<HTML>
<HEAD>
<TITLE>Tower Automotive, Inc. Form S-8</TITLE>
</HEAD>
<BODY>

<!-- MARKER FORMAT-SHEET="Para Flush (Regular) Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>As filed with the Securities and
Exchange Commission on September 21, 2004 &#151; Registration No. 333-__________ </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Major Center Bold-TNR" FSL="Project" -->
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>UNITED STATES <BR>SECURITIES AND
EXCHANGE COMMISSION <BR>WASHINGTON, D.C. 20549 </FONT></H1>

<!-- MARKER FORMAT-SHEET="Center Rule" FSL="Default" -->
     <P ALIGN=CENTER>_________________ </P>

<!-- MARKER FORMAT-SHEET="Head Major Center Bold-TNR" FSL="Project" -->
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>FORM S-8 </FONT></H1>

<!-- MARKER FORMAT-SHEET="Head Major Center Bold-TNR" FSL="Project" -->
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>REGISTRATION STATEMENT
<BR>UNDER<BR>THE SECURITIES ACT OF
1933 </FONT></H1>

<!-- MARKER FORMAT-SHEET="Head Major Center Bold-TNR" FSL="Project" -->
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=4><B>TOWER AUTOMOTIVE, INC.</B> </FONT>
<BR><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(Exact Name of
Registrant as Specified in Its Charter) </FONT></P>


<!-- MARKER FORMAT-SHEET="Table - 2 Even Columns" FSL="Project" -->
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD ALIGN=CENTER WIDTH=50%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>         <B>Delaware</B>       <BR>
(State or other jurisdiction of<BR>
Incorporation or Organization)
</FONT></TD>
<TD ALIGN=CENTER WIDTH=50%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>41-1746238</B><BR>
(I.R.S. Employer Identification No.)
</FONT></TD>
</TR>
</TABLE>
<BR>


<!-- MARKER FORMAT-SHEET="Para Center-TNR" FSL="Project" -->
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>27175 Haggerty Road,
Novi, Michigan 48377 </B> <BR>(Address of Principal
Executive Offices) (Zip Code) </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Center-TNR" FSL="Project" -->
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>Tower Automotive, Inc.
Second Amended and Restated <BR>Colleague Stock
Discount Purchase Plan</B> <BR>(Full Title of the Plan) </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Center-TNR" FSL="Project" -->
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>James A. Mallak, Chief
Financial Officer, 27175 Haggerty Road, Novi, Michigan 48377, (248) 675-6000 </B>
<BR>(Name, Address, and Telephone Number of Agent For Service, Including Area Code)  </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Center-TNR" FSL="Project" -->
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>Copies of
Communications to:</B>  <BR>Michael G. Wooldridge <BR>Varnum, Riddering,
Schmidt &amp; Howlett LLP<BR>333 Bridge Street, N.W.,
P.O. Box 352 <BR>Grand Rapids, Michigan
49501-0352 <BR>(616) 336-6000 </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Major Center Bold-TNR" FSL="Default" -->
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>CALCULATION OF
REGISTRATION FEE </FONT></H1>


<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
     <TD COLSPAN=15><HR NOSHADE COLOR=#000000 SIZE=3></TD></TR>
<TR VALIGN=Bottom>
     <TH COLSPAN=3><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Title of Each Class<BR>
of Securities to be<BR>
    Registered
</FONT></TH>
     <TH COLSPAN=3><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Amount to be<BR>
 Registered
</FONT></TH>
     <TH COLSPAN=3><FONT FACE="Times New Roman, Times, Serif" SIZE=2>   Proposed   <BR>
    Maximum   <BR>
Offering Price<BR>
 Per Share(3)
</FONT></TH>
     <TH COLSPAN=3><FONT FACE="Times New Roman, Times, Serif" SIZE=2>     Proposed<BR>
      Maximum     <BR>
     Aggregate    <BR>
 Offering Price(3)
</FONT></TH>
     <TH COLSPAN=3><FONT FACE="Times New Roman, Times, Serif" SIZE=2>  Amount of<BR>
Registration<BR>
     Fee
</FONT></TH></TR>
<TR>
     <TD COLSPAN=15><HR NOSHADE COLOR=#000000 SIZE=3></TD></TR>
<TR VALIGN=Middle>
     <TD WIDTH="1%" ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD WIDTH="21%" ALIGN="CENTER"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Common Stock</FONT></TD>
     <TD WIDTH="1%" ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD WIDTH="1%" ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD WIDTH="16%" ALIGN="CENTER"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>800,000 shares<FONT SIZE=1><SUP>(1)(2)</SUP></FONT></FONT></TD>
     <TD WIDTH="1%" ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD WIDTH="3%" ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD WIDTH="16%" ALIGN="CENTER"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>$2.70</FONT></TD>
     <TD WIDTH="1%" ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD WIDTH="2%" ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD WIDTH="16%" ALIGN="CENTER"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>$2,160,000</FONT></TD>
     <TD WIDTH="1%" ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD WIDTH="2%" ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD WIDTH="16%" ALIGN="CENTER"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>$274</FONT></TD>
     <TD WIDTH="2%" ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD></TR>
<TR>
     <TD COLSPAN=15><HR NOSHADE COLOR=#000000 SIZE=3></TD></TR>
</TABLE>



<!-- MARKER FORMAT-SHEET="Numbered List - Hang Lv 0-TNR" FSL="Project" -->
     <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
          <TR VALIGN=TOP>
          <TD WIDTH=5% ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(1)</FONT></TD>
          <TD WIDTH=95% ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
          Represents 800,000 additional shares of Common Stock authorized for issuance
          under the Tower Automotive, Inc. Second Amended and Restated Colleague Stock
          Discount Purchase Plan. This Registration Statement also covers such
          indeterminable additional number of shares as may be issuable under the Tower
          Automotive, Inc. Second Amended and Restated Colleague Stock Discount Purchase
          Plan by reason of adjustments to the number of shares covered thereby as
          described in their respective Prospectuses. </FONT></TD>
          </TR>
          </TABLE>
          <BR>

<!-- MARKER FORMAT-SHEET="Numbered List - Hang Lv 0-TNR" FSL="Project" -->
     <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
          <TR VALIGN=TOP>
          <TD WIDTH=5% ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(2)</FONT></TD>
          <TD WIDTH=95% ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
          1,000,000 shares of Common Stock were previously registered on the Form S-8
          (Registration Statement No. 333-91578) filed on April 25, 1995. </FONT></TD>
          </TR>
          </TABLE>
          <BR>

<!-- MARKER FORMAT-SHEET="Numbered List - Hang Lv 0-TNR" FSL="Project" -->
     <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
          <TR VALIGN=TOP>
          <TD WIDTH=5% ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(3)</FONT></TD>
          <TD WIDTH=95% ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
          For the purpose of computing the registration fee only, the price shown is based
          upon the price of $2.70 per share, the average of the high and low sales prices
          for the Common Stock of Tower Automotive, Inc. on the New York Stock Exchange on
          September 20, 2004, in accordance with Rule 457(h). </FONT></TD>
          </TR>
          </TABLE>
          <BR>

<!-- MARKER FORMAT-SHEET="Para Flush (Regular) Lv 0-TNR" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Pursuant to Rule 416(a) of the
General Rules and Regulations under the Securities Act of 1933, this Registration
Statement shall cover such additional securities as may be offered or issued to prevent
dilution resulting from stock splits, stock dividends or similar transactions. </FONT></P>


<!-- MARKER PAGE="sheet: 1; page: 1" -->
<HR SIZE=3 NOSHADE><p Style='page-break-before:always'>



<!-- MARKER FORMAT-SHEET="Head Major Center Bold-TNR" FSL="Project" -->
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>PART I  </FONT></H1>

<!-- MARKER FORMAT-SHEET="Head Major Center Bold-TNR" FSL="Project" -->
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>INFORMATION REQUIRED
IN THE SECTION 10(a) PROSPECTUS </FONT></H1>

<!-- MARKER FORMAT-SHEET="Para Flush (Regular) Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Information required by Part I to be
contained in the Section 10(a) Prospectus is omitted from this Registration Statement in
accordance with Rule 428 under the Securities Act of 1933, as amended, and the Note to
Part I of Form S-8. </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Major Center Bold-TNR" FSL="Project" -->
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>PART II </FONT></H1>

<!-- MARKER FORMAT-SHEET="Head Major Center Bold-TNR" FSL="Project" -->
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT </FONT></H1>

<!-- MARKER FORMAT-SHEET="Head Major Left Bold-TNR" FSL="Project" -->
<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item 3. Incorporation of Documents
by Reference </FONT></H1>

<!-- MARKER FORMAT-SHEET="Para Flush (Regular) Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The Corporation hereby incorporates
by reference in this Registration Statement the following documents filed by the
Corporation with the Securities and Exchange Commission: </FONT></P>

<!-- MARKER FORMAT-SHEET="Numbered List - Hang Lv 0-TNR" FSL="Project" -->
     <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
          <TR VALIGN=TOP>
          <TD WIDTH=5% ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a)</FONT></TD>
          <TD WIDTH=95% ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
          The Corporation&#146;s latest Annual Report on Form 10-K filed pursuant to
          Section 13(a) of the Securities Exchange Act of 1934; </FONT></TD>
          </TR>
          </TABLE>
          <BR>

<!-- MARKER FORMAT-SHEET="Numbered List - Hang Lv 0-TNR" FSL="Project" -->
     <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
          <TR VALIGN=TOP>
          <TD WIDTH=5% ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b)</FONT></TD>
          <TD WIDTH=95% ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
          All other reports or documents filed by the Corporation pursuant to Section
          13(a) or 15(d) of the Securities Exchange Act of 1934, since the end of the
          fiscal year covered by the Annual Report on Form 10-K referenced to in (a)
          above; and </FONT></TD>
          </TR>
          </TABLE>
          <BR>

<!-- MARKER FORMAT-SHEET="Numbered List - Hang Lv 0-TNR" FSL="Project" -->
     <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
          <TR VALIGN=TOP>
          <TD WIDTH=5% ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(c)</FONT></TD>
          <TD WIDTH=95% ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
          The description of the Corporation&#146;s Common Stock is contained in the
          Corporation&#146;s Registration Statement filed pursuant to Section 12 of the
          Exchange Act and is incorporated in this Registration Statement by reference,
          including any subsequent amendments or reports filed for the purpose of updating
          such description. </FONT></TD>
          </TR>
          </TABLE>
          <BR>

<!-- MARKER FORMAT-SHEET="Para Flush (Regular) Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>All other documents subsequently
filed by the Corporation pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be part of
this Registration Statement from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference in this
Registration Statement shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained in this Registration
Statement or in any other subsequently filed document which also is incorporated or deemed
to be incorporated by reference in this Registration Statement modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed, except as
modified or superseded, to constitute a part of this Registration Statement. </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Major Left Bold-TNR" FSL="Project" -->
<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item 4. Description of
Securities </FONT></H1>

<!-- MARKER FORMAT-SHEET="Para Left-TNR" FSL="Project" -->
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Not Applicable. </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Major Left Bold-TNR" FSL="Project" -->
<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item 5. Interests of
Named Experts and Counsel </FONT></H1>

<!-- MARKER FORMAT-SHEET="Para Left-TNR" FSL="Project" -->
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Not applicable. </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Major Left Bold-TNR" FSL="Project" -->
<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item 6. Indemnification
of Directors and Officers </FONT></H1>

<!-- MARKER FORMAT-SHEET="Para Center-TNR" FSL="Default" -->
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2 </FONT></P>


<!-- MARKER PAGE="sheet: 2; page: 2" -->
<HR SIZE=3 NOSHADE><p Style='page-break-before:always'>



<!-- MARKER FORMAT-SHEET="Para Flush (Regular) Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The Registrant is incorporated under
the laws of the State of Delaware. Section 145 of the General Corporation Law of the State
of Delaware (the &#147;Delaware Statute&#148;) which provides that a Delaware corporation
may indemnify any persons who are, or are threatened to be made, parties to any
threatened, pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (a &#147;proceeding&#148;), other than an action by or in
the right of such corporation, by reason of the fact that such person is or was an
officer, director, employee or agent of such corporation, or is or was serving at the
request of such corporation as a director, officer, employee or agent of another
corporation or enterprise (an &#147;indemnified capacity&#148;). The indemnity may include
expenses, including attorneys&#146; fees, judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action, suit or
proceeding, provided such person acted in good faith and in a manner he reasonably
believed to be in or not opposed to the corporation&#146;s best interests and, with
respect to any criminal action or proceeding, had no reasonable cause to believe that his
conduct was illegal. Similar provisions apply to actions brought by or in the right of the
corporation, except that no indemnification shall be made without judicial approval if the
officer or director is adjudged to be liable to the corporation. Where an officer or
director is successful on the merits or otherwise in the defense of any action referred to
above, the corporation must indemnify him against the expenses which such officer or
director has actually and reasonably incurred. Section 145 of the Delaware Statute further
authorizes a corporation to purchase and maintain insurance on behalf of any indemnified
person against any liability asserted against him and incurred by him in any indemnified
capacity, or arising out of his status as such, regardless of whether the corporation
would otherwise have the power to indemnify him under the Delaware Statute. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush (Regular) Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The certificate of incorporation of
the Registrant provides that each person who was or is made a party or is threatened to be
made a party to or is otherwise involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he or she is or was
a director or officer of the Registrant or is or was serving at the request of the
Registrant as a director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust or other enterprise, including service with respect to
an employee benefit plan, whether the basis of such proceeding is alleged action in an
official capacity as a director, officer, employee or agent or in any other capacity while
serving as a director, officer, employee or agent, shall be indemnified and held harmless
by the Registrant to the fullest extent authorized by the Delaware Statute, as the same
exists or may thereafter be amended (but, in the case of any such amendment, only to the
extent that such amendment permits the Registrant to provide broader indemnification
rights than permitted prior thereto), against all expense, liability and loss (including
attorney&#146;s fees, judgments, fines, ERISA excise taxes or penalties and amounts paid
in settlement) reasonably incurred or suffered by such indemnitee in connection therewith
and such indemnification shall continue as to an indemnitee who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
indemnitee&#146;s heirs, executors and administrators; provided, however, that except as
otherwise provided in the certificate of incorporation, with respect to proceedings to
enforce rights to indemnification, the Registrant shall indemnify any such indemnitee in
connection with a proceeding (or part thereof) initiated by such indemnitee only if such
proceeding (or part thereof) was authorized by the board of directors of the Registrant.
The right to indemnification conferred in the certificate of incorporation is a contract
right and includes the right to be paid by the Registrant the expenses incurred in
defending any such proceeding in advance of its final disposition; provided, however,
that, if the Delaware Statute requires, an advancement of expenses incurred by an
indemnitee in his or her capacity as a director or officer (and not in any other capacity
in which service was or is rendered by such indemnitee, including, without limitation,
service to an employee benefit plan) shall be made only upon delivery to the Registrant of
an undertaking, by or on behalf of such indemnitee, to repay all amounts so advanced if it
shall ultimately be determined by final judicial decision from which there is no further
right to appeal that such indemnitee is not entitled to be indemnified for such expenses.
If a claim under the certificate of incorporation is not paid in full by the Registrant
within sixty days after a written claim has been received by the Registrant, except in the
case of a claim for an advancement of expenses, in which case the applicable period shall
be twenty days, the indemnitee may at any time thereafter bring suit against the
Registrant to recover the unpaid amount of the claim. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush (Regular) Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The certificate of incorporation of
the Registrant provides that, to the fullest extent permitted by the Delaware Statute, no
director of the corporation shall be liable to the corporation or its stockholders for
monetary damages for a breach of fiduciary duty as a director. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Center-TNR" FSL="Default" -->
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>3 </FONT></P>


