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                                                                    EXHIBIT 10.2




                               RESTATEMENT OF THE
                       AMERICAN AXLE & MANUFACTURING, INC.
                              SALARIED SAVINGS PLAN




                            EFFECTIVE JANUARY 1, 1999

















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                                TABLE OF CONTENTS



                                                                                                               PAGE

                                                                                                            
ARTICLE I - DEFINITION OF TERMS....................................................................................1
   1.1        Account..............................................................................................1
   1.2        Act..................................................................................................2
   1.3        Actual Deferral Percentage...........................................................................2
   1.4        Administrator........................................................................................2
   1.5        Affiliated Employer..................................................................................2
   1.6        Aggregation Group....................................................................................2
   1.7        After-Tax Account....................................................................................2
   1.8        American Axle Stock..................................................................................3
   1.9        American Axle Stock Fund.............................................................................3
   1.10       Annual Addition......................................................................................3
   1.11      Annual Earnings Base..................................................................................3
   1.12      Annuity Starting Date.................................................................................3
   1.13      Break in Service......................................................................................3
   1.14      Code..................................................................................................3
   1.15      Compensation..........................................................................................3
   1.16      Compensation Committee................................................................................4
   1.17      Contribution Percentage...............................................................................4
   1.18      Corporation...........................................................................................4
   1.19      Credited Service......................................................................................4
     (a)     Year of Credited Service..............................................................................4
     (b)     Vesting Computation Period............................................................................5
     (c)     Years of Credited Service for Vesting.................................................................5
        (1)   Effective Date.......................................................................................5
        (2)   Age..................................................................................................5
        (3)   Breaks in Service....................................................................................6
          (A) Waiting Period.......................................................................................6
          (B) Application of Post-Break Service to Pre-Break Account...............................................6
          (C) Application of Pre-Break Service to Post-Break Account...............................................6
     (d)     Approved Absences.....................................................................................7
        (1)   Compensable Disability Leave of Absence..............................................................7
        (2)   Layoff or Noncompensable Disability Leave of Absence.................................................7
        (3)   Collective Bargaining Agreements.....................................................................8
        (4)   Maternity or Paternity Absences......................................................................8
        (5)   Reemployed Veterans..................................................................................9
          (A) Uniformed Services...................................................................................9
          (B) Service in a Uniformed Service......................................................................10
          (C) Reemployed Veterans.................................................................................10
             (i)    Breaks in Service.............................................................................10
             (ii)   Recognition of Service........................................................................10
             (iii)  Corporation Funding Obligation................................................................10
             (iv)   Employee Funding Obligation...................................................................11
          (D) Eligible Salary.....................................................................................11
          (E) Limitations of Make-Up Contributions................................................................12
     (e)     Equivalencies Based on Periods of Employment.........................................................12
     (f)     Transition Employees.................................................................................13


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   1.20      Cumulative Account...................................................................................13
   1.21      Cumulative Accrued Benefit...........................................................................13
   1.22      Current Market Value.................................................................................13
     (a)     Mutual Funds.........................................................................................13
     (b)     Trusteed Funds.......................................................................................14
     (c)     American Axle Stock Fund.............................................................................14
   1.23      Date of Valuation....................................................................................14
   1.24      Determination Date...................................................................................14
   1.25      Election Period......................................................................................14
   1.26      Eligible Retirement Plan.............................................................................14
   1.27      Eligible Rollover Distribution.......................................................................14
   1.28      Eligible Salary......................................................................................14
     (a)     Salary...............................................................................................14
     (b)     Commission...........................................................................................15
     (c)     Disability...........................................................................................15
     (d)     Elective Deferrals...................................................................................15
     (e)     Maximum Limitation...................................................................................15
     (f)  Family Aggregation Rules................................................................................16
   1.29      Employees............................................................................................16
     (a)     General Definition...................................................................................16
     (b)     Controlled Group Employees...........................................................................16
     (c)     Leased Employees.....................................................................................17
     (d)     Union Employees......................................................................................18
     (e)     Directors............................................................................................18
     (f)     Independent Contractors..............................................................................18
   1.30      Financial Hardship...................................................................................19
     (a)     Construction Principal Residence.....................................................................19
     (b)     Eviction or Foreclosure Principal Residence..........................................................19
     (c)     Tuition..............................................................................................19
     (d)     Medical Expense......................................................................................19
   1.31      401(k) Account.......................................................................................19
   1.32      Highly Compensated Employees.........................................................................20
     (a)     Five Percent Owner...................................................................................20
     (b)     Compensation.........................................................................................20
     (c)     Definitions..........................................................................................20
        (1)   Top Paid Group......................................................................................20
          (a) Waiting Period......................................................................................20
          (b) Hours of Service....................................................................................20
          (c) Months of Service...................................................................................20
          (d) Age 21
          (e) Union...............................................................................................21
          (f) Nonresident Aliens..................................................................................21
        (2)   Former Employee.....................................................................................21
          (a) At Separation.......................................................................................21
          (b) At Age 55...........................................................................................21
        (3)   Controlled Group....................................................................................22
   1.33      Hour of Service......................................................................................22
     (a)     Performance of Services..............................................................................22
     (b)     Payments for Non-Performance.........................................................................22
        (1)   Maximum Hours Credited..............................................................................22


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        (2)   Worker's Compensation...............................................................................23
        (3)   Medical Payments....................................................................................23
        (4)   Indirect Payments...................................................................................23
        (5)   Calculation of Hours................................................................................23
        (6)   Computation Period..................................................................................24
     (c)     Department of Labor Regulations......................................................................24
   1.34      Individual Retirement Plan...........................................................................24
   1.35      Key Employee.........................................................................................24
   1.36      Limitation Year......................................................................................24
   1.37      Management Benefits Committee........................................................................24
   1.38      Management Investment Committee......................................................................24
   1.39      Matching Account.....................................................................................24
   1.40      Mutual Fund..........................................................................................25
   1.41      Mutual Fund Company..................................................................................25
   1.42      Non-Highly Compensated Employee......................................................................25
   1.43      Named Fiduciary......................................................................................25
   1.44      Normal Retirement Age................................................................................25
   1.45      Participant..........................................................................................25
   1.46      Plan.................................................................................................25
   1.47      Plan Year............................................................................................25
   1.48      Predecessor Corporation..............................................................................25
   1.49      Predecessor Plans and Trusts.........................................................................26
   1.50      Prime Rate...........................................................................................26
   1.51      Profit Sharing Amount................................................................................26
   1.52      Qualified Plan.......................................................................................26
   1.53      Rollover Account.....................................................................................26
   1.54      Service..............................................................................................27
   1.55      Total and Permanent Disability.......................................................................27
   1.56      Transition Employees.................................................................................27
   1.57      Trustee..............................................................................................28
   1.58      Trusteed Fund........................................................................................28
   1.59      Valuation Date.......................................................................................28

ARTICLE II -- ELIGIBILITY.........................................................................................28
   2.1    Former General Motors Employees.........................................................................28
   2.2    General Rule............................................................................................28
   2.3    Reemployment............................................................................................29
   2.4    Leaves of Absence - Layoff..............................................................................29

ARTICLE III - CONTRIBUTIONS.......................................................................................29
   3.1    Employee Contributions..................................................................................29
     (a)     After-Tax Employee Contributions.....................................................................29
     (b)     Employee Before-Tax 401(k) Contributions.............................................................30
        (1)   General.............................................................................................30
        (2)   Elections from Profit Sharing Amount................................................................30
        (3)   Limitations.........................................................................................31
        (4)   Catch-Up Contributions..............................................................................31
     (c)     Changes in Elections.................................................................................31
     (d)     Vesting..............................................................................................32
   3.2    Corporation Contributions...............................................................................32


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     (a)     Matching Contributions...............................................................................32
     (b)     Discretionary Matching Contributions.................................................................32
     (c)     Limitation...........................................................................................32
     (d)     Vesting..............................................................................................33
   3.3    Rollover Contributions From Other Qualified Plans.......................................................33
     (a)     Rollover Contributions...............................................................................33
        (1)   Director Rollovers..................................................................................33
        (2)   Participant Rollover Contributions from Other Plans.................................................34
        (4)   Participant Rollover Contributions from IRAs........................................................34
     (b)     Vesting..............................................................................................34
     (c)     Withdrawals..........................................................................................35

ARTICLE IV - INVESTMENT FUNDS.....................................................................................35
   4.1    Investment of Participant Contributions.................................................................35
     (a)     Participant Direction of Investment..................................................................35
     (b)     Account Transfers....................................................................................35
     (c)     Transfers Between Investment Options.................................................................36
   4.2    Investment of Corporation Contributions.................................................................37
   4.3    Investment of Income received on Participant and Corporation Contributions..............................37
   4.4    American Axle Stock Fund................................................................................37
     (a)     Acquisition of Stock.................................................................................37
     (b)     Information to Fund Holders..........................................................................38
     (c)     Voting Rights........................................................................................38
     (d)     Confidentiality......................................................................................38
     (e)     Named Fiduciary......................................................................................38

ARTICLE V - PAYMENT OF BENEFITS...................................................................................39
   5.1    Vesting.................................................................................................39
   5.2    Payment of Benefits Upon Termination of Employment......................................................39
     (a)     Available Accounts...................................................................................39
     (b)     Time of Payment......................................................................................39
     (c)     Method of Payment....................................................................................41
        (1)   Method..............................................................................................41
          (A) Lump Sum Option.....................................................................................41
          (B) Installment Option..................................................................................41
             (i)    Minimum Annual Installment....................................................................42
             (ii)   Life Expectancy...............................................................................42
             (iii)  Continuing Elections..........................................................................42
             (iv)   Elimination of Installment Option.............................................................43
        (2)   Cash or Stock.......................................................................................43
          (A) Mutual and Trusteed Funds...........................................................................43
          (B) American Axle Stock Fund............................................................................43
        (3)   Direct Rollover Option:.............................................................................44
          (A) Direct Rollover.....................................................................................44
             (i)    Distributee Other Than Participant or Spouse..................................................44
             (ii)   Former Spouse as Distributee..................................................................44
             (iii)  QDRO..........................................................................................44
             (iv)   Requirements of Administrator.................................................................45
             (v)    Failure to Elect..............................................................................45
             (iv)   Partial Direct Rollover.......................................................................45


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             (vii)  Number of Plans...............................................................................45
             (viii)  Distributions of Less Than $200..............................................................45
             (ix)   Revocation of Election........................................................................45
             (x)    Hardship Distribution.........................................................................46
             (xi)   Offset Amount.................................................................................46
          (B) Information To Distributee..........................................................................46
          (C) Definitions.........................................................................................46
             (i)    Annuity Starting Date.........................................................................46
             (ii)   Election Period...............................................................................46
             (iii)  Eligible Retirement Plan......................................................................47
             (iv)   Eligible Rollover Distribution................................................................47
               (a)    401(a)(9) Distributions.....................................................................47
               (b)    Post-Tax Contributions......................................................................47
               (c)   401(k)/415 Limitations.......................................................................47
               (d)    401(k) and 401(m) Corrective Distributions..................................................48
               (e)    Loans.......................................................................................48
             (v)    Individual Retirement Plan....................................................................48
             (vi)   Qualified Plan................................................................................48
          (D) Direct Rollover Option for Distributions Made After December 31, 2001...............................49
             (i)    Modification of Definition of Eligible Retirement Plan........................................49
             (ii)   Modification of Definition of Eligible Rollover Distribution to Exclude Hardship Distributions49
             (iii)  Modification of Definition of Eligible Rollover Distribution to Include After-Tax Employee
             Contributions........................................................................................50
     (d)     Latest Payment Date..................................................................................50
        (1)   Requirements of Code Section 401(a)(14).............................................................50
          (A) Normal Retirement Age...............................................................................50
          (B) Tenth Anniversary...................................................................................51
          (C) Termination of Employment...........................................................................51
        (2)   Incidental Benefit Rule.............................................................................51
        (3)   Retroactive Payment.................................................................................51
        (4)   Requirements of Code Section 401(a)(9)..............................................................51
        (5)   Distributions to Comply with Proposed Regulations...................................................52
     (e)     Distribution Upon Separation From Employment.........................................................53
   5.3    Withdrawals from After-Tax Account While Actively Employed..............................................53
     (a)     Withdrawal...........................................................................................53
     (b)     Loan Limitation......................................................................................53
     (c)     Irrevocability.......................................................................................53
   5.4    Withdrawals from 401(k) Account While Actively Employed.................................................53
     (a)     Withdrawals from 401(k) Account......................................................................53
     (b)     Hardship Withdrawals.................................................................................54
     (c)     Determination of Hardship............................................................................54
     (d)     Limitation of Future Contributions...................................................................54
     (e)     Withdrawals at Age 59-1/2............................................................................55
     (f)     Loan Limitation......................................................................................55
     (g)     Irrevocability.......................................................................................55
   5.5    Death Benefits..........................................................................................56
     (a)     Designation of Beneficiaries.........................................................................56
        (1)   Married Participants................................................................................56
        (2)   Single Participants.................................................................................56


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     (b)     Amount Payable.......................................................................................57
     (c)     Date of Payment......................................................................................57
        (1)   Lump Sum............................................................................................57
        (2)   Installments........................................................................................58
   5.6    Loans...................................................................................................58
     (a)     Loans................................................................................................58
     (b)     Maximum Loans........................................................................................58
        (1)  $50,000..............................................................................................59
        (2)  One-half of Account..................................................................................59
     (c)     Minimum Loans........................................................................................59
     (d)     Term.................................................................................................59
     (e)     Interest Rate........................................................................................59
     (f)     Security.............................................................................................59
     (g)     Frequency............................................................................................59
     (h)     Maximum Number of Loans..............................................................................60
     (i)     Participant's Documentation..........................................................................60
     (j)      Liquidation of Accounts.............................................................................60
     (k)     Repayment............................................................................................60
     (l)     Layoff or Unpaid Leave...............................................................................61
     (m)      Accrual of Earnings.................................................................................61
     (n)     Payment on Termination...............................................................................61
     (0)     Default..............................................................................................62
     (p)     Distribution.........................................................................................62
     (q)     Administrator's Discretion...........................................................................62
     (q)     Military Leave.......................................................................................63
   5.7    Forfeitures and Reinstatement of Forfeited Amounts......................................................63
     (a)     Forfeitures..........................................................................................63
     (b)     Restoration of Account...............................................................................63
   5.8    Undeliverable Assets....................................................................................63

ARTICLE VI - TRUST FUND...........................................................................................64
   6.1    General.................................................................................................64
   6.2    Investment by Trustee...................................................................................64
     (a)     Mutual Funds.........................................................................................64
     (b)     Trusteed Fund........................................................................................64
     (c)     American Axle Stock Fund.............................................................................65
     (d)     Loans................................................................................................65
     (e)     Other Funds..........................................................................................65

ARTICLE VII - Limitations ON CONTRIBUTIONS........................................................................65
   7.1    Limitations On Corporation Contributions................................................................65
   7.2    Salary Reduction........................................................................................66
     (a)     Amendment by Participant.............................................................................67
     (b)     Amendment by Employer................................................................................67
     (c)     Distribution of Excess Deferrals.....................................................................67
   7.3    Return of Contributions.................................................................................68
   7.4    Maximum Benefit.........................................................................................68
     (a)     Plan Years Beginning Before January 1, 2002..........................................................68
        (1)   Dollar Limitation...................................................................................68
        (1)   Percentage..........................................................................................68


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     (b)     Plan Years Beginning January 1, 2002 and Thereafter..................................................69
     (c)     Coordination With Other Plans........................................................................69
     (d)     Definitions..........................................................................................69
        (1)   Annual Addition.....................................................................................69
        (2)   Defined Benefit Plan Fraction.......................................................................70
        (3)   Defined Contribution Plan Fraction..................................................................71
        (4)   Limitation Year.....................................................................................72
   7.5    Actual Deferral Percentage..............................................................................72
     (a)     Actual Deferral Percentage Test......................................................................73
        (1)   1.25................................................................................................73
        (2)   2.00................................................................................................73
     (b)     Actual Deferral Percentage...........................................................................73
     (c)     Highly Compensated Employee..........................................................................73
     (d)     Aggregation..........................................................................................74
     (e)     Adjustment and Disbursement of Excess Amounts........................................................74
     (f)     Alternative Testing Methods..........................................................................76
   7.6    Contribution Percentage Test............................................................................76
     (a)     Contribution Percentage Test.........................................................................76
        (1)   1.25................................................................................................77
        (2)   2.00................................................................................................77
     (b)     Contribution Percentage..............................................................................77
     (c)     Highly Compensated Employees.........................................................................78
     (d)     Aggregation..........................................................................................78
     (e)     Distribution of Excess Aggregate Contributions.......................................................78
     (f)     Excess Aggregate Contributions.......................................................................80
     (g)     Method of Distributing Excess Contributions..........................................................80
     (h)     Order of Adjustments.................................................................................80
     (i)     Alternative Testing Methods..........................................................................81
   7.7    Restrictions on Multiple Use of Alternative Limitations.................................................81
   7.8    Suspense Account........................................................................................82

ARTICLE VIII - OTHER PROVISIONS OF THE PLAN.......................................................................84
   8.1    Amendment, Modification, Suspension, or Termination.....................................................84
   8.2    Merger or Consolidation.................................................................................84
   8.3    Distribution Upon Plan Termination......................................................................84
   8.4    Distribution Upon Sale of Subsidiary or Corporation Assets..............................................85
   8.5    Corporation Contributions Not Vested....................................................................85
   8.6    Non-Alienation:  Domestic Relations Orders..............................................................85

ARTICLE IX TOP HEAVY..............................................................................................86
   9.1    Top-Heavy Provisions....................................................................................86
   9.2    Definitions.............................................................................................86
     (a)     Aggregation Group....................................................................................86
     (b)     Cumulative Account...................................................................................87
     (c)     Cumulative Accrued Benefit...........................................................................87
     (d)     Determination Date...................................................................................87
     (e)     Key Employee.........................................................................................87
     (f)     Valuation Date.......................................................................................88
   9.3    Vesting.................................................................................................88
   9.4    Minimum Contributions...................................................................................88


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     (a)     Top-Heavy Contribution...............................................................................88
        (1)   3%..................................................................................................88
        (2)   Percentage..........................................................................................88
          (A) Aggregation of Plans................................................................................88
          (B) Minimum Benefit in Defined Benefit Plan.............................................................88
     (b)     Contributions Disregarded............................................................................88
     (c)     Eligible Participants................................................................................89
     (d)     Top Heavy Minimum in Defined Benefit Plan............................................................89
   9.5    Top-Heavy Plans.........................................................................................89
   9.6    Determination of Top Heaviness..........................................................................90
     (a)     Non-Aggregation......................................................................................90
     (b)     Aggregation..........................................................................................90
     (c)     Permissive Aggregation...............................................................................90
   9.7    Calculation of \Top-Heavy\ Ratios.......................................................................90
   9.8    Determination of Super Top Heaviness....................................................................91
   9.9    Cumulative Accounts and Cumulative Accrued Benefits.....................................................91
   9.10      Determination of Top Heavy Status After December 31, 2001............................................91
     (a)     Determination of Top-Heavy Status....................................................................91
        (1)   Key Employee........................................................................................91
        (2)   Determination of Present Values and Amounts.........................................................92
          (A) Distributions During Year Ending on the Determination Date..........................................92
          (B) Employees Not Performing Services During Year Ending on the Determination Date......................93
          (C) Matching Contributions..............................................................................93
     (b)     Top-Heavy Rules Inapplicable.........................................................................93

Article X ADMINISTRATION OF PLAN..................................................................................94
   10.1      Management Investment Committee......................................................................94
     (a)     Appointment and Removal of Committee.................................................................94
     (b)     Decisions by Committee...............................................................................94
     (c)     Authority............................................................................................94
        (1)   Trustee.............................................................................................94
        (2)   Investment Managers.................................................................................95
        (3)   Mutual Fund Company.................................................................................95
        (4)   Investment Options..................................................................................95
        (5)   Investment Policy...................................................................................96
        (6)   Investment Performance..............................................................................96
        (7)   Compliance..........................................................................................96
   10.2      Management Benefits Committee........................................................................97
     (a)     Appointment and Removal of Committee.................................................................97
     (b)     Decisions by Committee...............................................................................97
     (c)     Authority............................................................................................97
        (1)   Third Party Administrators..........................................................................97
        (2)   Compliance..........................................................................................98
        (3)   Discretionary Authority.............................................................................98
        (4)   Plan Amendments.....................................................................................98
        (5)   Adoption of Plan....................................................................................99
   10.3      Administrator........................................................................................99
     (a)     Reporting and Disclosure.............................................................................99
     (b)     Testing..............................................................................................99


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     (c)     Procedures and Forms................................................................................100
     (d)     Advisors............................................................................................100
     (e)     Claims..............................................................................................100
     (f)     Payment of Benefits.................................................................................100
     (g)     Qualified Domestic Relations Orders.................................................................100
     (h)     Plan Records........................................................................................100
   10.4      Compensation........................................................................................100
   10.5      Agent for Service of Process........................................................................100
   10.6      Indemnification.....................................................................................101
   10.7      Standards of Conduct................................................................................101
     (a)     Prudence............................................................................................101
     (b)     Exclusive Benefit...................................................................................101
     (c)     Plan Documents......................................................................................102
     (d)     Prohibited Transactions.............................................................................102
   10.8      Bonding.............................................................................................102
   10.9      Claims Procedure....................................................................................102
     (a)     Filing of Claim.....................................................................................102
     (b)     Appeal Procedure....................................................................................103


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104


                               RESTATEMENT OF THE
                       AMERICAN AXLE & MANUFACTURING, INC.
                              SALARIED SAVINGS PLAN

         American Axle & Manufacturing, Inc., hereby restates the American Axle
& Manufacturing, Inc. Salaried Savings Plan for the benefit of its eligible
employees. The purpose of the American Axle & Manufacturing, Inc. Salaried
Savings Plan is to facilitate the accumulation of savings by eligible employees.

