AMENDED AND RESTATED SUPPLEMENTAL EXECUTIVE RETIREMENT PROGRAM





AMERICAN AXLE & MANUFACTURING,
INC.

SUPPLEMENTAL
EXECUTIVE RETIREMENT PROGRAM







AMENDED
AND RESTATED PLAN DOCUMENT

EFFECTIVE
JANUARY 1, 2005

























 

 

TABLE
OF CONTENTS







                                                                                                Page




ARTICLE
I INTRODUCTION
...........................................................................................................................................................................................................................................................................1

        1.1 Purpose
of Plan
........................................................................................................................................................................................................................................................................................1

1.2 Top Hat
Pension Benefit Plan
................................................................................................................................................................................................................................................................1

1.3 Funding
......................................................................................................................................................................................................................................................................................................1

1.4 Effective
Date
...........................................................................................................................................................................................................................................................................................1


ARTICLE
II DEFINITIONS
.................................................................................................................................................................................................................................................................................2

2.1 Average
Monthly Base Salary
...............................................................................................................................................................................................................................................................2

2.2 Average
Monthly Incentive Compensation
........................................................................................................................................................................................................................................2

2.3 Average
Total Direct Compensation
....................................................................................................................................................................................................................................................2

2.4 Base
Salary
................................................................................................................................................................................................................................................................................................2

2.5 Board of
Directors
....................................................................................................................................................................................................................................................................................3

2.6 Cash
Balance Plan
....................................................................................................................................................................................................................................................................................3

2.7 Code
...........................................................................................................................................................................................................................................................................................................3

2.8 Compensation
Committee
.......................................................................................................................................................................................................................................................................3

2.9 Corporation
...............................................................................................................................................................................................................................................................................................3

2.10 Credited
Service
.....................................................................................................................................................................................................................................................................................3

2.11 Disability
or Disabled
............................................................................................................................................................................................................................................................................4

2.12 Employee
.................................................................................................................................................................................................................................................................................................4

2.13 Health
Care Program
..............................................................................................................................................................................................................................................................................5

2.14 Joint and
Survivor Annuity
..................................................................................................................................................................................................................................................................5

2.15 Management
Benefits Committee
........................................................................................................................................................................................................................................................5

2.16 Specified
Employee
................................................................................................................................................................................................................................................................................5

2.17 Spouse
.....................................................................................................................................................................................................................................................................................................5

2.18 SRP
...........................................................................................................................................................................................................................................................................................................5

ARTICLE
III PARTICIPATION
AND ELIGIBILITY
......................................................................................................................................................................................................................................6

3.1 Eligibility
for Retirement Benefits
..........................................................................................................................................................................................................................................................6

3.2 Eligibility
for Pre-Retirement Surviving Spouse Benefits
..................................................................................................................................................................................................................6

3.3 Determination
of Eligibility
.....................................................................................................................................................................................................................................................................6


ARTICLE
IV BENEFITS
......................................................................................................................................................................................................................................................................................7

4.1 Amount of
Benefits
.................................................................................................................................................................................................................................................................................7


4.2 Time and
Form of Payment of Benefits
.................................................................................................................................................................................................................................................9

4.3 Pre-Retirement
Surviving Spouse Benefit
..........................................................................................................................................................................................................................................10

ARTICLE
V ADMINISTRATION
....................................................................................................................................................................................................................................................................11

5.1 Management
Benefits Committee
........................................................................................................................................................................................................................................................11

5.2 Administrator
..........................................................................................................................................................................................................................................................................................12

5.3 Compensation
.........................................................................................................................................................................................................................................................................................12

5.4 Agent for
Service of Process
...............................................................................................................................................................................................................................................................13

5.5 Indemnification
.......................................................................................................................................................................................................................................................................................13




















ARTICLE
VI CLAIMS
PROCEDURE
.............................................................................................................................................................................................................................................................14

6.1 Claims
.......................................................................................................................................................................................................................................................................................................14

6.2 Claim
Decision
........................................................................................................................................................................................................................................................................................14

6.3 Request
for Review
................................................................................................................................................................................................................................................................................15

6.4 Review of
Decision
................................................................................................................................................................................................................................................................................15

ARTICLE
VII MISCELLANEOUS
...................................................................................................................................................................................................................................................................16

7.1 Not
Contract of Employment
................................................................................................................................................................................................................................................................16

7.2 Non-Assignability
of Benefits
.............................................................................................................................................................................................................................................................16

7.3 Withholding
............................................................................................................................................................................................................................................................................................16

7.4 Amendment
and Termination
...............................................................................................................................................................................................................................................................16

7.5 No
Fiduciary Relationship Created
.....................................................................................................................................................................................................................................................17

7.6 Unsecured
General Creditor Status of Employee
..............................................................................................................................................................................................................................17

7.7 Severability
..............................................................................................................................................................................................................................................................................................17

