Edgar Filing: TOWER AUTOMOTIVE INC

SCHEDULE 14A
(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the registrant [X]

Filed by a party other than the registrant [ ]

Check the appropriate box:

[ ] Preliminary proxy statement. [ ] Confidential, for use of the
Commission only (as permitted by
Rule 14a-6(e)(2).

[X] Definitive proxy statement.

[ ] Definitive additional materials.

[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12.

Tower Automotive, Inc.
--------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

Payment of filing fee (check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.

(1) Title of each class of securities to which transaction applies:

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

(2) Aggregate number of securities to which transaction applies:

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

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

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

(4) Proposed maximum aggregate value of transaction:

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

(5) Total fee paid:

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

[ ] Fee paid previously with preliminary materials.
--------------------------------------------------------------------------------

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.

(1) Amount Previously Paid:

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

(2) Form, Schedule or Registration Statement No.:

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

(3) Filing Party:

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

(4) Date Filed:

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

TOWER AUTOMOTIVE, INC.
5211 CASCADE ROAD, SE
GRAND RAPIDS, MICHIGAN 49546

April 24, 2003

To Our Stockholders:

You are cordially invited to attend Tower Automotive, Inc.'s 2003 Annual
Meeting of Stockholders which will be held on May 21, 2003, at 1:00 p.m. local
time, at our Technical Center, 27175 Haggerty Road in Novi, Michigan.

The official Notice of Meeting, Proxy Statement and Proxy are included with
this letter. The proposal listed in the Notice of Meeting is more fully
described in the Proxy Statement.

Whether or not you plan to attend the Meeting in person, and regardless of
the number of shares you own, please complete, sign, date and return the
enclosed card promptly in the enclosed envelope. This will ensure that your
shares are voted as you wish and that a quorum will be present.

Sincerely,

/s/ S.A. Johnson

S. A. Johnson
Chairman of the Board

TOWER AUTOMOTIVE, INC.
NOTICE OF
2003 ANNUAL MEETING OF STOCKHOLDERS

TIME: 1:00 p.m. local time, May 21, 2003.

PLACE: Tower Automotive Technical Center
27175 Haggerty Road
Novi, Michigan.

PROPOSALS: (1) Election of nine directors; and to transact any other
proper business.

RECORD DATE: Only holders of record at the close of business on April 18,
2003, are entitled to notice of and to vote on all proposals
presented at the meeting and at any adjournments or
postponements thereof. A list of such holders will be available
prior to the meeting at our corporate office for examination by
any stockholder for any purpose germane to the meeting.

By Order of the Board of Directors,

/s/ James N. DeBoer
James N. DeBoer
Secretary

Dated: April 24, 2003

YOUR VOTE IS IMPORTANT!

TO VOTE YOUR SHARES, PLEASE COMPLETE, SIGN, DATE AND MAIL THE ENCLOSED PROXY
CARD OR COMPLY WITH THE PROCEDURES FOR VOTING BY TELEPHONE.

TOWER AUTOMOTIVE, INC.
5211 CASCADE ROAD, SE
GRAND RAPIDS, MICHIGAN 49546
-------------------------

PROXY STATEMENT
-------------------------

2003 ANNUAL MEETING OF STOCKHOLDERS
MAY 21, 2003
-------------------------

This Proxy Statement and accompanying Proxy are being furnished to the
holders of common stock of Tower Automotive, Inc. in connection with the
solicitation of Proxies on behalf of the Board of Directors of Tower Automotive
for the Annual Meeting of Stockholders (the "Annual Meeting"), to be held on May
21, 2003, at 1:00 p.m. local time at our Automotive Technical Center, 27175
Haggerty Road in Novi, Michigan, and at any adjournments and postponements
thereof. These Proxy materials are being mailed on or about April 24, 2003, to
holders of record, on April 18, 2003, of the common stock.

When you sign and return the enclosed Proxy and if no direction is
indicated, such proxy will be voted FOR the slate of directors described below
and, as to any other business as may properly be brought before the Annual
Meeting and any adjournments or postponements thereof, in the discretion of the
Proxy holders.

Returning your completed Proxy will not prevent you from voting in person
at the Annual Meeting should you be present and wish to do so. In addition, you
may revoke your Proxy any time before it is voted, by written notice to our
Secretary prior to the Annual Meeting, or by submission of a later-dated Proxy,
or by the withdrawal of your Proxy and voting in person at the Annual Meeting.

