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                                                                 EXHIBIT 4.7












                           REGISTRATION RIGHTS AGREEMENT


                              Dated as of June 9, 1998

                                    by and among

                              Tower Automotive, Inc.,

                           Tower Automotive Capital Trust

                                        and

                            Donaldson, Lufkin & Jenrette
                               Securities Corporation

                         Robert W. Baird & Co. Incorporated

                 Merrill Lynch, Pierce, Fenner & Smith Incorporated

                              PaineWebber Incorporated





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     This Registration Rights Agreement (this "AGREEMENT") is made and 
entered into as of June 9, 1998 by and among Tower Automotive, Inc., a 
Delaware corporation (the "COMPANY"), Tower Automotive Capital Trust (a 
statutory business trust formed under the Delaware Business Trust Act) (the 
"Trust") and Donaldson, Lufkin & Jenrette Securities Corporation, Robert W. 
Baird & Co. Incorporated, Merrill Lynch, Pierce, Fenner & Smith Incorporated 
and PaineWebber Incorporated (each an "INITIAL PURCHASER" and, collectively, 
the "INITIAL PURCHASERS"), each of whom has agreed to purchase the Trust's 
6 3/4% Trust Convertible Preferred Securities (liquidation preference $50 per 
Preferred Security) (the " PREFERRED SECURITIES") pursuant to the Purchase 
Agreement (as defined below).

     This Agreement is made pursuant to the Purchase Agreement, dated June 9, 
1998 (the "PURCHASE AGREEMENT"), by and among the Company, the Trust and the 
Initial Purchasers.  In order to induce the Initial Purchasers to purchase 
the Preferred Securities, the Company has agreed to provide the registration 
rights set forth in this Agreement.  The execution and delivery of this 
Agreement is a condition to the obligations of the Initial Purchasers set 
forth in Section 9 of the Purchase Agreement.

     The parties hereby agree as follows:

              SECTION 1.      DEFINITIONS

     As used in this Agreement, the following capitalized terms shall have the
following meanings:

     ACT:  The Securities Act of 1933, as amended.

     AFFILIATE:  An affiliate of any specified Person means any other Person 
directly or indirectly controlling or controlled by or under direct or 
indirect common control with such specified Person.  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.

     BUSINESS DAY:  Any day except a Saturday, Sunday or other day in the 
City of Chicago, or in the city of the corporate trust office of the Trustee, 
on which banks are authorized to close.

     CLOSING DATE:  The date hereof.

     COMMISSION:  The Securities and Exchange Commission.

     DAMAGES PAYMENT DATE:  With respect to the Debentures, each Interest
Payment Date.

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     DECLARATION.  Means the Amended and Restated Declaration of Trust dated 
June 9, 1998 among the Company, The First National Bank of Chicago, First 
Chicago Delaware Inc. and the Administrative Trustees named therein.

     DEBENTURES:  Up to $266,800,000 aggregate principal amount of 6 3/4% 
Convertible Subordinated Debentures due June 30, 2018 of the Company being 
issued (or authorized to be issued) pursuant to the Indenture.

     DISTRIBUTION DATE:  As defined in the Declaration.

     EXCHANGE ACT:  The Securities Exchange Act of 1934, as amended.

     FILING DATE:  The 90th day after the Closing Date.

     GLOBAL CERTIFICATEHOLDER.  Means each holder of a Global Certificate (as
defined in the Declaration).

     GLOBAL DEBENTUREHOLDER:  Means each holder of a Global Debenture (as
defined in the Indenture).

     GUARANTEE:  The Guarantee by the Company set forth in Section 5.1 of 
that certain Guarantee Agreement between the Company and The First National 
Bank of Chicago relating to the Preferred Securities of the Trust.

     HOLDERS:  As defined in Section 2 hereof.

     INDEMNIFIED HOLDER:  As defined in Section 7(a) hereof.

     INDENTURE:  The Junior Convertible Subordinated Indenture, dated the
Closing Date, between the Company and The First National Bank of Chicago, as
trustee (the "TRUSTEE"), pursuant to which the Debentures are to be issued, as
such Indenture is amended or supplemented from time to time in accordance with
the terms thereof.

     INTEREST PAYMENT DATE:  As defined in the Indenture and the Debentures.

     NASD:  National Association of Securities Dealers, Inc.

     PERSON:  An individual, partnership, corporation, trust, unincorporated
organization, or a government or agency or political subdivision thereof.

     PREFERRED SECURITIES.  As defined in the preamble.

     PROSPECTUS:  The prospectus included in a Registration Statement at the
time such Registration Statement is declared effective, as amended or
supplemented by any prospectus 


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supplement and by all other amendments thereto, including post-effective 
amendments, and all material incorporated by reference into such Prospectus.

     RECORD HOLDER:  With respect to any Damages Payment Date, each Person 
who is a Holder of Preferred Securities on the record date with respect to 
the Distribution Date on which such Damages Payment Date shall occur, or, if 
Debentures have been issued in exchange for Preferred Securities, each Person 
who is a Holder of Debentures on the record date with respect to the Interest 
Payment Date on which such Damages Payment Date shall occur.

     REGISTRATION DEFAULT:  As defined in Section 4 hereof.

     REGISTRATION STATEMENT:  Any registration statement of the Company and 
the Trust that covers any of the Transfer Restricted Securities pursuant to 
the provisions of this Agreement, including the Prospectus included therein, 
all amendments and supplements thereto (including post-effective amendments) 
and all exhibits and material incorporated by reference therein.

     SHELF REGISTRATION STATEMENT:  As defined in Section 3 hereof.

     TIA:  The Trust Indenture Act of 1939 (15 U.S.C. Section 77aaa-77bbbb) as
in effect on the date of the Indenture.

     TRANSFER RESTRICTED SECURITIES:  The Preferred Securities and the 
Guarantee, the Debentures and the shares of Common Stock into which the 
Preferred Securities and the Debentures are convertible, upon original 
issuance thereof, and at all times subsequent thereto, until in the case of 
any such securities or shares, (a) the date on which it has been registered 
effectively pursuant to the Securities Act and disposed of in accordance with 
the Registration Statement relating to it, (b) the date on which either such 
Preferred Securities and Guarantee, Debentures or the shares of Common Stock 
issued upon conversion of such Preferred Securities and Debentures are 
distributed to the public pursuant to Rule 144 (or any similar provisions 
then in effect) or are salable pursuant to Rule 144(k) promulgated by the 
Commission pursuant to the Securities Act or (c) the date on which it ceases 
to be outstanding.

