<PAGE>   1


                                                                    EXHIBIT 10.1

                               RESTATEMENT OF THE
                       AMERICAN AXLE & MANUFACTURING, INC.
                            PERSONAL SAVINGS PLAN FOR
                             HOURLY-RATE ASSOCIATES




                             EFFECTIVE APRIL 1, 2000


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                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                               PAGE
                                                                                                               ----
<S>                                                                                                            <C>
ARTICLE I - ESTABLISHMENT OF PERSONAL SAVINGS PLAN................................................................1

   1.01      Establishment of Plan................................................................................1
   1.02      Effective Date of Amended Plan.......................................................................1
   1.03      Governmental Rulings.................................................................................1

ARTICLE II - DEFINITION OF TERMS..................................................................................1

   2.01      Account..............................................................................................1
   2.02      Administrator........................................................................................1
   2.03      After-Tax Assets.....................................................................................1
   2.04      After-Tax Associate Contributions....................................................................2
   2.05      American Axle Stock..................................................................................2
   2.06      American Axle Stock Fund.............................................................................2
   2.07      Associate............................................................................................2
   2.08      Business Day.........................................................................................3
   2.09      Code.................................................................................................3
   2.10      Compensation.........................................................................................3
   2.11      Corporation..........................................................................................3
   2.12      Date of Valuation....................................................................................3
   2.13      Before-Tax Assets....................................................................................4
   2.14      Before-Tax Associate Contributions...................................................................4
   2.15      Distributee..........................................................................................4
   2.16      Effective Date of Investment Option Election.........................................................4
   2.17      Effective Date of Loan...............................................................................4
   2.18      Effective Date of Termination........................................................................5
   2.19      Effective Date of Transfer of Assets.................................................................5
   2.20      Effective Date of Withdrawal.........................................................................5
   2.21      Eligible Rollover Distribution.......................................................................5
   2.22      Eligible Weekly Earnings.............................................................................5
   2.23      Financial Hardship...................................................................................6
   2.24      Highly Compensated Associates........................................................................7
   2.25      Investment Options...................................................................................8
   2.26      Leased Employees.....................................................................................8
   2.27      Named Fiduciary......................................................................................9
   2.28      Net Asset Value......................................................................................9
   2.29      Normal Retirement Age................................................................................9
   2.30      Participant..........................................................................................9
   2.31      Plan.................................................................................................9
   2.32      Plan Year............................................................................................9
   2.33      Prime Rate..........................................................................................10
   2.34      Recordkeeper........................................................................................10
   2.35      Seniority...........................................................................................10
</TABLE>


                                       i

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<TABLE>
<S>                                                                                                              <C>
   2.36      Total and Permanent Disability......................................................................10
   2.37      Trustee.............................................................................................11
ARTICLE III - ELIGIBILITY........................................................................................11

   3.01      Eligibility.........................................................................................11

ARTICLE IV - CASH OR DEFERRED ARRANGEMENT........................................................................11

   4.01      Cash or Deferred Arrangement........................................................................11
   4.02      Transfer of Assets to or Receipt of Assets from Other Qualified Plans...............................13
   4.03      Rollovers...........................................................................................14
   4.04      Cash or Deferred Arrangement Limitation.............................................................15

ARTICLE V - AFTER-TAX ASSOCIATE CONTRIBUTIONS....................................................................19

   5.01      After-Tax Associate Contributions...................................................................19
   5.02      Transfer of Assets to or Receipt of Assets from Other Qualified Plans...............................19
   5.03      After-Tax Contribution Limitation...................................................................20
   5.04      Special Rules.......................................................................................21
   5.05      Limitation on Multiple Use..........................................................................23

ARTICLE VI - INVESTMENT OF PARTICIPANT'S CONTRIBUTIONS...........................................................24

   6.01      Investment Options..................................................................................24
   6.02      Vesting.............................................................................................26
   6.03      Withdrawals.........................................................................................26
   6.04      Distribution of Assets..............................................................................28
     (a)     Settlement Upon Termination of Employment...........................................................28
     (b)     Attainment of Age 70 1/2............................................................................30
     (c)     Undeliverable Assets................................................................................31
   6.05      Form of Distribution................................................................................31
   6.06      Loans...............................................................................................35

ARTICLE VII - TRUST FUND.........................................................................................38

   7.01      Contributions to the Trustee........................................................................38
   7.02      Investment Options..................................................................................38
     (a)     Capital Preservation Fund...........................................................................38
     (b)     Income Fund.........................................................................................39
     (c)     Asset Allocation Fund(s)............................................................................39
     (d)     Large Cap Equity Fund(s)............................................................................39
     (e)     Mid Cap Equity Fund(s)..............................................................................39
     (f)     Small Cap Equity Fund(s)............................................................................39
     (g)     Equity Index Fund(s)................................................................................39
     (h)     International Equity Fund(s)........................................................................40
     (i)     Socially Oriented Fund(s)...........................................................................40
</TABLE>


                                       ii


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<TABLE>
<S>                                                                                                              <C>
     (j)     American Axle Stock Fund............................................................................40
   7.03      American Axle Stock Fund............................................................................40
     (a)     Acquisition of Stock................................................................................40
     (b)     Information to Fund Holders.........................................................................41
     (c)     Voting Rights.......................................................................................41
     (d)     Confidentiality.....................................................................................41
     (e)     Named Fiduciary.....................................................................................42

ARTICLE VIII - OTHER PROVISIONS..................................................................................42

   8.01      Non-Assignability...................................................................................42
   8.02      Designation of Beneficiaries in Event of Death......................................................43
   8.03      Merger or Consolidation.............................................................................44
   8.04      Limitations on Contributions and Benefits...........................................................44
   8.05      Before-Tax Associate Contributions Limitation.......................................................46
   8.06      Investment Decisions................................................................................47
   8.07      Special Provisions Regarding Veterans...............................................................47
   8.08      Prohibition on Reversion............................................................................48

ARTICLE IX - ADMINISTRATION......................................................................................49

   9.01      Administrative Responsibility.......................................................................49
   9.02      Records.............................................................................................50
   9.03      Administrative Expenses.............................................................................50
   9.04      Participant Statements..............................................................................50
   9.05      Incapacity..........................................................................................50
   9.06      Notice of Claim Denial..............................................................................51
   9.07      Confidential Information............................................................................51

ARTICLE X - AMENDMENT, MODIFICATION, SUSPENSION, OR TERMINATION..................................................52
   10.01       Amendment, Modification, Suspension or Termination................................................52
   10.02       Distribution Upon Plan Termination................................................................52
   10.03       Distribution Upon Sale of Subsidiary or Corporation Assets........................................52
</TABLE>


                                      iii

<PAGE>   5




                                    ARTICLE I
                     ESTABLISHMENT OF PERSONAL SAVINGS PLAN

1.01     ESTABLISHMENT OF PLAN

         American Axle & Manufacturing, Inc. hereby establishes The American
         Axle & Manufacturing, Inc. Personal Savings Plan for Hourly-Rate
         Associates (hereinafter referred to as the Plan), as set forth herein.

1.02     EFFECTIVE DATE OF AMENDED PLAN

         The amended Plan shall become effective April 1, 2000, except as
         otherwise may be provided herein.

1.03     GOVERNMENTAL RULINGS

         This Plan is conditioned upon approval by the Internal Revenue Service
         in accordance with Sections 401 and 501(a) of the Code, or any section
         of the Code which amends, supersedes, or supplements said sections.

                                   ARTICLE II
                               DEFINITION OF TERMS

The following definitions will apply to all words and phrases capitalized in the
text, which follows.

2.01     "ACCOUNT"

         Account means the assets credited to a Participant in the trust fund
         established under the Plan.

2.02     "ADMINISTRATOR"

         Administrator means American Axle & Manufacturing, Inc.

2.03     "AFTER-TAX ASSETS"

         After-Tax Assets means the shares of the Investment Options purchased
         with After-Tax Associate Contributions and dividends and earnings
         thereon.

<PAGE>   6

2.04     "AFTER-TAX ASSOCIATE CONTRIBUTIONS"

         After-Tax Associate Contributions means amounts contributed to the
         trust fund by the Corporation as elected by a Participant in accordance
         with Section 5.01.

2.05     "AMERICAN AXLE STOCK"

         Effective October 1, 2001, American Axle Stock means common stock of
         American Axle & Manufacturing Holdings, Inc.

2.06     "AMERICAN AXLE STOCK FUND"

         Effective October 1, 2001, American Axle Stock Fund means a fund
         invested only in American Axle Stock.

2.07     ASSOCIATE"

         Associate means

         (A)      any person regularly employed in the United States by the
                  Corporation on an hourly-rate basis, including:

                  (I)      hourly-rate persons employed on a full-time basis;
                           and

                  (II)     part-time hourly-rate associates.

         (B)      the term "Associate" shall not include employees of any
                  directly or indirectly wholly-owned or substantially
                  wholly-owned subsidiary of the Corporation acquired or formed
                  by the Corporation on or after, March 1, 1994.

         (C)      the term "Associate" shall not include employees represented
                  by a labor organization which has not signed an agreement
                  making the Plan applicable to such employees.

         (D)      the term "Associate" shall not include Leased Employees as
                  defined under Article II, Section 2.26.




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<PAGE>   7

2.08     "BUSINESS DAY"

         Business Day means a day the New York Stock Exchange is open for
         business. If the New York Stock Exchange is closed as a result of a
         holiday, weekend, or at the end of a Business Day, normally 4:00 p.m.
         Eastern Time, then the Effective Date will be the next following
         Business Day.

2.09     "CODE"

         The term "Code" means the Internal Revenue Code of 1986, as amended.

2.10     "COMPENSATION"

         Compensation means the total amount paid by the Corporation to the
         Associate with respect to hourly-rate employment during any Plan Year
         as evidenced by Internal Revenue Service Form W-2 or its equivalent,
         plus amounts not currently includable in income by reason of Sections
         125, 132(f)(4) and/or 402(e)(3) of the Code. Effective January 1, 1997,
         the family aggregation rules of Code Section 401(a)(17)(A) and
         414(q)(6) shall not apply to the determination of Compensation.

