American Axle & Manufacturing, Inc. Amended and Restated Supplemental Executive Retirement Program Document

American Axle & Manufacturing, Inc. (the “Corporation”) previously adopted and maintains the AMERICAN AXLE & MANUFACTURING, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PROGRAM (the “Plan”) for the purpose of providing supplemental retirement benefits to employees who are eligible under the terms and conditions of this Plan. The Plan has been amended from time to time. The Plan is hereby amended and restated effective April 1, 2018, as follows.

The purpose of the Plan is to provide eligible employees of the Corporation a level of retirement benefits that result in total benefits which are competitive with benefits available to retiring executives of other major industrial companies.

The Plan is an “employee pension benefit plan” within the meaning of ERISA. However, the Plan is unfunded and maintained for a select group of management or highly compensated employees and, therefore, it is intended that the Plan will be exempt from Parts 2, 3 and 4 of Title I of ERISA. The Plan is not intended to qualify under Code Section 401(a).

The Plan is unfunded. All benefits will be paid from the general assets of the Corporation, although assets may, but are not required to be placed in a grantor trust, of which the Corporation is the grantor, within the meaning of subpart E, Part I, subchapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly. Participants have no ownership, either actual or beneficial, in the assets of the trust so the trust shall not affect the unfunded status of the Plan.

The original effective date of the Plan was March 1, 1994. The Plan was previously amended and restated on August 1, 2012. The Effective Date of the Plan as now amended and restated is April 1, 2018. The Plan is frozen as of April 30, 2018.

For purposes of the Plan, the following words and phrases shall have the respective meanings set forth below, unless their context clearly requires a different meaning:

“Actuarial Equivalent Value” for purposes of calculating the actuarial increase for a Participant who remains employed on or after attainment of age 65 means a benefit of equal value when computed on the basis of the discount rate and a unisex version of the mortality table used to calculate the Plan’s obligations as disclosed in the Corporation’s audited financial statements for the year ended immediately prior to the year for which the actuarial increase is being calculated. Notwithstanding anything else to the contrary, this paragraph shall not be in effect for any purpose after April 30, 2018.

“Actuarial Equivalent Value” for all other purposes under the Plan means:

would, assuming a not for Cause termination on such date, qualify under the Eligibility Criteria in Section 3.2 of this Plan. For any Participant that would fail to qualify under such formula, such hypothetical value to be calculated using the date the Participant would, assuming a not for Cause termination on such date, first qualify under the Eligibility Criteria; and

“Average Monthly Base Salary” means the monthly average of the Employee’s Base Salary for the highest 60 of the 120 months immediately preceding the earliest of (i) April 30, 2018, (ii) his or her termination of employment, or (iii) in the case of a Grandfathered Participant, December 31, 2011. For purposes of determining “Average Monthly Base Salary,” the following provisions shall apply:

“Average Monthly Incentive Compensation” means the amount determined by DIVIDING the total of the highest five of the last ten years of annual incentive awards by the Corporation to an Employee immediately preceding the earliest of (i) April 30, 2018, (ii) his or her termination of employment, or (iii) in the case of a Grandfathered Participant, December 31, 2011 by 60. The annual incentive amount is to be based on the total annual incentive amount on the date of the award, irrespective of whether any portion of such award is deferred. Annual incentive awards related to an Employee’s year of retirement are not taken into account. If an Employee does not have five years of awards, then a $0 award will be used for each year necessary to make a total of five years. For purposes of calculating Average Monthly Incentive Compensation, annual incentive awards do not include special or one-time payments intended to compensate Employees for specific purposes.

“Average Total Direct Compensation” means the sum of Average Monthly Base Salary plus Average Monthly Incentive Compensation.

“Base Salary” means the salary paid by the Corporation for a work week of not more than 40 hours, exclusive of any other compensation.