     UNDERWRITTEN REGISTRATION or UNDERWRITTEN OFFERING:  A registration in 
which securities of the Company are sold to an underwriter for reoffering to 
the public.

              SECTION 2.      HOLDERS

     A Person is deemed to be a holder of Transfer Restricted Securities 
(each, a "HOLDER") whenever such Person owns Transfer Restricted Securities.

              SECTION 3.      SHELF REGISTRATION

     (a)    SHELF REGISTRATION.  The Company and the Trust agree to file with 
the Commission as promptly as reasonably practicable after the Closing Date, 
but in no event later 

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than the Filing Date, a Registration Statement for an offering to be made on 
a continuous basis pursuant to Rule 415 under the Act covering all of the 
Transfer Restricted Securities (the "Shelf Registration Statement").  The 
Company and the Trust shall use their best efforts to cause such Shelf 
Registration Statement to become effective on or prior to 150 days after the 
Closing Date.  The Company and the Trust shall use their best efforts to keep 
the Shelf Registration Statement discussed in this Section 3(a) continuously 
effective, supplemented and amended as required by and subject to the 
provisions of Sections 5(b) and (c) hereof to the extent necessary to ensure 
that it is available for sales of Transfer Restricted Securities by the 
Holders thereof entitled to the benefit of this Section 3(a), and to ensure 
that it conforms with the requirements of this Agreement, the Act and the 
policies, rules and regulations of the Commission as announced from time to 
time, for a period of at least one year (as extended pursuant to Section 
5(c)) following the Closing Date; provided, however, that the Company shall 
not be required to maintain the effectiveness of such Shelf Registration 
Statement upon the occurrence of the earlier of:  (i) when all the Preferred 
Securities covered by the Shelf Registration Statement have been sold 
pursuant to the Shelf Registration Statement; (ii) when all Debentures issued 
to Holders in exchange for the Preferred Securities have been sold pursuant 
to the Registration Statement; (iii) when all shares issued upon conversion 
of any such Preferred Securities or any such Debentures that have not been 
sold pursuant to the Shelf Registration Statement have been sold pursuant to 
the Shelf Registration Statement; and (iv) the date when Holders of the 
Transfer Restricted Securities who are not Affiliates of the Trust or the 
Company are able to sell all such securities immediately without restriction 
pursuant to Rule 144(k) under the Act or any successor rate thereto.

     (b)    PROVISION BY HOLDERS OF CERTAIN INFORMATION IN CONNECTION WITH 
THE SHELF REGISTRATION STATEMENT.  No Holder of Transfer Restricted 
Securities may include any of its Transfer Restricted Securities in any Shelf 
Registration Statement pursuant to this Agreement unless and until such 
Holder furnishes to the Company in writing, within 30 days after receipt of a 
request therefor, such information specified in item 507 of Regulation S-K 
under the Act for use in connection with any Shelf Registration Statement or 
Prospectus or preliminary Prospectus included therein.  No Holder of Transfer 
Restricted Securities shall be entitled to include any of its Transfer 
Restricted Securities in any Shelf Registration Statement or receive 
Liquidated Damages pursuant to Section 4 hereof in the event that such Holder 
fails to deliver such information within the specified period; provided, 
however, that when such Holder furnishes such information to the Company, 
such Holder shall be entitled to receive Liquidated Damages, if any, from the 
date such Holder furnished such information and shall be entitled to include 
its Transfer Restricted Securities in the Registration Statement.  
Notwithstanding the foregoing, the Company shall not be required to file a 
post-effective amendment or supplement to its Registration Statement or 
Prospectus, as the case may be, to permit a Holder to include its Transfer 
Restricted Securities after the Shelf Registration Statement has been 
declared effective by the Commission more than once in any fiscal quarter.  
Each Holder as to which any Shelf Registration Statement is being effected 
agrees to furnish promptly to the Company all information required to be 
disclosed in order to make the information previously furnished to the 
Company by such Holder not materially misleading.  A Holder that has 
delivered to the Company the information required by this paragraph is herein 
referred to as a "Participating Holder."

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     Any Person that acquires Transfer Restricted Securities from a 
Participating Holder (excluding any Transfer Restricted Securities that were 
not identified on the Participating Holder's information furnished hereunder) 
will be entitled to have such Transfer Restricted Securities included in the 
Shelf Registration Statement so long as such transferee provides the Company 
with updated information. If such transferee's updated information is 
received on or prior to the 10th day prior to the effective time, such 
transferee will be entitled to have such transferee's Transfer Restricted 
Securities included in the Shelf Registration Statement at the effective 
time.  If such transferee's updated information is received subsequent to 
such 10th day, the Transfer Restricted Securities covered by such information 
will be included in the Shelf Registration Statement reasonably promptly 
after receipt (which date of inclusion may be subsequent to the effective 
time, subject to the prior paragraph).

(c)  Holders of a majority in aggregate principal amount of the Transfer 
Restricted Securities shall have the right to sell their Transfer Restricted 
Securities pursuant to an Underwritten Offering on one occasion.

