<PAGE>



              ---------------------------------------------------------



                                 GUARANTEE AGREEMENT


                                Tower Automotive, Inc.

                                         and

                          The First National Bank of Chicago


                       Relating to the Preferred Securities of

                            Tower Automotive Capital Trust


                               Dated as of June 9, 1998


              ---------------------------------------------------------


<PAGE>

                               CROSS REFERENCE TABLE *

<TABLE>
<CAPTION>

SECTION OF TRUST                                                           SECTION OF
INDENTURE ACT OF                                                            GUARANTEE
1939, AS AMENDED                                                            AGREEMENT
----------------                                                           ----------
<S>                                                                     <C>
310(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.1(a)
310(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4.1(c), 2.8
310(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inapplicable
311(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.2(b)
311(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.2(b)
311(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inapplicable
312(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.2(a)
312(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.2(b)
313. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2.3
314(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2.4
314(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inapplicable
314(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2.5
314(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inapplicable
314(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1.1, 2.5, 3.2
314(f) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3.2
315(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.1(d)
315(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2.7
315(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3.1
315(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.1(d)
316(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1.1, 2.6, 5.4
316(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5.3
317(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inapplicable
317(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inapplicable
318(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.1(b)
318(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2.1
318(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.1(a)
</TABLE>

-----------------------
(*)  This Cross-Reference Table does not constitute part of the
     Guarantee Agreement and shall not affect the interpretation of
     any of its terms or provisions.

<PAGE>

                                  TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
ARTICLE 1
     DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
     SECTION 1.1  DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . 2

ARTICLE 2
     TRUST INDENTURE ACT . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
     SECTION 2.1  TRUST INDENTURE ACT; APPLICATION . . . . . . . . . . . . . . 4
     SECTION 2.2  LIST OF HOLDERS. . . . . . . . . . . . . . . . . . . . . . . 4
     SECTION 2.3  REPORTS BY THE GUARANTEE TRUSTEE . . . . . . . . . . . . . . 5
     SECTION 2.4  PERIODIC REPORTS TO GUARANTEE TRUSTEE. . . . . . . . . . . . 5
     SECTION 2.5  EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT . . . . . . 5
     SECTION 2.6  EVENTS OF DEFAULT; WAIVER. . . . . . . . . . . . . . . . . . 5
     SECTION 2.7  EVENT OF DEFAULT; NOTICE . . . . . . . . . . . . . . . . . . 5
     SECTION 2.8  CONFLICTING INTERESTS. . . . . . . . . . . . . . . . . . . . 6

ARTICLE 3
     POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE. . . . . . . . . . . . 6
     SECTION 3.1  POWERS AND DUTIES OF THE GUARANTEE TRUSTEE . . . . . . . . . 6
     SECTION 3.2  CERTAIN RIGHTS OF GUARANTEE TRUSTEE. . . . . . . . . . . . . 7
     SECTION 3.3  INDEMNITY. . . . . . . . . . . . . . . . . . . . . . . . . . 9

ARTICLE 4
     GUARANTEE TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
     SECTION 4.1  GUARANTEE TRUSTEE; ELIGIBILITY . . . . . . . . . . . . . . . 9
     SECTION 4.2  APPOINTMENT, REMOVAL AND RESIGNATION OF THE GUARANTEE
          TRUSTEE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10

ARTICLE 5
     GUARANTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11
     SECTION 5.1  GUARANTEE. . . . . . . . . . . . . . . . . . . . . . . . . .11
     SECTION 5.2  WAIVER OF NOTICE AND DEMAND. . . . . . . . . . . . . . . . .11
     SECTION 5.3  OBLIGATIONS NOT AFFECTED . . . . . . . . . . . . . . . . . .11
     SECTION 5.4  RIGHTS OF HOLDERS. . . . . . . . . . . . . . . . . . . . . .12
     SECTION 5.5  GUARANTEE OF PAYMENT . . . . . . . . . . . . . . . . . . . .12
     SECTION 5.6  SUBROGATION. . . . . . . . . . . . . . . . . . . . . . . . .12
     SECTION 5.7  INDEPENDENT OBLIGATIONS. . . . . . . . . . . . . . . . . . .13


                                      i

<PAGE>

ARTICLE 6
     COVENANTS AND SUBORDINATION . . . . . . . . . . . . . . . . . . . . . . .13
     SECTION 6.1  SUBORDINATION. . . . . . . . . . . . . . . . . . . . . . . .13
     SECTION 6.2  CERTAIN COVENANTS OF THE GUARANTOR . . . . . . . . . . . . .13

ARTICLE 7
     TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14
     SECTION 7.1  TERMINATION. . . . . . . . . . . . . . . . . . . . . . . . .14

ARTICLE 8 
     MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .15
     SECTION 8.1  SUCCESSORS AND ASSIGNS . . . . . . . . . . . . . . . . . . .15
     SECTION 8.2  AMENDMENTS . . . . . . . . . . . . . . . . . . . . . . . . .15
     SECTION 8.3  NOTICES. . . . . . . . . . . . . . . . . . . . . . . . . . .15
     SECTION 8.4  BENEFIT. . . . . . . . . . . . . . . . . . . . . . . . . . .16
     SECTION 8.5  INTERPRETATION . . . . . . . . . . . . . . . . . . . . . . .16
     SECTION 8.6  GOVERNING LAW. . . . . . . . . . . . . . . . . . . . . . . .17
</TABLE>

                                      ii

<PAGE>

                                 GUARANTEE AGREEMENT


       This GUARANTEE AGREEMENT, dated as of June 9, 1998, is executed and 
delivered by Tower Automotive, Inc., a Delaware corporation (the 
"Guarantor"), and The First National Bank of Chicago, a national banking 
association, as trustee (the "Guarantee Trustee"), for the benefit of the 
Holders (as defined herein) from time to time of the Preferred Securities (as 
defined herein) of Tower Automotive Capital Trust, a Delaware statutory 
business trust (the "Issuer").