<!-- MARKER PAGE="sheet: 3; page: 3" -->
<HR SIZE=3 NOSHADE><p Style='page-break-before:always'>



<!-- MARKER FORMAT-SHEET="Para Indent Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Registrant&#146;s Bylaws provide for indemnification of its directors and officers to the
fullest extent permitted by applicable law. The Registrant maintains directors&#146; and
officers&#146; liability insurance against any actual or alleged error, misstatement,
misleading statement, act, omission, neglect or breach of duty by any director or officer,
excluding certain matters including fraudulent, dishonest or criminal acts or
self-dealing. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Indent Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers or persons controlling the Registrant pursuant to the
foregoing provisions, or otherwise, we have been informed that in the opinion of the
commission such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Major Left Bold-TNR" FSL="Project" -->
<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item 7. Exemption from
Registration Claimed </FONT></H1>

<!-- MARKER FORMAT-SHEET="Para Left-TNR" FSL="Project" -->
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Not applicable. </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Major Left Bold-TNR" FSL="Project" -->
<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item 8. Exhibits </FONT></H1>

<!-- MARKER FORMAT-SHEET="Para Flush (Regular) Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Reference is made to the Exhibit
Index which appears on Page 7. </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Major Left Bold-TNR" FSL="Default" -->
<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item 9. Undertakings </FONT></H1>

<!-- MARKER FORMAT-SHEET="Para (List) Flush" FSL="Project" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a)&nbsp;&nbsp;&nbsp;&nbsp;
          The undersigned registrant hereby undertakes: </FONT></P>

<!-- MARKER FORMAT-SHEET="Numbered List Flush Lv 0- TNR" FSL="Project" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          To file, during any period in which offers or sales are being made, a
          post-effective amendment to this Registration Statement: </FONT></P>

<!-- MARKER FORMAT-SHEET="Numbered List Flush Lv 1- TNR" FSL="Project" -->
          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
               <TR VALIGN=TOP>
               <TD ALIGN=RIGHT WIDTH=5%></TD>
               <TD WIDTH=95%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               To include any prospectus required by Section 10(a)(3) of the Securities Act of
               1933; </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

<!-- MARKER FORMAT-SHEET="Numbered List Flush Lv 1- TNR" FSL="Project" -->
          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
               <TR VALIGN=TOP>
               <TD ALIGN=RIGHT WIDTH=5%></TD>
               <TD WIDTH=95%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               To reflect in the prospectus any facts or events arising after the effective
               date of the Registration Statement (or the most recent post-effective amendment
               thereof) which, individually or in the aggregate, represents a fundamental
               change in the information set forth in the Registration Statement; and </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

<!-- MARKER FORMAT-SHEET="Numbered List Flush Lv 1- TNR" FSL="Project" -->
          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
               <TR VALIGN=TOP>
               <TD ALIGN=RIGHT WIDTH=5%></TD>
               <TD WIDTH=95%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               To include any material information with respect to the plan of distribution not
               previously disclosed in the Registration Statement or any material change to
               such information in the Registration Statement; </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

<!-- MARKER FORMAT-SHEET="Para Flush (Regular) Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>provided, however</I>, that
paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if information required to be included in
a post-effective amendment by those paragraphs is contained in periodic reports filed by
the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the Registration Statement. </FONT></P>

<!-- MARKER FORMAT-SHEET="Numbered List Flush Lv 0- TNR" FSL="Project" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          That, for the purpose of determining any liability under the Securities Act of
          1933, each such post-effective amendment shall be deemed to be a new
          registration statement relating to the securities offered therein, and the
          offering of such securities at that time shall be deemed to be the initial
          <I>bona fide</I> offering thereof. </FONT></P>

<!-- MARKER FORMAT-SHEET="Numbered List Flush Lv 0- TNR" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          To remove from registration by means of a post-effective amendment any of the
          securities being registered which remain unsold at the termination of the
          offering. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush" FSL="Project" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b)&nbsp;&nbsp;&nbsp;&nbsp;
          The undersigned registrant hereby undertakes that, for purposes of determining
          any liability under the Securities Act of 1933, each filing of the
          registrant&#146;s annual report pursuant to Section 13(a) or Section 15(d) of
          the Securities Exchange Act of 1934 (and, where applicable, each filing of an
          employee benefit plan&#146;s annual report pursuant to Section 15(d) of the
          Securities Exchange Act of 1934) that is incorporated by reference in the
          Registration Statement shall be deemed to be a new registration statement
          relating to the securities offered therein, and the offering of such securities
          at that time shall be deemed to be the initial <I>bona fide</I> offering
          thereof. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Center-TNR" FSL="Default" -->
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>4 </FONT></P>


<!-- MARKER PAGE="sheet: 4; page: 4" -->
<HR SIZE=3 NOSHADE><p Style='page-break-before:always'>



<!-- MARKER FORMAT-SHEET="Para (List) Flush" FSL="Project" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(c)&nbsp;&nbsp;&nbsp;&nbsp;
          Insofar as indemnification for liabilities arising under the Securities Act of
          1933 may be permitted to directors, officers, and controlling persons of the
          registrant pursuant to the foregoing provisions, or otherwise, the Registrant
          has been advised that in the opinion of the Securities and Exchange Commission
          such indemnification is against public policy as expressed in the Act and is,
          therefore, unenforceable. In the event that a claim for indemnification against
          such liabilities (other than the payment by the registrant of expenses incurred
          or paid by a director, officer or controlling person of the Registrant in the
          successful defense of any action, suit or proceeding) is asserted by such
          director, officer or controlling person in connection with the securities being
          registered, the registrant will, unless in the opinion of its counsel the matter
          has been settled by controlling precedent, submit to a court of appropriate
          jurisdiction the question whether such indemnification by it is against public
          policy as expressed in the Act and will be governed by the final adjudication of
          such issue. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Center-TNR" FSL="Default" -->
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>5 </FONT></P>


<!-- MARKER PAGE="sheet: 5; page: 5" -->
<HR SIZE=3 NOSHADE><p Style='page-break-before:always'>



<!-- MARKER FORMAT-SHEET="Head Major Center Bold-TNR" FSL="Project" -->
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>SIGNATURES </FONT></H1>

<!-- MARKER FORMAT-SHEET="Para Indent Lv 0-TNR" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing on Form S-8
and has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Novi, State of Michigan, on the
17th day of September, 2004. </FONT></P>

<!-- MARKER FORMAT-SHEET="Signature (Single)" FSL="Project" -->
<TABLE WIDTH=100% CELLSPACING=0 CELLPADDING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=40%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=50%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>TOWER AUTOMOTIVE, INC.</B><BR><BR>
<BR>By: /s/ Kathleen Ligocki<BR>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Kathleen Ligocki, President and Chief Executive Officer</FONT></TD>
</TR>
</TABLE>
<BR>

<!-- MARKER FORMAT-SHEET="Head Major Center Bold-TNR" FSL="Project" -->
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>POWER OF ATTORNEY </FONT></H1>

<!-- MARKER FORMAT-SHEET="Para Indent Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>KNOW
ALL MEN BY THESE PRESENTS,</B> that each person whose signature appears below constitutes
and appoints Kathleen Ligocki and James A. Mallak, and each of them, his or her true and
lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for
him or her and in his or her name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration Statement
and to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission and any other regulatory authority,
granting unto said attorney-in-fact and agent, full power and authority to do and perform
each and every act and thing required and necessary to be done in and about the premises,
as fully to all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or his or her
substitute, may lawfully do or cause to be done by virtue hereof. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Indent Lv 0-TNR" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement has been
signed below on September 17, 2004, by the following persons in the capacities indicated. </FONT></P>

<!-- MARKER FORMAT-SHEET="Table - 2 Even Columns" FSL="Project" -->
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD ALIGN=LEFT WIDTH=50%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><BR><BR>/s/ Kathleen Ligocki<BR>
&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;<BR>
Kathleen Ligocki, Director, President, and Chief<BR>
Executive Officer (Principal Executive Officer)
</FONT></TD>
<TD ALIGN=LEFT WIDTH=50%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><BR><BR>/s/ James A. Mallak<BR>
&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;<BR>
James A. Mallak, Chief Financial Officer (Principal<BR>
Financial and Accounting Officer)
</FONT></TD>
</TR>
<TR VALIGN=TOP>
<TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><BR><BR>/s/ Christopher Hatto<BR>
&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;<BR>
Christopher Hatto, Principal Accounting Officer
</FONT></TD>
<TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><BR><BR>/s/ S. A. Johnson<BR>
&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;<BR>
S. A. Johnson, Director, Chairman of the Board<BR>
of Directors
</FONT></TD>
</TR>
<TR VALIGN=TOP>
<TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><BR><BR>/s/ Anthony G. Fernandes      <BR>
&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;<BR>
Anthony G. Fernandes, Director
</FONT></TD>
<TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><BR><BR>/s/ Dr. Juergen M. Geissinger      <BR>
&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;<BR>
Dr. Juergen M. Geissinger, Director
</FONT></TD>
</TR>
<TR VALIGN=TOP>
<TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><BR><BR>/s/ Ali Jenab      <BR>
&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;<BR>
Ali Jenab, Director
</FONT></TD>
<TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><BR><BR>/s/ F. Joseph Loughrey<BR>
&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;<BR>
F. Joseph Loughrey, Director
</FONT></TD>
</TR>
<TR VALIGN=TOP>
<TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><BR><BR><BR>
&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;<BR>
James R. Lozelle, Director
</FONT></TD>
<TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><BR><BR>/s/ Georgia Nelson      <BR>
&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;<BR>
Georgia Nelson, Director
</FONT></TD>
</TR>
</TABLE>
<BR>


<!-- MARKER FORMAT-SHEET="Para Center-TNR" FSL="Default" -->
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>6 </FONT></P>


<!-- MARKER PAGE="sheet: 6; page: 6" -->
<HR SIZE=3 NOSHADE><p Style='page-break-before:always'>




<!-- MARKER FORMAT-SHEET="Head Major Center Bold-TNR" FSL="Project" -->
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>EXHIBIT INDEX </FONT></H1>

<!-- MARKER FORMAT-SHEET="Head Major Left Bold-TNR" FSL="Project" -->
<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Exhibit </FONT></H1>

<!-- MARKER FORMAT-SHEET="Head Major Left Bold-TNR" FSL="Default" -->
<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Number Description of
Document </FONT></H1>

<!-- MARKER FORMAT-SHEET="Numbered List - Hang Lv 0-TNR" FSL="Project" -->
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>3.1 </FONT></TD>
<TD WIDTH=95% ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Amended
and Restated Certificate of Incorporation of the Registrant, as amended by the
Certificate of Amendment to Certificate of Incorporation, dated June 2, 1997,
incorporated by reference to the Registrant&#146;s Form S-3 Registration Statement
(Registration No. 333-38827), filed under the Securities  Act of 1933  </FONT></TD>
</TR>
</TABLE>
<BR>



<!-- MARKER FORMAT-SHEET="Numbered List - Hang Lv 0-TNR" FSL="Project" -->
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>3.2 </FONT></TD>
<TD WIDTH=95% ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Amended
and  Restated  Bylaws of the  Registrant,  incorporated  by  reference  to Exhibit 3.2 of
         Registrant's  Form S-1  Registration  Statement  (Registration  No.  333-80320),
 filed under the          Securities Act of 1933 </FONT></TD>
</TR>
</TABLE>
<BR>

<!-- MARKER FORMAT-SHEET="Numbered List - Hang Lv 0-TNR" FSL="Project" -->
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>4.1 </FONT></TD>
<TD WIDTH=95% ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Tower
Automotive, Inc. Second Amended and Restated Colleague Stock Discount Purchase Plan </FONT></TD>
</TR>
</TABLE>
<BR>

<!-- MARKER FORMAT-SHEET="Numbered List - Hang Lv 0-TNR" FSL="Project" -->
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>5.1 </FONT></TD>
<TD WIDTH=95% ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Opinion
 of  Varnum,  Riddering,  Schmidt &amp;  Howlett  LLP with  respect  to the  legality  of
the          securities being registered </FONT></TD>
</TR>
</TABLE>
<BR>

<!-- MARKER FORMAT-SHEET="Numbered List - Hang Lv 0-TNR" FSL="Project" -->
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>23.1 </FONT></TD>
<TD WIDTH=95% ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Consent
of Deloitte &amp; Touche LLP  </FONT></TD>
</TR>
</TABLE>
<BR>

