As filed with the Securities and Exchange Commission on April 27, 2001 -
                                                  Registration No. _____________


                       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                                      41-1746238
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

               5211 Cascade Road, SE, Grand Rapids, Michigan 49546
           (Address of Principal Executive Offices Including Zip Code)

                 Tower Automotive, Inc. Long Term Incentive Plan
                            (Full Title of the Plan)

     Anthony A. Barone, 5211 Cascade Road, SE, Grand Rapids, Michigan 49546
                     (Name and address of agent for service)

                                 (616) 802-1600
          (Telephone number, including area code, of agent for service)

                          Copies of Communications to:
                              Michael G. Wooldridge
                    Varnum, Riddering, Schmidt & Howlett LLP
                         Bridgewater Place, P.O. Box 352
                        Grand Rapids, Michigan 49501-0352
                                 (616) 336-6000
<TABLE>
                                           CALCULATION OF REGISTRATION FEE
====================================================================================================================
                                                            Proposed            Proposed
                                                             Maximum             Maximum             Amount of
    Title of Securities            Amount to be          Offering Price         Aggregate          Registration
     to be Registered               Registered            Per Share (1)     Offering Price(1)           Fee
--------------------------------------------------------------------------------------------------------------------
<S>                            <C>                         <C>               <C>                   <C>
Common Stock
($.001 value)                  3,000,000 shares            $ 9.675           $ 29,025,000          $ 7,256.25
====================================================================================================================
</TABLE>
(1)  For the purpose of computing the  registration fee only, the price shown is
     based upon the price of $9.675 per share,  the  average of the high and low
     sale prices for the Common  Stock of the  Registrant  on the New York Stock
     Exchange on April 20, 2001, in accordance with Rule 457(h).
<PAGE>
                                     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 of the Securities Act of 1933 and the Note to Part I of Form S-8.

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     The following  documents filed with the Securities and Exchange  Commission
(the "Commission") are incorporated herein by reference:

    (a)   The Annual Report on Form 10-K for the  Registrant  for the year ended
          December 31, 2000.
    (b)   All other  reports  filed  pursuant  to Section  13(a) or 15(d) of the
          Securities  Exchange  Act of 1934,  as amended (the  "Exchange  Act"),
          since the end of the fiscal year covered by the Annual  Report on Form
          10-K referred to in (a) above.
    (c)   The  description  of the  Registrant's  common stock  contained in the
          Registrant's  Registration  Statement  on Form 8-A (File No.  1-12733)
          filed  February  11, 1997,  pursuant to Section  12(b) of the Exchange
          Act,  including  any  amendments  or reports  filed for the purpose of
          updating such description.

     All other  reports or  documents  filed by the  Registrant  pursuant to the
requirements  of  Sections  13(a),  13(c),  14 and  15(d) of the  Exchange  Act,
subsequent  to the date hereof and prior to the  termination  of the offering of
the securities  offered hereby shall be deemed to be  incorporated  by reference
herein  and to be a part  hereof  from the date of  filing  of such  reports  or
documents.  Any  statement  contained  in  a  document  incorporated  herein  by
reference  shall be deemed to be modified  or  superseded  for  purposes of this
Registration  Statement to the extent that a statement contained herein modifies
or supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4.  Description of Securities

     The class of securities to be offered is registered under Section 12 of the
Exchange Act.

Item 5.  Interests of Named Experts and Counsel

     Not applicable

Item 6.  Indemnification of Directors and Officers.

     Section  102(b)(7) of the General  Corporation Law of the State of Delaware
permits a Delaware  corporation to limit the personal liability of its directors
in accordance  with the provisions  set forth therein.  The Amended and Restated
Certificate  of  Incorporation  of the  Registrant  provides  that the  personal
liability  of  directors  shall be limited to the fullest  extent  permitted  by
applicable law.

     Section  145 of the  General  Corporation  Law of  the  State  of  Delaware
contains provisions  permitting Delaware  corporations  organized  thereunder to
indemnify directors,  officers,  employees or agents against expenses, including
attorneys' fees,  judgments,  fines and amounts paid in settlement  actually and
reasonably  incurred in  connection  with any  threatened,  pending or completed
action,  suit  or  proceeding,   whether  civil,  criminal,   administrative  or
investigative,  by reason of the fact  that  such  person is or was a  director,
officer,  employee  or agent of the  corporation  provided  that (i) such person
acted in good faith and in a manner he or she  reasonably  believed  to be in or
not  opposed  to the  corporation's  best  interests  and  (ii) in the case of a
criminal  proceeding  such person had no reasonable  cause to believe his or her
conduct was unlawful.  In the case of actions or suits by or in the right of the
corporation, no indemnification

                                      S-2
<PAGE>
shall be made in a case in which  such  person  shall have been  adjudged  to be
liable  to the  corporation  unless  and only to the  extent  that the  Court of
Chancery or the court in which such action or suit was brought  shall  determine
upon application that,  despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably  entitled to
indemnity for such expenses. Indemnification as described above shall be granted
in a specific case only upon a determination  that  indemnification is proper in
the  circumstances  because  such  person  has met the  applicable  standard  of
conduct.  Such determination  shall be made (a) by a majority of a quorum of the
directors who were not a parties to such proceeding, (b) if such a quorum cannot
be obtained or if a quorum of disinterested directors directs so, by independent
legal  counsel  in a  written  option;  (c) by a  committee  of  such  directors
designated by majority vote of such  directors,  even though less than a quorum,
or (c) by the  stockholders  of the  corporation.  The Bylaws of the  Registrant
provide for  indemnification of its directors and officers to the fullest extent
permitted by applicable law.

Item 7.  Exemption from Registration Claimed.

     Not Applicable.

Item 8.  Exhibits.

     Reference is made to the Exhibit Index which appears on page S-7.

Item 9.  Undertakings.

     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;

          (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 (1)(i) and (1)(ii) do not apply if the
     registration  statement  is on  Form  S-3 or Form  S-8 or Form  F-3 and the
     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.

     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 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.

                                      S-3
<PAGE>
     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 by the Act and will be governed by the final adjudication of
such issue.



                                      S-4
<PAGE>
                                   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 Grand Rapids, State of Michigan,  on the 27th day of
April, 2001.

                                           TOWER AUTOMOTIVE, INC.


                                           By:  /s/ Dugald K. Campbell
                                           Dugald K. Campbell, President and
                                           Chief Executive Officer


                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes  and appoints  Anthony A. Barone and Dugald K. Campbell,  and
each of them, his true and lawful attorney-in-fact and agent, with full power of
substitution  and  resubstitution,  for him and in his 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 might or could do in
person,  hereby  ratifying and  confirming  all that said  attorney-in-fact  and
agent, or his 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 April 27, 2001, by the following
persons in the capacities indicated.


/s/ S. A. Johnson                          /s/ Anthony A. Barone
S.A. Johnson                               Anthony A. Barone, Vice President and
Chairman and Director                      Chief Financial Officer
                                           (Principal Financial and Accounting
                                           Officer)

/s/ Dugald K. Campbell                     /s/ Kim B. Clark
Dugald K. Campbell, President,             Kim B. Clark, Director
 Chief Executive Officer and Director
(Principal Executive Officer)


/s/ James R. Lozelle                       /s/ Enrique Zambrano
James R. Lozelle, Director                 Enrique Zambrano, Director


/s/ Scott D. Rued                          /s/ F. J. Loughrey
Scott D. Rued, Director                    F. J. Loughrey, Director


/s/ Jurgen M. Geissinger                   /s/ Ali Jenab
Jurgen M. Geissinger, Director             Ali Jenab, Director


                                      S-5
<PAGE>
                                                                    Exhibit 23.1

Consent of Independent Public Accountants


     As independent public  accountants,  we hereby consent to the incorporation
by reference  in this  registration  statement  of our report dated  January 26,
2001, included in Tower Automotive, Inc.'s Form 10-K for the year ended December
31,  2000  and to all  references  to our  Firm  included  in this  registration
statement.




/s/ Arthur Andersen  LLP



Minneapolis, Minnesota
April 27, 2001



                                      s-6
<PAGE>
                                  EXHIBIT INDEX

     The following exhibits are filed as a part of the Registration Statement:


Exhibit 4      Tower Automotive, Inc. Long Term Incentive Plan, as Amended

Exhibit 5      Opinion of Varnum, Riddering,  Schmidt & Howlett LLP with respect
               to the legality of the securities being registered

Exhibit 23.1   Consent of Arthur Andersen LLP included on page S-6 hereof

Exhibit 23.2   Consent of Varnum,  Riddering,  Schmidt & Howlett  LLP  (included
               with the opinion filed as Exhibit 5)

Exhibit 24     Power of Attorney - included on page S-5 hereof






                                      S-7
<PAGE>
EXHIBIT 4







                             TOWER AUTOMOTIVE, INC.


                            LONG-TERM INCENTIVE PLAN
                             AS AMENDED MAY 25, 1999
<PAGE>
                                TABLE OF CONTENTS

                                                                            Page
ARTICLE 1   ESTABLISHMENT AND PURPOSE OF THE PLAN............................. 1
   1.1      Establishment of the Plan......................................... 1
   1.2      Purpose of the Plan............................................... 1
   1.3      Term of Plan...................................................... 1
ARTICLE 2   DEFINITIONS....................................................... 1
ARTICLE 3   ADMINISTRATION.................................................... 4
   3.1      The Committee..................................................... 4
   3.2      Committee Authority............................................... 4
ARTICLE 4   COMMON STOCK SUBJECT TO THE PLAN.................................. 5
ARTICLE 5   ELIGIBILITY....................................................... 6
ARTICLE 6   STOCK OPTIONS..................................................... 6
   6.1      Options........................................................... 6
   6.2      Grants............................................................ 6
   6.3      Incentive Stock Options........................................... 6
   6.4      Terms of Options.................................................. 6
ARTICLE 7   STOCK APPRECIATION RIGHTS......................................... 9
   7.1      Grant of SARs..................................................... 9
   7.2      Payment of SAR Amount............................................. 9
   7.3      Nontransferability................................................10
ARTICLE 8   PERFORMANCE SHARES................................................10
   8.1      Award of Performance Shares.......................................10
   8.2      Terms and Conditions..............................................10
ARTICLE 9   OTHER STOCK-BASED AWARDS..........................................11
   9.1      Other Awards......................................................11
   9.2      Terms and Conditions..............................................11
ARTICLE 10  TERMINATION OR AMENDMENT OF THE PLAN..............................12
ARTICLE 11  UNFUNDED PLAN.....................................................12
ARTICLE 12  ADJUSTMENT PROVISIONS.............................................12
   12.1     Antidilution......................................................12
   12.2     Change in Control.................................................12
   12.3     Adjustments by Administrator......................................13
ARTICLE 13  GENERAL PROVISIONS................................................13
   13.1     Legend............................................................13
   13.2     No Right to Employment............................................13
   13.3     Withholding of Taxes..............................................13
   13.4     No Assignment of Benefits.........................................14
   13.5     Governing Law.....................................................14
   13.6     Application of Funds..............................................14
   13.7     Rights as a Shareholder...........................................14

                                       i
<PAGE>
                             TOWER AUTOMOTIVE, INC.
                            LONG-TERM INCENTIVE PLAN

                                    ARTICLE 1
                      ESTABLISHMENT AND PURPOSE OF THE PLAN

     1.1  Establishment  of  the  Plan.  Tower  Automotive,   Inc.,  a  Delaware
corporation (the "Company"),  hereby establishes an incentive  compensation plan
to be known as the  "Tower  Automotive,  Inc.  Long-Term  Incentive  Plan"  (the
"Plan"),  as set forth in this document.  The Plan permits the granting of stock
options,  stock  appreciation  rights,  and  other  stock-based  awards  to  key
colleagues of the Company and its subsidiaries,  Directors and Consultants. Upon
approval by the Board of Directors of the Company,  subject to  ratification  by
the affirmative  vote of holders of a majority of shares of the Company's Common
Stock present and entitled to vote at the 1999 Annual  Meeting of  Shareholders,
the Plan shall be effective as of March 1, 1999 (the "Effective Date").