On April 18, 2003, there were 56,133,130 shares of our common stock
outstanding. Each outstanding share of common stock entitles the holder thereof
to one vote per share. The presence in person or by Proxy of at least 51% of
such shares constitutes a quorum. Under Delaware law, abstentions are treated as
present and entitled to vote and therefore have the effect of a vote against a
matter. A broker non-vote on a matter is considered not entitled to vote on that
matter and therefore is not counted in determining whether a matter requiring
approval of a majority of the shares present and entitled to vote has been
approved. Votes cast at the meeting or submitted by Proxy will be counted by
inspectors of the meeting who will be appointed by us.

ELECTION OF DIRECTORS

Our Board of Directors is currently comprised of nine members. Our Board
has nominated and recommends the election of each of the nine nominees set forth
below as a director, to serve until the next annual meeting of stockholders or
until their successors are duly elected and qualified. Each of the nominees is
an incumbent director, previously elected by our stockholders, except for Mr.
Anthony Fernandes. Our Board of Directors expects all nominees named below to be
available for election. If any nominee is not available, the Proxy holders may
vote for a substitute unless the Board of Directors reduces the number of
directors.

Directors will be elected at the Annual Meeting by a plurality of the votes
cast at the meeting by the holders of shares represented in person or by Proxy.
Accordingly, the nine individuals who receive the greatest number of votes cast
by stockholders will be elected as directors. There is no right to cumulative
voting on any matter.

Our Board of Directors is committed to sound and effective corporate
governance practices. Currently, a majority of our directors are independent,
and each member of our Audit, Compensation and Governance Committees are
independent under the New York Stock Exchange's current listing standards.
Pending the adoption of the New York Stock Exchange listing standards regarding
corporate governance matters, we plan to formalize our governance guidelines and
principles.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF THE NOMINEES
TO THE BOARD OF DIRECTORS.

The following sets forth information as to each nominee for election at the
Annual Meeting, including age as of April 18, 2003, principal occupation and
employment for a minimum of the past five years, directorships in other publicly
held companies, and period of service as a director of Tower Automotive.

S.A. (Tony) Johnson, 62, has served as Chairman and as a Director since
April 1993. Mr. Johnson is the founder of Hidden Creek Industries ("Hidden
Creek"), a private industrial management company based in Minneapolis which has
provided certain management and other services to Tower Automotive. Mr. Johnson
is also the Managing Partner of J2R Partners ("J2R"), an investment partnership
that participated in the acquisition of R. J. Tower Corporation. Prior to
forming Hidden Creek, Mr. Johnson served from 1985 to 1989 as Chief Operating
Officer of Pentair, Inc., a diversified industrial company. From 1981 to 1985,
Mr. Johnson was President and Chief Executive Officer of Onan Corp., a
diversified manufacturer of electrical generating equipment and engines for
commercial, defense and industrial markets. Mr. Johnson currently serves as a
director of Dura Automotive Systems, Inc., a manufacturer of mechanical
assemblies and integrated systems for the automotive industry, and served as
Chairman and a director of Automotive Industries Holding, Inc., a supplier of
automotive interior trim components, from May 1990 until its sale to Lear
Corporation in August 1995.

Dugald K. Campbell, 56, has served as our President, Chief Executive
Officer and as a Director since December 1993. From 1991 to 1993, Mr. Campbell
served as a consultant to Hidden Creek. From 1988 to 1991, he served as Vice
President and General Manager of the Sensor Systems Division of Siemens
Automotive, a manufacturer of engine management systems and components. From
1972 to 1988, Mr. Campbell held various executive, engineering and marketing
positions with Allied Automotive, a manufacturer of vehicle systems and
components and a subsidiary of AlliedSignal, Inc.

Anthony G. Fernandes, 57, was nominated by the Board to serve as a Director
beginning as of this year's annual meeting. Mr. Fernandes was Chairman, Chief
Executive Officer and President of Philip Services Corporation, an industrial
services and integrated metals recovery company, from 1999 to 2002. Prior to
joining Philip Services, Mr. Fernandes worked at Atlantic Richfield Company for
more than 30 years, including from 1994 to 1999 as Executive Vice President and
director. In addition, from 1997 to 1998, he was chairman of ARCO Chemical, a
publicly traded company owned 80% by Atlantic Richfield. Mr. Fernandes is a
director of Baker Hughes Corporation, Cytec Industries, Inc., and Black and
Veatch.