         The effective date of the Plan shall be March 1, 1994. The effective
date of this restatement shall, except as specifically provided to the contrary
herein, be January 1, 1999. The benefits due an individual under the Plan shall
be determined based on the provisions of the Plan in effect on the date he or
she separated from the service of the Corporation or an Affiliated Employer and,
except as otherwise specifically provided herein, or as required by law, shall
not be affected by any subsequent amendment to the Plan.

                                    ARTICLE I
                               DEFINITION OF TERMS

         The following words and phrases shall have the meanings specified below
unless the context in which the word or phrase appears reasonably requires a
broader, narrower, or different meaning.

         In the text, singular terms include the plural when applicable.

         The terms defined herein are capitalized in the text which follows:

         1.1 ACCOUNT. The term "Account" or "Accounts" shall mean the assets
credited to a Participant in the trust fund established under this Plan and
shall include the Participant's After-Tax, 401(k), Matching and Rollover
Accounts.

   12

         1.2 ACT. The term "Act" shall mean the Employee Retirement Income
Security Act of 1974, as amended. Reference to a section of the Act shall
include that section and any comparable section or sections of any future
legislation that amends, supplements or supersedes said section.

         1.3 ACTUAL DEFERRAL PERCENTAGE. The term "Actual Deferral Percentage"
shall have the meaning set forth in Section 7.5(b).

         1.4 ADMINISTRATOR. The term "Administrator" shall mean the Corporation
as set forth in Section 10.3.

         1.5 AFFILIATED EMPLOYER. The term "Affiliated Employer" means the
Corporation and (i) any corporation which is a member of a controlled group of
corporations (as defined in Code Section 414(b)) which includes the Corporation,
(ii) any trade or business (whether or not incorporated) which is under common
control (as defined in Code Section 414(c)) with the Corporation, (iii) any
organization (whether or not incorporated) which is a member of an affiliated
service group (as defined in Code Section 414(m)) which includes the
Corporation, and (iv) any other entity required to be aggregated with the
Corporation pursuant to Regulations under Code Section 414(o).

         1.6 AGGREGATION GROUP. The term "Aggregation Group" shall have the
meaning set forth in Section 9.2.(a).

         1.7 AFTER-TAX ACCOUNT. The term "After-Tax Account" shall mean the
bookkeeping account to which shall be allocated an Employee's After-Tax
contributions made to this Plan pursuant to Section 3.1(a) plus earnings,
losses, expenses, appreciation and depreciation on said contributions.

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         1.8 AMERICAN AXLE STOCK. Effective October 1, 2001, the term "American
Axle Stock" shall mean the $0.01 par value common stock of American Axle &
Manufacturing Holdings, Inc.

         1.9 AMERICAN AXLE STOCK FUND. Effective October 1, 2001, the term
"American Axle Stock Fund" shall mean a fund invested only in American Axle
Stock.

         1.10 ANNUAL ADDITION. The term "Annual Addition" shall have the meaning
set forth in Section 7.4(d)(1).

         1.11 ANNUAL EARNINGS BASE. The term "Annual Earnings Base" shall mean
the Eligible Salary equivalent for certain Employees who are compensated wholly,
or in part, on a commission basis determined under rules established from time
to time by the Benefits Committee.

         1.12 ANNUITY STARTING DATE. The term "Annuity Starting Date" shall have
the meaning set forth in Section 5.2(c)(3)(C)(i).

         1.13 BREAK IN SERVICE. The term "Break in Service" shall mean any
Vesting Computation Period, as defined in Section 1.19(b), during which a
Participant has not completed more than 375 Hours of Service.

         1.14 CODE. The term "Code" shall mean 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 said section.

         1.15 COMPENSATION. Effective for Plan Years beginning January 1, 1997,
and thereafter, the term "Compensation" shall mean wages within the meaning of
Code Section 3401(a) and all other payments of remuneration to an Employee by
the

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Corporation (in the course of the Corporation's trade or business) for which
the Corporation is required to furnish the Employee a written statement under
Code Section 6401(d), 6051(a)(3), and 6052. Compensation shall include any
elective deferrals as defined in Code Section 402(g)(3), and any amount which is
contributed or deferred by the Corporation at the election of the Employee and
which is not includible in the gross income of the Employee by reason of Code
Sections 125, 132(f)(4), or 457. For purposes of applying the limitations of
this Section, Compensation for a Limitation Year is the Compensation actually
paid or includible in gross income during such limitation year. Effective
January 1, 1997, the family aggregation rules of Code Sections 401(a)(17)(A) and
414(q)(6) shall not apply to the determination of Compensation.

         1.16 COMPENSATION COMMITTEE The term "Compensation Committee" shall
mean the Compensation Committee of the Board of Directors of the Corporation.

         1.17 CONTRIBUTION PERCENTAGE. The term "Contribution Percentage" shall
have the meaning set forth in Section 7.6(b).

         1.18 CORPORATION. The term "Corporation" shall mean American Axle &
Manufacturing, Inc.

         1.19 CREDITED SERVICE. The term "Credited Service" or "Year of Credited
Service" shall mean that period of Service with the Corporation as defined
hereunder.

              (A) YEAR OF CREDITED SERVICE. The term "Year of Credited Service"
         shall mean a 12 consecutive month period during which an employee of
         the Corporation is credited with not less than 750 Hours of Service.
         Employment at either the beginning or end of the computation period
         shall not be determinative of whether a Year of Credited Service has
         been completed, a Year of Credited

                                       4
   15


         Service having been completed if the employee has been credited with
         750 Hours of Service or more at any time during the computation period.

              (B) VESTING COMPUTATION PERIOD. The term "Vesting Computation
         Period" means the 12 month period used to determine whether an Employee
         has completed a Year of Credited Service for vesting purposes. The
         initial Vesting Computation period shall begin on the Employees'
         employment commencement date (the date on which he or she first
         performs an Hour of Service) and each subsequent Vesting Computation
         Period shall commence on the anniversary of the Employee's employment
         commencement date.

              (C) YEARS OF CREDITED SERVICE FOR VESTING. For purposes of
         computing a Participant's vested interest in the Plan, Service shall be
         measured pursuant to the Vesting Computation Period. In computing a
         Participant's Years of Credited Service for purposes of computing a
         Participant's vested interest in his or her Accounts, all of the
         Participant's Years of Credited Service, including Years of Credited
         Service with a Predecessor Corporation or an Affiliated Employer shall
         be taken into account except:

                   (1) EFFECTIVE DATE. Years of Credited Service prior to the
              Effective Date of this restatement if such Years of Credited
              Service would have been disregarded under the rules of the Plan
              with regard to Breaks in Service as in effect prior to the
              Effective Date of this restatement.

                   (2) AGE. Service rendered prior to attaining 18 years of age
              shall be disregarded in determining a Participant's Years of
              Credited Service.

                                       5
   16

                   (3) BREAKS IN SERVICE.

                        (A) WAITING PERIOD. If any Participant has a Break in
                   Service, Years of Credited Service prior to such Break in
                   Service shall not be taken into account until he or she has
                   completed a Year of Credited Service after his or her return
                   to employment with the Corporation.

                        (B) APPLICATION OF POST-BREAK SERVICE TO PRE-BREAK
                   ACCOUNT. If any Participant has five consecutive one year
                   Breaks in Service, Years of Credited Service after such five
                   year period shall not be taken into account for purposes of
                   determining his or her nonforfeitable percentage of his or
                   her Matching Account which accrued before such five year
                   period.

                        (C) APPLICATION OF PRE-BREAK SERVICE TO POST-BREAK
                   ACCOUNT. If a Participant has a Break in Service, and if at
                   the time such Break in Service occurs, the Participant has no
                   vested interest in his or her Matching Account, Years of
                   Credited Service prior to such Break in Service shall not be
                   taken into account if the number of consecutive one year
                   Breaks in Service equals or exceeds the greater of:

                             (I) five; or

                             (II) the aggregate number of Years of Service
                        before said Break in Service.

                                        6
   17


                   (D)  APPROVED ABSENCES.

                        (1) COMPENSABLE DISABILITY LEAVE OF ABSENCE. All periods
                   of absence prior to an employee's retirement or termination
                   of employment, whichever is earlier, under a compensable
                   Disability Leave of Absence shall be counted for purposes of
                   determining a Participant's Years of Credited Service. A
                   Participant shall be credited with a Year of Credited Service
                   for each year of such absence or a proportionally lesser
                   number of hours for a period of time less than one year. The
                   term "compensable Disability Leave of Absence" means an
                   absence from work because of occupational injury or disease
                   incurred in the course of employment with the Corporation and
                   on account of which absence the employee receives Workers'
                   Compensation while on an approved leave of absence.

                        (2) LAYOFF OR NONCOMPENSABLE DISABILITY LEAVE OF
                   ABSENCE. All periods of absence prior to an employee's
                   retirement or termination of employment, whichever is
                   earlier, under a layoff or an approved noncompensable
                   Disability Leave of Absence (a Leave of Absence due to
                   disability which is not compensable under Workers'
                   Compensation) shall be counted for purposes of determining a
                   Participant's Years of Credited Service provided the employee
                   receives Compensation for periods totaling at least one month
                   during such calendar year, and provided, further, that if
                   such layoff or noncompensable Disability Leave of Absence
                   commences in a calendar year and continues after that year,
                   Credited Service shall be granted for each calendar month of
                   such absence, not to

                                       7
   18



                   exceed 11 months of credit for all such absences related to
                   receipt of such Compensation from the Corporation in the
                   first year. An employee who is laid-off and whose first day
                   of absence due to such layoff is the first regularly
                   scheduled work day in January shall be deemed to have been
                   laid-off on December 31 of the year in which he or she last
                   worked. An employee who returns to work and receives pay for
                   a period of less than one month and who thereafter returns to
                   such layoff or noncompensable Disability Leave of Absence
                   shall not be disqualified solely because of the receipt of
                   such pay from receiving any such credit for which he or she
                   otherwise would be eligible hereunder.

                        (3) COLLECTIVE BARGAINING AGREEMENTS. All periods of
                   absence while on an approved leave of absence as provided for
                   in certain collective bargaining agreements pursuant to such
                   policies and rules as may be established by the Corporation
                   shall be counted in determining a Participant's Years of
                   Credited Service.

                        (4) MATERNITY OR PATERNITY ABSENCES. Solely for purposes
                   of determining whether a Break in Service for vesting
                   purposes has occurred in a computation period, an individual
                   who is absent from work for maternity or paternity reasons,
                   or on a leave granted pursuant to the Family and Medical
                   Leave Act of 1993, shall receive credit for the Hours of
                   Service which would otherwise have been credited to such
                   individual but for such absence, or in any case in which such
                   Hours of Service cannot be determined, eight Hours of Service
                   per working day of such absence. For


                                        8
   19


                   purposes of this Section 1.19(d)(4), an absence from work for
                   maternity or paternity reasons means an absence (i) by reason
                   of the pregnancy of the individual, (ii) by reason of a birth
                   of a child of the individual, (iii) by reason of the
                   placement of a child with the individual in connection with
                   the adoption of such child by such individual, or (iv) for
                   purposes of caring for such child for a period beginning
                   immediately following such birth or placement. The Hours of
                   Service credited under this Section shall be credited (i) in
                   the computation period in which the absence begins if the
                   crediting is necessary to prevent a Break in Service in that
                   period, or (ii) in all other cases, in the following
                   computation period. The total number of hours treated as
                   Hours of Service under this Section 1.19(d)(4) shall not
                   exceed 501 hours. No credit shall be given pursuant to this
                   Section 1.19(d)(4) unless the individual furnishes to the
                   Administrator such timely information as the Administrator
                   may reasonably require to establish that the absence from
                   work is for reasons referred to in this Section 1.19(d)(4)
                   and to establish the number of days for which there was such
                   an absence.

                        (5) REEMPLOYED VETERANS. Effective for individuals
                   reemployed on or after December 12, 1994:

                             (A) "UNIFORMED SERVICES" means the Armed Forces of
                        the United States, the Army National Guard and the Air
                        National Guard when engaged in active duty for training,
                        inactive duty training, or full-time National Guard
                        duty, the commissioned corps


                                       9
   20


                        of the Public Health Service, and any other category of
                        persons designated by the President in time of war or
                        emergency.

                             (B) "SERVICE IN A UNIFORMED SERVICE" means the
                        performance of duty on a voluntary or involuntary basis
                        in Uniformed Service, including active duty, active duty
                        for training, initial active duty for training, inactive
                        duty for training, full-time National Guard duty and any
                        period of examination to determine a person's fitness
                        for such duty.

                             (C) REEMPLOYED VETERANS. Any employee absent from a
                        position of employment with the Corporation by reason of
                        Service in a Uniformed Service, who returns to
                        employment with the Corporation during such period of
                        time as his or her reemployment rights are protected as
                        a matter of law, as provided in 38 U.S.C. ss. 4312,
                        shall:

                                  (I) BREAKS IN SERVICE. Not be treated as
                             having incurred a Break in Service by reason of
                             Service in the Uniformed Services.

                                  (II) RECOGNITION OF SERVICE. Upon
                             reemployment, have his or her period of Service in
                             the Uniformed Services treated as Service with the
                             Corporation for purposes of participation, vesting
                             and benefit accrual.

                                  (III) CORPORATION FUNDING OBLIGATION. Except
                             as provided in subparagraph (iv) below, the
                             Corporation shall

                                       10
   21


                             be liable to the Plan for the funding of any
                             benefit accrued during such individual's period of
                             Service in the Uniformed Services. The amount of
                             the Corporation contribution shall be allocated in
                             the same manner, and to the same extent, as for
                             other employees during such service period. Such
                             contribution shall be allocated to the
                             Participant's Account but neither earnings on such
                             Account, nor forfeitures, shall be included in the
                             amount of the Corporation contribution.

                                  (IV) EMPLOYEE FUNDING OBLIGATION. Be entitled
                             to a Matching Contribution only to the extent such
                             individual makes After-Tax Employee contributions,
                             or Before-Tax 401(k) contributions, to the Plan.
                             The payments by the reemployed veteran may not
                             exceed the amount that he or she would have been
                             permitted to contribute had he or she remained
                             continuously employed by the Corporation during the
                             period of Service in the Uniformed Services. Such
                             payments to the Plan may be made over a period
                             beginning with the date of his or her reemployment
                             and extending for a period equal to three times the
                             period of his or her Service in the Uniformed
                             Services, not to exceed five years.

                                  (D) ELIGIBLE SALARY. For purposes of computing
                             the Corporation's liability to the Plan for the
                             amount of the reemployed veteran's contributions,
                             Eligible Salary during

                                       11
   22

                             such person's period of Service in the Uniformed
                             Services shall be deemed to be equal to:

                                       (I) the rate of pay that the employee
                                  would have received but for his or her period
                                  of Service in the Uniformed Services; or

                                       (II) if the rate of pay cannot be
                                  reasonably determined, such employee's average
                                  rate of Eligible Salary during the 12 months
                                  (or shorter period, if applicable) immediately
                                  preceding the period of service in the
                                  Uniformed Services.

                             (E) LIMITATIONS REGARDING MAKE-UP CONTRIBUTIONS.
                        Additional After-Tax, Before-Tax 401(k), and Matching
                        contributions are exempt as make-up contributions from
                        the nondiscrimination, coverage, minimum participation
                        and top-heavy rules. Make-up contributions may not
                        exceed the aggregate amount of contributions that would
                        have been permitted under the applicable limits for the
                        year for which the make-up contributions are made if the
                        individual had continued to be employed by the
                        Corporation during the period of Service in the
                        Uniformed Services.

                        (E) EQUIVALENCIES BASED ON PERIODS OF EMPLOYMENT. For
                   purposes of determining the Hours of Service to be credited
                   pursuant to Section 1.19(d), and in all other instances in
                   which the Plan is unable to calculate the exact number of
                   hours worked by an Employee, an Employee shall be credited
                   with 45
                                       12

   23


                   Hours of Service for each week for which the Employee is
                   otherwise credited with an Hour of Service. If the week
                   described in the preceding sentence extends into two
                   computation periods, the Hours of Service shall be allocated
                   between the two computation periods on a pro rata basis.


                        (F)  TRANSITION EMPLOYEES.

                             (1) A Transition Employee's credited service under
                        the General Motors Retirement Program for Salaried
                        Employees, as provided in Section 1.56, as of March 1,
                        1994, shall be recognized under this Plan for vesting
                        purposes.

                             (2) If a Transition Employee worked for both the
                        Corporation and General Motors during any Plan Year, his
                        or her combined credited service under both plans cannot
                        exceed one year; and his or her credited service shall
                        be adjusted to the extent necessary to conform to this
                        limitation.

                   1.20 CUMULATIVE ACCOUNT. The term "Cumulative Account" shall
              have the meaning set forth in Section 9.2(b).

                   1.21 CUMULATIVE ACCRUED BENEFIT. The term "Cumulative Accrued
              Benefit" shall have the meaning set forth in Section 9.2(c).

                   1.22 CURRENT MARKET VALUE. The term "Current Market Value"
              shall mean:

                        (A) MUTUAL FUNDS. For assets attributable to Mutual
                   Funds, the unit value as determined by the Mutual Fund
                   Company sponsoring or maintaining the Mutual Fund.

                                       13
   24


                        (B) TRUSTEED FUNDS. For assets attributable to any fund
                   maintained by the Trustee, the unit value as determined by
                   the Trustee.

                        (C) AMERICAN AXLE STOCK FUND. Effective October 1, 2001,
                   for assets attributable to the American Axle Stock Fund, the
                   value as determined by the open market as traded on a
                   national securities exchange.

                   1.23 DATE OF VALUATION. The term "Date of Valuation" shall
              mean any day on which the New York Stock Exchange is open for
              trading.

                   1.24 DETERMINATION DATE. The term "Determination Date" shall
              have the meaning set forth in Section 9.2(d).

                   1.25 ELECTION PERIOD. The term "Election Period" shall have
              the meaning set forth in Section 5.2(c)(3)(C)(ii).

                   1.26 ELIGIBLE RETIREMENT PLAN. The term "Eligible Retirement
              Plan" shall have the meaning set forth in Section 5.2(c)(3).

                   1.27 ELIGIBLE ROLLOVER DISTRIBUTION. The term "Eligible
              Rollover Distribution" shall have the meaning set forth in Section
              5.2(c)(3)(C)(iv).

                   1.28 ELIGIBLE SALARY. The term "Eligible Salary" shall mean:

                        (A) SALARY. For Employees, other than those compensated
                   wholly or in part on a commission basis, regular base salary
                   during such period or periods as the Employee is eligible to
                   accumulate savings in the Plan. The term shall not include
                   commissions, drawing accounts, bonuses, overtime and night
                   shift payments, seven-day operation premiums, or any other
                   special payments, fees, awards, and allowances.

                                       14
   25


                        (B) COMMISSION. For Employees compensated wholly, or in
                   part, on a commission basis, during such period or periods as
                   the Employee is eligible to accumulate savings in the Plan,
                   the greater of (i) regular base salary or (ii) an Annual
                   Earnings Base, or a pro rata portion thereof with respect to
                   any period or periods of eligibility of less than a year.

                        (C) DISABILITY. For Employees on a Corporation-approved
                   disability leave of absence, the salary continuation
                   payments.