       WHEREAS, pursuant to an Amended and Restated Declaration of Trust (the 
"Declaration"), dated as of June 9, 1998, among the Trustees named therein, 
the Guarantor, as Depositor, and the Holders from time to time of undivided 
beneficial interests in the assets of the Issuer, the Issuer is issuing 
5,175,000 of its 6 3/4% Convertible Trust Preferred Securities (liquidation 
preference $50 per preferred security) (the "Preferred Securities") 
representing preferred undivided beneficial interests in the assets of the 
Issuer and having the terms set forth in the Declaration;

       WHEREAS, the Preferred Securities will be issued by the Issuer and the 
proceeds thereof, together with the proceeds from the issuance of the 
Issuer's Common Securities (as defined herein), will be used to purchase the 
Debentures (as defined in the Declaration) of the Guarantor which will be 
deposited with The First National Bank of Chicago, as Property Trustee under 
the Declaration, as trust assets;

       WHEREAS, as incentive for the Holders to purchase Preferred 
Securities, the Guarantor desires irrevocably and unconditionally to agree, 
to the extent set forth herein, to pay to the Holders of the Preferred 
Securities the Guarantee Payments (as defined herein) and to make certain 
other payments on the terms and conditions set forth herein; and

       WHEREAS, the Guarantor is also executing and delivering a guarantee 
agreement (the "Common Securities Guarantee") in substantially identical 
terms to this Guarantee for the benefit of the holders of the Common 
Securities (as defined herein), except that if an event of default (as 
defined in the Subordinated Indenture (as defined herein)), has occurred and 
is continuing, the rights of holders of the Common Securities to receive 
Guarantee Payments (as defined in the Common Securities Guarantee) under the 
Common Securities Guarantee shall be subordinated to the rights of Holders of 
Preferred Securities to receive Guarantee Payments (as defined herein) under 
this Guarantee.

       NOW, THEREFORE, in consideration of the purchase by each Holder of 
Preferred Securities, which purchase the Guarantor hereby agrees shall 
benefit the Guarantor, the Guarantor executes and delivers this Guarantee 
Agreement for the benefit of the Holders from time to time of the Preferred 
Securities.


                                      1

<PAGE>

                                      ARTICLE 1
                                     DEFINITIONS

              SECTION 1.1     DEFINITIONS.  As used in this Guarantee 
Agreement, the terms set forth below shall, unless the context otherwise 
requires, have the following meanings.  Capitalized or otherwise defined 
terms used but not otherwise defined herein shall have the meanings assigned 
to such terms in the Declaration as in effect on the date hereof.

       "Affiliate" of any specified Person means any other Person directly or 
indirectly controlling or controlled by or under direct common control with 
such specified Person, provided, however, that an Affiliate of the Guarantor 
shall not be deemed to include the Issuer.  For the purposes of this 
definition, "control" when used with respect to any specified Person means 
the power to direct the management and policies of such Person, directly or 
indirectly, whether through the ownership of voting securities, by contract 
or otherwise; and the terms "controlling" and "controlled" have meanings 
correlative to the foregoing.

       "Common Securities" means the securities representing common 
beneficial interests in the assets of the Issuer.

       "Common Stock" shall mean the Common Stock, par value $0.01 per share, 
of the Guarantor.

       "Event of Default" means a default by the Guarantor on any of its 
payment or other obligations under this Guarantee Agreement; provided, 
however, that except with respect to a default in payment of any Guarantee 
Payments, the Guarantor shall have received written notice of default and 
shall not have cured such default within 60 days after receipt of such notice.

       "Guarantee Payments" means the following payments or distributions, 
without duplication, with respect to the Preferred Securities, to the extent 
not paid or made by or on behalf of the Issuer:  (i) any accumulated and 
unpaid Distributions (as defined in the Declaration) required to be paid on 
the Preferred Securities, to the extent the Issuer shall have funds on hand 
available therefor at such time, (ii) the redemption price, including all 
accrued and unpaid Distributions to the date of redemption (the "Redemption 
Price"), with respect to the Preferred Securities called for redemption by 
the Issuer to the extent the Issuer shall have funds on hand available 
therefor, and (iii) upon a voluntary or involuntary dissolution of the 
Issuer, unless Debentures are distributed to the Holders, the lesser of (a) 
the aggregate of the liquidation preference of $50 per Preferred Security 
plus accrued and unpaid Distributions on the Preferred Securities to the date 
of payment to the extent the Issuer shall have funds on hand available to 
make such payment and (b) the amount of assets of the Issuer remaining 
available for distribution to Holders in dissolution of the Issuer (in either 
case, the "Stockholder Distribution").


                                      2

<PAGE>

       "Guarantee Trustee" means The First National Bank of Chicago, until a 
Successor Guarantee Trustee has been appointed and has accepted such 
appointment pursuant to the terms of this Guarantee Agreement and thereafter 
means each such Successor Guarantee Trustee.

       "Holder" means any holder, as registered on the books and records of 
the Issuer, of any Preferred Securities; PROVIDED, HOWEVER, that in 
determining whether the holders of the requisite percentage of Preferred 
Securities have given any request, notice, consent or waiver hereunder, 
"Holder" shall not include the Guarantor, the Guarantee Trustee or any 
Affiliate of the Guarantor or the Guarantee Trustee.

       "List of Holders" has the meaning specified in Section 2.2 (a).

       "Majority in Liquidation Preference of the Securities" means, except 
as provided by the Trust Indenture Act, a vote by the Holder(s), voting 
separately as a class, of more than 50% of the liquidation preference of all 
the outstanding Preferred Securities issued by the Issuer.

       "Officers' Certificate" means, with respect to any Person, a 
certificate signed by (i) the Chairman, Chief Executive Officer, President or 
a Vice President, and by (ii) the Treasurer, an Assistant Treasurer, the 
Controller, the Secretary or an Assistant Secretary of such Person, and 
delivered to the Guarantee Trustee.  Any Officers' Certificate delivered with 
respect to compliance with a condition or covenant provided for in this 
Guarantee Agreement shall include:

              (a) a statement that each officer signing the Officers'
       Certificate has read the covenant or condition and the definitions
       relating thereto;

              (b) a brief statement of the nature and scope of the examination
       or investigation undertaken by each officer in rendering the Officers'
       Certificate;

              (c) a statement that each such officer has made such examination
       or investigation as, in such officer's opinion, is necessary to enable
       such officer to express an informed opinion as to whether or not such
       covenant or condition has been complied with; and

              (d) a statement as to whether, in the opinion of each such
       officer, such condition or covenant has been complied with.