<!-- MARKER FORMAT-SHEET="Numbered List - Hang Lv 0-TNR" FSL="Project" -->
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>23.2 </FONT></TD>
<TD WIDTH=95% ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Consent
of KPMG C&aacute;rdenas Dosal, S.C. </FONT></TD>
</TR>
</TABLE>
<BR>

<!-- MARKER FORMAT-SHEET="Numbered List - Hang Lv 0-TNR" FSL="Project" -->
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>23.3 </FONT></TD>
<TD WIDTH=95% ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Consent
of Varnum, Riddering, Schmidt &amp; Howlett LLP (included in opinion filed as Exhibit 5.1) </FONT></TD>
</TR>
</TABLE>
<BR>

<!-- MARKER FORMAT-SHEET="Numbered List - Hang Lv 0-TNR" FSL="Project" -->
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>24.1 </FONT></TD>
<TD WIDTH=95% ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Power
of Attorney - included on page 6 hereof </FONT></TD>
</TR>
</TABLE>
<BR>

<!-- MARKER FORMAT-SHEET="Para Center-TNR" FSL="Default" -->
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>7 </FONT></P>


<!-- MARKER PAGE="sheet: 7; page: 7" -->
<HR SIZE=3 NOSHADE><p Style='page-break-before:always'>




<!-- MARKER FORMAT-SHEET="Head Major Center Bold-TNR" FSL="Project" -->
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>EXHIBIT 4.1 </FONT></H1>

<!-- MARKER FORMAT-SHEET="Head Major Center Bold-TNR" FSL="Project" -->
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>TOWER AUTOMOTIVE, INC. </FONT></H1>

<!-- MARKER FORMAT-SHEET="Head Major Center Bold-TNR" FSL="Project" -->
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>SECOND AMENDED AND
RESTATED <BR><U>COLLEAGUE STOCK
DISCOUNT PURCHASE PLAN</U> <BR>(Through May 20, 2004) </FONT></H1>

<!-- MARKER FORMAT-SHEET="Head Major Center Bold-TNR" FSL="Project" -->
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>RECITALS</U> </FONT></H1>

<!-- MARKER FORMAT-SHEET="Para Indent Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
an effort to simplify the administrative burden in overseeing the Amended and Restated
Colleague Stock Discount Purchase Plan&#146;s operation, management has prepared this
Second Amended and Restated Colleague Stock Discount Purchase Plan, incorporating all of
the previous amendments to the Amended and Restated Colleague Stock Discount Purchase Plan
through May 20, 2004, as approved by the Board of Directors. </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Major Center Bold-TNR" FSL="Project" -->
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>PLAN</U> </FONT></H1>

<!-- MARKER FORMAT-SHEET="Head Major Center Bold-TNR" FSL="Project" -->
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ARTICLE 1<BR><I>Identification of the
Plan</I> </FONT></H1>

<!-- MARKER FORMAT-SHEET="Para Indent Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.1&nbsp;&nbsp;&nbsp;&nbsp;
<U>Title</U>. This plan, as may from time to time be amended, shall be known as the Tower
Automotive, Inc. Second Amended and Restated Colleague Stock Discount Purchase Plan (the
&#147;<U>Plan&#148;</U>). The Plan is maintained by Tower Automotive, Inc. (the
&#147;<U>Company</U>&#148;) and any of its domestic or Canadian subsidiaries that may
adopt the Plan from time to time in accordance with the procedures set forth in Section
6.2 hereof with the Company&#146;s consent (each such adopting subsidiary shall be
referred to herein as a &#147;<U>Covered Entity</U>&#148;). </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Indent Lv 0-TNR" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.2&nbsp;&nbsp;&nbsp;&nbsp;
<U>Purpose</U>. The purpose of the Plan is to provide employees who wish to purchase, at a
discount, shares of the Company&#146;s Common Stock, par value $.01 per share
(&#147;<U>Shares</U>&#148;), a convenient and economical method of doing so. The Company
believes that employee ownership of Shares will foster greater employee interest in the
Company&#146;s growth and development and will be to the mutual benefit of both the
employees and the Company. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Indent Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.3&nbsp;&nbsp;&nbsp;&nbsp;
     <U>Effective Date</U>.  The Plan has been effective since August 18, 1994. </FONT></P>


<!-- MARKER FORMAT-SHEET="Para Indent Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.4&nbsp;&nbsp;&nbsp;&nbsp;
     <U>Defined  Terms</U>.  Certain  capitalized  terms used herein and not otherwise  defined
 herein shall have the meanings given to such terms in Section 6.3 hereof. </FONT></P>


<!-- MARKER FORMAT-SHEET="Head Major Center Bold-TNR" FSL="Project" -->
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ARTICLE 2<BR><I>Administration of the
Plan </I></FONT></H1>

<!-- MARKER FORMAT-SHEET="Para Indent Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.1&nbsp;&nbsp;&nbsp;&nbsp;
     <U>Committee's  Powers</U>.  The Plan shall be  administered by a committee (the
 &#147;<U>Committee</U>&#148;)  composed of persons appointed by the Board in accordance with the
provisions of Section 2.2.  The Committee shall have full power and authority to: </FONT></P>



<!-- MARKER PAGE="sheet: 8; page: 8" -->
<HR SIZE=3 NOSHADE><p Style='page-break-before:always'>



<!-- MARKER FORMAT-SHEET="Numbered List Flush Lv 1- TNR" FSL="Project" -->
          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
               <TR VALIGN=TOP>
               <TD ALIGN=RIGHT WIDTH=5%></TD>
               <TD WIDTH=95%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               prescribe, amend and rescind rules and procedures governing the administration
               of the Plan, including, without limitation, any rules or regulations which may
               be necessary, advisable or desirable to govern the participation of officers in
               the Plan in order to exempt transactions under the Plan from Section 16(b) of
               the Exchange Act pursuant to Rule 16(b) under the Exchange Act; </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

<!-- MARKER FORMAT-SHEET="Numbered List Flush Lv 1- TNR" FSL="Project" -->
          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
               <TR VALIGN=TOP>
               <TD ALIGN=RIGHT WIDTH=5%></TD>
               <TD WIDTH=95%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               to interpret the provisions of the Plan and the rules and procedures established
               by the Committee; </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

<!-- MARKER FORMAT-SHEET="Numbered List Flush Lv 1- TNR" FSL="Project" -->
          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
               <TR VALIGN=TOP>
               <TD ALIGN=RIGHT WIDTH=5%></TD>
               <TD WIDTH=95%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               to determine the requirements imposed by or rights of any person under the Plan
               or any rule or procedure established by the Committee; </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

<!-- MARKER FORMAT-SHEET="Numbered List Flush Lv 1- TNR" FSL="Project" -->
          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
               <TR VALIGN=TOP>
               <TD ALIGN=RIGHT WIDTH=5%></TD>
               <TD WIDTH=95%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               to determine the eligibility of employees to participate in the Plan in
               accordance with the standards set forth in Section 4.3 hereof; </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

<!-- MARKER FORMAT-SHEET="Numbered List Flush Lv 1- TNR" FSL="Project" -->
          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
               <TR VALIGN=TOP>
               <TD ALIGN=RIGHT WIDTH=5%></TD>
               <TD WIDTH=95%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               to delegate certain of the duties of the Committee to one or more agents to
               facilitate the purchase and transfer of Shares and to otherwise assist in the
               administration of the Plan; and </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

<!-- MARKER FORMAT-SHEET="Numbered List Flush Lv 1- TNR" FSL="Project" -->
          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
               <TR VALIGN=TOP>
               <TD ALIGN=RIGHT WIDTH=5%></TD>
               <TD WIDTH=95%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               to adjust the Maximum Annual Amount, as that term is defined in Section 4.8 of
               this Plan. </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

<!-- MARKER FORMAT-SHEET="Para Flush (Regular) Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Each action of the Committee which is
within the scope of the authority delegated to the Committee by the Plan or by the Board
shall be binding on all persons. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Indent Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.2&nbsp;&nbsp;&nbsp;&nbsp;
<U>Committee Membership</U>. The Committee shall be composed of no fewer than two
non-management members of the Board. The Board shall have the power to determine the
number of members which the Committee shall have and to change the number of membership
positions on the Committee from time to time. The Board shall appoint all members of the
Committee. The Board may from time to time appoint members to the Committee in
substitution for, or in addition to, members previously appointed and may fill vacancies,
however caused, on the Committee. Any member of the Committee may be removed from the
Committee by the Board at any time with or without cause. If at any time no Committee has
been constituted by the Board to administer the Plan, then the entire Board shall have all
authority and duties delegated to the Committee under the Plan. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Indent Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.3&nbsp;&nbsp;&nbsp;&nbsp;
<U>Committee Procedures</U>. The Committee shall hold its meetings at such times and
places as it may determine. The Committee may make such rules and regulations for the
conduct of its business as it shall deem advisable. Unless the Board or the Committee
shall expressly decide to the contrary, a majority of the members of the Committee shall
constitute a quorum and any action taken by a majority of the Committee members in
attendance at a meeting at which a quorum of Committee members are present shall be deemed
an act of the Committee. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Indent Lv 0-TNR" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.4&nbsp;&nbsp;&nbsp;&nbsp;
<U>Indemnification</U>. No member of the Committee shall be liable, in the absence of bad
faith, for any act or omission with respect to his or her service on the Committee under
the Plan. Service on the Committee shall constitute service as a director of the Company
so that the members of the Committee shall be entitled to indemnification and
reimbursement as directors of the Company for any action or any failure to act in
connection with service on the Committee to the fullest extent provided for at any time in
the Company&#146;s Certificate of Incorporation and Bylaws, or in any insurance policy or
other agreement intended for the benefit of the Company&#146;s directors. </FONT></P>


<!-- MARKER PAGE="sheet: 9; page: 9" -->
<HR SIZE=3 NOSHADE><p Style='page-break-before:always'>



<!-- MARKER FORMAT-SHEET="Head Major Center Bold-TNR" FSL="Project" -->
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ARTICLE 3<BR><I>Shares Reserved for the
Plan </I></FONT></H1>

<!-- MARKER FORMAT-SHEET="Para Indent Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;There
shall be reserved for issuance and purchase by employees under the Plan an aggregate of
1,800,000 Shares, subject to adjustment as provided in Section 4.11 hereof. Shares subject
to the Plan may be shares now or hereafter authorized and unissued or shares already
authorized, issued and owned by the Company. The right to purchase shares pursuant to the
Plan shall be made available by a series of quarterly offerings to employees eligible to
participate in the Plan pursuant to Section 4.3 hereof. If and to the extent that any
right to purchase Shares under the Plan is not exercised by any employee for any reason or
if such right to purchase terminates as provided herein, Shares that have not been so
purchased under the Plan shall again become available for the purposes of the Plan during
the remaining term of the Plan. </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Major Center Bold-TNR" FSL="Project" -->
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ARTICLE 4<BR><I>Operation
of the Plan </I></FONT></H1>

<!-- MARKER FORMAT-SHEET="Para Indent Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.1&nbsp;&nbsp;&nbsp;&nbsp;
<U>The Plan Year</U>. The Plan shall operate on a fiscal year beginning on the first day
of January in each year and ending on the 31st day of December of such year. Each such
fiscal year is referred to herein as a &#147;<U>Plan Year</U>.&#148; </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Indent Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.2&nbsp;&nbsp;&nbsp;&nbsp;
<U>Plan Quarters</U>. Each Plan Year shall be divided into four quarters ending on March
31, June 30, September 30 and December 31, respectively, of such Plan Year. Each such
quarter is referred to herein as a <U>&#147;Plan Quarter</U>.&#148; </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Indent Lv 0-TNR" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.3&nbsp;&nbsp;&nbsp;&nbsp;
<U>Eligibility</U>. Any employee of the Company or a Covered Entity shall be eligible to
participate in the Plan on the first day of any Plan Quarter immediately following the
first day of such employee&#146;s employment with the Company or such Covered Entity. An
employee&#146;s eligibility to participate in the Plan shall terminate if such employee
(i) does not regularly work for the Company or such Covered Entity at least five (5)
months during the calendar year, (ii) does not work an average of twenty (20) hours or
more per week during such period worked, or (iii) would own, immediately after the
exercise of any right granted hereunder, Shares possessing five percent (5%) or more of
the total combined voting power or value of all classes of capital stock of the Company.
In determine whether the stock ownership of an employee equals or exceeds this 5% limit,
the rules of Code Section 424(d) shall apply, and stock which the employee may purchase
under outstanding options (whether or not such options qualify for the tax treatment
afforded by Code Section 421(a)) shall be treated as stock owned by the employee. The
Committee shall determine which employees are eligible to participate in the Plan in
accordance with the standards set forth in this Section. If the Committee determines that
applicable state law prohibits or restricts an otherwise eligible employee from purchasing
Shares because such employee has not reached the age of majority, then that employee shall
not be eligible to participate in the Plan unless such employee establishes a custody
arrangement for the Shares that is satisfactory to the Committee. </FONT></P>


<!-- MARKER PAGE="sheet: 10; page: 10" -->
<HR SIZE=3 NOSHADE><p Style='page-break-before:always'>



<!-- MARKER FORMAT-SHEET="Head Sub 2 Left" FSL="Project" -->
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.4&nbsp;&nbsp;&nbsp;&nbsp;
<U>Election to Participate; Payroll Deductions</U>.</FONT></P>

<!-- MARKER FORMAT-SHEET="Numbered List Flush Lv 1- TNR" FSL="Project" -->
          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
               <TR VALIGN=TOP>
               <TD ALIGN=RIGHT WIDTH=5%></TD>
               <TD WIDTH=95%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               An eligible employee may elect to participate in the Plan as of the first day of
               any Plan Quarter by correctly completing and returning to the Company an
               enrollment form authorizing the Company or the Covered Entity to deduct a
               specified amount from each of such employee&#146;s subsequent paychecks (each a
               &#147;<U>Payroll Deduction</U>&#148;) for the purchase of Shares under the Plan.
               All Payroll Deductions shall be made regularly and in equal amounts and shall be
               credited to such employee&#146;s Cash Account. Such credit shall constitute only
               a bookkeeping entry by the Company and no interest shall become due or payable
               on any amount contributed by or credited to any such employee pursuant to the
               Plan. Employees who elect to participate in the Plan are referred to herein as
               &#147;<U>Participants</U>.&#148; </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

