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EXHIBIT 10.1
RESTATEMENT OF THE
AMERICAN AXLE & MANUFACTURING, INC.
PERSONAL SAVINGS PLAN FOR
HOURLY-RATE ASSOCIATES
EFFECTIVE APRIL 1, 2000
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TABLE OF CONTENTS
PAGE
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ARTICLE I - ESTABLISHMENT OF PERSONAL SAVINGS PLAN................................................................1
1.01 Establishment of Plan................................................................................1
1.02 Effective Date of Amended Plan.......................................................................1
1.03 Governmental Rulings.................................................................................1
ARTICLE II - DEFINITION OF TERMS..................................................................................1
2.01 Account..............................................................................................1
2.02 Administrator........................................................................................1
2.03 After-Tax Assets.....................................................................................1
2.04 After-Tax Associate Contributions....................................................................2
2.05 American Axle Stock..................................................................................2
2.06 American Axle Stock Fund.............................................................................2
2.07 Associate............................................................................................2
2.08 Business Day.........................................................................................3
2.09 Code.................................................................................................3
2.10 Compensation.........................................................................................3
2.11 Corporation..........................................................................................3
2.12 Date of Valuation....................................................................................3
2.13 Before-Tax Assets....................................................................................4
2.14 Before-Tax Associate Contributions...................................................................4
2.15 Distributee..........................................................................................4
2.16 Effective Date of Investment Option Election.........................................................4
2.17 Effective Date of Loan...............................................................................4
2.18 Effective Date of Termination........................................................................5
2.19 Effective Date of Transfer of Assets.................................................................5
2.20 Effective Date of Withdrawal.........................................................................5
2.21 Eligible Rollover Distribution.......................................................................5
2.22 Eligible Weekly Earnings.............................................................................5
2.23 Financial Hardship...................................................................................6
2.24 Highly Compensated Associates........................................................................7
2.25 Investment Options...................................................................................8
2.26 Leased Employees.....................................................................................8
2.27 Named Fiduciary......................................................................................9
2.28 Net Asset Value......................................................................................9
2.29 Normal Retirement Age................................................................................9
2.30 Participant..........................................................................................9
2.31 Plan.................................................................................................9
2.32 Plan Year............................................................................................9
2.33 Prime Rate..........................................................................................10
2.34 Recordkeeper........................................................................................10
2.35 Seniority...........................................................................................10
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2.36 Total and Permanent Disability......................................................................10
2.37 Trustee.............................................................................................11
ARTICLE III - ELIGIBILITY........................................................................................11
3.01 Eligibility.........................................................................................11
ARTICLE IV - CASH OR DEFERRED ARRANGEMENT........................................................................11
4.01 Cash or Deferred Arrangement........................................................................11
4.02 Transfer of Assets to or Receipt of Assets from Other Qualified Plans...............................13
4.03 Rollovers...........................................................................................14
4.04 Cash or Deferred Arrangement Limitation.............................................................15
ARTICLE V - AFTER-TAX ASSOCIATE CONTRIBUTIONS....................................................................19
5.01 After-Tax Associate Contributions...................................................................19
5.02 Transfer of Assets to or Receipt of Assets from Other Qualified Plans...............................19
5.03 After-Tax Contribution Limitation...................................................................20
5.04 Special Rules.......................................................................................21
5.05 Limitation on Multiple Use..........................................................................23
ARTICLE VI - INVESTMENT OF PARTICIPANT'S CONTRIBUTIONS...........................................................24
6.01 Investment Options..................................................................................24
6.02 Vesting.............................................................................................26
6.03 Withdrawals.........................................................................................26
6.04 Distribution of Assets..............................................................................28
(a) Settlement Upon Termination of Employment...........................................................28
(b) Attainment of Age 70 1/2............................................................................30
(c) Undeliverable Assets................................................................................31
6.05 Form of Distribution................................................................................31
6.06 Loans...............................................................................................35
ARTICLE VII - TRUST FUND.........................................................................................38
7.01 Contributions to the Trustee........................................................................38
7.02 Investment Options..................................................................................38
(a) Capital Preservation Fund...........................................................................38
(b) Income Fund.........................................................................................39
(c) Asset Allocation Fund(s)............................................................................39
(d) Large Cap Equity Fund(s)............................................................................39
(e) Mid Cap Equity Fund(s)..............................................................................39
(f) Small Cap Equity Fund(s)............................................................................39
(g) Equity Index Fund(s)................................................................................39
(h) International Equity Fund(s)........................................................................40
(i) Socially Oriented Fund(s)...........................................................................40
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(j) American Axle Stock Fund............................................................................40
7.03 American Axle Stock Fund............................................................................40
(a) Acquisition of Stock................................................................................40
(b) Information to Fund Holders.........................................................................41
(c) Voting Rights.......................................................................................41
(d) Confidentiality.....................................................................................41
(e) Named Fiduciary.....................................................................................42
ARTICLE VIII - OTHER PROVISIONS..................................................................................42
8.01 Non-Assignability...................................................................................42
8.02 Designation of Beneficiaries in Event of Death......................................................43
8.03 Merger or Consolidation.............................................................................44
8.04 Limitations on Contributions and Benefits...........................................................44
8.05 Before-Tax Associate Contributions Limitation.......................................................46
8.06 Investment Decisions................................................................................47
8.07 Special Provisions Regarding Veterans...............................................................47
8.08 Prohibition on Reversion............................................................................48
ARTICLE IX - ADMINISTRATION......................................................................................49
9.01 Administrative Responsibility.......................................................................49
9.02 Records.............................................................................................50
9.03 Administrative Expenses.............................................................................50
9.04 Participant Statements..............................................................................50
9.05 Incapacity..........................................................................................50
9.06 Notice of Claim Denial..............................................................................51
9.07 Confidential Information............................................................................51
ARTICLE X - AMENDMENT, MODIFICATION, SUSPENSION, OR TERMINATION..................................................52
10.01 Amendment, Modification, Suspension or Termination................................................52
10.02 Distribution Upon Plan Termination................................................................52
10.03 Distribution Upon Sale of Subsidiary or Corporation Assets........................................52
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ARTICLE I
ESTABLISHMENT OF PERSONAL SAVINGS PLAN
1.01 ESTABLISHMENT OF PLAN
American Axle & Manufacturing, Inc. hereby establishes The American
Axle & Manufacturing, Inc. Personal Savings Plan for Hourly-Rate
Associates (hereinafter referred to as the Plan), as set forth herein.
1.02 EFFECTIVE DATE OF AMENDED PLAN
The amended Plan shall become effective April 1, 2000, except as
otherwise may be provided herein.
1.03 GOVERNMENTAL RULINGS
This Plan is conditioned upon approval by the Internal Revenue Service
in accordance with Sections 401 and 501(a) of the Code, or any section
of the Code which amends, supersedes, or supplements said sections.
ARTICLE II
DEFINITION OF TERMS
The following definitions will apply to all words and phrases capitalized in the
text, which follows.
2.01 "ACCOUNT"
Account means the assets credited to a Participant in the trust fund
established under the Plan.
2.02 "ADMINISTRATOR"
Administrator means American Axle & Manufacturing, Inc.
2.03 "AFTER-TAX ASSETS"
After-Tax Assets means the shares of the Investment Options purchased
with After-Tax Associate Contributions and dividends and earnings
thereon.
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2.04 "AFTER-TAX ASSOCIATE CONTRIBUTIONS"
After-Tax Associate Contributions means amounts contributed to the
trust fund by the Corporation as elected by a Participant in accordance
with Section 5.01.
2.05 "AMERICAN AXLE STOCK"
Effective October 1, 2001, American Axle Stock means common stock of
American Axle & Manufacturing Holdings, Inc.
2.06 "AMERICAN AXLE STOCK FUND"
Effective October 1, 2001, American Axle Stock Fund means a fund
invested only in American Axle Stock.
2.07 ASSOCIATE"
Associate means
(A) any person regularly employed in the United States by the
Corporation on an hourly-rate basis, including:
(I) hourly-rate persons employed on a full-time basis;
and
(II) part-time hourly-rate associates.
(B) the term "Associate" shall not include employees of any
directly or indirectly wholly-owned or substantially
wholly-owned subsidiary of the Corporation acquired or formed
by the Corporation on or after, March 1, 1994.
