written notice
                of
                exercise stating the number of Shares with respect to which the Stock
                Appreciation Right is being exercised. No fractional Shares will
                be issued
                in payment for Stock Appreciation Rights, but instead cash will be
                paid
                for a fraction or, if the Committee should so determine, the number
                of
                Shares will be rounded downward to the next whole
                Share.

            


    

    


    
      	(c)  	
              Limitations.
                The Committee may impose, in its discretion, such conditions upon
                the
                exercisability or transferability of Stock Appreciation Rights as
                it may
                deem fit.

            


    

    


    
      	(d)  	
              Limited
                Stock Appreciation Rights.
                The Committee may grant LSARs that are exercisable upon the occurrence
                of
                specified contingent events. Such LSARs may provide for a different
                method
                of determining appreciation, may specify that payment will be made
                only in
                cash and may provide that any related Awards are not exercisable
                while
                such LSARs are exercisable. Unless the context otherwise
                

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      


      
        	
              	
                requires,
                  whenever the term “Stock Appreciation Right” is used in the Plan, such
                  term shall include LSARs.

              


      

      



    

    8. Other
      Stock-Based Awards

     

    
      	 	
              (a)

            	
              Generally.
                The Committee, in its sole discretion, may grant Awards of Shares,
                Awards
                of restricted shares and Awards that are valued in whole or in part
                by
                reference to, or are otherwise based on the Fair Market Value of,
                Shares
                (“Other Stock-Based Awards”). Such Other Stock-Based Awards shall be in
                such form, and dependent on such conditions, as the Committee shall
                determine, including, without limitation, the right to receive more
                Shares
                (or the equivalent cash value of such Shares) upon the completion
                of a
                specified period of service, the occurrence of an event and/or the
                attainment of performance objectives. Other Stock-Based Awards may
                be
                granted alone or in addition to any other Awards granted under the
                Plan.
                Subject to the provisions of the Plan, the Committee shall determine
                to
                whom and when Other Stock-Based Awards will be made, the number of
                Shares
                to be awarded under (or otherwise related to) such Other Stock-Based
                Awards; whether such Other Stock-Based Awards shall be settled in
                cash,
                Shares or a combination of cash and Shares; and all other terms and
                conditions of such Awards (including, without limitation, the vesting
                provisions thereof and provisions ensuring that all Shares so awarded
                and
                issued shall be fully paid and
                non-assessable).

            


    

    


    
      	(b)  	
              Performance-Based
                Awards.
                Notwithstanding anything to the contrary herein, certain Other Stock-Based
                Awards granted under this Section 8 may be granted in a manner which
                is
                deductible by the Company under Section 162(m) of the Code (or any
                successor section thereto) (“Performance-Based Awards”). A Participant’s
                Performance-Based Award shall be determined based on the attainment
                of
                written performance goals approved by the Committee for a performance
                period established by the Committee (i) while the outcome for that
                performance period is substantially certain and (ii) no more than
                90 days
                after the commencement of the performance period to which the performance
                goal relates, or, if less, the number of days which is equal to 25
                percent
                of the relevant performance period. The performance goals, which
                must be
                objective, shall be based upon one or more of the following criteria:
                (1)
                consolidated earnings before or after taxes (including earnings before
                interest, taxes, depreciation and amortization); (ii) net income,
                (iii)
                operating income; (iv) earnings per Share; (v) book value per Share;
                (vi)
                return on shareholders’ equity; (vii) expense management; (viii) return on
                investment; (ix) improvements in capital structure; (x) profitability
                of
                an identifiable business unit or product; (xi) maintenance or improvement
                of profit margins; (xii) stock price; (xiii) market share; (xiv)
                revenues
                or sales; (xv) costs; (xvi) cash flow; (xvii) working capital and
                (xviii)
                return on assets. The foregoing criteria may relate to the Company,
                one or
                more of its Subsidiaries or one or more of its divisions or units,
                or any
                combination thereof, all as the Committee shall determine. In addition,
                to
                the degree consistent with Section 162(m) of the Code (or any successor
                section thereto), the performance goals may be calculated without
                regard
                to extraordinary items. The maximum amount of a Performance-Based
                Award
                during a calendar year to any Participant shall be $5,000,000. The
                Committee shall determine whether, with respect to a given
                

            


    

    
      


      
        
          
          

        

        
          
          

          
            

          

        

         

      

      
        	
              	
                Participant
                  and, if they have, to so certify and ascertain the amount of the
                  applicable Performance-Based Award. No Performance-Based Awards
                  will be
                  paid for such performance period until such certification is made
                  by the
                  Committee. The amount of the Performance-Based Award actually paid
                  to a
                  given Participant may be less than the amount determined by the
                  applicable
                  performance goal formula, at the discretion of the Committee. The
                  amount
                  of the Performance-Based Award actually paid to a given Participant
                  may be
                  less than the amount determined by the applicable performance goal
                  formula, at the discretion of the Committee. The amount of the
                  Performance-Based Award determined by the Committee for a performance
                  period shall be paid to the Participant at such time as determined
                  by the
                  Committee in its sole discretion after the end of such performance
                  period;
                  provided, however, that a Participant may, if and to the extent
                  permitted
                  by the Committee and consistent with the provisions of Section
                  162(m) of
                  the Code, elect to defer payment of a Performance-Based
                  Award.