<!-- MARKER FORMAT-SHEET="Numbered List Flush Lv 1- TNR" FSL="Project" -->
          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
               <TR VALIGN=TOP>
               <TD ALIGN=RIGHT WIDTH=5%></TD>
               <TD WIDTH=95%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               The minimum allowable Payroll Deduction shall be Ten Dollars ($10) per week. </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

<!-- MARKER FORMAT-SHEET="Numbered List Flush Lv 1- TNR" FSL="Project" -->
          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
               <TR VALIGN=TOP>
               <TD ALIGN=RIGHT WIDTH=5%></TD>
               <TD WIDTH=95%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               Each Participant shall be deemed to have authorized the same Payroll Deduction
               for each subsequent payroll period provided that such Participant is eligible to
               participate during each such payroll period. A Participant may increase or
               decrease his or her Payroll Deduction as of the first day of any Plan Quarter by
               filing the appropriate form, in the time and manner prescribed by the Committee. </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

<!-- MARKER FORMAT-SHEET="Numbered List Flush Lv 1- TNR" FSL="Project" -->
          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
               <TR VALIGN=TOP>
               <TD ALIGN=RIGHT WIDTH=5%></TD>
               <TD WIDTH=95%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               If a person ceases to be a Participant, or if for any reason the Company does
               not use the entire balance in a Participant&#146;s Cash Account to purchase
               Shares, then such unused balance shall be returned to such person. </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

<!-- MARKER FORMAT-SHEET="Para Indent Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.5&nbsp;&nbsp;&nbsp;&nbsp;
<U>Accounting for Participant Contributions</U>. The Committee shall cause to be
established for bookkeeping purposes a &#147;<U>Cash Account</U>&#148; and a
&#147;<U>Share Account</U>&#148; for each Participant. As soon as practicable on or after
the last day of each Plan Quarter, but in no event later than the fifteenth day of the
month immediately following the end of such Plan Quarter, the Committee shall credit each
Participant&#146;s Cash Account with such Participant&#146;s Payroll Deductions during the
Plan Quarter (&#147;<U>Contributions</U>&#148;). The date of crediting of such
Contributions is referred to herein as the &#147;<U>Contribution Crediting Date</U>.&#148;
The Company shall not be required to pay or accrue interest on the cash balances in any
such Cash Account or on the value of any Shares in such Share Account. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Indent Lv 0-TNR" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.6&nbsp;&nbsp;&nbsp;&nbsp;
<U>Share Purchases</U>. Subject to Section 4.8 hereof, within fifteen (15) working days
following each Contribution Crediting Date the Committee shall use the aggregate balance
of funds in all Participants&#146; Cash Accounts to Purchase Shares, which Shares shall
then be allocated to such Participants&#146; Share Accounts pursuant to Section 4.7. The
Purchase Price per Share to each Participant shall be 85% of the lower of (i) the closing
price per Share on the New York Stock Exchange (&#147;NYSE&#148;) on the first day of the
Plan Quarter to which such purchase relates, or (ii) the closing price per Share on the
NYSE on the last day of the Plan Quarter to which such purchase relates; provided that if
the first or last day of the Plan Quarter is a day on which the NYSE is closed, the price
for such day shall be determined as of the last preceding day on which the NYSE is open. </FONT></P>


<!-- MARKER PAGE="sheet: 11; page: 11" -->
<HR SIZE=3 NOSHADE><p Style='page-break-before:always'>



<!-- MARKER FORMAT-SHEET="Para Indent Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.7&nbsp;&nbsp;&nbsp;&nbsp;
<U>Allocation of Shares</U>. Subject to Section 4.8 hereof, as soon as practicable after
all necessary Shares have been purchased pursuant to Section 4.6, the Committee shall
allocate such Shares to Participants&#146; Share Accounts (the date of such allocation to
be referred to herein as the &#147;<U>Share Allocation Date</U>&#148;) in the following
manner: </FONT></P>

<!-- MARKER FORMAT-SHEET="Numbered List Flush Lv 1- TNR" FSL="Project" -->
          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
               <TR VALIGN=TOP>
               <TD ALIGN=RIGHT WIDTH=5%></TD>
               <TD WIDTH=95%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               The Company shall allocate full Shares and fractional Shares to the Share
               Account of each Participant to the extent of the balance in such
               Participant&#146;s Cash Account on the immediately preceding Contribution
               Crediting Date. Such Cash Account shall be charged with the cost to such
               Participant of all Shares so allocated, so that no cash balance shall remain in
               such Cash Account immediately following each Share Allocation Date. </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

<!-- MARKER FORMAT-SHEET="Numbered List Flush Lv 1- TNR" FSL="Project" -->
          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
               <TR VALIGN=TOP>
               <TD ALIGN=RIGHT WIDTH=5%></TD>
               <TD WIDTH=95%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               Until certificates for such Shares are issued, no person shall have any right to
               sell, assign, mortgage, pledge, hypothecate or otherwise encumber any of such
               Shares. </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

<!-- MARKER FORMAT-SHEET="Para Indent Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.8&nbsp;&nbsp;&nbsp;&nbsp;
<U>Plan Contribution Limitations</U>. No right to purchase Shares under the Plan shall
permit a Participant to purchase Shares which, together with any stock of the Company
purchased by such Participant under any other employee stock purchase plans (as defined in
Section 423 of the Code), would have a fair market value (determined at the time such
right is granted) in excess of $12,000 for any calendar year in which such right is
outstanding at any time (the &#147;Maximum Annual Amount&#148;). </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Indent Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.9&nbsp;&nbsp;&nbsp;&nbsp;
<U>Issuance of Share Certificates</U>. Stock certificates for any of the whole Shares in a
Participant&#146;s Share Account may be issued to such Participant only upon receipt by
the Committee (or its agent) of such Participant&#146;s written request, which request
shall indicate the number of Shares (up to a maximum of the number of full Shares in such
Participant&#146;s Share Account) for which the Participant wishes to receive stock
certificates. In addition, stock certificates for any of the whole Shares allocated to a
Participant&#146;s Share Account on or after January 1, 1997, will be issued to such
Participant only if the Participant has held the Shares for a minimum of two years from
the Share Allocation Date for such Shares, unless such certificate is being issued upon
termination of employment as provided in Section 4.14. In each case, such request shall be
made on a form at the time prescribed by the Committee and shall be filed with the
Committee (or its agent). The appropriate Share certificates shall be issued to such
Participant as soon as practicable after the end of the Plan Quarter is which a qualifying
request is timely made. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Indent Lv 0-TNR" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.10&nbsp;&nbsp;&nbsp;&nbsp;
<U>Expenses</U>. The Company or the Covered Entity, as applicable, shall bear all costs
associated with the administration of the Plan and the purchase of Shares. No expenses
attributable to a Participant&#146;s sale of Shares, however, shall be borne by the
Company or the Covered Entity. </FONT></P>


<!-- MARKER PAGE="sheet: 12; page: 12" -->
<HR SIZE=3 NOSHADE><p Style='page-break-before:always'>




<!-- MARKER FORMAT-SHEET="Head Sub 2 Left" FSL="Project" -->
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.11&nbsp;&nbsp;&nbsp;&nbsp;
<U>Cash Dividends, Share Splits and Distributions</U>. </FONT></P>

<!-- MARKER FORMAT-SHEET="Numbered List Flush Lv 1- TNR" FSL="Project" -->
          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
               <TR VALIGN=TOP>
               <TD ALIGN=RIGHT WIDTH=5%></TD>
               <TD WIDTH=95%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               <U>Cash Dividends</U>. Any cash dividends attributable to Shares allocated to a
               Participant&#146;s Share Account as of the record date for which such cash
               dividends are declared shall be credited to such Participant&#146;s Cash Account
               as of the dividend payment date and shall be applied to Share purchases and
               allocations on the next Share Allocation Date in accordance with Sections 4.6
               and 4.7 hereof. </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

<!-- MARKER FORMAT-SHEET="Numbered List Flush Lv 1- TNR" FSL="Project" -->
          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
               <TR VALIGN=TOP>
               <TD ALIGN=RIGHT WIDTH=5%></TD>
               <TD WIDTH=95%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               <U>Share Distributions and Share Splits</U>. Any Share distributions and Share
               splits attributable to Shares allocated to a Participant&#146;s Share Account as
               of the Share distribution record date or the Share split effective date shall be
               credited directly to such Participant&#146;s Share Account as of the record date
               and the effective date, respectively, of such Share distributions and such Share
               splits. </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

<!-- MARKER FORMAT-SHEET="Numbered List Flush Lv 1- TNR" FSL="Project" -->
          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
               <TR VALIGN=TOP>
               <TD ALIGN=RIGHT WIDTH=5%></TD>
               <TD WIDTH=95%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               <U>Share Rights and Warrants</U>. The Company may, from time to time and in the
               exercise of its sole discretion, declare rights or warrants with respect to
               Shares. Following and as of the record date for determining those shareholders
               of record entitled to receive rights or warrants with respect to their Shares,
               the Company shall issue and the Committee shall allocate such rights or warrants
               directly to the appropriate Participants as though the Shares allocated to the
               Share Account of each such Participant were held of record by such Participant.
               Certificates representing such rights or warrants, if any such certificates have
               been authorized by the Board, may be issued to each such Participant pursuant to
               the procedures set forth in Section 4.9 hereof. </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

<!-- MARKER FORMAT-SHEET="Numbered List Flush Lv 1- TNR" FSL="Project" -->
          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
               <TR VALIGN=TOP>
               <TD ALIGN=RIGHT WIDTH=5%></TD>
               <TD WIDTH=95%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               <U>Changes in Common Stock</U>. In the event of a reorganization,
               recapitalization, stock split, merger, consolidation or other event causing an
               increase or change in the common stock of the Company, the Committee may make
               appropriate changes in the number and type of Shares that at the time of such
               event remain available for purchase under the Plan. </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

<!-- MARKER FORMAT-SHEET="Para Indent Lv 0-TNR" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.12&nbsp;&nbsp;&nbsp;&nbsp;
<U>Voting Rights</U>. Holders of Shares under the Plan shall have the same rights to vote
on matters affecting the Company as do other shareholders of the Company. If any such
matter is submitted to the shareholders for a vote, then following the record date for any
shareholder meeting at which such vote is to occur the Committee shall advise the Company
of the number of Participants for whom Shares are held in Share Accounts on such record
date, and the Company shall furnish the Committee (or its agent) with sufficient sets of
proxy soliciting materials for one set to be delivered to each such Participant. The
Committee shall forward one such set to each Participant for whom allocated Shares are
being held, and shall request voting instructions from each such Participant. Upon receipt
of such voting instructions, the Committee shall vote each Participant&#146;s Shares as
instructed. If no voting instructions are received from a Participant, the Committee shall
not vote any Share allocated to such Participant&#146;s Share Account. </FONT></P>


<!-- MARKER PAGE="sheet: 13; page: 13" -->
<HR SIZE=3 NOSHADE><p Style='page-break-before:always'>



<!-- MARKER FORMAT-SHEET="Head Sub 2 Left" FSL="Project" -->
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.13&nbsp;&nbsp;&nbsp;&nbsp;
<U>Records and Reports to Participants</U>. </FONT></P>

<!-- MARKER FORMAT-SHEET="Numbered List Flush Lv 1- TNR" FSL="Project" -->
          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
               <TR VALIGN=TOP>
               <TD ALIGN=RIGHT WIDTH=5%></TD>
               <TD WIDTH=95%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               The Committee shall cause to be maintained true and accurate books of account
               and records of all transactions under the Plan, and such books and records shall
               be open to inspection and audit by such person or persons as the Company may
               designate. On or before March 31 of each year, the Committee shall file with the
               Company&#146;s Treasurer a written report setting forth all receipts,
               disbursements and other transactions effected on behalf of the Plan during the
               preceding Plan Year, including a description of all Shares purchased and the
               cost of all such Shares. Such report shall also disclose any liabilities of the
               Plan and shall show, as of the close of such Plan Year, the values of each
               Participant&#146;s Cash Account and Share Account together with the record of
               Share certificates delivered to each such Participant during such Plan Year. The
               Committee shall have the right to maintain one or more bank accounts for
               Contributions, and to make deposits in and withdrawals therefrom in connection
               with the Plan&#146;s administration. </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

<!-- MARKER FORMAT-SHEET="Numbered List Flush Lv 1- TNR" FSL="Project" -->
          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
               <TR VALIGN=TOP>
               <TD ALIGN=RIGHT WIDTH=5%></TD>
               <TD WIDTH=95%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               An annual report shall be provided to each Participant within 90 days after the
               close of each Plan Year, showing for the Plan Year just ended: </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

<!-- MARKER FORMAT-SHEET="Numbered List Flush Lv 2- TNR" FSL="Project" -->
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD ALIGN=RIGHT WIDTH=10%></TD>
<TD WIDTH=90%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times,               Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;the
aggregate amount of such Participant&#146;s Payroll Deductions;  </FONT></P></TD>
</TR>
</TABLE>
<BR>

<!-- MARKER FORMAT-SHEET="Numbered List Flush Lv 2- TNR" FSL="Project" -->
          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
               <TR VALIGN=TOP>
               <TD ALIGN=RIGHT WIDTH=10%></TD>
               <TD WIDTH=90%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               the aggregate amount of cash dividends credited to such Participant&#146;s Cash
               Account; </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

<!-- MARKER FORMAT-SHEET="Numbered List Flush Lv 2- TNR" FSL="Project" -->
          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
               <TR VALIGN=TOP>
               <TD ALIGN=RIGHT WIDTH=10%></TD>
               <TD WIDTH=90%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               the number of Shares acquired for such Participant&#146;s Share Account
               (including the amounts of Share distributions or Share splits so allocated or
               credited); </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

