Amended 1999 American Axle & Manufacturing Holdings, Inc. Stock Incentive Plan

RESTATED

1999 AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

STOCK INCENTIVE PLAN



1. Purpose of the Plan

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



2. Definitions



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



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


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


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


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


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


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


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




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


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









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




(j) Effective Date : January 8, 1999.


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


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




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



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


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


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


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


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


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





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


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


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


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


3. Shares Subject to the Plan



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



4. Administration



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



5. Limitations



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










6. Terms and Condit ...