AAM Executive Officer Change in Control Plan

Purpose. The purpose of the AAM Executive Officer Change in Control Plan (the “Plan”) is to provide selected executive officers and certain other associates as determined by the Administrator in its sole discretion from time to time of either the Company or AAM with the opportunity to receive severance protections in connection with a Change in Control of the Company (each as defined below). The purpose of the Plan is to attract and retain talent and to assure the present and future continuity, objectivity and dedication of management in the event of any Change in Control to maximize the value of the Company on a Change in Control.

Definitions. For purposes of this Plan, the following words and phrases have the meanings specified below:

“Base Salary” means the greater of the highest rate of annual base salary paid to the Participant by AAM during either (a) the twelve (12)-month period preceding the Participant’s date of termination or (b) the twelve (12)-month period preceding the Change in Control Date.

the Participant’s willful and continued failure or refusal to perform the duties reasonably required of him or her as an executive officer of the Company or AAM;

the Participant’s conviction of, or plea of nolo contendere to (i) any felony or (ii) another crime involving dishonesty or moral turpitude or which reflects negatively upon the Company or its Subsidiaries or affiliates or otherwise impairs or impedes its operations;

the Participant's engaging in any willful misconduct, gross negligence, act of dishonesty, violence or threat of violence (including any violation of federal securities laws) that is injurious to the Company or its Subsidiaries or affiliates;

the Participant’s material breach of any applicable employment agreement, any restrictive covenant or any material written policy of the Company or its Subsidiaries or affiliates;

the Participant’s material failure to comply with any material applicable laws and regulations or professional standards relating to the business of the Company or its Subsidiaries or affiliates; or

any other misconduct by the Participant that is injurious to the financial condition or business reputation of the Company or its Subsidiaries or affiliates;

any person or entity, including a “group” as defined in Section 13(d)(3) of the Exchange Act other than the Company or a wholly-owned Subsidiary thereof or any employee benefit plan of the Company or any of its Subsidiaries, becomes the beneficial owner of the Company’s securities having 30% or more of the combined voting power of the then outstanding securities of the Company that may be cast for the election of directors of the Company (other than as a result of an issuance of securities initiated by the Company in the ordinary course of business);

as the result of, or in connection with, any cash tender or exchange offer, merger or other business combination, sale of assets or contested election, or any combination of the foregoing transactions, less than a majority of the combined voting power of the then outstanding securities of the Company or any successor corporation or entity entitled to vote generally in the election of the directors of the Company or such other corporation or entity after such transaction are held in the aggregate by the holders of the Company’s securities entitled to vote generally in the election of directors of the Company immediately prior to such transaction;

during any period of two consecutive years, individuals who at the beginning of any such period constitute the Board cease for any reason to constitute at least a majority thereof, unless the election, or the nomination for election by the Company’s stockholders, of each director of the Company first elected during such period was approved by a vote of at least two-thirds of the directors of the Company then still in office who were directors of the Company at the beginning of any such period; or

the stockholders of the Company approve a plan of complete liquidation of the Company or the sale or disposition by the Company of all or substantially all of the Company’s assets, other than a liquidation of the Company into a wholly owned subsidiary.

any material reduction in a Participant’s position, authority, duties or responsibilities following the Change in Control as compared to such level immediately prior to the Change in Control;

any material reduction in a Participant’s annual base salary or bonus opportunity as in effect immediately prior to the Change in Control; or

the relocation (other than by mutual agreement) of the office at which the Participant is to perform the majority of his or her duties following the Change in Control to a location more than 50 miles from the location at which the Participant performed such duties prior to the Change in Control;

Administration. The Plan shall be administered by the Committee (the “Administrator”). Subject to the provisions of the Plan, the Administrator shall have exclusive authority to interpret and administer the Plan, to establish, amend and rescind appropriate rules and regulations relating to the Plan, to delegate some or all of its authority under the Plan to the extent permitted by law, and to take all such steps and make all such determinations in connection with the Plan and the benefits granted pursuant to the Plan as it may deem necessary or advisable. Any decision of the Administrator in the interpretation and administration of the Plan, as described herein, shall lie within its sole and absolute discretion and shall be final, conclusive and binding on all parties concerned.