2.11     "CORPORATION"

         Corporation means American Axle & Manufacturing, Inc. a Delaware
         corporation.

2.12     "DATE OF VALUATION"

         Date of Valuation means the end of a Business Day, Normally 4:00 p.m.
         Eastern Time, that a Participant initiates an investment option
         election, withdrawal, transfer of assets, settlement upon termination
         of employment, or loan, and such date shall be the Effective Date of
         Investment Option Election, Effective Date of Withdrawal, Effective
         Date of Transfer of Assets, Effective Date of Termination, or Effective
         Date of Loan, whichever applies.


                                       3
<PAGE>   8

2.13     "BEFORE-TAX ASSETS"

         Before-Tax Assets means the units or shares of the Investment Options
         purchased with Before-Tax Associate Contributions and dividends and
         earnings thereon.

2.14     "BEFORE-TAX ASSOCIATE CONTRIBUTIONS"

         Before-Tax Associate Contributions means amounts contributed to the
         trust fund by the Corporation as elected by a Participant in accordance
         with Sections 4.01 and 4.02.

2.15     "DISTRIBUTEE"

         Distributee means an Associate or former Associate of the Corporation
         to whom assets are to be distributed. Additionally, the surviving
         spouse of the Associate or former Associate or alternate payee to whom
         assets are to be distributed under a Qualified Domestic Relations
         Order, as defined in Section 414(p) of the Code, are Distributees with
         regard to their interest.

2.16     "EFFECTIVE DATE OF INVESTMENT OPTION ELECTION"

         Effective Date of Investment Option Election means the Business Day on
         which appropriate direction to the Trustee is received by the party
         designated by the Administrator for an investment option change.

2.17     "EFFECTIVE DATE OF LOAN"

         Effective Date of Loan means the Business Day on which appropriate
         direction to the Recordkeeper is received by the party designated by
         the Administrator for a loan.


                                       4
<PAGE>   9

2.18     "EFFECTIVE DATE OF TERMINATION"

         Effective Date of Termination means the Business Day on which
         termination of employment with the Corporation occurs.

2.19     "EFFECTIVE DATE OF TRANSFER OF ASSETS"

         Effective Date of Transfer of Assets means the Business Day on which
         appropriate direction to the Recordkeeper is received by the party
         designated by the Administrator for a transfer of assets.

2.20     "EFFECTIVE DATE OF WITHDRAWAL"

         Effective Date of Withdrawal means the Business Day on which
         appropriate direction to the Recordkeeper is received by the party
         designated by the Administrator for a withdrawal.

2.21     "ELIGIBLE ROLLOVER DISTRIBUTION"

         The term Eligible Rollover Distribution shall have the meaning set
         forth in Section 6.05(b).

2.22     "ELIGIBLE WEEKLY EARNINGS"

         Eligible Weekly Earnings means base pay plus any Cost-of-Living
         Allowance received by a Participant from the Corporation with respect
         to hourly-rate employment during a calendar week and any Performance
         Bonus Payment (as defined in the Collective Bargaining Agreement) made
         to a Participant during the Plan Year. The term Eligible Weekly
         Earnings shall include any pay received for overtime hours, night
         shift, seven-day premiums, and suggestion awards. Eligible Weekly
         Earnings shall not include any other special payments, fees, or
         allowances. For Plan Years beginning prior to January 1, 2002, annual
         Eligible Weekly Earnings and Compensation taken into account for
         purposes of the



                                       5
<PAGE>   10

         discrimination tests in Section 4.04 may not exceed $170,000 per year
         (or as may be adjusted by the Secretary of the Treasury of the United
         States). Effective January 1, 2002, the annual Eligible Weekly Earnings
         of each Participant taken into account in determining allocations and
         Compensation taken into account for purposes of the discrimination
         tests in Section 4.04 shall not exceed $200,000, as adjusted for
         cost-of-living increases in accordance with Section 401(a)(17)(B) of
         the Code. Annual Eligible Weekly Earnings means Eligible Weekly
         Earnings during the Plan Year or such other consecutive 12-month period
         over which Eligible Weekly Earnings is otherwise determined under the
         Plan (the determination period). The cost-of-living adjustment in
         effect for a calendar year applies to annual Eligible Weekly Earnings
         and Compensation for the determination period that begins with or
         within such calendar year. Effective January 1, 1997, the family
         aggregation rules of Code Sections 401(a)(17)(A) and 414(q)(6) shall
         not apply to the determination of Eligible Weekly Earnings.

2.23     "FINANCIAL HARDSHIP"

         Financial Hardship means a reason given by a Participant when applying
         for a withdrawal before age 59-1/2 which indicates the withdrawal is
         (1) necessary to meet immediate and heavy financial needs of the
         Participant, (2) for an amount required to meet the immediate financial
         need created by the hardship, and (3) for an amount that is not
         reasonably available from other resources of the Participant. The
         amount of such withdrawal may be increased to include any amounts
         necessary to pay reasonably anticipated income taxes and penalties
         resulting from the early withdrawal. The reason must be permitted under
         existing



                                       6
<PAGE>   11

         Internal Revenue Service regulations and rulings and must be acceptable
         to the Named Fiduciary or its delegate for one of the following
         reasons:

         (A)      purchase or construction of the Participant's principal
                  residence;

         (B)      payment of expenses to prevent foreclosure on the
                  Participant's principal residence or to prevent eviction from
                  the Participant's principal residence;

         (C)      payment of tuition for the next 12 months of post-secondary
                  education for a Participant, a Participant's spouse, or a
                  Participant's dependent;

         (D)      payment of medical expenses previously incurred or necessary
                  to obtain medical care for a Participant, a Participant's
                  spouse, or a Participant's dependent; or

         (E)      any other reason acceptable under published Internal Revenue
                  Service regulations and rulings.

2.24     "HIGHLY COMPENSATED ASSOCIATES"

         For purposes of this Plan, the term Highly Compensated Associates
         means, effective January 1, 1997, Highly Compensated active Associates
         and Highly Compensated former Associates. For purposes of this Section,
         a Highly Compensated active Associate includes any Associate who:

         (A)      (I)      received compensation from the Corporation in excess
                           of $80,000.00 (as adjusted under the Code) and, if
                           the Corporation elects, was a member of the top-paid
                           group (top 20% ranked on the basis of compensation)
                           for the preceding Plan Year, or

                  (II)     was a 5% owner of the Corporation at any time during
                           the Plan Year or the preceding Plan Year.



                                       7
<PAGE>   12

         (B)      A Highly Compensated former Associate includes any Associate
                  who was a Highly Compensated Associate when he separated from
                  service or was a Highly Compensated Associate after attaining
                  age 55.

         (C)      The determination of who is a Highly Compensate Associate,
                  including the determinations of the number and identity of
                  Associate's in the top-paid group, will be made in accordance
                  with Section 414(q) of the Code and regulations thereunder.

2.25     "INVESTMENT OPTIONS"

         Investment Options means the investments available to eligible
         Participants pursuant to Article VI, 6.01 and Article VII, 7.02 of this
         Plan.

2.26     "LEASED EMPLOYEES"

         Leased Employee means any person who, pursuant to an agreement between
         the Corporation and any leasing organization, has performed services
         for the Corporation on a substantially full-time basis for a period of
         at least one year, and, effective January 1, 1997, such services are
         performed under the primary direction or control of the Corporation.
         Contributions or benefits provided a Leased Employee by the leasing
         organization which is attributable to services performed for the
         Corporation shall be treated as provided by the Corporation. A Leased
         Employee shall not be considered an employee of the Corporation if such
         employee is covered by the safe harbor requirements of Section
         414(n)(5) of the Code.


                                       8
<PAGE>   13

2.27     "NAMED FIDUCIARY"

         Named Fiduciary means the Compensation Committee of the Board of
         Directors of American Axle & Manufacturing, Inc. except as set forth in
         Section 8.06 and 9.01.

2.28     "NET ASSET VALUE"

         Net Asset Value means the closing price of a unit or share of an
         Investment Option on a given day as reported by the Recordkeeper.
         Effective October 1, 2001, for assets attributable to the American Axle
         Stock Fund, Net Asset Value means the value as determined by the open
         market as traded on a national securities exchange. The sum of the
         value of all of a Participant's units and shares in the Investment
         Options is the Participant's Total Net Asset Value.

2.29     "NORMAL RETIREMENT AGE"

         Normal Retirement Age means the attainment of age 65 by the
         Participant.

2.30     "PARTICIPANT"

         Participant means an Associate, or former Associate, who has an Account
         under this Plan.

2.31     "PLAN"

         Plan means The American Axle & Manufacturing, Inc. Personal Savings
         Plan for Hourly-Rate Associates.

2.32     "PLAN YEAR"

         Plan Year means the 12-month period beginning on January 1 and ending
         on December 31.


                                       9
<PAGE>   14

2.33     "PRIME RATE"

         Prime Rate means the interest rate reported as the "Prime Rate" in the
         Eastern Edition of the Wall Street Journal in its general guide to
         money rates.

2.34     "RECORDKEEPER"

         Recordkeeper means an organization responsible for maintaining Plan
         data recording all transactions implementing Plan provisions. The
         Recordkeeper may also provide customer services and account and program
         information to eligible Participants and to the Plan Administrator.

2.35     "SENIORITY"

         Seniority as used in the Plan means the Associate must complete the
         required 90 days of employment with the Corporation.

2.36     "TOTAL AND PERMANENT DISABILITY"

         An associate shall be deemed to be totally and permanently disabled
         only if the associate is not engaged in regular employment or
         occupation for remuneration or profit and on the basis of medical
         evidence satisfactory to the Corporation the associate is found to be
         wholly and permanently prevented from engaging in regular employment or
         occupation with the Corporation at the plant or plants where the
         associate has seniority for remuneration or profit as a result of
         bodily injury, either occupational or non-occupational in cause, but
         excluding disabilities resulting from service in the armed forces of
         any country unless the associate became totally and permanently
         disabled after accumulating at least five years of seniority following
         separation from service in the armed forces.


                                       10
<PAGE>   15

2.37     "TRUSTEE"

         Trustee means the outside organization or organizations appointed by
         the Named Fiduciary, or its delegate, to hold, invest, and distribute
         the assets of the Plan.

