1999 AMERICAN AXLE & MANUFACTURING HOLDINGS, INC. STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT

Exhibit 99.3

1999 AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
STOCK INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT

          THIS AGREEMENT (the “Agreement”), is made effective as of November 3, 2005 (the “Date of Grant”), between American Axle & Manufacturing Holdings, Inc., a Delaware corporation (the “Company”), and Richard E. Dauch (the “Participant”):

R E C I T A L S :

          WHEREAS, the Company has adopted the 1999 American Axle & Manufacturing Holdings, Inc. Stock Incentive Plan (the “Plan”), which Plan is incorporated herein by reference and made a part of this Agreement. Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan; and

          WHEREAS, the Compensation Committee of the Board of Directors has determined that it would be in the best interests of the Company and its stockholders to grant the Award provided for herein to the Participant, pursuant to the Plan and the terms set forth herein, as an incentive for the Participant to extend the term of his Employment Agreement with the Company dated November 6, 1997, as amended (the “Employment Agreement”), to serve as the Company’s Co-Founder, Chairman and Chief Executive Officer for an additional three years.

          NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties agree as follows:

          1. Grant of the Award . The Company hereby grants to the Participant, on the terms and conditions hereinafter set forth, a restricted stock unit award covering an aggregate of 120,000 Shares, subject to adjustment as set forth in the Plan (the “Award”).

          2. Vesting and Payment .

               (a)  Vesting Date . Subject to Section 2(b), the Award shall vest in full on December 31, 2009 (the “Vesting Date”).

               (b)  Earlier Vesting and Forfeiture .

                    (i) The Award shall vest in full, prior to the Vesting Date, upon the Participant’s death or Disability, the Participant’s termination of employment by the Company without Cause (as defined in the Employment Agreement) or in the event of a Change in Control (as defined in the Participant’s Continuity Agreement with the Company, dated September 29, 2003). &

                    (ii) Except as otherwise expressly stated in Section 2(b)(i), if, prior to the vesting date, the Participant resigns voluntarily from his employment with the Company, then the Shares constituting the Award shall be forfeited without consideration.

               (c)  Payment .

                    (i) On or as soon as practicable following the date, if any, on which the Award vests in accordance with this Section 2, the Participant shall have the right to receive from the Company an amount equal to the number of Shares with respect to which the Award vests, multiplied by the Fair Market Value on such date.

                    (ii) On or as soon as practicable following each date, if any, on whic