     1.2  Purpose  of the  Plan.  The  purpose  of the  Plan is to  promote  the
long-term success of the Company for the benefit of the Company's  stockholders,
through  stock-based  compensation,  by aligning the personal  interests of Plan
Participants with those of its shareholders.  The Plan is also designed to allow
Plan  Participants to participate in the Company's  future, as well as to enable
the Company to attract, retain and award such individuals.

     1.3 Term of Plan.  No Awards  shall be granted  pursuant  to the Plan on or
after the tenth anniversary of the Effective Date ("Termination Date"), provided
that Awards granted prior to the  Termination  Date may extend beyond that date,
and Cash Payment Rights may be effected  pursuant to the terms of Awards granted
prior to the Termination Date.

                                    ARTICLE 2
                                   DEFINITIONS

     For purposes of this Plan, the following  terms shall have the meanings set
forth below:

     2.1  "Administrator"  shall  mean  the  Board  or  any  of  the  Committees
designated to administer the Plan in accordance with Section 3.1 of the Plan.

     2.2  "Award"  shall mean any award  under this Plan of any  Options,  Stock
Appreciation Rights, Performance Shares or Other Stock-Based Award.

     2.3 "Award  Agreement"  shall mean an agreement  evidencing the grant of an
Award  under  this  Plan.  Awards  under the Plan  shall be  evidenced  by Award
Agreements  that set forth the  details,  conditions  and  limitations  for each
Award, as established by the Administrator and shall be subject to the terms and
conditions of the Plan.

     2.4 "Award Date" shall mean the date that an Award is made, as specified in
an Award Agreement.

                                       1
<PAGE>
     2.5 "Board" shall mean the Board of Directors of the Company.

     2.6 "Code" shall mean the Internal Revenue Code of 1986, as amended.

     2.7  "Colleague"  shall  mean  any  person  employed  by the  Company  or a
Subsidiary. Neither service as a Director nor the payment of a Director's fee by
the Company shall be sufficient to constitute employment by the Company.

     2.8 "Committee"  shall mean one of the Committees,  as specified in Article
3, appointed by the Board to administer the Plan.

     2.9 "Common  Stock" shall mean the Common Stock,  $.01 par value per share,
of the Company.

     2.10 "Consultant" shall mean any person or entity engaged by the Company or
a Subsidiary to render services to the Company or that Subsidiary.

     2.11 "Director" shall mean a member of the Board.

     2.12  "Disability"  shall mean permanent and total disability as determined
under the rules and guidelines  established by the Committee for purposes of the
Plan.

     2.13 "Fair Market  Value" shall be the closing sale price of the  Company's
Common  Stock on the New York  Stock  Exchange.  If no sale of  shares of Common
Stock is reflected on the New York Stock Exchange on a date, "Fair Market Value"
shall be  determined  according to the closing sale price on the next  preceding
day on which there was a sale of shares of Common  Stock  reflected  on New York
Stock Exchange.

     2.14  "Incentive  Stock  Option" or "ISO"  shall mean an option to purchase
shares of Common  Stock  granted  under  Article  6, which is  designated  as an
Incentive  Stock Option and is intended to meet the  requirements of Section 422
of the Code.

     2.15 "Insider" shall mean a colleague who is an officer (as defined in Rule
16a-1(f) of the Exchange Act) or director of the Company, or holder of more than
ten percent (10%) of its outstanding shares of the Company's Common Stock.

     2.16  "Noncolleague  Director"  shall mean a person who  satisfies  (1) the
definition  of  "Nonemployee  Director"  within  the  meaning  set forth in Rule
16b-3(b)(3),  as  promulgated by the  Securities  and Exchange  Commission  (the
"SEC") under the Securities  Exchange Act of 1934 (the "Exchange  Act"),  or any
successor  definition  adopted by the SEC,  or (2) the  definition  of  "outside
director" within the meaning of Section 162(m) of the Code.

                                       2
<PAGE>
     2.17 "Nonqualified Stock Option" or "NQSO" shall mean an option to purchase
shares of Common Stock, granted under Article 6, which is not an Incentive Stock
Option.

     2.18  "Option"  means an  Incentive  Stock Option or a  Nonqualified  Stock
Option.

     2.19  "Option  Price" shall mean the price at which a share of Common Stock
may be purchased by a  Participant  pursuant to an Option,  as determined by the
Committee.

     2.20 "Other  Stock-Based Award" shall mean an Award under Article 9 of this
Plan that is valued in whole or in part by  reference  to, or is  payable  in or
otherwise based on, Common Stock.

     2.21 "Participant" shall mean a colleague of the Company or a Subsidiary, a
Director or Consultant who holds an outstanding Award granted under the Plan.

     2.22  "Performance  Shares"  shall mean an Award granted under Article 8 of
this Plan  evidencing the right to receive Common Stock or cash of an equivalent
value at the end of a specified performance period.

     2.23 "Permitted Transferee" means (i) the spouse, children or grandchildren
of a Participant (each an "Immediate Family Member"), (ii) a trust or trusts for
the exclusive  benefit of the  Participant  and/or one or more Immediate  Family
Members, or (iii) a partnership or limited liability company whose only partners
or members are the Participant and/or one or more Immediate Family Members.

     2.24 "Retirement" shall mean the termination of a Participant's  employment
with the Company or a Subsidiary after the Participant attains the age of 55 and
the  Participant  has completed at least ten (10) years of  employment  with the
Company  or  a  Subsidiary  (including  any  predecessor  to  the  Company  or a
Subsidiary).

     2.25 "Stock  Appreciation  Right" or "SAR" shall mean an Award granted to a
Participant under Article 7 of this Plan.

     2.26  "Subsidiary"  shall mean any  corporation  in which the Company  owns
directly,  or indirectly through  subsidiaries,  at least fifty percent (50%) of
the total  combined  voting  power of all classes of stock,  or any other entity
(including,  but not limited to,  partnerships  and joint ventures) in which the
Company owns at least fifty percent (50%) of the combined equity thereof.

     2.27  "Termination  of Service" shall mean the termination of a Colleague's
employment  with  the  Company  or  a  Subsidiary.  A  Colleague  employed  by a
Subsidiary  shall  also be  deemed  to incur a  Termination  of  Service  if the
Subsidiary  ceases to be a Subsidiary and the  Participant  does not immediately
thereafter become a colleague of the Company or another Subsidiary. With respect
to a Participant that is not a Colleague,  Termination of Service shall mean the
termination  of the  person's  service  as a  Director  of the  company  or as a
Consultant to the Company or a Subsidiary.

                                       3
<PAGE>
                                    ARTICLE 3
                                 ADMINISTRATION

     3.1 The Committee.  The Plan may be  administered  by different  Committees
with respect to different  groups of Plan  Participants.  To the extent that the
Administrator  determines it to be desirable to qualify Awards granted hereunder
as "performance-based  compensation" within the meaning of Section 162(m) of the
Code, the Plan shall be administered by a committee of two or more Non-Colleague
Directors.  To the extent desirable to qualify transactions  hereunder as exempt
under Rule 16b-3, the transactions contemplated hereunder shall be structured to
satisfy the requirements for exemption under Rule 16b-3.  Other than as provided
above,  the Plan shall be  administered  by (a) the Board,  or (b) a  Committee,
which Committee shall be constituted to satisfy the foregoing conditions.

     3.2  Committee   Authority.   Subject  to  the  Company's   Certificate  of
Incorporation,  Bylaws and the provisions of this Plan, the Administrator  shall
have full  authority  to grant  Awards to key  Colleagues  of the  Company  or a
Subsidiary, as well as Directors and Consultants.  Awards may be granted singly,
in combination,  or in tandem. The authority of the Administrator  shall include
the following:

          (a) To select  the key  colleagues  of the  Company  or a  Subsidiary,
     Directors or Consultants to whom Awards may be granted under the Plan;

          (b)  To  determine   whether  and  to  what  extent   Options,   Stock
     Appreciation  Rights,  Performance Shares and Other Stock-Based  Awards, or
     any combination thereof are to be granted under the Plan;

          (c) To determine the number of shares of Common Stock to be covered by
     each Award;

          (d) To  determine  the terms and  conditions  of any Award  Agreement,
     including, but not limited to, the Option Price, any vesting restriction or
     limitation, any vesting schedule or acceleration thereof, or any forfeiture
     restrictions or waiver  thereof,  regarding any Award and the shares Common
     Stock relating thereto,  based on such factors as the  Administrator  shall
     determine in its sole discretion;

          (e) To determine whether,  to what extent and under what circumstances
     grants of Awards  are to operate on a tandem  basis  and/or in  conjunction
     with or apart  from  other cash  compensation  arrangement  made by Company
     other than under the terms of this Plan;

          (f) To determine under what  circumstances  an Award may be settled in
     cash, Common Stock, or a combination thereof; and

          (g) To determine to what extent and under what circumstances shares of
     Common  Stock and other  amounts  payable with respect to an Award shall be
     deferred.

                                       4
<PAGE>
     The Administrator  shall have the authority to adopt, alter and repeal such
administrative  rules,  guidelines and practices governing the Plan as it shall,
from time to time, deem advisable,  to interpret the terms and provisions of the
Plan and any Award issued under the Plan (including any Award  Agreement) and to
otherwise  supervise  the  administration  of the Plan.  A  majority  of the any
Committee shall  constitute a quorum,  and the acts of a majority of a quorum at
any  meeting,  or acts  reduced to or  approved  in writing by a majority of the
members  of any  Committee,  shall  be the  valid  acts  of any  Committee.  The
interpretation  and  construction by any Committee of any provisions of the Plan
or any Award granted under the Plan shall be final and binding upon the Company,
the Board and  Participants,  including their  respective  heirs,  executors and
assigns.  No member of the Board or any Committee shall be liable for any action
or determination made in good faith with respect to the Plan or an Award granted
hereunder.  Notwithstanding  the  foregoing,  without the prior  approval of the
Company's  shareholders,  neither the Committee nor the Board of Directors shall
have the  authority to lower the option  exercise  price of  previously  granted
Awards,  whether by means of the amendment of previously  granted  Awards or the
replacement or regrant, through cancellation, of previously granted Awards.

                                    ARTICLE 4
                        COMMON STOCK SUBJECT TO THE PLAN

     Subject to adjustment as provided in Section  12.1,  the maximum  aggregate
number of shares of Common Stock which may be issued under this Plan,  which may
be  either  unauthorized  and  unissued  Common  Stock or  issued  Common  Stock
reacquired by the Company  ("Plan  Shares")  shall be three million  (3,000,000)
Shares.

     Determinations  as to the number of Plan Shares that remain  available  for
issuance  under  the Plan  shall  be made in  accordance  with  such  rules  and
procedures as the  Administrator  shall determine from time to time. If an Award
expires unexercised or is forfeited, cancelled, terminated or settled in cash in
lieu of Common Stock, the shares of Common Stock that were  theretofore  subject
(or  potentially  subject)  to such Award may again be made  subject to an Award
Agreement. In addition,  Shares from the following sources shall be added to the
number of Plan Shares  available for issuance  under the Plan: (1) any Shares of
the  Company's  Common Stock  surrendered  in payment of the  exercise  price of
Options or to pay the tax withholding  obligations incurred upon the exercise of
Options;  and (2) Options  withheld to pay the exercise price or tax withholding
obligations incurred upon the exercise of Options.


                                       5
<PAGE>
                                    ARTICLE 5
                                   ELIGIBILITY

     The persons who shall be eligible to receive Awards under the Plan shall be
selected by the Administrator from time to time. In making such selections,  the
Administrator  shall  consider  the  nature  of the  services  rendered  by such
persons,  their present and potential  contribution to the Company's success and
the  success of the  particular  Subsidiary  or division of the Company by which
they are employed or to whom they provide  services,  and such other  factors as
the  Administrator in its discretion shall deem relevant.  Participants may hold
more than one Award,  but only on the terms and subject to the  restrictions set
forth in the Plan and their  respective  Award  Agreements.  No Participant  may
receive  Awards under the Plan covering more than  twenty-five  percent (25%) of
Plan Shares.