Jurgen M. Geissinger, 43, has served as a Director since May 2000. Dr.
Geissinger has served as President and Chief Executive Officer of INA Holding
GmbH & Co. KG, a global manufacturer of bearings, linear guidance systems,
automotive transmissions and engine systems since November 1998. From 1992 to
October 1998, Dr. Geissinger served in various positions at ITT Automotive, most
recently as Senior Vice President, with responsibility for the Brakes and
Chassis Engineering Division worldwide.

Ali Jenab, 40, has served as a Director since January 2001. Mr. Jenab is
the President and Chief Executive Officer of VA Linux Systems, Inc. From
February 2001 until July 2002, he served as its Chief Operating Officer. From
August 2000, until February 2001, Mr. Jenab served as that company's Senior Vice
President and General Manager, Systems Division. From 1983 through August 2000,
Mr. Jenab held various positions at Amdahl Corporation, a provider of high-end
integrated computing solutions.

Joe Loughrey, 53, has served as a Director since November 1994. Mr.
Loughrey joined Cummins, Inc. in 1974 and has served as Executive Vice President
and President -- Engine Business since October 1999. Before then, Mr. Loughrey
served as Executive Vice President and Group President -- Industrial and Chief
Technical Officer from 1996 to 1999. Mr. Loughrey is also a director of
Sauer-Danfoss, Inc., a worldwide leader in the design, manufacture and sale of
engineered hydraulic systems and components.

James R. Lozelle, 57, has served as a Director since May 1994. Mr. Lozelle
served as Executive Vice President for Tower, with responsibility for our
operations in Milwaukee, Wisconsin and Roanoke, Virginia, from April 1997 to
January 1999. From the acquisition of Edgewood Tool and Manufacturing Company
("Edgewood") in May 1994 until March 1997, Mr. Lozelle served at the Tower
Automotive Technical
2

Centers, with responsibility for advanced product development and customer
service. Mr. Lozelle served as President of Edgewood from 1982 until it was
acquired by us.

Georgia R. Nelson, 53, has served as a Director since May 2001. Ms. Nelson
has served as President of Midwest Generation EME, LLC, an Edison International
company since it was established in 1999 as a subsidiary of Edison Mission
Energy. Midwest Generation is a wholesale power generation company. Since
January 1, 2002, Ms. Nelson has served as General Manager of Edison Mission
Energy -- Americas, a global independent power operating, development and
trading company. From 1996 to 1999, Ms. Nelson was Senior Vice President of
Worldwide Operations and Division President of the Americas region of Edison
Mission Energy. From 1993 to 1996, she served as Senior Vice President of
Southern California Edison, a large U.S. electric utility.

Enrique Zambrano, 47, has served as a Director since December 1997. Mr.
Zambrano has served as Chief Executive Officer and a director of Proeza, S.A. de
C.V., a diversified international company that has operations primarily in the
automotive and citrus juice processing industries, since 1988. Mr. Zambrano is
also a director of IMSA, a steel processing company, SENDA, a leading regional
transportation company, XIGNUX, a Mexican private industrial conglomerate, and
ITESM, the largest private University in Mexico.

There are no family relationships between any of the directors, nominees,
or any of our executive officers.

BOARD AND COMMITTEE MEETINGS

Our Board of Directors held eleven meetings (exclusive of committee
meetings) during 2002. During 2002, each director attended at least 75% of the
meetings of the Board of Directors and any committees on which such director
served. The Board of Directors has established the following committees, the
functions and current members of which are noted below.

Executive Committee. The Executive Committee consists of S.A. Johnson
(Chairman) and Dugald K. Campbell. The Executive Committee has all the power and
authority vested in or retained by the Board of Directors, and may exercise such
power and authority in such manner as it shall deem for our best interest in all
cases in which specific direction shall not have been given by the Board of
Directors, and subject to any specific limitations imposed by law or a
resolution of the Board of Directors. The Executive Committee met five times
during the preceding fiscal year.

Compensation Committee. The Compensation Committee consists of Joe
Loughrey (Chairman), Jurgen M. Geissinger, Ali Jenab, and Georgia Nelson. During
the last fiscal year, the Compensation Committee made recommendations to the
Board of Directors with respect to salaries, compensation and benefits of our
directors and executive officers, and granted options under the Long-Term
Incentive Plan (the "Plan") to purchase our common stock. The Compensation
Committee met seven times during the preceding fiscal year.