(C) the term "Associate" shall not include employees represented
by a labor organization which has not signed an agreement
making the Plan applicable to such employees.
(D) the term "Associate" shall not include Leased Employees as
defined under Article II, Section 2.26.
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2.08 "BUSINESS DAY"
Business Day means a day the New York Stock Exchange is open for
business. If the New York Stock Exchange is closed as a result of a
holiday, weekend, or at the end of a Business Day, normally 4:00 p.m.
Eastern Time, then the Effective Date will be the next following
Business Day.
2.09 "CODE"
The term "Code" means the Internal Revenue Code of 1986, as amended.
2.10 "COMPENSATION"
Compensation means the total amount paid by the Corporation to the
Associate with respect to hourly-rate employment during any Plan Year
as evidenced by Internal Revenue Service Form W-2 or its equivalent,
plus amounts not currently includable in income by reason of Sections
125, 132(f)(4) and/or 402(e)(3) of the Code. Effective January 1, 1997,
the family aggregation rules of Code Section 401(a)(17)(A) and
414(q)(6) shall not apply to the determination of Compensation.
2.11 "CORPORATION"
Corporation means American Axle & Manufacturing, Inc. a Delaware
corporation.
2.12 "DATE OF VALUATION"
Date of Valuation means the end of a Business Day, Normally 4:00 p.m.
Eastern Time, that a Participant initiates an investment option
election, withdrawal, transfer of assets, settlement upon termination
of employment, or loan, and such date shall be the Effective Date of
Investment Option Election, Effective Date of Withdrawal, Effective
Date of Transfer of Assets, Effective Date of Termination, or Effective
Date of Loan, whichever applies.
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2.13 "BEFORE-TAX ASSETS"
Before-Tax Assets means the units or shares of the Investment Options
purchased with Before-Tax Associate Contributions and dividends and
earnings thereon.
2.14 "BEFORE-TAX ASSOCIATE CONTRIBUTIONS"
Before-Tax Associate Contributions means amounts contributed to the
trust fund by the Corporation as elected by a Participant in accordance
with Sections 4.01 and 4.02.
2.15 "DISTRIBUTEE"
Distributee means an Associate or former Associate of the Corporation
to whom assets are to be distributed. Additionally, the surviving
spouse of the Associate or former Associate or alternate payee to whom
assets are to be distributed under a Qualified Domestic Relations
Order, as defined in Section 414(p) of the Code, are Distributees with
regard to their interest.
2.16 "EFFECTIVE DATE OF INVESTMENT OPTION ELECTION"
Effective Date of Investment Option Election means the Business Day on
which appropriate direction to the Trustee is received by the party
designated by the Administrator for an investment option change.
2.17 "EFFECTIVE DATE OF LOAN"
Effective Date of Loan means the Business Day on which appropriate
direction to the Recordkeeper is received by the party designated by
the Administrator for a loan.
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2.18 "EFFECTIVE DATE OF TERMINATION"
Effective Date of Termination means the Business Day on which
termination of employment with the Corporation occurs.
2.19 "EFFECTIVE DATE OF TRANSFER OF ASSETS"
Effective Date of Transfer of Assets means the Business Day on which
appropriate direction to the Recordkeeper is received by the party
designated by the Administrator for a transfer of assets.
2.20 "EFFECTIVE DATE OF WITHDRAWAL"
Effective Date of Withdrawal means the Business Day on which
appropriate direction to the Recordkeeper is received by the party
designated by the Administrator for a withdrawal.
2.21 "ELIGIBLE ROLLOVER DISTRIBUTION"
The term Eligible Rollover Distribution shall have the meaning set
forth in Section 6.05(b).
2.22 "ELIGIBLE WEEKLY EARNINGS"
Eligible Weekly Earnings means base pay plus any Cost-of-Living
Allowance received by a Participant from the Corporation with respect
to hourly-rate employment during a calendar week and any Performance
Bonus Payment (as defined in the Collective Bargaining Agreement) made
to a Participant during the Plan Year. The term Eligible Weekly
Earnings shall include any pay received for overtime hours, night
shift, seven-day premiums, and suggestion awards. Eligible Weekly
Earnings shall not include any other special payments, fees, or
allowances. For Plan Years beginning prior to January 1, 2002, annual
Eligible Weekly Earnings and Compensation taken into account for
purposes of the
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discrimination tests in Section 4.04 may not exceed $170,000 per year
(or as may be adjusted by the Secretary of the Treasury of the United
States). Effective January 1, 2002, the annual Eligible Weekly Earnings
of each Participant taken into account in determining allocations and
Compensation taken into account for purposes of the discrimination
tests in Section 4.04 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 Weekly Earnings means Eligible Weekly
Earnings during the Plan Year or such other consecutive 12-month period
over which Eligible Weekly Earnings is otherwise determined under the
Plan (the determination period). The cost-of-living adjustment in
effect for a calendar year applies to annual Eligible Weekly Earnings
and Compensation for the determination period that begins with or
within such calendar 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 Eligible Weekly Earnings.
2.23 "FINANCIAL HARDSHIP"
Financial Hardship means a reason given by a Participant when applying
for a withdrawal before age 59-1/2 which indicates the withdrawal is
(1) necessary to meet immediate and heavy financial needs of the
Participant, (2) for an amount required to meet the immediate financial
need created by the hardship, and (3) for an amount that is not
reasonably available from other resources of the Participant. The
amount of such withdrawal may be increased to include any amounts
necessary to pay reasonably anticipated income taxes and penalties
resulting from the early withdrawal. The reason must be permitted under
existing
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Internal Revenue Service regulations and rulings and must be acceptable
to the Named Fiduciary or its delegate for one of the following
reasons:
(A) purchase or construction of the Participant's principal
residence;
(B) payment of expenses to prevent foreclosure on the
Participant's principal residence or to prevent eviction from
the Participant's principal residence;
(C) payment of tuition for the next 12 months of post-secondary
education for a Participant, a Participant's spouse, or a
Participant's dependent;
(D) payment of medical expenses previously incurred or necessary
to obtain medical care for a Participant, a Participant's
spouse, or a Participant's dependent; or
(E) any other reason acceptable under published Internal Revenue
Service regulations and rulings.
2.24 "HIGHLY COMPENSATED ASSOCIATES"
For purposes of this Plan, the term Highly Compensated Associates
means, effective January 1, 1997, Highly Compensated active Associates
and Highly Compensated former Associates. For purposes of this Section,
a Highly Compensated active Associate includes any Associate who:
(A) (I) received compensation from the Corporation in excess
of $80,000.00 (as adjusted under the Code) and, if
the Corporation elects, was a member of the top-paid
group (top 20% ranked on the basis of compensation)
for the preceding Plan Year, or
(II) was a 5% owner of the Corporation at any time during
the Plan Year or the preceding Plan Year.
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(B) A Highly Compensated former Associate includes any Associate
who was a Highly Compensated Associate when he separated from
service or was a Highly Compensated Associate after attaining
age 55.
(C) The determination of who is a Highly Compensate Associate,
including the determinations of the number and identity of
Associate's in the top-paid group, will be made in accordance
with Section 414(q) of the Code and regulations thereunder.
2.25 "INVESTMENT OPTIONS"
Investment Options means the investments available to eligible
Participants pursuant to Article VI, 6.01 and Article VII, 7.02 of this
Plan.
2.26 "LEASED EMPLOYEES"
Leased Employee means any person who, pursuant to an agreement between
the Corporation and any leasing organization, has performed services
for the Corporation 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 is 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 such
employee is covered by the safe harbor requirements of Section
414(n)(5) of the Code.
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2.27 "NAMED FIDUCIARY"
Named Fiduciary means the Compensation Committee of the Board of
Directors of American Axle & Manufacturing, Inc. except as set forth in
Section 8.06 and 9.01.
2.28 "NET ASSET VALUE"
Net Asset Value means the closing price of a unit or share of an
Investment Option on a given day as reported by the Recordkeeper.
Effective October 1, 2001, for assets attributable to the American Axle
Stock Fund, Net Asset Value means the value as determined by the open
market as traded on a national securities exchange. The sum of the
value of all of a Participant's units and shares in the Investment
Options is the Participant's Total Net Asset Value.