                                    ARTICLE 6
                                  STOCK OPTIONS

     6.1  Options.  Options may be granted  alone or in addition to other Awards
granted under this Plan.  Each Option granted under this Plan shall be either an
Incentive Stock Option (ISO) or a Nonqualified Stock Option (NQSO).

     6.2 Grants.  The  Administrator  shall have the  authority  to grant to any
Participant one or more Incentive Stock Options,  Nonqualified Stock Options, or
both types of  Options.  To the extent  that any Option  does not  qualify as an
Incentive Stock Option (whether  because of its provisions or the time or manner
of its exercise or otherwise), such Option or the portion thereof which does not
qualify shall constitute a separate Nonqualified Stock Option.

     6.3  Incentive  Stock  Options.  Anything  in  the  Plan  to  the  contrary
notwithstanding,  no term of this Plan relating to Incentive Stock Options shall
be  interpreted,  amended or  altered,  nor shall any  discretion  or  authority
granted  under the Plan be so  exercised,  so as to  disqualify  the Plan  under
Section 422 of the Code, or, without the consent of the  Participants  affected,
to disqualify  any  Incentive  Stock Option under such Section 422. An Incentive
Stock  Option shall not be granted to an  individual  who, on the date of grant,
owns stock  possessing  more than ten percent (10%) of the total combined voting
power of all classes of stock of the Company.  The aggregate  Fair Market Value,
determined on the Award Date of the shares of Common Stock with respect to which
one or more Incentive Stock Options (or other incentive stock options within the
meaning of Section 422 of the Code, under all other option plans of the Company)
granted on or after January 1, 1987,  that are exercisable for the first time by
a Participant during any calendar year shall not exceed the $100,000  limitation
imposed by Section 422(d) of the Code.

     6.4 Terms of Options.  Options granted under the Plan shall be evidenced by
Award  Agreements  in such form as the  Administrator  shall,  from time to time
approve, which Agreement shall comply with and be subject to the following terms
and conditions:

                                       6
<PAGE>
          (a)  Option  Price.  The  Option  Price  per  share  of  Common  Stock
     purchasable  under an Option shall be  determined  by the  Committee at the
     time of grant but shall be not less than one hundred  percent (100%) of the
     Fair Market Value of the Common Stock at the Award Date.

          (b)  Option  Term.  The  term of each  Option  shall  be  fixed by the
     Administrator,  provided  that no  Option  that has been  designated  as an
     Incentive Stock Option shall be exercisable  more than ten (10) years after
     the date the Option is granted.

          (c)  Exercisability.  Except as  provided in Section  12.2,  no Option
     shall be  exercisable  in  either  in whole or in part  prior to the  first
     anniversary of the Award Date.  Thereafter,  an Option shall be exercisable
     at such time or times and subject to such terms and  conditions as shall be
     determined by the  Administrator  and set forth in the Award Agreement.  If
     the  Administrator   provides  that  any  Option  is  exercisable  only  in
     installments,  the  Administrator  may at any time waive  such  installment
     exercise  provisions,  in whole or in part,  based on such  factors  as the
     Administrator may determine.

          (d) Method of Exercise.  Subject to whatever  installment exercise and
     waiting period provisions apply under subsection (c) above,  Options may be
     exercised in whole or in part at any time during the term of the Option, by
     giving written  notice of exercise to the Company  specifying the number of
     shares to be purchased. Such notice shall be accompanied by payment in full
     of the  purchase  price  in such  form  as the  Administrator  may  accept.
     Notwithstanding  the  foregoing,  an Option shall not be  exercisable  with
     respect to less than 100 shares of Common Stock unless the remaining shares
     covered  by an  Option  are fewer  than 100  shares.  If and to the  extent
     determined by the  Administrator  in its sole discretion at or after grant,
     payment  in full or in part may also be made in the  form of  Common  Stock
     owned by the Participant (and for which the Participant has good title free
     and clear of any liens and  encumbrances  and with respect to any shares of
     Common Stock acquired upon the exercise of an Option,  has been held by the
     Optionee  for a  period  of at least  six (6)  consecutive  months),  or by
     reduction in the number of shares  issuable  upon such exercise  based,  in
     each case, on the Fair Market Value of the Common Stock on the last trading
     date  preceding  payment as determined by the  Administrator.  No shares of
     stock shall be issued  until  payment has been made.  A  Participant  shall
     generally  have the rights to dividends  or other  rights of a  shareholder
     with  respect to shares  subject to the Option  when the person  exercising
     such option has given written notice of exercise,  has paid for such shares
     as  provided  herein,  and,  if  requested,  has given  the  representation
     described in Section 13.1 of the Plan.

          (e)  Transferability of Options.  No Option may be sold,  transferred,
     pledged,  assigned,  or otherwise alienated or hypothecated,  other than by
     will or by the laws of descent and  distribution,  provided,  however,  the
     Administrator  may,  in its  discretion,  authorize  all or a portion  of a
     Nonqualified Stock Option to be granted to an optionee to be on terms which
     permit transfer by such optionee to a Permitted  Transferee,  provided that
     (i) there may be no  consideration  for any such  transfer  (other than the
     receipt of or interest in a family

                                       7
<PAGE>
     partnership or limited liability company),  (ii) the stock option agreement
     pursuant  to  which  such  options  are  granted  must be  approved  by the
     Administrator,  and must expressly provide for  transferability in a manner
     consistent  with this Section  6.4(e),  and (iii)  subsequent  transfers of
     transferred  options  shall be prohibited  except those in accordance  with
     Section 6.4(h).  Following transfer,  any such options shall continue to be
     subject to the same terms and  conditions  as were  applicable  immediately
     prior to transfer. The events of termination of service of Sections 6.4(f),
     (g) and (h) hereof,  and the tax  withholding  obligations  of Section 12.3
     shall  continue  to be  applied  with  respect  to the  original  optionee,
     following   which  the  options  shall  be  exercisable  by  the  Permitted
     Transferee  only to the extent,  and for the periods  specified in Sections
     6(f), (g), and (h). The Company shall not be obligated to notify  Permitted
     Transferee(s) of the expiration or termination of any option.  Further, all
     Options shall be exercisable during the Participant's lifetime only by such
     Participant and, in the case of a Nonqualified Stock Option, by a Permitted
     Transferee.  The  designation  of a person  entitled  to exercise an Option
     after a person's death will not be deemed a transfer.

          (f)  Termination  of  Service  for  Reasons  other  than   Retirement,
     Disability, or Death. Upon termination of Service for any reason other than
     Retirement or on account of  Disability  or death,  each Option held by the
     Participant  shall,  to the extent  rights to  purchase  shares  under such
     Option have  accrued at the date of such  Termination  of Service and shall
     not have been fully exercised, be exercisable,  in whole or in part, at any
     time for a period of no more than three (3) months following Termination of
     Service,  subject, however, to prior expiration of the term of such Options
     and any other  limitations on the exercise of such Options in effect at the
     date of exercise. Whether an authorized leave of absence or absence because
     of military or governmental service shall constitute Termination of Service
     for  such  purposes  shall  be  determined  by  the  Administrator,   which
     determination shall be final and conclusive.

          (g)  Termination  of  Service  for  Retirement  or  Disability.   Upon
     Termination of Service by reason of Retirement or  Disability,  each Option
     held by such  Participant  shall,  to the extent rights to purchase  shares
     under the Option have accrued at the date of such  Retirement or Disability
     and shall not have been fully exercised,  remain exercisable in whole or in
     part,  for a period  of not  greater  than  two (2)  years  following  such
     Termination of Service,  subject, however, to prior expiration according to
     its terms and other  limitations  imposed by the Plan.  If the  Participant
     dies after such Retirement or Disability,  the Participant's  Options shall
     be exercisable in accordance with Section 6.4(h) below.

          (h) Termination of Service for Death.  Upon Termination of Service due
     to death,  each Option held by such  Participant  or  Permitted  Transferee
     shall,  to the extent  rights to purchase  shares  under the  Options  have
     accrued  at the date of death and shall not have been fully  exercised,  be
     exercisable,  in whole or in part,  by the personal  representative  of the
     estate of the  Participant  or  Permitted  Transferee  or by any  person or
     persons who shall have acquired the Option directly from the Participant or
     Permitted  Transferee  by bequest or  inheritance  only under the following
     circumstances and during the following periods: (i) if

                                       8
<PAGE>
     the Participant dies while providing service to the Company or a Subsidiary
     as a Colleague,  Director or Consultant, at any time within a period of not
     greater than two (2) years after his death, or (ii) if the Participant dies
     during  the  extended  exercise  period  following  Termination  of Service
     specified in Section 6.4(g), at any time within the longer of such extended
     period or for a period of not more than  twelve (12)  months  after  death,
     subject,  however,  in any case, to the prior expiration of the term of the
     Option and any other limitation on the exercise of such Option in effect at
     the date of exercise.

          (i)  Termination of Options.  Any Option that is not exercised  within
     whichever of the exercise periods specified in Sections 6.4(f),  (g) or (h)
     is applicable shall terminate upon expiration of such exercise period.

          (j) Purchase and Settlement  Provisions.  The Administrator may at any
     time offer to purchase an Option  previously  granted,  based on such terms
     and conditions as the Administrator  shall establish and communicate to the
     Participant  at the time that such offer is made. In addition,  if an Award
     Agreement  so  provides  at the Award Date or is  thereafter  amended to so
     provide,  the  Administrator  may require that all or part of the shares of
     Common Stock to be issued with respect to the exercise of an Option,  in an
     amount not  greater  than the Fair  Market  Value of the shares  that is in
     excess of the aggregate Option Price, take the form of Performance  Shares,
     which  shall be  valued  on the date of  exercise  on the basis of the Fair
     Market Value of such Performance  Shares  determined  without regard to the
     deferral limitations and/or forfeiture restrictions involved.

                                    ARTICLE 7
                            STOCK APPRECIATION RIGHTS

     7.1  Grant  of SARs.  The  Administrator  may  approve  the  grant of Stock
Appreciation  Rights  ("SARs")  that are related to Options  only.  A SAR may be
granted only at the time of grant of the related Option.  A SAR will entitle the
holder of the  related  Option,  upon  exercise of the SAR,  to  surrender  such
Option,  or any portion thereof to the extent  unexercised,  with respect to the
number of shares as to which such SAR is exercised, and to receive payment of an
amount  computed  pursuant  to Section  7.2.  Such  Option  will,  to the extent
surrendered, then cease to be exercisable. Subject to Section 7.4, a SAR granted
hereunder will be exercisable at such time or times, and only to the extent that
a related  Option is  exercisable,  and will not be  transferable  except to the
extent that such related Option may be transferable.

     7.2 Payment of SAR Amount.  Upon the exercise of a SAR, a Participant shall
be  entitled to receive  payment  from the  Company in an amount  determined  by
multiplying  (i) the  difference  between  the Fair  Market  Value of a share of
Common Stock on the date of exercise over the Option  Price,  by (ii) the number
of shares of Common  Stock with  respect to which the SAR is  exercised.  At the
discretion  of the  Committee,  the payment upon SAR exercise may be in cash, in
shares of Common Stock of equivalent value, or in some combination thereof.

                                       9
<PAGE>
     7.3 Nontransferability. No SAR may be sold, transferred, pledged, assigned,
or  otherwise  alienated or  hypothecated,  other than by will or by the laws of
descent and  distribution.  Further,  all SARs shall be exercisable,  during the
Participant's lifetime, only by such Participant.

                                    ARTICLE 8
                               PERFORMANCE SHARES

     8.1 Award of Performance  Shares.  Performance Shares may be awarded either
alone or in addition to other Awards granted under this Plan. The  Administrator
shall  determine  the  eligible  persons  to whom and the time or times at which
Performance  Shares  shall be awarded,  the number of  Performance  Shares to be
awarded to any person,  the  duration of the period (the  "Performance  Period")
during which, and the conditions under which,  receipt of the Performance Shares
will be deferred, and the other terms and conditions of the Award in addition to
those set forth in  Section  8.2,  as  specified  in the  Award  Agreement.  The
Administrator may condition the grant of Performance Shares upon the achievement
of specific business objectives,  measurements of individual or business unit or
Company  performance,  or such other  factors or criteria  as the  Administrator
shall determine.  The provisions of the award of Performance  Shares need not be
the same  with  respect  to each  Participant,  and such  Awards  to  individual
Participants need not be the same in subsequent years.