An Employee’s Base Salary for purposes of determining benefits paid under this Plan shall include elective deferrals of Base Salary pursuant to (i) a cash or deferred arrangement under Code Section 401(k) as provided under the Salaried Savings Plan, (ii) an arrangement under Code Section 125 or 132(f)(4); and (iii) the American Axle & Manufacturing Holdings, Inc. Executive Deferred Compensation Plan.

“Board of Directors” means the Board of Directors of American Axle & Manufacturing, Inc. for all references under the Plan except as specifically stated otherwise.

“Cash Balance Benefit” means the benefit accrued under the Cash Balance portion of the Salaried Retirement Plan. The American Axle & Manufacturing, Inc. and Affiliated Corporation Salaried Cash Balance Pension Plan was merged into the Salaried Retirement Plan on December 31, 2011.

For purposes of this Agreement, “Cause” shall mean, unless otherwise defined in the employment agreement of the Employee, the termination of the Employee’s employment because of:

“Code” means 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 that section.

“Compensation Committee” means the Compensation Committee of the Board of Directors of American Axle & Manufacturing Holdings, Inc.

“Corporation” means American Axle & Manufacturing, Inc.

“Credited Service” shall have the same meaning as that term is defined in Section 6.2 of the Salaried Retirement Plan for periods of service through (a) December 31, 2006 for all Non-Grandfathered Participants, and (b) December 31, 2011 for Grandfathered Participants. Credited Service for periods after the December 31, 2006 and December 31, 2011 freeze dates means the period commencing on January 1, 2007 (for Non-Grandfathered Participants) and January 1, 2012 (for Grandfathered Participants) and ending on the earlier of (i) the date of Employee’s death, Disability or termination of employment, or (ii) April 30, 2018. If an Employee incurs a separation from service and is subsequently rehired by the Corporation, Credited Service shall not include periods of service prior to the most recent rehire date. Credited Service shall not include any period of service while on the payroll of a non-domestic entity related to the Corporation, unless otherwise provided by the Management Benefits Committee in its discretion.

Notwithstanding any provision of this Plan or the Salaried Retirement Plan to the contrary, a Transitioned Employee (as defined in the Salaried Retirement Plan) shall receive credit for Credited Service with General Motors Corporation for purposes of determining such Employee’s eligibility for benefits under the Plan, but not for purposes of determining the amount of such Employee’s benefit. For purposes of calculating a benefit under Section 4.1 of this Plan, “Credited Service” shall not include leaves of absence or breaks in service.

Notwithstanding any other provisions of this Section 2.12, Section 2.14(c) or otherwise in this Plan to the contrary, for Participants identified in Exhibit A hereto (“Specified Participant”), for purposes of calculating the applicable benefit under Section 4.1 of the Plan, all service on or before the date listed for each Specified Participant shall be credited as Credited Service with the Corporation only for the number of years shown for that Specified Participant in Exhibit A. For service after the date listed in Exhibit A for a Specified Participant, any additional Credited Service for that Specified Participant shall be determined in accordance with the Plan.

“Disability” shall mean either of the following: (a) 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; or (b) 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, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Corporation.

“Employee” means:

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Final Average Compensation” means the annual average of the Employee’s Base Salary plus annual incentive awards from the Corporation for the five consecutive calendar years prior to April 30, 2018 that results in the highest such average for the Participant. Provided that such average will include 2018 calendar year annual compensation to the extent the Employee’s Base Salary for 2018 plus annual incentive award paid prior to April 30, 2018 results in a higher Final Average Compensation for the Employee. If the Employee has less than five full calendar years of employment prior to April 30, 2018, only his or her full calendar years of employment shall be used to determine the Employee’s Final Average Compensation, except with respect to the 2018 calendar year, for which the Employee’s Base Salary plus annual incentive award paid prior to April 30, 2018 shall be annualized. Final Average Compensation shall not include certain special payments or one-time payments intended to compensate Employees for specific purposes.