Nominating and Corporate Governance Committee. The Nominating and
Corporate Governance Committee (formerly the Nominating Committee) consists of
Georgia Nelson (Chairperson), Joe Loughrey, and James R. Lozelle. This Committee
is responsible for (1) recommending qualifications and standards to serve as a
director, (2) identifying and recommending individuals qualified to become one
of our directors, and (3) developing, recommending and reviewing corporate
governance standards and policies. This Committee met once last year.

Audit Committee. The Audit Committee of the Board of Directors consists of
James R. Lozelle (Chairman), Jurgen M. Geissinger, Ali Jenab, and Georgia
Nelson. This Committee, composed entirely of independent directors under the
applicable NYSE listing standards, is responsible for overseeing management's
reporting practices and internal controls on behalf of the Board of Directors.
The Committee is also responsible for recommending to our Board of Directors the
independent public accountants to audit our financial statements. The full
responsibilities of the Committee are set forth in its Audit Committee Charter
(a copy of which is attached as Appendix A to this Proxy Statement), which was
amended and restated by the Board of Directors on December 18, 2002. The Audit
Committee met twelve times during 2002.

On February 18, 2003, the Audit Committee submitted to the Board the
following report:

We have reviewed and discussed with management the Company's audited
financial statements as of and for the year ended December 31, 2002.

We have discussed with the independent auditors the matters required
to be discussed by Statement on Accounting Standards No. 61, Communication
with Audit Committees, as amended, by the Auditing Standards Board of the
American Institute of Certified Public Accountants.

We have received and reviewed the written disclosures and the letter
from the independent auditors required by Independence Standard No. 1,
Independence Discussions with Audit Committees, as amended, by the
Independence Standards Board, and have discussed with the auditors the
auditors' independence.

Based on the reviews and discussions referred to above, we recommend
to the Board of Directors that the financial statements referred to above
be included in the Company's Form 10-K Report for the year ended December
31, 2002.

In issuing this report, we note that management is responsible for the
Company's financial reporting process, including its systems of internal
control, and for the preparation of financial statements in accordance with
generally accepted accounting principles. The Company's independent
auditors are responsible for auditing those financial statements. Our
responsibility is to monitor and review these processes. It is not our duty
or our responsibility to conduct auditing or accounting reviews or
procedures. We have relied, without independent verification, on
management's representation that the financial statements have been
prepared in conformity with U.S. generally accepted accounting principles
and on the representations of the independent auditors included in their
report on the Company's financial statements. Our discussions with
management and the independent auditors do not assure that the financial
statements are presented in accordance with generally accepted accounting
principles, that the audit of our Company's financial statements has been
carried out in accordance with generally accepted auditing standards or
that the Company's independent accountants are in fact "independent."

James R. Lozelle (Chairman)
Jurgen M. Geissinger
Ali Jenab
Georgia Nelson

COMPENSATION OF DIRECTORS

For service in 2002, our nonemployee directors ("Outside Directors") each
received an annual retainer of $75,000. All, none, or a portion of the retainer,
but in increments of not less than 25%, may be deferred under our Director
Deferred Stock Purchase Plan. Deferred amounts are payable only in shares of our
common stock. In addition, we pay Mr. Johnson an annual fee of $200,000 for his
services as Chairman of the Board.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
our officers, directors, and persons who beneficially own more than 10% of a
registered class of our equity securities, to file reports of securities
ownership and changes in such ownership with the Securities and Exchange
Commission (the "SEC"). Officers, directors, and greater than 10% beneficial
owners also are required by rules promulgated by the SEC to furnish us with
copies of all Section 16(a) forms they file.

Based solely upon a review of the copies of such forms furnished to us, or
written representations that no Form 5 filings were required, we believe that
during the period from January 1, 2002, through December 31, 2002, all Section
16(a) filing requirements applicable to our officers, directors, and greater
than 10% beneficial owners were complied with.

INDEPENDENT PUBLIC ACCOUNTANTS

On June 20, 2002, our Board of Directors, with the unanimous recommendation
of our Audit Committee of the Board, dismissed Arthur Andersen LLP ("Andersen")
as our independent public accountants. The audit reports of Andersen on our
consolidated financial statements for the fiscal years ended December 31, 2001
and 2000 did not contain any adverse opinion or disclaimer of opinion, nor were
they qualified or modified as to uncertainty, audit scope or accounting
principles.