     8.2 Terms and  Conditions.  Performance  Shares  awarded  pursuant  to this
Article 8 shall be subject to the following terms and conditions:

          (a) Nontransferability. Subject to the provisions of this Plan and the
     related  Award  Agreement,  Performance  Shares may not be sold,  assigned,
     transferred, pledged or otherwise encumbered during the Performance Period.
     At the expiration of the Performance Period,  share certificates or cash of
     an  equivalent  value  (as the  Administrator  may  determine  in its  sole
     discretion)   shall  be  delivered  to  the   Participant,   or  his  legal
     representative,  in a  number  equal to the  shares  covered  by the  Award
     Agreement.

          (b) Dividends. Unless otherwise determined by the Administrator at the
     time of Award,  amounts  equal to any cash  dividends  declared  during the
     Performance  Period  with  respect to the number of shares of Common  Stock
     covered by a Performance Share Award will not be paid to the Participant.

          (c) Termination of Employment.  Subject to the provisions of the Award
     Agreement  and this Article 8, upon  Termination  of Service for any reason
     during the Performance  Period for a given Award, the Performance Shares in
     question  will  vest or be  forfeited  in  accordance  with the  terms  and
     conditions established by the Administrator at or after grant.

          (d) Accelerated  Vesting.  Based on service,  performance  and/or such
     other factors or criteria as the  Administrator may determine and set forth
     in the Award Agreement, the

                                       10
<PAGE>
     Administrator may, at or after grant,  accelerate the vesting of all or any
     part  of  any  award  of  Performance  Shares  and/or  waive  the  deferral
     limitations for all or any part of such Award.

                                    ARTICLE 9
                            OTHER STOCK-BASED AWARDS

     9.1 Other  Awards.  Other  Awards of Common Stock and other Awards that are
valued in whole or in part by reference to, or are payable in or otherwise based
on, Common Stock ("Other Stock-Based Awards"), may be granted either alone or in
addition to or in tandem with Options,  SARs, or Performance Shares.  Subject to
the provisions of this Plan, the Administrator shall have authority to determine
the  persons to whom and the time or times at which such  Awards  shall be made,
the number of shares of Common Stock to be awarded pursuant to such awards,  and
all other conditions of the Awards.  The  Administrator may also provide for the
grant of Common  Stock  under such  Awards  upon the  completion  of a specified
performance  period.  The provisions of Other Stock-Based Awards need not be the
same with respect to each Participant and such Awards to individual Participants
need not be the same in subsequent years.

     9.2 Terms and Conditions.  Other  Stock-Based  Awards made pursuant to this
Article 9 shall be set forth in an Award  Agreement  and shall be subject to the
following terms and conditions:

          (a) Nontransferability. Subject to the provisions of this Plan and the
     Award  Agreement,  shares of Common Stock subject to Awards made under this
     Article 9 may not be sold,  assigned,  transferred,  pledged,  or otherwise
     encumbered prior to the date on which the shares are issued,  or, if later,
     the date on which  any  applicable  restriction,  performance  or  deferral
     period lapses.

          (b) Dividends. Unless otherwise determined by the Administrator at the
     time of  Award,  subject  to the  provisions  of this  Plan  and the  Award
     Agreement, the recipient of an Award under this Article 9 shall be entitled
     to receive,  currently  or on a deferred  stock  basis,  dividends or other
     distributions  with respect to the number of shares of Common Stock covered
     by the Award.

          (c)  Vesting.  Any Award  under this  Article 9 and any  Common  Stock
     covered  by any such  Award  shall  vest or be  forfeited  to the extent so
     provided in the Award Agreement, as determined by the Administrator, in its
     sole discretion.

          (d)  Waiver  of  Limitation.   In  the  event  of  the   Participant's
     Retirement,  Disability or death, or in cases of special circumstances, the
     Administrator may, in its sole discretion, waive in whole or in part any or
     all of the  limitations  imposed  hereunder (if any) with respect to any or
     all of an Award under this Article 9.

          (e) Price.  Common  Stock  issued or sold under this  Article 9 may be
     issued  or sold  for no cash  consideration  or such  consideration  as the
     Administrator shall determine and specify in the Award Agreement.

                                       11
<PAGE>
                                   ARTICLE 10
                      TERMINATION OR AMENDMENT OF THE PLAN

     The Board may at any time amend,  discontinue or terminate this Plan or any
part  thereof  (including  any  amendment  deemed  necessary  to ensure that the
Company  may  comply  with any  applicable  regulatory  requirement);  provided,
however,  that,  unless  otherwise  required by law, the rights of a Participant
with  respect  to Awards  granted  prior to such  amendment,  discontinuance  or
termination,  may not be impaired  without the consent of such  Participant and,
provided  further,  without  the  approval  of the  Company's  shareholders,  no
amendment may be made which would (i) increase the aggregate number of shares of
Common  Stock that may be issued under this Plan (except by operation of Article
4 or of Section 12.1); (ii) decrease the option price of any Option to less than
one hundred  percent (100%) of the Fair Market Value on the date of grant for an
Option;  or (iii) extend the maximum  option period under Section  6.4(b) of the
Plan. The Administrator  may amend the terms of any Award  theretofore  granted,
prospectively or retroactively,  but, subject to Section 12.2, no such amendment
or other action by the Administrator  shall impair the rights of any Participant
without  the  Participant's  consent.  Awards may not be granted  under the Plan
after the  Termination  Date, but Awards granted prior to such date shall remain
in effect or become exercisable pursuant to their respective terms and the terms
of this Plan.

                                   ARTICLE 11
                                  UNFUNDED PLAN

     This Plan is intended to constitute  an  "unfunded"  plan for incentive and
deferred compensation. With respect to any payment not yet made to a Participant
by the Company,  nothing  contained  herein shall give any such  Participant any
rights that are greater than those of a general creditor of the Company.

                                   ARTICLE 12
                              ADJUSTMENT PROVISIONS

     12.1  Antidilution.  Subject to the  provisions  of this Article 12, if the
outstanding shares of Common Stock are increased,  decreased, or exchanged for a
different number or kind of shares or other securities,  or if additional shares
or new or different  shares or other  securities are distributed with respect to
such shares of Common Stock or other securities,  through merger, consolidation,
sale of all or substantially  all of the assets of the Company,  reorganization,
recapitalization,  reclassification,  stock dividend, stock split, reverse stock
split or other distribution with respect to such shares of Common Stock or other
securities,  an appropriate and proportionate  adjustment may be made in (i) the
maximum  number and kind of shares  provided in Article 4 of the Plan,  (ii) the
number and kind of shares or other  securities  subject to the then  outstanding
Awards, and (iii) the price for each share or other unit of any other securities
subject to the then outstanding Awards.

     12.2 Change in Control.  Notwithstanding  Section 12.1, upon dissolution or
liquidation of the Company,  or upon a reorganization,  merger, or consolidation
of the Company with one or

                                       12
<PAGE>
more  corporations  as a  result  of  which  the  Company  is not the  surviving
corporation,  or upon the sale of all or  substantially  all the  assets  of the
Company,  all Awards then  outstanding  under the Plan will be fully  vested and
exercisable and all restrictions will immediately  cease,  unless provisions are
made in connection with such transaction for the continuance of the Plan and the
assumption  of or the  substitution  for such Awards of new Awards  covering the
stock of a successor employer  corporation,  or a parent or subsidiary  thereof,
with appropriate adjustments as to the number and kind of shares and prices.

     12.3 Adjustments by Administrator. Any adjustments pursuant to this Article
12 will be made by the Administrator, whose determination as to what adjustments
will be made and the extent thereof will be final,  binding, and conclusive.  No
fractional  interest  will be  issued  under  the  Plan on  account  of any such
adjustments. Only cash payments will be made in lieu of fractional shares.

                                   ARTICLE 13
                               GENERAL PROVISIONS

     13.1 Legend.  The  Administrator  may require each person purchasing shares
pursuant to an Award under the Plan to  represent  to and agree with the Company
in writing  that the  Participant  is  acquiring  the  shares  without a view to
distribution  thereof.  In  addition to any legend  required  by this Plan,  the
certificates  for such  shares may include  any legend  which the  Administrator
deems appropriate to reflect any restrictions on transfer.

     All  certificates for shares of Common Stock delivered under the Plan shall
be  subject  to  such  stock  transfer  orders  and  other  restrictions  as the
Administrator  may  deem  advisable  under  the  rules,  regulations  and  other
requirements of the Securities and Exchange Commission,  any stock exchange upon
which the Stock is then listed,  any applicable Federal or state securities law,
and any applicable  corporate law, and the  Administrator  may cause a legend or
legends to be put on any such certificates to make appropriate reference to such
restrictions.

     13.2 No Right to  Employment.  Neither this Plan nor the grant of any Award
hereunder  shall give any  Participant or other colleague any right with respect
to continuance of employment by the Company or any  Subsidiary,  nor shall there
be a  limitation  in any way on the right of the  Company or any  Subsidiary  by
which a colleague is employed to terminate his or her employment at any time.

     13.3  Withholding of Taxes. The Company shall have the right to deduct from
any payment to be made pursuant to this Plan, or to otherwise require,  prior to
the  issuance or  delivery  of any shares of Common  Stock or the payment of any
cash hereunder, payment by the Participant of, any Federal, state or local taxes
required  by  law  to  be  withheld.   Unless   otherwise   prohibited   by  the
Administrator,  each Participant may satisfy any such withholding tax obligation
by any of the following means or by a combination of such means: (a) tendering a
cash payment;  (b) authorizing the Company to withhold from the shares otherwise
issuable to the  Participant a number of shares having a Fair Market Value as of
the "Tax  Date,"  less  than or  equal  to the  amount  of the  withholding  tax
obligation;  or (c) delivering to the Company  unencumbered  shares owned by the
Participant

                                       13
<PAGE>
having a Fair Market Value, as of the Tax Date, less than or equal to the amount
of the  withholding  tax  obligation.  The "Tax Date" shall be the date that the
amount of tax to be withheld is determined.

     13.4 No  Assignment of Benefits.  No Award or other  benefit  payable under
this Plan shall, except as otherwise specifically transfer,  provided by law, be
subject in any manner to anticipation,  alienation,  attachment, sale, transfer,
assignment,  pledge,  encumbrance  or charge,  and any  attempt  to  anticipate,
alienate,  attach, sell, transfer,  assign, pledge, encumber or charge, any such
benefits  shall be void,  and any such benefit shall not in any manner be liable
for or subject to the debts, contracts, liabilities, engagements or torts of any
person  who  shall be  entitled  to such  benefit,  nor shall it be  subject  to
attachment or legal process for or against such person.

     13.5  Governing  Law. This Plan and actions  taken in  connection  herewith
shall be governed and construed in accordance with the laws and in the courts of
the state of Delaware.

     13.6  Application of Funds.  The proceeds  received by the Company from the
sale of shares of Common Stock  pursuant to Awards  granted under this Plan will
be used for general corporate purposes.

     13.7  Rights as a  Shareholder.  Except as  otherwise  provided in an Award
Agreement,  a Participant  shall have no rights as a shareholder  of the Company
until he or she becomes the holder of record of Common Stock.