       "Person" means a legal person, including any individual, corporation, 
estate, partnership, joint venture, association, joint stock company, limited 
liability company, trust, unincorporated association, or government or any 
agency or political subdivision thereof, or any other entity of whatever 
nature.

       "Responsible Officer" means, with respect to the Guarantee Trustee, 
any officer assigned to the Trustee's Corporate Trust Office, including any 
managing director, vice president, assistant vice president, assistant 
treasurer, assistant secretary or any other officer of the Trustee 
customarily performing functions similar to those performed by any of the 
above designated officers and having 


                                      3

<PAGE>

direct responsibility for the administration of this Guarantee Agreement, and 
also, with respect to a particular matter, any other officer, to whom such 
matter is referred because of such officer's knowledge of and familiarity 
with the particular subject.

       "Subordinated Indenture" means the Junior Convertible Subordinated 
Indenture, dated as of June 9, 1998, as supplemented and amended between the 
Guarantor and The First National Bank of Chicago, as trustee.

       "Successor Guarantee Trustee" means a successor Guarantee Trustee 
possessing the qualifications to act as Guarantee Trustee under Section 4.1.

       "Trust Indenture Act" means the Trust Indenture Act of 1939, as 
amended.


                                      ARTICLE 2
                                 TRUST INDENTURE ACT

              SECTION 2.1     TRUST INDENTURE ACT; APPLICATION.

              (a) This Guarantee Agreement is subject to the provisions of the
       Trust Indenture Act that are required to be part of this Guarantee
       Agreement and shall, to the extent applicable, be governed by such
       provisions.

              (b) If and to the extent that any provision of this Guarantee
       Agreement limits, qualifies or conflicts with the duties imposed by
       Sections 310 to 317, inclusive, of the Trust Indenture Act, such imposed
       duties shall control.

              SECTION 2.2     LIST OF HOLDERS.

              (a) The Guarantor shall furnish or cause to be furnished to the
       Guarantee Trustee (unless the Guarantee Trustee is acting as Securities
       Registrar with respect to the Debentures under the Subordinated
       Indenture) (i) semi-annually, on or before January 15 and July 15 of each
       year, a list, in such form as the Guarantee Trustee may reasonably
       require, of the names and addresses of the Holders ("List of Holders") as
       of a date not more than 15 days prior to the delivery thereof, and (ii)
       at such other times as the Guarantee Trustee may request in writing,
       within 30 days after the receipt by the Guarantor of any such written
       request, a List of Holders as of a date not more than 15 days prior to
       the time such list is furnished, in each case to the extent such
       information is in the possession or control of the Guarantor and is not
       identical to a previously supplied list of Holders or has not otherwise
       been received by the Guarantee Trustee.  Notwithstanding the foregoing,
       the Guarantor shall not be obligated to provide such List of Holders at
       any time the Preferred Securities are represented by one or more Global
       Certificates (as defined in the Subordinated Indenture).  The Guarantee
       Trustee may destroy any List of Holders previously given to it on receipt
       of a new List of Holders.


                                      4

<PAGE>

              (b) The Guarantee Trustee shall comply with its obligations under
       Section 311(a), Section 311(b) and Section 312(b) of the Trust Indenture
       Act.

              SECTION 2.3     REPORTS BY THE GUARANTEE TRUSTEE.  Within 60 
days after May 15, 1999 in each calendar year, commencing with May 15, 1999, 
the Guarantee Trustee shall provide to the Holders such reports as are 
required by Section 313 of the Trust Indenture Act, if any, in the form and 
in the manner provided by Section 313 of the Trust Indenture Act.  The 
Guarantee Trustee shall also comply with the requirements of Section 313(d) 
of the Trust Indenture Act.

              SECTION 2.4     PERIODIC REPORTS TO GUARANTEE TRUSTEE.  The 
Guarantor shall provide to the Guarantee Trustee, the Securities and Exchange 
Commission and the Holders such documents, reports and information, if any, 
as required by Section 314 of the Trust Indenture Act and the compliance 
certificate required by Section 314 of the Trust Indenture Act in the form, 
in the manner and at the times required by Section 314 of the Trust Indenture 
Act; and such compliance certificate of the Guarantor shall be delivered on 
or before 120 days after the end of each calendar year.

              SECTION 2.5     EVIDENCE OF COMPLIANCE WITH CONDITIONS 
PRECEDENT.  The Guarantor shall provide to the Guarantee Trustee such 
evidence of compliance with such conditions precedent, if any, provided for 
in this Guarantee Agreement that relate to any of the matters set forth in 
Section 314(c) of the Trust Indenture Act.  Any certificate or opinion 
required to be given by an officer pursuant to Section 314(c)(1) may be given 
in the form of an Officers' Certificate.

              SECTION 2.6     EVENTS OF DEFAULT; WAIVER.  The Holders of a 
Majority in Liquidation Preference of the Securities may, by vote, on behalf 
of the Holders, waive any past Event of Default and its consequences.  Upon 
such waiver, any such Event of Default shall cease to exist, and any Event of 
Default arising therefrom shall be deemed to have been cured, for every 
purpose of this Guarantee Agreement, but no such waiver shall extend to any 
subsequent or other default or Event of Default or impair any right 
consequent therefrom.

              SECTION 2.7     EVENT OF DEFAULT; NOTICE.

              (a) The Guarantee Trustee shall, within 90 days after the
       occurrence of an Event of Default, transmit by mail, first class postage
       prepaid, to the Holders, notices of all Events of Default actually known
       to a Responsible Officer of the Guarantee Trustee, unless such defaults
       have been cured before the giving of such notice, provided, that, except
       in the case of a default in the payment of a Guarantee Payment, the
       Guarantee Trustee shall be fully  protected in withholding such notice if
       and so long as the Board of Directors, the executive committee or a trust
       committee of directors and/or Responsible Officers of the Guarantee
       Trustee in good faith determines that the withholding of such notice is
       in the interests of the Holders.