2.29 "NORMAL RETIREMENT AGE"
Normal Retirement Age means the attainment of age 65 by the
Participant.
2.30 "PARTICIPANT"
Participant means an Associate, or former Associate, who has an Account
under this Plan.
2.31 "PLAN"
Plan means The American Axle & Manufacturing, Inc. Personal Savings
Plan for Hourly-Rate Associates.
2.32 "PLAN YEAR"
Plan Year means the 12-month period beginning on January 1 and ending
on December 31.
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2.33 "PRIME RATE"
Prime Rate means the interest rate reported as the "Prime Rate" in the
Eastern Edition of the Wall Street Journal in its general guide to
money rates.
2.34 "RECORDKEEPER"
Recordkeeper means an organization responsible for maintaining Plan
data recording all transactions implementing Plan provisions. The
Recordkeeper may also provide customer services and account and program
information to eligible Participants and to the Plan Administrator.
2.35 "SENIORITY"
Seniority as used in the Plan means the Associate must complete the
required 90 days of employment with the Corporation.
2.36 "TOTAL AND PERMANENT DISABILITY"
An associate shall be deemed to be totally and permanently disabled
only if the associate is not engaged in regular employment or
occupation for remuneration or profit and on the basis of medical
evidence satisfactory to the Corporation the associate is found to be
wholly and permanently prevented from engaging in regular employment or
occupation with the Corporation at the plant or plants where the
associate has seniority for remuneration or profit as a result of
bodily injury, either occupational or non-occupational in cause, but
excluding disabilities resulting from service in the armed forces of
any country unless the associate became totally and permanently
disabled after accumulating at least five years of seniority following
separation from service in the armed forces.
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2.37 "TRUSTEE"
Trustee means the outside organization or organizations appointed by
the Named Fiduciary, or its delegate, to hold, invest, and distribute
the assets of the Plan.
ARTICLE III
ELIGIBILITY
3.01 ELIGIBILITY
An Associate is eligible to participate and accumulate savings under
the Plan on the first day of the first pay period next following the
attainment of Seniority. A previously eligible Associate who resumes
active employment following a termination of employment will be
eligible to participate immediately.
ARTICLE IV
CASH OR DEFERRED ARRANGEMENT
4.01 CASH OR DEFERRED ARRANGEMENT
(A) In lieu of receipt of Eligible Weekly Earnings to which an
Associate is entitled, such Associate may elect, by providing
appropriate direction to the party designated by the
Administrator, to have the Corporation contribute to the Plan,
on a weekly basis, as Before-Tax Associate Contributions, an
equivalent amount in accordance with this qualified cash or
deferred arrangement as provided for under Section 401(k) of
the Code. Such Before-Tax Associate Contributions must be
whole percentages of the Associate's Eligible Weekly Earnings
and may not be at a rate of less than 1% nor more than 25% of
the Associate's Eligible Weekly Earnings. Such Before-Tax
Associate Contributions shall be allocated to the Associate's
Account and shall be vested immediately. The
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Associate's Compensation shall be reduced by the full amount
of any such Before-Tax Associate Contribution. The Associate
may elect, by providing appropriate direction to the party
designated by the Administrator, to change the amount of such
Before-Tax Associate Contributions or to have such Before-Tax
Associate Contributions suspended at any time.
(B) Any change in the rate of payroll deduction authorized by an
Associate in accordance with subsection (a) of this Section
4.01 will become effective not later than the first day of the
second pay period next following the date on which such
authorization is received by the party designated by the
Administrator.
(C) In addition to the Before-Tax Associate Contributions as
provided for in subsection (a) of this Section 4.01, an
Associate eligible to receive a payment from the American Axle
& Manufacturing, Inc. Profit Sharing Plan for Hourly-Rate
Associates may elect, to have the Corporation contribute to
the Associate's Account as Before-Tax Associate Contributions
an amount up to 100%, in multiples of 1%, of the amount of
such payment, provided such Associate has not terminated
employment prior to such contribution. Such election shall be
made at such time and in such manner as the Administrator
shall determine and will remain continuously in effect until
changed by the Associate. If appropriate direction is not
received by the party designated by the Administrator from an
Associate on or before the date established by the
Administrator for submission of such election with respect to
a payment, such amount shall be paid to the Associate.
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(D) The Corporation may limit the amount of Before-Tax Associate
Contributions to the trust pursuant to subsections (a) and (c)
of this Section 4.01 if necessary to comply with Sections
4.04, 8.04, and 8.05 of the Plan.
(E) Effective January 1, 2002, all Associates who are eligible to
make Before-Tax Associate 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.
4.02 TRANSFER OF ASSETS TO OR RECEIPT OF ASSETS FROM OTHER QUALIFIED PLANS
The Administrator may direct the Trustee to accept all of an
Associate's funds, including participant loans, transferred from a
similar qualified plan and may direct the Trustee to transfer all of a
Participant's funds, including participant loans, to a similar
qualified plan, provided such other qualified plan (1) is maintained by
an employer which is a member of a controlled group of corporations of
which the Associate's current employer is a member, and (2) permits
such transfers. Any funds so transferred shall be in cash, and such
participant loans, and shall be accompanied by written instructions
from the
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Trustee setting forth the Associate for whose benefit such assets are
being transferred, and identifying the source of such accumulated
funds. Funds transferred from other plans which otherwise would be
subject to federal income taxation will be designated as Before-Tax
Associate Contributions.
Notwithstanding the foregoing, the Plan may not receive a transfer from
another qualified plan if such other plan provides, or at any time had
provided, benefits through alternative forms of distribution, including
annuities, which are not available under this Plan.
4.03 ROLLOVERS
(A) An Associate may make a rollover contribution, as permitted
under Section 402(c) of the Code, into an option or options
selected by such Associate 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 by the Associate (a) within 60 days
following the receipt of such distribution from the former
employer's plan, or (b) as a direct trustee-to-trustee
transfer from the former employer's plan as permitted under
Section 401(a)(31) of the Code.
(B) Effective January 1, 2002, the Plan will accept a direct
rollover of an Eligible Rollover Distribution from:
(1) a qualified plan described in Section 401(a) or
403(a) of the Code, including after-tax employee
contributions.
(2) an annuity contract described in Section 403(b) of
the Code, excluding after-tax employee contributions.
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(3) 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.
(C) Effective January 1, 2002, the Plan will accept a Participant
contribution of an Eligible Rollover Distribution from:
(1) a qualified plan described in Section 401(a)( or
403(a) of the Code.
(2) an annuity contract described in Section 403(b) of
the Code.
(3) 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.
(D) Effective January 1, 2002, 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.
(E) Notwithstanding any other provision of this Section 4.03, the
Plan may not receive a transfer or a direct rollover from
another plan or annuity contract if such other plan or annuity
contract provides, or at any time had provided, benefits
through alternative forms of distribution, including
annuities, which are not available under this Plan.
4.04 CASH OR DEFERRED ARRANGEMENT LIMITATION
(A) Effective January 1, 1997, the Before-Tax Associate
Contributions percentage by the eligible Highly Compensated
Associates under the plan
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for a Plan Year must meet one of the following tests using the
current year testing method:
(I) The actual Before-Tax Associate Contributions
percentage of the eligible Highly Compensated
Associates is not more than 1.25 times the actual
Before-Tax Associate Contributions percentage of all
other eligible Associates; or
(II) The actual Before-Tax Associate Contributions
percentage of the eligible Highly Compensated
Associates is not more than two percentage points
more than the actual Before-Tax Associate
Contributions percentage for all other eligible
Associates and is not more than 2.0 times (or, such
lesser amount as the Secretary of the Treasury shall
prescribe) the actual Before-Tax Associate
Contributions percentage of all other eligible
Associates.
(B) The actual Before-Tax Associate Contributions percentage for
the eligible Highly Compensated Associates and all other
eligible Associates for a Plan Year is the average of the
ratios (calculated separately for each eligible Associate) of
the:
(I) Amount of Before-Tax Associate Contributions actually
paid over to the Plan trust on behalf of such
eligible Associate for the Plan Year to:
(II) The eligible Associate's Compensation for such Plan
Year.