::ODMA\PCDOCS\GRR\250356\2


                                       14
<PAGE>
                                    EXHIBIT 5




                                 April 27, 2001

Tower Automotive, Inc.
5211 Cascade Road, SE
Grand Rapids, Michigan  49546

  Re:  Registration Statement on Form S-8 Relating to the Tower Automotive, Inc.
       Long Term Incentive Plan, as Amended (the "Plan")

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,  3,000,000  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 3,000,000 shares covered
by the Registration  Statement,  when issued pursuant to the Plan, at the prices
described in the Registration Statement but not less than the par value thereof,
and upon  delivery of such shares and payment  therefor in  accordance  with the
terms  stated  in the  Plans 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 & HOWLETTLLP


                   /s/ Varnum, Riddering, Schmidt & HowlettLLP
[{"type": "S-8", "sequence": "1", "filename": "towers8.txt", "secsgml_size_bytes": 65370}]
{"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": "333-59664", "film-number": "1612976"}, "business-address": {"street1": "4508 IDS CENTER", "city": "MINNEAPOLIS", "state": "MN", "zip": "55402", "phone": "6123422310"}, "mail-address": {"street1": "4508 IDS CENTER", "city": "MINNEAPOLIS", "state": "MN", "zip": "55402"}}
As filed with the Securities and Exchange Commission on April 27, 2001 -
                                                  Registration No. _____________

                       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                                      41-1746238
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

               5211 Cascade Road, SE, Grand Rapids, Michigan 49546
           (Address of Principal Executive Offices Including Zip Code)

                 Tower Automotive, Inc. Long Term Incentive Plan
                            (Full Title of the Plan)

     Anthony A. Barone, 5211 Cascade Road, SE, Grand Rapids, Michigan 49546
                     (Name and address of agent for service)

                                 (616) 802-1600
          (Telephone number, including area code, of agent for service)

                          Copies of Communications to:
                              Michael G. Wooldridge
                    Varnum, Riddering, Schmidt & Howlett LLP
                         Bridgewater Place, P.O. Box 352
                        Grand Rapids, Michigan 49501-0352
                                 (616) 336-6000

                                           CALCULATION OF REGISTRATION FEE
====================================================================================================================
                                                            Proposed            Proposed
                                                             Maximum             Maximum             Amount of
    Title of Securities            Amount to be          Offering Price         Aggregate          Registration
     to be Registered               Registered            Per Share (1)     Offering Price(1)           Fee
--------------------------------------------------------------------------------------------------------------------
Common Stock
($.001 value)                  3,000,000 shares            $ 9.675           $ 29,025,000          $ 7,256.25
====================================================================================================================
(1)  For the purpose of computing the  registration fee only, the price shown is
     based upon the price of $9.675 per share,  the  average of the high and low
     sale prices for the Common  Stock of the  Registrant  on the New York Stock
     Exchange on April 20, 2001, in accordance with Rule 457(h).
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 of the Securities Act of 1933 and the Note to Part I of Form S-8.

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     The following  documents filed with the Securities and Exchange  Commission
(the "Commission") are incorporated herein by reference:

    (a)   The Annual Report on Form 10-K for the  Registrant  for the year ended
          December 31, 2000.
    (b)   All other  reports  filed  pursuant  to Section  13(a) or 15(d) of the
          Securities  Exchange  Act of 1934,  as amended (the  "Exchange  Act"),
          since the end of the fiscal year covered by the Annual  Report on Form
          10-K referred to in (a) above.
    (c)   The  description  of the  Registrant's  common stock  contained in the
          Registrant's  Registration  Statement  on Form 8-A (File No.  1-12733)
          filed  February  11, 1997,  pursuant to Section  12(b) of the Exchange
          Act,  including  any  amendments  or reports  filed for the purpose of
          updating such description.

     All other  reports or  documents  filed by the  Registrant  pursuant to the
requirements  of  Sections  13(a),  13(c),  14 and  15(d) of the  Exchange  Act,
subsequent  to the date hereof and prior to the  termination  of the offering of
the securities  offered hereby shall be deemed to be  incorporated  by reference
herein  and to be a part  hereof  from the date of  filing  of such  reports  or
documents.  Any  statement  contained  in  a  document  incorporated  herein  by
reference  shall be deemed to be modified  or  superseded  for  purposes of this
Registration  Statement to the extent that a statement contained herein modifies
or supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4.  Description of Securities

     The class of securities to be offered is registered under Section 12 of the
Exchange Act.

Item 5.  Interests of Named Experts and Counsel

     Not applicable

Item 6.  Indemnification of Directors and Officers.

     Section  102(b)(7) of the General  Corporation Law of the State of Delaware
permits a Delaware  corporation to limit the personal liability of its directors
in accordance  with the provisions  set forth therein.  The Amended and Restated
Certificate  of  Incorporation  of the  Registrant  provides  that the  personal
liability  of  directors  shall be limited to the fullest  extent  permitted  by
applicable law.

     Section  145 of the  General  Corporation  Law of  the  State  of  Delaware
contains provisions  permitting Delaware  corporations  organized  thereunder to
indemnify directors,  officers,  employees or agents against expenses, including
attorneys' fees,  judgments,  fines and amounts paid in settlement  actually and
reasonably  incurred in  connection  with any  threatened,  pending or completed
action,  suit  or  proceeding,   whether  civil,  criminal,   administrative  or
investigative,  by reason of the fact  that  such  person is or was a  director,
officer,  employee  or agent of the  corporation  provided  that (i) such person
acted in good faith and in a manner he or she  reasonably  believed  to be in or
not  opposed  to the  corporation's  best  interests  and  (ii) in the case of a
criminal  proceeding  such person had no reasonable  cause to believe his or her
conduct was unlawful.  In the case of actions or suits by or in the right of the
corporation, no indemnification

                                      S-2
shall be made in a case in which  such  person  shall have been  adjudged  to be
liable  to the  corporation  unless  and only to the  extent  that the  Court of
Chancery or the court in which such action or suit was brought  shall  determine
upon application that,  despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably  entitled to
indemnity for such expenses. Indemnification as described above shall be granted
in a specific case only upon a determination  that  indemnification is proper in
the  circumstances  because  such  person  has met the  applicable  standard  of
conduct.  Such determination  shall be made (a) by a majority of a quorum of the
directors who were not a parties to such proceeding, (b) if such a quorum cannot
be obtained or if a quorum of disinterested directors directs so, by independent
legal  counsel  in a  written  option;  (c) by a  committee  of  such  directors
designated by majority vote of such  directors,  even though less than a quorum,
or (c) by the  stockholders  of the  corporation.  The Bylaws of the  Registrant
provide for  indemnification of its directors and officers to the fullest extent
permitted by applicable law.

Item 7.  Exemption from Registration Claimed.

     Not Applicable.

Item 8.  Exhibits.

     Reference is made to the Exhibit Index which appears on page S-7.

Item 9.  Undertakings.

     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;

          (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 (1)(i) and (1)(ii) do not apply if the
     registration  statement  is on  Form  S-3 or Form  S-8 or Form  F-3 and the
     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.

     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 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.

                                      S-3
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 by the Act and will be governed by the final adjudication of
such issue.

                                      S-4
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 Grand Rapids, State of Michigan,  on the 27th day of
April, 2001.

                                           TOWER AUTOMOTIVE, INC.

                                           By:  /s/ Dugald K. Campbell
                                           Dugald K. Campbell, President and
                                           Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes  and appoints  Anthony A. Barone and Dugald K. Campbell,  and
each of them, his true and lawful attorney-in-fact and agent, with full power of
substitution  and  resubstitution,  for him and in his 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 might or could do in
person,  hereby  ratifying and  confirming  all that said  attorney-in-fact  and
agent, or his 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 April 27, 2001, by the following
persons in the capacities indicated.

/s/ S. A. Johnson                          /s/ Anthony A. Barone
S.A. Johnson                               Anthony A. Barone, Vice President and
Chairman and Director                      Chief Financial Officer
                                           (Principal Financial and Accounting
                                           Officer)

/s/ Dugald K. Campbell                     /s/ Kim B. Clark
Dugald K. Campbell, President,             Kim B. Clark, Director
 Chief Executive Officer and Director
(Principal Executive Officer)

/s/ James R. Lozelle                       /s/ Enrique Zambrano
James R. Lozelle, Director                 Enrique Zambrano, Director

/s/ Scott D. Rued                          /s/ F. J. Loughrey
Scott D. Rued, Director                    F. J. Loughrey, Director

/s/ Jurgen M. Geissinger                   /s/ Ali Jenab
Jurgen M. Geissinger, Director             Ali Jenab, Director

                                      S-5
Exhibit 23.1

Consent of Independent Public Accountants

     As independent public  accountants,  we hereby consent to the incorporation
by reference  in this  registration  statement  of our report dated  January 26,
2001, included in Tower Automotive, Inc.'s Form 10-K for the year ended December
31,  2000  and to all  references  to our  Firm  included  in this  registration
statement.

/s/ Arthur Andersen  LLP

Minneapolis, Minnesota
April 27, 2001

                                      s-6
EXHIBIT INDEX

     The following exhibits are filed as a part of the Registration Statement:

Exhibit 4      Tower Automotive, Inc. Long Term Incentive Plan, as Amended

Exhibit 5      Opinion of Varnum, Riddering,  Schmidt & Howlett LLP with respect
               to the legality of the securities being registered

Exhibit 23.1   Consent of Arthur Andersen LLP included on page S-6 hereof

Exhibit 23.2   Consent of Varnum,  Riddering,  Schmidt & Howlett  LLP  (included
               with the opinion filed as Exhibit 5)

Exhibit 24     Power of Attorney - included on page S-5 hereof

                                      S-7
EXHIBIT 4

                             TOWER AUTOMOTIVE, INC.

                            LONG-TERM INCENTIVE PLAN
                             AS AMENDED MAY 25, 1999
TABLE OF CONTENTS

                                                                            Page
ARTICLE 1   ESTABLISHMENT AND PURPOSE OF THE PLAN............................. 1
   1.1      Establishment of the Plan......................................... 1
   1.2      Purpose of the Plan............................................... 1
   1.3      Term of Plan...................................................... 1
ARTICLE 2   DEFINITIONS....................................................... 1
ARTICLE 3   ADMINISTRATION.................................................... 4
   3.1      The Committee..................................................... 4
   3.2      Committee Authority............................................... 4
ARTICLE 4   COMMON STOCK SUBJECT TO THE PLAN.................................. 5
ARTICLE 5   ELIGIBILITY....................................................... 6
ARTICLE 6   STOCK OPTIONS..................................................... 6
   6.1      Options........................................................... 6
   6.2      Grants............................................................ 6
   6.3      Incentive Stock Options........................................... 6
   6.4      Terms of Options.................................................. 6
ARTICLE 7   STOCK APPRECIATION RIGHTS......................................... 9
   7.1      Grant of SARs..................................................... 9
   7.2      Payment of SAR Amount............................................. 9
   7.3      Nontransferability................................................10
ARTICLE 8   PERFORMANCE SHARES................................................10
   8.1      Award of Performance Shares.......................................10
   8.2      Terms and Conditions..............................................10
ARTICLE 9   OTHER STOCK-BASED AWARDS..........................................11
   9.1      Other Awards......................................................11
   9.2      Terms and Conditions..............................................11
ARTICLE 10  TERMINATION OR AMENDMENT OF THE PLAN..............................12
ARTICLE 11  UNFUNDED PLAN.....................................................12
ARTICLE 12  ADJUSTMENT PROVISIONS.............................................12
   12.1     Antidilution......................................................12
   12.2     Change in Control.................................................12
   12.3     Adjustments by Administrator......................................13
ARTICLE 13  GENERAL PROVISIONS................................................13
   13.1     Legend............................................................13
   13.2     No Right to Employment............................................13
   13.3     Withholding of Taxes..............................................13
   13.4     No Assignment of Benefits.........................................14
   13.5     Governing Law.....................................................14
   13.6     Application of Funds..............................................14
   13.7     Rights as a Shareholder...........................................14

                                       i
TOWER AUTOMOTIVE, INC.
                            LONG-TERM INCENTIVE PLAN

                                    ARTICLE 1
                      ESTABLISHMENT AND PURPOSE OF THE PLAN

     1.1  Establishment  of  the  Plan.  Tower  Automotive,   Inc.,  a  Delaware
corporation (the "Company"),  hereby establishes an incentive  compensation plan
to be known as the  "Tower  Automotive,  Inc.  Long-Term  Incentive  Plan"  (the
"Plan"),  as set forth in this document.  The Plan permits the granting of stock
options,  stock  appreciation  rights,  and  other  stock-based  awards  to  key
colleagues of the Company and its subsidiaries,  Directors and Consultants. Upon
approval by the Board of Directors of the Company,  subject to  ratification  by
the affirmative  vote of holders of a majority of shares of the Company's Common
Stock present and entitled to vote at the 1999 Annual  Meeting of  Shareholders,
the Plan shall be effective as of March 1, 1999 (the "Effective Date").