              (b) The Guarantee Trustee shall not be deemed to have actual
       knowledge of any Event of Default unless the Guarantee Trustee shall have
       received written notice, or a 


                                      5

<PAGE>

       Responsible Officer charged with the administration of the Declaration 
       shall have obtained written notice, of such Event of Default.

              SECTION 2.8     CONFLICTING INTERESTS.  The Declaration and the 
Subordinated Indenture shall be deemed to be specifically described in this 
Guarantee Agreement for the purposes of clause (i) of the first proviso 
contained in Section 310(b) of the Trust Indenture Act.

                                      ARTICLE 3
                  POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE

              SECTION 3.1     POWERS AND DUTIES OF THE GUARANTEE TRUSTEE.

              (a) This Guarantee Agreement shall be held by the Guarantee
       Trustee for the benefit of the Holders, and the Guarantee Trustee shall
       not transfer this Guarantee Agreement to any Person except a Holder
       exercising his or her rights pursuant to Section 5.4(iv) or to a
       Successor Guarantee Trustee on acceptance by such Successor Guarantee
       Trustee of its appointment to act as Successor Guarantee Trustee.  The
       right, title and interest of the Guarantee Trustee shall automatically
       vest in any Successor Guarantee Trustee, upon acceptance by such
       Successor Guarantee Trustee of its appointment hereunder, and such
       vesting and cessation of title shall be effective whether or not
       conveyancing documents have been executed and delivered pursuant to the
       appointment of such Successor Guarantee Trustee.

              (b) If an Event of Default actually known to a Responsible Officer
       of the Guarantee Trustee has occurred and is continuing, the Guarantee
       Trustee shall enforce this Guarantee Agreement for the benefit of the
       Holders.

              (c) The Guarantee Trustee, before the occurrence of any Event of
       Default and after the curing of all Events of Default that may have
       occurred, shall undertake to perform only such duties as are specifically
       set forth in this Guarantee Agreement, and no implied covenants shall be
       read into this Guarantee Agreement against the Guarantee Trustee.  In
       case an Event of Default has occurred (that has not been cured or waived
       pursuant to Section 2.6) and is actually known to the Responsible Officer
       of the Guarantee Trustee, the Guarantee Trustee shall exercise such of
       the rights and powers vested in it by this Guarantee Agreement, and use
       the same degree of care and skill in its exercise thereof, as a prudent
       person would exercise or use under the circumstances in the conduct of
       his or her own affairs.

              (d) No provision of this Guarantee Agreement shall be construed to
       relieve the Guarantee Trustee from liability for its own negligent
       action, its own negligent failure to act or its own willful misconduct,
       except that:


                                      6

<PAGE>

                     (i)   prior to the occurrence of any Event of Default and
              after the curing or waiving of all such Events of Default that may
              have occurred;

                            (A) the duties and obligations of the Guarantee
                     Trustee shall be determined solely by the express
                     provisions of this Guarantee Agreement, and the Guarantee
                     Trustee shall not be liable except for the performance of
                     such duties and obligations as are specifically set forth
                     in this Guarantee Agreement, and no implied covenants or
                     obligations shall be read into this Guarantee Agreement
                     against the Guarantee Trustee; and

                            (B) in the absence of bad faith on the part of the
                     Guarantee Trustee, the Guarantee Trustee may conclusively
                     rely, as to the truth of the statements and the correctness
                     of the opinions expressed therein, upon any certificates or
                     opinions furnished to the Guarantee Trustee and conforming
                     to the requirements of this Guarantee Agreement; but in the
                     case of any such certificates or opinions that by any
                     provision hereof or of the Trust Indenture Act are
                     specifically required to be furnished to the Guarantee
                     Trustee, the Guarantee Trustee shall be under a duty to
                     examine the same to determine whether or not they conform
                     to the requirements of this Guarantee Agreement;

                     (ii)  the Guarantee Trustee shall not be liable for any
              error of judgment made in good faith by a Responsible Officer of
              the Guarantee Trustee, unless it shall be proved that the
              Guarantee Trustee was negligent in ascertaining the pertinent
              facts upon which such judgment was made;

                     (iii) the Guarantee Trustee shall not be liable with
              respect to any action taken or omitted to be taken by it in good
              faith in accordance with the direction of the Holders of not less
              than a Majority in Liquidation Preference of the Securities
              relating to the time, method and place of conducting any
              proceeding for any remedy available to the Guarantee Trustee, or
              exercising any trust or power conferred upon the Guarantee Trustee
              under this Guarantee Agreement; and

                     (iv)  no provision of this Guarantee Agreement shall 
              require the Guarantee Trustee to expend or risk its own funds 
              or otherwise incur personal financial liability in the performance
              of any of its duties or in the exercise of any of its rights or 
              powers, if the Guarantee Trustee shall have reasonable grounds for
              believing that the repayment of such funds or liability is not 
              reasonably assured to it under the terms of this Guarantee 
              Agreement or indemnity satisfactory to it against such risk or 
              liability is not reasonably assured to it.

              SECTION 3.2     CERTAIN RIGHTS OF GUARANTEE TRUSTEE.

              (a) Subject to the provisions of Section 3.1:


                                      7

<PAGE>

                     (i) The Guarantee Trustee may conclusively rely and 
              shall be fully protected in acting or refraining from acting 
              upon any resolution, certificate, statement, proxy, instrument, 
              opinion, report, notice, request, direction, consent, order, 
              bond, debenture, note, other evidence of indebtedness or other 
              paper or document believed by it to be genuine and to have been 
              signed, sent or presented by the proper party or parties.

                     (ii) Any direction or act of the Guarantor contemplated 
              by this Guarantee Agreement shall be sufficiently evidenced by 
              an Officers' Certificate unless otherwise prescribed herein.

                     (iii) Whenever, in the administration of this Guarantee 
              Agreement, the Guarantee Trustee shall deem it desirable that a 
              matter be proved or established before taking, suffering or 
              omitting to take any action hereunder, the Guarantee Trustee 
              (unless other evidence is herein specifically prescribed) may, 
              in the absence of bad faith on its part, request and 
              conclusively rely upon an Officers' Certificate which, upon 
              receipt of such request from the Guarantee Trustee, shall be 
              promptly delivered by the Guarantor.