7.8 Governing
Laws
.....................................................................................................................................................................................................................................................................................17

7.9 Binding
Effect
.........................................................................................................................................................................................................................................................................................17

7.10 Number
and Gender
.............................................................................................................................................................................................................................................................................17

7.11 Headings
................................................................................................................................................................................................................................................................................................18

7.12 Entire
Agreement
.................................................................................................................................................................................................................................................................................18











ii


















ARTICLE
I

INTRODUCTION







American
Axle & Manufacturing, Inc. (the "Corporation") previously adopted and
maintains the AMERICAN AXLE & MANUFACTURING, INC. SUPPLEMENTAL EXECUTIVE
RETIREMENT PROGRAM (the "Plan") for the purpose of providing supplemental
retirement benefits to employees who are eligible under the terms and conditions
of this Plan. The Plan is hereby amended and restated, effective January 1,
2005, as follows.

 

 





	
      1.2
	
      Purpose
      of Plan.






The
purpose of the Plan is to provide certain eligible employees of the Corporation
a level of retirement benefits that result in total benefits which are
competitive with benefits available to retiring executives of other major
industrial companies. 





	
      1.2
	
      "Top
      Hat" Pension Benefit Plan.







The Plan
is an "employee pension benefit plan" within the meaning of ERISA. However, the
Plan is unfunded and maintained for a select group of management or highly
compensated employees and, therefore, it is intended that the Plan will be
exempt from Parts 2, 3 and 4 of Title I of ERISA. The Plan is not intended to
qualify under Code Section 401(a).





	
      1.3
	
      Funding.







The Plan
is unfunded. All benefits will be paid from the general assets of the
Corporation, although assets may, but are not required to be placed in a grantor
trust, of which the Corporation is the grantor, within the meaning of subpart E,
Part I, subchapter 1, subtitle A of the Internal Revenue Code of 1986, as
amended, and shall be construed accordingly. Participants have no ownership,
either actual or beneficial, in the assets of the trust so the trust shall not
affect the unfunded status of the Plan.





	
      1.4
	
      Effective
      Date.







The Plan
is effective March 1, 1994. The amended and restated Plan is effective as of
January 1, 2005.










1















ARTICLE
II

DEFINITIONS







For
purposes of the Plan, the following words and phrases shall have the respective
meanings set forth below, unless their context clearly requires a different
meaning:





	
      2.1
	
      Average
      Monthly Base Salary.







"Average
Monthly Base Salary" means the monthly average of the Employee's Base Salary for
the highest 60 of the 120 months immediately preceding the earlier of his or her
termination of employment or transfer to the hourly rolls. For purposes of
determining "Average Monthly Base Salary", the following provisions shall
apply:





	 	
      (a)
	
      For
      any month preceding termination of employment, or transfer to hourly
      rolls, for which the Employee received Base Salary at less than his or her
      full monthly Base Salary rate, his or her full monthly Base Salary rate
      last received preceding such month shall be used for such
      month.








	 	
      (b)
	
      For
      any month preceding an Employee’s termination of employment during which
      an Employee was on the hourly payroll and subsequent to which the Employee
      commenced service as a salaried Employee, his or her monthly Base Salary
      rate immediately following the commencement of such service as a salaried
      Employee shall be used for such month. 








	
      2.2
	
      Average
      Monthly Incentive Compensation.








	
      
	
      "Average
      Monthly Incentive Compensation" means the amount determined by dividing
      the total of the highest five of the last ten years of bonus awards by 60.
      The bonus amount is to be based on the total bonus amount on the date of
      the award, irrespective of whether any portion of such bonus is deferred.
      Bonus awards related to an Employee's year of retirement are not taken
      into account. If an Employee does not have five years of awards, then a $0
      award will be used for each year necessary to make a total of five
      years.









	
      2.3
	
      Average
      Total Direct
Compensation.








"Average
Total Direct Compensation" means the sum of Average Monthly Base Salary plus
Average Monthly Incentive Compensation.





	
      2.4
	
      Base
      Salary.







"Base
Salary" means the salary paid by the Corporation for a work week of not more
than 40 hours, exclusive of any other compensation. 

 







2















An
Employee's Base Salary for purposes of determining benefits paid under this Plan
shall include salary election deferrals of Base Salary pursuant to (i) a cash or
deferred arrangement under Code Section 401(k) as provided under the
Corporation's Savings Plan for Salaried Employees, and (ii) an arrangement under
Code Section 125 or 132(f)(4); and under the American Axle & Manufacturing
Holdings, Inc. Executive Deferred Compensation Plan.

 



	
      2.5
	
      Board
      of Directors.






"Board of
Directors" means the Board of Directors of the Corporation.

 





	
      2.6
	
      Cash
      Balance Plan.






"Cash
Balance Plan" means the American Axle & Manufacturing, Inc. and Affiliated
Corporation Salaried Cash Balance Pension Plan.