<!-- MARKER FORMAT-SHEET="Numbered List Flush Lv 2- TNR" FSL="Project" -->
          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
               <TR VALIGN=TOP>
               <TD ALIGN=RIGHT WIDTH=10%></TD>
               <TD WIDTH=90%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               the average cost per Share of Shares purchased for such Participant; </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

<!-- MARKER FORMAT-SHEET="Numbered List Flush Lv 2- TNR" FSL="Project" -->
          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
               <TR VALIGN=TOP>
               <TD ALIGN=RIGHT WIDTH=10%></TD>
               <TD WIDTH=90%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               the number of Shares, if any, for which certificates were delivered to such
               Participant; and </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

<!-- MARKER FORMAT-SHEET="Numbered List Flush Lv 2- TNR" FSL="Project" -->
          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
               <TR VALIGN=TOP>
               <TD ALIGN=RIGHT WIDTH=10%></TD>
               <TD WIDTH=90%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(vi)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               the beginning and ending balances in such Participant&#146;s Share Account and
               Cash Account. </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

<!-- MARKER FORMAT-SHEET="Para Indent Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.14&nbsp;&nbsp;&nbsp;&nbsp;
<U>Termination of Employment</U>. Settlement of the Cash Account and Share Account of any
Participant whose employment has terminated shall be made as of the beginning of the Plan
Quarter following the Plan Quarter in which such termination occurred. </FONT></P>

<!-- MARKER FORMAT-SHEET="Numbered List Flush Lv 1- TNR" FSL="Default" -->
          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
               <TR VALIGN=TOP>
               <TD ALIGN=RIGHT WIDTH=5%></TD>
               <TD WIDTH=95%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               As soon as practicable after the close of the Plan Quarter in which such
               termination occurred, the Committee shall deliver to such former Participant a
               certificate for the number of full Shares allocated to such former
               Participant&#146;s Share Account and not previously distributed, together with a
               check for the sum of (i) any remaining cash balance in such former
               Participant&#146;s Cash Account and (ii) the value of any fractional Shares
               allocated to such former Participant&#146;s Share Account. </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>


<!-- MARKER PAGE="sheet: 14; page: 14" -->
<HR SIZE=3 NOSHADE><p Style='page-break-before:always'>



<!-- MARKER FORMAT-SHEET="Numbered List Flush Lv 1- TNR" FSL="Project" -->
          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
               <TR VALIGN=TOP>
               <TD ALIGN=RIGHT WIDTH=5%></TD>
               <TD WIDTH=95%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               In the event of a Participant&#146;s death, settlement shall be made to such
               Participant&#146;s designated beneficiary, if any. If no beneficiary has been
               designated, or if such beneficiary does not survive such Participant, settlement
               shall be made to such Participant&#146;s duly appointed legal representative
               after the satisfaction of any applicable legal requirements. </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

<!-- MARKER FORMAT-SHEET="Para Indent Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.15&nbsp;&nbsp;
<U>Holding Period</U>. As a condition to participation in the Plan, each Participant
agrees with respect to Shares allocated to such Participant&#146;s Share Account on or
after January 1, 1997, not to sell or otherwise dispose of such Shares for a period of two
consecutive years following the Share Allocation Date for such Shares without the prior
written consent of the Committee, unless the sale or disposition is pursuant to a
termination of employment as provided in Section 4.14. </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Major Center Bold-TNR" FSL="Project" -->
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ARTICLE 5 <BR><I>Amendment and
Termination of the Plan </I></FONT></H1>

<!-- MARKER FORMAT-SHEET="Para Indent Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.1&nbsp;&nbsp;&nbsp;&nbsp;
<U>Amendment</U>. Subject to the provisions of Section 423 of the Code and Rule 16b-3
under the Exchange Act, the Board shall have complete power and authority to amend the
Plan at any time and in any respect, and no approval by the Company&#146;s stockholders or
by any other person, committee or other entity of any kind shall be required to make
effective any amendment approved by the Board; provided, however, that no amendment may
affect any Participant&#146;s right to the benefit of Contributions made by such
Participant prior to the date of such amendment. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Indent Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.2&nbsp;&nbsp;&nbsp;&nbsp;
<U>Termination</U>. The Board reserves the right to terminate the Plan at the end of any
Plan Quarter. In the event the Plan is so terminated, the Committee shall purchase and
allocate Shares as provided in Sections 4.6 and 4.7. As soon as practicable after such
termination and allocation, the Committee shall distribute to each Participant (or such
Participant&#146;s designated beneficiary or duly appointed legal representative pursuant
to Section 4.14(b) hereof) all of the Shares held in such Participant&#146;s Share Account
plus an amount of cash equal to the balance in such Participant&#146;s Cash Account. </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Major Center Bold-TNR" FSL="Project" -->
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ARTICLE 6 <BR><I>Miscellaneous </I></FONT></H1>

<!-- MARKER FORMAT-SHEET="Para Indent Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.1&nbsp;&nbsp;&nbsp;&nbsp;
<U>Limitation on Sale of Shares</U>. No Shares shall be sold under the Plan to any
employee residing or employed in any jurisdiction where the sale of such Shares is not
permitted under applicable law. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Indent Lv 0-TNR" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.2&nbsp;&nbsp;&nbsp;&nbsp;
<U>Adoption by Subsidiaries</U>. Any domestic or Canadian subsidiary of the Company may
adopt the Plan on behalf of its employees either unilaterally or by collective bargaining
by filing with the Company (i) a certified copy of a resolution of the board of directors
(or other appropriate authorization satisfactory to the Secretary of the Company) of such
subsidiary providing for such subsidiary&#146;s adoption of the Plan and (ii) a certified
copy of a resolution of the Board of the Company consenting to such adoption. </FONT></P>


<!-- MARKER PAGE="sheet: 15; page: 15" -->
<HR SIZE=3 NOSHADE><p Style='page-break-before:always'>



<!-- MARKER FORMAT-SHEET="Para Indent Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.3&nbsp;&nbsp;&nbsp;&nbsp;
<U>Definitions</U>. Each term defined in this Section 6.3 has the meaning indicated in
this Section 6.3 whenever such term is used in the Plan: </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Indent Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Board&#148;
means the Board of Directors of the Company as constituted at the time the term is
applied. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Indent Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Cash
Account&#148; has the meaning such term is given in Section 4.5 hereof. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Indent Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Code&#148;
means the Internal Revenue Code of 1986, as amended. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Indent Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Committee&#148;
has the meaning such term is given in Section 2.1 hereof. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Indent Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Common
Stock&#148; means the issued or issuable Common Stock, par value $.01 per share, of the
Company. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Indent Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Company&#148;
has the meaning such term is given in Section 1.1 hereof. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Indent Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Contributions&#148;
has the meaning such term is given in Section 4.5 hereof. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Indent Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Contribution
Crediting Date&#148; has the meaning such term is given in Section 4.5 hereof. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Indent Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Covered
Entity&#148; has the meaning such term is given in Section 1.1 hereof </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Indent Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Exchange
Act&#148; means the Securities Exchange Act of 1934, as amended. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Indent Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Maximum
Annual Amount&#148; has the meaning such term is given in Section 4.8 hereof. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Indent Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Participant&#148;
has the meaning such term is given in Section 4.4(a) hereof. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Indent Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Payroll
Deduction&#148; has the meaning such term is given in Section 4.4(a) hereof. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Indent Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Plan&#148;
has the meaning such term is given in Section 1.1 hereof. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Indent Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Plan
Quarter&#148; has the meaning such term is given in Section 4.2 hereof. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Indent Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Plan Year&#148;
has the meaning such term is given in Section 4.1 hereof. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Indent Lv 0-TNR" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Securities
Act&#148; at any given time shall consist of: (i) the Securities Act of 1933 as
constituted at such time; (ii) any other law or laws promulgated prior to such time by the
United States Government which are in effect at such time and which regulate or govern any
matters at any time regulated or governed by the Securities Act of 1933; (iii) all
regulations, rules, registration forms and other governmental pronouncements issued under
the laws specified in clauses (i) and (ii) of this sentence which are in effect at such
time; and (iv) all interpretations by any governmental agency or authority of the items
specified in clause (i), (ii) or (iii) of this sentence which are in effect at such time.
Whenever any provision of the Plan requires that any action be taken in compliance with
any provision of the Securities Act, such provision shall be deemed to require compliance
with the Securities Act as constituted at the time such action takes place. </FONT></P>


<!-- MARKER PAGE="sheet: 16; page: 16" -->
<HR SIZE=3 NOSHADE><p Style='page-break-before:always'>




<!-- MARKER FORMAT-SHEET="Para Indent Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Share&#148;
has the meaning such term is given in Section 1.2 hereof. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Indent Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Share
Account&#148; has the meaning such term is given in Section 4.5 hereof. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Indent Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Share Allocation
Date&#148; has the meaning such term is given in Section 4.7 hereof. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Indent Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.4&nbsp;&nbsp;&nbsp;&nbsp;
<U>Headings</U>. Section headings used in the Plan are for convenience only, do not
constitute a part of the Plan and shall not be deemed to limit, characterize or affect in
any way any provision of the Plan. All provisions in the Plan shall be construed as if no
headings had been used in the Plan. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Indent Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.5&nbsp;&nbsp;&nbsp;&nbsp;
<U>Severability</U>. Whenever possible, each provision in the Plan shall be interpreted in
such mariner as to be effective and valid under applicable law, but if any provision of
the Plan is held to be prohibited by or invalid under applicable law, then (i) such
provision shall be deemed amended to accomplish the objectives of the provision as
originally written to the fullest extent permitted by law and (ii) all other provisions of
the Plan shall remain in full force and effect. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Indent Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.6&nbsp;&nbsp;&nbsp;&nbsp;
<U>No Strict Construction</U>. No rule of strict construction shall be applied against the
Company, the Committee or any other person in the interpretation of any term of the Plan
or any rule or procedure established by the Committee. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Indent Lv 0-TNR" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.7&nbsp;&nbsp;&nbsp;&nbsp;
<U>Governing Law</U>. All issues and questions concerning the construction, validity,
enforcement and interpretation of the Plan shall be governed by, and construed in
accordance with, the laws of the State of Delaware, without giving effect to any choice of
law or conflict of law rules or provisions (whether of the State of Delaware or any other
jurisdiction) that would cause the application of the laws of any jurisdiction other than
the State of Delaware. </FONT></P>


<!-- MARKER PAGE="sheet: 17; page: 17" -->
<HR SIZE=3 NOSHADE><p Style='page-break-before:always'>



<!-- MARKER FORMAT-SHEET="Head Major Center Bold-TNR" FSL="Project" -->
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>EXHIBIT 5.1 </FONT></H1>

<!-- MARKER FORMAT-SHEET="Para Center-TNR" FSL="Project" -->
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>September 21, 2004 </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Left-TNR" FSL="Default" -->
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Tower Automotive, Inc.<BR>27175
Haggerty Road<BR>Novi, Michigan 48377 </FONT></P>

<!-- MARKER FORMAT-SHEET="Numbered List - Hang LV 1-TNR" FSL="Project" -->
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5% ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>Re:</B>  </FONT></TD>
<TD WIDTH=90% ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>Registration
Statement on Form S-8 Relating to the Tower Automotive, Inc. Second Amended and Restated
Colleague Stock Discount Purchase Plan (the &#147;Plan&#148;)  </B></FONT></TD>
</TR>
</TABLE>
<BR>

<!-- MARKER FORMAT-SHEET="Para Left-TNR" FSL="Project" -->
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Ladies and Gentlemen: </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Indent Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;With
respect to the Registration Statement on Form S-8 (the &#147;Registration Statement&#148;)
filed by Tower Automotive, Inc., a Delaware corporation (the &#147;Company&#148;) with the
Securities and Exchange Commission, for the purpose of registering under the Securities
Act of 1933, as amended, 800,000 shares of the Company&#146;s common stock, par value $.01
per share, for issuance pursuant to the Plan, we have examined such documents and
questions of law we consider necessary or appropriate for the purpose of giving this
opinion. On the basis of such evaluation, we advise you that in our opinion the 800,000
shares covered by the Registration Statement, at the prices described in the Registration
Statement, and upon delivery of such shares and payment therefor in accordance with the
terms stated in the Plan and the Registration Statement, will be duly and legally
authorized, issued and outstanding, and will be fully paid and nonassessable. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Indent Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We
hereby consent to the filing of this opinion as an exhibit to the Registration Statement.
In giving this consent, we do not thereby admit that we are within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933, as amended, or
under the rules and regulations of the Securities and Exchange Commission relating
thereto. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Center-TNR" FSL="Project" -->
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Sincerely, </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Center-TNR" FSL="Project" -->
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>VARNUM, RIDDERING,
SCHMIDT &amp; HOWLETT LLP </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Center-TNR" FSL="Default" -->
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>/s/ VARNUM, RIDDERING,
SCHMIDT &amp; HOWLETT LLP </FONT></P>


<!-- MARKER PAGE="sheet: 18; page: 18" -->
<HR SIZE=3 NOSHADE><p Style='page-break-before:always'>



<!-- MARKER FORMAT-SHEET="Head Major Center Bold-TNR" FSL="Project" -->
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>EXHIBIT 23.1 </FONT></H1>

<!-- MARKER FORMAT-SHEET="Head Major Center Bold-TNR" FSL="Project" -->
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>CONSENT OF INDEPENDENT
AUDITORS </FONT></H1>

<!-- MARKER FORMAT-SHEET="Head Major Left Bold-TNR" FSL="Project" -->
<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>CONSENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM </FONT></H1>

<!-- MARKER FORMAT-SHEET="Para Flush (Regular) Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>We consent to the incorporation by
reference in this Registration Statement of Tower Automotive, Inc. (the Company) on Form
S-8 of our reports dated March 4, 2004, included in the Company&#146;s Annual Report on
Form 10-K for the year ended December 31, 2003.<B> </B>Our report on the 2003 and 2002
consolidated financial statements expresses an unqualified opinion and includes
explanatory paragraphs relating to: (i) the change in the Company&#146;s method of
accounting for certain variable interest entities and the change in the Company&#146;s
method of accounting for goodwill and (ii) the application of procedures relating to
certain disclosures of financial statement amounts related to the 2001 consolidated
financial statements that were audited by other auditors who have ceased operations and
for which we have expressed no opinion or other form of assurance other than with respect
to such disclosures. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Center-TNR" FSL="Project" -->
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>/s/ Deloitte &amp;
Touche LLP </FONT></P>