                     (iv) The Guarantee Trustee may consult with legal 
              counsel, and the written advice or opinion of such legal 
              counsel with respect to legal matters shall be full and 
              complete authorization and protection in respect of any action 
              taken, suffered or omitted to be taken by it hereunder in good 
              faith and in accordance with such advice or opinion.  Such 
              legal counsel may be legal counsel to the Guarantor or any of 
              its Affiliates and may be one of its employees.  The Guarantee 
              Trustee shall have the right at any time to seek instructions 
              concerning the administration of this Guarantee Agreement from 
              any court of competent jurisdiction.

                     (v) The Guarantee Trustee shall be under no obligation 
              to exercise any of the rights or powers vested in it by this 
              Guarantee Agreement at the request or direction of any Holder, 
              unless such Holder shall have provided to the Guarantee Trustee 
              and its officers, directors and agents such adequate security 
              and indemnity as would satisfy a reasonable person in the 
              position of the Guarantee Trustee, against the costs, expenses 
              (including attorneys' fees and expenses) and liabilities that 
              might be incurred by it in complying with such request or 
              direction, including such reasonable advances as may be 
              requested by the Guarantee Trustee; provided that, nothing 
              contained in this Section 3.2(a)(v) shall be taken to relieve 
              the Guarantee Trustee, upon the occurrence of an Event of 
              Default, of its obligation to exercise the rights and powers 
              vested in it by this Guarantee Agreement and use the same 
              degree of care and skill in the exercise thereof as a prudent 
              person would exercise or use under the circumstances in the 
              conduct of his or her own affairs.

                     (vi) The Guarantee Trustee shall not be bound to make 
              any investigation into the facts or matters stated in any 
              resolution, certificate, statement, instrument, 

                                        8
<PAGE>

              opinion, report, notice, request, direction, consent, order, 
              bond, debenture, note, other evidence of indebtedness or other 
              paper or document, but the Guarantee Trustee, in its 
              discretion, may make such further inquiry or investigation into 
              such facts or matters as it may see fit.

                     (vii) The Guarantee Trustee may execute any of the 
              trusts or powers hereunder or perform any duties hereunder 
              either directly or by or through its agents, custodians, 
              nominees or attorneys or any Affiliate, and the Guarantee 
              Trustee shall not be responsible for any misconduct or 
              negligence on the part of any such agent or attorney appointed 
              with due care by it hereunder.

                     (viii) Whenever in the administration of this Guarantee 
              Agreement the Guarantee Trustee shall deem it desirable to 
              receive instructions with respect to enforcing any remedy or 
              right or taking any other action hereunder, the Guarantee 
              Trustee (A) may request written instructions from the Holders 
              of a Majority in Liquidation Preference of the Securities, (B) 
              may refrain from enforcing such remedy or right or taking such 
              other action until such instructions are received, and (c) 
              shall be fully protected in acting in accordance with such 
              instructions.

              (b) No provision of this Guarantee Agreement shall be deemed to 
       impose any duty or obligation on the Guarantee Trustee to perform any 
       act or acts or exercise any right, power, duty or obligation conferred 
       or imposed on it in any jurisdiction in which it shall be illegal, or 
       in which the Guarantee Trustee shall be unqualified or incompetent in 
       accordance with applicable law, to perform any such act or acts or to 
       exercise any such right, power, duty or obligation.  No permissive 
       power or authority available to the Guarantee Trustee shall be 
       construed to be a duty to act in accordance with such power and 
       authority.

              SECTION 3.3     INDEMNITY.  The Guarantor agrees to indemnify 
the Guarantee Trustee for, and to hold it harmless against, any loss, 
liability or expense incurred without negligence or bad faith on the part of 
the Guarantee Trustee, arising out of or in connection with the acceptance or 
administration of this Guarantee Agreement, including the reasonable costs 
and expenses of defending itself against any claim or liability in connection 
with the exercise or performance of any of its powers or duties hereunder.  
The Guarantee Trustee will not claim or exact any lien or charge on any 
Guarantee Payment as a result of any amount due to it under this Guarantee 
Agreement.  Guarantor's indemnification obligations set forth in this Section 
3.3 shall survive termination of this  Guarantee Agreement or resignation or 
removal of the Guarantee Trustee.

                                    ARTICLE 4
                                GUARANTEE TRUSTEE

              SECTION 4.1     GUARANTEE TRUSTEE; ELIGIBILITY.

              (a) There shall at all times be a Guarantee Trustee which shall:

                                        9
<PAGE>

                     (i)  not be an Affiliate of the Guarantor; and

                     (ii) be a Person that is eligible pursuant to the Trust 
              Indenture Act to act as such and has a combined capital and 
              surplus of at least $50,000,000, and shall be a corporation 
              meeting the requirements of Section 310(a) of the Trust 
              Indenture Act.  If such corporation publishes reports of 
              condition at least annually, pursuant to law or to the 
              requirements of the supervising or examining authority, then, 
              for the purposes of this Section and to the extent permitted by 
              the Trust Indenture Act, the combined capital and surplus of 
              such corporation shall be deemed to be its combined capital and 
              surplus as set forth in its most recent report of condition so 
              published.

              (b) If at any time the Guarantee Trustee shall cease to be 
       eligible to so act under Section 4.1(a), the Guarantee Trustee shall 
       immediately resign in the manner and with the effect set out in 
       Section 4.2(c).

              (c) If the Guarantee Trustee has or shall acquire any 
       "conflicting interest" within the meaning of Section 310(b) of the 
       Trust Indenture Act, the Guarantee Trustee and Guarantor shall in all 
       respects comply with the provisions of Section 310(b) of the Trust 
       Indenture Act.

              SECTION 4.2     APPOINTMENT, REMOVAL AND RESIGNATION OF THE 
                              GUARANTEE TRUSTEE.

              (a) Subject to Section 4.2(b), the Guarantee Trustee may be 
       appointed or removed without cause at any time by the Guarantor.

              (b) The Guarantee Trustee shall not be removed until a 
       Successor Guarantee Trustee has been appointed and has accepted such 
       appointment by written instrument executed by such Successor Guarantee 
       Trustee and delivered to the Guarantor.