During our fiscal years ended December 31, 2001 and 2000, and through the
date of Andersen's dismissal (a) there were no disagreements with Andersen on
any matter of accounting principle or practice, financial statement disclosure,
or auditing scope or procedure which, if not resolved to Andersen's
satisfaction, would have caused Andersen to make reference to the subject matter
of such disagreement in connection with Andersen's report on our consolidated
financial statements for such years; and (b) there were no reportable events as
listed in Item 304(a)(1)(v) of Regulation S-K.

We provided Andersen with a copy of the foregoing disclosures, and Andersen
in turn provided a letter, dated June 20, 2002, stating its agreement with such
statements.

Also on June 20, 2002, our Board of Directors, with the unanimous
recommendation of our Audit Committee, appointed Deloitte & Touche LLP
("Deloitte & Touche") as our independent public accountant for our fiscal year
ended December 31, 2002. During fiscal 2000 and 2001, and through the date we
appointed Deloitte & Touche as our accountant, neither us nor anyone acting on
our behalf consulted Deloitte & Touche with respect to the application of
accounting principles to a specified transaction, either completed or proposed,
or the type of audit opinion that might be rendered on our consolidated
financial statements, or any other matters or reportable events listed in Item
304(a)(2)(ii) of Regulation S-K.

The Board of Directors, upon recommendation of the Audit Committee, has
appointed Deloitte & Touche, as independent public accountants, to audit our
consolidated financial statements for the year ending December 31, 2003, and to
perform other appropriate and permitted services as directed by our management
and the Board of Directors. Representatives of Deloitte & Touche will be present
at the annual meeting with the opportunity to make a statement if they desire
and will be available to respond to questions following the conclusion of the
meeting.

DISCLOSURE OF FEES PAID TO INDEPENDENT AUDITORS

Aggregate fees billed to us for the fiscal year ended December 31, 2002 by
our principal accounting firm, Deloitte & Touche LLP, the member firms of
Deloitte Touche Tohmatsu, and their respective affiliates (collectively,
"Deloitte & Touche") were as follows:

Audit Fees(a)............................................... $ 960,150
==========
Financial Information Systems Design and Implementation..... $ 0
==========
Other
Audit Related Fees(b)..................................... 140,129
Other Fees(c)............................................. 1,005,737
----------
Total all other fees(d)................................ $1,145,866
==========

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

(a) Includes $942,150 paid to Deloitte & Touche for services rendered for the
annual audit of our consolidated financial statements for 2002 and
quarterly reviews of the financial statements included in our Form 10-Q
Reports, and $18,000 paid to Andersen for its review of the Company's Form
10-Q Report for the first quarter of 2002.

(b) Includes fees for statutory audits of subsidiaries, accounting
consultation, and various attest services under professional standards.

(d) The Audit Committee has considered whether the provision of these services
described above under all other fees is compatible with maintaining the
independence of Deloitte & Touche. Following the adoption of the
Sarbanes-Oxley Act and the rules promulgated thereunder, our principal
accounting firm is proscribed from offering certain services to us. None of
those proscribed services were provided to us in 2002.

OTHER BUSINESS

At the date of this Proxy Statement, we have no knowledge of any business
other than that described above that will be presented at the Annual Meeting. If
any other business should properly be brought before the Annual Meeting and any
adjournments or postponements of the meeting, the Proxies will be voted in the
discretion of the proxy holders.

OWNERSHIP OF TOWER AUTOMOTIVE COMMON STOCK

Unless otherwise noted, the following table sets forth certain information
regarding ownership of common stock as of April 18, 2003, by (i) the beneficial
owners of more than 5% of our common stock, (ii) each director, director
nominee, and named executive officer, and (iii) all of our directors and
executive officers as a group. To our knowledge, each of such stockholders has
sole voting and investment power as to the shares shown unless otherwise noted.
Beneficial ownership of the common stock listed in the table has been determined
in accordance with the applicable rules and regulations promulgated under the
Securities Exchange Act of 1934.