	
      2.7
	
      Code.







"Code"
means the Internal Revenue Code of 1986, as amended. Reference to a section of
the Code shall include that section and any comparable section or sections of
any future legislation that amends, supplements or supersedes that
section.





	
      2.8
	
      Compensation
      Committee.







"Compensation
Committee" means the Compensation Committee of the Board of Directors of the
Corporation.





	
      2.9
	
      Corporation.




 

"Corporation"
means American Axle & Manufacturing, Inc.





	
      2.10
	
      Credited
      Service.







"Credited
Service" shall have the same meaning as that term is defined in Section 6.2 of
the SRP and/or Section 6.1 of the Cash Balance Plan. Notwithstanding any
provision of the Plan, the SRP or the Cash Balance Plan to the contrary, a
Transitioned Employee (as defined in Section 1.33 of the SRP) shall receive
credit for Credited Service with General Motors Corporation for purposes of
determining such an Employee's eligibility for benefits under the Plan, but not
for purposes of the amount of an Employee's benefit.




Notwithstanding
any provision of this Plan to the contrary, no Employee will be credited with
any years of Credited Service for periods following a layoff or leave of absence
which commenced prior to the date such Employee attains age 62.







3
















	
      2.11
	
      Disability
      or Disabled.







"Disability"
or "Disabled". An Employee shall be deemed to be suffering from a Disability
only if he or she is, by reason of any medically determinable physical or mental
impairment which can be expected to result in death or can be expected to last
for a continuous period of not less than 12 months, receiving income replacement
benefits for a period of not less than three months under an accident and health
plan covering employees of the Corporation.





	
      2.12
	
      Employee.




 

"Employee"






	 	
      (a)
	
      General
      Definition.
      “Employees” shall mean regular employees of the Corporation compensated by
      salary or by commission or partly by salary and partly by commission who
      are (i) working in the United States, or (ii) citizens of or domiciled in
      the United States and who have been or may hereafter be hired in the
      United States by the Corporation and who are sent out of the United States
      by the Corporation to work in foreign operations, and whose services, if
      discontinued, would be discontinued by recalling said employees to the
      United States and terminating their services in the United States and
      (iii) nonresident aliens receiving income from the Corporation’s United
      States payroll. 








	 	
      (b)
	
      Temporary,
      Part-Time and Flexible Service Employees.
      The term “Employees” shall not include employees who are classified by the
      Corporation as (i) Temporary Employees, including per diem employees, (ii)
      Part-Time Employees, or (iii) Flexible Service
  Employees.








	 	
      (c)
	
      Controlled
      Group Employees.
      The term “Employees” shall not include employees of affiliated employers;
      provided, however, that service with any such entity shall, if such an
      individual later becomes an Employee, be counted under this Plan for
      eligibility purposes.








	 	
      (d)
	
      Leased
      Employees.
      The term “Employees” shall not include any Leased Employee (within the
      meaning of Code Section 414(n)) or any individual classified as a Leased
      Employee by the Corporation. If a Leased Employee later becomes an
      Employee, service as a Leased Employee shall be counted under this Plan
      for eligibility purposes.








	 	
      (e)
	
      Union
      Employees.
      The term “Employees” shall not include employees represented by a labor
      organization who are covered by a collective bargaining agreement so long
      as retirement benefits are the subject of good faith bargaining and so
      long as the collective bargaining agreement does not expressly provide for
      participation in this Plan. 









	 	
      (f)
	
      Directors.
      The
      term “Employees” shall not include members of the Board of Directors of
      American Axle & Manufacturing, Inc., or of any committee 
      
      appointed
      by any such Board of Directors, who are not regular employees of the
      Corporation.






 


 




























	 	
       
	
      
      appointed
      by any such Board of Directors, who are not regular employees of the
      Corporation.











	 	
      (g)
	
      Independent
      Contractors.
      The term “Employees” shall not include an independent contractor or any
      individual classified as an independent contractor by the Corporation
      regardless of any later classification or reclassification of any such
      individual as a common law employee of the
Corporation.








	
      2.13
	
      Health
      Care Program.







"Health
Care Program" means the American Axle & Manufacturing, Inc. Salaried Health
Care Program.





	
      2.14
	
      Joint
      and Survivor Annuity.







"Joint
and Survivor Annuity" means an immediate annuity which provides a reduced
benefit for the life of the Employee with a survivor annuity for the life of the
Employee's Spouse equal to 65% of the amount of the annuity which is payable
during the life of the Employee. Such reduced benefit shall equal the benefit
otherwise payable to an Employee under Article IV multiplied by 95%, if the age
of the Employee and his or her Spouse is within five years of each other. If an
Employee's Spouse is five or more years younger than the Employee, 95% is
decreased by 1/2% for each full year over five years that the Spouse is younger
than the Employee, and if such Spouse is five or more years older than the
Employee, 95% shall be increased by 1/2%, but not to exceed 100%, for each full
year over five years that the Spouse is older than the Employee.