<!-- MARKER FORMAT-SHEET="Head Major Left Bold-TNR" FSL="Default" -->
<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Detroit, MI<BR>September 21,
2004 </FONT></H1>

<HR SIZE=3 NOSHADE><p Style='page-break-before:always'>

<!-- MARKER FORMAT-SHEET="Para Center-TNR" FSL="Project" -->
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>EXHIBIT 23.2</B> </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Major Center Bold-TNR" FSL="Project" -->
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Independent Auditor&#146;s
Consent  </FONT></H1>

<!-- MARKER FORMAT-SHEET="Para Flush (Regular) Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The Board of Managers <BR>Metalsa, S. de
R.L.: </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush (Regular) Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>We consent to the incorporation by
reference in the registration statements on Form S-8 (No. 333-&nbsp;&nbsp;&nbsp;&nbsp;) of
Tower Automotive, Inc. of our report dated January 24, 2004, with respect to the
consolidated balance sheets of Metalsa, S. de R.L. and subsidiary as of December 31, 2003
and 2002, and the related consolidated statements of earnings, changes in
stockholders&#146; equity, changes in financial position for the years then ended which
report appears in the Form 10-K of Tower Automotive, Inc. for the year ended December 31,
2003. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush (Regular) Lv 0-TNR" FSL="Project" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>KPMG C&aacute;rdenas Dosal, S.C. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Left-TNR" FSL="Project" -->
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>/s/ Luis A. Carrero
Rom&aacute;n </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Left-TNR" FSL="Project" -->
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Luis A. Carrero
Rom&aacute;n </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Left-TNR" FSL="Default" -->
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>September 16, 2004<BR>Monterrey,
N.L. Mexico </FONT></P>