Eligibility. The participants under the Plan shall be limited to (i) executive officers of either the Company or AAM having the title of Vice President and above, other than those executive officers who have an employment agreement or other separate arrangement providing for severance on or following a change in control event (the “Executive Officer Participants”) and (ii) certain other associates of either the Company or AAM as determined by the Administrator in its sole discretion from time to time (the “Associate Participants” and, together with the Executive Officer Participants, the “Participants”). Individuals who qualify under the definition of Executive Officer Participant under this Section 4 shall automatically, without any independent action by the Administrator, become eligible to and shall participate in the Plan as Participants as of such date. Prior to a Change in Control, in the event that an individual no longer meets the definition of Executive Officer Participant, he or she shall automatically, without any independent action by the Administrator, no longer be eligible to participate in the Plan and such individual’s participation shall automatically, without any independent action by the Administrator, be terminated as of such date, subject to Section 14 of this Plan; provided, that for the avoidance of doubt, the Administrator may in its sole discretion elect to designate such individual as an Associate Participant. The Administrator from time to time in its sole discretion shall select and notify any associates of either the Company or AAM who will participate as Participants in the Plan. Individuals who are designated by the Administrator as Associate Participants in accordance with this Section 4 and who, prior to a Change in Control, undergo a change in title or job grade other than for reason of a promotion shall automatically, without any independent action by the Administrator, no longer be eligible to participate in the Plan and such individual’s participation shall automatically, without any independent action by the Administrator, be terminated as of such date, subject to Section 14 of this Plan; provided, that for the avoidance of doubt, the Administrator may in its sole discretion elect to treat any such individual differently in accordance with the terms of the Plan.

No Effect on Equity Awards. This Plan does not alter or amend any vesting or other terms and conditions of any equity-based compensation awards under the Company’s equity incentive compensation plans (including, but not limited to, the American Axle & Manufacturing Holdings, Inc. 2012 Omnibus Incentive Plan or any successor plan), which shall be governed by the terms and conditions set forth in the equity incentive compensation plans and separate written grant agreements.

Change in Control Severance Benefits.

A cash amount equal to the participant’s Base Salary multiplied by the applicable Severance Multiple;

A cash amount equal to the Participant’s Reference Bonus multiplied by the applicable Severance Multiple;

Any unpaid annual bonus for any completed performance year immediately preceding the year in which the Qualifying Event occurs, notwithstanding anything to the contrary in an applicable plan or award document; and

A prorated target annual bonus (as in effect as of the Change in Control Date) for the year of termination if the termination of employment occurs during the calendar year in which the Change in Control occurs; or

The greater of (x) the prorated target annual bonus for the year of termination or (y) the prorated target annual bonus for the year in which the Change in Control occurred, if the termination of employment occurs in a calendar year following the calendar year in which the Change in Control occurs.

Benefits Payment. In addition, upon a Qualifying Event, the Participant (and his or her eligible     dependents) shall be entitled to continued participation in AAM’s medical, dental and vision plans, as in effect from time to time, at then-existing participation and coverage levels, for the twenty four-month (24) period immediately following the Participant’s termination of employment (the “Benefit Continuation”). In the event that such Benefit Continuation is not permitted or advisable or the Company, in its sole discretion, elects, in lieu of Benefit Continuation, the Company shall pay to the Participant an amount (in the Company’s determination) equal to the value of the Benefit Continuation in three separate semi-annual installments, with the first payment being made on the Payment Date. Any obligation to provide Benefit Continuation or payment in lieu of such Benefit Continuation, shall cease upon the Participant becoming eligible to receive group health benefits under a program of a subsequent employer or in the event that the Release does not become effective and irrevocable prior to the 60^th day following the Date of Separation or the Participant breaches the Restrictive Covenant, except as otherwise provided by law. For the avoidance of doubt, the Participant (and his or her eligible dependents) shall be responsible for paying all employee contributions, deductibles and other cost sharing items under such plans. Nothing in this Section 6.2 shall be construed to impair or reduce a Participant's rights under COBRA or other applicable law.