	
      2.15
	
      Management
      Benefits Committee.







"Management
Benefits Committee" means the committee appointed pursuant to Section
5.1.





	
      2.16
	
      Specified
      Employee.







"Specified
Employee" means a key employee as defined in Section 416(i) of the Code without
regard to paragraph (5) thereof.





	
      2.17
	
      Spouse.







"Spouse"
means the legally married husband or wife of an Employee. The legality of the
marriage shall be determined pursuant to the laws of the state in which the
Employee is domiciled.





	
      2.18
	
      SRP.







"SRP"
means the American Axle & Manufacturing, Inc. Retirement Program for
Salaried Employees.










5















ARTICLE
III

PARTICIPATION
AND ELIGIBILITY








	
      3.1
	
      Eligibility
      for Retirement Benefits.







(a) Basic
Benefit. To be
eligible for a Basic Benefit, an Employee must:





	 	
      (1)
	
      Be
      Salary Band 16 or above and an active employee of the Corporation or an
      affiliated entity on his or her date of death, retirement or commencement
      of his or her Disability.








	 	
      (2)
	
      Be
      credited with 10 or more Years of Credited Service;
and








	 	
      (3)
	
      Have
      attained age 55 at the time of his or her retirement, death or
      commencement of his or her Disability.




 


	 	
      (b)
	
      Alternative
      Benefit.
      To be eligible for an Alternative Benefit, an Employee
    must:








	 	
      (1)
	
      Be
      Salary Band 16 or above and an active employee of the Corporation or an
      affiliated entity on his or her date of death, retirement or commencement
      of Disability;








	 	
      (2)
	
      Be
      credited with 10 or more years of Credited Service;
and








	 	
      (3)
	
      Have
      attained age 62 at the time of his or her retirement, death or
      commencement of his or her Disability.








	 	
      (c)
	
      No
      Duplication of Benefits.
      An Employee who is eligible for both a Basic Benefit and an Alternative
      Benefit will receive whichever is greater, and not both a Basic Benefit
      and an Alternative Benefit.








	 	
      (d)
	
      An
      individual shall not be deemed to be actively employed if he or she is
      laid off or on a leave of absence.








	
      3.2
	
      Eligibility
      for Pre-Retirement Surviving Spouse
Benefits.







The
Spouse of an Employee who is eligible for a Basic Benefit or an Alternative
Benefit under Section 3.1 who dies before benefit payments begin under Section
4.2 will be entitled to receive benefit payments in accordance with Section
4.3.





	
      3.3
	
      Determination
      of Eligibility.







The
Management Benefits Committee shall determine each Employee's eligibility for
benefits under this Plan.










6















ARTICLE
IV

BENEFITS




 



	
      4.1
	
      Amount
      of Benefits.









	 	
      (a)
	
      Amount
      of Basic Benefit.
      An Employee eligible for a Basic Benefit shall, subject to Section 4.1(b),
      be entitled to a monthly benefit payable in the manner set forth in
      Section 4.2 equal to 2% of Average Monthly Base Salary multiplied by his
      or her years of Credited Service, less the sum
of:








	 	
      (1)
	
      All
      monthly benefits payable to the eligible Employee under the SRP and/or the
      Cash Balance Plan before reduction for any survivor option,
      plus








	 	
      (2)
	
      2%
      of the eligible Employee's monthly age 65 primary Social Security benefit
      multiplied by his or her years of Credited
Service.







For
purposes of calculating Basic Benefits, the following shall apply:





	 	
      (1)
	
      The
      monthly age 65 primary Social Security benefit will be determined and
      applied to the Basic Benefit formula at death or retirement, regardless of
      the Employee's age at death or retirement and regardless of the Employee's
      eligibility for Social Security benefits.








	 	
      (2)
	
      The
      monthly age 65 primary Social Security benefit will be determined at death
      or retirement using the maximum monthly Social Security benefit amount
      payable at age 65 in the year the Employee retires or dies.
    








	 	
      (b)
	
      Rules
      Applicable to Basic Benefits.








	 	
      (1)
	
      At
      age 62 and one month, for those retiring prior to age 62 with a Basic
      Benefit, the Basic Benefit will be redetermined, taking into account the
      lower non-contributory basic benefit payable under the SRP when Temporary
      Benefits under the SRP are reduced or
eliminated.








	 	
      (2)
	
      The
      "Special" benefit (Part B Medicare reimbursement) paid under the Health
      Program will not be taken into account in determining any monthly benefit
      amount payable under Section 4.1(a).








	 	
      (3)
	
      Post-retirement
      increases under the SRP or the Cash Balance Plan will not reduce any
      monthly benefit amount payable under this Section
  4.1(a).