(C) The amount of Before-Tax Associate Contributions for a Highly
Compensated Associate that exceeds the percentage limitations
of subsection (a) of this Section 4.04 shall be distributed to
the Participant no
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later than two and one-half months following the end of the
Plan Year. The amount of any such distribution shall be
determined under a reasonable method selected by the
Administrator under applicable tax regulations and will
include any earnings attributable to the excess Before-Tax
Associate Contributions.
(D) Special Rules
(I) In the event that this Plan satisfies the
requirements of Sections 401(k), 401(a)(4), or 410(b)
of the Code only if aggregated with one or more other
plans, or if one or more other plans satisfy the
requirements of such sections of the Code only if
aggregated with this Plan, then this Section 4.04
shall be applied by determining the actual Before-Tax
Associate Contributions percentage of eligible
Associates as if all such plans were a single plan.
(II) The actual Before-Tax Associate Contributions
percentage for any Participant who is a Highly
Compensated Associate for the Plan Year, and who is
eligible to participate in two or more arrangements
described in Section 401(k) of the Code that are
maintained by the Corporation, shall be determined by
treating all such plans as a single plan.
Notwithstanding the foregoing, certain plans shall be
treated as separate if mandatorily disaggregated
under regulations under Section 401(k) of the Code.
(III) Effective January 1, 1997, in the event that neither
of the tests described in Section 4.04(a) are
satisfied, the Before-Tax Associate Contributions,
and income and losses thereon, of the Highly
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Compensated Associates shall be reduced to the extent
necessary to satisfy at least one of the tests. The
total excess contributions to be refunded shall equal
(A) the aggregate amount of contributions taken into
account in determining the actual Before-Tax
Associate Contribution percentage of the Highly
Compensated Associate for the Plan Year in excess of
(B) the maximum amount of such contributions
permitted under Section 4.04(a) determined by
reducing contributions made on behalf of Highly
Compensated Associates in order of their actual
Before-Tax Associate Contributions beginning with the
highest of such percentages. The total excess
contributions so determined shall be refunded to
Highly Compensated Associates on the basis of the
amount of contributions by, or on behalf of, each
such Highly Compensated Associate (beginning with
such Highly Compensated Associate whose contributions
are the highest) until the limits are not exceeded.
The amount by which each Highly Compensated
Associate's Before-Tax Associate Contributions is
reduced shall be treated as an excess contribution.
The actual Before-Tax Associate Contributions
percentage of the Highly Compensated Associates is
determined after any corrections are made. Excess
contributions shall be treated as Annual Additions.
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ARTICLE V
AFTER-TAX ASSOCIATE CONTRIBUTIONS
5.01 AFTER-TAX ASSOCIATE CONTRIBUTIONS
(A) In lieu of all or part of the contributions an Associate may
authorize in accordance with Section 4.01, an Associate may
elect to contribute an equivalent amount to the Plan on an
after-tax basis. Such contributions shall be allocated to the
Associate's Account and shall be vested immediately.
The Associate may elect, by providing appropriate direction to
the party designated by the Administrator, to change the
amount of such contributions or to have such contributions
suspended at any time.
(B) Any change in the rate of payroll deduction authorized by an
Associate in accordance with subsections (a) of this Section
5.01 will become effective not later than the first day of the
second pay period next following the date on which such
authorization is received by the party designated by the
Administrator.
(C) The Corporation may limit the amount of contributions to the
trust pursuant to subsection (a) of this Section 5.01 if
necessary to comply with Sections 5.03, 5.05, and 8.04 of the
Plan.
5.02 TRANSFER OF ASSETS TO OR RECEIPT OF ASSETS FROM OTHER QUALIFIED PLANS
The Administrator may direct the Trustee to accept all of an
Associate's funds, including participant loans, transferred from a
similar qualified plan, and may direct the Trustee to transfer all of a
participant's funds, including participant loans, to a similar
qualified plan, provided such other qualified plan (1) is
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maintained by an employer which is a member of a controlled group of
corporations of which the Associate's current employer is a member, and
(2) permits such transfers. Any funds so transferred shall be in cash,
and such participant loans, and shall be accompanied by written
instructions from the Trustee setting forth the Associate for whose
benefit such assets are being transferred, and identifying the source
of such accumulated funds. Funds transferred from other plans which
otherwise would not be subject to federal income taxation will be
designated as After-tax Associate Contributions.
Notwithstanding the foregoing, the Plan may not receive a transfer from
another qualified plan if such other plan provides, or at any time had
provided, benefits through alternative forms of distribution, including
annuities, which are not available under this Plan.
5.03 AFTER-TAX CONTRIBUTION LIMITATION
(A) Effective January 1, 1997, the After-Tax Associate
Contributions percentage by the eligible Highly Compensated
Associates under the Plan for a Plan Year must meet one of the
following tests using the current year testing method:
(I) The actual After-Tax Associate Contributions
percentage of the eligible Highly Compensated
Associates is not more than 1.25 times the actual
After-Tax Associate Contributions percentage of all
other eligible Associates; or
(II) The actual After-Tax Associate Contributions
percentage of the eligible Highly Compensated
Associates is not more than two percentage points
more than the actual After-Tax Associate
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Contributions percentage for all other eligible
Associates and is not more than 2.0 times (or, such
lesser amount as the Secretary of the Treasury shall
prescribe) the actual After-Tax Associate
Contributions percentage of all other eligible
Associates.
(B) The actual After-Tax Associate Contributions percentage for
the eligible Highly Compensated Associates and all other
eligible Associates for a Plan Year is the average of the
ratios (calculated separately for each eligible Associate) of
the:
(I) Amount of After-Tax Associate Contributions actually
paid over to the Plan trust on behalf of such
eligible Associate for the Plan Year to:
(II) The eligible Associate's Compensation for such Plan
Year.
(C) The amount of After-Tax Associate Contributions for a Highly
Compensated Associate that exceeds the percentage limitations
of subsection (a) of this Section 5.03 shall be distributed to
the Participant no later than two and one-half months
following the end of the Plan Year. The amount of any such
distribution shall be determined under a reasonable method
selected by the Administrator under applicable tax regulations
and will include any earnings attributable to the excess
After-Tax Associate Contributions.
5.04 SPECIAL RULES
(A) In the event that this after-tax portion of the Plan satisfies
the requirements of Sections 401(m), 401 (a) (4), or 410(b) of
the Code only if aggregated with one or more other plans, or
if one or more other plans
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satisfy the requirements of such sections of the Code only if
aggregated with this after-tax portion of the Plan, then
Section 5.02 shall be applied by determining the actual
After-Tax Associate Contributions percentage of eligible
Associates as if all such plans were a single plan.
(B) The actual After-Tax Associate Contributions percentage for
any Participant who is a Highly Compensated Associate for the
Plan Year, and who is eligible to participate in two or more
arrangements described in Section 401(m) of the Code that are
maintained by the corporation, shall be determined by treating
all such plans as a single plan. Notwithstanding the
foregoing, certain plans shall be treated as separate if
mandatorily desegregated under regulations under Section
401(m) of the Code.
(C) Effective January 1, 1997, in the event that neither of the
tests described in Section 5.03(a) are satisfied, the
After-Tax Associate Contributions of Highly Compensated
Associates, and the income and losses thereon, shall be
reduced to the extent necessary to satisfy at least one of the
tests. The total excess aggregate contributions to be refunded
shall equal (A) the aggregate amount of contributions taken
into account in determining the actual After-Tax Associate
Contribution percentage of Highly Compensated Associates for
the Plan Year in excess of (B) the maximum amount of such
contributions permitted under Section 5.03(a) determined by
reducing contributions made on behalf of Highly Compensated
Associates in order of their actual After-Tax Associate
Contribution percentage beginning with the highest of such
percentages. The total excess aggregate contributions so
determined shall be refunded
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to Highly Compensated Associates on the basis of the amount of
contributions by or on behalf of each such Highly Compensated
Associate (beginning with such Highly Compensated Associate
whose contributions are the highest) until the limits are not
exceeded. The amount by which each Highly Compensated
Associate's After-Tax Associate Contributions is reduced shall
be treated as an excess aggregate contribution. The actual
After-Tax Associate Contributions percentage of the Highly
Compensated Associates is determined after any corrections are
made. Excess aggregate contributions shall be treated as
Annual Additions.