                        (D) ELECTIVE DEFERRALS. The term "Eligible Salary" shall
                   include the amount of Before-Tax 401(k) contributions,
                   amounts excludable from income under Code Section 132(f)(4)
                   and amounts contributed to the Flexible Compensation Program,
                   but not any amounts contributed pursuant to Section
                   3.1(b)(2).

                        (E) MAXIMUM LIMITATION. In no event may Eligible Salary
                   and the Compensation taken into account for purposes of the
                   discrimination test in Sections 7.5 and 7.6 exceed $150,000
                   per year, as adjusted under relevant law and Treasury
                   Regulations for Plan Years prior to January 1, 2002.
                   Effective January 1, 2002, the annual Eligible Salary of each
                   Participant taken into account in determining allocations and
                   the Compensation taken into account for purposes of the
                   discrimination tests in Sections 7.5 and 7.6 shall not exceed
                   $200,000, as adjusted for cost-of-living increases in
                   accordance with section 401(a)(17)(B) of the Code. Annual
                   Eligible Salary or Compensation means Eligible Salary or
                   Compensation during the Plan Year or such other consecutive
                   12-month period over which Eligible Salary or Compensation is
                   otherwise

                                       15
   26



                   determined under the Plan (the determination period). The
                   cost-ofs-living adjustment in effect for a calendar year
                   applies to annual Eligible Salary or Compensation for the
                   determination period that begins with or within such calendar
                   year.

                        (F) FAMILY AGGREGATION RULES. Effective January 1, 1997,
                   the family aggregation rules of Code Sections 401(a)(17)(A)
                   and 414(q)(6) shall not apply to the determination of
                   Eligible Salary.

                   1.29 EMPLOYEES.

                        (A) GENERAL DEFINITION. The term "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. Employees classified as Part-Time
                   Employees or as Flexible Service Employees by the Corporation
                   who are compensated by salary or by commission or partly by
                   salary and partly by commission, shall be regarded as
                   Employees, provided they are eligible to accumulate Credited
                   Service in accordance with this Plan.

                        (B) CONTROLLED GROUP EMPLOYEES. The term "Employees"
                   shall not include employees of Affiliated corporations;
                   provided, however, that service with

                                       16
   27


                   any such entity shall, if such an individual later becomes an
                   Employee, be counted under this Plan for eligibility and
                   vesting purposes.

                        (C) LEASED EMPLOYEES. The term "Employees" shall not
                   include any Leased Employee or any individual classified as a
                   Leased Employee by the Corporation. A Leased Employee shall,
                   for the Plan years beginning January 1, 1997 and thereafter,
                   mean any person who, pursuant to an agreement between the
                   Corporation and any other person ("leasing organization") has
                   performed services for the Corporation (or for the
                   Corporation and related persons determined in accordance with
                   Code Section 414(n)(6)) on a substantially full time basis
                   for a period of at least one year, and, effective January 1,
                   1997, such services are performed under the primary direction
                   or control of the Corporation. Contributions or benefits
                   provided a Leased Employee by the leasing organization which
                   are attributable to services performed for the Corporation
                   shall be treated as provided by the Corporation. A Leased
                   Employee shall not be considered an employee of the
                   Corporation if (i) such employee is covered by a money
                   purchase pension plan providing (A) a nonintegrated employer
                   contribution rate of at least ten percent of Compensation,
                   (B) immediate participation and (C) full and immediate
                   vesting, and (ii) Leased Employees do not constitute more
                   than 20% percent of the Corporation's Non-Highly Compensated
                   workforce. If a Leased Employee later becomes an Employee,
                   service as a Leased Employee shall be counted under this Plan
                   for eligibility and vesting purposes.

                                       17
   28

                        (D) 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 were the subject of good faith bargaining
                   and so long as the collective bargaining agreement does not
                   expressly provide for participation in this Plan. If, as the
                   result of the bargaining process, union employees become
                   eligible to participate in this Plan, such employees shall
                   cease to be eligible for participation in this Plan at such
                   other time as may be specified in such collective bargaining
                   agreement. If such collective bargaining agreement expires or
                   is terminated, and the employee remains a represented
                   employee, such employee shall continue to be ineligible for
                   participation in this Plan during the period required to
                   conclude a new collective bargaining agreement unless the
                   Corporation shall direct to the contrary. If a Union Employee
                   later becomes an Employee, service as a Union Employee shall
                   be counted under this Plan for eligibility and vesting
                   purposes.

                        (E) 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.

                        (F) INDEPENDENT CONTRACTORS. The term "Employees" shall
                   not include any individual classified by the Corporation as
                   an independent contractor regardless of any later
                   classification or reclassification of any such person as a
                   common law employee of the Corporation.

                                       18
   29

                   1.30 FINANCIAL HARDSHIP. The term "Financial Hardship" shall
              mean a reason given by a Participant when applying for a
              withdrawal from his or her 401(k) Account before age 59-1/2 which
              indicates the withdrawal is (i) necessary to meet immediate and
              heavy financial needs of the Participant, (ii) for an amount
              required to meet the immediate financial need created by the
              hardship, and (iii) for an amount that is not reasonably available
              from other resources of the Participant. The reason must be
              permitted under existing Internal Revenue Service regulations and
              rulings and must be acceptable to the Named Fiduciary or its
              delegate for a reason, limited to:

                        (A) CONSTRUCTION PRINCIPAL RESIDENCE. Purchase or
                   construction (excluding mortgage payments) of the
                   Participant's principal residence;

                        (B) EVICTION OR FORECLOSURE PRINCIPAL RESIDENCE. Payment
                   to prevent foreclosure on the Participant's principal
                   residence or to prevent eviction from the Participant's
                   principal residence;

                        (C) TUITION. Payment of tuition, related educational
                   fees and room and board expenses for the next 12 months of
                   post-secondary education for a Participant or a Participant's
                   dependent; or

                        (D) MEDICAL EXPENSE. Payment of medical expenses
                   previously incurred or necessary to obtain medical care for a
                   Participant, a Participant's spouse, or a Participant's
                   dependents.

                   1.31 401(K) ACCOUNT. The term "401(k) Account" shall mean the
              bookkeeping account to which shall be allocated an Employee's
              Before-Tax 401(k) contributions made to this Plan pursuant to
              Section 3.1(b) plus earnings, losses, expenses, appreciation and
              depreciation on said contributions.

                                       19
   30


                   1.32 HIGHLY COMPENSATED EMPLOYEES. The term "Highly
              Compensated Employee" shall have the meaning as set forth in Code
              Section 414(q). Effective for Plan Years beginning January 1, 1997
              and thereafter, an Employee shall be deemed to be a Highly
              Compensated Employee for a Plan Year if the Employee:

                        (A) FIVE PERCENT OWNER. was, at any time during that
                   Plan Year or the preceding Plan Year, a five percent owner of
                   the Corporation; or

                        (B) COMPENSATION. for the preceding Plan Year received
                   Compensation from the Corporation in excess of $80,000, as
                   adjusted annually for increases in the cost of living in
                   accordance with Code Section 415(d), and was in the Top Paid
                   Group of Employees for the preceding Plan Year.

                        (C) DEFINITIONS. for purposes of this Section, the
                   following rules and definitions shall apply:

                             (1) TOP PAID GROUP. An Employee is in the Top Paid
                        Group of Employees for a Plan Year if he or she is in
                        the top 20% of Employees of the Corporation ranked on
                        the basis of Compensation paid during the Plan Year. In
                        determining the Top Paid Group, the following Employees
                        shall be excluded:

                                  (A) WAITING PERIOD. Employees who have not
                             completed six months of Service;

                                  (B) HOURS OF SERVICE. Employees who are
                             normally credited with less than 17-1/2 Hours of
                             Service per week;


                                  (C) MONTHS OF SERVICE. Employees who normally
                             work not more than six months during the Plan Year;

                                       20
   31


                                  (D) AGE. Employees who have not attained age
                             21;

                                  (E) UNION. Except to the extent provided in
                             regulations, Employees who are included in a unit
                             of employees covered by an agreement which the
                             Secretary of Labor finds to be a collective
                             bargaining agreement between Employee
                             representatives and the Corporation; and

                                  (F) NONRESIDENT ALIENS. Employees who are
                             nonresident aliens and who receive no earned income
                             (within the meaning of Code Section 911(d)(2)) from
                             the Corporation which constitutes income from
                             sources within the United States (within the
                             meaning of Code Section 861(a)(3)).

                        The Corporation may elect to apply Sections
                        1.32(c)(1)(A), (B), (C), or (D) by substituting a
                        shorter period of Service, smaller number of Hours of
                        Service, or months, or lower age for the period of
                        Service, number of Hours of Service or months, or age
                        (as the case may be) than that specified in such
                        Section.

                             (2) FORMER EMPLOYEE. A former Employee shall be
                        treated as a Highly Compensated Employee if:

                                  (A) AT SEPARATION. such Employee was a Highly
                             Compensated Employee when such Employee separated
                             from service; or

                                  (B) AT AGE 55. such Employee was a Highly
                             Compensated Employee at any time after attaining
                             age 55.

                                       21
   32


                             (3) CONTROLLED GROUP Employees. In determining the
                        Highly Compensated Employees of the Corporation, all
                        Employees of an Affiliated Employer shall be included.

                   1.33 HOUR OF SERVICE. The term "Hour of Service" shall mean:

                        (A) PERFORMANCE OF SERVICES. an Hour of Service is each
                   hour for which an employee is directly or indirectly paid or
                   entitled to payment by the Corporation for the performance of
                   duties and shall include any hour for which back pay,
                   irrespective of mitigation of damages, is either awarded or
                   agreed to by the Corporation; provided, however, that no hour
                   shall be counted more than once; provided, further, that such
                   hours shall be credited for the computation periods in which
                   the duties were performed and in the case of hours for which
                   back pay has been awarded or agreed to, such hours shall be
                   credited to the period or periods to which the award or
                   agreement for back pay pertains, rather than to the period in
                   which the award, agreement or payment is made;

                        (B) PAYMENTS FOR NON-PERFORMANCE. in addition, an Hour
                   of Service is each hour for which an employee is paid, or
                   entitled to payment, by the Corporation on account of a
                   period of time during which no duties are performed
                   (irrespective of whether the employment relationship has
                   terminated) due to vacation, holiday, illness, incapacity
                   (including disability), layoff, jury duty, military duty or
                   leave of absence; provided, however, that:

                             (1) MAXIMUM HOURS CREDITED. no more than 501 Hours
                        of Service shall be credited under this Section 1.33(b)
                        to an employee on account of any single continuous
                        period during which the employee

                                       22
   33


                        performs no duties (whether or not such period occurs in
                        a single computation period);

                             (2) WORKER'S COMPENSATION. an hour for which an
                        employee is directly or indirectly paid, or entitled to
                        payment, on account of a period during which no duties
                        are performed shall not be credited to the employee if
                        such payment is made or due under a plan maintained
                        solely for the purpose of complying with applicable
                        workers' compensation, or unemployment compensation or
                        disability insurance laws;

                             (3) MEDICAL PAYMENTS. Hours of Service shall not be
                        credited for a payment which solely reimburses an
                        employee for medical or medically related expenses
                        incurred by the employee;

                             (4) INDIRECT PAYMENTS. for purposes of this Section
                        1.33(b), a payment shall be deemed to be made by or due
                        from the Corporation regardless of whether such payment
                        is made by or due from the Corporation directly, or
                        indirectly through, among others, a trust fund, or
                        insurer, to which the Corporation contributes or pays
                        premiums and regardless of whether contributions made or
                        due to the trust fund, insurer or other entity are for
                        the benefit of particular employees or are on behalf of
                        a group of employees in the aggregate;

                             (5) CALCULATION OF HOURS. an Hour of Service shall
                        be determined under this Section 1.33(b) by dividing the
                        payments received, or due, by the employee's hourly rate
                        of compensation. A salaried employee's hourly rate of
                        compensation shall be the employee's most

                                       23
   34

                        recent rate of compensation for a specified period of
                        time (other than an hour), divided by the number of
                        hours regularly scheduled for the performance of duties
                        during such period of time; and

                             (6) COMPUTATION PERIOD. Hours of Service credited
                        pursuant to this Section 1.33(b) shall be credited to
                        the computation period or periods in which the period
                        during which no duties are performed occurs, beginning
                        with the first unit of time to which the payment
                        relates.

                        (C) DEPARTMENT OF LABOR REGULATIONS. Hours of Service
                   shall be determined, in all instances, in accordance with
                   Department of Labor Regulations Section 2530.200b-2(b) and
                   (c), as the same may be amended or supplemented, which
                   regulations are incorporated in the Plan by reference.

                   1.34 INDIVIDUAL RETIREMENT PLAN. The term "Individual
              Retirement Plan" shall have the meaning set forth in Section
              5.2(c)(3)(C)(v).

                   1.35 KEY EMPLOYEE. The term "Key Employee" shall have the
              meaning set forth in Article IX.

                   1.36 LIMITATION YEAR. The term "Limitation Year" shall have
              the meaning set forth in Section 7.4(d)(4).

                   1.37 MANAGEMENT BENEFITS COMMITTEE. The term "Management
              Benefits Committee" shall mean the committee appointed pursuant to
              Section 3.2.

                   1.38 MANAGEMENT INVESTMENT COMMITTEE. The term "Management
              Investment Committee" shall mean the committee appointed pursuant
              to Section 3.1.

                   1.39 MATCHING ACCOUNT. The term "Matching Account" shall mean
              the bookkeeping account to which shall be allocated an Employee's
              Matching Contributions

                                       24
   35


              made to this Plan pursuant to Section 3.2 plus earnings, losses,
              expenses, appreciation and depreciation and said contributions.

                   1.40 MUTUAL FUND. The term "Mutual Fund" shall mean a mutual
              or pooled investment fund maintained or sponsored by the Mutual
              Fund Company and made available as an investment option under this
              Plan.

                   1.41 MUTUAL FUND COMPANY. The term "Mutual Fund Company"
              shall mean the company sponsoring or maintaining the Mutual Fund
              Options offered under this Plan.

                   1.42 NON-HIGHLY COMPENSATED EMPLOYEE. The term "Non-Highly
              Compensated Employee" means any participant who is not a Highly
              Compensated Employee.

                   1.43 NAMED FIDUCIARY. The term "Named Fiduciary" shall mean
              American Axle & Manufacturing, Inc.

                   1.44 NORMAL RETIREMENT AGE. The term "Normal Retirement Age"
              shall mean the attainment of age 65 by a Participant.

                   1.45 PARTICIPANT. The term "Participant" shall mean an
              Employee, or former Employee, who has an Account under this Plan.

                   1.46 PLAN. The term "Plan" shall mean the American Axle &
              Manufacturing, Inc. Salaried Savings Plan.

                   1.47 PLAN YEAR. The term "Plan Year" shall mean the calendar
              year.

                   1.48 PREDECESSOR CORPORATION. The term "Predecessor
              Corporation" shall mean and include any prior employer service
              with which a qualified plan under Code Section 401(a) is required
              to recognize and any other employer entity which may be

                                       25
   36


              merged into or consolidated with or whose assets are purchased by
              the Corporation in the future, but only if the Compensation
              Committee of Board of the Directors of the Corporation shall adopt
              a resolution to that effect.

                   1.49 PREDECESSOR PLANS AND TRUSTS. The term "Predecessor
              Plans and Trust" shall mean and include any prior pension or
              profit sharing plan which a qualified plan under Code Section
              401(a) is required to treat as a predecessor plan and the pension
              or profit sharing plan of any other employer which may be merged
              into or consolidated with or whose assets are purchased by the
              Corporation in the future, but only if the Compensation Committee
              of the Board of Directors of the Corporation shall adopt a
              resolution to that effect.

                   1.50 PRIME RATE. The term "Prime Rate" shall mean the per
              annum interest rate established by the Trustee on the date the
              loan is requested, which rate is the "prime rate" published in the
              Wall Street Journal.

                   1.51 PROFIT SHARING AMOUNT. The term "Profit Sharing Amount"
              shall mean for any Plan Year the amount allocated to a Participant
              under the American Axle & Manufacturing, Inc. Profit Sharing Plan
              for Salaried Employees for such Plan Year.

                   1.52 QUALIFIED PLAN. The term "Qualified Plan" shall have the
              meaning set forth in Section 5.2(c)(3)(C)(vi).

                   1.53 ROLLOVER ACCOUNT. The term "Rollover Account" shall mean
              the bookkeeping account to which shall be allocated an Employee's
              Rollover Contributions made to this Plan pursuant to Section
              3.3(a) plus earnings, losses, expenses, appreciation and said
              contributions.

                                       26
   37


                   1.54 SERVICE. The term "Service" shall mean service performed
              as an employee of the Corporation, an Affiliated Employer or a
              Predecessor Corporation.

                   1.55 TOTAL AND PERMANENT DISABILITY. An employee shall be
              deemed to be totally and permanently disabled only if on the basis
              of medical evidence satisfactory to the Administrator, the
              employee is found to be wholly and permanently prevented from
              engaging in any employment or occupation with the Corporation at
              the location where he last worked for remuneration or profit as a
              result of bodily injury or disease, either occupational or
              non-occupational in cause. The employee shall be required to
              provide all medical records and information as the Administrator
              may request. The employee shall have the obligation to demonstrate
              to the satisfaction of the Administrator that the Participant has
              incurred a Total and Permanent Disability. The employee must make
              his or her claim, and submit all proofs to the Administrator,
              within one year of the date his or her Total and Permanent
              Disability commences. The Administrator may consult with a
              physician or medical examiner of its choice who may conduct such
              physical examinations and other investigations as may be
              reasonably required in the opinion of the Corporation to determine
              Total and Permanent Disability. The Administrator's decision shall
              be controlling and binding upon all parties.

                   1.56 TRANSITION EMPLOYEES. The term "Transition Employees"
              shall mean a person employed by the General Motors Corporation's
              (GM) Final Drive and Forge Business Unit, as a regular employee,
              immediately prior to March 1, 1994, whose employment thereafter
              continued, without interruption, with the Corporation, as required
              by the Asset Purchase Agreement between the Corporation and GM,
              dated February 18, 1994.


                                       27
   38



              1.57 TRUSTEE. The term "Trustee" shall mean any person or entity
         appointed by the Management Investment Committee to hold, invest, and
         distribute the assets of the Plan.

              1.58 TRUSTEED FUND. The term "Trusteed Fund" shall have the
         meaning set forth in Section 6.2(b).

              1.59 VALUATION DATE. The term "Valuation Date" shall have the
         meaning set forth in Section 9.2(f).

                                   ARTICLE II

                                  ELIGIBILITY

         2.1 FORMER GENERAL MOTORS EMPLOYEES. A Transition Employee who
previously was a participant in or was eligible to participate in the General
Motors Savings-Stock Purchase Program for Salaried Employees in the United
States shall immediately be eligible to participate in this Plan upon the later
to occur of March 1, 1994 (provided that such Employee is in active employment
with the Corporation on such date), or the date such Employee resumes active
employment with the Corporation following a termination of employment, layoff,
or leave of absence with General Motors Corporation.

         2.2 GENERAL RULE. Effective April 1, 1994, an Employee, other than as
described in Section 2.1, shall become eligible to participate in this Plan on
the later of July 1, 1994, or the first day of the third month coinciding with
or next following the Employee's date of hire. For this purpose, employment
service with a Predecessor Employer that is continuous with service with this
Corporation shall be considered employment service with this Corporation.

                                       28

   39

         2.3 REEMPLOYMENT. A previously eligible Employee who returns to work
following an earlier termination of employment will be eligible to participate
immediately upon returning to work with the Corporation.

         2.4 LEAVES OF ABSENCE - LAYOFF. Employees on a Corporation-approved
disability or special leave of absence shall continue to be eligible to make
Employee contributions pursuant to Section 3.1 for a period not in excess of one
year while on such leave. Employees on layoff-inactive status shall cease to be
eligible to make Employee contributions pursuant to Section 3.1 with respect to
the period so classified.
                                   ARTICLE III
                                  CONTRIBUTIONS

         3.1  EMPLOYEE CONTRIBUTIONS.

              (A) AFTER-TAX EMPLOYEE CONTRIBUTIONS. During the Plan Year, an
         Employee may pay into the Plan, through such payroll deductions as he
         or she may authorize from time to time, After-Tax Employee
         Contributions of up to 20% of his or her Eligible Salary. Such payroll
         deductions must be whole percentages of Eligible Salary and may not be
         at a rate of less than one percent of the Employee's Eligible Salary.
         Such payments shall be allocated to the Employee's After-Tax Account.
         The Employee's Compensation shall be reduced by the amount of such
         payment. The Corporation shall remit such amounts to the Trustee as of
         the earliest date on which such amounts can be reasonably segregated
         from the Corporation's general assets but in no event later than 15
         business days after the end of the calendar month in which such amounts
         are withheld by the Corporation from the Participant's Eligible Salary.
         The Corporation may limit the amount of such contributions as may be
         necessary to


                                       29
   40



         comply with Sections 7.1, 7.4, 7.6 and 7.7 and provisions of the Code
         and the regulations thereunder.