BENEFICIAL OWNERSHIP OF
COMMON STOCK(1)
-----------------------
NUMBER OF PERCENT OF
DIRECTORS, OFFICERS AND 5% STOCKHOLDERS SHARES CLASS
--------------------------------------- --------- ----------

S.A. Johnson(2)............................................. 323,392 *
Dugald K. Campbell(2)(3).................................... 707,398 1.3%
James W. Arnold(2).......................................... 92,308 *
Anthony Barone(2)........................................... 198,786 *
Tom G. Pitser(2)............................................ 138,434 *
Antonio Zarate(2)........................................... 22,104 *
Anthony G. Fernandes........................................ 0 0
Jurgen M. Geissinger(2)..................................... 10,753 *
Ali Jenab(2)................................................ 6,371 *
Joe Loughrey(2)............................................. 82,298 *
James R. Lozelle(2)......................................... 322,783 *
Georgia Nelson(2)........................................... 17,873 *
Enrique Zambrano(2)......................................... 25,080 *
Dimensional Funds Advisors, Inc.(4)......................... 3,699,100 6.6%
State of Wisconsin Investment Board(5)...................... 5,835,800 10.4%
Wellington Management Company, LLP(6)....................... 1,348,300 2.4%
All Directors and Officers as a group (18 persons).......... 2,191,215 3.9%

-------------------------
* Less than one percent.

(1) The number of shares includes shares that may be purchased under options
that are exercisable in 60 days. The percent of class is calculated based
on the number of shares outstanding plus such option shares.

(2) Includes the following number of shares issuable as deferred compensation
for the following individuals: Mr. Johnson -- 25,080; Mr.
Campbell -- 72,118; Mr. Arnold -- 13,435; Mr. Barone -- -0-; Mr.
Pitser -- 4,885; Mr. Zarate -- 3,604; Mr. Geissinger -- 10,753; Mr.
Jenab -- 6,371; Mr. Loughrey -- 17,298; Mr. Lozelle -- 14,198; Ms.
Nelson -- 17,873; and Mr. Zambrano -- 25,080.

(3) Includes 256,861 shares held in trusts, of which Mr. Campbell or his wife
are the trustees. Mr. Campbell disclaims beneficial ownership of the shares
held in trust.

(4) Dimensional Fund Advisors, Inc. reported as of February 3, 2003, sole
voting and dispositive power with respect to 3,699,100 shares of Common
Stock. The address for Dimensional Fund Advisors, Inc. is 1299 Ocean
Avenue, 11th Floor, Santa Monica, California 90401.

(5) The State of Wisconsin Investment Board reported as of February 14, 2003,
sole voting and dispositive power with respect to 5,835,800 shares of
Common Stock. The address of the Board is P.O. Box 7842, Madison, Wisconsin
53707.

(6) Wellington Management Company, LLP reported as of February 14, 2003, shared
voting power with respect to 918,200 shares of Common Stock and shared
dispositive power with respect to 1,348,300 shares of Common Stock. The
address for Wellington Management Company, LLP is 75 State Street, Boston,
MA 02109.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table sets forth compensation packages for the years ended
December 31, 2002, 2001, and 2000 for our chief executive officer's and the four
other most highly compensated executive officers (the "Named Executive
Officers").

LONG-TERM
ANNUAL COMPENSATION COMPENSATION
---------------------------------- --------------------
OTHER ANNUAL OPTIONS ALL OTHER
NAME AND SALARY BONUS COMPENSATION GRANTED LTIP COMPENSATION
PRINCIPAL POSITION YEAR ($)(1) ($)(2) ($) (#)(3) PAYOUTS(4) ($)(5)
------------------ ---- ------ ------ ------------ ------- ---------- ------------

Dugald K. Campbell........ 2002 $697,917 $735,885 $ 0 165,000 $0 $ 62,442
President and Chief 2001 637,083 805,000 0 165,700 0 19,124
Executive Officer 2000 543,756 0 0 200,000 0 6,578
Anthony A. Barone......... 2002 344,375 220,000 0 50,000 0 26,524
Vice President(6) 2001 336,875 340,000 0 45,000 0 11,560
2000 277,082 0 0 75,000 0 5,374
Tom G. Pitser............. 2002 271,667 205,000 0 35,000 0 20,372
Vice President 2001 256,873 161,250 0 22,000 0 7,835
2000 264,186 0 0 65,000 0 5,312
James W. Arnold........... 2002 264,583 139,500 0 30,000 0 883
Vice President 2001 273,150 250,000 21,140 22,000 0 10,668
2000 219,708 0 0 65,000 0 8,934
Antonio Zarate............ 2002 262,917 184,000 0 30,000 0 162,926
Vice President(7) 2001 260,000 200,000 0 22,000 0 145,297
2000 162,500 0 0 65,000 0 5,299

-------------------------
(1) Includes amounts deferred by employees under our 401(k) employee savings
plan, pursuant to Section 401(k) of the Internal Revenue Code.