7













	 	
      (4)
	
      Any
      benefits payable under this Section 4.1(b) to a retiree or eligible
      surviving spouse will be offset by benefits payable under certain other
      Corporation-provided programs (e.g., Long-Term Disability
      Benefits).








	 	
      (5)
	
      The
      award or denial of a Social Security disability insurance benefit that
      affects the monthly amount of benefits payable under the SRP will be taken
      into account in determining any monthly benefit amount payable under this
      Section 4.1(b).








	 	
      (c)
	
      Amount
      of Alternative Benefit.
      An Employee eligible for an Alternative Benefit shall, subject to Section
      4.1(d), be entitled to a monthly benefit payable in the manner set forth
      in Section 4.2 equal to the greater of (i) the monthly Basic Benefit
      determined in accordance with Section 4.1(a), or (ii) a monthly benefit
      equal to 1.5% of his or her Average Total Direct Compensation, multiplied
      by his or her years of Credited Service, less the sum
  of:








	 	
      (1)
	
      All
      monthly benefits determined under the terms of the SRP and/or the Cash
      Balance Plan before reduction for any survivor option,
  plus








	 	
      (2)
	
      100%
      of the monthly age 65 primary Social Security benefit,
  plus








	 	
      (3)
	
      Any
      benefits payable under certain other Corporation-provided programs (e.g.,
      Extended Disability Benefits).







For
purposes of calculating Alternative Benefits, the following shall
apply:





	 	
      (1)
	
      Differing
      time periods over the last 10 years of employment with the Corporation may
      be used for the blended calculation of Average Monthly Base Salary and
      Average Monthly Incentive Compensation.








	 	
      (2)
	
      The
      monthly age 65 primary Social Security benefit is the monthly age 65
      primary Social Security benefit payable in the year of the Employee's
      death or retirement, regardless of the Employee's age at such time and
      regardless of the Employee's eligibility for Social Security
      benefits.








	 	
      (3)
	
      The
      monthly age 65 primary Social Security benefit will not be redetermined
      for any subsequent Social Security
increase.








	 	
      (d)
	
      Rules
      Applicable to Alternative Benefits.








	 	
      (1)
	
      Post-retirement
      increases under the SRP or the Cash Balance Plan will not reduce any
      monthly benefit amount payable under Section
4.1(c).













8













	 	
      (2)
	
      The
      "Special" Medicare benefit payable under the Health Care Program will not
      be taken into account in determining any monthly benefit amount payable
      under Section 4.1(c).








	 	
      (3)
	
      Benefits
      payable under Section 4.1(c) are not guaranteed and may be reduced or
      eliminated at any time, and from time to time, without prior notice by the
      Compensation Committee, the Management Benefits Committee and the Board of
      Directors.








	 	
      (4)
	
      Until
      age 70, each of the conditions precedent requirements contained in the
      American Axle & Manufacturing, Inc. Executive Incentive Compensation
      Program will be applied to the continued eligibility for payment of an
      Alternative Benefit. Therefore, receipt of Alternative Benefits will cease
      immediately, effective as of the month immediately following the date of
      initial violation, upon determination by the Corporation that a retired
      executive receiving an Alternative Benefit (i) did not refrain from all
      activity which is competitive with the Corporation, or (ii) acted in a
      manner inimical or contrary to the best interests of the Corporation. Any
      Alternative Benefits also may be suspended if the retired executive does
      not respond to an Annual Questionnaire regarding items (i) and
      (ii).








	
      4.2
	
      Time
      and Form of Payment of Benefits.








	 	
      (a)
	
      Commencement
      of Benefits.
      Benefit payments shall commence as soon as practicable after an Employee
      separates from service with the Corporation; provided, however, that the
      portion of a Specified Employee's benefit that was not vested within the
      meaning of Code Section 409A on December 31, 2004, may not be made before
      the date which is six months after the date of separation from
      service.








	 	
      (b)
	
      Single
      Life Annuity.
      Except as provided in Section 4.2(c), an Employee entitled to a Basic
      Benefit or an Alternative Benefit will receive a benefit determined in
      accordance with Sections 4.1(a) or (c) in the form of a single life
      annuity for the Employee's lifetime.








	 	
      (c)
	
      Automatic
      Survivor Benefit.
      









	 	
      (1)
	
      Basic
      Benefit.
      An Employee who has a Spouse who is otherwise eligible for survivor
      benefits under the SRP or the Cash Balance Plan, will receive a benefit
      determined in accordance with Section 4.1(a) and (b) in the form of a
      Joint and Survivor Annuity.








	 	
      (2)
	
      Alternative
      Benefit.
      An Employee who (i) has attained age 62 or such earlier age specified in a
      special separation program, (ii) has been credited with 10 or more years
      of Credited Service, and (iii) on the date Alternative Benefits begin, has
      a Spouse who is otherwise 













9

















	 	
       
	
      eligible
      for survivor benefits under the SRP or the Cash Balance Plan, will receive
      a benefit determined in accordance with Sections 4.1(c) and (d) in the
      form of a Joint and Survivor Annuity.