</BODY>
</HTML>
[{"type": "S-8", "sequence": "1", "filename": "tower-s8_092104.htm", "secsgml_size_bytes": 103473}]
{"company-data": {"conformed-name": "TOWER AUTOMOTIVE INC", "cik": "0000925548", "assigned-sic": "3460", "irs-number": "411746238", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-119155", "film-number": "041039593"}, "business-address": {"street1": "5211 CASCADE ROAD, SE", "street2": "SUITE 300", "city": "GRAND RAPIDS", "state": "MI", "zip": "49546", "phone": "(616) 802-1600"}, "mail-address": {"street1": "5211 CASCADE ROAD, SE", "street2": "SUITE 300", "city": "GRAND RAPIDS", "state": "MI", "zip": "49546"}}
Tower Automotive, Inc. Form S-8
As filed with the Securities and
Exchange Commission on September 21, 2004 — Registration No. 333-__________
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF
1933
TOWER AUTOMOTIVE, INC.
(Exact Name of
Registrant as Specified in Its Charter)
Delaware
(State or other jurisdiction of
Incorporation or Organization)
41-1746238
(I.R.S. Employer Identification No.)
27175 Haggerty Road,
Novi, Michigan 48377
(Address of Principal
Executive Offices) (Zip Code)
Tower Automotive, Inc.
Second Amended and Restated
Colleague Stock
Discount Purchase Plan
(Full Title of the Plan)
James A. Mallak, Chief
Financial Officer, 27175 Haggerty Road, Novi, Michigan 48377, (248) 675-6000
(Name, Address, and Telephone Number of Agent For Service, Including Area Code)
Copies of
Communications to:
Michael G. Wooldridge
Varnum, Riddering,
Schmidt & Howlett LLP
333 Bridge Street, N.W.,
P.O. Box 352
Grand Rapids, Michigan
49501-0352
(616) 336-6000
CALCULATION OF
REGISTRATION FEE
Title of Each Class
of Securities to be
Registered
Amount to be
Registered
Proposed
Maximum
Offering Price
Per Share(3)
Proposed
Maximum
Aggregate
Offering Price(3)
Amount of
Registration
Fee
Common Stock
800,000 shares
(1)(2)
$2.70
$2,160,000
$274
(1)
Represents 800,000 additional shares of Common Stock authorized for issuance
          under the Tower Automotive, Inc. Second Amended and Restated Colleague Stock
          Discount Purchase Plan. This Registration Statement also covers such
          indeterminable additional number of shares as may be issuable under the Tower
          Automotive, Inc. Second Amended and Restated Colleague Stock Discount Purchase
          Plan by reason of adjustments to the number of shares covered thereby as
          described in their respective Prospectuses.
(2)
1,000,000 shares of Common Stock were previously registered on the Form S-8
          (Registration Statement No. 333-91578) filed on April 25, 1995.
(3)
For the purpose of computing the registration fee only, the price shown is based
          upon the price of $2.70 per share, the average of the high and low sales prices
          for the Common Stock of Tower Automotive, Inc. on the New York Stock Exchange on
          September 20, 2004, in accordance with Rule 457(h).
Pursuant to Rule 416(a) of the
General Rules and Regulations under the Securities Act of 1933, this Registration
Statement shall cover such additional securities as may be offered or issued to prevent
dilution resulting from stock splits, stock dividends or similar transactions.
PART I
INFORMATION REQUIRED
IN THE SECTION 10(a) PROSPECTUS
Information required by Part I to be
contained in the Section 10(a) Prospectus is omitted from this Registration Statement in
accordance with Rule 428 under the Securities Act of 1933, as amended, and the Note to
Part I of Form S-8.
PART II
INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents
by Reference
The Corporation hereby incorporates
by reference in this Registration Statement the following documents filed by the
Corporation with the Securities and Exchange Commission:
(a)
The Corporation's latest Annual Report on Form 10-K filed pursuant to
          Section 13(a) of the Securities Exchange Act of 1934;
(b)
All other reports or documents filed by the Corporation pursuant to Section
          13(a) or 15(d) of the Securities Exchange Act of 1934, since the end of the
          fiscal year covered by the Annual Report on Form 10-K referenced to in (a)
          above; and
(c)
The description of the Corporation's Common Stock is contained in the
          Corporation's Registration Statement filed pursuant to Section 12 of the
          Exchange Act and is incorporated in this Registration Statement by reference,
          including any subsequent amendments or reports filed for the purpose of updating
          such description.
All other documents subsequently
filed by the Corporation pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be part of
this Registration Statement from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference in this
Registration Statement shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained in this Registration
Statement or in any other subsequently filed document which also is incorporated or deemed
to be incorporated by reference in this Registration Statement modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed, except as
modified or superseded, to constitute a part of this Registration Statement.
Item 4. Description of
Securities
Not Applicable.
Item 5. Interests of
Named Experts and Counsel
Not applicable.
Item 6. Indemnification
of Directors and Officers
2
The Registrant is incorporated under
the laws of the State of Delaware. Section 145 of the General Corporation Law of the State
of Delaware (the "Delaware Statute") which provides that a Delaware corporation
may indemnify any persons who are, or are threatened to be made, parties to any
threatened, pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (a "proceeding"), other than an action by or in
the right of such corporation, by reason of the fact that such person is or was an
officer, director, employee or agent of such corporation, or is or was serving at the
request of such corporation as a director, officer, employee or agent of another
corporation or enterprise (an "indemnified capacity"). The indemnity may include
expenses, including attorneys' fees, judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action, suit or
proceeding, provided such person acted in good faith and in a manner he reasonably
believed to be in or not opposed to the corporation's best interests and, with
respect to any criminal action or proceeding, had no reasonable cause to believe that his
conduct was illegal. Similar provisions apply to actions brought by or in the right of the
corporation, except that no indemnification shall be made without judicial approval if the
officer or director is adjudged to be liable to the corporation. Where an officer or
director is successful on the merits or otherwise in the defense of any action referred to
above, the corporation must indemnify him against the expenses which such officer or
director has actually and reasonably incurred. Section 145 of the Delaware Statute further
authorizes a corporation to purchase and maintain insurance on behalf of any indemnified
person against any liability asserted against him and incurred by him in any indemnified
capacity, or arising out of his status as such, regardless of whether the corporation
would otherwise have the power to indemnify him under the Delaware Statute.
The certificate of incorporation of
the Registrant provides that each person who was or is made a party or is threatened to be
made a party to or is otherwise involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he or she is or was
a director or officer of the Registrant or is or was serving at the request of the
Registrant as a director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust or other enterprise, including service with respect to
an employee benefit plan, whether the basis of such proceeding is alleged action in an
official capacity as a director, officer, employee or agent or in any other capacity while
serving as a director, officer, employee or agent, shall be indemnified and held harmless
by the Registrant to the fullest extent authorized by the Delaware Statute, as the same
exists or may thereafter be amended (but, in the case of any such amendment, only to the
extent that such amendment permits the Registrant to provide broader indemnification
rights than permitted prior thereto), against all expense, liability and loss (including
attorney's fees, judgments, fines, ERISA excise taxes or penalties and amounts paid
in settlement) reasonably incurred or suffered by such indemnitee in connection therewith
and such indemnification shall continue as to an indemnitee who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
indemnitee's heirs, executors and administrators; provided, however, that except as
otherwise provided in the certificate of incorporation, with respect to proceedings to
enforce rights to indemnification, the Registrant shall indemnify any such indemnitee in
connection with a proceeding (or part thereof) initiated by such indemnitee only if such
proceeding (or part thereof) was authorized by the board of directors of the Registrant.
The right to indemnification conferred in the certificate of incorporation is a contract
right and includes the right to be paid by the Registrant the expenses incurred in
defending any such proceeding in advance of its final disposition; provided, however,
that, if the Delaware Statute requires, an advancement of expenses incurred by an
indemnitee in his or her capacity as a director or officer (and not in any other capacity
in which service was or is rendered by such indemnitee, including, without limitation,
service to an employee benefit plan) shall be made only upon delivery to the Registrant of
an undertaking, by or on behalf of such indemnitee, to repay all amounts so advanced if it
shall ultimately be determined by final judicial decision from which there is no further
right to appeal that such indemnitee is not entitled to be indemnified for such expenses.
If a claim under the certificate of incorporation is not paid in full by the Registrant
within sixty days after a written claim has been received by the Registrant, except in the
case of a claim for an advancement of expenses, in which case the applicable period shall
be twenty days, the indemnitee may at any time thereafter bring suit against the
Registrant to recover the unpaid amount of the claim.
The certificate of incorporation of
the Registrant provides that, to the fullest extent permitted by the Delaware Statute, no
director of the corporation shall be liable to the corporation or its stockholders for
monetary damages for a breach of fiduciary duty as a director.
3
The
Registrant's Bylaws provide for indemnification of its directors and officers to the
fullest extent permitted by applicable law. The Registrant maintains directors' and
officers' liability insurance against any actual or alleged error, misstatement,
misleading statement, act, omission, neglect or breach of duty by any director or officer,
excluding certain matters including fraudulent, dishonest or criminal acts or
self-dealing.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers or persons controlling the Registrant pursuant to the
foregoing provisions, or otherwise, we have been informed that in the opinion of the
commission such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable.
Item 7. Exemption from
Registration Claimed
Not applicable.
Item 8. Exhibits
Reference is made to the Exhibit
Index which appears on Page 7.
Item 9. Undertakings
(a)    
          The undersigned registrant hereby undertakes:
(1)       
          To file, during any period in which offers or sales are being made, a
          post-effective amendment to this Registration Statement:
(i)       
               To include any prospectus required by Section 10(a)(3) of the Securities Act of
               1933;
(ii)       
               To reflect in the prospectus any facts or events arising after the effective
               date of the Registration Statement (or the most recent post-effective amendment
               thereof) which, individually or in the aggregate, represents a fundamental
               change in the information set forth in the Registration Statement; and
(iii)       
               To include any material information with respect to the plan of distribution not
               previously disclosed in the Registration Statement or any material change to
               such information in the Registration Statement;
provided, however
, that
paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if information required to be included in
a post-effective amendment by those paragraphs is contained in periodic reports filed by
the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the Registration Statement.
(2)       
          That, for the purpose of determining any liability under the Securities Act of
          1933, each such post-effective amendment shall be deemed to be a new
          registration statement relating to the securities offered therein, and the
          offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
(3)       
          To remove from registration by means of a post-effective amendment any of the
          securities being registered which remain unsold at the termination of the
          offering.
(b)    
          The undersigned registrant hereby undertakes that, for purposes of determining
          any liability under the Securities Act of 1933, each filing of the
          registrant's annual report pursuant to Section 13(a) or Section 15(d) of
          the Securities Exchange Act of 1934 (and, where applicable, each filing of an
          employee benefit plan's annual report pursuant to Section 15(d) of the
          Securities Exchange Act of 1934) that is incorporated by reference in the
          Registration Statement shall be deemed to be a new registration statement
          relating to the securities offered therein, and the offering of such securities
          at that time shall be deemed to be the initial
bona fide
offering
          thereof.
4
(c)    
          Insofar as indemnification for liabilities arising under the Securities Act of
          1933 may be permitted to directors, officers, and controlling persons of the
          registrant pursuant to the foregoing provisions, or otherwise, the Registrant
          has been advised that in the opinion of the Securities and Exchange Commission
          such indemnification is against public policy as expressed in the Act and is,
          therefore, unenforceable. In the event that a claim for indemnification against
          such liabilities (other than the payment by the registrant of expenses incurred
          or paid by a director, officer or controlling person of the Registrant in the
          successful defense of any action, suit or proceeding) is asserted by such
          director, officer or controlling person in connection with the securities being
          registered, the registrant will, unless in the opinion of its counsel the matter
          has been settled by controlling precedent, submit to a court of appropriate
          jurisdiction the question whether such indemnification by it is against public
          policy as expressed in the Act and will be governed by the final adjudication of
          such issue.
5
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing on Form S-8
and has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Novi, State of Michigan, on the
17th day of September, 2004.
TOWER AUTOMOTIVE, INC.
By: /s/ Kathleen Ligocki
——————————————
Kathleen Ligocki, President and Chief Executive Officer
POWER OF ATTORNEY
KNOW
ALL MEN BY THESE PRESENTS,
that each person whose signature appears below constitutes
and appoints Kathleen Ligocki and James A. Mallak, and each of them, his or her true and
lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for
him or her and in his or her name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration Statement
and to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission and any other regulatory authority,
granting unto said attorney-in-fact and agent, full power and authority to do and perform
each and every act and thing required and necessary to be done in and about the premises,
as fully to all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or his or her
substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement has been
signed below on September 17, 2004, by the following persons in the capacities indicated.
/s/ Kathleen Ligocki
——————————————
Kathleen Ligocki, Director, President, and Chief
Executive Officer (Principal Executive Officer)
/s/ James A. Mallak
——————————————
James A. Mallak, Chief Financial Officer (Principal
Financial and Accounting Officer)
/s/ Christopher Hatto
——————————————
Christopher Hatto, Principal Accounting Officer
/s/ S. A. Johnson
——————————————
S. A. Johnson, Director, Chairman of the Board
of Directors
/s/ Anthony G. Fernandes
——————————————
Anthony G. Fernandes, Director
/s/ Dr. Juergen M. Geissinger
——————————————
Dr. Juergen M. Geissinger, Director
/s/ Ali Jenab
——————————————
Ali Jenab, Director
/s/ F. Joseph Loughrey
——————————————
F. Joseph Loughrey, Director
——————————————
James R. Lozelle, Director
/s/ Georgia Nelson
——————————————
Georgia Nelson, Director
6
EXHIBIT INDEX
Exhibit
Number Description of
Document
3.1
Amended
and Restated Certificate of Incorporation of the Registrant, as amended by the
Certificate of Amendment to Certificate of Incorporation, dated June 2, 1997,
incorporated by reference to the Registrant's Form S-3 Registration Statement
(Registration No. 333-38827), filed under the Securities  Act of 1933
3.2
Amended
and  Restated  Bylaws of the  Registrant,  incorporated  by  reference  to Exhibit 3.2 of
         Registrant's  Form S-1  Registration  Statement  (Registration  No.  333-80320),
 filed under the          Securities Act of 1933
4.1
Tower
Automotive, Inc. Second Amended and Restated Colleague Stock Discount Purchase Plan
5.1
Opinion
 of  Varnum,  Riddering,  Schmidt &  Howlett  LLP with  respect  to the  legality  of
the          securities being registered
23.1
Consent
of Deloitte & Touche LLP
23.2
Consent
of KPMG Cárdenas Dosal, S.C.
23.3
Consent
of Varnum, Riddering, Schmidt & Howlett LLP (included in opinion filed as Exhibit 5.1)
24.1
Power
of Attorney - included on page 6 hereof
7
EXHIBIT 4.1
TOWER AUTOMOTIVE, INC.
SECOND AMENDED AND
RESTATED
COLLEAGUE STOCK
DISCOUNT PURCHASE PLAN
(Through May 20, 2004)
RECITALS
In
an effort to simplify the administrative burden in overseeing the Amended and Restated
Colleague Stock Discount Purchase Plan's operation, management has prepared this
Second Amended and Restated Colleague Stock Discount Purchase Plan, incorporating all of
the previous amendments to the Amended and Restated Colleague Stock Discount Purchase Plan
through May 20, 2004, as approved by the Board of Directors.
PLAN
ARTICLE 1
Identification of the
Plan
1.1
Title
. This plan, as may from time to time be amended, shall be known as the Tower
Automotive, Inc. Second Amended and Restated Colleague Stock Discount Purchase Plan (the
"
Plan"
). The Plan is maintained by Tower Automotive, Inc. (the
"
Company
") and any of its domestic or Canadian subsidiaries that may
adopt the Plan from time to time in accordance with the procedures set forth in Section
6.2 hereof with the Company's consent (each such adopting subsidiary shall be
referred to herein as a "
Covered Entity
").
1.2
Purpose
. The purpose of the Plan is to provide employees who wish to purchase, at a
discount, shares of the Company's Common Stock, par value $.01 per share
("
Shares
"), a convenient and economical method of doing so. The Company
believes that employee ownership of Shares will foster greater employee interest in the
Company's growth and development and will be to the mutual benefit of both the
employees and the Company.
1.3
Effective Date
.  The Plan has been effective since August 18, 1994.
1.4
Defined  Terms
.  Certain  capitalized  terms used herein and not otherwise  defined
 herein shall have the meanings given to such terms in Section 6.3 hereof.
ARTICLE 2
Administration of the
Plan
2.1
Committee's  Powers
.  The Plan shall be  administered by a committee (the
 "
Committee
")  composed of persons appointed by the Board in accordance with the
provisions of Section 2.2.  The Committee shall have full power and authority to:
(a)       
               prescribe, amend and rescind rules and procedures governing the administration
               of the Plan, including, without limitation, any rules or regulations which may
               be necessary, advisable or desirable to govern the participation of officers in
               the Plan in order to exempt transactions under the Plan from Section 16(b) of
               the Exchange Act pursuant to Rule 16(b) under the Exchange Act;
(b)       
               to interpret the provisions of the Plan and the rules and procedures established
               by the Committee;
(c)       
               to determine the requirements imposed by or rights of any person under the Plan
               or any rule or procedure established by the Committee;
(d)       
               to determine the eligibility of employees to participate in the Plan in
               accordance with the standards set forth in Section 4.3 hereof;
(e)       
               to delegate certain of the duties of the Committee to one or more agents to
               facilitate the purchase and transfer of Shares and to otherwise assist in the
               administration of the Plan; and
(f)       
               to adjust the Maximum Annual Amount, as that term is defined in Section 4.8 of
               this Plan.
Each action of the Committee which is
within the scope of the authority delegated to the Committee by the Plan or by the Board
shall be binding on all persons.
2.2
Committee Membership
. The Committee shall be composed of no fewer than two
non-management members of the Board. The Board shall have the power to determine the
number of members which the Committee shall have and to change the number of membership
positions on the Committee from time to time. The Board shall appoint all members of the
Committee. The Board may from time to time appoint members to the Committee in
substitution for, or in addition to, members previously appointed and may fill vacancies,
however caused, on the Committee. Any member of the Committee may be removed from the
Committee by the Board at any time with or without cause. If at any time no Committee has
been constituted by the Board to administer the Plan, then the entire Board shall have all
authority and duties delegated to the Committee under the Plan.
2.3
Committee Procedures
. The Committee shall hold its meetings at such times and
places as it may determine. The Committee may make such rules and regulations for the
conduct of its business as it shall deem advisable. Unless the Board or the Committee
shall expressly decide to the contrary, a majority of the members of the Committee shall
constitute a quorum and any action taken by a majority of the Committee members in
attendance at a meeting at which a quorum of Committee members are present shall be deemed
an act of the Committee.
2.4
Indemnification
. No member of the Committee shall be liable, in the absence of bad
faith, for any act or omission with respect to his or her service on the Committee under
the Plan. Service on the Committee shall constitute service as a director of the Company
so that the members of the Committee shall be entitled to indemnification and
reimbursement as directors of the Company for any action or any failure to act in
connection with service on the Committee to the fullest extent provided for at any time in
the Company's Certificate of Incorporation and Bylaws, or in any insurance policy or
other agreement intended for the benefit of the Company's directors.
ARTICLE 3
Shares Reserved for the
Plan
There
shall be reserved for issuance and purchase by employees under the Plan an aggregate of
1,800,000 Shares, subject to adjustment as provided in Section 4.11 hereof. Shares subject
to the Plan may be shares now or hereafter authorized and unissued or shares already
authorized, issued and owned by the Company. The right to purchase shares pursuant to the
Plan shall be made available by a series of quarterly offerings to employees eligible to
participate in the Plan pursuant to Section 4.3 hereof. If and to the extent that any
right to purchase Shares under the Plan is not exercised by any employee for any reason or
if such right to purchase terminates as provided herein, Shares that have not been so
purchased under the Plan shall again become available for the purposes of the Plan during
the remaining term of the Plan.
ARTICLE 4
Operation
of the Plan
4.1
The Plan Year
. The Plan shall operate on a fiscal year beginning on the first day
of January in each year and ending on the 31st day of December of such year. Each such