              (B)  EMPLOYEE BEFORE-TAX 401(K) CONTRIBUTIONS.

                   (1) GENERAL. In lieu of part, or all, of the payroll
              deductions he or she otherwise may authorize in accordance with
              Section 3.1(a), an Employee may elect to have the Corporation pay
              an equivalent amount into the trust in accordance with a qualified
              cash or deferred arrangement as provided for under Section 401(k)
              of the Code. Such payments shall be allocated to the Employee's
              401(k) Account. The Employee's Compensation shall be reduced by
              the amount of any such payment. The Corporation shall remit such
              amounts to the Trustee as of the earliest date on which such
              amounts can be reasonably segregated from the Corporation's
              general assets but in no event later than 15 business days after
              the end of the calendar month in which such amounts are withheld
              by the Corporation from the Participant's Eligible Salary.

                   (2) ELECTIONS FROM PROFIT SHARING AMOUNT. In addition to
              contributions up to 20% of Eligible Salary as provided in Sections
              3.1(a) and (b)(1), an Employee may elect, in lieu of receipt of
              any Profit Sharing Amount to which the Employee is entitled under
              the American Axle & Manufacturing, Inc. Profit Sharing Plan for
              Salaried Employees to have the Corporation contribute up to 100%,
              in one percent increments, of such amount to the trust as
              additional Before-Tax 401(k) contributions.


                                       30
   41


                   (3) LIMITATIONS. The Corporation may limit the amount of such
              Corporation payments to the trust pursuant to Sections 3.1(b)(1)
              and (2) as may be necessary to comply with Sections 7.1, 7.2, 7.4,
              7.5 and 7.7 and provisions of the Code and the regulations
              thereunder.

                   (4) CATCH-UP CONTRIBUTIONS. Effective January 1, 2002 all
              Employees who are eligible to make Before-Tax 401(k) contributions
              under this Plan and who have attained age 50 before the close of
              the Plan Year shall be eligible to make catch-up contributions in
              accordance with, and subject to the limitations of, Section 414(v)
              of the Code. Such catch-up contributions shall not be taken into
              account for purposes of the provisions of the Plan implementing
              the required limitations of Sections 402(g) and 415 of the Code.
              The Plan shall not be treated as failing to satisfy the provisions
              of the Plan implementing the requirements of Section 401(k)(3),
              401(k)(11), 401(k)(12), 410(b), or 416 of the Code, as applicable,
              by reason of the making of such catch-up contributions.

              (C) CHANGES IN ELECTIONS. A Participant may elect to change the
         amount of his or her After-Tax or Before-Tax 401(k) contributions, or
         have such contributions suspended, at any time. Any such change in the
         rate of payroll deduction authorized by an Employee in accordance with
         Section 3.1(a), or in the rate of Before-Tax 401(k) contributions
         elected by an Employee in accordance with Section 3.1(b), will become
         effective not later than the first day of the second payroll period
         next following the date on which such authorization is received by the
         party designated by the Administrator.

                                       31

   42

              (D) VESTING. Each Participant shall at all times be fully vested
         in his or her After-Tax and Before-Tax 401(k) contributions credited to
         his After-Tax and 401(k) Accounts respectively and no portion of such
         Accounts shall be subject to forfeiture.

         3.2  CORPORATION CONTRIBUTIONS.

              (A) MATCHING CONTRIBUTIONS. With respect to each Plan Year, the
         Corporation will contribute, out of current or accumulated earnings and
         profits, or amounts returned to the trust pursuant to Section 5.8, an
         amount equal to 25% of the first six percent of the Participant's
         Eligible Salary which the Participant elects to contribute to the Plan
         that Plan year pursuant to Sections 3.1(a) or (b). Effective July 1,
         1997, the Matching Contribution shall be equal to 50% of the first six
         percent of the Participant's Eligible Salary which the participant
         elects to contribute on or after July 1, 1997 pursuant to Sections
         3.1(a) or (b).

              (B) DISCRETIONARY MATCHING CONTRIBUTIONS. In the event the
         Corporation has no current or accumulated earnings and profits at the
         close of the Plan Year in question, then, in its sole discretion, the
         Corporation may make all or any portion of the contributions described
         in Section 3.2(a) for that Plan Year, if so approved by the Corporation
         in its sole discretion. All amounts contributed pursuant to Sections
         3.2(a) or (b) shall be allocated to the Participant's Matching Account.

              (C) LIMITATION. The Corporation will not contribute with respect
         to (i) After-Tax or Before-Tax 401(k) contributions made by a
         Participant in any Plan Year in excess of six percent of his or her
         Eligible Salary that Plan Year, (ii)

                                       32
   43


         Rollover contributions made by employees as provided for in Section
         3.3, or (iii) contributions made from an Employee's Profit Sharing
         Amount as set forth in Section 3.1(b)(2).

              (D) VESTING. A Participant's Matching contributions shall vest as
         provided in Section 5.1.


         3.3  ROLLOVER CONTRIBUTIONS FROM OTHER QUALIFIED PLANS.

              (A) ROLLOVER CONTRIBUTIONS. An Employee may make a rollover
         contribution, as permitted under Section 402(c) of the Code, into an
         option or options selected by such Employee in an amount not exceeding
         the total amount of taxable proceeds distributed by a similar qualified
         plan maintained by a former employer. The rollover contribution must be
         made (i) by the Employee within 60 days following the receipt of such
         distribution from the former employer's plan, (ii) directly from the
         former employer's plan, or (iii) through a conduit individual
         retirement account. Such amounts shall be allocated to an Employee's
         Rollover Account. For Plan Years beginning after December 31, 2001, the
         Plan will accept rollover contributions and/or direct rollover
         distributions from the following types of plans:

                        (1) DIRECT ROLLOVERS. The Plan will accept a direct
                   rollover of an Eligible Rollover Distribution from:

                             (A) a qualified plan described in Section 401(a) or
                        403(a) of the Code, including after-tax employee
                        contributions.

                             (B) an annuity contract described in Section 403(b)
                        of the Code, excluding after-tax employee contributions.

                                       33


   44


              (C) an eligible plan under Section 457(b) of the Code which is
         maintained by a state, political subdivision of a state, or any agency
         or instrumentality of a state or political subdivision of a state.

         (2) PARTICIPANT ROLLOVER CONTRIBUTIONS FROM OTHER PLANS. The Plan will
     accept a participant contribution of an Eligible Rollover Distribution
     from:

              (A) a qualified plan described in Section 401(a) or 403(a) of the
         Code.

              (B) an annuity contract described in Section 403(b) of the Code.

              (C) an eligible plan under Section 457(b) of the Code which is
         maintained by a state, political subdivision of a state, or any agency
         or instrumentality of a state or political subdivision of a state.

         (3) PARTICIPANT ROLLOVER CONTRIBUTIONS FROM IRAS. The Plan will accept
     a participant rollover contribution of the portion of a distribution from
     an individual retirement account or annuity described in Section 408(a) or
     408(b) of the Code that is eligible to be rolled over and would otherwise
     be includible in gross income.

     (b) VESTING. Each Participant shall at all times be fully vested in his or
her Rollover Contributions credited to his or her Rollover Account and no
portion of such Account shall be subject to forfeiture.

                                       34
   45


     (c) WITHDRAWALS. The Participant may elect to have the assets in his or her
Rollover Account or any Account established pursuant to Section 3(B) (trust to
trust transfers) of the prior Plan document, distributed at any time in a single
lump sum payment. Partial withdrawals prior to the date set forth in Section
5.2(c)(2) are not permitted.

                                   ARTICLE IV
                                INVESTMENT FUNDS

4.1  INVESTMENT OF PARTICIPANT CONTRIBUTIONS.

     (a) PARTICIPANT DIRECTION OF INVESTMENT. A Participant's Before-Tax 401(k)
and After-Tax contributions shall be invested in the Mutual Funds, the Trusteed
Funds, if any, and, effective October 1, 2001, the American Axle Stock Fund in
increments of one percent, as may be elected by the Participant. A Participant's
initial investment election shall remain in effect until changed by the
Participant.

     A Participant's investment election may be changed by appropriate direction
to the party designated by the Administrator. Any change in investment election
shall be effective not later than the first day of the second pay period next
following the date on which such direction from the Participant is received by
the party designated by the Administrator.

     (b) ACCOUNT TRANSFERS. Assets may not be transferred between After-Tax and
401(k) Accounts, except as may be necessary to comply with the cash or deferred
limitation as provided in Section 7.4.


                                       35
   46

     (C) TRANSFERS BETWEEN INVESTMENT OPTIONS. Assets being held in a
Participant's Accounts may be transferred from one investment option to another
investment option as follows:

         (1) A transfer of assets may include all, or any part of, such assets
     in an investment option.

         (2) Assets held in the Mutual Funds Option may be transferred daily
     within this investment option, to the Trusteed Funds, if any, or, effective
     October 1, 2001, to the American Axle Stock Fund.

         (3) Assets held in the Trusteed Funds Option may be transferred daily
     to the Mutual Funds Option or, effective October 1, 2001, to the American
     Axle Stock Fund.

         (4) Effective October 1, 2001, assets held in the American Axle Stock
     Fund may be transferred daily to the Mutual Funds Option or to the Trusteed
     Funds, if any.

         (5) Any election to transfer assets shall be effective not later than
     the first business day next following the date on which such direction from
     the Participant is received by the party designated by the Administrator.

         (6) Any election to transfer assets shall be irrevocable upon its
     receipt by the party designated by the Administrator.

         (7) If no contributions are being made currently to the trust fund on
     behalf of a Participant, but the Participant continues to have an Account
     balance under this Plan, the Participant shall be required to make


                                       36

   47

     an election regarding the investment of such amounts. Absent such election,
     the Corporation may designate a Mutual Fund(s), Trusteed Fund(s), and/or,
     effective October 1, 2001, the American Axle Stock Fund into which such
     amounts may be invested.

     4.2 INVESTMENT OF CORPORATION CONTRIBUTIONS. Matching contributions shall
be invested in accordance with Section 4.1.

     4.3 INVESTMENT OF INCOME RECEIVED ON PARTICIPANT AND CORPORATION
CONTRIBUTIONS. Income received on Participant After-Tax, 401(k) and rollover
contributions and on Corporation Matching contributions shall be invested in
accordance with Section 4.1.

     4.4 AMERICAN AXLE STOCK FUND. This Section 4.4 is effective October 1,
2001.

         (a) ACQUISITION OF STOCK. The Plan may only acquire, or sell, American
     Axle Stock so long as such securities are (i) qualifying employer
     securities as defined in Section 407(d)(5) of the Act, (ii) publicly traded
     on a national exchange, and (iii) traded with sufficient frequency and in
     sufficient volume to assure that Participant and Beneficiary directions to
     buy or to sell the security may be acted upon promptly and efficiently. The
     Plan may acquire American Axle Stock on the open market or may acquire
     treasury stock or previously authorized but unissued shares directly from
     the American Axle & Manufacturing Holdings, Inc. In the event of the
     purchase or sale of American Axle Stock to or from the American Axle &
     Manufacturing Holdings, Inc., (i) the


                                       37
   48

     price shall be equal to the price determined on the open market, and (ii)
     no commission shall be charged.

     (b) INFORMATION TO FUND HOLDERS. Information provided to shareholders of
American Axle Stock shall be provided to Participants and Beneficiaries owning a
beneficial interest in the American Axle Stock Fund.

     (c) VOTING RIGHTS. Voting, tender and similar rights with respect to
American Axle Stock shall be passed through to Participants and Beneficiaries
owing a beneficial interest in the American Axle Stock Fund.

     (d) CONFIDENTIALITY. The Compensation Committee of the Board of Directors
of the Corporation, acting through the Management Investment Committee, shall
(i) establish procedures to safeguard the confidentiality of information
relating to the purchase, holding and sale of interests in the American Axle
Stock Fund and the exercise of voting, tender and similar rights with respect to
American Axle Stock by Participants and Beneficiaries, except to the extent
necessary to comply with Federal laws or state laws not preempted by the Act;
(ii) monitor Plan procedures to ensure that such safeguards are being followed,
and (iii) appoint an independent fiduciary when a situation arises involving a
potential for undue influence by the Corporation upon Participants and
Beneficiaries with regard to the direct or indirect exercise of their
shareholder rights. The safeguard procedures shall authorize the independent
fiduciary to take such steps as are necessary to avoid any such undue influence.

     (e) NAMED FIDUCIARY. Each Participant and Beneficiary is hereby designated
a "named fiduciary" within the meaning of Section 403(a)(1) of the



                                       38
   49
         Act with respect to shares of American Axle Stock as to which he or she
         is entitled to make voting or tender offer decisions.

                                    ARTICLE V
                               PAYMENT OF BENEFITS

         5.1 VESTING. Assets derived from each Participant's Before-Tax 401(k)
and After-Tax contributions and all earnings thereon shall vest immediately upon
allocation to the appropriate Account of the Participant. For Plan Years
beginning prior to January 1, 2002, a Participant's Corporation Matching
contributions and earnings thereon shall vest upon the Participant's attainment
of five Years of Credited Service. Effective January 1, 2002, the Corporation
Matching Contributions and earnings thereon of a Participant who completes an
Hour of Service under the Plan in a Plan Year beginning after December 31, 2001
shall vest upon the Participant's attainment of three Years of Credited Service.
Notwithstanding the foregoing provisions, a Participant shall be fully vested in
all contributions hereunder in the event such Participant's termination of
employment is due to his or her death or Total and Permanent Disability or after
he or she attains Normal Retirement Age.

         5.2      PAYMENT OF BENEFITS UPON TERMINATION OF EMPLOYMENT.

                  (A)  AVAILABLE ACCOUNTS. Upon the termination of
         employment of a Participant for any reason other than his or her death,
         the Participant may elect to receive all assets in his or her 401(k),
         After-Tax and Rollover Accounts. The Participant shall be entitled to
         receive all assets allocated to his or her Matching Account to the
         extent vested as provided in Section 5.1.

                  (B)  TIME OF PAYMENT. Effective January 1, 1998, the
         Trustee shall make a distribution of the Participant's vested account
         balances as soon as




                                       39
   50

         administratively practicable following his or her termination of
         employment (or separation from employment on or after January 1, 2002),
         provided, however, that if the value of the Participant's vested
         Accounts at the time of distribution is more than $5,000, the
         Participant may elect to defer the receipt of benefits to the latest
         payment date described in Section 5.2(d). A vested Participant who has
         elected to defer the receipt of his or her Accounts under this Plan as
         set forth above, may, at any time prior to the latest payment date set
         forth in Section 5.2(d), elect the immediate distribution of his or her
         entire vested Account balances at that time. Partial withdrawals prior
         to the date set forth in Section 5.2(c)(2) are not permitted. Effective
         January 1, 1998, If a Participant terminates employment (or separates
         from employment on or after January 1, 2002) and the value of his
         vested Account does not exceed $5,000, the Participant will receive a
         lump sum distribution of the vested value of his Account as soon as
         practicable after his termination of employment, or, effective January
         1, 2002, his separation from employment, and the nonvested portion
         shall be treated as a forfeiture in the Plan Year in which the
         Participant terminates employment or separates from employment. For
         purposes hereof, if the vested value of a Participant's Account is
         zero, the Participant shall be deemed to have received a distribution
         of the vested value of his Account and if such Participant resumes
         employment before the date he incurs five consecutive one-year breaks
         in service, his Account will be restored to the amount of the deemed
         distribution. Effective January 1, 2002, for purposes of Section
         5.2(b), the value of a Participant's vested Accounts shall be
         determined without regard to that portion


                                       40
   51

         of the Account balance that is attributable to Rollover Contributions
         (and earnings allocable hereto) within the meaning of Sections 402(c),
         403(a)(4), 403(b)(8), 408(d)(3)(A)(ii), and 457(e)(16) of the Code. If
         the value of the Participant's vested Accounts as so determined is
         $5,000 or less, the Plan shall immediately distribute the Participant's
         entire vested Accounts.

               (C) METHOD OF PAYMENT. The Participant may elect, upon
         termination of employment, or effective January 1, 2002, upon
         separation from employment to have the assets in his or her Account
         distributed:

                   (1)  METHOD. Distributions shall be made:

                        (A) LUMP SUM OPTION. The Participant may elect to have
                   the assets in his or her Account distributed in a single
                   lump sum payment, or

                        (B) INSTALLMENT OPTION. If, as of the end of the year
                   prior to the year in which any retired Participant attains
                   age 70-1/2, he or she has not withdrawn all assets in his or
                   her Account and the amount withdrawn for the year in which
                   the Participant attains age 70-1/2 is less than the minimum
                   annual installment amount, commencing not later than April 1
                   of the year following attainment of age 70-1/2, the
                   Participant may elect to have minimum annual installment
                   amounts determined and paid to him or her from his or her
                   Account assets. Such minimum installment amounts will be paid
                   annually thereafter and will be in accordance with
                   regulations prescribed by the Secretary of the Treasury of
                   the United States,


                                       41

   52
                   including statutory incidental death benefit requirements of
                   Section 401(a)(9) of the Code.

                             (I)  MINIMUM ANNUAL INSTALLMENT. The minimum annual
                        installment amount shall be calculated by dividing the
                        Participant's Account balance as of December 31 of the
                        year prior to the year for which such distribution is
                        made, by the Participant's remaining life expectancy,
                        or, if elected by such Participant, the combined life
                        expectancy of the Participant and his or her
                        beneficiary.

                             (II) LIFE EXPECTANCY. If the Participant:

                             (A) has elected to have minimum installment amounts
                        calculated based on the combined life expectancy of the
                        Participant and his or her designated beneficiary; and

                             (B) such designated beneficiary is not the
                        Participant's spouse; and

                             (C) such designated beneficiary is more than ten
                        years younger than the Participant;

                             then the designated beneficiary's life expectancy,
                        solely for purposes of calculating the minimum
                        installment amount, will be deemed to be the
                        Participant's life expectancy, less ten years.

                             (III) CONTINUING ELECTIONS. Any retired Participant
                        who is  subject to the minimum annual installment
                        provisions


                                       42
   53
                        under Section 5.2(c)(2) shall continue to be permitted
                        to transfer Account assets or redirect any loan
                        repayments among the Plan's investment options. Further,
                        any such Participant may withdraw all of his or her
                        Account assets in one lump sum payment.

                             (IV) ELIMINATION OF INSTALLMENT OPTION.
                        Notwithstanding any provision of this Plan to the
                        contrary, a Participant may not elect the
                        Installment Option set forth in Section
                        5.2(c)(1)(B), if his "annuity starting date" is on
                        or after the earlier of (i) the 90th day after the
                        date the Participant has been furnished with a
                        summary satisfying the requirements of 29 CFR
                        2520.104b-3 indicating that the Plan has been
                        amended to eliminate the installment method as an
                        optional form of benefit or (ii) January 1, 2003.
                        For purposes of this Section 5.2(c)(1)(B)(iv), the
                        "annuity starting date" means the first day on which
                        all events have occurred which entitles the
                        Participant to such benefit.

                  (2)   CASH OR STOCK.

                        (A) MUTUAL AND TRUSTEED FUNDS. All distributions from
                  Mutual and Trusteed funds shall be made in cash.

                        (B) AMERICAN AXLE STOCK FUND. Unless the Participant or
                  Beneficiary elects to take cash for distributions from the
                  American Axle Stock Fund, distributions from the American Axle



                                       43
   54
                  Stock Fund shall be in American Axle Stock, except that any
                  fractional interest in a share of American Axle Stock shall be
                  paid in cash.

                  (3)   DIRECT ROLLOVER OPTION.