(2) Represents amounts earned under our annual bonus plan, but excludes amounts
foregone at the election of the Named Executive Officer and payable in
shares of our Common Stock under our Key Leadership Deferred Income Stock
Purchase Plan, as reported in the Long-Term Incentive Plan table.

(3) The options vest ratably over four years commencing with the first
anniversary of the grant date.

(4) The LTIP payout for performance under the Long-Term Performance Cash Plan
for the 2001-2002 period has not been determined. Fifty percent of any bonus
for that period is payable in 2003; however, the peer group results
necessary to determine that bonus have not been compiled as of the date of
mailing of this Proxy Statement.

(5) The amounts disclosed in this column include: (a) amounts contributed to our
401(k) plan and supplement retirement plan, and (b) dollar value of premiums
paid by us for term life insurance on behalf of the named executive officers
as follows:

2002 2001 2000
---- ---- ----

D.K. Campbell............................................... (a) $ 60,117 $ 16,700 $4,375
(b) 2,325 2,424 2,203
A.A. Barone................................................. (a) 25,375 10,200 4,333
(b) 1,149 1,360 1,041
T.G. Pitser................................................. (a) 19,467 6,800 4,316
(b) 905 1,035 996
J.W. Arnold................................................. (a) 0 9,717 8,409
(b) 883 951 525
A. Zarate................................................... (a) 137,000 137,000 0
(b) 25,926 8,297 5,299

(6) Mr. Barone's employment by the Company is scheduled to terminate as of May
31, 2003.

(7) Mr. Zarate began his employment with the Company in May 2000.

OPTION GRANT TABLE

The following table shows all grants of options to acquire shares of our
common stock to the Named Executive Officers under the Stock Option Plan during
the last fiscal year.

OPTION GRANTS IN LAST FISCAL YEAR

NUMBER OF POTENTIAL REALIZABLE VALUE AT
SECURITIES % OF TOTAL ASSUMED ANNUAL RATES OF
UNDERLYING OPTIONS STOCK PRICE APPRECIATION
OPTIONS GRANTED TO EXERCISE FOR OPTION TERM(2)
GRANTED EMPLOYEES IN PRICE EXPIRATION -----------------------------
NAME (#)(1) FISCAL YEAR (PER SHARE) DATE 5% 10%
---- ---------- ------------ ----------- ---------- -- ---

D.K. Campbell........... 165,000 19.2% $13.75 05/15/12 $1,426,805 $3,615,803
A.A. Barone............. 50,000 5.8% 13.75 05/15/12 432,365 1,095,698
T.G. Pitser............. 35,000 4.1% 13.75 05/15/12 302,656 766,989
J.W. Arnold............. 30,000 3.5% 13.75 05/15/12 259,419 657,419
A. Zarate............... 30,000 3.5% 13.75 05/15/12 259,419 657,419

-------------------------
(1) These options vest ratably over four years commencing one year from the date
of grant.

(2) Amounts reflect certain assumed rates of appreciation set forth in the
executive compensation disclosure rules of the Securities and Exchange
Commission. Actual gains, if any, on stock option exercises depend on future
performance of our common stock and overall stock market conditions. No
assurances can be made that the amounts reflected in these columns will be
achieved.

OPTION EXERCISES AND YEAR-END VALUE TABLE

The following table provides information on the exercise of stock options
during 2002 by the Named Executive Officers and the aggregate number and value
of unexercised options held by each Named Executive Officer, as of December 31,
2002.

AGGREGATED OPTION EXERCISES IN LAST FISCAL
YEAR AND YEAR-END OPTION VALUES

NUMBER OF VALUE OF
UNEXERCISED UNEXERCISED IN-THE-
OPTIONS AT MONEY OPTIONS
YEAR-END(#) YEAR-END($)
SHARES --------------- -------------------
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE REALIZED($) UNEXERCISABLE UNEXERCISABLE
---- ----------- ----------- ------------- -------------

D.K. Campbell.................... -0- -0- 274,100/256,600 0/0
A.A. Barone...................... -0- -0- 92,250/78,750 0/0
T.G. Pitser...................... -0- -0- 68,500/53,500 0/0
J.W. Arnold...................... -0- -0- 67,250/49,750 0/0
A. Zarate........................ -0- -0- 18,500/33,500 0/0

LONG-TERM INCENTIVE PLAN

The following table provides information on the number of restricted stock
units credited to the Named Executive Officers as the result of the deferral of
amounts otherwise payable as bonus compensation for 2002.