              SECTION 4.      LIQUIDATED DAMAGES

     If (i) any Shelf Registration Statement required by this Agreement is 
not filed with the Commission on or prior to the date specified for such 
filing in this Agreement (ii) any such Shelf Registration Statement has not 
been declared effective by the Commission on or prior to the date specified 
for such effectiveness in this Agreement, or (iii) any Shelf Registration 
Statement required by this Agreement is filed and declared effective but 
shall thereafter cease to be effective or fail to be usable for its intended 
purpose without being succeeded immediately by a post-effective amendment to 
such Registration Statement that cures such failure and that is itself 
declared effective immediately (each such event referred to in clauses (i) 
through (iii), a "REGISTRATION DEFAULT"), then the Company agrees to pay 
liquidated damages to each Participating Holder of Transfer Restricted 
Securities.  With respect to Registration Defaults described in clause (i) or 
(ii), the amount of liquidated damages shall be, for the first 90-day period 
immediately following the occurrence of such Registration Default, an amount 
equal to .25% of the liquidation preference or principal amount per Transfer 
Restricted Security per annum and the amount of liquidated damages shall 
increase to .50% thereafter. With respect to a Registration Default described 
in clause (iii), if the Shelf Registration Statement ceases to be effective 
for more than 90 days, whether or not consecutive during any 12-month period, 
the amount of liquidated damages will be .50% of the liquidation preference 
or principal amount per Transfer Restricted Security per annum from the 91st 
day of the applicable 12-month period until such time as the Shelf 
Registration Statement again becomes effective.  If applicable, an equivalent 
amount of liquidated damages per share (subject to adjustments in the event 
of stock splits, stock recombinations, stock dividends and the like) of 
Common Stock constituting Transfer Restricted Securities held by a 
Participating Holder shall be paid as long as the Registration Default 
continues until all Registration Defaults have been cured.  Notwithstanding 
anything to the contrary set forth herein, (1) upon filing of the Shelf 
Registration Statement, in the case of (i) above, (2) upon the effectiveness 
of the Shelf Registration Statement, in the case of (ii) above, or (3) upon 
the filing of a prospectus supplement, a post-effective amendment to the 
Shelf Registration Statement, an additional Registration Statement 

                                      5

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or any other document with the Commission that causes the Shelf Registration 
Statement to again be declared effective or made usable in the case of (iii) 
above, the liquidated damages payable with respect to the Transfer Restricted 
Securities as a result of such clause (i), (ii), or (iii), as applicable, 
shall cease.

     All accrued liquidated damages shall be paid to the Global 
Debentureholder or the Global Certificateholder by wire transfer of 
immediately available funds or by federal funds check and to Holders of 
Debentures, Preferred Securities or Common Stock by mailing checks to their 
registered addresses on each Damages Payment Date. All obligations of the 
Company set forth in the preceding paragraph that are outstanding with 
respect to any Transfer Restricted Security at the time such security ceases 
to be a Transfer Restricted Security shall survive until such time as all 
such obligations with respect to such security shall have been satisfied in 
full.

              SECTION 5.      REGISTRATION PROCEDURES

     (a)    SHELF REGISTRATION STATEMENT.  In connection with the Shelf 
Registration Statement, the Company and the Trust shall comply with all the 
provisions of Section 5(b) below and shall use its best efforts to effect 
such registration to permit the sale of the Transfer Restricted Securities 
being sold in accordance with the intended method or methods of distribution 
thereof (as indicated in the information furnished to the Company pursuant to 
Section 3(b) hereof), and pursuant thereto the Company and the Trust will 
prepare and file with the Commission a Registration Statement relating to the 
registration on any appropriate form under the Act, which form shall be 
available for the sale of the Transfer Restricted Securities in accordance 
with the intended method or methods of distribution thereof within the time 
periods and otherwise in accordance with the provisions hereof.

     (b)    GENERAL PROVISIONS.  In connection with any Registration 
Statement and any related Prospectus required by this Agreement to permit the 
sale or resale of Transfer Restricted Securities, the Company and the Trust 
shall:

            (i)     use its best efforts to keep such Registration Statement
     continuously effective and provide all requisite financial statements for 
     the period specified in Section 3 of this Agreement, as applicable.  Upon 
     the occurrence of any event that would cause any such Registration 
     Statement or the Prospectus contained therein (A) to contain a material 
     misstatement or omission or (B) not to be effective and usable for resale 
     of Transfer Restricted Securities during the period required by this 
     Agreement, the Company shall file promptly an appropriate amendment to 
     such Registration Statement, (1) in the case of clause (A), correcting 
     any such misstatement or omission, and (2) in the case of clauses (A) and 
     (B), use its best efforts to cause such amendment to be declared effective 
     and such Registration Statement and the related Prospectus to become 
     usable for their intended purpose(s) as soon as practicable thereafter; 
     provided, however, that the Company may also file any other document with 
     the Commission that causes the Shelf Registration Statement to again be 
     declared effective or made usable for resale of Transfer Restricted 
     Securities.

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<PAGE>
            (ii)    prepare and file with the Commission such amendments and
     post-effective amendments to the Registration Statement as may be necessary
     to keep the Registration Statement effective for the applicable period set
     forth in Section 3 hereof, or such shorter period as will terminate when 
     all Transfer Restricted Securities covered by such Registration Statement 
     have been sold; cause the Prospectus to be supplemented by any required 
     Prospectus supplement, and as so supplemented to be filed pursuant to 
     Rule 424 under the Act, and to comply fully with Rules 424, 430A and 462, 
     as applicable, under the Act in a timely manner; and comply with the 
     provisions of the Act with respect to the disposition of all securities 
     covered by such Registration Statement during the applicable period in 
     accordance with the intended method or methods of distribution by the 
     sellers thereof set forth in such Registration Statement or supplement 
     to the Prospectus;

            (iii)   advise the underwriter(s), if any, and Participating 
     Holders, if requested by such Persons, (A) when the Prospectus or any 
     Prospectus supplement or post-effective amendment has been filed, and, 
     with respect to any Registration Statement or any post-effective 
     amendment thereto, when the same has become effective, (B) of any request 
     by the Commission for amendments to the Registration Statement or 
     amendments or supplements to the Prospectus or for additional information 
     relating thereto, (C) of the issuance by the Commission of any stop order 
     suspending the effectiveness of the Registration Statement under the Act 
     or of the suspension by any state securities commission of the 
     qualification of the Transfer Restricted Securities for offering or sale 
     in any jurisdiction, or the initiation of any proceeding for any of the 
     preceding purposes, (D) of the existence of any fact or the happening of 
     any event that makes any statement of a material fact made in the 
     Registration Statement, the Prospectus, any amendment or supplement 
     thereto or any document incorporated by reference therein untrue, or that 
     requires the making of any additions to or changes in the Registration 
     Statement in order to make the statements therein not misleading, or that 
     requires the making of any additions to or changes in the Prospectus in 
     order to make the statements therein, in the light of the circumstances 
     under which they were made, not misleading.  If at any time the Commission 
     shall issue any stop order suspending the effectiveness of the 
     Registration Statement, or any state securities commission or other
     regulatory authority shall issue an order suspending the qualification or
     exemption from qualification of the Transfer Restricted Securities under
     state securities or Blue Sky laws, the Company shall use its best efforts 
     to obtain the withdrawal or lifting of such order at the earliest 
     possible time;