Outplacement Services. In addition, upon a Qualifying Event, the Participant shall be entitled to reimbursement for outplacement service costs incurred (which shall include appropriate itemization and substantiation of expenses incurred) within the twenty four-month (24) period immediately following the Participant’s termination of employment, subject to a maximum amount of $30,000; provided that such claims for reimbursement are submitted to the Company within 90    days following the date of invoice. Any obligation to provide such reimbursement shall cease in the event that the Release does not become effective and irrevocable prior to the 60^th day following the Date of Separation or the Participant breaches the Restrictive Covenant, except as otherwise    provided by law.

General. Nothing in this Section 6 shall be construed to impair or reduce a Participant’s right to    any other accrued but unpaid compensation or benefits nor create a right or entitlement to any additional senior executive retirement benefit.

Legal Fees. The Company shall pay all legal fees on a current basis as incurred by a Participant in connection with the Participant’s enforcement of his or her rights under the Plan; provided that such claims for reimbursement are submitted to the Company within 90 days following the date of invoice; provided, however, that in the event a court of competent jurisdiction holds in a final, non-appealable decision that all of the Participant’s claims were entirely without merit or frivolous, the Participant shall repay all legal fees paid by the Company on the Participant’s behalf.

Release and Restrictive Covenant.

Release. A Participant shall only be entitled to receive the payments and benefits pursuant to Section 6 if he or she shall have executed and delivered (and not revoked) a release of claims against the Company (and its officers, directors, employees, affiliates, stockholders, etc.) substantially in the form attached hereto as Exhibit B (the “Release”), and such Release is in full force and effect by the 60^th day following the Date of Separation. Should the Participant revoke all or any portion of the Release within any such revocation period, then the Participant will be treated hereunder as if he or she did not execute the Release.

Restrictive Covenant. For a period of two (2) years commencing upon a termination of a Participant’s employment either by (i) the Company without Cause or (ii) a resignation by the Participant for Good Reason, during the two (2)-year period commencing on the Change in Control Date (the “Restricted Period”), the Participant shall not, without the prior written consent of the Company, directly or indirectly, and whether as principal or investor or as an employee, officer, director, manager, partner, consultant, agent or otherwise, alone or in association with any other person, firm, corporation or other business organization, carry on a business competitive with the Company in any geographic area in which the Company or any of its subsidiaries or affiliates (collectively, the “Company Group”) has engaged in business, or is reasonably expected to engage in business during such Restricted Period (including, without limitation, any area in which any customer of the Company Group may be located); provided, however, that nothing herein shall limit the Participant’s right to own not more than 1% of any of the debt or equity securities of any business organization that is then filing reports with the Securities and Exchange Commission pursuant to Sections 13 or 15(d) of the Exchange Act (the “Restrictive Covenant”). (For the avoidance of doubt, amounts payable pursuant to Section 6.1 are partial consideration for the Participant’s compliance with this Restrictive Covenant).

Breach. If a Participant breaches any provision of the Release or the Restrictive Covenant, the Administrator may determine that the Participant (i) will forfeit any unpaid portion of the payments provided pursuant to this Plan and (ii) will repay to the Company any amounts previously paid to him or her pursuant to this Plan.

Section 280G.

Notwithstanding any other provision of this Plan or any other plan, arrangement or agreement to the contrary, if any of the payments or benefits provided or to be provided by the Company or its affiliates to a Participant or for the Participant’s benefit pursuant to the terms of this Plan or otherwise (“Covered Payments”) constitute parachute payments within the meaning of Section 280G of the Code and would, but for this Section 8 be subject to the excise tax imposed under Section 4999 of the Code (or any successor provision thereto) or any similar tax imposed by state or local law or any interest or penalties with respect to such taxes (collectively, the “Excise Tax”), then the Covered Payments shall be payable either (i) in full or (ii) reduced to the minimum extent necessary to ensure that no portion of the Covered Payments is subject to the Excise Tax, whichever of the foregoing (i) or (ii) results in the Participant’s receipt on an after-tax basis of the greatest amount of payments and benefits after taking into account the applicable federal, state, local and foreign income, employment and excise taxes (including the Excise Tax). Any such reduction shall be made by the Company in its sole discretion consistent with the requirements of Section 409A of the Code.