                                   ARTICLE III
                                   ELIGIBILITY

3.01     ELIGIBILITY

         An Associate is eligible to participate and accumulate savings under
         the Plan on the first day of the first pay period next following the
         attainment of Seniority. A previously eligible Associate who resumes
         active employment following a termination of employment will be
         eligible to participate immediately.

                                   ARTICLE IV
                          CASH OR DEFERRED ARRANGEMENT

4.01     CASH OR DEFERRED ARRANGEMENT

         (A)      In lieu of receipt of Eligible Weekly Earnings to which an
                  Associate is entitled, such Associate may elect, by providing
                  appropriate direction to the party designated by the
                  Administrator, to have the Corporation contribute to the Plan,
                  on a weekly basis, as Before-Tax Associate Contributions, an
                  equivalent amount in accordance with this qualified cash or
                  deferred arrangement as provided for under Section 401(k) of
                  the Code. Such Before-Tax Associate Contributions must be
                  whole percentages of the Associate's Eligible Weekly Earnings
                  and may not be at a rate of less than 1% nor more than 25% of
                  the Associate's Eligible Weekly Earnings. Such Before-Tax
                  Associate Contributions shall be allocated to the Associate's
                  Account and shall be vested immediately. The



                                       11
<PAGE>   16

                  Associate's Compensation shall be reduced by the full amount
                  of any such Before-Tax Associate Contribution. The Associate
                  may elect, by providing appropriate direction to the party
                  designated by the Administrator, to change the amount of such
                  Before-Tax Associate Contributions or to have such Before-Tax
                  Associate Contributions suspended at any time.

         (B)      Any change in the rate of payroll deduction authorized by an
                  Associate in accordance with subsection (a) of this Section
                  4.01 will become effective not later than the first day of the
                  second pay period next following the date on which such
                  authorization is received by the party designated by the
                  Administrator.

         (C)      In addition to the Before-Tax Associate Contributions as
                  provided for in subsection (a) of this Section 4.01, an
                  Associate eligible to receive a payment from the American Axle
                  & Manufacturing, Inc. Profit Sharing Plan for Hourly-Rate
                  Associates may elect, to have the Corporation contribute to
                  the Associate's Account as Before-Tax Associate Contributions
                  an amount up to 100%, in multiples of 1%, of the amount of
                  such payment, provided such Associate has not terminated
                  employment prior to such contribution. Such election shall be
                  made at such time and in such manner as the Administrator
                  shall determine and will remain continuously in effect until
                  changed by the Associate. If appropriate direction is not
                  received by the party designated by the Administrator from an
                  Associate on or before the date established by the
                  Administrator for submission of such election with respect to
                  a payment, such amount shall be paid to the Associate.



                                       12
<PAGE>   17

         (D)      The Corporation may limit the amount of Before-Tax Associate
                  Contributions to the trust pursuant to subsections (a) and (c)
                  of this Section 4.01 if necessary to comply with Sections
                  4.04, 8.04, and 8.05 of the Plan.

         (E)      Effective January 1, 2002, all Associates who are eligible to
                  make Before-Tax Associate Contributions under this Plan and
                  who have attained age 50 before the close of the Plan Year
                  shall be eligible to make catch-up contributions in accordance
                  with, and subject to the limitations of, Section 414(v) of the
                  Code. Such catch-up contributions shall not be taken into
                  account for purposes of the provisions of the Plan
                  implementing the required limitations of Sections 402(g) and
                  415 of the Code. The Plan shall not be treated as failing to
                  satisfy the provisions of the Plan implementing the
                  requirements of Section 401(k)(3), 401(k)(11), 401(k)(12),
                  410(b) or 416 of the Code, as applicable, by reason of the
                  making of such catch-up contributions.

4.02     TRANSFER OF ASSETS TO OR RECEIPT OF ASSETS FROM OTHER QUALIFIED PLANS

         The Administrator may direct the Trustee to accept all of an
         Associate's funds, including participant loans, transferred from a
         similar qualified plan and may direct the Trustee to transfer all of a
         Participant's funds, including participant loans, to a similar
         qualified plan, provided such other qualified plan (1) is maintained by
         an employer which is a member of a controlled group of corporations of
         which the Associate's current employer is a member, and (2) permits
         such transfers. Any funds so transferred shall be in cash, and such
         participant loans, and shall be accompanied by written instructions
         from the



                                       13
<PAGE>   18

         Trustee setting forth the Associate for whose benefit such assets are
         being transferred, and identifying the source of such accumulated
         funds. Funds transferred from other plans which otherwise would be
         subject to federal income taxation will be designated as Before-Tax
         Associate Contributions.

         Notwithstanding the foregoing, the Plan may not receive a transfer from
         another qualified plan if such other plan provides, or at any time had
         provided, benefits through alternative forms of distribution, including
         annuities, which are not available under this Plan.

4.03     ROLLOVERS

         (A)      An Associate may make a rollover contribution, as permitted
                  under Section 402(c) of the Code, into an option or options
                  selected by such Associate in an amount not exceeding the
                  total amount of taxable proceeds distributed by a similar
                  qualified plan maintained by a former employer. The rollover
                  contribution must be made by the Associate (a) within 60 days
                  following the receipt of such distribution from the former
                  employer's plan, or (b) as a direct trustee-to-trustee
                  transfer from the former employer's plan as permitted under
                  Section 401(a)(31) of the Code.

         (B)      Effective January 1, 2002, the Plan will accept a direct
                  rollover of an Eligible Rollover Distribution from:

                  (1)      a qualified plan described in Section 401(a) or
                           403(a) of the Code, including after-tax employee
                           contributions.

                  (2)      an annuity contract described in Section 403(b) of
                           the Code, excluding after-tax employee contributions.



                                       14
<PAGE>   19

                  (3)      an eligible plan under Section 457(b) of the Code
                           which is maintained by a state, political subdivision
                           of a state or any agency or instrumentality of a
                           state or political subdivision of a state.

         (C)      Effective January 1, 2002, the Plan will accept a Participant
                  contribution of an Eligible Rollover Distribution from:

                  (1)      a qualified plan described in Section 401(a)( or
                           403(a) of the Code.

                  (2)      an annuity contract described in Section 403(b) of
                           the Code.

                  (3)      an eligible plan under Section 457(b) of the Code
                           which is maintained by a state, political subdivision
                           of a state or any agency or instrumentality of a
                           state or political subdivision of a state.

         (D)      Effective January 1, 2002, the Plan will accept a Participant
                  rollover contribution of the portion of a distribution from an
                  individual retirement account or annuity described in Section
                  408(a) or 408(b) of the Code that is eligible to be rolled
                  over and would otherwise be includible in gross income.

         (E)      Notwithstanding any other provision of this Section 4.03, the
                  Plan may not receive a transfer or a direct rollover from
                  another plan or annuity contract if such other plan or annuity
                  contract provides, or at any time had provided, benefits
                  through alternative forms of distribution, including
                  annuities, which are not available under this Plan.

4.04     CASH OR DEFERRED ARRANGEMENT LIMITATION

         (A)      Effective January 1, 1997, the Before-Tax Associate
                  Contributions percentage by the eligible Highly Compensated
                  Associates under the plan



                                       15
<PAGE>   20

                  for a Plan Year must meet one of the following tests using the
                  current year testing method:

                  (I)      The actual Before-Tax Associate Contributions
                           percentage of the eligible Highly Compensated
                           Associates is not more than 1.25 times the actual
                           Before-Tax Associate Contributions percentage of all
                           other eligible Associates; or

                  (II)     The actual Before-Tax Associate Contributions
                           percentage of the eligible Highly Compensated
                           Associates is not more than two percentage points
                           more than the actual Before-Tax Associate
                           Contributions percentage for all other eligible
                           Associates and is not more than 2.0 times (or, such
                           lesser amount as the Secretary of the Treasury shall
                           prescribe) the actual Before-Tax Associate
                           Contributions percentage of all other eligible
                           Associates.

         (B)      The actual Before-Tax Associate Contributions percentage for
                  the eligible Highly Compensated Associates and all other
                  eligible Associates for a Plan Year is the average of the
                  ratios (calculated separately for each eligible Associate) of
                  the:

                  (I)      Amount of Before-Tax Associate Contributions actually
                           paid over to the Plan trust on behalf of such
                           eligible Associate for the Plan Year to:

                  (II)     The eligible Associate's Compensation for such Plan
                           Year.

         (C)      The amount of Before-Tax Associate Contributions for a Highly
                  Compensated Associate that exceeds the percentage limitations
                  of subsection (a) of this Section 4.04 shall be distributed to
                  the Participant no



                                       16
<PAGE>   21

                  later than two and one-half months following the end of the
                  Plan Year. The amount of any such distribution shall be
                  determined under a reasonable method selected by the
                  Administrator under applicable tax regulations and will
                  include any earnings attributable to the excess Before-Tax
                  Associate Contributions.

         (D)      Special Rules

                  (I)      In the event that this Plan satisfies the
                           requirements of Sections 401(k), 401(a)(4), or 410(b)
                           of the Code only if aggregated with one or more other
                           plans, or if one or more other plans satisfy the
                           requirements of such sections of the Code only if
                           aggregated with this Plan, then this Section 4.04
                           shall be applied by determining the actual Before-Tax
                           Associate Contributions percentage of eligible
                           Associates as if all such plans were a single plan.

                  (II)     The actual Before-Tax Associate Contributions
                           percentage for any Participant who is a Highly
                           Compensated Associate for the Plan Year, and who is
                           eligible to participate in two or more arrangements
                           described in Section 401(k) of the Code that are
                           maintained by the Corporation, shall be determined by
                           treating all such plans as a single plan.
                           Notwithstanding the foregoing, certain plans shall be
                           treated as separate if mandatorily disaggregated
                           under regulations under Section 401(k) of the Code.