            (iv)    furnish to the Initial Purchaser(s), each Participating 
     Holder and each of the underwriter(s) in connection with such sale, 
     if any, before filing with the Commission, a copy of the Registration 
     Statement and the Prospectus included therein in the form proposed to be 
     initially filed with the Commission, which documents will be subject to 
     the review and comment of such Holders and underwriter(s) in connection 
     with such sale, if any, for a period of at least five Business Days, and 
     the Company will not file any such Registration Statement or Prospectus 
     to which the Participating Holders of the Transfer Restricted Securities 
     covered by such Registration Statement or the 

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     underwriter(s) in connection with such sale, if any, shall reasonably
     object within five Business Days after the receipt thereof.  A 
     Participating Holder or underwriter, if any, shall be deemed to have 
     reasonably objected to such filing if such Registration Statement or 
     Prospectus, as applicable, as proposed to be filed, contains a material 
     misstatement or omission or fails to comply with the applicable 
     requirements of the Act;

            (v)     upon written request, provide copies of any document that 
     has been incorporated by reference into a Registration Statement or 
     Prospectus to the Initial Purchasers and Participating Holders;

            (vi)    make available at reasonable times for inspection by the
     selling Holders, any managing underwriter participating in any disposition
     pursuant to such Registration Statement and any attorney or accountant
     retained by such selling Holders or any of such underwriter(s) in 
     connection with an Underwritten Offering, all financial and other records, 
     pertinent corporate documents and properties of the Company and cause the 
     Company's officers, directors and employees to supply all information 
     reasonably requested by any such Holder, underwriter, attorney or 
     accountant in connection with such Registration Statement or any 
     post-effective amendment thereto subsequent to the filing thereof and 
     prior to its effectiveness, subject to an undertaking to maintain the 
     confidentiality of such information;

            (vii)   if requested by any Participating Holders or the
     underwriter(s) in connection with an Underwritten Offering, if any, 
     promptly include in any Registration Statement or Prospectus, pursuant 
     to a supplement or post-effective amendment if necessary, such information 
     as such Participating Holders and underwriter(s), if any, may reasonably 
     request to have included therein, including, without limitation, 
     information relating to the "Plan of Distribution" of the Transfer 
     Restricted Securities, information with respect to the principal amount 
     of Transfer Restricted Securities being sold to such underwriter(s), 
     the purchase price being paid therefor and any other terms of the offering 
     of the Transfer Restricted Securities to be sold in such Underwritten 
     Offering; and make all required filings of such Prospectus supplement or 
     post-effective amendment as soon as reasonably practicable after the 
     Company is notified of the matters to be included in such Prospectus 
     supplement or post-effective amendment;

            (viii)  furnish to each Participating Holder and each of the
     underwriter(s) in connection with an Underwritten Offering, if any, without
     charge, at least one copy of the Registration Statement, as declared
     effective by the Commission;

            (ix)    deliver to each Participating Holder and each of the
     underwriter(s), if any, without charge, as many copies of the Prospectus
     (including each preliminary prospectus in the case of an Underwritten
     Offering) and any amendment or supplement thereto as such Persons 
     reasonably may request; the Company hereby consents to the use (in 
     accordance with law) of the Prospectus and any amendment or supplement 
     thereto by each of the Participating Holders and each of the 
     underwriter(s), if any, in connection

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     with the offering and the sale of the Transfer Restricted Securities 
     covered by the Prospectus or any amendment or supplement thereto;

            (x)     enter into such agreements (including an underwriting
     agreement) and make such representations and warranties and take all such
     other actions in connection therewith in order to expedite or facilitate 
     the disposition of the Transfer Restricted Securities pursuant to any
     Registration Statement contemplated by this Agreement as may be reasonably
     requested by any underwriter in connection with any sale or resale pursuant
     to any Registration Statement contemplated by this Agreement in connection
     with an Underwritten Offering, and in such connection, the Company shall:

                    (A)  furnish (or in the case of paragraphs (2) and (3), use
            its best efforts to furnish) to each underwriter, if any, upon the
            effectiveness of the Registration Statement:

                         (1)  a certificate, dated the date of effectiveness of
                    the Shelf Registration Statement signed on behalf of the
                    Company by (x) the President and (y) the chief financial
                    officer of the Company and one of the Administrative 
                    Trustees (as defined in the Declaration), confirming, as 
                    of the date thereof, the matters set forth in Sections 
                    6(cc), 9(a) and 9(b) of the Purchase Agreement and such 
                    other similar matters as the underwriter(s) may 
                    reasonably request;

                         (2)  an opinion, dated the date of effectiveness of 
                    the Registration Statement of counsel for the Company and 
                    the Trust covering matters similar to those set forth in 
                    paragraph (e) of Section 9 of the Purchase Agreement and 
                    such other matter as the underwriters may reasonably 
                    request, and in any event including a statement to the 
                    effect that such counsel has participated in conferences 
                    with officers and other representatives of the Company, 
                    representatives of the independent public accountants for 
                    the Company and have considered the matters required to 
                    be stated therein and the statements contained therein, 
                    although such counsel has not independently verified the 
                    accuracy, completeness or fairness of such statements; 
                    and that such counsel advises that, on the basis of the 
                    foregoing, no facts came to such counsel's attention that 
                    caused such counsel to believe that the Registration 
                    Statement, at the time such Registration Statement or any 
                    post-effective amendment thereto became effective, 
                    contained an untrue statement of a material fact or 
                    omitted to state a material fact required to be stated 
                    therein or necessary to make the statements therein not 
                    misleading, or that the Prospectus contained in such 
                    Registration Statement as of its date contained an untrue 
                    statement of a material fact or omitted to state a 
                    material fact necessary in order to make the statements 
                    therein, in the light of the circumstances under which 
                    they were made, not misleading.  Without limiting the 
                    foregoing, such counsel may state further that such 
                    counsel assumes no responsibility for, and has not 
                    independently verified, the accuracy, completeness or 
                    fairness of the financial statements, notes and schedules 
                    and other financial data included in any Registration 
                    Statement contemplated by this Agreement or the related 
                    Prospectus; and