5.05 LIMITATION ON MULTIPLE USE
The following provisions apply for Plan Years beginning prior to
January 1, 2002 to prevent the multiple use of the limits set forth in
subsections 4.04(a)(ii) and 5.03(a)(ii). To determine if multiple use
exists, the Administrator shall calculate the greater of:
(A) 125% of the greater of the actual Before-Tax Associate
Contributions percentage or the actual After-Tax Associate
Contributions percentage for the non-Highly Compensated
Associate (non-HCA) group; plus
(B) the lesser of:
(I) Two percentage points plus the lesser of the actual
Before-Tax Associate Contributions percentage or the
actual After-Tax Associate Contributions percentage
of the non-HCA group; or
(II) 200% of the lesser of the actual Before-Tax Associate
Contributions percentage or the actual After-Tax
Associate Contributions percentage of the non-HCA
group; or
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OR
(C) Subparagraphs (a) and (b) above where "lesser" is substituted
for "greater" and "greater" is substituted for "lesser."
If this amount is less than the sum of the actual Before-Tax
Associate Contributions percentage plus the actual After-Tax
Associate Contributions percentage of the Highly Compensated
Associate group, then multiple use exists. If multiple use
exists, then the actual After-Tax Associate Contributions
percentage will be reduced by refunding and then the actual
Before-Tax Associate Contributions percentage will be reduced
by refunding (each beginning with such Associates with the
highest amount of contributions) so that multiple use does not
exist.
(D) The multiple use test described in Treasury Regulation
1.401(m)-2 and this Section 5.05 shall not apply to Plan Years
beginning after December 31, 2001.
ARTICLE VI
INVESTMENT OF PARTICIPANT'S CONTRIBUTIONS
6.01 INVESTMENT OPTIONS
(A) Amounts contributed to the trust fund on behalf of
Participants pursuant to subsections (a) and (c) of Section
4.01 and subsection (a) of Section 5.01 shall be invested in
the following investment options, in increments of 1%, as may
be elected by the Participant:
(I) Capital Preservation Fund; or
(II) Income Fund; or
(III) Asset Allocation Fund(s); or
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(IV) Large Cap Equity Fund(s); or
(V) Mid Cap Equity Fund(s); or
(VI) Small Cap Equity Fund(s); or
(VII) Equity Index Fund(s); or
(VIII) International Equity Fund(s); or
(IX) Socially Oriented Fund(s); or
(X) Effective October 1, 2001, the American Axle Stock
Fund.
(B) A Participant's initial investment election shall remain in
effect until changed by the Participant.
A Participant's investment election may be changed on any
Business Day by providing appropriate direction to the party
designated by the Administrator. Any change in the
Participant's investment election shall be effective on the
Effective date of Investment Option Election.
(C) Amounts contributed to the trust fund on behalf of a
Participant as provided in subsection (c) of Section 4.01 and
Sections 4.02 and 5.02 shall be invested in the same
investment option(s) as elected by the Participant pursuant to
subsection (a) of this Section 6.01; provided, however, that
if contributions are not being made to the trust fund on
behalf of such Participant pursuant to subsections (a) of
Sections 4.01 and 5.01, the Participant will be required,
prior to the contribution or transfer of amounts pursuant to
subsection (c) of Section 4.01 and Sections 4.02 and 5.02, to
make an election regarding the investment of such amount.
(D) A Participant may, by giving appropriate direction to the
party designated by the Administrator, transfer assets being
held in such Participant's
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Account from one investment option to another investment
option, as follows:
(I) A transfer of assets may include all or any part of
such assets in an investment option.
(II) A Participant may elect a transfer of assets on any
Business Day.
(III) Any election to transfer assets shall be irrevocable,
normally as of 4:00 p.m. Eastern Time, on the
Business Day such election is received by the party
designated by the Administrator.
(IV) Any appropriate election to transfer assets shall be
processed as of the Effective Date of Transfer of
Assets.
6.02 VESTING
Each Participant shall be fully vested in the assets credited to the
Participant's Account, and no portion of such Account shall be subject
to forfeiture.
6.03 WITHDRAWALS
(A) A Participant may, by providing appropriate direction to the
party designated by the Administrator, withdraw assets in such
Participant's Account subject to the following provisions:
(I) Prior to receiving a withdrawal of Before-Tax
Associate Contributions a Participant must withdraw
all available After-Tax Associate Contributions
including any earnings thereon.
(II) Before-Tax Associate Contributions may be withdrawn
from the Participant's Account, subject to the
provisions outlined in subsection (a) of this Section
6.03, at any time after attaining age 59-1/2 or prior
to age 59-1/2, because of termination of
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employment, death, Total and Permanent Disability, or
Financial Hardship. Prior to receiving a withdrawal
for Financial Hardship, a Participant previously must
have taken all available asset distributions,
withdrawals, and loans under all applicable plans
maintained by the Corporation. The amount that may be
withdrawn for a Financial Hardship shall be limited
to the lesser of:
(1) the total amount of Before-Tax Associate
Contributions in the Participant's Account
as of the Effective Date of Withdrawal; or
(2) the amount required to meet the Financial
Hardship, including any amounts necessary to
pay reasonably anticipated income taxes and
penalties resulting from the early
withdrawal.
(B) A Participant who has an outstanding loan(s) in accordance
with Section 6.06 shall be permitted to make a withdrawal in
accordance with subsection (a) of this Section 6.03.
(C) A Participant who withdraws any Before-Tax Associate
Contributions for Financial Hardship in accordance with
subsection (a) of this Section 6.03: will be suspended from
accumulating further savings under this Plan, and all
applicable plans maintained by the Corporation, for a period
of 12 months immediately following such withdrawal, and (2)
shall have such Participant's annual Before-Tax Associate
Contributions limited, for the Plan Year next following the
year in which the hardship withdrawal was made, to $10,500 (or
as may be adjusted by the Secretary of the Treasury
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of the United States) minus the amount of any Before-Tax
Associate Contributions made during the year in which the
hardship occurred. Notwithstanding the foregoing, a
Participant who receives a distribution of Before-Tax
Associate Contributions after December 31, 2001, on account of
hardship shall be prohibited from making Before-Tax Associate
Contributions and After-Tax Associate Contributions under this
and all other plans of the Corporation for six months after
receipt of the distribution. A Participant who receives a
distribution of Before-Tax Associate Contributions in calendar
year 2001 on account of hardship shall be prohibited from
making After-Tax Associate Contributions under this and all
other plans of the Corporation for six months after receipt of
the distribution or until January 1, 2002, if later.
(D) Any election to withdraw assets shall be irrevocable, normally
as of 4:00 p.m. Eastern Time, on the Business Day such
election is received by the party designated by the
Administrator.
(E) The Date of Valuation on any appropriate election to withdraw
assets, pursuant to this Section 6.03, shall be the Effective
Date of Withdrawal.
6.04 DISTRIBUTION OF ASSETS
(A) SETTLEMENT UPON TERMINATION OF EMPLOYMENT
(I) If a Participant terminates employment and on the
Effective Date of Termination the value of the
Participant's assets is not, for Plan Years beginning
on or after January 1, 1998, greater than $5,000,
settlement of all of the assets in the Participant's
Account will be made and distributed without the
Participant's consent as soon as
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practicable after the Effective Date of Termination.
The Date of Valuation shall be the Effective Date of
Withdrawal.
(II) If a Participant terminates employment and on the
Effective Date of Termination the value of the
Participant's assets exceeds, for Plan Years
beginning after January 1, 1998, $5,000, such
Participant may elect, by providing appropriate
direction to the party designated by the
Administrator, to (1) received total settlement, or
(2) defer continuously the distribution of assets in
such Participant's Account. The Date of Valuation for
any such total settlement shall be the Date of
Withdrawal.
If a terminated Participant does not request a total
settlement prior to attaining age 70-1/2,
distribution of assets in the Participant's Account
will begin not later than April 1 of the calendar
year following the calendar year in which the
Participant attains age 70-1/2 and shall be made
annually thereafter in accordance with Section
401(a)(9) of the Code and the regulations thereunder,
including the minimum distribution incidental benefit
requirement of Section 1.401(a)(9)-2 of the Proposed
Income Tax Regulations.
(III) Effective January 1, 2002, a Participant's Before-Tax
Associate 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
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provisions that require a separation from service
before such amounts may be distributed.
