1999 American Axle & Manufacturing Of

1999 AMERICAN AXLE & MANUFACTURING OF MICHIGAN, INC.
STOCK INCENTIVE PLAN


1. Purpose of the Plan


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


2. Definitions


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


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


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


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


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


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


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


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


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


(i) Disability: Inability of a Participant to perform in
all material respects his duties and
responsibilities to the Company, or any Subsidiary
of the


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Company, by reason of a physical or mental
disability or infirmity which inability is
reasonably expected to be permanent and has
continued (i) for a period of six consecutive months
or (ii) such shorter period as the Board may
reasonably determine in good faith. The Disability
determination shall be in the sole discretion of the
Board and a Participant (or his representative)
shall furnish the Board with medical evidence
documenting the Participant's disability or
infirmity which is satisfactory to the Board.


(j) Effective Date: January 8, 1999


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


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


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


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


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


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


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


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


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


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


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


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


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


3. Shares Subject to the Plan


The total number of Shares which may be issued under the Plan is 887.199(1). The maximum number of Shares for which Options or Stock Appreciation Rights may be granted during a calendar year to any Participant shall be 380.2282(2). The Shares may consist, in whole or in part, of unissued Shares or treasury Shares. The issuance of Shares or the payment of cash upon the exercise of an Award shall reduce the total number of Shares available under the Plan, as applicable. Shares which are subject to Awards which terminate or lapse may be granted again under the Plan.


4. Administration


The Plan shall be administered by the Committee, which may delegate its duties and powers in whole or in part to any subcommittee thereof consisting solely of at least two individuals who are each "non-employee directors" within the meaning of Rule 16b-3 under the Act (or any successor rule thereto) and "outside directors" within the meaning of Section 162(m) of the Code (or any successor section thereto). The Committee is authorized to interpret the Plan, to establish, amend and rescind any rules and regulations relating to the Plan, and to make any other determinations that it deems necessary or desirable for the administration of the Plan. The Committee may ...