“Frozen Benefit” means, in the case of a Grandfathered Participant, his or her accrued benefit under this Plan determined as of December 31, 2011.

The term “Grandfathered Participant” means an individual who (i) was actively employed by the Corporation on December 31, 2006, (ii) was an active Participant in this Plan and in the Salaried Retirement Plan on December 31, 2006, and (iii) if he or she continued in the employ of the Corporation on a full-time basis, was eligible for Early or Normal Retirement under the Salaried Retirement Plan on or before December 1, 2011.

“Health Care Program” means the American Axle & Manufacturing, Inc. group health and welfare benefits plans for salaried employees as such program is amended from time to time.

“Joint and Survivor Annuity” means an immediate annuity which provides a reduced benefit for the life of the Employee with a survivor annuity for the life of the Employee’s Spouse equal to 65% of the amount of the annuity which is payable during the life of the Employee. The reduced benefit payable for the life of the Employee shall be an amount equal to the benefit otherwise payable to the Employee under Article IV of this Plan multiplied by 95% provided the age of the Employee and his or her Spouse is within five years of each other. If an Employee’s Spouse is five or more years younger than the Employee, the multiplier of 95% is decreased by 1/2% for each full year over five years that the Spouse is younger than the Employee, and, if such Spouse is five or more years older than the Employee, the multiplier of 95% shall be increased by 1/2%, but not to exceed 100%, for each full year over five years that the Spouse is older than the Employee. Grandfathered Participants whose benefits are calculated under Section 4.2 shall have the same joint and survivor annuity options available under this Plan as are available under Sections 8.1 and 8.2 of the Salaried Retirement Plan.

“Management Benefits Committee” means the committee appointed pursuant to Section 5.1.

The term “Non-Grandfathered Participant” means any Participant in the Plan who is not a Grandfathered Participant.

“Participant” means an Employee meeting the requirements of Article III.

“Salaried Savings Plan” means the American Axle and Manufacturing, Inc. Salaried Savings Plan, as such plan is amended from time to time.

“Salaried Retirement Plan” means the American Axle & Manufacturing, Inc. Retirement Program for Salaried Employees, as such plan is amended from time to time.

“Specified Employee” means a key employee as defined in Section 416(i) of the Code without regard to paragraph (5) thereof.

“Spouse” means the legally married husband or wife of an Employee. The legality of the marriage shall be determined pursuant to the laws of the state in which the Employee is domiciled.

The Corporation shall designate each Employee who is eligible to participate in the Plan. Only Employees who are in a select group of management or highly compensated employees (within the meaning of Title I of ERISA) may be designated as eligible to participate in the Plan. Notwithstanding anything herein to the contrary, no person shall be eligible to become a Participant in the Plan on or after April 1, 2018.

The Management Benefits Committee shall determine each Employee’s eligibility for benefits under this Plan.

An individual shall not be deemed to be actively employed if he or she is laid off or on a leave of absence. The term “retirement” means the date an Employee has terminated employment with the Corporation (or a related entity) due to retirement. The term “retirement” is intended to constitute a separation from service under Code Section 409A and regulations issued thereunder.

The Spouse of an Employee who is eligible for a benefit who dies before benefit payments begin will be entitled to receive benefit payments in accordance with Sections 4.3 and 4.4.

In the case of a Non-Grandfathered Participant retiring on or after December 31, 2006, he or she shall receive a benefit equal to the greater of (i) $250,000 or (ii) 12.5% of his or her Final Average Compensation times the Participant’s years of Credited Service, less the sum of:

With respect to both Section 4.1(a) and Section 4.1(b), the market value of a Participant’s Account(s) shall be determined as of February 9, 2018 or as otherwise set forth on Schedule B hereto. Notwithstanding anything else to the contrary, no benefits shall accrue and no actuarial increases shall be made to benefits under this Plan after April 30, 2018.