(B) ATTAINMENT OF AGE 70-1/2
(I) A participant attains age 70-1/2 and such Participant
has not terminated employment, a distribution of the
Participant's assets will be made upon termination of
employment pursuant to Section 6.04(a).
(II) All distributions required under this subsection
shall be determined and made in accordance with
section 401(a)(9) of the Code and the regulations
thereunder, including the minimum distribution
incidental benefit requirement of Section 1.401
(a)(9)-2 of the Proposed Income Tax Regulations.
(III) 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. Section 6.04(b)(iii) shall continue in
effect until the end of the last calendar year
beginning before the effective date of final
regulations under Code Section 401(a)(9) or such
other date as may be specified in guidance published
by the Internal Revenue Service.
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(C) UNDELIVERABLE ASSETS
In the event a distribution to a Participant or the
Participant's beneficiary cannot be made pursuant to
subsections (a) and (b) of this Section 6.04 and Section 8.02
because the identity or location of such Participant or
beneficiary cannot be determined after reasonable efforts, and
if the Participant's settlement remains undistributed for a
period of one year from the Date of Valuation, the
Administrator may direct that the settlement assets and
earnings on such assets be returned to the trust fund and
liquidated. 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, the value of the assets at the Date of Valuation
shall be paid from the Plan to such person in a single sum.
Any assets so liquidated shall be (1) paid to the Participant
or beneficiary when the identity or location is determined, or
(2) applied to reduce reasonable expenses of administering the
Plan.
6.05 FORM OF DISTRIBUTION
All distributions shall be made in a single lump sum as follows:
(A) American Axle Stock Fund. Effective October 1, 2001, unless
the Participant or Beneficiary elects to take cash for
distributions from the American Axle Stock Fund, distributions
from the American Axle 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.
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(B) Other Investment Options. Except as provided in Section
6.05(a), a Participant will receive cash based on the Net
Asset Value of the Funds distributed.
(C) Direct Rollover of Eligible Rollover Distribution.
Notwithstanding any provision of the Plan to the contrary that
would otherwise limit a distributee's election under this
Section, a distributee may elect, at the time and in the
manner prescribed by the Administrator, to have any portion of
an Eligible Rollover Distribution paid directly to an eligible
retirement plan specified by the distributee in a direct
rollover.
For purposes of this Section 6.05(c), the following
definitions shall apply:
(1) An Eligible Rollover Distribution is any distribution
of all or any portion of the balance to the credit of
the distributee, except that an Eligible Rollover
Distribution does not include: Any distribution that
is one of a series of substantially equal periodic
payments (not less frequently than annually) made for
the life (or life expectancy) of the distributee or
the joint lives (or joint life expectancies) of the
distributee and the distributee's designated
beneficiary, or for a specified period of ten years
or more; any distribution to the extent such
distribution is required under Code Section
401(a)(9); the portion of any distribution that is
not includible in gross income (determined without
regard to the exclusion for net unrealized
appreciation with respect to employer securities);
and, for distributions occurring after December 31,
1999, hardship withdrawals as defined in Code Section
401(k)(2)(B)(i)(IV) which
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are attributable to the Participant's elective
deferrals under Treasury Regulation
1.401(k)-1(d)(2)(ii).
(2) An eligible retirement plan is an individual
retirement account described in Code Section 408(a),
an individual retirement annuity described in Code
Section 408(b), an annuity plan described in Code
Section 403(a) or a qualified trust described in Code
Section 401(a), that accepts the distributee's
Eligible Rollover Distribution. However, in the case
of an Eligible Rollover Distribution to the surviving
spouse, an eligible retirement plan is an individual
retirement account or individual retirement annuity.
(3) A distributee includes an Employee or former
Employee. In addition, the Employee's or former
Employee's surviving spouse and the Employee's or
former Employee's spouse or former spouse who is the
alternate payee under a qualified domestic relations
order, as defined in Code Section 414(p), are
distributees with regard to the interest of the
spouse or former spouse.
(4) A direct rollover is a payment by the Plan to the
eligible retirement plan specified by the
distributee.
(D) Direct Rollover Provisions After December 31, 2001. For
purposes of the direct rollover provisions in Section 6.05(c),
the following shall apply to distributions made after December
31, 2001.
(1) 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
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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 the 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 relations
order, as defined in Section 414(p) of the Code.
(2) 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.
(3) A portion of a distribution shall not fail to be an
Eligible Rollover Distribution merely because the
portion consists of After-Tax Associate 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.
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6.06 LOANS
(A) Subject to such rules as the Administrator may prescribe, a
Participant may borrow from assets in such Participant's
Account one time each calendar year, for any reason, an amount
(when added to the outstanding balance of all other Plan
loans) not more than the lesser of:
(I) $50,000 less the highest aggregate outstanding
balance of all loans over the 12-month period ending
on the day before the loan is made; or
(II) one-half of the total net Asset Value of all 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) shall be aggregated.
(B) Loans shall be granted in whole dollar amounts with $1,000
established as the minimum amount of any loan.
(C) Loans shall be granted for a minimum period of 12 months, with
additional increments of 12 months as the Participant may
elect, to a maximum of five years (ten years in the event the
loan is for the purchase or construction of the Participant's
principal residence).
(D) Loans shall bear a rate of interest equal to the Prime Rate
prevailing as of the last Business Day of the quarter
immediately preceding the date the Participant gives
appropriate direction for a loan to the party designated by
the Administrator.
The interest rate shall remain, the same throughout the term
of the loan.
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(E) For purposes of this Section 6.06, the Net Asset Value of a
Participant's assets shall be determined on the Effective Date
of Loan.
(F) Each loan shall be evidenced by a written Participant Loan
Agreement that specifies:
(I) the amount of the loan;
(II) the term of the loan; and
(III) the repayment schedule, showing payments to be made
in a level amount which will fully amortize the loan
over its duration.
By endorsing and either cashing or depositing the check
representing the loan, a Participant shall acknowledge receipt
of the Participant Loan Agreement and agree to the terms and
conditions contained therein.
(G) 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.
(H) Repayment of a loan shall be through weekly payroll deductions
except that if the Participant is not an active Associate,
such repayments shall be made through monthly 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
same investment option(s) as elected by the Participant
pursuant to subsection (a) of Section 6.01. A Participant
shall be entitled to prepay the total outstanding loan balance
or make partial prepayment at any time in increments equal to
the regular monthly installment, without penalty.
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(I) A Participant with an outstanding loan who is placed on layoff
shall be entitled to:
(I) make installment payments equivalent in value to the
payments deducted previously from the Associate's
paycheck; or
(II) suspend loan payments for a period of up to 12 months
while on layoff, provided such period does not extend
beyond the maximum loan term.
(J) An Associate with an outstanding loan who is placed on
disability leave of absence must make installment payments
substantially equal to payments deducted previously from the
Associate's paycheck.
(K) No earnings shall accrue to the Participant's Account with
respect to the outstanding balance of any loan.
(L) In the event a Participant fails to make a required loan
payment and such failure continues beyond the last day of the
calendar quarter following the calendar quarter in which the
required payment was due, then the Participant shall be
irrevocably deemed to have received a distribution of assets
in an amount equal to the remaining outstanding principal
amount of and accrued interest on the loan, calculated to the
date of such deemed distribution.
(M) A Participant (or beneficiary) who, prior to such
Participant's repayment of the total principal amount of and
accrued interest on a loan requests or receives a settlement
of assets shall be deemed to have elected a withdrawal,
pursuant to Section 6.03, equal to the principal amount of and
accrued interest on the loan as of the Effective Date of
Withdrawal.
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(N) Any appropriate direction given to borrow assets shall be
irrevocable, normally as of 4:00 p.m. Eastern Time, on the
Business Day such election is received by the party designated
by the Administrator.
(O) A Participant may have no more than five loans outstanding at
any one time.
(P) 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, ERISA and any regulation or other
guidance issued thereunder.
ARTICLE VII
TRUST FUND
7.01 CONTRIBUTIONS TO THE TRUSTEE
(A) All Before-Tax Associate Contributions and After-Tax Associate
Contributions under this Plan will be paid to the Trustee or
the Trustee's designee who shall invest all such amounts and
earnings thereon.
(B) Once the Before-Tax Associate Contributions and After-Tax
Associate Contributions are contributed to the Trustee by the
Corporation, the Corporation shall be relieved of any further
liability except as otherwise may be provided by the Employee
Retirement Income Security Act of 1974.