 


	
      4.3
	
      Pre-Retirement
      Surviving Spouse Benefit.







The
Pre-Retirement Surviving Spouse Benefit payable to an eligible Spouse shall
equal the amount that the Spouse would have been entitled to receive under the
Joint and Survivor Annuity if the Employee had retired with an immediate Joint
and Survivor Annuity on the day before his death. In the event that an Employee
is eligible for both a Basic Benefit and an Alternative Benefit on his date of
death, the Pre-Retirement Surviving Spouse Benefit will equal the Pre-Retirement
Surviving Spouse Benefit based on the Employee's Basic Benefit or Alternative
Benefit, whichever is greater.










10















ARTICLE
V

ADMINISTRATION








	
      5.1
	
      Management
      Benefits Committee.







The
Compensation Committee shall appoint a Management Benefits Committee for the
Plan.





	 	
      (a)
	
      Appointment
      and Removal of Management Benefits Committee.
      The Management Benefits Committee shall consist of three or more
      individuals appointed by, and serving at the discretion of, the
      Compensation Committee. A member of the Management Benefits Committee may
      (i) resign upon 30 days written notice to the Compensation Committee, or
      (ii) be removed from the Management Benefits Committee at any time at the
      discretion of the Compensation Committee.








	 	
      (b)
	
      Decisions
      by Management Benefits Committee.
      The Management Benefits Committee shall act by majority vote either at a
      meeting of the Management Benefits Committee or by written consent.
      Meetings may be attended telephonically.








	 	
      (c)
	
      Authority.
      The Management Benefits Committee shall have the following duties and
      authority under the Plan.








	 	
      (1)
	
      Compliance.
      The Management Benefits Committee shall monitor the performance of the
      Plan to ensure that the Plan is administered in accordance with its terms
      and in compliance applicable law or
regulation.








	 	
      (2)
	
      Discretionary
      Authority.
      The Management Benefits Committee shall have full and exclusive
      discretionary authority to determine all questions arising in the
      administration, application and interpretation of the Plan including the
      authority to correct any defect or reconcile any inconsistency or
      ambiguity in the Plan and the authority to determine an Employee's or
      other individual’s eligibility to receive a benefit from the Plan and the
      amount of that benefit. The Management Benefits Committee shall determine
      all Claims appeals as set forth in Section 6.4 of this Plan and shall have
      the authority to determine all questions of fact relating to such an
      appeal. Any determination by the Management Benefits Committee pursuant to
      this Section 5.1(c)(2) or the Claims Procedure shall be binding and
      conclusive on all parties.




 







11
















	 	
      (3)
	
      Plan
      Amendments.
      The Management Benefits Committee shall have the authority to make such
      Plan amendments as are administrative in nature so long as such amendments
      do not have a material adverse financial impact on the Corporation.
      








	 	
      (4)
	
      Adoption
      of Plan.
      The Management Benefits Committee may provide for the adoption of the Plan
      by an affiliated employer pursuant to such terms and conditions as the
      Management Benefits Committee, in its discretion, may determine. The
      Management Benefits Committee shall have the right to remove an affiliated
      employer as a Plan sponsor if, in its discretion, it deems such removal to
      be appropriate. 









	
      5.2
	
      Administrator.








The
Corporation shall be the Plan Administrator. The American Axle &
Manufacturing, Inc. Corporate Benefits Group shall act on its behalf and perform
the duties of the Administrator as set forth herein. The Administrator shall
administer the Plan in accordance with all applicable laws and regulations and,
except as otherwise expressly provided to the contrary herein, shall have all
powers and discretionary authority to carry out that obligation. Specifically,
but not by way of limitation, the Administrator shall:





	 	
      (a)
	
      Procedures
      and Forms.
      Establish such administrative procedures and prepare, or cause to be
      prepared, such forms, as may be necessary or desirable for the proper
      administration of the Plan;








	 	
      (b)
	
      Advisors.
      Retain the services of such consultants and advisors as may be appropriate
      to the administration of the Plan;








	 	
      (c)
	
      Claims.
      Have the discretionary authority to determine all claims filed pursuant to
      Section 6.2 of this Plan and shall have the authority to determine issues
      of fact relating to such claim; 








	 	
      (d)
	
      Payment
      of Benefits.
      Direct, or establish procedures for, the payment of benefits from the
      Plan; and








	 	
      (e)
	
      Plan
      Records.
      Maintain, or cause to be maintained, all documents and records necessary
      or appropriate to the maintenance of the
Plan.









	
      5.3
	
      Compensation.








Members
of the Management Benefits Committee and the Plan Administrator shall serve
without compensation from the Plan for their services as such.