In the case of a Grandfathered Participant who retires, dies or becomes disabled after December 31, 2011, such Grandfathered Participant’s benefit shall be the greater of the benefit calculated under Section 4.1 or the Grandfathered Participant’s Frozen Benefit under this Section 4.2. Service completed after December 31, 2011 shall not be included in calculating Credited Service under this Section 4.2. Compensation earned after December 31, 2011 shall not be included in calculating Average Monthly Base Salary or Average Total Direct Compensation under this Section 4.2.

For purposes of calculating Basic Benefits, the following shall apply:

For purposes of calculating Alternative Benefits, the following shall apply:

the Employee’s Plan benefit, when aggregated with the value of the Employee’s benefit under any other nonqualified non-elective defined benefit plan sponsored by the Corporation or its controlled group members, does not exceed the then-annual limit set forth in Code Section 402(g)(1)(B) ($17,000 in 2012), the Employee’s benefits in all such non-elective defined benefit plans shall be terminated and liquidated in their entirety, in the form of a lump sum cash payment within 90 days following the Employee’s separation from service.

The Compensation Committee shall appoint a Management Benefits Committee for the Plan.

The Corporation shall be the Plan Administrator. The American Axle & Manufacturing, Inc. Corporate Benefits Group shall be the Administrator and act on the Plan Administrator’s behalf and perform the duties of the Plan Administrator as set forth herein. The Administrator shall administer the Plan in accordance with all 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:

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

The Administrator shall be the agent for service of process on the Plan. If the Corporation is the Administrator, the agent for service of process on the Corporation shall be the agent for service of process on the Plan.

The Corporation shall indemnify each member of the Compensation 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 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.

The Plan Administrator shall provide written notice to any Participant or beneficiary who submits a claim for benefits within 90 days (45 days in case of a disability benefit) of the receipt of the claim, unless special circumstances (which, in the case of disability benefits, must be beyond the control of the Plan) require an extension. The extension shall not exceed 90 days (30 days in case of a disability benefit) beyond the initial 90-day (or 45-day) period. If an extension is necessary, the claimant shall receive a notice, before the initial 90-day (or 45-day) period expires, which explains why the extension is necessary and when a decision on the claim is expected. In the case of a disability benefit, if, prior to the end of the extended review period, the Plan Administrator determines that, due to matters outside the control of the Plan, a decision cannot be rendered within the extension period, the period for making a determination may be extended for an additional 30 days, provided the Plan Administrator notifies the claimant before the expiration of the first extension period of the circumstances requiring the extension and the date the Plan expects to render a decision. In the case of either the first or second extension of the review period, the notice to the claimant must explain the standards on which entitlement to the benefit is based, the unresolved issues that prevent a decision, and the additional information needed to resolve the issues. The claimant shall have 45 days within which to provide the specified information.

The Plan Administrator shall provide, in a written or electronic notice to all claimants who are denied a claim for benefits, the following information written in a manner calculated to be understood by the claimant:

A claimant whose claim has been denied may request a review of the denial by the Management Benefits Committee by making written application within 90 days (180 days in case of a disability benefit) after the receipt of written notification of a denial of a claim. The claimant may submit written comments, documents, records and other information relating to the claim for benefits.

The Management Benefits Committee’s decision on review shall take into account all comments, documents, records and other information submitted as part of the request for review, whether or not submitted as part of the initial benefit determination. In the case of a disability benefit, the review of a denied claim shall be conducted by a reviewer, which is neither the individual who made the adverse benefit determination nor a subordinate of that individual. The reviewer shall not give deference to the original adverse determination, and, if the claim denial was based in whole or in part on a medical judgment, shall consult with a health care professional who has appropriate training and experience in the field of medicine involved in the medical judgment, but who was not consulted in connection with the original adverse claim determination, or a subordinate of that individual.