              (c) The Guarantee Trustee appointed hereunder shall hold office 
       until a Successor Guarantee Trustee shall have been appointed or until 
       its removal or resignation.  The Guarantee Trustee may resign from 
       office (without need for prior or subsequent accounting) by an 
       instrument in writing executed by the Guarantee Trustee and delivered 
       to the Guarantor, which resignation shall not take effect until a 
       Successor Guarantee Trustee has been appointed and has accepted such 
       appointment by an instrument in writing executed by such Successor 
       Guarantee Trustee and delivered to the Guarantor and the resigning 
       Guarantee Trustee.

              (d) If no Successor Guarantee Trustee shall have been appointed 
       and accepted appointment as provided in this Section 4.2 within 60 
       days after delivery to the Guarantor of an instrument of resignation, 
       the resigning Guarantee Trustee may petition, at the expense of the 
       Guarantor, any court of competent jurisdiction for appointment of a 
       Successor Guarantee Trustee.  Such court may thereupon, after 
       prescribing such notice, if any, as it may deem proper, appoint a 
       Successor Guarantee Trustee.

                                        10
<PAGE>

              (e) No Guarantee Trustee shall be liable for the acts or 
       omissions of any successor Guarantor Trustee.

              (f) Upon the removal or resignation of the Guarantee Trustee, 
       the Guarantor shall pay all amounts due and owing to such Guarantee 
       Trustee.

                                    ARTICLE 5
                                    GUARANTEE

              SECTION 5.1     GUARANTEE.  The Guarantor irrevocably and 
unconditionally agrees to pay in full to the Holders the Guarantee Payments 
(without duplication of amounts theretofore paid by or on behalf of the 
Issuer), as and when due, regardless of any defense, right of set-off or 
counterclaim which the Issuer may have or assert other than the defense of 
payment.  The Guarantor's obligation to make a Guarantee Payment may be 
satisfied by direct payment of the required amounts by the Guarantor to the 
Holders or by causing the Issuer to pay such amounts to the Holders.

              SECTION 5.2     WAIVER OF NOTICE AND DEMAND.  The Guarantor 
hereby waives notice of acceptance of the Guarantee Agreement and of any 
liability to which it applies or may apply, presentment, demand for payment, 
any right to require a proceeding first against the Guarantee Trustee, Issuer 
or any other Person before proceeding against the Guarantor, protest, notice 
of nonpayment, notice of dishonor, notice of redemption and all other notices 
and demands.

              SECTION 5.3     OBLIGATIONS NOT AFFECTED.  The obligations, 
covenants, agreements and duties of the Guarantor under this Guarantee 
Agreement shall in no way be affected or impaired by reason of the happening 
from time to time of any of the following:

              (a) the release or waiver, by operation of law or otherwise, of 
       the performance or observance by the Issuer of any express or implied 
       agreement, covenant, term or condition relating to the Preferred 
       Securities to be performed or observed by the Issuer;

              (b) the extension of time for the payment by the Issuer of all 
       or any portion of the Distributions (other than an extension of time 
       for payment of Distributions that results from the extension of any 
       interest payment period on the Debentures as so provided in the 
       Subordinated Indenture), Redemption Price, Liquidation Distribution or 
       any other sums payable under the terms of the Preferred Securities or 
       the extension of time for the performance of any other obligation 
       under, arising out of, or in connection with, the Preferred Securities;

              (c) any failure, omission, delay or lack of diligence on the 
       part of the Holders to enforce, assert or exercise any right, 
       privilege, power or remedy conferred on the Holders pursuant to the 
       terms of the Preferred Securities, or any action on the part of the 
       Issuer granting indulgence or extension of any kind;

                                       11
<PAGE>

              (d) the voluntary or involuntary liquidation, dissolution, sale 
       of any collateral, receivership, insolvency, bankruptcy, assignment 
       for the benefit of creditors, reorganization, arrangement, composition 
       or readjustment of debt of, or other similar proceedings affecting, 
       the Issuer or any of the assets of the Issuer;

              (e) any invalidity of, or defect or deficiency in, the 
       Preferred Securities;

              (f) the settlement or compromise of any obligation guaranteed 
       hereby or hereby incurred; or

              (g) any other circumstance whatsoever that might otherwise 
       constitute a legal or equitable discharge or defense of a guarantor, 
       it being the intent of this Section 5.3 that the obligations of the 
       Guarantor hereunder shall be absolute and unconditional under any and 
       all circumstances.

       There shall be no obligation of the Holders or the Guarantee Trustee 
to give notice to, or obtain the consent of, the Guarantor with respect to 
the happening of any of the foregoing.

              SECTION 5.4     RIGHTS OF HOLDERS.  The Guarantor expressly 
acknowledges that: (i) this Guarantee Agreement will be deposited with the 
Guarantee Trustee to be held for the benefit of the Holders; (ii) the 
Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf 
of the Holders; (iii) the Holders of a Majority in Liquidation Preference of 
the Securities have the right to direct the time, method and place of 
conducting any proceeding for any remedy available to the Guarantee Trustee 
in respect of this Guarantee Agreement or to direct the exercise of any trust 
or power conferred upon the Guarantee Trustee under this Guarantee Agreement; 
 and (iv) if the Guarantee Trustee fails to enforce the Guarantee, any Holder 
may institute a legal proceeding directly against the Guarantor to enforce 
its rights under this Guarantee Agreement, without first instituting a legal 
proceeding against the Guarantee Trustee, the Issuer or any other Person.

              SECTION 5.5     GUARANTEE OF PAYMENT.  This Guarantee Agreement 
creates a guarantee of payment and not of collection.  This Guarantee 
Agreement will not be discharged except by payment of the Guarantee Payments 
in full (without duplication of amounts theretofore paid by the Issuer) or 
upon distribution of Debentures to Holders as provided in the Declaration.