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<PAGE>

               (3)  a customary comfort letter, dated as of the date of 
          effectiveness of the Registration Statement from the Company's 
          independent accountants, in the customary form and covering matters 
          of the type customarily covered in comfort letters to underwriters 
          in connection with primary underwritten offerings, and affirming 
          the matters set forth in the comfort letters delivered pursuant to 
          Section 9 of the Purchase Agreement, without exception;

          (B)  set forth in full or incorporate by reference in the 
     underwriting agreement, if any, in connection with any sale or resale 
     pursuant to any Registration Statement the indemnification provisions 
     and procedures of Section 7 hereof with respect to all parties to be 
     indemnified pursuant to said Section; and

          (C)  deliver such other documents and certificates as may be 
     reasonably requested by the underwriter(s), if any, to evidence 
     compliance with clause (A) above and with any customary conditions 
     contained in the underwriting agreement or other agreement entered into 
     by the Company pursuant to this clause (x).

     The above shall be done at each closing under such underwriting or 
similar agreement, as and to the extent required thereunder, and if at any 
time the representations and warranties of the Company contemplated in (A)(1) 
above cease to be true and correct, the Company shall so advise the 
underwriter(s) promptly and if requested by such Persons, shall confirm such 
advice in writing;

          (xi)  prior to any public offering of Transfer Restricted 
     Securities, cooperate with the Participating Holders, the 
     underwriter(s), if any, and their respective counsel in connection with 
     the registration and qualification of the Transfer Restricted Securities 
     under the securities or Blue Sky laws of such jurisdictions as the 
     Participating Holders or underwriter(s), if any, may reasonably request 
     and do any and all other acts or things necessary or advisable to enable 
     the disposition in such jurisdictions of the Transfer Restricted 
     Securities covered by the applicable Registration Statement; PROVIDED, 
     HOWEVER, that the Company shall not be required to register or qualify 
     as a foreign corporation where it is not now so qualified or to take any 
     action that would subject it to the service of process in suits or to 
     taxation, other than as to matters and transactions relating to the 
     Registration Statement, in any jurisdiction where it is not now so 
     subject;

          (xii) in connection with any sale of Transfer Restricted 
     Securities that will result in such securities no longer being Transfer 
     Restricted Securities, cooperate with the Participating Holders and the 
     underwriter(s), if any, to facilitate the timely preparation and 
     delivery of certificates representing Transfer Restricted Securities to 
     be sold and not bearing any restrictive legends; and to register such 
     Transfer Restricted Securities in such denominations and such names as 
     the Holders or the underwriter(s), if any, may reasonably request at 
     least two Business Days prior to such sale of Transfer Restricted 
     Securities;


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<PAGE>

            (xiii)  use its best efforts to cause the disposition of the 
     Transfer Restricted Securities covered by the Registration Statement to 
     be registered with or approved by such other governmental agencies or 
     authorities as may be necessary to enable the seller or sellers thereof 
     or the underwriter(s), if any, to consummate the disposition of such 
     Transfer Restricted Securities, subject to the proviso contained in 
     clause (xi) above;

            (xiv)   subject to Section 5(b)(i), if any fact or event 
     contemplated by Section 5(b)(iii)(D) above shall exist or have occurred, 
     prepare a supplement or post-effective amendment to the Registration 
     Statement or related Prospectus or any document incorporated therein by 
     reference or file any other required document so that, as thereafter 
     delivered to the purchasers of Transfer Restricted Securities, the 
     Prospectus will not contain an untrue statement of a material fact or 
     omit to state any material fact necessary to make the statements 
     therein, in the light of the circumstances under which they were made, 
     not misleading;

            (xv)    provide a CUSIP number for all Transfer Restricted 
     Securities not later than the effective date of a Registration Statement 
     covering such Transfer Restricted Securities and provide the Trustee 
     under the Indenture with printed certificates for the Transfer 
     Restricted Securities which are in a form eligible for deposit with the 
     Depository Trust Company;

            (xvi)   cooperate and assist in any filings required to be made 
     with the NASD and in the performance of any due diligence investigation 
     by any underwriter (including any "qualified independent underwriter") 
     that is required to be retained in accordance with the rules and 
     regulations of the NASD, and use its best efforts to cause such 
     Registration Statement to become effective and approved by such 
     governmental agencies or authorities as may be necessary to enable the 
     Holders selling Transfer Restricted Securities to consummate the 
     disposition of such Transfer Restricted Securities;

            (xvii)  otherwise use its best efforts to comply with all 
     applicable rules and regulations of the Commission, and make generally 
     available to its security holders with regard to any applicable 
     Registration Statement, as soon as practicable, a consolidated earnings 
     statement meeting the requirements of Rule 158 (which need not be 
     audited) covering a twelve-month period beginning after the effective 
     date of the Registration Statement (as such term is defined in paragraph 
     (c) of Rule 158 under the Act);

            (xviii) cause the Indenture to be qualified under the TIA not 
     later than the effective date of the first Registration Statement 
     required by this Agreement and, in connection therewith, cooperate with 
     the Trustee and the Holders of Notes to effect such changes to the 
     Indenture as may be required for such Indenture to be so qualified in 
     accordance with the terms of the TIA; and execute and use its best 
     efforts to cause the Trustee to execute, all documents that may be 
     required to effect such changes and all other forms and documents 
     required to be filed with the Commission to enable such Indenture to be 
     so qualified in a timely manner;

                                       11

<PAGE>

          (xix)  concurrently with the effectiveness of the Shelf 
     Registration Agreement, list all Common Stock covered by such 
     Registration Statement on any securities exchange on which the Common 
     Stock is then listed.