                        (A)   DIRECT ROLLOVER: A Participant, or the spouse or
                  former spouse of a deceased Participant, entitled to receive
                  an Eligible Rollover Distribution, may, except to the extent
                  otherwise expressly provided to the contrary in this Plan,
                  elect to have the distribution paid directly from the
                  Plan to an Eligible Retirement Plan in a direct
                  rollover; provided, however, that:

                              (I)   DISTRIBUTEE OTHER THAN PARTICIPANT OR
                        SPOUSE. If the individual entitled to a distribution
                        (the "distributee") is other than a Participant or the
                        spouse or former spouse of a Participant, the
                        distributee shall not be entitled to elect a direct
                        rollover;

                              (II)  FORMER SPOUSE AS DISTRIBUTEE. If the former
                        spouse of a deceased Participant is entitled to a
                        distribution, the former spouse may only elect a direct
                        rollover to an Individual Retirement Plan, not to a
                        Qualified Plan;

                              (III) QDRO. A spouse or a former spouse who is
                        an alternate payee pursuant to a qualified domestic
                        relations order shall be entitled to elect a direct
                        rollover;


                                       44
   55
                              (IV)  REQUIREMENTS OF ADMINISTRATOR. In order to
                        elect a direct rollover, the distributee must specify
                        the Eligible Retirement Plan to which the distribution
                        is to be made, provide the Administrator with such
                        information and/or documentation as the Administrator
                        may require, and comply with such procedures as the
                        Administrator may prescribe;

                              (V)   FAILURE TO ELECT. A distributee who fails to
                        make an affirmative election shall be treated as having
                        elected not to make a direct rollover;

                              (VI)  PARTIAL DIRECT ROLLOVER. A distributee may
                        elect to make a direct rollover of a portion of an
                        Eligible Rollover Distribution, but not less than $500,
                        and to have the remainder of the distribution paid to
                        the distributee;

                              (VII) NUMBER OF PLANS. A distributee electing a
                        direct rollover may name only one Eligible Retirement
                        Plan to receive the direct rollover;

                              (VIII) DISTRIBUTIONS OF LESS THAN $200. A
                        distributee may not elect a direct rollover with respect
                        to Eligible Rollover Distributions during a Plan Year
                        that are reasonably expected to total less than $200;

                              (IX) REVOCATION OF ELECTION. Prior to the
                        commencement of benefits, a distributee may only elect,
                        or



                                       45
   56
                        revoke an election to make, a direct rollover during
                        his or her Election Period;

                              (X)   HARDSHIP DISTRIBUTION. A direct rollover
                        shall not be available for a hardship distribution; and

                              (XI)  OFFSET AMOUNT. A distributee may not elect
                        a direct rollover of an offset amount. A distribution of
                        an offset amount occurs when the distributee's Account
                        is reduced (offset) in order to repay a Plan loan.

                        (B) INFORMATION TO DISTRIBUTEE. During the Election
                    Period, the Administrator shall give the distributee a
                    written explanation of (i) the direct rollover option, (ii)
                    the rules that require income tax withholding on
                    distributions, (iii) the rules under which the distributee
                    may rollover the distribution within 60 days of receipt, and
                    (iv) the other special tax rules that may apply to the
                    distribution.

                        (C) DEFINITIONS. For purposes of this Plan, the
                    following words and phrases shall have the meanings set
                    forth below.

                            (I)  ANNUITY STARTING DATE: The term  "Annuity
                        Starting Date" means the first day on which all events
                        have occurred which entitled the Participant to a
                        benefit.

                            (II) ELECTION PERIOD: The term "Election Period"
                        means the period commencing not less than 30 nor more
                        than 90 days prior to the distributee's Annuity
                        Starting Date. The distributee may waive the 30 day
                        limit by affirmatively



                                       46
   57
                        electing to make, or not make, a direct rollover within
                        a shorter period, so long as the distributee has been
                        informed that he or she has 30 days after receipt of the
                        written explanation described above in Section
                        5.2(c)(3)(B) to make such an election.

                            (III) ELIGIBLE RETIREMENT PLAN. An Eligible
                        Retirement Plan means an Individual Retirement Plan or a
                        Qualified Plan.

                            (IV)  ELIGIBLE ROLLOVER DISTRIBUTION. An Eligible
                        Rollover Distribution means a distribution of all, or
                        any portion, of a Participant's Account under this Plan
                        except:

                                  (A)  401(A)(9) DISTRIBUTION. Any distribution
                             to the extent required by Code Section 401(a)(9);

                                  (B)  AFTER-TAX CONTRIBUTIONS. That portion of
                             any distribution not includible in gross income
                             (determined without regard to the exclusion for
                             net unrealized appreciation set forth in Code
                             Section 402(e)(4));

                                  (C)  401(K)/415 LIMITATIONS. Return of 401(k)
                             contribution deferrals described in Regulation
                             ss.1.415-6(b)(6)(iv) that are returned as a result
                             of the limitations of Code Section 415;



                                       47
   58
                                (D) 401(K) AND 401(M) CORRECTIVE DISTRIBUTIONS.
                          Corrective distributions of excess contributions and
                          excess deferrals as described in Regulation
                          ss.1.401(k)-1(f)(4) and Regulation ss.1.402(g)-1(e)(3)
                          respectively and corrective distributions of excess
                          aggregate contributions as described in Regulation
                          ss.1.401(m)-1(e)(3), together with the income
                          allocable to these corrective distributions; and

                                (E) LOANS. Loans treated as distributions under
                          Code Section 72(p) and not excepted by Code Section
                          72(p)(2) and loans in default that are deemed
                          distributions (but not an amount equal to the unpaid
                          loan balance, where the loan is not in default,
                          treated as a deemed distribution).

                          (V) INDIVIDUAL RETIREMENT PLAN. An Individual
                    Retirement Plan is an individual retirement account
                    described in Code Section 408(a) or an individual retirement
                    annuity (other than an endowment contract) described in Code
                    Section 408(b).

                          (VI) QUALIFIED PLAN. A Qualified Plan is a qualified
                    trust described in Code Section 401(a) (with the limitations
                    described in Code Section 401(a)(31)(D)) or an annuity plan
                    described in Code Section 403(a).




                                       48
   59
               (D)  DIRECT ROLLOVER OPTION FOR DISTRIBUTIONS MADE AFTER
        DECEMBER  31, 2001. For purposes of the direct rollover rules of
        Section 5.3(c)(3)(C), the following shall apply to distributions made
        after December 31, 2001.

                          (I) MODIFICATION OF DEFINITION OF ELIGIBLE RETIREMENT
                    PLAN. An Eligible Retirement Plan shall also mean an annuity
                    contract described in Section 403(b) of the Code and an
                    eligible plan under Section 457(b) of the Code which is
                    maintained by a state, political subdivision of a state, or
                    any agency or instrumentality of a state or political
                    subdivision of a state and which agrees to separately
                    account for amounts transferred into such plan from this
                    Plan. The definition of Eligible Retirement Plan shall also
                    apply in the case of a distribution to a surviving spouse,
                    or to a spouse or former spouse who is the alternate
                    payee under a qualified domestic relation order, as defined
                    in Section 414(p) of the Code.

                          (II) MODIFICATION OF DEFINITION OF ELIGIBLE ROLLOVER
                    DISTRIBUTION TO EXCLUDE HARDSHIP DISTRIBUTIONS. Any amount
                    that is distributed on account of hardship shall not
                    be an Eligible Rollover Distribution and the distributee may
                    not elect to have any portion of such a distribution paid
                    directly to an Eligible Retirement Plan.




                                       49
   60

                                            (III) MODIFICATION OF DEFINITION OF
                                    ELIGIBLE ROLLOVER DISTRIBUTION TO INCLUDE
                                    AFTER-TAX EMPLOYEE CONTRIBUTIONS. A portion
                                    of a distribution shall not fail to be an
                                    Eligible Rollover Distribution merely
                                    because the portion consists of After-Tax
                                    Employee contributions which are not
                                    includible in gross income. However, such
                                    portion may be transferred only to an
                                    individual retirement account or annuity
                                    described in Section 408(a) or (b) of the
                                    Code, or to a qualified defined contribution
                                    plan described in Section 401(a) or 403(a)
                                    of the Code that agrees to separately
                                    account for amounts so transferred,
                                    including separately accounting for the
                                    portion of such distribution which is
                                    includible in gross income and the portion
                                    of such distribution which is not so
                                    includible.

                  (D)  LATEST PAYMENT DATE.

                           (1)      REQUIREMENTS OF CODE SECTION 401(A)(14).
                  Anything in this Plan to the contrary notwithstanding, unless
                  the Participant otherwise elects with the consent of the
                  Administrator and pursuant to rules adopted by the
                  Administrator, the payment of benefits under the Plan to the
                  Participant will begin no later than the 60th day after the
                  latest of the close of the Plan Year in which:

                                    (A)     NORMAL RETIREMENT AGE. The
                           Participant attains his or her Normal Retirement Age;

                                       50
   61

                                    (B)     TENTH  ANNIVERSARY.  Occurs the
                           tenth anniversary date of the year in which the
                           Participant commenced participation in the Plan; or

                                    (C)     TERMINATION OF EMPLOYMENT. The
                           Participant terminates his or her employment with the
                           Corporation.

                           (2)      INCIDENTAL  BENEFIT RULE.  The election
                  referred to in Section 5.2(d)(1), to defer receipt of benefits
                  may not be made if the exercise of such election will mean
                  that (i) benefits payable under the Plan with respect to the
                  Participant in the event of his or her death will be more than
                  (incidental) within the meaning of Department of Treasury
                  Regulation Section 1.401-1(b)(1)(i), or (ii) benefits will be
                  paid at a date later than set forth in Section 5.2(d)(4).

                           (3)      RETROACTIVE PAYMENT. If the amount of the
                  payment required to commence on the date determined under
                  Section 5.2(d)(1) cannot be ascertained by such date, a
                  payment retroactive to such date may be made no later than 60
                  days after the earliest date on which the amount of such
                  payment can be ascertained under the Plan.

                           (4)      REQUIREMENTS OF CODE SECTION 401(A)(9). This
                  Section is applicable to Plan Years beginning January 1, 1997
                  and thereafter. All distributions from this Plan shall be made
                  in accordance with the requirements of Code Section 401(a)(9),
                  and the regulations thereunder, including the proposed
                  regulations until final regulations are issued. The entire
                  interest of each Participant will be distributed to the
                  Participant, or

                                       51
   62

                  shall commence to be distributed to the Participant over a
                  period certain not extending beyond the life expectancy of
                  such Employee or the life expectancy of such Employee and his
                  or her designated Beneficiary, not later than April 1 of the
                  calendar year following the later of the calendar year in
                  which the Participant attains age 70-1/2 or the calendar year
                  in which the Participant retires. In the case of an employee
                  who is a five percent owner (as defined in Code Section 416),
                  the employee's interest will be distributed to him or her no
                  later than April 1 of the calendar year following the calendar
                  year in which he or she attains age 70-1/2. An individual who
                  was a Participant in this Plan prior to January 1, 1997, who
                  attains age 70-1/2 prior to January 1, 1999, shall, even if he
                  or she remains employed by the Corporation, be entitled to
                  elect to have his or her entire vested interest distributed to
                  him or her as of April 1 following the calendar year he or she
                  attains age 70-1/2.

                           (5)      DISTRIBUTIONS TO COMPLY WITH PROPOSED
                  REGULATIONS. With respect to distributions under the Plan made
                  for calendar years beginning on or after January 1, 2001, the
                  Plan will apply the minimum distribution requirements of
                  Section 401(a)(9) of the Code in accordance with the
                  regulations under Code Section 401(a)(9) that were proposed in
                  January 2001, notwithstanding any provision of the Plan to the
                  contrary. This Section 5.2(d)(5) shall continue in effect
                  until the end of the last calendar year beginning before the
                  effective date of final regulations under Code

                                       52

   63
                  Section 401(a)(9) or such other date as may be specified in
                  guidance published by the Internal Revenue Service.

                  (E)      DISTRIBUTION UPON SEPARATION FROM EMPLOYMENT.
         Effective January 1, 2002, a Participant's Before-Tax 401(k)
         contributions, Qualified Contributions, Nonelective Contributions,
         Qualified Matching Contributions, and earnings attributable to these
         contributions shall be distributed on account of the Participant's
         severance from employment. However, such a distribution shall be
         subject to the other provisions of the Plan regarding distributions,
         other than provisions that require separate from service before such
         amounts may be distributed.

         5.3      WITHDRAWALS FROM AFTER-TAX ACCOUNT WHILE ACTIVELY EMPLOYED.

                  (A)      WITHDRAWAL. A Participant may withdraw assets from
         his or her After-Tax Account at any time.

                  (B)      LOAN LIMITATION. A Participant who has an outstanding
         loan(s) in accordance with Section 5.6 shall be permitted to make a
         withdrawal in accordance with this Section 5.3 only to the extent such
         withdrawal does not reduce the total remaining vested assets in his or
         her Accounts below the amount required by Section 5.6.


                  (C)      IRREVOCABILITY.  Any election to withdraw assets
         shall be irrevocable upon its receipt by the Administrator or its
         delegate.

         5.4      WITHDRAWALS FROM 401(K) ACCOUNT WHILE ACTIVELY EMPLOYED.

                  (A)      WITHDRAWALS FROM 401(K) ACCOUNT. Before a Participant
         under the age of 59-1/2 who is still actively employed by the
         Corporation may withdraw
                                       53
   64

         from his or her 401(k) account, all available assets in the
         Participant's After-Tax Accounts must first be withdrawn.

                  (B)      HARDSHIP WITHDRAWALS. After a Participant under the
         age of 59-1/2 has withdrawn all assets from his or her After-Tax
         Account, a Participant who encounters a Financial Hardship may withdraw
         assets from his or her 401(k) Account, upon the approval of the
         Administrator or its delegate, provided such Participant previously has
         taken all available asset distributions, withdrawals, and loans under
         all applicable plans maintained by the Corporation. The amount of
         assets that may be withdrawn for a Financial Hardship shall be limited
         to the lesser of:

                           (1)      the total amount of the Participant's 401(k)
                  Account determined without regard to earnings; or

                           (2)      the amount required to meet the Financial
                  Hardship.

                  (C)      DETERMINATION OF HARDSHIP. Subject to the claims
         procedure, the determination by the Administrator as to whether an
         event constitutes a "Financial Hardship" shall be final and binding on
         all persons.

                  (D)      LIMITATION OF FUTURE CONTRIBUTIONS. A Participant who
         withdraws assets for a Financial Hardship (i) will be suspended from
         accumulating further savings under the Plan for a period of 12 months
         following such withdrawal, and (ii) shall have his annual Before-Tax
         401(k) contributions limited, for the Plan Year next following the year
         in which the hardship withdrawal was made, to $10,000 (or as may be
         adjusted by the Secretary of the Treasury of the United States) minus
         the amount of any Before-Tax 401(k) contributions made during

                                       54
   65

         the year in which the hardship occurred. Notwithstanding the
         foregoing, a Participant who receives a distribution of Before-Tax
         401(k) contributions after December 31, 2001, on account of hardship
         shall be prohibited from making Before-Tax 401(k) contributions and
         After-Tax Employee Contributions under this and all other plans of the
         employer for 6 months after receipt of the distribution. A participant
         who receives a distribution of Before-Tax 401(k) contributions in
         calendar year 2001 on account of hardship shall be prohibited from
         making Before-Tax 401(k) contributions and After-Tax Employee
         Contributions under this and all other plans of the Corporation for 6
         months after receipt of the distribution or until January 1, 2002, if
         later.

                  (E)      WITHDRAWALS AT AGE 59-1/2. A Participant age 59-1/2
         or older may make a withdrawal from his or her 401(k) Account on the
         same basis as other assets in accordance with Section 5.3.

                  (F)      LOAN LIMITATION. A Participant who has an outstanding
         loan(s) in accordance with Section 5.6 shall be permitted to make a
         withdrawal in accordance with this Section 5.4 only to the extent such
         withdrawal does not reduce the total remaining vested assets in his or
         her Accounts below the amount required by Section 5.6.

                  (G)      IRREVOCABILITY.  Any election to withdraw assets
         shall be irrevocable upon its receipt by the Administrator.


                                       55
   66

         5.5      DEATH BENEFITS.

                  (A)      DESIGNATION OF BENEFICIARIES.
                           (1)      MARRIED PARTICIPANTS. A Participant may file
                  with the Administrator or its delegate a written designation
                  of a beneficiary or beneficiaries with respect to all, or
                  part, of the assets in the Account of the Participant. For a
                  married Participant who dies, the entire balance of the
                  Account shall be paid to the Participant's surviving spouse
                  unless a written designation of beneficiary designating a
                  person(s) other than the spouse as beneficiary with respect to
                  all, or part, of the assets in the Account of the Participant
                  is filed with the Trustee which designation includes the
                  written consent of the spouse, witnessed by the Plan
                  representative or a notary public. The written designation of
                  beneficiary filed with the Administrator may be changed or
                  revoked at any time by the action of the Participant with, if
                  necessary, the consent of the spouse. No designation or change
                  of beneficiary will be effective until it is determined to be
                  in order by the Administrator, but when so determined it will
                  be effective retroactively to the date of the instrument
                  making the designation or change.

                           (2)      SINGLE PARTICIPANTS. In the event an
                  unmarried Participant does not file a written designation of
                  beneficiary, such a Participant shall be deemed to have
                  designated as beneficiary or beneficiaries under this Plan the
                  person or persons designated to receive Basic Life Insurance
                  proceeds upon the death of such Participant under the
                  Corporation's Life

                                       56

   67

                  and Disability Benefits Program for Salaried Employees, unless
                  such Participant shall have assigned such life insurance. If
                  no such designation exists, or if all such beneficiaries have
                  predeceased the Participant, the Participant's Account shall
                  be payable in equal shares to the Participant's children,
                  adopted or otherwise, then surviving, or if the Participant
                  has no children then surviving, in equal shares to the
                  Participant's parents, then surviving, or if the Participant
                  has no children or parents then surviving, to the
                  Participant's estate.



                  (B)      AMOUNT PAYABLE. A beneficiary or beneficiaries will
         receive, subject to provisions of Section 5.5(a)(1), in the event of
         the Participant's death, assets in the Participant's Account in
         accordance with the applicable designation. If the Corporation shall
         be in doubt as to the right of any beneficiary to receive any such
         assets, the Trustee may deliver such assets to the estate of the
         Participant, in which case neither the Trustee nor the Corporation
         shall not have any further liability to anyone.

                  (C)      DATE OF PAYMENT.

                           (1)      LUMP SUM. If a Participant, or former
                  Participant, dies prior to the distribution of his or her
                  interest in the Plan and installment payments have not
                  commenced pursuant to Section 5.2(c)(2), the deceased
                  Participant's interest in this Plan shall be paid out to the
                  Participant's beneficiary or beneficiaries in one lump sum as
                  soon as administratively practicable after the Participant's
                  death provided that (i) if the Participant's spouse is his or
                  her beneficiary and the deceased

                                       57
   68

                  Participant's interest in the Plan is valued, at the time of
                  distribution, at more than $5,000, the spouse may delay
                  payment but not later than December 31 of the Plan Year in
                  which the Participant would have attained age 70-1/2, and (ii)
                  in all other events, distribution may not be delayed more than
                  five years after the death of the Participant.

                           (2)      INSTALLMENTS. If installment payments
                  commenced pursuant to Section 5.2(c)(2) prior to the
                  Participant's death, such payments shall continue to the
                  Participant's beneficiary or beneficiaries so that the
                  remaining portion of the Participant's Account is distributed
                  at least as rapidly as under the method of distribution being
                  used as of the date of the Participant's death; provided,
                  however, that the Participant's beneficiary, or beneficiaries
                  may elect to receive the deceased Participant's vested
                  interest in the Plan in one lump sum payment.

         5.6      LOANS.

                  (A)      LOANS. A Participant, who is an Employee of the
         Corporation and who has satisfied the eligibility requirements of the
         Plan, may borrow from assets in his or her Account.

                  (B)      MAXIMUM LOANS. Notwithstanding the provisions of
         Section 5.6(a), the maximum loan amount (when added to the outstanding
         balance of all loans under all applicable plans maintained by the
         Corporation) will be the lesser of:


                                       58
   69


                           (1)      $50,000. $50,000, less the Participant's
                  highest aggregate balance of all loans over the 12-month
                  period ending on the day before the loan is made; or

                           (2)      ONE-HALF OF ACCOUNT. One-half of the present
                  value of all vested assets in the Participant's Account.

         For purposes of the above limitation, all loans from all plans
         maintained by the Corporation (or any entity required to be aggregated
         with the Corporation in accordance with Section 414(b), (c), or (m) of
         the Code) shall be aggregated.

                  (C)      MINIMUM LOANS. Loans shall be granted in whole dollar
         amounts, with $1,000 established as the minimum amount of any loan.

                  (D)      TERM. Loans shall be granted for a minimum term of
         six months, with additional increments of six months as the Participant
         may elect, to a maximum of five years, or to a maximum of ten years in
         the event the loan is for the purchase or construction of the principal
         residence of the participant, provided a Participant may not elect a
         term which will result in monthly repayments of less than $50.

                  (E)  INTEREST RATE. Loans shall bear a rate of interest
         which shall be the Prime Rate as of the date the Participant requests a
         loan.