 







12












 



	
      5.4
	
      Agent
      for Service of
Process.








The
Administrator shall be the agent for service of process on the Plan. If the
Corporation is the Administrator, the agent for service of process on the
Corporation shall be the agent for service of process on the Plan.






	
      5.5
	
      Indemnification.








The
Corporation shall indemnify each member of the Compensation Committee, the
Management Benefits Committee, the Administrator and individuals employed by,
and acting on behalf of, the Plan Administrator from and against any and all
claims, losses, damages, expenses and liability arising from their acts or
failure to act with regard to the Plan and their duties and obligations as set
forth herein unless such acts or omissions are judicially determined to be the
result of such individual’s gross negligence, willful misconduct or criminal
act. 

 







13















ARTICLE
VI

CLAIMS
PROCEDURE

 



	
      6.1
	
      Claims.








A person
who believes that he or she is being denied a benefit to which he or she is
entitled under the Plan (hereinafter referred to as a "Claimant") may file a
written request for such benefit with the Management Benefits Committee, setting
forth his or her claim. The request must be addressed to the Management Benefits
Committee at the Corporation's principal place of business. 

 



	
      6.2
	
      Claim
      Decision.








The
Management Benefits Committee shall provide written notice to any Claimant who
submits a claim for benefits within 90 days (45 days in case of a disability
benefit) of the receipt of the claim, unless special circumstances (which, in
the case of disability benefits, must be beyond the control of the Plan) require
an extension. The extension shall not exceed 90 days (30 days in case of a
disability benefit) beyond the initial 90-day (or 45-day) period. If an
extension is necessary, the Claimant shall receive a notice, before the initial
90-day (or 45-day) period expires, which explains why the extension is necessary
and when a decision on the claim is expected. In the case of a disability
benefit, if, prior to the end of the extended review period, the Management
Benefits Committee determines that, due to matters outside the control of the
Plan, a decision cannot be rendered within the extension period, the period for
making a determination may be extended for an additional 30 days, provided the
Management Benefits Committee notifies the Claimant before the expiration of the
first extension period of the circumstances requiring the extension and the date
the Plan expects to render a decision. In the case of either the first or second
extension of the review period, the notice to the Claimant must explain the
standards on which entitlement to the benefit is based, the unresolved issues
that prevent a decision, and the additional information needed to resolve the
issues. The Claimant shall have 45 days within which to provide the specified
information.




The
Management Benefits Committee shall provide, in a written or electronic notice
to all Claimants who are denied a claim for benefits, the following information
written in a manner calculated to be understood by the Claimant:





	 	
      (a)
	
      The
      specific reason or reasons for denial;








	 	
      (b)
	
      Specific
      reference to pertinent Plan provisions on which the denial is
      based;








	 	
      (c)
	
      A
      description of any additional material or information necessary for the
      Claimant to perfect the claim and an explanation of why such material or
      information is necessary; 













14













	 	
      (d)
	
      An
      explanation of the Plan's claim review procedures and the time limits
      applicable to such procedures including, a statement that the Claimant is
      entitled to receive, upon request and free of charge, reasonable access to
      and copies of, all documents, records and other information relevant to
      the Claimant’s claim for benefits; and








	 	
      (e)
	
      A
      statement of the Claimant’s right to bring a civil action under ERISA
      Section 502(a) following an adverse benefit determination on
      review;









	
      6.3
	
      Request
      for Review.








A
Claimant whose claim has been denied may request a review by the Management
Benefits Committee by making written application within 90 days after the
receipt of written notification of a denial of a claim. The Claimant may submit
written comments, documents, records and other information relating to the claim
for benefits.






	
      6.4
	
      Review
      of Decision.








The
Management Benefits Committee’s decision on review shall take into account all
comments, documents, records and other information submitted as part of the
request for review, whether or not submitted as part of the initial benefit
determination. 




The
decision on review shall be made within 60 days after the receipt of a request
for review, unless special circumstances require an extension period. The
extension shall not exceed 120 days from the request for review. If
circumstances require an extension, the Claimant shall receive a notice before
the initial 60-day period expires, which explains why the extension is necessary
and when a decision on review is accepted. The decision on review shall be
provided in a written or electronic notice, shall be written in a manner
calculated to be understood by the Claimant, and in the event of an adverse
determination shall include:





	 	
      (a)
	
      The
      specific reason or reasons for the adverse
  determination;








	 	
      (b)
	
      Specific
      references to pertinent Plan provisions on which the denial is
      based;








	 	
      (c)
	
      A
      statement that the Claimant is entitled to receive, upon request and free
      of charge, reasonable access to and copies of, all documents, records and
      other information relevant to the Claimant’s claim for benefits;
      and








	 	
      (d)
	
      A
      statement of the Claimant's right to bring an action under ERISA Section
      502(a);




 







15












ARTICLE
VII

MISCELLANEOUS








	
      7.1
	
      Not
      Contract of Employment.