     (c)  RESTRICTIONS ON HOLDERS.  Each Holder agrees by acquisition of a 
Transfer Restricted Security that, upon receipt of the notice referred to in 
Section 5(b)(iii)(D) hereof, such Holder will forthwith discontinue 
disposition of Transfer Restricted Securities pursuant to the Registration 
Statement until such Holder's receipt of the copies of the supplemented or 
amended Prospectus contemplated by Section 5(b)(xiv) hereof, or until it is 
advised in writing by the Company that the use of the Prospectus may be 
resumed, and has received copies of any additional or supplemental filings 
that are incorporated by reference in the Prospectus (the "Advice").  If so 
directed by the Company, each Holder will deliver to the Company (at the 
Company's expense) all copies, other than permanent file copies then in such 
Holder's possession, of the Prospectus covering such Transfer Restricted 
Securities that was current at the time of receipt of either such notice.  In 
the event the Company shall give any such notice, the time period regarding 
the effectiveness of such Registration Statement set forth in Section 3, as 
applicable, shall be extended by the number of days during the period from 
and including the date of the giving of such notice pursuant to Section 
5(b)(i) or Section 5(b)(iii)(D) hereof to and including the date when each 
selling Holder covered by such Registration Statement shall have received the 
copies of the supplemented or amended Prospectus contemplated by Section 
5(b)(xiv) hereof or shall have received the Advice.

              SECTION 6.      REGISTRATION EXPENSES

     (a)  All expenses incident to the Company's performance of or compliance 
with this Agreement will be borne by the Company, regardless of whether a 
Registration Statement becomes effective, including without limitation: (i) 
all registration and filing fees and expenses (including filings made by any 
Holder with the NASD (and, if applicable, the reasonable fees and expenses of 
any "qualified independent underwriter") and its counsel that may be required 
by the rules and regulations of the NASD); (ii) all fees and expenses of 
compliance with federal securities and state Blue Sky or securities laws; 
(iii) all expenses of printing, messenger and delivery services and 
telephone; (iv) all fees and disbursements of counsel for the Company and one 
designated counsel for Holders of Transfer Restricted Securities in 
connection with an Underwritten Offering; (v) all application and filing fees 
in connection with listing the Preferred Securities and the Guarantee, 
Debentures and Common Stock on a national securities exchange pursuant to the 
requirements hereof; and (vi) all fees and disbursements of independent 
certified public accountants of the Company (including the expenses of any 
special audit and comfort letters required by or incident to such 
performance).

     The Company will, in any event, bear its internal expenses (including, 
without limitation, all salaries and expenses of its officers and employees 
performing legal or accounting duties), the expenses of any annual audit and 
the fees and expenses of any Person, including special experts, retained by 
the Company.


                                       12

<PAGE>

     (b)  In connection with the Underwritten Offering, the Company will 
reimburse the Holders of Transfer Restricted Securities being registered 
pursuant to the Shelf Registration Statement for the reasonable fees and 
disbursements of not more than one counsel, who shall be chosen by the 
Holders of a majority in principal amount of the Transfer Restricted 
Securities for whose benefit such Registration Statement is being prepared.

              SECTION 7.      INDEMNIFICATION

     (a)  The Company and the Trust agree to indemnify and hold harmless (i) 
each Participating Holder and (ii) each person, if any, who controls (within 
the meaning of Section 15 of the Act or Section 20 of the Exchange Act) any 
Participating Holder (any of the persons referred to in this clause (ii) 
being hereinafter referred to as a "controlling person") and (iii) the 
respective officers, directors, partners, employees, representatives and 
agents of any Participating Holder or any controlling person (any person 
referred to in clause (i), (ii) or (iii) may hereinafter be referred to as an 
"INDEMNIFIED HOLDER"), to the fullest extent lawful, from and against any and 
all losses, claims, damages, liabilities, judgments, actions and expenses 
(including without limitation and as incurred, reimbursement of all 
reasonable costs of investigating, preparing, pursuing or defending any claim 
or action, or any investigation or proceeding by any governmental agency or 
body, commenced or threatened, including the reasonable fees and expenses of 
counsel to any Indemnified Holder) directly or indirectly caused by, related 
to, based upon, arising out of or in connection with any untrue statement or 
alleged untrue statement of a material fact contained in any Registration 
Statement, preliminary prospectus or Prospectus (or any amendment or 
supplement thereto), or any omission or alleged omission to state therein a 
material fact required to be stated therein or necessary to make the 
statements therein not misleading, except insofar as such losses, claims, 
damages, liabilities or expenses are caused by an untrue statement or 
omission or alleged untrue statement or omission that is made in reliance 
upon and in conformity with information relating to any of the Participating 
Holders furnished in writing to the Company by any of the Participating 
Holders expressly for use therein.  No indemnification shall be made under 
this Section 7(a) if the Prospectus is used after notice is given by the 
Company pursuant to 5(c) or with respect to a preliminary Prospectus if a 
copy of the final Prospectus was not sent or given by the Indemnified Holder 
or his agent if required by law to be so delivered and if such final 
Prospectus had been delivered, such delivery would have completely cured the 
defect giving rise to such loss, claim, damage, liability, judgment, action 
or expense.

     In case any action or proceeding (including any governmental or 
regulatory investigation or proceeding) shall be brought or asserted against 
any of the Indemnified Holders with respect to which indemnity may be sought 
against the Company and the Trust, such Indemnified Holder (or the 
Indemnified Holder controlled by such controlling person) shall promptly 
notify the Company and the Trust in writing (PROVIDED, that the failure to 
give such notice shall not relieve the Company or the Trust of its 
obligations pursuant to this Agreement).  Such Indemnified Holder shall have 
the right to employ its own counsel in any such action and the reasonable 
fees and expenses of such counsel shall be paid, as incurred, by the Company 
and the Trust.  The Company and the Trust shall not, in connection with any 
one such action or proceeding or separate but substantially similar or 
related actions or proceedings in the same jurisdiction arising out of the 
same general allegations or 


                                       13

<PAGE>

circumstances, be liable for the reasonable fees and expenses of more than 
one separate firm of attorneys (in addition to any local counsel) at any time 
for such Indemnified Holders, which firm shall be designated by the Holders.  
The Company and the Trust shall not be liable for any settlement of any such 
action or proceeding effected without the Company's prior written consent, 
which consent shall not be withheld unreasonably, and the Company and the 
Trust agree to indemnify and hold harmless each Indemnified Holder from and 
against any loss, claim, damage, liability or expense by reason of any 
settlement of any action effected with the written consent of the Company.  
The Company shall not, without the prior written consent of each Indemnified 
Holder, settle or compromise or consent to the entry of judgment in or 
otherwise seek to terminate any pending or threatened action, claim, 
litigation or proceeding involving an Indemnified Holder unless such 
settlement, compromise, consent or termination includes an unconditional 
release of such Indemnified Holder from all liability arising out of such 
action, claim, litigation or proceeding.