              




    

    9. Adjustments
      Upon Certain Events

    


    Notwithstanding
      any other provisions in the Plan to the contrary, the following provisions
      shall
      apply to all Awards granted under the Plan:

     

    
      	(a)  	
              Generally.
                In the event of any change in the outstanding Shares after the Effective
                Date by reason of any Share dividend or split, reorganization,
                recapitilization, merger, consolidation, spin-off, combination or
                exchange
                of Shares or other corporate exchange, any distribution to shareholders
                of
                Shares other than regular cash dividends or any other similar event,
                the
                Committee in its sole discretion and without liability to any person
                may
                make such substitution or adjustment, if any, as it deems to be equitable,
                as to (i) the number or kind of Shares or other securities issued
                or
                reserved for issuance pursuant to the Plan or pursuant to outstanding
                Awards, (ii) the maximum number of Shares for which Options or Stock
                Appreciation Rights may be granted during a calendar year to any
                Participant, (iii) the Option Price and/or (iv) any other affected
                terms
                of such Awards. 

            


    

     

    
      	(b)  	
              Change
                in Control. Except as otherwise provided in an Award agreement, in
                the
                event of a Change in Control, the Committee in its sole discretion
                and
                without liability to any person may take such actions, if any, as
                it deems
                necessary or desirable with respect to any Award (including, without
                limitation), (i) the acceleration of an Award, (ii) the payment of
                a cash
                amount in exchange for the cancellation of an Award and/or (iii)
                the
                requiring of the issuance of substitute Awards that will substantially
                preserve the value, rights and benefits of any affected Awards previously
                granted hereunder (as of the date of the consummation of the Change
                in
                Control).

            




    10. No
      Right to Employment

     

    The
      granting of an Award under the Plan shall impose no obligation on the Company
      or
      any Subsidiary to continue the employment of a Participant and shall not lessen
      or affect the Company’s or Subsidiary’s right to terminate the employment of
      such Participant.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    11.
       Successors
      and Assigns

    


    The
      Plan
      shall be binding on all successors and assigns of the Company and a Participant,
      including without limitation, the estate of such Participant and the executor,
      administrator or trustee of such estate, or any receiver or trustee in a
      bankruptcy or representative of the Participant’s creditors.

    


    12.
      Nontransferability
      of Awards

     

    Unless
      otherwise determined by the Committee, an Award shall not be transferable or
      assignable by the Participant otherwise than by will or by the laws of descent
      and distribution. An award exercisable after the death of a Participant may
      be
      exercised by the legatees, personal representatives or distributees of the
      Participant.

    


    13. Amendments
      or Termination

    


    The
      Board
      may amend, alter or discontinue the Plan, but no amendment, alteration or
      discontinuation shall be made which, (a) without the approval of the
      shareholders of the Company, would (except as is provided in Section 9 of the
      Plan), increase the total number of Shares reserved for the purposes of the
      Plan
      or change the maximum number of Shares for which Awards may be granted to any
      Participant or (b) without the consent of a Participant, would impair any of
      the
      rights or obligations under any Award theretofore granted to such Participant
      under the Plan; provided, however, that the Committee may amend the Plan in
      such
      manner as it deems necessary to permit the granting of Awards meeting the
      requirements of the Code or other applicable laws. Notwithstanding anything
      to
      the contrary herein, the Board may not amend, alter or discontinue the
      provisions relating to Section 9(b) of the Plan after the occurrence of a Change
      in Control.

    


    14. International
      Participants

    


    With
      respect to Participants who reside or work outside the United States of America
      and who are not (and who are not expected to be) “covered employees” within the
      meaning of Section 162(m) of the Code, the Committee may, in its sole
      discretion, amend the terms of the Plan or Award with respect to such
      Participants in order to conform such terms with the requirements of local
      law.

    


    15. Choices
      of Law

    


    The
      Plan
      shall be governed by and construed in accordance with the laws of the State
      of
      Delaware, without regard to the conflicts of laws principles
      thereof.

    


    16.
       Effectiveness
      of the Plan

    


    The
      Plan
      shall be effective as of the Effective Date.