EX-24 2 attach_1.htm POWER OF ATTORNEY

POWER OF ATTORNEY







      As of the 31st day of October, 2011, John F. Smith appoints Steven R. Keyes,

Richard G. Raymond and Laura L. Douglas signing singly, as the undersigned's true

and lawful attorneys-in-fact to:



(1) execute for and on behalf of the undersigned, in her capacity as officer

and/or director of American Axle & Manufacturing, Inc., Forms 3, 4, and 5

in accordance with Section 16(a) of the Securities Exchange Act of 1934,

and any other forms or reports the undersigned may be required to file in

connection with her ownership, acquisition, or disposition of securities of

American Axle & Manufacturing Holdings, Inc. (the "Company");



(2) do and perform any and all acts for and on behalf of the undersigned in

order to execute any Form 3, 4, or 5, or other form or report, and timely file

the form or report with the United States Securities and Exchange

Commission; and



(3) take any other action, which, in the opinion of each attorney-in-fact, may

be in the interest of or legally required by the undersigned.



      The undersigned hereby grants to each attorney-in-fact full power and authority

to perform any act necessary to exercise the rights and powers granted herein, as fully

as the undersigned could do if personally present, with full power of substitution or

revocation.  The undersigned acknowledges that the attorneys-in-fact are not

assuming, nor is the Company assuming, any of the undersigned's responsibilities to

comply with Section 16 of the Securities Exchange Act of 1934.



      This Power of Attorney shall remain in full force and effect until the

undersigned is no longer required to file Forms 3, 4, or 5 with respect to the

undersigned's holdings of and transactions in securities issued by the Company,

unless earlier revoked by the undersigned in a signed writing delivered to the

attorneys-in-fact.





       _________________________

       John F. Smith



Subscribed and sworn to before me on

this 31st day of October, 2011.



_________________________

Lisa Michelle Kennerly

Notary Public, Macomb County, MI

Acting in Wayne County, MI

My commission expires 3/14/15