fiscal year is referred to herein as a "
Plan Year
."
4.2
Plan Quarters
. Each Plan Year shall be divided into four quarters ending on March
31, June 30, September 30 and December 31, respectively, of such Plan Year. Each such
quarter is referred to herein as a
"Plan Quarter
."
4.3
Eligibility
. Any employee of the Company or a Covered Entity shall be eligible to
participate in the Plan on the first day of any Plan Quarter immediately following the
first day of such employee's employment with the Company or such Covered Entity. An
employee's eligibility to participate in the Plan shall terminate if such employee
(i) does not regularly work for the Company or such Covered Entity at least five (5)
months during the calendar year, (ii) does not work an average of twenty (20) hours or
more per week during such period worked, or (iii) would own, immediately after the
exercise of any right granted hereunder, Shares possessing five percent (5%) or more of
the total combined voting power or value of all classes of capital stock of the Company.
In determine whether the stock ownership of an employee equals or exceeds this 5% limit,
the rules of Code Section 424(d) shall apply, and stock which the employee may purchase
under outstanding options (whether or not such options qualify for the tax treatment
afforded by Code Section 421(a)) shall be treated as stock owned by the employee. The
Committee shall determine which employees are eligible to participate in the Plan in
accordance with the standards set forth in this Section. If the Committee determines that
applicable state law prohibits or restricts an otherwise eligible employee from purchasing
Shares because such employee has not reached the age of majority, then that employee shall
not be eligible to participate in the Plan unless such employee establishes a custody
arrangement for the Shares that is satisfactory to the Committee.
4.4
Election to Participate; Payroll Deductions
.
(a)       
               An eligible employee may elect to participate in the Plan as of the first day of
               any Plan Quarter by correctly completing and returning to the Company an
               enrollment form authorizing the Company or the Covered Entity to deduct a
               specified amount from each of such employee's subsequent paychecks (each a
               "
Payroll Deduction
") for the purchase of Shares under the Plan.
               All Payroll Deductions shall be made regularly and in equal amounts and shall be
               credited to such employee's Cash Account. Such credit shall constitute only
               a bookkeeping entry by the Company and no interest shall become due or payable
               on any amount contributed by or credited to any such employee pursuant to the
               Plan. Employees who elect to participate in the Plan are referred to herein as
               "
Participants
."
(b)       
               The minimum allowable Payroll Deduction shall be Ten Dollars ($10) per week.
(c)       
               Each Participant shall be deemed to have authorized the same Payroll Deduction
               for each subsequent payroll period provided that such Participant is eligible to
               participate during each such payroll period. A Participant may increase or
               decrease his or her Payroll Deduction as of the first day of any Plan Quarter by
               filing the appropriate form, in the time and manner prescribed by the Committee.
(d)       
               If a person ceases to be a Participant, or if for any reason the Company does
               not use the entire balance in a Participant's Cash Account to purchase
               Shares, then such unused balance shall be returned to such person.
4.5
Accounting for Participant Contributions
. The Committee shall cause to be
established for bookkeeping purposes a "
Cash Account
" and a
"
Share Account
" for each Participant. As soon as practicable on or after
the last day of each Plan Quarter, but in no event later than the fifteenth day of the
month immediately following the end of such Plan Quarter, the Committee shall credit each
Participant's Cash Account with such Participant's Payroll Deductions during the
Plan Quarter ("
Contributions
"). The date of crediting of such
Contributions is referred to herein as the "
Contribution Crediting Date
."
The Company shall not be required to pay or accrue interest on the cash balances in any
such Cash Account or on the value of any Shares in such Share Account.
4.6
Share Purchases
. Subject to Section 4.8 hereof, within fifteen (15) working days
following each Contribution Crediting Date the Committee shall use the aggregate balance
of funds in all Participants' Cash Accounts to Purchase Shares, which Shares shall
then be allocated to such Participants' Share Accounts pursuant to Section 4.7. The
Purchase Price per Share to each Participant shall be 85% of the lower of (i) the closing
price per Share on the New York Stock Exchange ("NYSE") on the first day of the
Plan Quarter to which such purchase relates, or (ii) the closing price per Share on the
NYSE on the last day of the Plan Quarter to which such purchase relates; provided that if
the first or last day of the Plan Quarter is a day on which the NYSE is closed, the price
for such day shall be determined as of the last preceding day on which the NYSE is open.
4.7
Allocation of Shares
. Subject to Section 4.8 hereof, as soon as practicable after
all necessary Shares have been purchased pursuant to Section 4.6, the Committee shall
allocate such Shares to Participants' Share Accounts (the date of such allocation to
be referred to herein as the "
Share Allocation Date
") in the following
manner:
(a)       
               The Company shall allocate full Shares and fractional Shares to the Share
               Account of each Participant to the extent of the balance in such
               Participant's Cash Account on the immediately preceding Contribution
               Crediting Date. Such Cash Account shall be charged with the cost to such
               Participant of all Shares so allocated, so that no cash balance shall remain in
               such Cash Account immediately following each Share Allocation Date.
(b)       
               Until certificates for such Shares are issued, no person shall have any right to
               sell, assign, mortgage, pledge, hypothecate or otherwise encumber any of such
               Shares.
4.8
Plan Contribution Limitations
. No right to purchase Shares under the Plan shall
permit a Participant to purchase Shares which, together with any stock of the Company
purchased by such Participant under any other employee stock purchase plans (as defined in
Section 423 of the Code), would have a fair market value (determined at the time such
right is granted) in excess of $12,000 for any calendar year in which such right is
outstanding at any time (the "Maximum Annual Amount").
4.9
Issuance of Share Certificates
. Stock certificates for any of the whole Shares in a
Participant's Share Account may be issued to such Participant only upon receipt by
the Committee (or its agent) of such Participant's written request, which request
shall indicate the number of Shares (up to a maximum of the number of full Shares in such
Participant's Share Account) for which the Participant wishes to receive stock
certificates. In addition, stock certificates for any of the whole Shares allocated to a
Participant's Share Account on or after January 1, 1997, will be issued to such
Participant only if the Participant has held the Shares for a minimum of two years from
the Share Allocation Date for such Shares, unless such certificate is being issued upon
termination of employment as provided in Section 4.14. In each case, such request shall be
made on a form at the time prescribed by the Committee and shall be filed with the
Committee (or its agent). The appropriate Share certificates shall be issued to such
Participant as soon as practicable after the end of the Plan Quarter is which a qualifying
request is timely made.
4.10
Expenses
. The Company or the Covered Entity, as applicable, shall bear all costs
associated with the administration of the Plan and the purchase of Shares. No expenses
attributable to a Participant's sale of Shares, however, shall be borne by the
Company or the Covered Entity.
4.11
Cash Dividends, Share Splits and Distributions
.
(a)
Cash Dividends
. Any cash dividends attributable to Shares allocated to a
               Participant's Share Account as of the record date for which such cash
               dividends are declared shall be credited to such Participant's Cash Account
               as of the dividend payment date and shall be applied to Share purchases and
               allocations on the next Share Allocation Date in accordance with Sections 4.6
               and 4.7 hereof.
(b)
Share Distributions and Share Splits
. Any Share distributions and Share
               splits attributable to Shares allocated to a Participant's Share Account as
               of the Share distribution record date or the Share split effective date shall be
               credited directly to such Participant's Share Account as of the record date
               and the effective date, respectively, of such Share distributions and such Share
               splits.
(c)
Share Rights and Warrants
. The Company may, from time to time and in the
               exercise of its sole discretion, declare rights or warrants with respect to
               Shares. Following and as of the record date for determining those shareholders
               of record entitled to receive rights or warrants with respect to their Shares,
               the Company shall issue and the Committee shall allocate such rights or warrants
               directly to the appropriate Participants as though the Shares allocated to the
               Share Account of each such Participant were held of record by such Participant.
               Certificates representing such rights or warrants, if any such certificates have
               been authorized by the Board, may be issued to each such Participant pursuant to
               the procedures set forth in Section 4.9 hereof.
(d)
Changes in Common Stock
. In the event of a reorganization,
               recapitalization, stock split, merger, consolidation or other event causing an
               increase or change in the common stock of the Company, the Committee may make
               appropriate changes in the number and type of Shares that at the time of such
               event remain available for purchase under the Plan.
4.12
Voting Rights
. Holders of Shares under the Plan shall have the same rights to vote
on matters affecting the Company as do other shareholders of the Company. If any such
matter is submitted to the shareholders for a vote, then following the record date for any
shareholder meeting at which such vote is to occur the Committee shall advise the Company
of the number of Participants for whom Shares are held in Share Accounts on such record
date, and the Company shall furnish the Committee (or its agent) with sufficient sets of
proxy soliciting materials for one set to be delivered to each such Participant. The
Committee shall forward one such set to each Participant for whom allocated Shares are
being held, and shall request voting instructions from each such Participant. Upon receipt
of such voting instructions, the Committee shall vote each Participant's Shares as
instructed. If no voting instructions are received from a Participant, the Committee shall
not vote any Share allocated to such Participant's Share Account.
4.13
Records and Reports to Participants
.
(a)       
               The Committee shall cause to be maintained true and accurate books of account
               and records of all transactions under the Plan, and such books and records shall
               be open to inspection and audit by such person or persons as the Company may
               designate. On or before March 31 of each year, the Committee shall file with the
               Company's Treasurer a written report setting forth all receipts,
               disbursements and other transactions effected on behalf of the Plan during the
               preceding Plan Year, including a description of all Shares purchased and the
               cost of all such Shares. Such report shall also disclose any liabilities of the
               Plan and shall show, as of the close of such Plan Year, the values of each
               Participant's Cash Account and Share Account together with the record of
               Share certificates delivered to each such Participant during such Plan Year. The
               Committee shall have the right to maintain one or more bank accounts for
               Contributions, and to make deposits in and withdrawals therefrom in connection
               with the Plan's administration.
(b)       
               An annual report shall be provided to each Participant within 90 days after the
               close of each Plan Year, showing for the Plan Year just ended:
(i)         the
aggregate amount of such Participant's Payroll Deductions;
(ii)       
               the aggregate amount of cash dividends credited to such Participant's Cash
               Account;
(iii)      
               the number of Shares acquired for such Participant's Share Account
               (including the amounts of Share distributions or Share splits so allocated or
               credited);
(iv)      
               the average cost per Share of Shares purchased for such Participant;
(v)       
               the number of Shares, if any, for which certificates were delivered to such
               Participant; and
(vi)      
               the beginning and ending balances in such Participant's Share Account and
               Cash Account.
4.14
Termination of Employment
. Settlement of the Cash Account and Share Account of any
Participant whose employment has terminated shall be made as of the beginning of the Plan
Quarter following the Plan Quarter in which such termination occurred.
(a)       
               As soon as practicable after the close of the Plan Quarter in which such
               termination occurred, the Committee shall deliver to such former Participant a
               certificate for the number of full Shares allocated to such former
               Participant's Share Account and not previously distributed, together with a
               check for the sum of (i) any remaining cash balance in such former
               Participant's Cash Account and (ii) the value of any fractional Shares
               allocated to such former Participant's Share Account.
(b)       
               In the event of a Participant's death, settlement shall be made to such
               Participant's designated beneficiary, if any. If no beneficiary has been
               designated, or if such beneficiary does not survive such Participant, settlement
               shall be made to such Participant's duly appointed legal representative
               after the satisfaction of any applicable legal requirements.
4.15
Holding Period
. As a condition to participation in the Plan, each Participant
agrees with respect to Shares allocated to such Participant's Share Account on or
after January 1, 1997, not to sell or otherwise dispose of such Shares for a period of two
consecutive years following the Share Allocation Date for such Shares without the prior
written consent of the Committee, unless the sale or disposition is pursuant to a
termination of employment as provided in Section 4.14.
ARTICLE 5
Amendment and
Termination of the Plan
5.1
Amendment
. Subject to the provisions of Section 423 of the Code and Rule 16b-3
under the Exchange Act, the Board shall have complete power and authority to amend the
Plan at any time and in any respect, and no approval by the Company's stockholders or
by any other person, committee or other entity of any kind shall be required to make
effective any amendment approved by the Board; provided, however, that no amendment may
affect any Participant's right to the benefit of Contributions made by such
Participant prior to the date of such amendment.
5.2
Termination
. The Board reserves the right to terminate the Plan at the end of any
Plan Quarter. In the event the Plan is so terminated, the Committee shall purchase and
allocate Shares as provided in Sections 4.6 and 4.7. As soon as practicable after such
termination and allocation, the Committee shall distribute to each Participant (or such
Participant's designated beneficiary or duly appointed legal representative pursuant
to Section 4.14(b) hereof) all of the Shares held in such Participant's Share Account
plus an amount of cash equal to the balance in such Participant's Cash Account.
ARTICLE 6
Miscellaneous
6.1
Limitation on Sale of Shares
. No Shares shall be sold under the Plan to any
employee residing or employed in any jurisdiction where the sale of such Shares is not
permitted under applicable law.
6.2
Adoption by Subsidiaries
. Any domestic or Canadian subsidiary of the Company may
adopt the Plan on behalf of its employees either unilaterally or by collective bargaining
by filing with the Company (i) a certified copy of a resolution of the board of directors
(or other appropriate authorization satisfactory to the Secretary of the Company) of such
subsidiary providing for such subsidiary's adoption of the Plan and (ii) a certified
copy of a resolution of the Board of the Company consenting to such adoption.
6.3
Definitions
. Each term defined in this Section 6.3 has the meaning indicated in
this Section 6.3 whenever such term is used in the Plan:
"Board"
means the Board of Directors of the Company as constituted at the time the term is
applied.
"Cash
Account" has the meaning such term is given in Section 4.5 hereof.
"Code"
means the Internal Revenue Code of 1986, as amended.
"Committee"
has the meaning such term is given in Section 2.1 hereof.
"Common
Stock" means the issued or issuable Common Stock, par value $.01 per share, of the
Company.
"Company"
has the meaning such term is given in Section 1.1 hereof.
"Contributions"
has the meaning such term is given in Section 4.5 hereof.
"Contribution
Crediting Date" has the meaning such term is given in Section 4.5 hereof.
"Covered
Entity" has the meaning such term is given in Section 1.1 hereof
"Exchange
Act" means the Securities Exchange Act of 1934, as amended.
"Maximum
Annual Amount" has the meaning such term is given in Section 4.8 hereof.
"Participant"
has the meaning such term is given in Section 4.4(a) hereof.
"Payroll
Deduction" has the meaning such term is given in Section 4.4(a) hereof.
"Plan"
has the meaning such term is given in Section 1.1 hereof.
"Plan
Quarter" has the meaning such term is given in Section 4.2 hereof.
"Plan Year"
has the meaning such term is given in Section 4.1 hereof.
"Securities
Act" at any given time shall consist of: (i) the Securities Act of 1933 as
constituted at such time; (ii) any other law or laws promulgated prior to such time by the
United States Government which are in effect at such time and which regulate or govern any
matters at any time regulated or governed by the Securities Act of 1933; (iii) all
regulations, rules, registration forms and other governmental pronouncements issued under
the laws specified in clauses (i) and (ii) of this sentence which are in effect at such
time; and (iv) all interpretations by any governmental agency or authority of the items
specified in clause (i), (ii) or (iii) of this sentence which are in effect at such time.
Whenever any provision of the Plan requires that any action be taken in compliance with
any provision of the Securities Act, such provision shall be deemed to require compliance
with the Securities Act as constituted at the time such action takes place.
"Share"
has the meaning such term is given in Section 1.2 hereof.
"Share
Account" has the meaning such term is given in Section 4.5 hereof.
"Share Allocation
Date" has the meaning such term is given in Section 4.7 hereof.
6.4
Headings
. Section headings used in the Plan are for convenience only, do not
constitute a part of the Plan and shall not be deemed to limit, characterize or affect in
any way any provision of the Plan. All provisions in the Plan shall be construed as if no
headings had been used in the Plan.
6.5
Severability
. Whenever possible, each provision in the Plan shall be interpreted in
such mariner as to be effective and valid under applicable law, but if any provision of
the Plan is held to be prohibited by or invalid under applicable law, then (i) such
provision shall be deemed amended to accomplish the objectives of the provision as
originally written to the fullest extent permitted by law and (ii) all other provisions of
the Plan shall remain in full force and effect.
6.6
No Strict Construction
. No rule of strict construction shall be applied against the
Company, the Committee or any other person in the interpretation of any term of the Plan
or any rule or procedure established by the Committee.
6.7
Governing Law
. All issues and questions concerning the construction, validity,
enforcement and interpretation of the Plan shall be governed by, and construed in
accordance with, the laws of the State of Delaware, without giving effect to any choice of
law or conflict of law rules or provisions (whether of the State of Delaware or any other
jurisdiction) that would cause the application of the laws of any jurisdiction other than
the State of Delaware.
EXHIBIT 5.1
September 21, 2004
Tower Automotive, Inc.
27175
Haggerty Road
Novi, Michigan 48377
Re:
Registration
Statement on Form S-8 Relating to the Tower Automotive, Inc. Second Amended and Restated
Colleague Stock Discount Purchase Plan (the "Plan")
Ladies and Gentlemen:
With
respect to the Registration Statement on Form S-8 (the "Registration Statement")
filed by Tower Automotive, Inc., a Delaware corporation (the "Company") with the
Securities and Exchange Commission, for the purpose of registering under the Securities
Act of 1933, as amended, 800,000 shares of the Company's common stock, par value $.01
per share, for issuance pursuant to the Plan, we have examined such documents and
questions of law we consider necessary or appropriate for the purpose of giving this
opinion. On the basis of such evaluation, we advise you that in our opinion the 800,000
shares covered by the Registration Statement, at the prices described in the Registration
Statement, and upon delivery of such shares and payment therefor in accordance with the
terms stated in the Plan and the Registration Statement, will be duly and legally
authorized, issued and outstanding, and will be fully paid and nonassessable.
We
hereby consent to the filing of this opinion as an exhibit to the Registration Statement.
In giving this consent, we do not thereby admit that we are within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933, as amended, or
under the rules and regulations of the Securities and Exchange Commission relating
thereto.
Sincerely,
VARNUM, RIDDERING,
SCHMIDT & HOWLETT LLP
/s/ VARNUM, RIDDERING,
SCHMIDT & HOWLETT LLP
EXHIBIT 23.1
CONSENT OF INDEPENDENT
AUDITORS
CONSENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by
reference in this Registration Statement of Tower Automotive, Inc. (the Company) on Form
S-8 of our reports dated March 4, 2004, included in the Company's Annual Report on
Form 10-K for the year ended December 31, 2003.
Our report on the 2003 and 2002
consolidated financial statements expresses an unqualified opinion and includes
explanatory paragraphs relating to: (i) the change in the Company's method of
accounting for certain variable interest entities and the change in the Company's
method of accounting for goodwill and (ii) the application of procedures relating to
certain disclosures of financial statement amounts related to the 2001 consolidated
financial statements that were audited by other auditors who have ceased operations and
for which we have expressed no opinion or other form of assurance other than with respect
to such disclosures.
/s/ Deloitte &
Touche LLP
Detroit, MI
September 21,
2004
EXHIBIT 23.2
Independent Auditor's
Consent
The Board of Managers
Metalsa, S. de
R.L.:
We consent to the incorporation by
reference in the registration statements on Form S-8 (No. 333-    ) of
Tower Automotive, Inc. of our report dated January 24, 2004, with respect to the
consolidated balance sheets of Metalsa, S. de R.L. and subsidiary as of December 31, 2003
and 2002, and the related consolidated statements of earnings, changes in
stockholders' equity, changes in financial position for the years then ended which
report appears in the Form 10-K of Tower Automotive, Inc. for the year ended December 31,
2003.
KPMG Cárdenas Dosal, S.C.
/s/ Luis A. Carrero
Román
Luis A. Carrero
Román
September 16, 2004
Monterrey,
N.L. Mexico