     1.2  Purpose  of the  Plan.  The  purpose  of the  Plan is to  promote  the
long-term success of the Company for the benefit of the Company's  stockholders,
through  stock-based  compensation,  by aligning the personal  interests of Plan
Participants with those of its shareholders.  The Plan is also designed to allow
Plan  Participants to participate in the Company's  future, as well as to enable
the Company to attract, retain and award such individuals.

     1.3 Term of Plan.  No Awards  shall be granted  pursuant  to the Plan on or
after the tenth anniversary of the Effective Date ("Termination Date"), provided
that Awards granted prior to the  Termination  Date may extend beyond that date,
and Cash Payment Rights may be effected  pursuant to the terms of Awards granted
prior to the Termination Date.

                                    ARTICLE 2
                                   DEFINITIONS

     For purposes of this Plan, the following  terms shall have the meanings set
forth below:

     2.1  "Administrator"  shall  mean  the  Board  or  any  of  the  Committees
designated to administer the Plan in accordance with Section 3.1 of the Plan.

     2.2  "Award"  shall mean any award  under this Plan of any  Options,  Stock
Appreciation Rights, Performance Shares or Other Stock-Based Award.

     2.3 "Award  Agreement"  shall mean an agreement  evidencing the grant of an
Award  under  this  Plan.  Awards  under the Plan  shall be  evidenced  by Award
Agreements  that set forth the  details,  conditions  and  limitations  for each
Award, as established by the Administrator and shall be subject to the terms and
conditions of the Plan.

     2.4 "Award Date" shall mean the date that an Award is made, as specified in
an Award Agreement.

                                       1
2.5 "Board" shall mean the Board of Directors of the Company.

     2.6 "Code" shall mean the Internal Revenue Code of 1986, as amended.

     2.7  "Colleague"  shall  mean  any  person  employed  by the  Company  or a
Subsidiary. Neither service as a Director nor the payment of a Director's fee by
the Company shall be sufficient to constitute employment by the Company.

     2.8 "Committee"  shall mean one of the Committees,  as specified in Article
3, appointed by the Board to administer the Plan.

     2.9 "Common  Stock" shall mean the Common Stock,  $.01 par value per share,
of the Company.

     2.10 "Consultant" shall mean any person or entity engaged by the Company or
a Subsidiary to render services to the Company or that Subsidiary.

     2.11 "Director" shall mean a member of the Board.

     2.12  "Disability"  shall mean permanent and total disability as determined
under the rules and guidelines  established by the Committee for purposes of the
Plan.

     2.13 "Fair Market  Value" shall be the closing sale price of the  Company's
Common  Stock on the New York  Stock  Exchange.  If no sale of  shares of Common
Stock is reflected on the New York Stock Exchange on a date, "Fair Market Value"
shall be  determined  according to the closing sale price on the next  preceding
day on which there was a sale of shares of Common  Stock  reflected  on New York
Stock Exchange.

     2.14  "Incentive  Stock  Option" or "ISO"  shall mean an option to purchase
shares of Common  Stock  granted  under  Article  6, which is  designated  as an
Incentive  Stock Option and is intended to meet the  requirements of Section 422
of the Code.

     2.15 "Insider" shall mean a colleague who is an officer (as defined in Rule
16a-1(f) of the Exchange Act) or director of the Company, or holder of more than
ten percent (10%) of its outstanding shares of the Company's Common Stock.

     2.16  "Noncolleague  Director"  shall mean a person who  satisfies  (1) the
definition  of  "Nonemployee  Director"  within  the  meaning  set forth in Rule
16b-3(b)(3),  as  promulgated by the  Securities  and Exchange  Commission  (the
"SEC") under the Securities  Exchange Act of 1934 (the "Exchange  Act"),  or any
successor  definition  adopted by the SEC,  or (2) the  definition  of  "outside
director" within the meaning of Section 162(m) of the Code.

                                       2
2.17 "Nonqualified Stock Option" or "NQSO" shall mean an option to purchase
shares of Common Stock, granted under Article 6, which is not an Incentive Stock
Option.

     2.18  "Option"  means an  Incentive  Stock Option or a  Nonqualified  Stock
Option.

     2.19  "Option  Price" shall mean the price at which a share of Common Stock
may be purchased by a  Participant  pursuant to an Option,  as determined by the
Committee.

     2.20 "Other  Stock-Based Award" shall mean an Award under Article 9 of this
Plan that is valued in whole or in part by  reference  to, or is  payable  in or
otherwise based on, Common Stock.

     2.21 "Participant" shall mean a colleague of the Company or a Subsidiary, a
Director or Consultant who holds an outstanding Award granted under the Plan.

     2.22  "Performance  Shares"  shall mean an Award granted under Article 8 of
this Plan  evidencing the right to receive Common Stock or cash of an equivalent
value at the end of a specified performance period.

     2.23 "Permitted Transferee" means (i) the spouse, children or grandchildren
of a Participant (each an "Immediate Family Member"), (ii) a trust or trusts for
the exclusive  benefit of the  Participant  and/or one or more Immediate  Family
Members, or (iii) a partnership or limited liability company whose only partners
or members are the Participant and/or one or more Immediate Family Members.

     2.24 "Retirement" shall mean the termination of a Participant's  employment
with the Company or a Subsidiary after the Participant attains the age of 55 and
the  Participant  has completed at least ten (10) years of  employment  with the
Company  or  a  Subsidiary  (including  any  predecessor  to  the  Company  or a
Subsidiary).

     2.25 "Stock  Appreciation  Right" or "SAR" shall mean an Award granted to a
Participant under Article 7 of this Plan.

     2.26  "Subsidiary"  shall mean any  corporation  in which the Company  owns
directly,  or indirectly through  subsidiaries,  at least fifty percent (50%) of
the total  combined  voting  power of all classes of stock,  or any other entity
(including,  but not limited to,  partnerships  and joint ventures) in which the
Company owns at least fifty percent (50%) of the combined equity thereof.

     2.27  "Termination  of Service" shall mean the termination of a Colleague's
employment  with  the  Company  or  a  Subsidiary.  A  Colleague  employed  by a
Subsidiary  shall  also be  deemed  to incur a  Termination  of  Service  if the
Subsidiary  ceases to be a Subsidiary and the  Participant  does not immediately
thereafter become a colleague of the Company or another Subsidiary. With respect
to a Participant that is not a Colleague,  Termination of Service shall mean the
termination  of the  person's  service  as a  Director  of the  company  or as a
Consultant to the Company or a Subsidiary.

                                       3
ARTICLE 3
                                 ADMINISTRATION

     3.1 The Committee.  The Plan may be  administered  by different  Committees
with respect to different  groups of Plan  Participants.  To the extent that the
Administrator  determines it to be desirable to qualify Awards granted hereunder
as "performance-based  compensation" within the meaning of Section 162(m) of the
Code, the Plan shall be administered by a committee of two or more Non-Colleague
Directors.  To the extent desirable to qualify transactions  hereunder as exempt
under Rule 16b-3, the transactions contemplated hereunder shall be structured to
satisfy the requirements for exemption under Rule 16b-3.  Other than as provided
above,  the Plan shall be  administered  by (a) the Board,  or (b) a  Committee,
which Committee shall be constituted to satisfy the foregoing conditions.

     3.2  Committee   Authority.   Subject  to  the  Company's   Certificate  of
Incorporation,  Bylaws and the provisions of this Plan, the Administrator  shall
have full  authority  to grant  Awards to key  Colleagues  of the  Company  or a
Subsidiary, as well as Directors and Consultants.  Awards may be granted singly,
in combination,  or in tandem. The authority of the Administrator  shall include
the following:

          (a) To select  the key  colleagues  of the  Company  or a  Subsidiary,
     Directors or Consultants to whom Awards may be granted under the Plan;

          (b)  To  determine   whether  and  to  what  extent   Options,   Stock
     Appreciation  Rights,  Performance Shares and Other Stock-Based  Awards, or
     any combination thereof are to be granted under the Plan;

          (c) To determine the number of shares of Common Stock to be covered by
     each Award;

          (d) To  determine  the terms and  conditions  of any Award  Agreement,
     including, but not limited to, the Option Price, any vesting restriction or
     limitation, any vesting schedule or acceleration thereof, or any forfeiture
     restrictions or waiver  thereof,  regarding any Award and the shares Common
     Stock relating thereto,  based on such factors as the  Administrator  shall
     determine in its sole discretion;

          (e) To determine whether,  to what extent and under what circumstances
     grants of Awards  are to operate on a tandem  basis  and/or in  conjunction
     with or apart  from  other cash  compensation  arrangement  made by Company
     other than under the terms of this Plan;

          (f) To determine under what  circumstances  an Award may be settled in
     cash, Common Stock, or a combination thereof; and

          (g) To determine to what extent and under what circumstances shares of
     Common  Stock and other  amounts  payable with respect to an Award shall be
     deferred.

                                       4
The Administrator  shall have the authority to adopt, alter and repeal such
administrative  rules,  guidelines and practices governing the Plan as it shall,
from time to time, deem advisable,  to interpret the terms and provisions of the
Plan and any Award issued under the Plan (including any Award  Agreement) and to
otherwise  supervise  the  administration  of the Plan.  A  majority  of the any
Committee shall  constitute a quorum,  and the acts of a majority of a quorum at
any  meeting,  or acts  reduced to or  approved  in writing by a majority of the
members  of any  Committee,  shall  be the  valid  acts  of any  Committee.  The
interpretation  and  construction by any Committee of any provisions of the Plan
or any Award granted under the Plan shall be final and binding upon the Company,
the Board and  Participants,  including their  respective  heirs,  executors and
assigns.  No member of the Board or any Committee shall be liable for any action
or determination made in good faith with respect to the Plan or an Award granted
hereunder.  Notwithstanding  the  foregoing,  without the prior  approval of the
Company's  shareholders,  neither the Committee nor the Board of Directors shall
have the  authority to lower the option  exercise  price of  previously  granted
Awards,  whether by means of the amendment of previously  granted  Awards or the
replacement or regrant, through cancellation, of previously granted Awards.

                                    ARTICLE 4
                        COMMON STOCK SUBJECT TO THE PLAN

     Subject to adjustment as provided in Section  12.1,  the maximum  aggregate
number of shares of Common Stock which may be issued under this Plan,  which may
be  either  unauthorized  and  unissued  Common  Stock or  issued  Common  Stock
reacquired by the Company  ("Plan  Shares")  shall be three million  (3,000,000)
Shares.

     Determinations  as to the number of Plan Shares that remain  available  for
issuance  under  the Plan  shall  be made in  accordance  with  such  rules  and
procedures as the  Administrator  shall determine from time to time. If an Award
expires unexercised or is forfeited, cancelled, terminated or settled in cash in
lieu of Common Stock, the shares of Common Stock that were  theretofore  subject
(or  potentially  subject)  to such Award may again be made  subject to an Award
Agreement. In addition,  Shares from the following sources shall be added to the
number of Plan Shares  available for issuance  under the Plan: (1) any Shares of
the  Company's  Common Stock  surrendered  in payment of the  exercise  price of
Options or to pay the tax withholding  obligations incurred upon the exercise of
Options;  and (2) Options  withheld to pay the exercise price or tax withholding
obligations incurred upon the exercise of Options.

                                       5
ARTICLE 5
                                   ELIGIBILITY

     The persons who shall be eligible to receive Awards under the Plan shall be
selected by the Administrator from time to time. In making such selections,  the
Administrator  shall  consider  the  nature  of the  services  rendered  by such
persons,  their present and potential  contribution to the Company's success and
the  success of the  particular  Subsidiary  or division of the Company by which
they are employed or to whom they provide  services,  and such other  factors as
the  Administrator in its discretion shall deem relevant.  Participants may hold
more than one Award,  but only on the terms and subject to the  restrictions set
forth in the Plan and their  respective  Award  Agreements.  No Participant  may
receive  Awards under the Plan covering more than  twenty-five  percent (25%) of
Plan Shares.

