8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 31, 2008

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation)

1-14303	36-3161171
(Commission File Number)	(I.R.S. Employer Identification Number)
One Dauch Drive, Detroit, Michigan	48211-1198
(Address of principal executive offices)	(zip code)

(313) 758-2000

Registrant’s telephone number, including area code

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8–K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a–12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d–2(b) under the Exchange Act (17 CFR 240.14d–2(b))

o Pre-commencement communications pursuant to Rule 13e–4(c) under the Exchange Act (17 CFR 240.13e–4(c))

TABLE OF CONTENTS

Amendment, dated January 31, 2008, to the Employment Agreement, dated November 6, 1997

Form of Restricted Stock Unit Award Agreement for Non-Employee Directors

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Amendment to CEO Employment Agreement

American Axle & Manufacturing Holdings, Inc. (“AAM”) and Richard E. Dauch, Co-Founder, Chairman of the Board & Chief Executive Officer of AAM, have entered into an amendment to Mr. Dauch’s employment agreement with AAM, originally dated November 6, 1997, in order to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended. Among other things, the amendment requires the payment of amounts subject to Section 409A to be delayed in certain circumstances for six months following termination of Mr. Dauch’s employment with AAM. In addition, under the amendment, 50% of the total grant value of Mr. Dauch’s annual equity award will consist of stock options and 50% will consist of restricted stock.

2008 Director Compensation

The Board of Directors of AAM has approved changes to the compensation for non-employee directors. Effective as of January 1, 2008, non-employee directors will receive an annual retainer of $50,000 (a $10,000 increase from 2007). In addition, effective as of the date of AAM’s 2008 Annual Meeting of Stockholders, non-employee directors will receive an award of restricted stock units, vesting in annual installments over the director’s term of office, with an annual value targeted at $70,000 (also a $10,000 increase from 2007). Accordingly, directors who are elected or reelected for a new three-year term will receive restricted stock units with a total targeted value of $210,000 that will vest in annual installments over three years. Directors who are continuing in office at the 2008 Annual Meeting with a term ending in 2009 or 2010 will receive restricted stock units with a total target value of $70,000 or $140,000, respectively, and vesting in one or two annual installments, as the case may be.

Item 9.01 Financial Statements and Exhibits

(a) Exhibits

10.1	Amendment, dated January 31, 2008, to the Employment Agreement, dated November 6, 1997, between American Axle & Manufacturing Holdings, Inc. and Richard E. Dauch
10.2	Form of Restricted Stock Unit Award Agreement for Non-Employee Directors of American Axle & Manufacturing Holdings, Inc.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
By:	/s/ Patrick S. Lancaster
Name: Patrick S. Lancaster
Title: Vice President, Chief Administrative Officer & Secretary

Dated: February 1, 2008

EXHIBIT INDEX

Exhibit No.	Description
10.1	Amendment, dated January 31, 2008, to the Employment Agreement, dated November 6, 1997, between American Axle & Manufacturing Holdings, Inc. and Richard E. Dauch
10.2	Form of Restricted Stock Unit Award Agreement for Non-Employee Directors of American Axle & Manufacturing Holdings, Inc.

EX-10.1

EXHIBIT 10.1

AMENDMENT TO EMPLOYMENT AGREEMENT

               AMENDMENT, dated as of January 31, 2008, to the Employment Agreement dated November 6, 1997, between American Axle & Manufacturing Holdings, Inc., a Delaware corporation (the “Company”), and Richard E. Dauch (the “Employee”), as amended (the “Agreement”).

               A. The Agreement provides for certain payments pursuant to a “nonqualified deferred compensation plan” within the meaning of Section 409A(d)(1) of the Internal Revenue Code of 1986, as amended (the “Code”); and

                B. The parties wish to amend the Agreement to meet the requirements of Section 409A(a) of the Code.

               The Employee and the Company hereby amend the Agreement as follows:

1. A new paragraph 15 shall be added to the Agreement to provide in its entirety as follows:

     15. Section 409A. (a) This Agreement is intended to meet the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and shall be interpreted and construed consistent with such intent.