The
adoption and maintenance of the Plan shall not be deemed to be a contract
between the Corporation and any person or to be consideration for the employment
of any person. Nothing herein contained shall be deemed to give any person the
right to be retained in the employ of the Corporation or to restrict the right
of the Corporation to discharge any person at any time nor shall the Plan be
deemed to give the Corporation the right to require any person to remain in the
employ of the Corporation or to restrict any person's right to terminate his or
her employment at any time.





	
      7.2
	
      Non-Assignability
      of Benefits.







No
Employee or other distributee of benefits under the Plan shall have any power or
right to transfer, assign, anticipate, hypothecate or otherwise encumber any
part or all of the amounts payable hereunder, which are expressly declared to be
unassignable and non-transferable. Any such attempted assignment or transfer
shall be void. No amount payable hereunder shall, prior to actual payment
thereof, be subject to seizure by any creditor of any such Participant or
beneficiary for the payment of any debt judgment or other obligation, by a
proceeding at law or in equity, nor transferable by operation of law in the
event of the bankruptcy, insolvency or death of such Participant or beneficiary
hereunder.





	
      7.3
	
      Withholding.







All
deferrals and payments provided for hereunder shall be subject to applicable
withholding and other deductions as shall be required under any applicable
local, state or federal law.





	
      7.4
	
      Amendment
      and Termination.








	 	
      (a)
	
      Board
      of Directors.
      The Board of Directors shall have the right to amend, in whole or in part,
      any or all of the provisions of the Plan or to terminate the Plan at any
      time and without the consent of any other party or
  person.








	 	
      (b)
	
      Management
      Benefits Committee.
      The Management Benefits Committee shall have the right, at any time,
      without the consent of any other party or person, to modify or amend any
      or all of the provisions of the Plan, but only to the extent provided in
      Section 5.1(c).








	 	
      (c)
	
      Limitations.
      Except as provided in Section 4.1(d)(3), no amendment or termination of
      this Plan shall impair the rights of an Employee to the extent earned as
      of the date of amendment or termination.













16













	
      7.5
	
      No
      Fiduciary Relationship Created.







Nothing
contained in this Plan, and no action taken pursuant to its provisions by any
party hereto, shall create, nor be construed to create, a fiduciary relationship
between the Corporation, the Board of Directors, any officers of the
Corporation, the Compensation Committee, the Management Benefits Committee and
the Employee or any other person.





	
      7.6
	
      Unsecured
      General Creditor Status of
Employee.








	 	
      (a)
	
      The
      payments to a Participant, his or her Beneficiary or any other distributee
      hereunder shall be made from assets which shall continue, for all
      purposes, to be a part of the general, unrestricted assets of the
      Corporation; no person shall have nor acquire any interest in any such
      assets by virtue of the provisions of this
Plan.








	 	
      (b)
	
      The
      Corporation's obligation hereunder shall be an unfunded and unsecured
      promise to pay money in the future. To the extent that the Employee or
      other distributee acquires a right to receive payments from the
      Corporation under the provisions hereof, such right shall be no greater
      than the right of any unsecured general creditor of the Corporation; no
      such person shall have nor require any legal or equitable right, interest
      or claim in or to any property or assets of the Corporation. 








	
      7.7
	
      Severability.







If any
provision of this Plan shall be held illegal or invalid for any reason, said
illegality or invalidity shall not affect the remaining provisions hereof;
instead, each provision shall be fully severable and the Plan shall be construed
and enforced as if said illegal or invalid provision had never been included
herein.





	
      7.8
	
      Governing
      Laws.







All
provisions of the Plan shall be construed in accordance with the laws of
Michigan except to the extent preempted by federal law.





	
      7.9
	
      Binding
      Effect.







This Plan
shall be binding on each Participant and his or her heirs and legal
representatives and on the Corporation and its successors and
assigns.  





	
      7.10
      
	
      Number
      and Gender.







Wherever
appropriate herein, words used in the singular shall be considered to include
the plural and words used in the plural shall be considered to include the
singular. The masculine gender, where appearing in the Plan, shall be deemed to
include the feminine gender.










17












 


	
      7.11
	
      Headings.







The
headings of Articles and Sections herein are included solely for convenience,
and if there is any conflict between such headings and the text of the Plan, the
text shall control.





	
      7.12
	
      Entire
      Agreement.







This
document and any amendments contain all the terms and provisions of the Plan and
shall constitute the entire Plan, any other alleged terms or provisions being of
no effect.







IN
WITNESS WHEREOF, the
Corporation has adopted this amended and restated Plan on the 22nd day of July,
2005.










AMERICAN
AXLE & MANUFACTURING, INC.







By:   /s/ John
E.
Jerge          

Its




ATTESTED
TO:







 
/s/ Patrick S.
Lancaster          


 

Secretary




















































 

 









18