     (b)  Each Holder of Transfer Restricted Securities agrees, severally and 
not jointly, to indemnify and hold harmless the Company and its directors, 
officers, and any person controlling (within the meaning of Section 15 of the 
Act or Section 20 of the Exchange Act) the Company and the Trust, its 
trustees and their officers, directors, partners, employees, representatives 
and agents of each such person, to the same extent as the foregoing indemnity 
from the Company and the Trust to each of the Indemnified Holders, but only 
with respect to claims and actions based on information relating to such 
Holder furnished in writing by such Holder expressly for use in any 
Registration Statement or based on the fact that a final Prospectus was not 
sent or given by the Holder or his agent if required by law to be so 
delivered.  In case any action or proceeding shall be brought against the 
Company or its directors or officers or any such controlling person or the 
Trust or its trustees or their directors or officers or any such controlling 
person in respect of which indemnity may be sought against a Holder of 
Transfer Restricted Securities, such Holder shall have the rights and duties 
given the Company, and the Company and the Trust, such trustees, directors or 
officers or such controlling person shall have the rights and duties given to 
each Holder by the preceding paragraph.  In no event shall any Holder be 
liable or responsible for any amount in excess of the amount by which the 
total received by such Holder with respect to its sale of Transfer Restricted 
Securities pursuant to a Registration Statement exceeds (i) the amount paid 
by such Holder for such Transfer Restricted Securities and (ii) the amount of 
any damages which such Holder has otherwise been required to pay by reason of 
such untrue or alleged untrue statement or omission or alleged omission.

     (c)  If the indemnification provided for in this Section 7 is 
unavailable to an indemnified party under Section 7(a) or Section 7(b) hereof 
(other than by reason of exceptions provided in those Sections) in respect of 
any losses, claims, damages, liabilities or expenses referred to therein, 
then each applicable indemnifying party, in lieu of indemnifying such 
indemnified party, shall contribute to the amount paid or payable by such 
indemnified party as a result of such losses, claims, damages, liabilities or 
expenses in such proportion as is appropriate to reflect the relative 
benefits received by the Company, on the one hand, and the Holders, on the 
other hand, from their sale of Transfer Restricted Securities or if such 
allocation is not permitted by applicable law, the relative fault of the 
Company, on the one hand, and of the Indemnified Holder, on the other hand, 
in connection with the statements or omissions which resulted in such 


                                       14

<PAGE>

losses, claims, damages, liabilities or expenses, as well as any other 
relevant equitable considerations.  The relative fault of the Company and the 
Trust, on the one hand, and of the Indemnified Holder, on the other hand, 
shall be determined by reference to, among other things, whether the untrue 
or alleged untrue statement of a material fact or the omission or alleged 
omission to state a material fact relates to information supplied by the 
Company or by the Indemnified Holder and the parties' relative intent, 
knowledge, access to information and opportunity to correct or prevent such 
statement or omission.  The amount paid or payable by a party as a result of 
the losses, claims, damages, liabilities and expenses referred to above shall 
be deemed to include, subject to the limitations set forth in the second 
paragraph of Section 7(a), any legal or other fees or expenses reasonably 
incurred by such party in connection with investigating or defending any 
action or claim.

     The Company. the Trust and each Holder of Transfer Restricted Securities 
agree that it would not be just and equitable if contribution pursuant to 
this Section 7(c) were determined by pro rata allocation (even if the Holders 
were treated as one entity for such purpose) or by any other method of 
allocation which does not take account of the equitable considerations 
referred to in the immediately preceding paragraph.  The amount paid or 
payable by an indemnified party as a result of the losses, claims, damages, 
liabilities or expenses referred to in the immediately preceding paragraph 
shall be deemed to include, subject to the limitations set forth above, any 
legal or other expenses reasonably incurred by such indemnified party in 
connection with investigating or defending any such action or claim.  
Notwithstanding the provisions of this Section 7, no Holder or its related 
Indemnified Holders shall be required to contribute, in the aggregate, any 
amount in excess of the amount by which the total received by such Holder 
with respect to the sale of its Transfer Restricted Securities pursuant to a 
Registration Statement exceeds the sum of (A) the amount paid by such Holder 
for such Transfer Restricted Securities PLUS (B) the amount of any damages 
which such Holder has otherwise been required to pay by reason of such untrue 
or alleged untrue statement or omission or alleged omission.  No person 
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) 
of the Act) shall be entitled to contribution from any person who was not 
guilty of such fraudulent misrepresentation.  The Holders' obligations to 
contribute pursuant to this Section 7(c) are several in proportion to the 
respective principal amount of Transfer Restricted Securities and not joint.

              SECTION 8.      RULE 144A

     The Company hereby agrees with each Holder, for so long as any Transfer 
Restricted Securities remain outstanding and during any period in which the 
Company is not subject to Section 13 or 15(d) of the Securities Exchange Act 
of 1934, to make available within a reasonable period of time, upon request 
of any Holder or beneficial owner of Transfer Restricted Securities in 
connection with any sale thereof and any prospective purchaser of such 
Transfer Restricted Securities designated by such Holder or beneficial owner, 
the information required by Rule 144A(d)(4) under the Act in order to permit 
resales of such Transfer Restricted Securities pursuant to Rule 144A.


                                       15

<PAGE>

              SECTION 9.      UNDERWRITTEN REGISTRATIONS

     No Holder may participate in any Underwritten Registration hereunder 
unless such Holder (a) agrees to sell such Holder's Transfer Restricted 
Securities on the basis provided in customary underwriting arrangements 
entered into in connection therewith and (b) completes and executes all 
reasonable questionnaires, powers of attorney, and other documents required 
under the terms of such underwriting arrangements.

              SECTION 10.     SELECTION OF UNDERWRITERS

     For any Underwritten Offering, the investment banker or investment 
bankers and manager or managers for any Underwritten Offering that will 
administer such offering will be selected by the Holders of a majority in 
aggregate principal amount of the Transfer Restricted Securities included in 
such offering and must be reasonably acceptable to the Company.  Such 
investment bankers and managers are referred to herein as the "underwriters."