                  (III)    Effective January 1, 1997, in the event that neither
                           of the tests described in Section 4.04(a) are
                           satisfied, the Before-Tax Associate Contributions,
                           and income and losses thereon, of the Highly



                                       17
<PAGE>   22

                           Compensated Associates shall be reduced to the extent
                           necessary to satisfy at least one of the tests. The
                           total excess contributions to be refunded shall equal
                           (A) the aggregate amount of contributions taken into
                           account in determining the actual Before-Tax
                           Associate Contribution percentage of the Highly
                           Compensated Associate for the Plan Year in excess of
                           (B) the maximum amount of such contributions
                           permitted under Section 4.04(a) determined by
                           reducing contributions made on behalf of Highly
                           Compensated Associates in order of their actual
                           Before-Tax Associate Contributions beginning with the
                           highest of such percentages. The total excess
                           contributions so determined shall be refunded to
                           Highly Compensated Associates on the basis of the
                           amount of contributions by, or on behalf of, each
                           such Highly Compensated Associate (beginning with
                           such Highly Compensated Associate whose contributions
                           are the highest) until the limits are not exceeded.
                           The amount by which each Highly Compensated
                           Associate's Before-Tax Associate Contributions is
                           reduced shall be treated as an excess contribution.
                           The actual Before-Tax Associate Contributions
                           percentage of the Highly Compensated Associates is
                           determined after any corrections are made. Excess
                           contributions shall be treated as Annual Additions.



                                       18
<PAGE>   23

                                    ARTICLE V
                        AFTER-TAX ASSOCIATE CONTRIBUTIONS

5.01     AFTER-TAX ASSOCIATE CONTRIBUTIONS

         (A)      In lieu of all or part of the contributions an Associate may
                  authorize in accordance with Section 4.01, an Associate may
                  elect to contribute an equivalent amount to the Plan on an
                  after-tax basis. Such contributions shall be allocated to the
                  Associate's Account and shall be vested immediately.

                  The Associate may elect, by providing appropriate direction to
                  the party designated by the Administrator, to change the
                  amount of such contributions or to have such contributions
                  suspended at any time.

         (B)      Any change in the rate of payroll deduction authorized by an
                  Associate in accordance with subsections (a) of this Section
                  5.01 will become effective not later than the first day of the
                  second pay period next following the date on which such
                  authorization is received by the party designated by the
                  Administrator.

         (C)      The Corporation may limit the amount of contributions to the
                  trust pursuant to subsection (a) of this Section 5.01 if
                  necessary to comply with Sections 5.03, 5.05, and 8.04 of the
                  Plan.

5.02     TRANSFER OF ASSETS TO OR RECEIPT OF ASSETS FROM OTHER QUALIFIED PLANS

         The Administrator may direct the Trustee to accept all of an
         Associate's funds, including participant loans, transferred from a
         similar qualified plan, and may direct the Trustee to transfer all of a
         participant's funds, including participant loans, to a similar
         qualified plan, provided such other qualified plan (1) is



                                       19
<PAGE>   24

         maintained by an employer which is a member of a controlled group of
         corporations of which the Associate's current employer is a member, and
         (2) permits such transfers. Any funds so transferred shall be in cash,
         and such participant loans, and shall be accompanied by written
         instructions from the Trustee setting forth the Associate for whose
         benefit such assets are being transferred, and identifying the source
         of such accumulated funds. Funds transferred from other plans which
         otherwise would not be subject to federal income taxation will be
         designated as After-tax Associate Contributions.

         Notwithstanding the foregoing, the Plan may not receive a transfer from
         another qualified plan if such other plan provides, or at any time had
         provided, benefits through alternative forms of distribution, including
         annuities, which are not available under this Plan.

5.03     AFTER-TAX CONTRIBUTION LIMITATION

         (A)      Effective January 1, 1997, the After-Tax Associate
                  Contributions percentage by the eligible Highly Compensated
                  Associates under the Plan for a Plan Year must meet one of the
                  following tests using the current year testing method:

                  (I)      The actual After-Tax Associate Contributions
                           percentage of the eligible Highly Compensated
                           Associates is not more than 1.25 times the actual
                           After-Tax Associate Contributions percentage of all
                           other eligible Associates; or

                  (II)     The actual After-Tax Associate Contributions
                           percentage of the eligible Highly Compensated
                           Associates is not more than two percentage points
                           more than the actual After-Tax Associate



                                       20
<PAGE>   25

                           Contributions percentage for all other eligible
                           Associates and is not more than 2.0 times (or, such
                           lesser amount as the Secretary of the Treasury shall
                           prescribe) the actual After-Tax Associate
                           Contributions percentage of all other eligible
                           Associates.

         (B)      The actual After-Tax Associate Contributions percentage for
                  the eligible Highly Compensated Associates and all other
                  eligible Associates for a Plan Year is the average of the
                  ratios (calculated separately for each eligible Associate) of
                  the:

                  (I)      Amount of After-Tax Associate Contributions actually
                           paid over to the Plan trust on behalf of such
                           eligible Associate for the Plan Year to:

                  (II)     The eligible Associate's Compensation for such Plan
                           Year.

         (C)      The amount of After-Tax Associate Contributions for a Highly
                  Compensated Associate that exceeds the percentage limitations
                  of subsection (a) of this Section 5.03 shall be distributed to
                  the Participant no later than two and one-half months
                  following the end of the Plan Year. The amount of any such
                  distribution shall be determined under a reasonable method
                  selected by the Administrator under applicable tax regulations
                  and will include any earnings attributable to the excess
                  After-Tax Associate Contributions.

5.04     SPECIAL RULES

         (A)      In the event that this after-tax portion of the Plan satisfies
                  the requirements of Sections 401(m), 401 (a) (4), or 410(b) of
                  the Code only if aggregated with one or more other plans, or
                  if one or more other plans



                                       21
<PAGE>   26

                  satisfy the requirements of such sections of the Code only if
                  aggregated with this after-tax portion of the Plan, then
                  Section 5.02 shall be applied by determining the actual
                  After-Tax Associate Contributions percentage of eligible
                  Associates as if all such plans were a single plan.

         (B)      The actual After-Tax Associate Contributions percentage for
                  any Participant who is a Highly Compensated Associate for the
                  Plan Year, and who is eligible to participate in two or more
                  arrangements described in Section 401(m) of the Code that are
                  maintained by the corporation, shall be determined by treating
                  all such plans as a single plan. Notwithstanding the
                  foregoing, certain plans shall be treated as separate if
                  mandatorily desegregated under regulations under Section
                  401(m) of the Code.

         (C)      Effective January 1, 1997, in the event that neither of the
                  tests described in Section 5.03(a) are satisfied, the
                  After-Tax Associate Contributions of Highly Compensated
                  Associates, and the income and losses thereon, shall be
                  reduced to the extent necessary to satisfy at least one of the
                  tests. The total excess aggregate contributions to be refunded
                  shall equal (A) the aggregate amount of contributions taken
                  into account in determining the actual After-Tax Associate
                  Contribution percentage of Highly Compensated Associates for
                  the Plan Year in excess of (B) the maximum amount of such
                  contributions permitted under Section 5.03(a) determined by
                  reducing contributions made on behalf of Highly Compensated
                  Associates in order of their actual After-Tax Associate
                  Contribution percentage beginning with the highest of such
                  percentages. The total excess aggregate contributions so
                  determined shall be refunded



                                       22
<PAGE>   27

                  to Highly Compensated Associates on the basis of the amount of
                  contributions by or on behalf of each such Highly Compensated
                  Associate (beginning with such Highly Compensated Associate
                  whose contributions are the highest) until the limits are not
                  exceeded. The amount by which each Highly Compensated
                  Associate's After-Tax Associate Contributions is reduced shall
                  be treated as an excess aggregate contribution. The actual
                  After-Tax Associate Contributions percentage of the Highly
                  Compensated Associates is determined after any corrections are
                  made. Excess aggregate contributions shall be treated as
                  Annual Additions.

5.05     LIMITATION ON MULTIPLE USE

         The following provisions apply for Plan Years beginning prior to
         January 1, 2002 to prevent the multiple use of the limits set forth in
         subsections 4.04(a)(ii) and 5.03(a)(ii). To determine if multiple use
         exists, the Administrator shall calculate the greater of:

         (A)      125% of the greater of the actual Before-Tax Associate
                  Contributions percentage or the actual After-Tax Associate
                  Contributions percentage for the non-Highly Compensated
                  Associate (non-HCA) group; plus

         (B)      the lesser of:

                  (I)      Two percentage points plus the lesser of the actual
                           Before-Tax Associate Contributions percentage or the
                           actual After-Tax Associate Contributions percentage
                           of the non-HCA group; or

                  (II)     200% of the lesser of the actual Before-Tax Associate
                           Contributions percentage or the actual After-Tax
                           Associate Contributions percentage of the non-HCA
                           group; or



                                       23
<PAGE>   28

                                       OR

         (C)      Subparagraphs (a) and (b) above where "lesser" is substituted
                  for "greater" and "greater" is substituted for "lesser."

                  If this amount is less than the sum of the actual Before-Tax
                  Associate Contributions percentage plus the actual After-Tax
                  Associate Contributions percentage of the Highly Compensated
                  Associate group, then multiple use exists. If multiple use
                  exists, then the actual After-Tax Associate Contributions
                  percentage will be reduced by refunding and then the actual
                  Before-Tax Associate Contributions percentage will be reduced
                  by refunding (each beginning with such Associates with the
                  highest amount of contributions) so that multiple use does not
                  exist.

         (D)      The multiple use test described in Treasury Regulation
                  1.401(m)-2 and this Section 5.05 shall not apply to Plan Years
                  beginning after December 31, 2001.

                                   ARTICLE VI
                    INVESTMENT OF PARTICIPANT'S CONTRIBUTIONS

6.01     INVESTMENT OPTIONS

         (A)      Amounts contributed to the trust fund on behalf of
                  Participants pursuant to subsections (a) and (c) of Section
                  4.01 and subsection (a) of Section 5.01 shall be invested in
                  the following investment options, in increments of 1%, as may
                  be elected by the Participant:

                  (I)      Capital Preservation Fund; or

                  (II)     Income Fund; or

                  (III)    Asset Allocation Fund(s); or


                                       24
<PAGE>   29

                  (IV)     Large Cap Equity Fund(s); or

                  (V)      Mid Cap Equity Fund(s); or

                  (VI)     Small Cap Equity Fund(s); or

                  (VII)    Equity Index Fund(s); or

                  (VIII)   International Equity Fund(s); or

                  (IX)     Socially Oriented Fund(s); or

                  (X)      Effective October 1, 2001, the American Axle Stock
                           Fund.