                  (F)  SECURITY. A loan shall be secured by a lien on the
         Participant's interest in the Plan to the extent permitted by the
         relevant provisions of the Code and the Act and any regulations or
         guidance issued thereunder.

                  (G)  FREQUENCY. A Participant may be granted a loan no
         more frequently than one time each calendar year, or such longer period
         of time as the


                                       59
   70


         Administrator in its sole discretion may from time to time establish
         applicable to all Participants, provided a Participant who makes
         application for a loan prior to full repayment of a previous loan(s)
         shall be granted an additional loan only if the total of the
         outstanding amount of all of the Participant's loans does not exceed
         the maximum amount permitted in accordance with Section 5.6(b).

                  (H)  MAXIMUM NUMBER OF LOANS. The Administrator may from
         time to time establish procedures with respect to the maximum number of
         loans a Participant may have outstanding at any one time.

                  (I)  PARTICIPANT'S DOCUMENTATION. Prior to the granting of
         any loan, the Participant shall complete and submit such documentation
         as the Administrator may require.

                  (J)  LIQUIDATION OF ACCOUNTS. Cash equal to the value of
         any loan granted shall be obtained by liquidating assets in the
         Participant's Account from investment options in which the Participant
         has assets as the Participant may elect.

                  (K)  REPAYMENT. Repayment of a loan shall be through
         regular payroll deductions, except that if the Participant is not an
         active employee of the Corporation, repayment shall be through
         installment payments. Payments of principal and interest shall be
         applied to reduce the outstanding balance of a loan. Loan repayment
         amounts shall be allocated to the Participant's Account in the
         investment option(s) then in effect for current contributions. In
         accordance with rules established by the Administrator, a Participant
         also shall be permitted


                                       60

   71
         to make partial prepayment, without penalty, of the outstanding
         principal amount of, and accrued interest on, any loan granted under
         the Plan.

                  (L)      LAYOFF OR UNPAID LEAVE. A Participant with an
         outstanding loan who is placed on layoff or an unpaid leave of absence
         status for any reason shall be entitled to:

                           (1)      make installment payments equivalent in
                  value to the payments deducted previously from his paycheck;
                  or

                            (2)     suspend loan payments for a period of up to
                  12 months; provided all loans shall be due and payable no
                  later than five years from the date the respective loans were
                  granted (or ten years in the event of a loan for the purchase
                  or construction of the principal residence of the Participant)
                  and the installments due after the layoff or leave ends must
                  not be less than those required under the original loan.

                  (M)      ACCRUAL OF EARNINGS. No earnings shall accrue to the
         Participant's Account with respect to the outstanding balance of any
         loan other than interest on such loan.

                  (N)      PAYMENT ON TERMINATION. All outstanding loans shall
         be due and payable at such time as the Participant terminates
         employment with the Corporation or effective January 1, 2002, separates
         from employment with the Corporation, except in the event a Participant
         retires and elects to defer receipt of assets payable to him pursuant
         to Section 5.2, or in the event a Participant is terminated by the
         Corporation pursuant to applicable Corporation policy following the
         Participant's assignment to a successor organization. Such a
         Participant

                                       61
   72

         shall continue to make monthly loan repayments. For such a
         Participant, loans shall be due and payable as of the earlier of (i)
         five years following the date of loan (ten years in the event the loan
         is for the purchase or construction of the principal residence of the
         Participant), (ii) the ultimate effective date of hardship withdrawal
         by the Participant, or (iii) the effective date on which the
         Participant is terminated from the service of the successor
         organization.

                  (O)      DEFAULT. In the event a Participant defaults on a
         loan by not making the required loan payments, the entire outstanding
         amount of and accrued interest on the loan shall be due and payable. In
         the event payment is not made within five years following the date of
         the loan (ten years in the event of a loan for the purchase or
         construction of the principal residence of the Participant), the
         Participant then shall be deemed to have received a distribution from
         the trust in an amount equal to the remaining outstanding principal
         amount of, and accrued interest on, the loan.

                  (P)      DISTRIBUTION. Except as provided for in Section
         5.6(n), a Participant who, prior to his repayment of the total
         principal amount of, and accrued interest on, a loan from the trust,
         terminates employment with the Corporation (including termination due
         to death or retirement) or is terminated by the Corporation shall be
         deemed to have elected a withdrawal equal to the principal amount of,
         and accrued interest on, the loan as of the date of the termination of
         employment.

                  (Q)      ADMINISTRATOR'S DISCRETION. The foregoing Subsections
         of this Section 5.6 to the contrary notwithstanding, the Administrator
         reserves the right



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         to declare moratoriums on the granting of new loans to Participants.
         Such moratoriums shall not affect a Participant's obligation to repay
         any outstanding loan.

                  (R)      MILITARY LEAVE. Loan repayments will be suspended
         under the Plan as permitted by Code Section 414(u).

         5.7      FORFEITURES AND REINSTATEMENT OF FORFEITED AMOUNTS.

                  (A)      FORFEITURES. A Participant who terminates employment,
         or, effective January 1, 2002, separates from employment, and whose
         matching account is not vested as provided in Section 5.1 shall, for
         purposes of this plan, be deemed to have received the distribution of
         such account as of the date of termination of his or her employment and
         the Participant's Matching Account shall be forfeited in the year of
         termination, or, effective January 1, 2002, year of separation from
         employment. Accounts forfeited pursuant to this Section 5.7(a) shall be
         used to reduce Corporation Matching contributions under Section 3.2(a)
         or (b).

                  (B)      RESTORATION OF ACCOUNT. If a Participant who is
         deemed to have received a distribution of his or her Matching Account
         pursuant to Section 5.7(a) subsequently becomes eligible to participate
         in the Plan before incurring five consecutive one year breaks in
         service following termination of employment, the Corporation Matching
         contributions not vested will be restored on behalf of such
         Participant.

         5.8 UNDELIVERABLE ASSETS. In the event a distribution to a Participant
or his beneficiary cannot be made because the identity or location of such
Participant or

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beneficiary cannot be determined after reasonable efforts, and if the
Participant's settlement remains undistributed for a period of one year, the
Administrator may direct that the distribution of assets and any earnings on
such assets be returned to the trust fund and liquidated and applied to reduce
Corporation Matching contributions made pursuant to Section 3.2. All liability
for payment thereof shall thereupon terminate; provided, however, in the event
the identity or location of the Participant or beneficiary is determined
subsequently, assets equal to the amount so liquidated shall be paid from the
trust to such person in a single sum.

                                   ARTICLE VI
                                   TRUST FUND

         6.1      GENERAL. All Participants' Before-Tax 401(k) and After-Tax
contributions and Corporation Matching contributions under this Plan will be
paid to the Trustee who shall invest and account for all such amounts and
earnings thereon. Expenses incurred by the Trustee in maintaining the trust
fund, including administrative expenses, will be borne by the Corporation; and
from time to time, the Corporation will, upon request, reimburse the Trustee for
such expenses.

         6.2      INVESTMENT BY TRUSTEE.  The Trustee may invest in the
following instruments:

                  (A)      MUTUAL FUNDS. Contributions invested in the Mutual
         Funds shall be held by the Mutual Fund company appointed by the
         Management Investment Committee, or its delegate, under a contract
         which specifies the terms and conditions of such Funds.

                  (B)      TRUSTEED FUND. Contributions may be invested in such
         Funds as may be maintained by either an investment manager or the
         Trustee, as


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         appointed by the Management Investment Committee, or its delegate,
         under a contract with specifies the terms and conditions of such Fund.

                  (C)      AMERICAN AXLE STOCK FUND. Effective October 1, 2001,
         contributions invested in the American Axle Stock Fund shall be
         maintained by the Trustee, or such other custodian as appointed by the
         Management Investment Committee, under a contract which specifies the
         terms and conditions of such Fund.

                  (D)      LOANS. Contributions invested in Loans made pursuant
         to this Plan shall be held by the Trustee and shall be considered an
         investment option to the borrowing Participant with respect to such
         Participant's loan.

                  (E)      OTHER FUNDS. Contributions invested in any other Fund
         as may be designated from time to time by the Management Investment
         Committee.

                                   ARTICLE VII
                          LIMITATIONS ON CONTRIBUTIONS

         7.1      LIMITATIONS ON CORPORATION CONTRIBUTIONS. In no event shall
the Before-Tax 401(k), After-Tax and Corporation contributions, collectively,
for any Plan Year exceed the lesser of (i) the aggregate of 15% of the total
Compensation of Participants hereunder, or (ii) an amount per Participant which,
when combined with the other sums constituting the Annual Addition to an
individual Participant's Account, exceeds the maximum amount allocable to his or
her Accounts under Section 7.4, or (iii) an amount which causes the Plan to
violate Sections 7.5, 7.6 or 7.7. 401(k) and After-Tax Contributions shall be
paid to the Plan as soon as administratively practicable, but not later than the
15th business day of the month following the month in which such amounts would
have otherwise been payable to the Participant in cash.


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Corporation Matching contributions shall be paid to the Plan on behalf of each
Plan Year in time to qualify as a federal tax deduction for the fiscal year of
the Corporation coinciding with or ending within such Plan Year; provided,
however, that the Corporation may, in its discretion, make all or a portion of
such contribution at an earlier time.

         7.2      SALARY REDUCTION. A Participant may elect to enter into a
salary reduction agreement with the Corporation. The terms of any such salary
reduction agreement shall provide that the Participant agrees to accept a
reduction in salary from the Corporation, equal to a percentage of his or her
Eligible Salary per payroll period, not to exceed the lesser of (i) 20% of such
Eligible Salary, or (ii) the calendar year dollar limitation set forth in Code
Section 402(g)(1), which shall be adjusted for increases in the cost of living
in accordance with regulations prescribed by the Secretary of Treasury or his
delegate in accordance with Code Section 402(g)(5) except to the extent
permitted under Section 3.1(b)(4) and Section 414(v) of the Code, if applicable.
The Administrator may provide for separate elections to be made from the
Participant's Profit Sharing Amount. Before-Tax 401(k) and After-Tax
Contributions may only be made by means of salary reduction. Employees may not
pay such contributions directly from themselves to the Plan. In consideration of
such salary reduction agreement, the Corporation will make a salary reduction
contribution to the Participant's 401(k) or After-Tax Account, as appropriate,
on behalf of the Participant for such Plan Year in an amount equal to the total
amount by which the Participant's Eligible Salary from the Corporation was
reduced during the Plan Year pursuant to the

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salary reduction agreement. Further, salary reduction agreements shall be
governed by the following rules:

                  (A)      AMENDMENT BY PARTICIPANT. A Participant may change
         his or her rate of contribution, or have such contribution suspended,
         pursuant to the rules set forth in Section 3.1(c).

                  (B)      AMENDMENT BY CORPORATION. The Administrator may
         lessen the amount of or revoke the salary reduction agreement with any
         Participant at any time, if the Administrator determines that such
         revocation or amendment is necessary to insure that a Participant's
         Annual Additions for any Plan Year will not exceed the limitations of
         Section 7.4 or to insure that the provisions of Sections 7.5, 7.6 and
         7.7 are met for such Plan Year.

                  (C)      DISTRIBUTION OF EXCESS DEFERRALS. To the extent that
         the Before-Tax 401(k) contributions on behalf of an individual
         Participant for any taxable year are included in the Participant's
         gross income for such year as provided in Code Section 402(g)(1), the
         Participant may notify the Administrator by March 1 of the following
         calendar year of the amount of the excess deferral allocable to the
         Plan as provided in Code Section 402(g)(2)(A)(i) and the Administrator
         shall direct the Trustee to disburse such amount, and any income
         allocable to such amount and allocated to the Participant's 401(k)
         Account, by the succeeding April 15. Notwithstanding the foregoing, a
         Participant will be deemed to have notified the Corporation of an
         excess Before-Tax 401(k) contribution to the extent that the individual
         has excess Before-Tax 401(k) contributions for the

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         calendar year taking into account only Before-Tax 401(k) contributions
         under the Plan and other plans maintained by the Corporation.

         7.3      RETURN OF CONTRIBUTIONS. Under no circumstances whatsoever
shall any of the Fund be returned or transferred to the Corporation, or to any
person for the benefit of the Corporation; provided, however, that (i) a
contribution made by the Corporation under a mistake of fact shall, if the
Corporation so requests, be returned within a year from the date of
contribution, (ii) contributions are conditioned upon deductibility under Code
Section 404 and shall (to the extent disallowed) be returned to the Corporation
within one year after disallowance, and (iii) funds may be returned and/or
disbursed, as described in Sections 7.2, 7.5, 7.6, 7.7 and 7.8 to the extent
described in those Sections.

         7.4      MAXIMUM BENEFIT. Anything in this Plan and Trust to the
contrary notwithstanding, the amount of the Annual Addition allocated to the
Account of a Participant, plus the amount of the Annual Addition allocated to
the Account of such Participant under any other defined contribution plan (as
defined in Act Section 3(34)) of the Corporation during a Limitation Year,
whether or not terminated, shall not exceed the following limits:

                  (A)      PLAN YEARS BEGINNING BEFORE JANUARY 1, 2002.

                           (1)      DOLLAR LIMITATION. For Plan Years beginning
                  after December 31, 1994, $30,000, as adjusted for increases in
                  the cost-of-living under Section 415(d) of the Code; or

                           (2)      PERCENTAGE LIMITATION.  Twenty-Five percent
                  of the Participant's Compensation; or

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                  (B)  PLAN YEARS  BEGINNING  JANUARY 1, 2002 AND  THEREAFTER.
         Except to the extent permitted under Section 3.1(b)(4) and Section
         414(v) of the Code, if applicable, the Annual Addition that may be
         contributed or allocated to a Participant's Account under the Plan for
         any Limitation Year shall not exceed the lesser of:

                           (1)      $40,000, as adjusted for increases in the
                  cost-of-living under Section 415(d) of the Code, or

                           (2)      100 percent of the Participant's
                  compensation, within the meaning of Section 415(c)(3) of the
                  Code, for the Limitation Year.

                  The compensation limit referred to in (2) shall not apply to
         any contribution for medical benefits after separation from service
         (within the meaning of Section 401(h) or Section 419A(f)(2) of the
         Code) which is otherwise treated as an annual addition.

                  (C)      COORDINATION WITH OTHER PLANS. The maximum amount,
         which, when combined with his benefits under the Corporation's defined
         benefit plans (as defined in Act Section 3(35)), if any, and the
         Corporation's other defined contribution plans, if any, causes the sum
         of the Defined Benefit Fraction and the Defined Contribution Fraction
         for such year to equal one. This Section 7.4(c) shall not be applicable
         for Plan Years beginning after December 31, 1999.

                  (D)      DEFINITIONS.

                           (1)      "ANNUAL ADDITION". For purposes of the
                  limitations of this Section 7.4, Annual Addition shall mean
                  the sum of the following amounts allocated to a Participant's
                  Account for any one Plan Year:

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                                    (A)     Corporation contributions;

                                    (B)     After-Tax Employee contributions;

                                    (C)     Forfeitures; and

                                    (D)     Amounts allocated, after March 31,
                           1984, to an individual medical account, as defined in
                           Code Section 415(l)(2), which is part of any pension
                           or annuity plan maintained by the Corporation and
                           amounts derived from contributions paid or accrued
                           after December 31, 1985, in taxable years ending
                           after such date, which are attributable to
                           post-retirement medical benefits allocated to the
                           separate account of a key employee, as defined in
                           Code Section 419A(d)(3), under a welfare benefit
                           fund, as defined in Code Section 419(e), maintained
                           by the Corporation. Contributions for medical
                           benefits (within the meaning of Code Section
                           419A(f)(2)) after separation from service shall not,
                           even though otherwise treated as an Annual Addition,
                           be counted in determining whether the limitations of
                           Section 7.4 have been exceeded.

                  (2)      "DEFINED BENEFIT PLAN FRACTION" shall mean a
         fraction, the numerator of which is the Participant's projected annual
         benefit under the Corporation's defined benefit plans, whether or not
         terminated, (determined at the close of the Plan Year) and the
         denominator of which is the lesser of (i) the product of 1.25
         multiplied by the dollar limitation in effect under Code Section
         415(b)(1)(A) as adjusted by Code Section 415(d), for the year, or (ii)
         the product

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         of 1.4 multiplied by the amount which may be taken into account under
         Code Section 415(b)(1)(B), as adjusted by Code Section 415(d), with
         respect to such Participant under the Plan for such year.

                  Notwithstanding the above, if the Participant was a
         Participant as of the first day of the first Limitation Year beginning
         after December 31, 1986, in one or more defined benefit plans
         maintained by the Corporation which were in existence on May 6, 1986,
         the denominator of this fraction will not be less than 125% of the sum
         of the annual benefits under such plans which the Participant had
         accrued as of the close of the last Limitation Year beginning before
         January 1, 1987, disregarding any changes in the terms and conditions
         of the plan after May 5, 1986. The preceding sentence applies only if
         the defined benefit plans individually and in the aggregate satisfied
         the requirements of Code Section 415 for all Limitation Years beginning
         before January 1, 1987. This Section 7.4(d)(2) shall not be applicable
         for Plan Years beginning after December 31, 1999.

                  (3)      "DEFINED CONTRIBUTION PLAN FRACTION" shall mean a
         fraction, the numerator of which is the sum of the Annual Additions
         under this Plan and all other defined contribution plans of the
         Corporation, whether or not terminated, (as defined for the Plan Year
         in which the Annual Addition was allocated to the Participant's
         Accounts) in such Plan Year and for all prior Plan Years and the
         denominator of which is the sum of the lesser of the following amounts
         determined for such year and for each prior Year of Service with the
         Corporation (i) the product of 1.25 multiplied by the dollar limitation
         in effect under Code Section 415(c)(1)(A) for such year determined
         without regard to Code Section


                                       71
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         415(c)(6), or (ii) the product of 1.4 multiplied by the amount which
         may be taken into account under Code Section 415(c)(1)(B) (or Code
         Section 415(c)(7), if applicable) with respect to such Participant
         under such plan for such year.

                  If an Employee was a Participant as of the first day of the
         first Limitation Year beginning after December 31, 1986, in one or more
         defined contribution plans maintained by the Corporation which were in
         existence on May 6, 1986, the numerator of this fraction will be
         adjusted if the sum of this fraction and the defined benefit fraction
         would otherwise exceed 1.0 under the terms of this Plan. Under the
         adjustment, an amount equal to the product of the excess of the sum of
         the fractions over 1.0 times the denominator of this fraction will be
         permanently subtracted from the numerator of this fraction. The
         adjustment is calculated using the fractions as they would be computed
         as of the end of the last Limitation Year beginning before January 1,
         1987, and disregarding any changes in the terms and conditions of the
         Plan made after May 5, 1986, but using the limitations of Code Section
         415 applicable to the first Limitation Year beginning on or after
         January 1, 1987. This Section 7.4(d)(3) shall not be applicable for
         Plan Years beginning after December 31, 1999.

                  (4) LIMITATION YEAR. For purposes of applying the limitations
         of Code Section 415, the Limitation Year of this Plan shall be the same
         as the Plan Year.

         7.5 ACTUAL DEFERRAL PERCENTAGE. The amount of Before-Tax 401(k)
contributions shall be adjusted and/or returned, as described below, for any
Plan Year in which the Actual Deferral Percentage Test is not met.



                                       72
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                  (A) ACTUAL DEFERRAL PERCENTAGE TEST. The Actual Deferral
         Percentage Test will be met for a Plan Year only if the Actual Deferral
         Percentage for Highly Compensated Participants for that Plan Year does
         not exceed the greater of:

                           (1) 1.25. The Actual Deferral Percentage of all
                  Non-Highly Compensated Participants for that Plan Year
                  multiplied by 1.25; or

                           (2) 2.00. The Actual Deferral Percentage of all
                  Non-Highly Compensated Participants for that Plan Year
                  multiplied by two and must not be more than two percentage
                  points higher than the Actual Deferral Percentage of all
                  Non-Highly Compensated Participants for that Plan Year.

                  (B)  ACTUAL DEFERRAL PERCENTAGE. The Actual Deferral
         Percentage for a specified group of Participants for a Plan Year shall
         be the average of the ratios (calculated separately for each
         Participant in such group) of:

                           (1) the amount of Before-Tax 401(k) contributions
                  actually paid over to the Plan on behalf of each such
                  Participant for such Plan Year; to

                           (2) the Participant's Compensation for such Plan
                  Year.

                  The ratios and the Actual Deferral Percentage for each group
         shall be calculated to the nearest one-hundredth of one percent of the
         Participant's Compensation.

                  (C)  HIGHLY COMPENSATED EMPLOYEE. In calculating the
         Actual Deferral Percentage, the Actual Deferral ratio of a Highly
         Compensated Employee will be


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         determined by treating all cash or deferred arrangements under which
         the Highly Compensated Employee is eligible as a single arrangement.

