Form of Restricted Stock Unit Award Agreement For Non-employee Directors

1999 AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.



STOCK INCENTIVE PLAN



FORM OF



RESTRICTED STOCK UNIT AWARD AGREEMENT



(Non-Employee Directors)



THIS AGREEMENT (the "Agreement"), is made effective as of DATE (the "Date of Grant"), between American Axle & Manufacturing Holdings, Inc., a Delaware corporation (the "Company"), and NAME (the "Participant"):



WHEREAS, the Company has adopted the 1999 American Axle & Manufacturing Holdings, Inc. Stock Incentive Plan (the "Plan"), which is incorporated herein by reference. Capitalized terms not defined herein shall have the same meanings as in the Plan; and



WHEREAS, the Board of Directors ("Board") and the Compensation Committee of the Board ("Committee") have determined that it would be in the best interests of the Company and its stockholders to grant the Award to the Participant under the Plan and the terms set forth herein.



NOW THEREFORE, the parties agree as follows:



1. Grant of the Award . The Company hereby grants to the Participant, on the terms and conditions herein, a restricted stock unit award covering an aggregate of NO. Shares, subject to adjustment as set forth in the Plan (the "Award").



2. Vesting of the Award .



(a) Vesting .



(i) Subject to Section 2(a)(ii) and (b), the Award shall vest as follows:



Date Vested Shares



Twelve months following the Date of Grant 1/3



Twenty-four months following the Date of Grant 2/3



Thirty-six months following the Date of Grant 3/3



(ii) The Award shall become immediately vested upon the following occurrence on or after the Date of Grant.



(A) A Change in Control;




(B) The death or Disability of the Participant; or




(C) The Participant's retirement from the Board after completion of a term of service in good standing.









(b) Termination of Service. Except as set forth in Section 2(a)(ii), if the Participant's service as a member of the Board ceases for any reason, the Award shall, to the extent not then vested, be canceled without consideration.



3. Payment of the Award .



(a) Normal Payment . S ...