REGISTRATION RIGHTS AGREEMENT







                          DATED AS OF FEBRUARY 11, 2004





                                  BY AND AMONG





                       AMERICAN AXLE & MANUFACTURING, INC.



                  AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.



                                       AND



               MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,



                         BANC OF AMERICA SECURITIES LLC



                                       AND



                           J.P. MORGAN SECURITIES INC.



                           --------------------------







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                         REGISTRATION RIGHTS AGREEMENT





                This Registration Rights Agreement (the "Agreement") is made and

entered into this 11th day of February, 2004, by and among American Axle &

Manufacturing, Inc., a Delaware corporation (the "Issuer"), American Axle &

Manufacturing Holdings, Inc., a Delaware corporation (the "Guarantor"), and

Merrill Lynch, Pierce, Fenner & Smith Incorporated, Banc of America Securities

LLC and J.P. Morgan Securities Inc. as representatives (the "Representatives")

of the Initial Purchasers listed on Schedule A to the Purchase Agreement (as

defined below) (each an "Initial Purchaser" and, collectively, the "Initial

Purchasers") each of whom has agreed to purchase the Issuer's 5.25% Notes due

2014, as unconditionally guaranteed by the Guarantor (such notes and guarantee

being the "Initial Securities") pursuant to the Purchase Agreement.



                This Agreement is made pursuant to the Purchase Agreement, dated

February 5, 2004, (the "Purchase Agreement"), among the Issuer, the Guarantor,

Merrill Lynch, Pierce, Fenner & Smith Incorporated, Banc of America Securities

LLC and J.P. Morgan Securities Inc., as representatives of the Initial

Purchasers, which provides for the sale by the Company to the Initial Purchasers

of an aggregate of $250 million aggregate principal amount of the Initial

Securities. The Initial Securities are unconditionally guaranteed (the

"Guarantee") by the Guarantor. In order to induce the Initial Purchasers to

enter into the Purchase Agreement, the Company has agreed to provide to the

Initial Purchasers and their direct and indirect transferees the registration

rights set forth in this Agreement. The execution and delivery of this Agreement

is a condition to the closing under the Purchase Agreement.



                In consideration of the foregoing, the parties hereto agree as

follows:



                1. Definitions.



                As used in this Agreement, the following capitalized defined

terms shall have the following meanings:



                "1933 Act" shall mean the Securities Act of 1933, as amended

        from time to time.



                "1934 Act" shall mean the Securities Exchange Act of l934, as

        amended from time to time.



                "Closing Date" shall mean the Closing Time as defined in the

        Purchase Agreement.







{PAGE}







                "Company" shall mean collectively, the Guarantor and the Issuer,

        and shall also include each of their respective successors.



                "Depositary" shall mean The Depository Trust Company, or any

        other depositary appointed by the Company, provided, however, that such

        depositary must have an address in the Borough of Manhattan, in the City

        of New York.



                "Exchange Offer" shall mean the exchange offer by the Company of

        Exchange Securities for Registrable Securities pursuant to Section 2.1

        hereof.



                "Exchange Offer Registration" shall mean a registration under

        the 1933 Act effected pursuant to Section 2.1 hereof.



                "Exchange Offer Registration Statement" shall mean an exchange

        offer registration statement on Form S-4 (or, if applicable, on another

        appropriate form), and all amendments and supplements to such

        registration statement, including the Prospectus contained therein, all

        exhibits thereto and all documents incorporated by reference therein.



                "Exchange Period" shall have the meaning set forth in Section

        2.1(b) hereof.



                "Exchange Securities" shall mean the 5.25% Notes due 2014,

        Series B, issued by the Issuer under the Indenture and unconditionally

        guaranteed by the Guarantor on the same basis as the Guarantee,

        containing terms identical to the Initial Securities in all material

        respects (except for references to certain interest rate provisions,

        restrictions on transfers and restrictive legends), to be offered to

        Holders of Registrable Securities in exchange for such Registrable

        Securities pursuant to the Exchange Offer.



                "Holder" shall mean an Initial Purchaser, for so long as it owns

        any Registrable Securities, and each of its successors, assigns and

        direct and indirect transferees who become registered owners of

        Registrable Securities under the Indenture and each Participating

        Broker-Dealer that holds Exchange Securities for so long as such

        Participating Broker-Dealer is required to deliver a prospectus meeting

        the requirements of the 1933 Act in connection with any resale of such

        Exchange Securities.



                "Indenture" shall mean the Indenture relating to the Initial

        Securities, dated as of February 11, 2004, between the Issuer, the

        Guarantor and BNY Midwest Trust Company, as trustee (the "Trustee"), as

        the same may be amended,



                                       2



{PAGE}







        supplemented, waived or otherwise modified from time to time in

        accordance with the terms thereof.



                "Initial Purchaser" or "Initial Purchasers" shall have the

        meaning set forth in the preamble.



                "Initial Securities" shall have the meaning set forth in the

        preamble.



                "Majority Holders" shall mean the Holders of a majority of the

        aggregate principal amount of outstanding Registrable Securities;

        provided that whenever the consent or approval of Holders of a specified

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