                  (D)  AGGREGATION. For purposes of determining whether a
         plan satisfies the Actual Deferral Percentage test, all Before-Tax
         401(k) contributions that are made under two or more plans that are
         aggregated for purposes of Code Sections 401(a)(4) or 410(b) (other
         than 410(b)(2)(A)) are to be treated as made under a single plan and if
         two or more plans are permissively aggregated for purposes of Code
         Section 401(k), the aggregated plans must also satisfy Code Sections
         401(a)(4) and 410(b) as though they were a single plan. Plans may be
         aggregated under this Section 7.5(d) only if they have the same Plan
         Year.

                  (E)  ADJUSTMENT AND DISBURSEMENT OF EXCESS AMOUNTS. The
         Administrator may direct the Corporation to refrain from paying over to
         the Plan Before-Tax 401(k) contributions on behalf of Highly
         Compensated Participants to insure that the requirements set forth
         above are met for each Plan Year. If the Actual Deferral Percentage
         Test is violated the Corporation, in its sole discretion, shall satisfy
         such requirement by any combination of (i) or (ii) below:

                           (i) Excess Before-Tax 401(k) contributions and any
                  income allocable thereto which has been allocated to the
                  Participant's 401(k) Account shall for the Plan Year and for
                  the period between the end of the Plan Year and the date of
                  the distribution be returned from the Plan to the Highly
                  Compensated Participants before the close of the following
                  Plan Year. If such amounts are distributed more than 2-1/2
                  months after the


                                       74
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                  last day of the Plan Year in which such excess amounts arose,
                  then Code Section 4979 imposes a ten percent excise tax on the
                  Corporation. In such event, Matching Contributions shall not
                  be made with regard to such amounts. The total excess
                  Before-Tax 401(k) contributions to be refunded shall equal (i)
                  the aggregate amount of contributions taken into account in
                  determining the Actual Deferral Percentage of Highly
                  Compensated Participants for the Plan Year in excess of (B)
                  the maximum amount of such contributions permitted under
                  Section 7.5(a) determined by reducing contributions made on
                  behalf of Highly Compensated Participants in the order of
                  their Actual Deferral Percentage beginning with the highest of
                  such percentages. For Plan Years beginning January 1, 1997 and
                  thereafter, in reducing the Highly Compensated Participant's
                  Before-Tax 401(k) contributions, the Participants with the
                  highest Before-Tax 401(k) contribution shall be reduced first.
                  The reductions required by Section 7.2 shall be applied prior
                  to the reductions and tests of this Section 7.5. The amount of
                  excess Before-Tax 401(k) contributions which are returned from
                  the Plan to a Highly compensated Participant shall be reduced
                  by the amount of excess Before-Tax 401(k) contributions
                  previously returned to such Highly Compensated Participant for
                  his taxable years ending with or within the same Plan Year.

                           (ii) The Corporation may make a Qualified
                  Non-Elective Contribution and/or within twelve (12) months
                  after the end of the Plan



                                       75
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                  Year, on behalf of any or all Non-Highly Compensated Employees
                  in an amount necessary to satisfy one of the tests set forth
                  in Section 7.5(a); provided, that such Qualified Non-Elective
                  Contributions and Qualified Matching Contribution satisfy the
                  requirements of Regulation Section 1.401(k)-1(b)(5). Such
                  Qualified Non-Elective Contributions and Qualified Matching
                  Contributions shall be allocated to the Non-Highly Compensated
                  Employee's 401(k) Account.

                  (F)  ALTERNATIVE TESTING METHODS. For any Plan Year, the
         Corporation may treat the portion of the Plan benefiting a group of
         Employees who would otherwise be excludable under Treasury Regulation
         Section 1.410(b)-6(b)(3) (or any succeeding regulation) as under a
         separate plan for purposes of satisfying the Actual Deferral Percentage
         Test. In addition, if, for any Plan Year beginning on or after January
         1, 1999, those Employees who fail to satisfy the requirements of Code
         Section 410(a)(1) satisfy the requirements of Code Section 410(b)(1)
         when tested separately, then those Non-Highly Compensated Employees who
         fail to satisfy the requirements of Code Section 410(a)(1) may be
         excluded from testing under this Section.

         7.6 CONTRIBUTION PERCENTAGE TEST. Matching contributions and After-Tax
Employee contributions shall be adjusted and/or returned, as described below,
for any Plan Year in which the Contribution Percentage Test is not met.

                  (A)  CONTRIBUTION PERCENTAGE TEST. The Contribution
         Percentage test will be met for a Plan Year only if the Contribution
         Percentage for participating



                                       76
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         Highly Compensated Employees for that Plan Year does not exceed the
         greater of:

                           (1) 1.25. The Contribution Percentage of all
                  Non-Highly Compensated Participants for that Plan Year
                  multiplied by 1.25; or

                           (2) 2.00. The Contribution Percentage of all
                  Non-Highly Compensated Participants for that Plan Year
                  multiplied by two and must not be more than two percentage
                  points higher than the Contribution Percentage of all other
                  Non-Highly Compensated Participants for that Plan Year.

                  (B)  CONTRIBUTION PERCENTAGE. The Contribution Percentage
         for a specified group of Participants for a Plan Year shall be the
         average of the ratios (calculated separately for each employee in such
         group) of:

                           (1) the sum of the Matching Contributions and
                  After-Tax Employee contributions paid under the Plan on behalf
                  of each such Participant for such Plan Year, to

                           (2) the Participant's Compensation for such Plan
                  Year.

                  To the extent provided by regulations, the Administrator may
         elect to take into account, in computing the Contribution Percentage,
         Before-Tax 401(k) contributions and Qualified Matching Contributions
         and Non-Elective Contributions under the Plan or any other plan of the
         Corporation. Qualified Matching Contributions which the Administrator,
         in its sole discretion, elects to use in calculating the Actual
         Deferral Percentage under Section 7.5 are excluded from the calculation
         of the Contribution Percentage in this Section 7.6.



                                       77
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                  (C)  HIGHLY COMPENSATED EMPLOYEES. In calculating the
         Actual Contribution Percentage, the Actual Contribution ratio of a
         Highly Compensated Employee will be determined by treating all plans
         subject to Code Section 401(m) under which the Highly Compensated
         Participant is eligible as a single plan.

                  (D)  AGGREGATION. For purposes of determining whether a
         Plan satisfies the Actual Contribution Percentage test, all After-Tax
         Employee and Matching contributions that are made under two or more
         plans that are aggregated for purposes of Code Sections 401(a)(4) or
         410(b) (other than 410(b)(2)(A)(ii)) are to be treated as made under a
         single plan and if two or more plans are permissively aggregated for
         purposes of Code Section 401(m), the aggregated plans must also satisfy
         Code Sections 401(a)(4) and 410(b) as though they were a single plan.
         Plans may be aggregated under this Section 7.6(d) only if they have the
         same Plan Years.

                  (E)  DISTRIBUTION OF EXCESS AGGREGATE CONTRIBUTIONS. The
         Plan Administrator shall, each Plan Year, determine whether the
         Contribution Percentage Test has been met for that Plan Year. If the
         Contribution Percentage Test has not been met for a Plan Year, the
         Corporation, in its sole discretion, shall satisfy such requirement by
         any combination of (i) or (i) below:

                           (i) The Corporation shall direct the Trustee to
                  distribute or treat as a forfeiture in the case of a Highly
                  Compensated Employee who does not have a vested interest in
                  his Matching Contributions, the Excess Aggregate Contributions
                  and any income allocable to such Excess



                                       78
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                  Aggregate Contributions for such Plan Year. The amount to be
                  distributed or forfeited hereunder shall be determined by
                  reducing the contributions made on behalf of Highly
                  Compensated Participants in the order of their Contribution
                  Percentage beginning with the highest of such percentages. The
                  income allocable to Excess Aggregate Contributions includes
                  both income for the Plan Year for which the Excess Aggregate
                  Contributions were made and income for the period between the
                  end of the Plan Year and the date of distribution. Such
                  distribution shall be made before the close of the Plan Year
                  next following the Plan Year in which the Plan failed to meet
                  the Contribution Percentage Test. If such amounts are
                  distributed more than 2-1/2 months after the last day of the
                  Plan Year in which such excess amounts arose, then Code
                  Section 4979 imposes a ten percent excise tax on the Employer.

                           (ii) The Corporation may make a Qualified
                  Non-Elective Contribution within 12 months after the end of
                  the Plan Year, on behalf of any or all Non-Highly Compensated
                  Employees in an amount sufficient to satisfy one of the tests
                  set forth in Section 7.6(a), provided that the requirements of
                  Regulation Section 1.401(m)-1(b)(5) are satisfied. Such
                  contribution shall be allocated to the Participant's 401(k)
                  Account. A separate accounting shall be maintained for the
                  purpose of excluding such contributions from the "Actual
                  Deferred Percentage" tests pursuant to Section 7.5(a).



                                       79
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                  (F) EXCESS AGGREGATE CONTRIBUTIONS. The term "Excess Aggregate
         Contributions" means with respect to any Plan Year, the excess of;

                           (1) the aggregate amount of the Matching and
                  After-Tax Employee contributions taken into account in
                  computing the Contribution Percentage actually made on behalf
                  of Highly Compensated Employees for such Plan Year, over

                           (2) the maximum amount of such contributions
                  permitted under the limitations of Section 7.6(a).

                  (G) METHOD OF DISTRIBUTING EXCESS CONTRIBUTIONS. Any
         distribution or forfeiture of the Excess Aggregate Contributions for
         any Plan Year shall be made to Highly Compensated Participants on the
         basis of the respective portions of such amounts attributable to each
         such employees (determined, for Plan Years beginning January 1, 1997
         and thereafter, by reducing the Highly Compensated Employee with the
         highest contributions first). The method of distributing Excess
         Aggregate Contributions must meet the requirements of Code Section
         401(a)(4). A method under which After-Tax Employee Contributions are
         distributed to Highly Compensated Employee to the extent necessary to
         meet the requirements of Code Section 401(m)(2) while Matching
         Contributions attributable to such After-Tax Employee Contributions
         remain allocated to the Employee's Account will not meet the
         requirements of Code Section 401(m)(2).

                  (H)  ORDER OF ADJUSTMENTS. The determinations, reductions,
         adjustments and distributions required by this Section 7.6 shall be
         made only after the provisions of Section 7.5 have been applied. Excess
         Aggregate



                                       80
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         Contributions may not be corrected by forfeiture if such contributions
         are not forfeitable under the terms of this Plan. Matching
         Contributions that are vested may not be forfeited to correct Excess
         Aggregate Contributions.

                  (I)  ALTERNATIVE TESTING METHODS: For any Plan Year, the
         Corporation may treat the portion of the Plan benefiting a group of
         Employees who would be otherwise excludable under Treas. Reg. Section
         1.410(b)-6(b)(3) (or any succeeding regulation) as under a separate
         plan for purposes of satisfying the Actual Contribution Percentage
         Test. In addition, if, for any Plan Year beginning on or after January
         1, 1999, those Employees who fail to satisfy the requirements of Code
         Section 410(a)(1) satisfy the requirements of Code Section 410(b)(1)
         when tested separately, then those Non-Highly Compensated Employees who
         fail to satisfy the requirements of Code Section 410(a)(1) may be
         excluded from testing under this Section.

         7.7 RESTRICTIONS ON MULTIPLE USE OF ALTERNATIVE LIMITATIONS. For the
Plan Years beginning before January 1, 2002, in addition to the limitations
provided in Sections 7.5 and 7.6, the aggregate limit of the sum of the Actual
Deferral Percentage and the Contribution Percentage for Highly Compensated
Employees shall not exceed the greater of:

                  (A)  125% of the greater of:

                           (1) the Actual Deferral Percentage of the Non-Highly
                  Compensated Employees who are Participants for the preceding
                  Plan Year; or


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                           (2) the Contribution Percentage of the Non-Highly
                  Compensated Employees who are Participants for the preceding
                  Plan Year; and

                  (B)  the lesser of:

                           (1) 200% of the lesser of the Actual Deferral
                  Percentage or the Contribution Percentage for the Non-Highly
                  Compensated Employees who are Participants for the preceding
                  Plan Year; or

                           (2) the lesser of the Actual Deferral Percentage or
                  the Contribution Percentage for the Non-Highly Compensated
                  Employees who are Participants for the preceding Plan Year
                  plus two percentage points.

         If this aggregate limitation is exceeded, the Administrator shall
reduce the Actual Deferral Percentage, the Contribution Percentage of Highly
Compensated Participants, or both, as determined by the Administrator, in the
manner set forth in Sections 7.6 and 7.7 as applicable.

         The multiple use test described in Section 1.40(m)-2 and this Section
7.7 shall not apply for Plan Years beginning after December 31, 2001.

         7.8 SUSPENSE ACCOUNT. If, as a result of a reasonable error in
estimating a Participant's compensation or forfeitures or because of such other
facts and circumstances which the Commissioner of the Internal Revenue Service
shall find justifies the establishment of a suspense account pursuant to
Department of Treasury Regulation Section 1.415-6(b)(6), the Annual Addition
under this Plan for a particular Participant would cause the limitations of Code
Section 415 applicable to that



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Participant for the Limitation Year in question to be exceeded, the following
procedures shall be followed for such Limitation Year after making any
adjustments described in Sections 7.2, 7.5, 7.6 and 7.7:

                  (A)  After-Tax Employee contributions and any gains
         attributable thereto shall be returned to the Participant to the extent
         necessary. No Matching contributions shall be made with regard to such
         amounts.

                  (B)  Before-Tax 401(k) contributions and any gains
         attributable thereto shall be returned to the Participant to the extent
         necessary. No Matching contributions shall be made with regard to such
         amounts.

                  (C)  The excess amount will be used to reduce Corporation
         contributions for such Participant in the next, and succeeding,
         Limitation Years. If the Participant was not covered by the Plan at the
         end of the Limitation Year, such excess will be applied to reduce
         Matching contributions for all remaining Participants in the next, and
         succeeding, Limitation Years.

                  (D)  Such excess amounts shall be held unallocated in a
         Suspense Account. If a Suspense Account exists at any time during a
         particular Limitation Year, all amounts in the Suspense Account must be
         allocated and reallocated to Participant's Accounts in succeeding Plan
         Years before any Corporation contributions and After-Tax Employee
         Contributions, which would constitute Annual Additions, may be made to
         the Plan for that Plan Year for such Participant.

                  (E)  Investment gains or other income and investment
         losses shall be allocated to the Suspense Account.



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                  (F)  In the event the Plan is terminated, any amounts in
         the Suspense Account which cannot be allocated to Participants due to
         the operation of this Section 7.8 shall revert to the Corporation.

                                  ARTICLE VIII
                          OTHER PROVISIONS OF THE PLAN

         8.1 AMENDMENT, MODIFICATION, SUSPENSION, OR TERMINATION. The
Corporation reserves the right, by and through its Board of Directors, to amend,
modify, suspend, or terminate the Plan. No amendment, modification, suspension,
or termination of the Plan shall have a retroactive effect which would prejudice
the interests of participating employees except as may be required to comply
with the Code or the Act. In addition, the Management Benefits Committee shall
have the authority to make amendments as provided in Section 10.2(c)(4).

         8.2 MERGER OR CONSOLIDATION. In the event of any merger or
consolidation with, or transfer of assets or liabilities to, any other plan or
program, each Participant in the Plan would, if the Plan then terminated,
receive the assets in his Account immediately after the merger, consolidation,
or transfer which are at least equal in value to the assets he would have been
entitled to receive immediately before the merger, consolidation, or transfer if
the Plan had then terminated.

         8.3 DISTRIBUTION UPON PLAN TERMINATION. In the event of termination or
partial termination of the Plan, the Administrator may direct the Trustee to:

                  (A)  continue to administer the trust fund and pay Account
         balances in accordance with Section 5.2 to Participants affected by the
         termination of the Plan upon their termination of employment, or to
         beneficiaries upon such a Participant's death, until the trust fund has
         been liquidated; or



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                  (B)  distribute the assets remaining in the trust fund in
         a lump sum to Participants and beneficiaries in proportion to their
         respective Account balances.

In the event of the termination or partial termination of the Plan or the
complete discontinuance of contributions hereunder, the rights of each affected
Participant to benefits accrued to the date of such termination, partial
termination or discontinuance shall become fully vested and be nonforfeitable to
the extent then funded.

         8.4 DISTRIBUTION UPON SALE OF SUBSIDIARY OR CORPORATION ASSETS. Upon
termination of employment of a Participant following the sale of (i) a
subsidiary of the Corporation which is the employer of such Participant, or (ii)
substantially all of the assets used by the Corporation at the location where
such Participant is employed, all assets in the Participant's Account shall be
distributed to such Participant, subject to Section 5.2.

         8.5 CORPORATION CONTRIBUTIONS NOT VESTED. Assets representing the
Corporation contributions made pursuant to Section 3.2, and earnings thereon
which are not vested prior to a Participant's withdrawal or termination of
employment shall be applied first to reduce any subsequent contribution of the
Corporation under Section 3.2, or, if the Plan shall be terminated, any amount
not so applied shall first be applied to pay Plan expenses and then shall be
credited ratably to the Accounts of all Participants at the time of termination.

         8.6 NON-ALIENATION: DOMESTIC RELATIONS ORDERS. Except as provided in
Code Section 401(a)(13), each and every Participant or beneficiary is hereby
prohibited from transferring, anticipating, assigning or alienating his or her
interest hereunder either by assigning said interest or by any other method, nor
shall such interest be



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subject to any judgment rendered, attachment, garnishment, levy, or other legal
or equitable process against such Participant or beneficiary. The preceding
sentence shall also apply to the creation, assignment, or recognition of a right
to any benefit payable with respect to a Participant pursuant to a domestic
relations order; provided, however, that payments shall be made pursuant to a
qualified domestic relations order, as defined in Code Section 414(p). All
rights and benefits, including elections, provided to a Participant in the Plan
shall be subject to the rights afforded to any alternate payee under a qualified
domestic relations order. Furthermore, a distribution to an alternate payee
shall be permitted if such distribution is authorized by a qualified domestic
relations order, even if the affected Participant has not reached the earliest
retirement age under the Plan. Notwithstanding any provision in the Plan to the
contrary, an offset to a Participant's benefit under the Plan against the amount
that the Participant is ordered or required to pay the Plan with respect to a
judgment, order or decree issued, or a settlement entered into on or after
August 5, 1997, shall be permitted in accordance with Section 401(a)(13)(C) or
(D) of the Code.

                                   ARTICLE IX
                                    TOP HEAVY

         9.1 TOP-HEAVY PROVISIONS. In any Plan Year in which the Plan is a
"Top-Heavy Plan", as defined in Section 416 of the Code, the requirements of
this Section are applicable and must be satisfied.

         9.2 DEFINITIONS.

                  (A)  AGGREGATION GROUP. "Aggregation Group" means a plan
         or group of plans which includes all defined benefit and defined
         contribution plans maintained by the Corporation in which a Key
         Employee is a participant or which



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         enables any plan in which a Key Employee is a participant to meet the
         requirements of Section 401(a)(4) or Section 410 of the Code, as well
         as any other plan or plans of the Corporation which, when considered as
         a group with the required Aggregation Group, would continue to satisfy
         the requirements of Section 401(a)(4) and Section 410 of the Code.

                  (B)  CUMULATIVE ACCOUNT. "Cumulative Account" shall mean
         the sum of an Employee's accounts under a defined contribution plan
         (for an unaggregated plan), or under all defined contribution plans
         included in an Aggregation Group (for aggregated plans), determined as
         of the most recent plan valuation date within a 12-month period ending
         on the Determination Date, increased by any contributions due after
         such valuation date and before the Determination Date.

                  (C)  CUMULATIVE ACCRUED BENEFIT. "Cumulative Accrued
         Benefit" means the sum of benefits under a defined benefit plan (for an
         unaggregated plans) or under all defined benefit plans included in an
         Aggregation Group (for aggregated plan), determined under the actuarial
         assumptions set forth in such plan or plans, as of the most recent plan
         valuation date within a 12-month period ending on the Determination
         Date as if the Employee voluntarily terminated service as of such
         valuation date.

                  (D) DETERMINATION DATE. "Determination Date" means the last
         day of the preceding Plan Year.

                  (E)  KEY EMPLOYEE. "Key Employee" means any employee
         described in Section 416(i)(1) of the Code and regulations thereunder.



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                  (F) VALUATION DATE. "Valuation date" means last day of a Plan
         year as of which date Participants' Accounts shall be valued at fair
         market value.

         9.3 VESTING. Corporation contributions made pursuant to Section 9.4
shall vest immediately upon allocation to the Account of a Participant.