         (B)      A Participant's initial investment election shall remain in
                  effect until changed by the Participant.

                  A Participant's investment election may be changed on any
                  Business Day by providing appropriate direction to the party
                  designated by the Administrator. Any change in the
                  Participant's investment election shall be effective on the
                  Effective date of Investment Option Election.

         (C)      Amounts contributed to the trust fund on behalf of a
                  Participant as provided in subsection (c) of Section 4.01 and
                  Sections 4.02 and 5.02 shall be invested in the same
                  investment option(s) as elected by the Participant pursuant to
                  subsection (a) of this Section 6.01; provided, however, that
                  if contributions are not being made to the trust fund on
                  behalf of such Participant pursuant to subsections (a) of
                  Sections 4.01 and 5.01, the Participant will be required,
                  prior to the contribution or transfer of amounts pursuant to
                  subsection (c) of Section 4.01 and Sections 4.02 and 5.02, to
                  make an election regarding the investment of such amount.

         (D)      A Participant may, by giving appropriate direction to the
                  party designated by the Administrator, transfer assets being
                  held in such Participant's



                                       25
<PAGE>   30

                  Account from one investment option to another investment
                  option, as follows:

                  (I)      A transfer of assets may include all or any part of
                           such assets in an investment option.

                  (II)     A Participant may elect a transfer of assets on any
                           Business Day.

                  (III)    Any election to transfer assets shall be irrevocable,
                           normally as of 4:00 p.m. Eastern Time, on the
                           Business Day such election is received by the party
                           designated by the Administrator.

                  (IV)     Any appropriate election to transfer assets shall be
                           processed as of the Effective Date of Transfer of
                           Assets.

6.02     VESTING

         Each Participant shall be fully vested in the assets credited to the
         Participant's Account, and no portion of such Account shall be subject
         to forfeiture.

6.03     WITHDRAWALS

         (A)      A Participant may, by providing appropriate direction to the
                  party designated by the Administrator, withdraw assets in such
                  Participant's Account subject to the following provisions:

                  (I)      Prior to receiving a withdrawal of Before-Tax
                           Associate Contributions a Participant must withdraw
                           all available After-Tax Associate Contributions
                           including any earnings thereon.

                  (II)     Before-Tax Associate Contributions may be withdrawn
                           from the Participant's Account, subject to the
                           provisions outlined in subsection (a) of this Section
                           6.03, at any time after attaining age 59-1/2 or prior
                           to age 59-1/2, because of termination of



                                       26
<PAGE>   31

                           employment, death, Total and Permanent Disability, or
                           Financial Hardship. Prior to receiving a withdrawal
                           for Financial Hardship, a Participant previously must
                           have taken all available asset distributions,
                           withdrawals, and loans under all applicable plans
                           maintained by the Corporation. The amount that may be
                           withdrawn for a Financial Hardship shall be limited
                           to the lesser of:

                           (1)      the total amount of Before-Tax Associate
                                    Contributions in the Participant's Account
                                    as of the Effective Date of Withdrawal; or

                           (2)      the amount required to meet the Financial
                                    Hardship, including any amounts necessary to
                                    pay reasonably anticipated income taxes and
                                    penalties resulting from the early
                                    withdrawal.

         (B)      A Participant who has an outstanding loan(s) in accordance
                  with Section 6.06 shall be permitted to make a withdrawal in
                  accordance with subsection (a) of this Section 6.03.

         (C)      A Participant who withdraws any Before-Tax Associate
                  Contributions for Financial Hardship in accordance with
                  subsection (a) of this Section 6.03: will be suspended from
                  accumulating further savings under this Plan, and all
                  applicable plans maintained by the Corporation, for a period
                  of 12 months immediately following such withdrawal, and (2)
                  shall have such Participant's annual Before-Tax Associate
                  Contributions limited, for the Plan Year next following the
                  year in which the hardship withdrawal was made, to $10,500 (or
                  as may be adjusted by the Secretary of the Treasury



                                       27
<PAGE>   32

                  of the United States) minus the amount of any Before-Tax
                  Associate Contributions made during the year in which the
                  hardship occurred. Notwithstanding the foregoing, a
                  Participant who receives a distribution of Before-Tax
                  Associate Contributions after December 31, 2001, on account of
                  hardship shall be prohibited from making Before-Tax Associate
                  Contributions and After-Tax Associate Contributions under this
                  and all other plans of the Corporation for six months after
                  receipt of the distribution. A Participant who receives a
                  distribution of Before-Tax Associate Contributions in calendar
                  year 2001 on account of hardship shall be prohibited from
                  making After-Tax Associate Contributions under this and all
                  other plans of the Corporation for six months after receipt of
                  the distribution or until January 1, 2002, if later.

         (D)      Any election to withdraw assets shall be irrevocable, normally
                  as of 4:00 p.m. Eastern Time, on the Business Day such
                  election is received by the party designated by the
                  Administrator.

         (E)      The Date of Valuation on any appropriate election to withdraw
                  assets, pursuant to this Section 6.03, shall be the Effective
                  Date of Withdrawal.

6.04     DISTRIBUTION OF ASSETS

         (A)      SETTLEMENT UPON TERMINATION OF EMPLOYMENT

                  (I)      If a Participant terminates employment and on the
                           Effective Date of Termination the value of the
                           Participant's assets is not, for Plan Years beginning
                           on or after January 1, 1998, greater than $5,000,
                           settlement of all of the assets in the Participant's
                           Account will be made and distributed without the
                           Participant's consent as soon as



                                       28
<PAGE>   33

                           practicable after the Effective Date of Termination.
                           The Date of Valuation shall be the Effective Date of
                           Withdrawal.

                  (II)     If a Participant terminates employment and on the
                           Effective Date of Termination the value of the
                           Participant's assets exceeds, for Plan Years
                           beginning after January 1, 1998, $5,000, such
                           Participant may elect, by providing appropriate
                           direction to the party designated by the
                           Administrator, to (1) received total settlement, or
                           (2) defer continuously the distribution of assets in
                           such Participant's Account. The Date of Valuation for
                           any such total settlement shall be the Date of
                           Withdrawal.

                           If a terminated Participant does not request a total
                           settlement prior to attaining age 70-1/2,
                           distribution of assets in the Participant's Account
                           will begin not later than April 1 of the calendar
                           year following the calendar year in which the
                           Participant attains age 70-1/2 and shall be made
                           annually thereafter in accordance with Section
                           401(a)(9) of the Code and the regulations thereunder,
                           including the minimum distribution incidental benefit
                           requirement of Section 1.401(a)(9)-2 of the Proposed
                           Income Tax Regulations.

                  (III)    Effective January 1, 2002, a Participant's Before-Tax
                           Associate Contributions, and earnings attributable to
                           these contributions, shall be distributed on account
                           of the Participant's severance from employment.
                           However, such a distribution shall be subject to the
                           other provisions of the Plan regarding distributions,
                           other than



                                       29
<PAGE>   34

                           provisions that require a separation from service
                           before such amounts may be distributed.

         (B)      ATTAINMENT OF AGE 70-1/2

                  (I)      A participant attains age 70-1/2 and such Participant
                           has not terminated employment, a distribution of the
                           Participant's assets will be made upon termination of
                           employment pursuant to Section 6.04(a).

                  (II)     All distributions required under this subsection
                           shall be determined and made in accordance with
                           section 401(a)(9) of the Code and the regulations
                           thereunder, including the minimum distribution
                           incidental benefit requirement of Section 1.401
                           (a)(9)-2 of the Proposed Income Tax Regulations.

                  (III)    With respect to distributions under the Plan made for
                           calendar years beginning on or after January 1, 2001,
                           the Plan will apply the minimum distribution
                           requirements of Section 401(a)(9) of the Code in
                           accordance with the regulations under Code Section
                           401(a)(9) that were proposed in January 2001,
                           notwithstanding any provision of the Plan to the
                           contrary. Section 6.04(b)(iii) shall continue in
                           effect until the end of the last calendar year
                           beginning before the effective date of final
                           regulations under Code Section 401(a)(9) or such
                           other date as may be specified in guidance published
                           by the Internal Revenue Service.



                                       30
<PAGE>   35

         (C)      UNDELIVERABLE ASSETS

                  In the event a distribution to a Participant or the
                  Participant's beneficiary cannot be made pursuant to
                  subsections (a) and (b) of this Section 6.04 and Section 8.02
                  because the identity or location of such Participant or
                  beneficiary cannot be determined after reasonable efforts, and
                  if the Participant's settlement remains undistributed for a
                  period of one year from the Date of Valuation, the
                  Administrator may direct that the settlement assets and
                  earnings on such assets be returned to the trust fund and
                  liquidated. All liability for payment thereof shall thereupon
                  terminate; provided, however, in the event the identity or
                  location of the Participant or beneficiary is determined
                  subsequently, the value of the assets at the Date of Valuation
                  shall be paid from the Plan to such person in a single sum.
                  Any assets so liquidated shall be (1) paid to the Participant
                  or beneficiary when the identity or location is determined, or
                  (2) applied to reduce reasonable expenses of administering the
                  Plan.

6.05     FORM OF DISTRIBUTION

         All distributions shall be made in a single lump sum as follows:

         (A)      American Axle Stock Fund. Effective October 1, 2001, unless
                  the Participant or Beneficiary elects to take cash for
                  distributions from the American Axle Stock Fund, distributions
                  from the American Axle Stock Fund shall be in American Axle
                  Stock, except that any fractional interest in a share of
                  American Axle Stock shall be paid in cash.



                                       31
<PAGE>   36

         (B)      Other Investment Options. Except as provided in Section
                  6.05(a), a Participant will receive cash based on the Net
                  Asset Value of the Funds distributed.