              SECTION 11.     MISCELLANEOUS

     (a)  REMEDIES.  Each Holder, in addition to being entitled to exercise 
all rights provided herein, in the Indenture, the Purchase Agreement or 
granted by law, including recovery of liquidated or other damages, will be 
entitled to specific performance of its rights under this Agreement.  The 
Company agrees that monetary damages would not be adequate compensation for 
any loss incurred by reason of a breach by them of the provisions of this 
Agreement and hereby agree to waive the defense in any action for specific 
performance that a remedy at law would be adequate.

     (b)  NO INCONSISTENT AGREEMENTS. The Company will not, on or after the 
date of this Agreement, enter into any agreement with respect to its 
securities that is inconsistent with the rights granted to the Holders in 
this Agreement or otherwise conflicts with the provisions hereof.  The rights 
granted to the Holders hereunder do not in any way conflict with and are not 
inconsistent with the rights granted to the holders of the Company's 
securities under any agreement in effect on the date hereof.

     (c)  AMENDMENTS AND WAIVERS.  The provisions of this Agreement may not 
be amended, modified or supplemented, and waivers or consents to or 
departures from the provisions hereof may not be given unless (i) in the case 
of Section 4 hereof and this Section 11(c)(i), the Company has obtained the 
written consent of Holders of all outstanding Transfer Restricted Securities 
and (ii) in the case of all other provisions hereof, the Company has obtained 
the written consent of Holders of a majority of the then outstanding Transfer 
Restricted Securities (on a fully diluted basis).  Notwithstanding the 
foregoing, a waiver or consent to depart from the provisions hereof with 
respect to a matter that relates exclusively to the rights of Holders of 
Transfer Restricted Securities whose securities are being sold pursuant to a 
Registration Statement and that does not directly or indirectly affect the 
rights of other Holders of Transfer Restricted Securities may be given by 
Holders of a majority of the Transfer Restricted Securities (on a fully 
converted basis) being sold by such Holders pursuant to such 


                                       16

<PAGE>

Registration Statement; provided, however, that the provisions of this 
sentence may not be amended, modified, or supplemented except in accordance 
with the provisions of the immediately preceding sentence.

     (d)  NOTICES.  All notices and other communications provided for or 
permitted hereunder shall be made in writing by hand-delivery, first-class 
mail (registered or certified, return receipt requested), telex, telecopier, 
or air courier guaranteeing overnight delivery:

          (i)  if to a Holder, at the address set forth on the records of the
     Registrar (as defined in the Indenture) under the Indenture, with a copy to
     the Registrar under the Indenture; and

          (ii) if to the Company:

               Tower Automotive, Inc.
               4508 IDS Center
               Minneapolis, Minnesota  55402
               Telecopier No.:  (612) 332-2012
               Attention:  Scott D. Rued

               With a copy to:

               Kirkland & Ellis
               200 E. Randolph Drive
               Chicago, Illinois  60601
               Telecopier No.:  312-861-2200
               Attention:  Dennis M. Myers

         (iii) if to the Trust:

               Tower Automotive Capital Trust
               c/o Tower Automotive, Inc.
               4508 IDS Center
               Minneapolis, Minnesota  55402
               Telecopier No.:  (612) 332-2012
               Attention:  Scott D. Rued

               With a copy to:

               Kirkland & Ellis
               200 E. Randolph Drive
               Chicago, Illinois  60601
               Telecopier No.:  312-861-2200
               Attention:  Dennis M. Myers


                                       17

<PAGE>

     All such notices and communications shall be deemed to have been duly 
given:  at the time delivered by hand, if personally delivered; five Business 
Days after being deposited in the mail, postage prepaid, if mailed; when 
receipt acknowledged, if telecopied; and on the next Business Day, if timely 
delivered to an air courier guaranteeing overnight delivery.

     Copies of all such notices, demands or other communications shall be 
concurrently delivered by the Person giving the same to the Trustee at the 
address specified in the Indenture.

     (e)  SUCCESSORS AND ASSIGNS.  This Agreement shall inure to the benefit 
of and be binding upon the successors and assigns of each of the parties, 
including without limitation and without the need for an express assignment, 
subsequent Holders of Transfer Restricted Securities; PROVIDED, HOWEVER, that 
this Agreement shall not inure to the benefit of or be binding upon a 
successor or assign of a Holder unless and to the extent such successor or 
assign acquired Transfer Restricted Securities directly from such Holder.

     (f)  COUNTERPARTS.  This Agreement may be executed in any number of 
counterparts and by the parties hereto in separate counterparts, each of 
which when so executed shall be deemed to be an original and all of which 
taken together shall constitute one and the same agreement.

     (g)  HEADINGS.  The headings in this Agreement are for convenience of 
reference only and shall not limit or otherwise affect the meaning hereof.

     (h)  GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS, WITHOUT REGARD TO THE 
CONFLICT OF LAW RULES THEREOF.

     (i)  SEVERABILITY.  In the event that any one or more of the provisions 
contained herein, or the application thereof in any circumstance, is held 
invalid, illegal or unenforceable, the validity, legality and enforceability 
of any such provision in every other respect and of the remaining provisions 
contained herein shall not be affected or impaired thereby.

     (j)  ENTIRE AGREEMENT.  This Agreement is intended by the parties as a 
final expression of their agreement and intended to be a complete and 
exclusive statement of the agreement and understanding of the parties hereto 
in respect of the subject matter contained herein.  There are no 
restrictions, promises, warranties or undertakings, other than those set 
forth or referred to herein with respect to the registration rights granted 
with respect to the Transfer Restricted Securities.  This Agreement 
supersedes all prior agreements and understandings between the parties with 
respect to such subject matter.


                                       18

<PAGE>

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the 
date first written above.

                                       TOWER AUTOMOTIVE, INC.

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


                                       TOWER AUTOMOTIVE, INC., as Depositor For

                                       TOWER AUTOMOTIVE CAPITAL TRUST

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




DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION

ROBERT W. BAIRD & CO. INCORPORATED

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

PAINEWEBBER INCORPORATED

   /s/ Herald L. Ritch
---------------------------------------
By:  Donaldson, Lufkin & Jenrette
     Securities Corporation


By:   Herald L. Ritch
   ------------------------------------
Title: Managing Director


                                       19