7.02 INVESTMENT OPTIONS
The Trustee is to invest in the following:
(A) CAPITAL PRESERVATION FUND: Low volatility investments with
emphasis on safety of principal and a competitive, predictable
rate of return.
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(B) INCOME FUND: Primary objective of income with incrementally
more risk and return than Capital Preservation Options.
(C) ASSET ALLOCATION FUND(S): Equity/bond hybrid funds with
varying exposure to the equity market. Objective is a
combination of growth and income with a focus on risk control
and dampened volatility as compared to the Equity Market.
(D) LARGE CAP EQUITY FUND(S): Objective of growth and income with
investments principally in large established domestic
companies that exhibit growth characteristics to provide the
relative measure of desired risk and potential reward.
Investments will be in larger companies with minimum market
capitalization of $1 billion.
(E) MID CAP EQUITY FUND(S): Provides incrementally more risk than
the S&P 500 Index with the potential for above average
earnings growth. Objective is capital appreciation by
investments primarily in equities with market capitalization
between $500 million and $5 billion.
(F) SMALL CAP EQUITY FUND(S): Investment options with
significantly more risk with the potential for enhanced
relative return. Objective is capital appreciation by
investments primarily in small cap equities with market
capitalization's between $50 million and $2 billion.
(G) EQUITY INDEX FUND(S): Investment primarily in stocks included
in the S&P 500. Objective is to achieve a high correlation
between the performance of the Fund(s) and that of the S&P 500
Index.
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(H) INTERNATIONAL EQUITY FUND(S): Objective of capital
appreciation by investing primarily in equities in well
established markets and by providing broad exposure to a
number of established markets.
(I) SOCIALLY ORIENTED FUND(S): Objective of competitive
performance when rated against similar funds but with
exclusion of investments in companies which have products that
are considered detrimental to society such as: alcohol,
tobacco, firearms, gaming, environmental hazards, etc.
(J) AMERICAN AXLE STOCK FUND. Effective October 1, 2001, an
investment option invested only in American Axle Stock.
The Associate's contributions invested in the above Funds shall be held
by the Trustee or Mutual Fund company appointed by the Named Fiduciary,
or its delegate, pursuant to the applicable Mutual Fund Prospectus
which specifies the terms and conditions of such Funds.
7.03 AMERICAN AXLE STOCK FUND This Section 7.03 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 Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), (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
American Axle & Manufacturing Holdings, Inc. In the event of
the purchase or sale
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of American Axle Stock to or from American Axle &
Manufacturing Holdings, Inc., (i) the 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 ERISA; (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.
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(E) NAMED FIDUCIARY. Each Participant and Beneficiary is hereby
designated a "named fiduciary" within the meaning of Section
403(a)(1) of ERISA with respect to shares of American Axle
Stock as to which he or she is entitled to make voting or
tender offer decisions.
ARTICLE VIII
OTHER PROVISIONS
8.01 NON-ASSIGNABILITY
Except as otherwise may be provided by Section 6.05, no right or
interest of any Participant under this Plan or in the Participant's
Account shall be assignable or transferable, in whole or in part,
either directly or by operation of law or otherwise, including, without
limitation, by execution, levy, garnishment, attachment, pledge,
bankruptcy, or in any other manner, except (1) in accord with
provisions of a qualified domestic relations order as defined in IRC
Section 414(p), (2) a Participant's voluntary assignment of an amount
not in excess of 10% of a distribution from the Plan,, (3) effective
for judgments, orders or decrees issued on or after August 5, 1997, and
to the extent specifically required by the judgment, order or decree,
and permitted by Code Section 401(a)(13)(C), an offset of a
Participant's vested benefit against the amount the Participant is
required to pay the Plan when the Participant has committed a breach of
fiduciary duty to, or a criminal act against, the Plan, and (4) further
excluding devolution by death or mental incompetency; no attempted
assignment or transfer thereof shall be effective; and no right or
interest of any Participant under this Plan shall be liable for, or
subject to, any obligation or liability of such Participant.
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8.02 DESIGNATION OF BENEFICIARIES IN EVENT OF DEATH
(A) A Participant may file with the party designated by the
Administrator 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 surviving spouse unless the
written designation of beneficiary designating a person(s)
other than the spouse with respect to part or all of the
assets in the Account of the Participant includes the written
consent of the spouse, witnessed by the Plan representative or
a notary public. The written designation of beneficiary filed
with the party designated by the Administrator may be changed
or revoked at any time by the action of the Participant and,
if necessary, the spouse. No designation or change of
beneficiary will be effective until it is determined to be in
order by the party designated by the Administrator, but when
so determined it will be effective retroactively to the date
of the instrument making the designation or change.
(B) In the event an unmarried Participant does not file a written
designation of beneficiaries, such a Participant shall be
deemed to have designated as beneficiary or beneficiaries
under this Plan the person or persons who receive the
Participant's life insurance proceeds under the Corporation's
Life and Disability Benefits Program for Hourly Associates,
unless such Participant shall have assigned such life
insurance, in which case the assets in the account shall be
paid to the assignee.
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(C) A beneficiary or beneficiaries will receive, subject to the
provisions of Section 6.05, in the event of the Participant's
death, the 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 Corporation may deliver such assets to the
estate of the Participant, in which case the Corporation shall
not have any further liability to anyone. Death benefits shall
be paid by December 31 of the calendar year that contains the
fifth anniversary of the Participant's date of death.
8.03 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 each
such Participant's Account immediately after the merger, consolidation,
or transfer which are at least equal in value to the assets each such
Participant would have been entitled to receive immediately before the
merger, consolidation, or transfer, if the Plan had then terminated.
8.04 LIMITATIONS ON CONTRIBUTIONS AND BENEFITS
(A) General Provisions for purposes of this Section:
(I) The term "Limitation Year" shall mean the Plan Year.
(II) All defined benefit plans or programs of the
Corporation will be treated as one defined benefit
plan or program, and all defined contribution plans
or programs will be treated as one defined
contribution plan or program.
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(III) No contribution to this Plan may exceed the limits
provided under Section 404 of the Code for current
deductibility for income tax purposes.
(IV) Contributions made to the trust by the Corporation
pursuant to subsection (c) of Section 4.01 shall be
allocated to a Participant's Account as of the last
date within the preceding Limitation Year.
(V) For purposes of this Section, the term "Compensation"
shall mean compensation as defined under Section
415(c)(3) of the Code and the regulations thereunder.
(VI) The term "Annual Additions" shall mean the sum, for
any Limitation Year, of Associate contributions,
Corporation contributions, and forfeitures allocated
to an Associate's account under all defined
contribution plans.
(B) In no event shall contributions or benefits under this Plan
exceed the limits of Section 415 of the Code and the
regulation thereunder.
(C) For any Associate who participates under this Plan and any
other defined contribution plan of the Corporation, the sum of
such Associate's Annual Additions shall not, for Plan Years
beginning after December 31, 1994, and before January 1, 2002,
exceed the lesser of $30,000 (or such other amount prescribed
by the Secretary of the Treasury applicable to the Limitation
Year) or 25% of such Associate's Compensation for any
Limitation Year. Effective January 1, 2002, except to the
extent permitted under Section 4.01(e) and Section 414(v) of
the Code, if applicable, the Annual Addition that may be
contributed or allocated to an Associate's
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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% 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.
(D) Any amounts elected to be contributed by an Associate pursuant
to Section 5.01 of Article V which cannot be contributed as a
result of the application of Section 8.04 subsection (c) of
this Article VIII shall be returned to the Associate and, if
necessary, any amounts elected to be contributed by an
Associate pursuant to subsections (a) or (c) of section 4.01
of Article IV which cannot be contributed as a result of the
application of Section 8.04 subsection (c) of this Article
VIII shall be returned to the Associate.