         (C)      Direct Rollover of Eligible Rollover Distribution.
                  Notwithstanding any provision of the Plan to the contrary that
                  would otherwise limit a distributee's election under this
                  Section, a distributee may elect, at the time and in the
                  manner prescribed by the Administrator, to have any portion of
                  an Eligible Rollover Distribution paid directly to an eligible
                  retirement plan specified by the distributee in a direct
                  rollover.

                  For purposes of this Section 6.05(c), the following
                  definitions shall apply:

                  (1)      An Eligible Rollover Distribution is any distribution
                           of all or any portion of the balance to the credit of
                           the distributee, except that an Eligible Rollover
                           Distribution does not include: Any distribution that
                           is one of a series of substantially equal periodic
                           payments (not less frequently than annually) made for
                           the life (or life expectancy) of the distributee or
                           the joint lives (or joint life expectancies) of the
                           distributee and the distributee's designated
                           beneficiary, or for a specified period of ten years
                           or more; any distribution to the extent such
                           distribution is required under Code Section
                           401(a)(9); the portion of any distribution that is
                           not includible in gross income (determined without
                           regard to the exclusion for net unrealized
                           appreciation with respect to employer securities);
                           and, for distributions occurring after December 31,
                           1999, hardship withdrawals as defined in Code Section
                           401(k)(2)(B)(i)(IV) which




                                       32
<PAGE>   37

                           are attributable to the Participant's elective
                           deferrals under Treasury Regulation
                           1.401(k)-1(d)(2)(ii).

                  (2)      An eligible retirement plan is an individual
                           retirement account described in Code Section 408(a),
                           an individual retirement annuity described in Code
                           Section 408(b), an annuity plan described in Code
                           Section 403(a) or a qualified trust described in Code
                           Section 401(a), that accepts the distributee's
                           Eligible Rollover Distribution. However, in the case
                           of an Eligible Rollover Distribution to the surviving
                           spouse, an eligible retirement plan is an individual
                           retirement account or individual retirement annuity.

                  (3)      A distributee includes an Employee or former
                           Employee. In addition, the Employee's or former
                           Employee's surviving spouse and the Employee's or
                           former Employee's spouse or former spouse who is the
                           alternate payee under a qualified domestic relations
                           order, as defined in Code Section 414(p), are
                           distributees with regard to the interest of the
                           spouse or former spouse.

                  (4)      A direct rollover is a payment by the Plan to the
                           eligible retirement plan specified by the
                           distributee.

         (D)      Direct Rollover Provisions After December 31, 2001. For
                  purposes of the direct rollover provisions in Section 6.05(c),
                  the following shall apply to distributions made after December
                  31, 2001.

                  (1)      An eligible retirement plan shall also mean an
                           annuity contract described in Section 403(b) of the
                           Code and an eligible plan under Section 457(b) of the
                           Code which is maintained by a state, political



                                       33
<PAGE>   38

                           subdivision of a state or any agency or
                           instrumentality of a state or political subdivision
                           of a state and which agrees to separately account for
                           amounts transferred into such plan from the Plan. The
                           definition of eligible retirement plan shall also
                           apply in the case of a distribution to a surviving
                           spouse, or to a spouse or former spouse who is the
                           alternate payee under a qualified domestic relations
                           order, as defined in Section 414(p) of the Code.

                  (2)      Any amount that is distributed on account of hardship
                           shall not be an Eligible Rollover Distribution, and
                           the distributee may not elect to have any portion of
                           such a distribution paid directly to an eligible
                           retirement plan.

                  (3)      A portion of a distribution shall not fail to be an
                           Eligible Rollover Distribution merely because the
                           portion consists of After-Tax Associate Contributions
                           which are not includible in gross income. However,
                           such portion may be transferred only to an individual
                           retirement account or annuity described in Section
                           408(a) or (b) of the Code, or to a qualified defined
                           contribution plan described in Section 401(a) or
                           403(a) of the Code that agrees to separately account
                           for amounts so transferred, including separately
                           accounting for the portion of such distribution which
                           is includible in gross income and the portion of such
                           distribution which is not so includible.



                                       34
<PAGE>   39

6.06     LOANS

         (A)      Subject to such rules as the Administrator may prescribe, a
                  Participant may borrow from assets in such Participant's
                  Account one time each calendar year, for any reason, an amount
                  (when added to the outstanding balance of all other Plan
                  loans) not more than the lesser of:

                  (I)      $50,000 less the highest aggregate outstanding
                           balance of all loans over the 12-month period ending
                           on the day before the loan is made; or

                  (II)     one-half of the total net Asset Value of all assets
                           in the Participant's Account.

                           For purposes of the above limitation, all loans from
                           all plans maintained by the Corporation (or any
                           entity required to be aggregated with the
                           Corporation) shall be aggregated.

         (B)      Loans shall be granted in whole dollar amounts with $1,000
                  established as the minimum amount of any loan.

         (C)      Loans shall be granted for a minimum period of 12 months, with
                  additional increments of 12 months as the Participant may
                  elect, to a maximum of five years (ten years in the event the
                  loan is for the purchase or construction of the Participant's
                  principal residence).

         (D)      Loans shall bear a rate of interest equal to the Prime Rate
                  prevailing as of the last Business Day of the quarter
                  immediately preceding the date the Participant gives
                  appropriate direction for a loan to the party designated by
                  the Administrator.

                  The interest rate shall remain, the same throughout the term
                  of the loan.


                                       35
<PAGE>   40

         (E)      For purposes of this Section 6.06, the Net Asset Value of a
                  Participant's assets shall be determined on the Effective Date
                  of Loan.

         (F)      Each loan shall be evidenced by a written Participant Loan
                  Agreement that specifies:

                  (I)      the amount of the loan;

                  (II)     the term of the loan; and

                  (III)    the repayment schedule, showing payments to be made
                           in a level amount which will fully amortize the loan
                           over its duration.

                  By endorsing and either cashing or depositing the check
                  representing the loan, a Participant shall acknowledge receipt
                  of the Participant Loan Agreement and agree to the terms and
                  conditions contained therein.

         (G)      Cash equal to the value of any loan granted shall be obtained
                  by liquidating assets in the Participant's Account from
                  investment options in which the Participant has assets, as the
                  Participant may elect.

         (H)      Repayment of a loan shall be through weekly payroll deductions
                  except that if the Participant is not an active Associate,
                  such repayments shall be made through monthly installment
                  payments. Payments of principal and interest shall be applied
                  to reduce the outstanding balance of a loan. Loan repayment
                  amounts shall be allocated to the Participant's Account in the
                  same investment option(s) as elected by the Participant
                  pursuant to subsection (a) of Section 6.01. A Participant
                  shall be entitled to prepay the total outstanding loan balance
                  or make partial prepayment at any time in increments equal to
                  the regular monthly installment, without penalty.




                                       36
<PAGE>   41

         (I)      A Participant with an outstanding loan who is placed on layoff
                  shall be entitled to:

                  (I)      make installment payments equivalent in value to the
                           payments deducted previously from the Associate's
                           paycheck; or

                  (II)     suspend loan payments for a period of up to 12 months
                           while on layoff, provided such period does not extend
                           beyond the maximum loan term.

         (J)      An Associate with an outstanding loan who is placed on
                  disability leave of absence must make installment payments
                  substantially equal to payments deducted previously from the
                  Associate's paycheck.

         (K)      No earnings shall accrue to the Participant's Account with
                  respect to the outstanding balance of any loan.

         (L)      In the event a Participant fails to make a required loan
                  payment and such failure continues beyond the last day of the
                  calendar quarter following the calendar quarter in which the
                  required payment was due, then the Participant shall be
                  irrevocably deemed to have received a distribution of assets
                  in an amount equal to the remaining outstanding principal
                  amount of and accrued interest on the loan, calculated to the
                  date of such deemed distribution.

         (M)      A Participant (or beneficiary) who, prior to such
                  Participant's repayment of the total principal amount of and
                  accrued interest on a loan requests or receives a settlement
                  of assets shall be deemed to have elected a withdrawal,
                  pursuant to Section 6.03, equal to the principal amount of and
                  accrued interest on the loan as of the Effective Date of
                  Withdrawal.




                                       37
<PAGE>   42

         (N)      Any appropriate direction given to borrow assets shall be
                  irrevocable, normally as of 4:00 p.m. Eastern Time, on the
                  Business Day such election is received by the party designated
                  by the Administrator.

         (O)      A Participant may have no more than five loans outstanding at
                  any one time.

         (P)      A loan shall be secured by a lien on the Participant's
                  interest in the Plan to the extent permitted by the relevant
                  provisions of the Code, ERISA and any regulation or other
                  guidance issued thereunder.

                                   ARTICLE VII
                                   TRUST FUND

7.01     CONTRIBUTIONS TO THE TRUSTEE

         (A)      All Before-Tax Associate Contributions and After-Tax Associate
                  Contributions under this Plan will be paid to the Trustee or
                  the Trustee's designee who shall invest all such amounts and
                  earnings thereon.

         (B)      Once the Before-Tax Associate Contributions and After-Tax
                  Associate Contributions are contributed to the Trustee by the
                  Corporation, the Corporation shall be relieved of any further
                  liability except as otherwise may be provided by the Employee
                  Retirement Income Security Act of 1974.

7.02     INVESTMENT OPTIONS

         The Trustee is to invest in the following:

         (A)      CAPITAL PRESERVATION FUND: Low volatility investments with
                  emphasis on safety of principal and a competitive, predictable
                  rate of return.


                                       38
<PAGE>   43

         (B)      INCOME FUND: Primary objective of income with incrementally
                  more risk and return than Capital Preservation Options.

         (C)      ASSET ALLOCATION FUND(S): Equity/bond hybrid funds with
                  varying exposure to the equity market. Objective is a
                  combination of growth and income with a focus on risk control
                  and dampened volatility as compared to the Equity Market.

         (D)      LARGE CAP EQUITY FUND(S): Objective of growth and income with
                  investments principally in large established domestic
                  companies that exhibit growth characteristics to provide the
                  relative measure of desired risk and potential reward.
                  Investments will be in larger companies with minimum market
                  capitalization of $1 billion.

         (E)      MID CAP EQUITY FUND(S): Provides incrementally more risk than
                  the S&P 500 Index with the potential for above average
                  earnings growth. Objective is capital appreciation by
                  investments primarily in equities with market capitalization
                  between $500 million and $5 billion.