         9.4 MINIMUM CONTRIBUTIONS. Minimum Corporation contributions for a
Participant who is not a Key Employee shall be required under the Plan for each
Plan Year the Plan is Top-Heavy as follows:

                  (A)  .TOP-HEAVY CONTRIBUTION. The amount of the minimum
         contribution shall be the lesser of the following percentages of
         Compensation:

                           (1) 3%. Three percent; or

                           (2) PERCENTAGE. The highest percentage at which such
                  contributions are made under the Plan for the Plan Year on
                  behalf of a Key Employee.

                                    (A) AGGREGATION OF PLANS. For purposes of
                           this Section 9.4(a), all defined contribution plans
                           required to be included in an Aggregation Group shall
                           be treated as one plan.

                                    (B) MINIMUM BENEFIT IN DEFINED BENEFIT PLAN.
                           This Section 9.4(a)(2) shall not apply if the Plan is
                           required to be included in an Aggregation Group, and
                           the Plan enables a defined benefit plan required to
                           be included in the Aggregation Group to meet the
                           requirements of Sections 401(a)(4) or 410 of the
                           Code.

                  (B)  CONTRIBUTIONS DISREGARDED. There shall be disregarded
         for purposes of this Section 9.4, any contributions to a salary
         reduction or a similar



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         arrangement or contributions or benefits under Chapter 21 of the Code
         (relating to the Federal Insurance Contributions Act), Title II of the
         Social Security Act, or any other Federal or state law.

                  (C)  ELIGIBLE PARTICIPANTS. For purposes of this Section
         9.4, the term "Participants" shall be deemed to refer to all
         Participants who have not separated from service at the end of the Plan
         Year.

                  (D)  TOP HEAVY MINIMUM IN DEFINED BENEFIT PLAN.
         Notwithstanding any other provision in this Section 9.4, if a
         Participant who is a Non-Key Employee also participates in a defined
         benefit plan maintained by the Corporation under which he is entitled
         to a benefit by Code Section 416(c)(1), he shall accrue the minimum
         benefit under that plan in lieu of the minimum allocation under this
         Plan.

         9.5 TOP-HEAVY PLANS. If for any Plan Year prior to January 1, 2000, in
which the Plan is a "Top-Heavy Plan" it is also a "Super Top-Heavy Plan," then
for purposes of the limitations on contributions and benefits under Section 415
of the Code, the dollar limitations in the Defined Benefit Plan Fraction and the
Defined Contribution Plan Fraction shall be multiplied by 1.0 rather than 1.25.
In the case of a "Top-Heavy Plan" that is not a "Super Top-Heavy Plan," the
above dollar limitations shall not be multiplied by 1.0 if each non-Key Employee
receives an additional minimum contribution or benefit as provided under Section
416(h)(2)(A) of the Code. If the application of the provisions of this Section
9.5 would cause any Participant to exceed the combined Section 415 limitations
on contributions and benefits, then the application of the provisions of this
Section 9.5 shall be suspended as to such Participant until such time



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as he no longer exceeds the combined Section 415 limitations as modified by this
Section 9.5. During the period of such suspension, there shall be no Corporation
contributions, forfeitures, or voluntary non-deductible contributions allocated
to such Participant under this or any other defined contribution plan of the
Corporation, and there shall be no accruals for such Participant under any
defined benefit plan of the Corporation.

         9.6 DETERMINATION OF TOP HEAVINESS. The determination of whether a plan
is "Top-Heavy" shall be made as follows:

                  (A)  NON-AGGREGATION. If the Plan is not required to be
         included in an Aggregation Group with other plans, then it shall be
         "Top-Heavy" only if when considered by itself it is a "Top-Heavy Plan"
         and it is not included in a permissive Aggregation Group that is not a
         "Top-Heavy Group."

                  (B)  AGGREGATION. If the Plan is required to be included
         in an Aggregation Group with other plans, then it shall be "Top-Heavy"
         only if the Aggregation Group, including any permissible aggregated
         plans, is "Top-Heavy."

                  (C)  PERMISSIVE AGGREGATION. If a plan is not "Top-Heavy"
         and is not required to be included in an Aggregation Group, then it
         shall not be "Top-Heavy" even if it is permissively aggregated in an
         Aggregation Group which is a "Top-Heavy Group."

         9.7 CALCULATION OF TOP-HEAVY RATIOS A plan shall be "Top-Heavy" and an
Aggregation Group shall be a "Top-Heavy Group" with respect to any Plan Year if
the sum as of the Determination Date of the Cumulative Accrued Benefits and the




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Cumulative Accounts of Key Employees exceeds 60% of a similar sum determined for
all Employees, excluding former Key Employees.

         9.8 DETERMINATION OF SUPER TOP HEAVINESS. A Plan shall be a "Super
Top-Heavy Plan" if it would be a "Top-Heavy Plan" under the provisions of
Section 9.7 but substituting "90%" for "60%" in the ratio test.

         9.9 CUMULATIVE ACCOUNTS AND CUMULATIVE ACCRUED BENEFITS. The Cumulative
Accounts and Cumulative Accrued Benefits for any Employee shall be determined as
follows:

                  (1)  Accounts and benefits shall be calculated to include
         all amounts attributable to both Corporation and Employee
         Contributions.

                  (2)  Accounts and benefits shall be increased by the
         aggregate distributions during the five-year period ending on the
         Determination Date made with respect to an Employee under the plan or
         plans as the case may be or under a terminated plan which, if it had
         not been terminated, would have been required to be included in the
         Aggregation Group.

         9.10 DETERMINATION OF TOP HEAVY STATUS AFTER DECEMBER 31, 2001. This
Section 9.10 shall apply for purposes of determining whether the Plan is
Top-Heavy under Section 416(g) of the Code for Plan Years beginning after
December 31, 2001, and whether the Plan satisfies the minimum benefits
requirements of Section 416(c) of the Code for such years. This Section amends
Sections 9.1 through 9.9 of the Plan.

         (A) DETERMINATION OF TOP-HEAVY STATUS.

                  (1)  KEY EMPLOYEE. Key Employee means any employee or
         former employee (including any deceased employee) who at any time
         during the Plan



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         Year that includes the determination date was an officer of the
         Corporation having annual compensation greater than $130,000 (as
         adjusted under Section 416(i)(1) of the Code for plan years beginning
         after December 31, 2002), a 5-percent owner of the Corporation, or a
         1-percent owner of the Corporation having annual compensation of more
         than $150,000. For this purpose, annual compensation means compensation
         within the meaning of Section 415(c)(3) of the Code. The determination
         of who is a Key Employee will be made in accordance with Section
         416(i)(1) of the Code and the applicable regulations and other guidance
         of general applicability issued thereunder.

                  (2)  DETERMINATION OF PRESENT VALUES AND AMOUNTS. This
         Section 9.10(b)(2) shall apply for purposes of determining the present
         values of accrued benefits and the amounts of account balances of
         employees as of the Determination Date.

                           (A) DISTRIBUTIONS DURING YEAR ENDING ON THE
                  DETERMINATION DATE. The present values of accrued benefits and
                  the amounts of account balances of an employee as of the
                  Determination Date shall be increased by the distributions
                  made with respect to the employee under the Plan and any plan
                  aggregated with the Plan under Section 416(g)(2) of the Code
                  during the 1-year period ending on the Determination Date. The
                  preceding sentence shall also apply to distributions under a
                  terminated plan which, had it not been terminated, would have
                  been aggregated with the Plan under Section 416(g)(2)(A)(i) of
                  the Code. In the case of a distribution made for a reason
                  other than separation from



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                  service, death, or disability, this provision shall be applied
                  by substituting "5-year period" for "1-year period."

                           (B) EMPLOYEES NOT PERFORMING SERVICES DURING YEAR
                  ENDING ON THE DETERMINATION DATE. The accrued benefits and
                  accounts of any individual who has not performed services for
                  the employer during the 1-year period ending on the
                  Determination Date shall not be taken into account.

                           (C) MATCHING CONTRIBUTIONS. Matching Contributions
                  shall be taken into account for purposes of satisfying the
                  minimum contribution requirements of Section 416(c)(2) of the
                  Code and the Plan. The preceding sentence shall apply with
                  respect to Matching Contributions under the Plan or, if the
                  plan provides that the minimum contribution requirement shall
                  be met in another plan, such other plan. Matching
                  Contributions that are used to satisfy the minimum
                  contribution requirements shall be treated as Matching
                  Contributions for purposes of the actual contribution
                  percentage test and other requirements of Section 401(m) of
                  the Code.

                  (B) TOP-HEAVY RULES INAPPLICABLE. The top-heavy requirements
         of Section 416 of the Code and Article IX of the Plan shall not apply
         in any year beginning after December 31, 2001, in which the Plan
         consists solely of a cash or deferred arrangement which meets the
         requirements of Section 401(k)(12) of the Code and matching
         contributions with respect to which the requirements of Section
         401(m)(11) of the Code are met.



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                                    ARTICLE X
                             ADMINISTRATION OF PLAN

         10.1 MANAGEMENT INVESTMENT COMMITTEE. The Compensation Committee of the
Board of Directors of the Corporation shall appoint an Management Investment
Committee for the Plan.

                  (A)  APPOINTMENT AND REMOVAL OF COMMITTEE. The Management
         Investment Committee shall consist of three or more individuals
         appointed by, and serving at the discretion of, the Compensation
         Committee. A member of the Management Investment Committee may (i)
         resign upon 30 days written notice to the Compensation Committee, or
         (ii) be removed from the Management Investment Committee at any time at
         the discretion of the Compensation Committee.

                  (B)  DECISIONS BY COMMITTEE. The Management Investment
         Committee shall act by majority vote either at a meeting of the
         Committee or by written consent. Meetings may be attended
         telephonically.

                  (C)  AUTHORITY. The Management Investment Committee shall
         have the following duties and authority under the Plan.

                           (1) TRUSTEE. The Management Investment Committee
                  shall appoint a Trustee for the Plan, and shall enter into a
                  Trust Agreement with the Trustee. The Trustee shall be paid
                  such fees and provide such services as may be mutually agreed
                  upon, in writing, by the Trustee and the Management Investment
                  Committee. Subject to the terms of the Trust Agreement, the
                  Management Investment Committee may remove the Trustee at any
                  time.



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                           (2) INVESTMENT MANAGERS. The Management Investment
                  Committee may appoint one or more Investment Managers to
                  manage and invest the assets of the Plan. The Investment
                  Manager(s) shall be paid such fees and provide such services
                  as may be mutually agreed upon, in writing, by the Investment
                  Manager(s) and the Management Investment Committee. Subject to
                  the terms of any Investment Manager Agreement, the Management
                  Investment Committee may remove an Investment Manager at any
                  time.

                           (3) MUTUAL FUND COMPANY. The Management Investment
                  Committee shall select the Mutual Fund Company or Companies to
                  provide the Mutual Fund Options. A Mutual Fund Company shall
                  be paid such fees and provide such services as may be mutually
                  agreed upon, in writing, by the Mutual Fund Company and the
                  Management Investment Committee. The Management Investment
                  Committee may remove a Mutual Fund Company at any time.

                           (4) INVESTMENT OPTIONS. The Management Investment
                  Committee shall select what Mutual Fund Options and/or
                  Trusteed Funds shall be made available for Plan investments.
                  If Trusteed Funds are made available, the Management
                  Investment Committee shall determine whether they are to be
                  managed by the Trustee or an Investment Manager. The
                  Management Investment Committee shall establish, or approve,
                  the investment aims, objectives and limitations of any
                  Trusteed Fund.



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                           (5) INVESTMENT POLICY. The Management Investment
                  Committee shall establish an investment policy for the Plan.

                           (6) INVESTMENT PERFORMANCE. The Management Investment
                  Committee shall monitor the performance of the Trustee,
                  Investment Manager(s) and Mutual Fund Company or Companies and
                  shall review the performance of the Plan's investments on a
                  quarterly basis, or more frequently as needed.

                           (7) COMPLIANCE. The Management Investment Committee
                  shall monitor the Plan's compliance with the fiduciary
                  responsibility rules of Section 404 of the Act, the prohibited
                  transaction rules of Section 406 of the Act and Section 4975
                  of the Code, and the provisions of Section 404(c) of the Act
                  relating to individual direction of investments and may take
                  such action as the Management Investment Committee deems
                  appropriate to ensure continued compliance or correct any
                  deficiencies.

                                    For purposes of Section 404(c) of the Act,
                  the Management Investment Committee shall be the designated
                  fiduciary responsible for safeguarding the confidentiality of
                  all information relating to the purchase, sale and holding of
                  employer securities and the exercise of shareholder rights
                  pertaining to those securities. The Management Investment
                  Committee shall safeguard such information, establish written
                  procedures providing for such confidentiality, and appoint an
                  independent fiduciary, who shall not be affiliated with any
                  sponsor of the Plan, as provided in Section 4.4.




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         10.2 MANAGEMENT BENEFITS COMMITTEE. The Compensation Committee of the
Board of Directors of the Corporation shall appoint a Management Benefits
Committee for the Plan.

                  (A)  APPOINTMENT AND REMOVAL OF 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 COMMITTEE. The Management Benefits
         Committee shall act by majority vote either at a meeting of the
         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) THIRD PARTY ADMINISTRATORS. The Management
                  Benefits Committee may appoint one or more Third Party
                  Administrators to provide administrative services to the Plan.
                  The Third Party Administrators shall be paid such fees and
                  provide such services as may be mutually agreed upon, in
                  writing, by the Third Party Administrator(s) and the
                  Management Benefits Committee. Subject to the terms of any
                  Third Party Administrator Agreement, the Management Benefits
                  Committee may remove a Third Party Administrator at any time.



                                       97
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                           (2) COMPLIANCE. Except as provided in Section
                  10.1(c)(7), 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
                  with the Code and the Act, as they apply to qualified defined
                  plans, and any other applicable law or regulation.

                           (3) DISCRETIONARY AUTHORITY. The Management Benefits
                  Committee shall have the 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 a Participant's, beneficiary's or other individual's
                  right to participate in the Plan, 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 10.9(b) 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 10.2(c)(3) or the
                  Claims Procedure shall be binding and conclusive on all
                  parties.

                           (4) PLAN AMENDMENTS. The Management Benefits
                  Committee shall amend the Plan to comply with the provisions
                  of the Code, the Act and other applicable laws and regulations
                  and shall have the authority to make such other Plan
                  amendments as are administrative in nature so long as such
                  amendments do not have a material adverse financial impact



                                       98
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                  on the Corporation. The Management Benefits Committee shall
                  review the Plan in the context of the Corporation's overall
                  compensation and benefit structure and recommend other Plan
                  changes and amendments to the Compensation Committee.

                           (5) 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.

         10.3 ADMINISTRATOR. The Corporation, acting through its Corporate
Benefits Department, shall be the Plan Administrator. The Administrator shall
administer the Plan in accordance with its terms and in accordance with the
Code, the Act and all other 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)  REPORTING AND DISCLOSURE. Comply with the reporting
         and disclosure requirements of the Code and the Act including the
         preparation and dissemination of disclosure material to the Plan
         Participants and beneficiaries and the filing of all necessary forms
         and reports with governmental agencies;

                  (B)  TESTING. Prepare, or cause to be prepared, all tests
         necessary to ensure compliance with the Code and the Act including but
         not limited to the participation and discrimination standards, the
         specific testing requirements and



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         limitations of Sections 401(k) and (m) of the Code, and the limitations
         of Section 415 of the Code and the Administrator shall have such
         authority as may be necessary to correct any deficiencies to bring the
         Plan into compliance;

                  (C)  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;

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

                  (E)  CLAIMS. Have the discretionary authority to determine
         all claims filed pursuant to Section 10.9(a) of this Plan and shall
         have the authority to determine issues of fact relating to such claim;

                  (F) PAYMENT OF BENEFITS. Direct, or establish procedures for,
         the payment of benefits from the Plan;

                  (G) QUALIFIED DOMESTIC RELATIONS ORDERS. Establish such
         procedures as may be necessary for the determination of whether
         proposed qualified domestic relations orders comply with the provisions
         of the Code; and

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

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

         10.5 AGENT FOR SERVICE OF PROCESS. The Administrator shall be the agent
for service of process on the Plan and trust. If the Corporation is the
Administrator, the



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agent for service of process on the Corporation shall be the agent for service
of process on the Plan and trust.

         10.6 INDEMNIFICATION. The Corporation shall indemnify each member of
the Compensation Committee, the Management Investment 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/or trust 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.

         10.7 STANDARDS OF CONDUCT. The Compensation Committee, the Management
Investment Committee, the Management Benefits Committee, Plan Administrator, the
Corporation, the Trustee and all other Plan fiduciaries and those parties to
whom any such duties under this Plan or trust are allocated shall:

                  (A)  PRUDENCE. Discharge their duties hereunder with the
         care, skill, prudence and diligence under the circumstances then
         prevailing that a prudent person, acting in a like capacity and
         familiar with such matters, would use in the conduct of an enterprise
         of a like character and with like aims.

                  (B)  EXCLUSIVE BENEFIT. Discharge their duties with
         respect to the Plan solely in the interest of Plan Participants and
         beneficiaries for the exclusive purpose of providing benefits to
         Participants and beneficiaries and defraying the reasonable costs of
         administration of this Plan.



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                  (C)  PLAN DOCUMENTS. Act in accordance with the documents
         and instruments governing this Plan insofar as such documents and
         instruments are consistent with the provisions of the Code and the Act.

                  (D) PROHIBITED TRANSACTIONS. Comply with the prohibited
         transaction provisions of Section 4975(c) of the Code and Sections 406
         and 407 of the Act.

         10.8 BONDING. A bond shall be obtained by the Corporation on behalf of
each fiduciary and each person who handles funds or other property of this Plan
to the extent required by Section 412 of the Act.

         10.9 CLAIMS PROCEDURE.

                  (A)  FILING OF CLAIM. Any Participant or beneficiary
         believing himself or herself to be entitled to benefits under this Plan
         shall be entitled to file a written claim for benefits with the
         Administrator. If the Corporation is acting as the Administrator, it
         shall appoint an individual to perform the Administrator's duties as
         set forth in this Section 10.9(a). Within 90 days after receipt of such
         claim for benefits, the Administrator shall determine the claimant's
         right to the benefits claimed and shall give the claimant written
         notice of the Administrator's decision, and, if the claim is denied in
         whole or in part, the written notice shall set forth in a manner
         calculated to be understood by the claimant (i) the specific reason or
         reasons for the denial, (ii) specific references to pertinent Plan
         provisions on which the denial is based, (iii) 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, (iv) an explanation of the Plan's appeal
         procedure and the applicable time limits, and (v) a statement of the



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         claimant's right to bring a civil action under Section 502(a) of the
         Act following an adverse benefit determination on review. All decisions
         pursuant to this Section 10.9 shall be made in accordance with this
         Plan document, consistently applied. Such notice shall be sent by
         certified mail, return receipt requested, to the address of the
         claimant filing the claim as it appears in the books and records of the
         Corporation, or at such other address as the claimant may direct. Under
         special circumstances, the Administrator is allowed an additional
         period of not more than ninety 90 days (180 days in total) within which
         to notify the claimant of its decision. If such an extension is
         required, the claimant will receive a written notice from the
         Administrator indicating the reason for the delay and the date the
         claimant may expect a final decision.

                  (B)  APPEAL PROCEDURE. Within 60 days after receipt of a
         denial of a claim for benefits, the claimant or his or her duly
         authorized representative may file a written appeal with the
         Administrator, including any comments, statements, documents, or other
         information that the claimant may wish to provide, without regard to
         whether such information was submitted or considered in the initial
         benefit determination. The claimant may review, and receive copies of,
         Plan documents, records and other information relevant to his or her
         claim. Appeals shall be determined by the Management Benefits Committee
         which may establish such procedures for the conduct of an appeal as it
         may, in its discretion, determine. Its decision shall be made within 60
         days, or within 120 days if special circumstances require an extension
         of time for processing, after its receipt of a written appeal by the
         claimant. If the claim is denied in whole or in



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         part upon appeal, the Management Benefits Committee shall set forth, in
         writing, in a manner calculated to be understood by the claimant (i)
         the specific reason or reasons for the denial, (ii) specific references
         to pertinent Plan provisions on which the denial is based, (iii) 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 or
         benefits, and (iv) a statement of the claimant's right to bring an
         action under Section 502(a) of the Act. The written decision shall be
         sent to the claimant.

         IN WITNESS WHEREOF, this document was executed this 27th day of
September, 2001.

                                       AMERICAN AXLE & MANUFACTURING, INC.



                                       By:
                                           -------------------------------------


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