8.05 BEFORE-TAX ASSOCIATE CONTRIBUTIONS LIMITATION
A Participant's Before-Tax Associate Contributions made under this Plan
or any other plan maintained by the Corporation in any calendar year
may not exceed the dollar limitation contained in Code Section 402(g)
in effect for such calendar year, except to the extent permitted in
Section 4.01(e) and Code Section 414(v), if applicable. In the event a
Participant identifies in writing before March 2
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following the end of the Plan Year an amount of Before-Tax Associate
Contributions as exceeding this limitation, as applied to this Plan and
all other plans in which such Associate participated, such amounts will
be refunded to the Participant no later than April 15 following the
receipt of such written notice from the Participant. In the event the
Administrator identifies an amount in excess of the limitation, the
Participant will be deemed to have notified the Administrator, and such
amount will be refunded to the Participant.
8.06 INVESTMENT DECISIONS
Any Participant or beneficiary, who makes an investment election
permitted under the Plan or otherwise exercises control permitted under
the Plan over the assets in the account, shall be deemed the named
fiduciary under ERISA responsible for such decisions to the extent that
such designation is permissible under applicable law and that the
investment election or other exercise of control is not protected by
Section 404(c) of ERISA, as amended.
8.07 SPECIAL PROVISIONS REGARDING VETERANS
(A) In the event an Associate is rehired following qualified
military service, as defined in the Uniformed Services
Employment and Re-Employment Rights Act, that was effective on
or after December 15, 1994, such Associate will be entitled to
have the Corporation make contributions to the Plan from such
Associate's current earnings that shall be attributable to the
period of time contributions were not otherwise allowable due
to military service. Such contributions shall be in addition
to contributions otherwise permitted under Section 4.01 and
5.01, and shall be made as permitted under this Section and
Section 414(u) of the Code.
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(B) Additional contributions permitted under this Section shall be
based on the amount of Eligible Weekly Earnings and Profit
Sharing Amount that the Associate would have received from the
Corporation but for the military service, and such
contributions shall be subject to the Plan's terms and
conditions in effect during the applicable period of military
service. Such contributions shall be made during the period
that begins upon re-employment and extends for the lesser of
five years or the Associate's period of military service
multiplied by three.
(C) Additional contributions made under this Section shall not be
taken into account in the current year for purposes of
calculating and applying any limitation or requirement
identified in Section 414(u)(1) of the Code. However, in no
event may such contributions, when added to the actual
contributions previously made, exceed the amount of
contributions allowable under the applicable limits in effect
during the year of military service if the Associate had
continued to be employed by the Corporation.
(D) If an Associate covered by this Section has an outstanding
loan(s) during the period of qualified military service
covered by this Section, loan payments shall be suspended
during such period, and the time for repayment of such loan(s)
shall be extended for a period of time equal to the period of
qualified military service.
8.08 PROHIBITION ON REVERSION
The Plan shall be maintained and administered for the exclusive purpose
of providing benefits to Participants and beneficiaries and defraying
reasonable expenses. Except as provided herein, Plan funds may not
revert to the
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Corporation. All contributions to the Plan are conditioned on their
deductibility under Section 404 of the Code at the time made. All or
any part of a contribution for which a deduction is not allowed may be
returned to the Corporation within one year at the date of
disallowance. Further, in the event contributions are made due to a
mistake or an administration error, such contributions may be returned
to the Corporation within one year of the date of discovery of such
mistake or error.
ARTICLE IX
ADMINISTRATION
9.01 ADMINISTRATIVE RESPONSIBILITY
The Compensation Committee of the Corporation's Board of Directors
shall be the Named Fiduciary with respect to the Plan except as set
forth below and in Sections 7.03(e) and 8.06. The Compensation
Committee may delegate authority to carry out such of its
responsibilities as it deems proper to the extent permitted by ERISA.
Pursuant to authority delegated to it by the Named Fiduciary, the AAM
Corporate Benefits Office, or its delegate, shall have responsibility
for the day-to-day operation, management, and administration of the
Plan, including full power and authority to construe, interpret, and
administer this Plan and to pass upon and decide cases presenting
unusual circumstances in conformity with the objectives of the Plan and
under such rules as may be established consistent with the terms of the
Plan. The AAM Corporate Benefits Office may refer decisions regarding
the Plan to the Management Benefits Committee whose decision shall be
final and binding upon the Corporation and its Associates.
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The Compensation Committee shall monitor the Plan's compliance with the
fiduciary responsibility rules of Section 404 of ERISA, the prohibited
transaction rules of Section 406 of ERISA and Section 4975 of the Code,
and the provision of Section 404(c) of ERISA relating to individual
direction of investments and may take such action as the Compensation
Committee deems appropriate to ensure continued compliance or to
correct any deficiencies.
9.02 RECORDS
The Administrator shall provide for the maintenance of suitable records
to reflect the separate Account balance of each Participant's
contributions and any earnings thereon. The Administrator shall make,
or cause to be made, valuations of the trust fund or market value at
least annually.
9.03 ADMINISTRATIVE EXPENSES
Administrative expenses of the Plan shall be paid from assets
liquidated pursuant to subsection (c) of Section 6.04. To the extent
such expenses are not thereby paid in full, such expenses will be paid
by the Corporation.
9.04 PARTICIPANT STATEMENTS
Each Participant will be furnished a statement four times per year
showing the Net Asset Value of the assets, including earnings, credited
to the Participant's Account.
9.05 INCAPACITY
If the Administrator deems any person incapable of receiving any
distribution to which such person is entitled under this Plan because
such person has not yet reached the age of majority, or because of
illness, infirmity, mental incompetency or other incapacity, it may
make payment, for the benefit or the account of such
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incapacitated person, to any person selected by the Administrator,
whose receipt thereof shall be a complete settlement thereof. Such
payments shall, to the extent thereof, discharge all liability of the
Corporation and each other fiduciary with respect to this Plan.
9.06 NOTICE OF CLAIM DENIAL
The Administrator will provide adequate notice in writing to any
Participant or beneficiary whose claim for benefits under the Plan has
been denied, setting forth the specific reasons for such denial. The
Participant or beneficiary will be given an opportunity for a full and
fair review by the Named Fiduciary, or its delegate, of the decision
denying the claim The Participant or beneficiary will be given 60 days
from the date of the notice denying such claim within which to request
such review.
9.07 CONFIDENTIAL INFORMATION
The Administrator, or its delegate, shall be responsible for ensuring
that sufficient procedures are in place and followed to safeguard the
confidentiality (except to the extent necessary to comply with federal
laws or state laws not pre-empted by ERISA) of information relating to
the purchase, holding, and sale of securities, and the exercise of
voting, tender, and similar rights with respect to such securities by
Participants and beneficiaries. If deemed necessary by the
Administrator, due to potential for undue employer influence with
regard to exercise of shareholder rights, an independent party will be
appointed by the Administrator to carry out instructions of
Participants or beneficiaries relating to such rights.
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ARTICLE X
AMENDMENT, MODIFICATION, SUSPENSION, OR TERMINATION
10.01 AMENDMENT, MODIFICATION, SUSPENSION OR TERMINATION
The Corporation reserves the right, by and through its Board of
Directors, or its delegate, to amend, modify, suspend, or terminate the
Plan, but any such action shall have no retroactive effect which would
prejudice the interests of the Participants.
10.02 DISTRIBUTION UPON PLAN TERMINATION
In the event of termination or partial termination of the Plan without
establishment of a successor plan, the Administrator may direct the
Trustee to:
(A) continue to administer the trust fund and pay Account balances
in accordance with Section 6.04 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
(B) distribute as soon as administratively feasible the assets
remaining in the trust fund in a lump sum to Participants and
beneficiaries in proportion to their respective Account
balances.
(C) In the event of termination, or partial termination, or a
complete discontinuance of contributions under the Plan, the
account balance of each affected Participant will be
non-forfeitable.
10.03 DISTRIBUTION UPON SALE OF SUBSIDIARY OR CORPORATION ASSETS
Upon termination of employment of an Associate with the Corporation as
a result of the sale or disposition of (i) a Corporation subsidiary
which is the employer of such Associate, or (ii) substantially all of
the assets used by the Corporation at
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the location where such Associate is employed; and provided that
immediately after the sale or disposition the Corporation maintains an
ownership interest in the acquiring company, if any, of less than 15%;
and further provided that such Participant continues employment with
the acquiring company; then such Participant may elect to receive a
settlement of all assets in the Participant's Account at any time prior
to attaining age 59-1/2, subject to Article VI, Section 6.04, but only
if the distribution is made by the end of the second calendar year
after the calendar year in which the sale or disposition occurred.
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