         (F)      SMALL CAP EQUITY FUND(S): Investment options with
                  significantly more risk with the potential for enhanced
                  relative return. Objective is capital appreciation by
                  investments primarily in small cap equities with market
                  capitalization's between $50 million and $2 billion.

         (G)      EQUITY INDEX FUND(S): Investment primarily in stocks included
                  in the S&P 500. Objective is to achieve a high correlation
                  between the performance of the Fund(s) and that of the S&P 500
                  Index.


                                       39
<PAGE>   44

         (H)      INTERNATIONAL EQUITY FUND(S): Objective of capital
                  appreciation by investing primarily in equities in well
                  established markets and by providing broad exposure to a
                  number of established markets.

         (I)      SOCIALLY ORIENTED FUND(S): Objective of competitive
                  performance when rated against similar funds but with
                  exclusion of investments in companies which have products that
                  are considered detrimental to society such as: alcohol,
                  tobacco, firearms, gaming, environmental hazards, etc.

         (J)      AMERICAN AXLE STOCK FUND. Effective October 1, 2001, an
                  investment option invested only in American Axle Stock.

         The Associate's contributions invested in the above Funds shall be held
         by the Trustee or Mutual Fund company appointed by the Named Fiduciary,
         or its delegate, pursuant to the applicable Mutual Fund Prospectus
         which specifies the terms and conditions of such Funds.

7.03     AMERICAN AXLE STOCK FUND This Section 7.03 is effective October 1,
         2001.

         (A)      ACQUISITION OF STOCK. The Plan may only acquire, or sell,
                  American Axle Stock so long as such securities are (i)
                  qualifying employer securities as defined in Section 407(d)(5)
                  of the Employee Retirement Income Security Act of 1974, as
                  amended ("ERISA"), (ii) publicly traded on a national
                  exchange, and (iii) traded with sufficient frequency and in
                  sufficient volume to assure that Participant and Beneficiary
                  directions to buy or to sell the security may be acted upon
                  promptly and efficiently. The Plan may acquire American Axle
                  Stock on the open market or may acquire treasury stock or
                  previously authorized but unissued shares directly from
                  American Axle & Manufacturing Holdings, Inc. In the event of
                  the purchase or sale



                                       40
<PAGE>   45

                  of American Axle Stock to or from American Axle &
                  Manufacturing Holdings, Inc., (i) the price shall be equal to
                  the price determined on the open market, and (ii) no
                  commission shall be charged.

         (B)      INFORMATION TO FUND HOLDERS. Information provided to
                  shareholders of American Axle Stock shall be provided to
                  Participants and Beneficiaries owning a beneficial interest in
                  the American Axle Stock Fund.

         (C)      VOTING RIGHTS. Voting, tender and similar rights with respect
                  to American Axle Stock shall be passed through to Participants
                  and Beneficiaries owing a beneficial interest in the American
                  Axle Stock Fund.

         (D)      CONFIDENTIALITY. The Compensation Committee of the Board of
                  Directors of the Corporation, acting through the Management
                  Investment Committee, shall (i) establish procedures to
                  safeguard the confidentiality of information relating to the
                  purchase, holding and sale of interests in the American Axle
                  Stock Fund and the exercise of voting, tender and similar
                  rights with respect to American Axle Stock by Participants and
                  Beneficiaries, except to the extent necessary to comply with
                  Federal laws or state laws not preempted by ERISA; (ii)
                  monitor Plan procedures to ensure that such safeguards are
                  being followed, and (iii) appoint an independent fiduciary
                  when a situation arises involving a potential for undue
                  influence by the Corporation upon Participants and
                  Beneficiaries with regard to the direct or indirect exercise
                  of their shareholder rights. The safeguard procedures shall
                  authorize the independent fiduciary to take such steps as are
                  necessary to avoid any such undue influence.




                                       41
<PAGE>   46

         (E)      NAMED FIDUCIARY. Each Participant and Beneficiary is hereby
                  designated a "named fiduciary" within the meaning of Section
                  403(a)(1) of ERISA with respect to shares of American Axle
                  Stock as to which he or she is entitled to make voting or
                  tender offer decisions.

                                  ARTICLE VIII
                                OTHER PROVISIONS

8.01     NON-ASSIGNABILITY

         Except as otherwise may be provided by Section 6.05, no right or
         interest of any Participant under this Plan or in the Participant's
         Account shall be assignable or transferable, in whole or in part,
         either directly or by operation of law or otherwise, including, without
         limitation, by execution, levy, garnishment, attachment, pledge,
         bankruptcy, or in any other manner, except (1) in accord with
         provisions of a qualified domestic relations order as defined in IRC
         Section 414(p), (2) a Participant's voluntary assignment of an amount
         not in excess of 10% of a distribution from the Plan,, (3) effective
         for judgments, orders or decrees issued on or after August 5, 1997, and
         to the extent specifically required by the judgment, order or decree,
         and permitted by Code Section 401(a)(13)(C), an offset of a
         Participant's vested benefit against the amount the Participant is
         required to pay the Plan when the Participant has committed a breach of
         fiduciary duty to, or a criminal act against, the Plan, and (4) further
         excluding devolution by death or mental incompetency; no attempted
         assignment or transfer thereof shall be effective; and no right or
         interest of any Participant under this Plan shall be liable for, or
         subject to, any obligation or liability of such Participant.



                                       42
<PAGE>   47

8.02     DESIGNATION OF BENEFICIARIES IN EVENT OF DEATH

         (A)      A Participant may file with the party designated by the
                  Administrator a written designation of a beneficiary or
                  beneficiaries with respect to all or part of the assets in the
                  Account of the Participant.

                  For a married Participant who dies, the entire balance of the
                  Account shall be paid to the surviving spouse unless the
                  written designation of beneficiary designating a person(s)
                  other than the spouse with respect to part or all of the
                  assets in the Account of the Participant includes the written
                  consent of the spouse, witnessed by the Plan representative or
                  a notary public. The written designation of beneficiary filed
                  with the party designated by the Administrator may be changed
                  or revoked at any time by the action of the Participant and,
                  if necessary, the spouse. No designation or change of
                  beneficiary will be effective until it is determined to be in
                  order by the party designated by the Administrator, but when
                  so determined it will be effective retroactively to the date
                  of the instrument making the designation or change.

         (B)      In the event an unmarried Participant does not file a written
                  designation of beneficiaries, such a Participant shall be
                  deemed to have designated as beneficiary or beneficiaries
                  under this Plan the person or persons who receive the
                  Participant's life insurance proceeds under the Corporation's
                  Life and Disability Benefits Program for Hourly Associates,
                  unless such Participant shall have assigned such life
                  insurance, in which case the assets in the account shall be
                  paid to the assignee.



                                       43
<PAGE>   48

         (C)      A beneficiary or beneficiaries will receive, subject to the
                  provisions of Section 6.05, in the event of the Participant's
                  death, the assets in the Participant's Account in accordance
                  with the applicable designation. If the Corporation shall be
                  in doubt as to the right of any beneficiary to receive any
                  such assets, the Corporation may deliver such assets to the
                  estate of the Participant, in which case the Corporation shall
                  not have any further liability to anyone. Death benefits shall
                  be paid by December 31 of the calendar year that contains the
                  fifth anniversary of the Participant's date of death.

8.03     MERGER OR CONSOLIDATION

         In the event of any merger or consolidation with, or transfer of assets
         or liabilities to, any other plan or program, each Participant in the
         Plan would, if the Plan then terminated, receive the assets in each
         such Participant's Account immediately after the merger, consolidation,
         or transfer which are at least equal in value to the assets each such
         Participant would have been entitled to receive immediately before the
         merger, consolidation, or transfer, if the Plan had then terminated.

8.04     LIMITATIONS ON CONTRIBUTIONS AND BENEFITS

         (A)      General Provisions for purposes of this Section:

                  (I)      The term "Limitation Year" shall mean the Plan Year.

                  (II)     All defined benefit plans or programs of the
                           Corporation will be treated as one defined benefit
                           plan or program, and all defined contribution plans
                           or programs will be treated as one defined
                           contribution plan or program.

                                       44
<PAGE>   49

                  (III)    No contribution to this Plan may exceed the limits
                           provided under Section 404 of the Code for current
                           deductibility for income tax purposes.

                  (IV)     Contributions made to the trust by the Corporation
                           pursuant to subsection (c) of Section 4.01 shall be
                           allocated to a Participant's Account as of the last
                           date within the preceding Limitation Year.

                  (V)      For purposes of this Section, the term "Compensation"
                           shall mean compensation as defined under Section
                           415(c)(3) of the Code and the regulations thereunder.

                  (VI)     The term "Annual Additions" shall mean the sum, for
                           any Limitation Year, of Associate contributions,
                           Corporation contributions, and forfeitures allocated
                           to an Associate's account under all defined
                           contribution plans.

         (B)      In no event shall contributions or benefits under this Plan
                  exceed the limits of Section 415 of the Code and the
                  regulation thereunder.

         (C)      For any Associate who participates under this Plan and any
                  other defined contribution plan of the Corporation, the sum of
                  such Associate's Annual Additions shall not, for Plan Years
                  beginning after December 31, 1994, and before January 1, 2002,
                  exceed the lesser of $30,000 (or such other amount prescribed
                  by the Secretary of the Treasury applicable to the Limitation
                  Year) or 25% of such Associate's Compensation for any
                  Limitation Year. Effective January 1, 2002, except to the
                  extent permitted under Section 4.01(e) and Section 414(v) of
                  the Code, if applicable, the Annual Addition that may be
                  contributed or allocated to an Associate's



                                       45
<PAGE>   50

                  Account under the Plan for any Limitation Year shall not
                  exceed the lesser of:

                  (1)      $40,000, as adjusted for increases in the cost of
                           living under Section 415(d) of the Code, or

                  (2)      100% of the Participant's compensation, within the
                           meaning of Section 415(c)(3) of the Code, for the
                           limitation year.

                  The compensation limit referred to in (2) shall not apply to
                  any contribution for medical benefits after separation from
                  service (within the meaning of Section 401(h) or Section
                  419A(f)(2) of the Code) which is otherwise treated as an
                  annual addition.