Any determination required under this Section 8 shall be made in writing in good faith by the accounting firm that was the Company's independent auditor immediately before the Change in Control (the “Accountants”). The Company and the Participant shall provide the Accountants with such information and documents as the Accountants may reasonably request in order to make a determination under this Section 8. The Company shall be responsible for all fees and expenses of the Accountants.

Section 409A. Notwithstanding anything to the contrary contained in this Plan, the payments and benefits provided under this Plan are intended to comply with or be exempt from Section 409A of the Code, and the provisions of this Plan shall be interpreted or construed consistently with that intent. The Administrator may modify the payments and benefits under this Plan at any time solely as necessary to avoid adverse tax consequences under Section 409A; provided, however, that this Section 9 shall not create any obligation on the part of the Administrator to make such modifications or take any other action.

It is intended that the terms “termination” and “termination of employment” as used herein shall constitute a “separation from service” within the meaning of Section 409A.

Anything in the Plan to the contrary notwithstanding, each payment of compensation made to a Participant shall be treated as a separate and distinct payment from all other such payments for purposes of Section 409A.

In no event may a Participant be permitted to control the year in which any payment occurs.

Anything in the Plan to the contrary notwithstanding, if a Participant is a “specified employee” (within the meaning of Treasury Regulation Section 1.409A-1(i)) on the date of the Participant’s termination of employment, then any payment or benefit which would be considered “nonqualified deferred compensation” within the meaning of Section 409A that the Participant is entitled to receive upon the Participant’s termination of employment and

With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A: (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year; and (iii) such payments shall be made on or before the last day of the Participant’s taxable year following the taxable year in which the expense occurred, or such earlier date as required hereunder.

Clawback. Any amounts payable under the Plan are subject to any policy providing for clawback, recoupment or recovery of amounts that were paid to the Participant as established from time to time by the Committee and adopted prior to a Change in Control. The Company shall make any determination for clawback, recoupment or recovery in its sole discretion and in accordance with any such policy and applicable law or regulation.

Withholding. The Company shall be entitled to withhold from payments to or on behalf of the Participant taxes and other authorized deductions.

Governing Law. This Plan shall be construed, interpreted and governed in accordance with the laws of the State of Michigan, without giving effect to the principles of conflicts of law.

Effect on Other Plans. This Plan supersedes in all respects any severance or change in control benefit plans, arrangements or policies of the Company that apply to Participants upon a Change in Control. Notwithstanding the foregoing, the Company and the Board reserve the right to adhere to other policies and practices that may be in effect for other groups of employees.

Amendment, Modification and Termination. Prior to a Change in Control, this Plan (including Exhibit A) may be modified, amended or terminated at any time by the Administrator without notice to Participants. Notwithstanding any provision in this Plan to the contrary, for a period of two (2) years following a Change in Control, (i) the Plan (including Exhibit A) may not be discontinued, terminated or amended in such a manner that decreases the benefits payable to any Participant or that makes any provision less favorable for any Participant without the consent of the Participant and (ii) the individuals who are Participants in the Plan as of the date of the Change in Control shall remain Participants and their eligibility and participation under this Plan may not be amended or terminated in any way.

No Employment Rights. Neither this Plan nor the benefits hereunder shall be a term of the employment of any employee, and the Company, AAM or, in each case, any of its affiliates or Subsidiaries shall not be obligated in any way to continue the Plan. The terms of this Plan shall not give any employee the right to be retained in the employment of the Company, AAM or, in each case, any of its affiliates or Subsidiaries.

Effective Date and Term. This Plan shall become effective as of February 19, 2015 (the “Effective Date”).