collective bargaining agreement.

EXHIBIT 10.1

Agreement

THIS AGREEMENT made this day, May 3, 2008, as amended May 16, 2008, by and between General Motors Corporation (“GM”) and American Axle & Manufacturing, Inc. (“AAM”).

Whereas AAM is in process of negotiating a collective bargaining agreement with the UAW that has resulted in a protracted strike which has impacted GM operations nationwide.

Whereas AAM has advised GM that it has made significant progress in its negotiations with the UAW and that with the level of GM support set forth in this agreement AAM can reach a timely agreement with the UAW on a new AAM-UAW collective bargaining agreement.

For valuable consideration, the receipt and sufficiency for which is acknowledged, the parties agree as follows:

	1.		In support of the transition of the UAW-represented legacy labor at AAM’s original facilities, GM shall pay AAM a total of $175 million in cash for buyouts, early retirements and buydowns as determined by AAM payable as follows:
			$15 million on or before August 1, 2008 $100 million on or before October 1, 2008, and $60 million on or before April 1, 2009
	2.		The Asset Purchase Agreement, dated February 18, 1994, between GM and AAM (the “APA”) shall be amended as follows:

	a.		The first sentence of section 5.5.4 of the APA shall provide that AAM shall have no liability to GM for post-retirement health care and life insurance coverage provided to UAW represented Transitioned Employees pursuant to Section 5.5.2 thereof, which amount is currently valued by the parties to be approximately $40 million.
	b.		The second sentence of section 5.5.4 of the APA shall provide that GM will reimburse AAM quarterly with regard to post-retirement health care and life insurance coverage provided to hourly UAW represented Transitioned Employees pursuant to Section 5.5.3 thereof. The quarterly payments for th