The decision on review shall be made within 60 days (45 days in case of a disability benefit) after the receipt of a request for review, unless special circumstances require an extension period. The extension shall not exceed 120 days (90 days in case of a disability benefit) from the request for review. If circumstances require an extension, the claimant shall receive a notice before the initial 60-day (or 45-day) period expires, which explains why the extension is necessary and when a decision on review is accepted. The decision on review shall be provided in a written or electronic notice, shall be written in a manner calculated to be understood by the claimant, and, in the event of an adverse determination, shall include:

The adoption and maintenance of the Plan shall not be deemed to be a contract between the Corporation and any person or to be consideration for the employment of any person. Nothing herein contained shall be deemed to give any person the right to be retained in the employ of the Corporation or to restrict the right of the Corporation to discharge any person at any time, nor shall the Plan be deemed to give the Corporation the right to require any person to remain in the employ of the Corporation or to restrict any person’s right to terminate his or her employment at any time.

No Employee or other distributee of benefits under the Plan shall have any power or right to transfer, assign, anticipate, hypothecate or otherwise encumber any part or all of the amounts payable hereunder, which are expressly declared to be unassignable and non-transferable. Any such attempted assignment or transfer shall be void. No amount payable hereunder shall, prior to actual payment thereof, be subject to seizure by any creditor of any such Participant or beneficiary for the payment of any debt judgment or other obligation, by a proceeding at law or in equity, nor transferable by operation of law in the event of the bankruptcy, insolvency or death of such Participant or beneficiary hereunder.

All deferrals and payments provided for hereunder shall be subject to applicable withholding and other deductions as shall be required under any applicable local, state or federal law.

Nothing contained in this Plan, and no action taken pursuant to its provisions by any party hereto, shall create, nor be construed to create, a fiduciary relationship between the Corporation, the Board of Directors, any officers of the Corporation, the Compensation Committee, the Management Benefits Committee and the Employee or any other person.

unsecured general creditor of the Corporation; no such person shall have nor require any legal or equitable right, interest or claim in or to any property or assets of the Corporation.

If any provision of this Plan shall be held illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining provisions hereof; instead, each provision shall be fully severable and the Plan shall be construed and enforced as if said illegal or invalid provision had never been included herein.

The payment of benefits under the Plan will be reduced by the amount (no greater than $5,000 in any calendar year) that a Participant owes the Corporation or any related entity for any reason, including but not limited to benefit or wage overpayments. The Participant will be relieved of liability in the amount of the reduction following the payment to the Corporation.

This Plan shall be interpreted and administered, to the extent possible, in a manner that does not result in a “plan failure” within the meaning of IRC Section 409A)(a)(1) of this Plan or any other plan or arrangement maintained by the Corporation. If a determination is made by the Internal Revenue Service that the benefit of any Participant provided herein is subject to current income taxation under Section 409A of the IRC, such benefit will be immediately distributed to the Participant (or the Participant’s beneficiary) to the extent of such taxable amount. Notwithstanding any provision of the Plan, no plan modifications or distributions will be allowed or implemented if they would cause a Plan Participant to be subject to tax (including interest and penalties) under IRC Section 409A.

All provisions of the Plan shall be construed in accordance with the laws of Michigan except to the extent preempted by federal law.

This Plan shall be binding on each Participant and his or her heirs and legal representatives and on the Corporation and its successors and assigns.

Wherever appropriate herein, words used in the singular shall be considered to include the plural and words used in the plural shall be considered to include the singular. The masculine gender, where appearing in the Plan, shall be deemed to include the feminine gender.

The headings of Articles and Sections herein are included solely for convenience, and if there is any conflict between such headings and the text of the Plan, the text shall control.

IN WITNESS WHEREOF, the Corporation has adopted this amended and restated Plan on the 10^th day of April 2018.

AMERICAN AXLE & MANUFACTURING, INC.

By: /s/ Terri M. Kemp        

Name: Terri M. Kemp

Title: Vice President - Human Resources