                                    ARTICLE 6
                                  STOCK OPTIONS

     6.1  Options.  Options may be granted  alone or in addition to other Awards
granted under this Plan.  Each Option granted under this Plan shall be either an
Incentive Stock Option (ISO) or a Nonqualified Stock Option (NQSO).

     6.2 Grants.  The  Administrator  shall have the  authority  to grant to any
Participant one or more Incentive Stock Options,  Nonqualified Stock Options, or
both types of  Options.  To the extent  that any Option  does not  qualify as an
Incentive Stock Option (whether  because of its provisions or the time or manner
of its exercise or otherwise), such Option or the portion thereof which does not
qualify shall constitute a separate Nonqualified Stock Option.

     6.3  Incentive  Stock  Options.  Anything  in  the  Plan  to  the  contrary
notwithstanding,  no term of this Plan relating to Incentive Stock Options shall
be  interpreted,  amended or  altered,  nor shall any  discretion  or  authority
granted  under the Plan be so  exercised,  so as to  disqualify  the Plan  under
Section 422 of the Code, or, without the consent of the  Participants  affected,
to disqualify  any  Incentive  Stock Option under such Section 422. An Incentive
Stock  Option shall not be granted to an  individual  who, on the date of grant,
owns stock  possessing  more than ten percent (10%) of the total combined voting
power of all classes of stock of the Company.  The aggregate  Fair Market Value,
determined on the Award Date of the shares of Common Stock with respect to which
one or more Incentive Stock Options (or other incentive stock options within the
meaning of Section 422 of the Code, under all other option plans of the Company)
granted on or after January 1, 1987,  that are exercisable for the first time by
a Participant during any calendar year shall not exceed the $100,000  limitation
imposed by Section 422(d) of the Code.

     6.4 Terms of Options.  Options granted under the Plan shall be evidenced by
Award  Agreements  in such form as the  Administrator  shall,  from time to time
approve, which Agreement shall comply with and be subject to the following terms
and conditions:

                                       6
(a)  Option  Price.  The  Option  Price  per  share  of  Common  Stock
     purchasable  under an Option shall be  determined  by the  Committee at the
     time of grant but shall be not less than one hundred  percent (100%) of the
     Fair Market Value of the Common Stock at the Award Date.

          (b)  Option  Term.  The  term of each  Option  shall  be  fixed by the
     Administrator,  provided  that no  Option  that has been  designated  as an
     Incentive Stock Option shall be exercisable  more than ten (10) years after
     the date the Option is granted.

          (c)  Exercisability.  Except as  provided in Section  12.2,  no Option
     shall be  exercisable  in  either  in whole or in part  prior to the  first
     anniversary of the Award Date.  Thereafter,  an Option shall be exercisable
     at such time or times and subject to such terms and  conditions as shall be
     determined by the  Administrator  and set forth in the Award Agreement.  If
     the  Administrator   provides  that  any  Option  is  exercisable  only  in
     installments,  the  Administrator  may at any time waive  such  installment
     exercise  provisions,  in whole or in part,  based on such  factors  as the
     Administrator may determine.

          (d) Method of Exercise.  Subject to whatever  installment exercise and
     waiting period provisions apply under subsection (c) above,  Options may be
     exercised in whole or in part at any time during the term of the Option, by
     giving written  notice of exercise to the Company  specifying the number of
     shares to be purchased. Such notice shall be accompanied by payment in full
     of the  purchase  price  in such  form  as the  Administrator  may  accept.
     Notwithstanding  the  foregoing,  an Option shall not be  exercisable  with
     respect to less than 100 shares of Common Stock unless the remaining shares
     covered  by an  Option  are fewer  than 100  shares.  If and to the  extent
     determined by the  Administrator  in its sole discretion at or after grant,
     payment  in full or in part may also be made in the  form of  Common  Stock
     owned by the Participant (and for which the Participant has good title free
     and clear of any liens and  encumbrances  and with respect to any shares of
     Common Stock acquired upon the exercise of an Option,  has been held by the
     Optionee  for a  period  of at least  six (6)  consecutive  months),  or by
     reduction in the number of shares  issuable  upon such exercise  based,  in
     each case, on the Fair Market Value of the Common Stock on the last trading
     date  preceding  payment as determined by the  Administrator.  No shares of
     stock shall be issued  until  payment has been made.  A  Participant  shall
     generally  have the rights to dividends  or other  rights of a  shareholder
     with  respect to shares  subject to the Option  when the person  exercising
     such option has given written notice of exercise,  has paid for such shares
     as  provided  herein,  and,  if  requested,  has given  the  representation
     described in Section 13.1 of the Plan.

          (e)  Transferability of Options.  No Option may be sold,  transferred,
     pledged,  assigned,  or otherwise alienated or hypothecated,  other than by
     will or by the laws of descent and  distribution,  provided,  however,  the
     Administrator  may,  in its  discretion,  authorize  all or a portion  of a
     Nonqualified Stock Option to be granted to an optionee to be on terms which
     permit transfer by such optionee to a Permitted  Transferee,  provided that
     (i) there may be no  consideration  for any such  transfer  (other than the
     receipt of or interest in a family

                                       7
partnership or limited liability company),  (ii) the stock option agreement
     pursuant  to  which  such  options  are  granted  must be  approved  by the
     Administrator,  and must expressly provide for  transferability in a manner
     consistent  with this Section  6.4(e),  and (iii)  subsequent  transfers of
     transferred  options  shall be prohibited  except those in accordance  with
     Section 6.4(h).  Following transfer,  any such options shall continue to be
     subject to the same terms and  conditions  as were  applicable  immediately
     prior to transfer. The events of termination of service of Sections 6.4(f),
     (g) and (h) hereof,  and the tax  withholding  obligations  of Section 12.3
     shall  continue  to be  applied  with  respect  to the  original  optionee,
     following   which  the  options  shall  be  exercisable  by  the  Permitted
     Transferee  only to the extent,  and for the periods  specified in Sections
     6(f), (g), and (h). The Company shall not be obligated to notify  Permitted
     Transferee(s) of the expiration or termination of any option.  Further, all
     Options shall be exercisable during the Participant's lifetime only by such
     Participant and, in the case of a Nonqualified Stock Option, by a Permitted
     Transferee.  The  designation  of a person  entitled  to exercise an Option
     after a person's death will not be deemed a transfer.

          (f)  Termination  of  Service  for  Reasons  other  than   Retirement,
     Disability, or Death. Upon termination of Service for any reason other than
     Retirement or on account of  Disability  or death,  each Option held by the
     Participant  shall,  to the extent  rights to  purchase  shares  under such
     Option have  accrued at the date of such  Termination  of Service and shall
     not have been fully exercised, be exercisable,  in whole or in part, at any
     time for a period of no more than three (3) months following Termination of
     Service,  subject, however, to prior expiration of the term of such Options
     and any other  limitations on the exercise of such Options in effect at the
     date of exercise. Whether an authorized leave of absence or absence because
     of military or governmental service shall constitute Termination of Service
     for  such  purposes  shall  be  determined  by  the  Administrator,   which
     determination shall be final and conclusive.

          (g)  Termination  of  Service  for  Retirement  or  Disability.   Upon
     Termination of Service by reason of Retirement or  Disability,  each Option
     held by such  Participant  shall,  to the extent rights to purchase  shares
     under the Option have accrued at the date of such  Retirement or Disability
     and shall not have been fully exercised,  remain exercisable in whole or in
     part,  for a period  of not  greater  than  two (2)  years  following  such
     Termination of Service,  subject, however, to prior expiration according to
     its terms and other  limitations  imposed by the Plan.  If the  Participant
     dies after such Retirement or Disability,  the Participant's  Options shall
     be exercisable in accordance with Section 6.4(h) below.

          (h) Termination of Service for Death.  Upon Termination of Service due
     to death,  each Option held by such  Participant  or  Permitted  Transferee
     shall,  to the extent  rights to purchase  shares  under the  Options  have
     accrued  at the date of death and shall not have been fully  exercised,  be
     exercisable,  in whole or in part,  by the personal  representative  of the
     estate of the  Participant  or  Permitted  Transferee  or by any  person or
     persons who shall have acquired the Option directly from the Participant or
     Permitted  Transferee  by bequest or  inheritance  only under the following
     circumstances and during the following periods: (i) if

                                       8
the Participant dies while providing service to the Company or a Subsidiary
     as a Colleague,  Director or Consultant, at any time within a period of not
     greater than two (2) years after his death, or (ii) if the Participant dies
     during  the  extended  exercise  period  following  Termination  of Service
     specified in Section 6.4(g), at any time within the longer of such extended
     period or for a period of not more than  twelve (12)  months  after  death,
     subject,  however,  in any case, to the prior expiration of the term of the
     Option and any other limitation on the exercise of such Option in effect at
     the date of exercise.

          (i)  Termination of Options.  Any Option that is not exercised  within
     whichever of the exercise periods specified in Sections 6.4(f),  (g) or (h)
     is applicable shall terminate upon expiration of such exercise period.

          (j) Purchase and Settlement  Provisions.  The Administrator may at any
     time offer to purchase an Option  previously  granted,  based on such terms
     and conditions as the Administrator  shall establish and communicate to the
     Participant  at the time that such offer is made. In addition,  if an Award
     Agreement  so  provides  at the Award Date or is  thereafter  amended to so
     provide,  the  Administrator  may require that all or part of the shares of
     Common Stock to be issued with respect to the exercise of an Option,  in an
     amount not  greater  than the Fair  Market  Value of the shares  that is in
     excess of the aggregate Option Price, take the form of Performance  Shares,
     which  shall be  valued  on the date of  exercise  on the basis of the Fair
     Market Value of such Performance  Shares  determined  without regard to the
     deferral limitations and/or forfeiture restrictions involved.

                                    ARTICLE 7
                            STOCK APPRECIATION RIGHTS

     7.1  Grant  of SARs.  The  Administrator  may  approve  the  grant of Stock
Appreciation  Rights  ("SARs")  that are related to Options  only.  A SAR may be
granted only at the time of grant of the related Option.  A SAR will entitle the
holder of the  related  Option,  upon  exercise of the SAR,  to  surrender  such
Option,  or any portion thereof to the extent  unexercised,  with respect to the
number of shares as to which such SAR is exercised, and to receive payment of an
amount  computed  pursuant  to Section  7.2.  Such  Option  will,  to the extent
surrendered, then cease to be exercisable. Subject to Section 7.4, a SAR granted
hereunder will be exercisable at such time or times, and only to the extent that
a related  Option is  exercisable,  and will not be  transferable  except to the
extent that such related Option may be transferable.

     7.2 Payment of SAR Amount.  Upon the exercise of a SAR, a Participant shall
be  entitled to receive  payment  from the  Company in an amount  determined  by
multiplying  (i) the  difference  between  the Fair  Market  Value of a share of
Common Stock on the date of exercise over the Option  Price,  by (ii) the number
of shares of Common  Stock with  respect to which the SAR is  exercised.  At the
discretion  of the  Committee,  the payment upon SAR exercise may be in cash, in
shares of Common Stock of equivalent value, or in some combination thereof.

                                       9
7.3 Nontransferability. No SAR may be sold, transferred, pledged, assigned,
or  otherwise  alienated or  hypothecated,  other than by will or by the laws of
descent and  distribution.  Further,  all SARs shall be exercisable,  during the
Participant's lifetime, only by such Participant.

                                    ARTICLE 8
                               PERFORMANCE SHARES

     8.1 Award of Performance  Shares.  Performance Shares may be awarded either
alone or in addition to other Awards granted under this Plan. The  Administrator
shall  determine  the  eligible  persons  to whom and the time or times at which
Performance  Shares  shall be awarded,  the number of  Performance  Shares to be
awarded to any person,  the  duration of the period (the  "Performance  Period")
during which, and the conditions under which,  receipt of the Performance Shares
will be deferred, and the other terms and conditions of the Award in addition to
those set forth in  Section  8.2,  as  specified  in the  Award  Agreement.  The
Administrator may condition the grant of Performance Shares upon the achievement
of specific business objectives,  measurements of individual or business unit or
Company  performance,  or such other  factors or criteria  as the  Administrator
shall determine.  The provisions of the award of Performance  Shares need not be
the same  with  respect  to each  Participant,  and such  Awards  to  individual
Participants need not be the same in subsequent years.