              SECTION 5.6     SUBROGATION.  The Guarantor shall be subrogated 
to all (if any) rights of the Holders against the Issuer in respect of any 
amounts paid to the Holders by the Guarantor under this Guarantee Agreement 
and shall have the right to waive payment by the Issuer pursuant to Section 
5.1; provided, however, that the Guarantor shall not (except to the extent 
required by mandatory provisions of law) be entitled to enforce or exercise 
any rights which it may acquire by way of subrogation or any indemnity, 
reimbursement or other agreement, in all cases as a result of payment under 
this Guarantee Agreement, if, at the time of any such payment, any amounts 
are due and unpaid under this Guarantee Agreement.  If any amount shall be 
paid to the Guarantor in violation of the preceding sentence, the Guarantor 
agrees to hold such amount in trust for the Holders and to pay over such 
amount to the Holders.

                                       12
<PAGE>

              SECTION 5.7     INDEPENDENT OBLIGATIONS.  The Guarantor 
acknowledges that its obligations hereunder are independent of the 
obligations of the Issuer with respect to the Preferred Securities and that 
the Guarantor shall be liable as principal and as debtor hereunder to make 
Guarantee Payments pursuant to the terms of this Guarantee Agreement 
notwithstanding the occurrence of any event referred to in subsections (a) 
through (g), inclusive, of Section 5.3 hereof.

                                    ARTICLE 6
                           COVENANTS AND SUBORDINATION

              SECTION 6.1     SUBORDINATION.  The Guarantee Agreement will 
constitute an unsecured obligation of the Guarantor and will rank subordinate 
and junior in right of payment to all liabilities of the Guarantor and PARI 
PASSU with the most senior preferred stock of the Guarantor, if any, now or 
hereafter issued by the Company and with any guarantee now or hereafter 
entered into by the Company in respect of any preferred or preference stock 
of any affiliate of the Guarantor.

              SECTION 6.2     CERTAIN COVENANTS OF THE GUARANTOR.

              (a) Guarantor covenants and agrees that if and so long as (i) 
       the Issuer is the holder of all the Debentures, (ii) a Tax Event (as 
       defined in the Declaration) in respect of the Issuer has occurred and 
       is continuing and (iii) the Guarantor has elected, and has not revoked 
       such election, to pay Additional Sums (as defined in the Declaration) 
       in respect of the Preferred Securities and Common Securities, the 
       Guarantor will pay to the Issuer such Additional Sums.

              (b) The Guarantor covenants and agrees that it will not, and 
       will not cause any subsidiary of the Guarantor to, (i) declare or pay 
       dividends on, make distributions with respect to, or redeem, purchase 
       or acquire, or make a liquidation payment with respect to any of its 
       Capital Stock (except for (x) dividends or distributions in shares of, 
       or options, warrants or rights to subscribe for or purchase shares of 
       its Capital Stock and conversions or exchanges of Common Stock of one 
       class for Common Stock of another class and (y) redemptions or 
       purchases of any rights pursuant to a rights agreement and the 
       issuance of Capital Stock pursuant to such rights) or (ii) make any 
       payments of principal, interest or premium, if any, on or repay or 
       repurchase or redeem any debt securities (including guarantees of 
       indebtedness for money borrowed) of the Company that rank PARI PASSU 
       with or junior to the Debentures (other than (u) any redemption, 
       liquidation, interest, principal or guarantee payment by the Company 
       where the payment is made by way of securities (including Capital 
       Stock) that rank PARI PASSU with or junior to the securities on which 
       such redemption, interest, principal or guarantee payment is being 
       made, (v) payments under this Guarantee Agreement or the Common 
       Securities Guarantee, (w) purchases of Common Stock related to the 
       issuance of Common Stock under any of the Company's benefit plans for 
       its directors, officers or employees, (x) as a result of a 
       reclassification of the Company's Capital Stock or the exchange or 
       conversion of one series or class of the Company's Capital Stock for 
       another series or class of the Company's Capital Stock, (y) the 
       purchase of 

                                       13
<PAGE>

       fractional interests in shares of the Company's Capital Stock pursuant 
       to the conversion or exchange provisions of such Capital Stock or the 
       security being converted or exchanged and (z) redemptions or purchases 
       of any rights pursuant to a rights agreement and the issuance of 
       Capital Stock pursuant to such rights) if at such time (i) for any 
       distribution period, full distributions on a cumulative basis on any 
       Trust Securities have not been paid, (ii) there shall have occurred 
       any event of which the Guarantor has actual knowledge that (a) with 
       the giving of notice or the lapse of time, or both, would constitute 
       an "Event of Default" under the Subordinated Indenture with respect to 
       the Debentures and (b) in respect of which the Guarantor shall not 
       have taken reasonable steps to cure, (iii) the Guarantor shall be in 
       default with respect to its payment of any obligations under the 
       Guarantee or the Common Securities Guarantee or (iv) the Guarantor 
       shall have given notice of its selection of an Extension Period (as 
       defined in the Subordinated Indenture) with respect to the Debentures 
       and shall not have rescinded such notice, or such Extension Period, or 
       any extension thereof, shall be continuing.

              (c) The Guarantor covenants and agrees (i) to maintain directly 
       or indirectly 100% ownership of the Common Securities, provided that 
       certain successors which are permitted by the Subordinated Indenture 
       may succeed to the Guarantor's ownership of the Common Securities, 
       (ii) not to voluntarily terminate, wind-up or liquidate the Issuer, 
       except (a) in connection with a distribution of the Debentures to the 
       holders of the Preferred Securities in dissolution of the Issuer, (b) 
       the redemption of the Preferred Securities or (c) in connection with 
       certain mergers, consolidations or amalgamations permitted by the 
       Declaration, (iii) to use its commercially reasonable efforts, 
       consistent with the terms and provisions of the Declaration, to cause 
       the Issuer to remain classified as a grantor trust and not as an 
       association taxable as a corporation for United States Federal income 
       tax purposes, (iv) for so long as Preferred Securities are 
       outstanding, not to convert Debentures except pursuant to a notice of 
       conversion delivered to the Conversion Agent (as defined in the 
       Declaration) by a Holder, (v) to maintain the reservation for issuance 
       of the number of shares of Common Stock that would be required from 
       time to time upon the conversion of all the Debentures then 
       outstanding, (vi) to deliver shares of Common Stock upon an election 
       by the Holders to convert such Preferred Securities into Common Stock 
       and (vii) to honor all obligations described herein relating to the 
       conversion or exchange of the Preferred Securities into or for Common 
       Stock or Debentures.