         (D)      Any amounts elected to be contributed by an Associate pursuant
                  to Section 5.01 of Article V which cannot be contributed as a
                  result of the application of Section 8.04 subsection (c) of
                  this Article VIII shall be returned to the Associate and, if
                  necessary, any amounts elected to be contributed by an
                  Associate pursuant to subsections (a) or (c) of section 4.01
                  of Article IV which cannot be contributed as a result of the
                  application of Section 8.04 subsection (c) of this Article
                  VIII shall be returned to the Associate.

8.05     BEFORE-TAX ASSOCIATE CONTRIBUTIONS LIMITATION

         A Participant's Before-Tax Associate Contributions made under this Plan
         or any other plan maintained by the Corporation in any calendar year
         may not exceed the dollar limitation contained in Code Section 402(g)
         in effect for such calendar year, except to the extent permitted in
         Section 4.01(e) and Code Section 414(v), if applicable. In the event a
         Participant identifies in writing before March 2



                                       46
<PAGE>   51

         following the end of the Plan Year an amount of Before-Tax Associate
         Contributions as exceeding this limitation, as applied to this Plan and
         all other plans in which such Associate participated, such amounts will
         be refunded to the Participant no later than April 15 following the
         receipt of such written notice from the Participant. In the event the
         Administrator identifies an amount in excess of the limitation, the
         Participant will be deemed to have notified the Administrator, and such
         amount will be refunded to the Participant.

8.06     INVESTMENT DECISIONS

         Any Participant or beneficiary, who makes an investment election
         permitted under the Plan or otherwise exercises control permitted under
         the Plan over the assets in the account, shall be deemed the named
         fiduciary under ERISA responsible for such decisions to the extent that
         such designation is permissible under applicable law and that the
         investment election or other exercise of control is not protected by
         Section 404(c) of ERISA, as amended.

8.07     SPECIAL PROVISIONS REGARDING VETERANS

         (A)      In the event an Associate is rehired following qualified
                  military service, as defined in the Uniformed Services
                  Employment and Re-Employment Rights Act, that was effective on
                  or after December 15, 1994, such Associate will be entitled to
                  have the Corporation make contributions to the Plan from such
                  Associate's current earnings that shall be attributable to the
                  period of time contributions were not otherwise allowable due
                  to military service. Such contributions shall be in addition
                  to contributions otherwise permitted under Section 4.01 and
                  5.01, and shall be made as permitted under this Section and
                  Section 414(u) of the Code.



                                       47
<PAGE>   52

         (B)      Additional contributions permitted under this Section shall be
                  based on the amount of Eligible Weekly Earnings and Profit
                  Sharing Amount that the Associate would have received from the
                  Corporation but for the military service, and such
                  contributions shall be subject to the Plan's terms and
                  conditions in effect during the applicable period of military
                  service. Such contributions shall be made during the period
                  that begins upon re-employment and extends for the lesser of
                  five years or the Associate's period of military service
                  multiplied by three.

         (C)      Additional contributions made under this Section shall not be
                  taken into account in the current year for purposes of
                  calculating and applying any limitation or requirement
                  identified in Section 414(u)(1) of the Code. However, in no
                  event may such contributions, when added to the actual
                  contributions previously made, exceed the amount of
                  contributions allowable under the applicable limits in effect
                  during the year of military service if the Associate had
                  continued to be employed by the Corporation.

         (D)      If an Associate covered by this Section has an outstanding
                  loan(s) during the period of qualified military service
                  covered by this Section, loan payments shall be suspended
                  during such period, and the time for repayment of such loan(s)
                  shall be extended for a period of time equal to the period of
                  qualified military service.

8.08     PROHIBITION ON REVERSION

         The Plan shall be maintained and administered for the exclusive purpose
         of providing benefits to Participants and beneficiaries and defraying
         reasonable expenses. Except as provided herein, Plan funds may not
         revert to the



                                       48
<PAGE>   53

         Corporation. All contributions to the Plan are conditioned on their
         deductibility under Section 404 of the Code at the time made. All or
         any part of a contribution for which a deduction is not allowed may be
         returned to the Corporation within one year at the date of
         disallowance. Further, in the event contributions are made due to a
         mistake or an administration error, such contributions may be returned
         to the Corporation within one year of the date of discovery of such
         mistake or error.

                                   ARTICLE IX
                                 ADMINISTRATION

9.01     ADMINISTRATIVE RESPONSIBILITY

         The Compensation Committee of the Corporation's Board of Directors
         shall be the Named Fiduciary with respect to the Plan except as set
         forth below and in Sections 7.03(e) and 8.06. The Compensation
         Committee may delegate authority to carry out such of its
         responsibilities as it deems proper to the extent permitted by ERISA.

         Pursuant to authority delegated to it by the Named Fiduciary, the AAM
         Corporate Benefits Office, or its delegate, shall have responsibility
         for the day-to-day operation, management, and administration of the
         Plan, including full power and authority to construe, interpret, and
         administer this Plan and to pass upon and decide cases presenting
         unusual circumstances in conformity with the objectives of the Plan and
         under such rules as may be established consistent with the terms of the
         Plan. The AAM Corporate Benefits Office may refer decisions regarding
         the Plan to the Management Benefits Committee whose decision shall be
         final and binding upon the Corporation and its Associates.




                                       49
<PAGE>   54
         The Compensation Committee shall monitor the Plan's compliance with the
         fiduciary responsibility rules of Section 404 of ERISA, the prohibited
         transaction rules of Section 406 of ERISA and Section 4975 of the Code,
         and the provision of Section 404(c) of ERISA relating to individual
         direction of investments and may take such action as the Compensation
         Committee deems appropriate to ensure continued compliance or to
         correct any deficiencies.

9.02     RECORDS

         The Administrator shall provide for the maintenance of suitable records
         to reflect the separate Account balance of each Participant's
         contributions and any earnings thereon. The Administrator shall make,
         or cause to be made, valuations of the trust fund or market value at
         least annually.

9.03     ADMINISTRATIVE EXPENSES

         Administrative expenses of the Plan shall be paid from assets
         liquidated pursuant to subsection (c) of Section 6.04. To the extent
         such expenses are not thereby paid in full, such expenses will be paid
         by the Corporation.

9.04     PARTICIPANT STATEMENTS

         Each Participant will be furnished a statement four times per year
         showing the Net Asset Value of the assets, including earnings, credited
         to the Participant's Account.

9.05     INCAPACITY

         If the Administrator deems any person incapable of receiving any
         distribution to which such person is entitled under this Plan because
         such person has not yet reached the age of majority, or because of
         illness, infirmity, mental incompetency or other incapacity, it may
         make payment, for the benefit or the account of such



                                       50
<PAGE>   55

         incapacitated person, to any person selected by the Administrator,
         whose receipt thereof shall be a complete settlement thereof. Such
         payments shall, to the extent thereof, discharge all liability of the
         Corporation and each other fiduciary with respect to this Plan.

9.06     NOTICE OF CLAIM DENIAL

         The Administrator will provide adequate notice in writing to any
         Participant or beneficiary whose claim for benefits under the Plan has
         been denied, setting forth the specific reasons for such denial. The
         Participant or beneficiary will be given an opportunity for a full and
         fair review by the Named Fiduciary, or its delegate, of the decision
         denying the claim The Participant or beneficiary will be given 60 days
         from the date of the notice denying such claim within which to request
         such review.

9.07     CONFIDENTIAL INFORMATION

         The Administrator, or its delegate, shall be responsible for ensuring
         that sufficient procedures are in place and followed to safeguard the
         confidentiality (except to the extent necessary to comply with federal
         laws or state laws not pre-empted by ERISA) of information relating to
         the purchase, holding, and sale of securities, and the exercise of
         voting, tender, and similar rights with respect to such securities by
         Participants and beneficiaries. If deemed necessary by the
         Administrator, due to potential for undue employer influence with
         regard to exercise of shareholder rights, an independent party will be
         appointed by the Administrator to carry out instructions of
         Participants or beneficiaries relating to such rights.




                                       51
<PAGE>   56

                                    ARTICLE X

               AMENDMENT, MODIFICATION, SUSPENSION, OR TERMINATION

10.01    AMENDMENT, MODIFICATION, SUSPENSION OR TERMINATION

         The Corporation reserves the right, by and through its Board of
         Directors, or its delegate, to amend, modify, suspend, or terminate the
         Plan, but any such action shall have no retroactive effect which would
         prejudice the interests of the Participants.

10.02    DISTRIBUTION UPON PLAN TERMINATION

         In the event of termination or partial termination of the Plan without
         establishment of a successor plan, the Administrator may direct the
         Trustee to:

         (A)      continue to administer the trust fund and pay Account balances
                  in accordance with Section 6.04 to Participants affected by
                  the termination of the Plan upon their termination of
                  employment, or to beneficiaries upon such a Participant's
                  death, until the trust fund has been liquidated; or

         (B)      distribute as soon as administratively feasible the assets
                  remaining in the trust fund in a lump sum to Participants and
                  beneficiaries in proportion to their respective Account
                  balances.

         (C)      In the event of termination, or partial termination, or a
                  complete discontinuance of contributions under the Plan, the
                  account balance of each affected Participant will be
                  non-forfeitable.

10.03    DISTRIBUTION UPON SALE OF SUBSIDIARY OR CORPORATION ASSETS

         Upon termination of employment of an Associate with the Corporation as
         a result of the sale or disposition of (i) a Corporation subsidiary
         which is the employer of such Associate, or (ii) substantially all of
         the assets used by the Corporation at



                                       52
<PAGE>   57

         the location where such Associate is employed; and provided that
         immediately after the sale or disposition the Corporation maintains an
         ownership interest in the acquiring company, if any, of less than 15%;
         and further provided that such Participant continues employment with
         the acquiring company; then such Participant may elect to receive a
         settlement of all assets in the Participant's Account at any time prior
         to attaining age 59-1/2, subject to Article VI, Section 6.04, but only
         if the distribution is made by the end of the second calendar year
         after the calendar year in which the sale or disposition occurred.



                                       53