     (b) Notwithstanding any other provision of this Agreement, to the extent that the right to any payment (including the provision of benefits) hereunder provides for the “deferral of compensation” within the meaning of Section 409A(d)(1) of the Code, such payment shall be paid (or provided) in accordance with the following:

     (i) If the Employee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of the Employee’s “separation from service” within the meaning of Section 409A(a)(2)(A)(i) of the Code (the “Separation Date”), then no such payment shall be made or commence during the period beginning on the Separation Date and ending on the date that is six months following the Separation Date or, if earlier, on the date of the Employee’s death. The amount of any such payment that would otherwise be paid to the Employee during such period shall instead be paid to the Employee on the fifteenth day of the first calendar month following the end thereof.

     (ii) Payments with respect to reimbursements of expenses shall be made on or before the last day of the calendar year following the calendar year in which the relevant expense is incurred. The amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year.

2. Effective January 1, 2008, Section 3 of Exhibit B shall be amended to read in its entirety as follows:

     3. Company shall grant to Employee each year during the term of this Agreement, in accordance with the terms and conditions that the Compensation Committee of the Company’s Board of Directors (the “Committee”) shall establish:

     (a) options to purchase 150,000 shares of Company common stock, the terms of which shall satisfy the requirements set forth in Section 1.409A-1(b)(5)(i)(A) of the Treasury Regulations (or any successor provision); and

     (b) the number of restricted shares of Company common stock, the aggregate value of which shall be equal to the aggregate value of the options granted under Section 3(a) of this Exhibit B for such year, in each case, as determined by the Committee in accordance with the Company’s standard valuation methodology for annual grants.

3.	Except as set forth in this Amendment, the Agreement shall remain in full force and effect in accordance with its terms.
The parties have executed this Amendment as of the date first set forth above.

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

By: /s/

/s/

Richard E. Dauch

EX-10.2

Non-Employee Directors

EXHIBIT 10.2

1999 AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
STOCK INCENTIVE PLAN

FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT

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

          RECITALS:

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

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

          The parties agree as follows:

          1. Grant of the Award. The Company grants to the Participant, on the terms and conditions set forth in this Agreement, a restricted stock unit award covering an aggregate of {INSERT NUMBER} Shares, subject to adjustment as set forth in the Plan (the “Award”).

          2. Vesting of the Award.

          (a) Vesting Schedule. Subject to Section 2(b) and Section 2(c), the Award shall vest as follows on the following dates (each, a “Vesting Date”):

Vesting Date*	Total Vested Shares**
Twelve months following the Date of Grant		1/3
Twenty-four months following the Date of Grant		2/3
Thirty-six months following the Date of Grant		3/3

*	If the Vesting Date is later than the annual meeting of stockholders in the same calendar year, then the date of the annual meeting is the Vesting Date
**	Whole Shares only; fractional Shares, if any, are vested on the subsequent Vesting Date.

          (b) Earlier Vesting. To the extent not already vested, the Award shall vest in full upon the death or Disability of the Participant or the occurrence of a Change in Control. “Disability” means the Participant’s inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.

          (c) Forfeiture. Except as otherwise stated in Section 2(b), if the Participant’s service as a member of the Board ceases for any reason, to the extent not already vested, the Award shall be forfeited and canceled without consideration.

          3. Payment of the Award.

          (a) Normal Payment. Subject to Section 3(b), during the first calendar month following each date, if any, on which the Award vests in accordance with Section 2 (each, a “Payment Date”), the Participant shall have the right to receive from the Company the number of Shares with respect to which the Award vests on that Payment Date.

          (b) Deferred Payment Date. If the Participant so elects on the Date of Grant, then the Participant shall have the right to receive from the Company, within 90 days after the Deferred Payment Date (as defined below), the number of Shares with respect to which the Award is vested on that date. “Deferred Payment Date” shall mean the date of the Participant’s “separation from service” within the meaning of Section 409A of the Code).

