Amended and Restated AAM 2009 Long-Term Incentive Plan

“Affiliate” means any Parent or Subsidiary and any person that directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the Company.

“Award” means a grant under the Plan of a cash incentive opportunity to be earned by and paid to a Participant pursuant to the terms of the Plan and Award Document.

“Award Document” means an agreement, certificate or other type or form of document or documentation approved by the Committee that sets forth the terms and conditions of an Award. An Award Document may be written, electronic, or other media, may be limited to a notation on the books and records of the Company and, unless the Committee requires otherwise, need not be signed by a representative of the Company or Participant.

“Award Opportunity” or “Award Opportunities” means the Award or Awards that a Participant can earn based upon the achievement of a pre-established performance goal or goals during a Performance Period as specified in the Participant’s Award Document and pursuant to the terms of the Plan.

“ Beneficial Owner ” or “ Beneficial Ownership ” shall have the meaning ascribed to such terms in Rule 13d-3 of the General Rules and Regulations under the Exchange Act.

“ Board of Directors” or “Board” means the Board of Directors of the Company.

“ Change in Control ” means any of the following events:

Any Person, excluding the Company and any subsidiary and any employee benefit plan sponsored or maintained by the Company or any subsidiary (including any trustee of such plan acting as trustee), directly or indirectly, becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), of securities of the Company representing 30% or more of the combined voting power of the Company’s then outstanding securities; or

Within any 12-month period, the persons who were directors immediately before the beginning of such period (the “ Incumbent Directors ”) cease (for any reason other than death) to constitute at least a majority of the Board or the board of directors of a successor to the Company. For this purpose, any director who was not a director at the beginning of such period shall be deemed to be an Incumbent Director if such director was elected to the Board by, or on the recommendation of or with the approval of, at least two thirds of the directors who then qualified as Incumbent Directors, so long as such director was not nominated by a person who commenced or threatened to commence an election contest or proxy solicitation by or on behalf of a person (other than the Board) or who has entered into an agreement to effect a Change in Control or expressed an intention to cause such a Change in Control.

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Committee” means the Compensation Committee of the Board, which shall consist entirely of “non-employee directors” for purposes of Rule 16b-3 of the Exchange Act and “outside directors” for purposes of Section 162(m) of the Code; provided, however, that a failure to meet such requirements shall not invalidate awards granted or decisions made by the Committee.

“Director” means any individual who is a member of the Board of Directors of the Company.

“Disability” shall have the meaning ascribed to such term in the governing long-tern disability plan pursuant to which the Participant may be entitled to benefits, if any, or if there shall be no such plan, as determined by the Committee in its absolute discretion.

“Effective Date” shall have the meaning ascribed to such term in Section 1.1 hereof.

“Eligible Individuals” means the individuals described in Article 4 who are eligible for Awards under the Plan.

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, or any successor act thereto.

“Participant” means Eligible Individual who has been granted an Award under the Plan.

“Performance Period” means the period established by the Committee and set forth in the Award Document over which performance goals are measured.

“ Person ” shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d) thereof.

“Retirement” means, with respect to any Participant, such Participant’s voluntary resignation at any time after attaining age 65 or as such term is defined in the governing retirement plan(s) to which the Participant may be entitled to benefits, if any.

“Subsidiary” means