     8.2 Terms and  Conditions.  Performance  Shares  awarded  pursuant  to this
Article 8 shall be subject to the following terms and conditions:

          (a) Nontransferability. Subject to the provisions of this Plan and the
     related  Award  Agreement,  Performance  Shares may not be sold,  assigned,
     transferred, pledged or otherwise encumbered during the Performance Period.
     At the expiration of the Performance Period,  share certificates or cash of
     an  equivalent  value  (as the  Administrator  may  determine  in its  sole
     discretion)   shall  be  delivered  to  the   Participant,   or  his  legal
     representative,  in a  number  equal to the  shares  covered  by the  Award
     Agreement.

          (b) Dividends. Unless otherwise determined by the Administrator at the
     time of Award,  amounts  equal to any cash  dividends  declared  during the
     Performance  Period  with  respect to the number of shares of Common  Stock
     covered by a Performance Share Award will not be paid to the Participant.

          (c) Termination of Employment.  Subject to the provisions of the Award
     Agreement  and this Article 8, upon  Termination  of Service for any reason
     during the Performance  Period for a given Award, the Performance Shares in
     question  will  vest or be  forfeited  in  accordance  with the  terms  and
     conditions established by the Administrator at or after grant.

          (d) Accelerated  Vesting.  Based on service,  performance  and/or such
     other factors or criteria as the  Administrator may determine and set forth
     in the Award Agreement, the

                                       10
Administrator may, at or after grant,  accelerate the vesting of all or any
     part  of  any  award  of  Performance  Shares  and/or  waive  the  deferral
     limitations for all or any part of such Award.

                                    ARTICLE 9
                            OTHER STOCK-BASED AWARDS

     9.1 Other  Awards.  Other  Awards of Common Stock and other Awards that are
valued in whole or in part by reference to, or are payable in or otherwise based
on, Common Stock ("Other Stock-Based Awards"), may be granted either alone or in
addition to or in tandem with Options,  SARs, or Performance Shares.  Subject to
the provisions of this Plan, the Administrator shall have authority to determine
the  persons to whom and the time or times at which such  Awards  shall be made,
the number of shares of Common Stock to be awarded pursuant to such awards,  and
all other conditions of the Awards.  The  Administrator may also provide for the
grant of Common  Stock  under such  Awards  upon the  completion  of a specified
performance  period.  The provisions of Other Stock-Based Awards need not be the
same with respect to each Participant and such Awards to individual Participants
need not be the same in subsequent years.

     9.2 Terms and Conditions.  Other  Stock-Based  Awards made pursuant to this
Article 9 shall be set forth in an Award  Agreement  and shall be subject to the
following terms and conditions:

          (a) Nontransferability. Subject to the provisions of this Plan and the
     Award  Agreement,  shares of Common Stock subject to Awards made under this
     Article 9 may not be sold,  assigned,  transferred,  pledged,  or otherwise
     encumbered prior to the date on which the shares are issued,  or, if later,
     the date on which  any  applicable  restriction,  performance  or  deferral
     period lapses.

          (b) Dividends. Unless otherwise determined by the Administrator at the
     time of  Award,  subject  to the  provisions  of this  Plan  and the  Award
     Agreement, the recipient of an Award under this Article 9 shall be entitled
     to receive,  currently  or on a deferred  stock  basis,  dividends or other
     distributions  with respect to the number of shares of Common Stock covered
     by the Award.

          (c)  Vesting.  Any Award  under this  Article 9 and any  Common  Stock
     covered  by any such  Award  shall  vest or be  forfeited  to the extent so
     provided in the Award Agreement, as determined by the Administrator, in its
     sole discretion.

          (d)  Waiver  of  Limitation.   In  the  event  of  the   Participant's
     Retirement,  Disability or death, or in cases of special circumstances, the
     Administrator may, in its sole discretion, waive in whole or in part any or
     all of the  limitations  imposed  hereunder (if any) with respect to any or
     all of an Award under this Article 9.

          (e) Price.  Common  Stock  issued or sold under this  Article 9 may be
     issued  or sold  for no cash  consideration  or such  consideration  as the
     Administrator shall determine and specify in the Award Agreement.

                                       11
ARTICLE 10
                      TERMINATION OR AMENDMENT OF THE PLAN

     The Board may at any time amend,  discontinue or terminate this Plan or any
part  thereof  (including  any  amendment  deemed  necessary  to ensure that the
Company  may  comply  with any  applicable  regulatory  requirement);  provided,
however,  that,  unless  otherwise  required by law, the rights of a Participant
with  respect  to Awards  granted  prior to such  amendment,  discontinuance  or
termination,  may not be impaired  without the consent of such  Participant and,
provided  further,  without  the  approval  of the  Company's  shareholders,  no
amendment may be made which would (i) increase the aggregate number of shares of
Common  Stock that may be issued under this Plan (except by operation of Article
4 or of Section 12.1); (ii) decrease the option price of any Option to less than
one hundred  percent (100%) of the Fair Market Value on the date of grant for an
Option;  or (iii) extend the maximum  option period under Section  6.4(b) of the
Plan. The Administrator  may amend the terms of any Award  theretofore  granted,
prospectively or retroactively,  but, subject to Section 12.2, no such amendment
or other action by the Administrator  shall impair the rights of any Participant
without  the  Participant's  consent.  Awards may not be granted  under the Plan
after the  Termination  Date, but Awards granted prior to such date shall remain
in effect or become exercisable pursuant to their respective terms and the terms
of this Plan.

                                   ARTICLE 11
                                  UNFUNDED PLAN

     This Plan is intended to constitute  an  "unfunded"  plan for incentive and
deferred compensation. With respect to any payment not yet made to a Participant
by the Company,  nothing  contained  herein shall give any such  Participant any
rights that are greater than those of a general creditor of the Company.

                                   ARTICLE 12
                              ADJUSTMENT PROVISIONS

     12.1  Antidilution.  Subject to the  provisions  of this Article 12, if the
outstanding shares of Common Stock are increased,  decreased, or exchanged for a
different number or kind of shares or other securities,  or if additional shares
or new or different  shares or other  securities are distributed with respect to
such shares of Common Stock or other securities,  through merger, consolidation,
sale of all or substantially  all of the assets of the Company,  reorganization,
recapitalization,  reclassification,  stock dividend, stock split, reverse stock
split or other distribution with respect to such shares of Common Stock or other
securities,  an appropriate and proportionate  adjustment may be made in (i) the
maximum  number and kind of shares  provided in Article 4 of the Plan,  (ii) the
number and kind of shares or other  securities  subject to the then  outstanding
Awards, and (iii) the price for each share or other unit of any other securities
subject to the then outstanding Awards.

     12.2 Change in Control.  Notwithstanding  Section 12.1, upon dissolution or
liquidation of the Company,  or upon a reorganization,  merger, or consolidation
of the Company with one or

                                       12
more  corporations  as a  result  of  which  the  Company  is not the  surviving
corporation,  or upon the sale of all or  substantially  all the  assets  of the
Company,  all Awards then  outstanding  under the Plan will be fully  vested and
exercisable and all restrictions will immediately  cease,  unless provisions are
made in connection with such transaction for the continuance of the Plan and the
assumption  of or the  substitution  for such Awards of new Awards  covering the
stock of a successor employer  corporation,  or a parent or subsidiary  thereof,
with appropriate adjustments as to the number and kind of shares and prices.

     12.3 Adjustments by Administrator. Any adjustments pursuant to this Article
12 will be made by the Administrator, whose determination as to what adjustments
will be made and the extent thereof will be final,  binding, and conclusive.  No
fractional  interest  will be  issued  under  the  Plan on  account  of any such
adjustments. Only cash payments will be made in lieu of fractional shares.

                                   ARTICLE 13
                               GENERAL PROVISIONS

     13.1 Legend.  The  Administrator  may require each person purchasing shares
pursuant to an Award under the Plan to  represent  to and agree with the Company
in writing  that the  Participant  is  acquiring  the  shares  without a view to
distribution  thereof.  In  addition to any legend  required  by this Plan,  the
certificates  for such  shares may include  any legend  which the  Administrator
deems appropriate to reflect any restrictions on transfer.

     All  certificates for shares of Common Stock delivered under the Plan shall
be  subject  to  such  stock  transfer  orders  and  other  restrictions  as the
Administrator  may  deem  advisable  under  the  rules,  regulations  and  other
requirements of the Securities and Exchange Commission,  any stock exchange upon
which the Stock is then listed,  any applicable Federal or state securities law,
and any applicable  corporate law, and the  Administrator  may cause a legend or
legends to be put on any such certificates to make appropriate reference to such
restrictions.

     13.2 No Right to  Employment.  Neither this Plan nor the grant of any Award
hereunder  shall give any  Participant or other colleague any right with respect
to continuance of employment by the Company or any  Subsidiary,  nor shall there
be a  limitation  in any way on the right of the  Company or any  Subsidiary  by
which a colleague is employed to terminate his or her employment at any time.

     13.3  Withholding of Taxes. The Company shall have the right to deduct from
any payment to be made pursuant to this Plan, or to otherwise require,  prior to
the  issuance or  delivery  of any shares of Common  Stock or the payment of any
cash hereunder, payment by the Participant of, any Federal, state or local taxes
required  by  law  to  be  withheld.   Unless   otherwise   prohibited   by  the
Administrator,  each Participant may satisfy any such withholding tax obligation
by any of the following means or by a combination of such means: (a) tendering a
cash payment;  (b) authorizing the Company to withhold from the shares otherwise
issuable to the  Participant a number of shares having a Fair Market Value as of
the "Tax  Date,"  less  than or  equal  to the  amount  of the  withholding  tax
obligation;  or (c) delivering to the Company  unencumbered  shares owned by the
Participant

                                       13
having a Fair Market Value, as of the Tax Date, less than or equal to the amount
of the  withholding  tax  obligation.  The "Tax Date" shall be the date that the
amount of tax to be withheld is determined.

     13.4 No  Assignment of Benefits.  No Award or other  benefit  payable under
this Plan shall, except as otherwise specifically transfer,  provided by law, be
subject in any manner to anticipation,  alienation,  attachment, sale, transfer,
assignment,  pledge,  encumbrance  or charge,  and any  attempt  to  anticipate,
alienate,  attach, sell, transfer,  assign, pledge, encumber or charge, any such
benefits  shall be void,  and any such benefit shall not in any manner be liable
for or subject to the debts, contracts, liabilities, engagements or torts of any
person  who  shall be  entitled  to such  benefit,  nor shall it be  subject  to
attachment or legal process for or against such person.

     13.5  Governing  Law. This Plan and actions  taken in  connection  herewith
shall be governed and construed in accordance with the laws and in the courts of
the state of Delaware.

     13.6  Application of Funds.  The proceeds  received by the Company from the
sale of shares of Common Stock  pursuant to Awards  granted under this Plan will
be used for general corporate purposes.

     13.7  Rights as a  Shareholder.  Except as  otherwise  provided in an Award
Agreement,  a Participant  shall have no rights as a shareholder  of the Company
until he or she becomes the holder of record of Common Stock.

::ODMA\PCDOCS\GRR\250356\2

                                       14
EXHIBIT 5

                                 April 27, 2001

Tower Automotive, Inc.
5211 Cascade Road, SE
Grand Rapids, Michigan  49546

  Re:  Registration Statement on Form S-8 Relating to the Tower Automotive, Inc.
       Long Term Incentive Plan, as Amended (the "Plan")

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,  3,000,000  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 3,000,000 shares covered
by the Registration  Statement,  when issued pursuant to the Plan, at the prices
described in the Registration Statement but not less than the par value thereof,
and upon  delivery of such shares and payment  therefor in  accordance  with the
terms  stated  in the  Plans 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 & HOWLETTLLP

                   /s/ Varnum, Riddering, Schmidt & HowlettLLP