Form of 2008 Restricted Stock Award Agreement For Certain Executive Officers of American Axle &

1999 AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

STOCK INCENTIVE PLAN

FORM OF RESTRICTED STOCK AWARD AGREEMENT



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



RECITALS :



A. The Company has adopted the 1999 American Axle & Manufacturing Holdings, Inc. Stock Incentive Plan (the " Plan "). The Plan is incorporated in and made a part of this Agreement. Capitalized terms that are not defined in this Agreement have the same meanings as in the Plan; and



B. The Compensation Committee of the Board of Directors determined that it is in the best interests of the Company and its stockholders to grant the Award provided for in this Agreement to the Participant, pursuant to the Plan and the terms of this Agreement.



The parties agree as follows:



1. Grant of the Award . The Company grants to the Participant, on the terms and conditions hereinafter set forth in this Agreement, an aggregate of INSERT NUMBER OF SHARES restricted Shares, subject to adjustment as set forth in the Plan (the " Award ").



2. Vesting of the Award .



(a) Vesting Schedule . Subject to Section 2(b), the Award shall vest in full on the third anniversary of the Date of Grant.



(b) Earlier Vesting and Forfeiture .



(i) To the extent not already vested, the Award shall vest in full upon the occurrence of any of following:



(A) The Participant's death or Disability;



(B) The termination of the Participant's employment by the Company pursuant to a reduction in force or similar program approved by the Chief Executive Officer of the Company; or



(C) A Change in Control.



(ii) Except as otherwise stated in Section 2(b)(i), if the Participant's employment with the Company terminates for any reason, the Shares constituting the Award, to the extent not already vested, shall be forfeited without consideration.





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3. Voting and Dividend Rights . Subject to Section 8, the Pa ...