                                   ARTICLE 7
                                  TERMINATION

              SECTION 7.1     TERMINATION.  This Guarantee Agreement shall 
terminate and be of no further force and effect upon (i) full payment of the 
Redemption Price of all Preferred Securities, (ii) the distribution of 
Debentures to the Holders in exchange for all of the Preferred Securities, 
(iii) full payment of the amounts payable in accordance with the Declaration 
upon dissolution of the Issuer or (iv) upon the distribution, if any, of 
Common Stock to the holders of the Preferred Securities in respect of the 
conversion of all such holders' Preferred Securities into Common Stock.  

                                       14
<PAGE>

Notwithstanding the foregoing, this Guarantee Agreement will continue to be 
effective or will be reinstated, as the case may be, if at any time any 
Holder must restore payment of any sums paid with respect to Preferred 
Securities or this Guarantee Agreement.

                                    ARTICLE 8
                                  MISCELLANEOUS

              SECTION 8.1     SUCCESSORS AND ASSIGNS.  All guarantees and 
agreements contained in this Guarantee Agreement shall bind the successors, 
assigns, receivers, trustees and representatives of the Guarantor and shall 
inure to the benefit of the Holders of the Preferred Securities then 
outstanding.  Except in connection with a consolidation, merger or sale 
involving the Guarantor that is permitted under Article 8 of the Subordinated 
Indenture and pursuant to which the assignee agrees in writing to perform the 
Guarantor's obligations hereunder, the Guarantor shall not assign its 
obligations hereunder.

              SECTION 8.2     AMENDMENTS.  Except with respect to any changes 
which do not adversely affect the rights of the Holders in any material 
respect (in which case no consent of the Holders will be required), this 
Guarantee Agreement may only be amended with the prior approval of the 
Holders of not less than a Majority in Liquidation Preference of the 
Securities.  The provisions of Article 6 of the Declaration concerning 
meetings of the Holders shall apply to the giving of such approval.  The 
Guarantor shall furnish the Guarantee Trustee with an Officers' Certificate 
and an Opinion of Counsel to the effect that any amendment of this Agreement 
is authorized and permitted.

              SECTION 8.3     NOTICES.  Any notice, request or other 
communication required or permitted to be given hereunder shall be in 
writing, duly signed by the party giving such notice, and delivered, 
telecopied or mailed by first class mail as follows:

              (a) if given to the Guarantor, to the address set forth below or
       such other address as the Guarantor may give notice of to the Holders:

              Tower Automotive, Inc.
              6303 28th Street S.E.
              Grand Rapids, Michigan  49546
              Phone No.:           (616) 954-7600
              Facsimile No.:       (616) 954-7554
              Attention: Vice President and Chief Financial Officer

              (b) if given to the Issuer, in care of the Guarantee Trustee, at
       the Issuer's (and the Guarantee Trustee's) address set forth below or
       such other address as the Guarantee Trustee on behalf of the Issuer may
       give notice of to the Holders:

                                        15
<PAGE>

              Tower Automotive Capital Trust
              4508 IDS Center
              Minneapolis, Minnesota  55402
              Phone No.:           (612) 342-2310
              Facsimile No.:       (612) 332-2012
              Attention: Vice President


              with a copy to:

              The First National Bank of Chicago
              One First National Plaza, Suite 0126

              Chicago, Illinois  60670-0126
              Phone No.:           (312) 407-1819
              Facsimile No.:       (312) 407-4656
              Attention:  Corporate Trust Services Division

              (c) if given to any Holder, at the address set forth on the books
       and records of the Issuer.

       All notices hereunder shall be deemed to have been given when received 
in person, telecopied with receipt confirmed, or mailed by first class mail, 
postage prepaid, except that if a notice or other document is refused 
delivery or cannot be delivered because of a changed address of which no 
notice was given, such notice or other document shall be deemed to have been 
delivered on the date of such refusal or inability to deliver.

              SECTION 8.4     BENEFIT.  This Guarantee Agreement is solely 
for the benefit of the Holders and is not  separately transferable from the 
Preferred Securities.

              SECTION 8.5     INTERPRETATION.  In this Guarantee Agreement, 
unless the context otherwise requires:

              (a)    capitalized terms used in this Guarantee Agreement but 
       not defined in the preamble hereto have the respective meanings 
       assigned to them in Section 1.1;

              (b)    a term defined anywhere in this Guarantee Agreement has 
       the same meaning throughout;

              (c)    all references to "the Guarantee Agreement" or "this 
       Guarantee Agreement" are to this Guarantee Agreement as modified, 
       supplemented or amended from time to time;

              (d)    all references in this Guarantee Agreement to Articles 
       and Sections are to Articles and Sections of this Guarantee Agreement 
       unless otherwise specified;

                                       16
<PAGE>

              (e)    a term defined in the Trust Indenture Act has the same 
       meaning when used in this Guarantee Agreement unless otherwise defined 
       in this Guarantee Agreement or unless the context otherwise requires;

              (f)    a reference to the singular includes the plural and vice 
       versa; and

              (g)    the masculine, feminine or neuter genders used herein 
       shall include the masculine, feminine and neuter genders.

              SECTION 8.6     GOVERNING LAW.  THIS GUARANTEE AGREEMENT SHALL 
BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF 
THE STATE OF ILLINOIS WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES 
THEREOF.

       This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.


                  *         *         *         *        *        *

                                       17
<PAGE>


       THIS GUARANTEE AGREEMENT is executed as of the day and year first above
written.


       TOWER AUTOMOTIVE, INC.



       By:    /s/  Anthony A. Barone
          -----------------------------------------------
       Name:     Anthony A. Barone
       Title:    Vice President and Chief Financial Officer


       THE FIRST NATIONAL BANK OF CHICAGO,
       as Guarantee Trustee



       By:   /s/ Victoria Y. Dowyon
          -----------------------------------------------
       Name:   Victoria Y. Douyon
          -----------------------------------------------
       Title:   Vice President
          -----------------------------------------------


                                        18