          (c) Payment of Dividends. During each calendar quarter commencing on or before the Payment Date (or, if the Participant elects deferred payment in accordance with Section 3(b), the Deferred Payment Date), the Company will pay the Participant an amount equal to the aggregate dividend, if any, payable during the preceding calendar quarter on the number of Shares covered by the Award, to the extent not already forfeited in accordance with Section 2.

          4. No Voting Rights. Prior to payment of the Award in accordance with Section 3, the Participant shall not have the right to vote with respect to the Shares covered by the Award.

          5. No Right to Continued Service as a Director. Neither the Plan nor this Agreement shall be construed as giving the Participant the right to be retained as a member of the Board.

          6. Transferability. Except as otherwise provided in the Plan, the Award may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant other than by will or by the laws of descent and distribution. Except for the designation of the Participant’s beneficiary, the purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance of the Award shall be void and unenforceable against the Company or any Affiliate. No permitted transfer of the Award to heirs or legatees of the Participant shall be effective to bind the Company unless the Company has been furnished with written notice of the transfer and a copy of the evidence that the Company deems necessary to establish the validity of the transfer and the acceptance by the transferee or transferees of the terms and conditions of the Award.

          7. Withholding. Except as provided in the following sentence, the Company shall have the right to withhold withholding taxes, and shall withhold Shares from the Shares

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otherwise issuable or transferable under the Award, to satisfy tax withholding obligations with respect to the Award, its vesting or any payment or transfer under the Award or the Plan. The Participant may also satisfy (or may be required by the Company to satisfy) all or part of any withholding obligation with respect to the Award or the Plan by remitting the required withholding taxes to the Company, in accordance with the rules and procedures established by the Committee from time to time. The Company shall have the right to take any other action that may be necessary in the opinion of the Company to satisfy all obligations for the payment of withholding taxes with respect to the Award or the Plan.

          8. Securities Laws. In connection with the grant, vesting or payment of the Award, the Participant will make or enter into any written representations, warranties and agreements that the Committee may reasonably request in order to comply with applicable securities laws or with this Agreement.

          9. Notices. Notice under this Agreement shall be addressed to the Company in care of its Secretary at the principal executive offices of the Company and to the Participant at the address appearing in the records of the Company for the Participant, or to either party at another address that the party designates in writing to the other. Notice shall be effective upon receipt.

          10. Choice of Law. The interpretation, performance and enforcement of this Agreement shall be governed by the laws of the State of New York without regard to principles of conflicts of law.

          11. Award Subject to Plan. The Award is subject to the Plan. The terms and provisions of the Plan, as they may be amended from time to time, are incorporated in this Agreement. In the event of a conflict between any term or provision contained in this Agreement and a term or provision of the Plan, the terms and provisions of the Plan will govern and prevail.

          12. Section 409A. The Award is intended to satisfy the requirements of Section 409A of the Code with respect to amounts subject thereto and shall be interpreted and construed in a manner consistent with that intent. If any provision of this Agreement or the Plan causes the Award not to satisfy the requirements of Section 409A of the Code, or could otherwise cause the Participant to recognize income or be subject to the interest and penalties under Section 409A of the Code, then the provision shall have no effect or, to the extent practicable, the Company may modify the provision to maintain the original intent without violating the requirements of Section 409A of the Code.

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          13. Signature in Counterparts. This Agreement may be signed in counterparts. Each counterpart shall be an original, with the same effect as if the signatures were on the same instrument.

	AMERICAN AXLE & MANUFACTURING
	HOLDINGS, INC.
By:
	Name:
	Title:

Agreed and acknowledged
as of the Date of Grant:

                                         
{Insert Participant Name}

  (initials) I, {Insert Name}, the Participant named above, wish to defer the payment of the Award, in accordance with and subject to the terms of Section 3(b) of this Agreement, until the date of my separation from service, and do hereby so elect.

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