NUMBER OF SHARES, PERFORMANCE OR OTHER
UNITS OR OTHER PERIOD UNTIL MATURATION
NAME RIGHTS(#)(1) OR PAYOUT(2)
---- ----------------- -----------------------

D.K. Campbell.................................... -0- --
A.A. Barone...................................... -0- --
T.G. Pitser...................................... -0- --
J.W. Arnold...................................... (1) 3 years
A. Zarate........................................ -0- --

-------------------------
(1) Represents the number of units credited to a colleague's account under the
terms of our Key Leadership Deferred Income Stock Purchase Plan (the "DISP
Plan"). Under the terms of the DISP Plan, participants may elect to defer
all or a portion (but not less than 25%) of their cash bonus payment.
Deferred amounts are credited in stock units, based on the value of our
stock as of the end of the month in which the bonus would have been paid to
the colleague. Stock units are payable only in shares of our common stock.
None of the Named Executive Officers deferred any bonus compensation for
2002, other than Mr. Arnold, who deferred $46,500 of his 2002 bonus. The
number of units to be credited to Mr. Arnold's account will be based upon
the fair market value of our stock as of April 30, 2003, as required under
the terms of the DISP Plan.

(2) Under the terms of the DISP Plan, the number of restricted stock units
credited to a participant's basic account is required to equal the amount of
the deferred bonus, divided by the value of a share of our common stock on
the last day of the month in which the cash bonus would otherwise be paid.
In addition, participants are concurrently credited with additional stock
units to a separate Premium Account equal to one-third of the number of the
restricted stock units credited to his or her basic account. Restricted
stock units credited to this Premium Account do not vest until the 15th day
of December of the second plan year following the year the units are
credited to a participant's account, provided that the participant is then a
colleague of the Company. The DISP Plan allows for accelerated vesting in
the event of a participant's death, disability, retirement or termination
during a period of 24 months following a change in control of the Company.

INDEBTEDNESS OF MANAGEMENT

During 2002, the Company extended a personal loan in the amount of $100,000
to Mr. Pitser. As of year end, the total amount of that loan was repaid, in
full.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

This Compensation Committee report shall not be deemed incorporated by
reference by any general statement incorporating by reference this Proxy
Statement into any filing under the Securities Act of 1933 or under the
Securities Exchange Act of 1934, except to the extent that we specifically
incorporate this information by reference, and shall not otherwise be deemed
filed under such Acts.

The following has been submitted by the Compensation Committee:

GENERAL EXECUTIVE OFFICER COMPENSATION POLICIES

The Compensation Committee, which was established in connection with Tower
Automotive's initial public offering of Common Stock in August 1994, is
responsible for developing and recommending executive compensation policies to
the Board of Directors. The Compensation Committee believes that executive
compensation should be related to performance relative to the industry and in
creating long-term value for stockholders. The executive officer compensation
program has been designed to attract and retain highly qualified and motivated
colleagues and to reward superior performance.

The combination of both cash compensation (salary and bonus) and
equity-based compensation are intended to encourage and reward near-term
objectives, such as financial performance, and long-term goals, such as
continuous improvement in customer and colleague satisfaction, and the growth
and prosperity of Tower Automotive and our stockholders.

SALARY AND BONUS

In general, the base salaries of our executive officers are established at
market rates with appropriate adjustments for experience and performance. Each
year, the Committee reviews compensation data from outside consultants,
available survey information and data from companies of comparable size and
performance in ascertaining comparable salary rates. To provide performance
incentives annual and long-term cash awards are payable based on performance
compared to certain predetermined goals established and approved by the Board of
Directors.

The annual bonus program is intended to incent and reward performance
relative to the achievement of predetermined annual goals comprised of three
principal factors. First, the Committee establishes a target for each colleague
expressed as a percentage of salary. Second, a financial performance factor is
determined based on performance compared to the Company's annual financial
objectives. The third factor measures team performance relative to company
goals. The bonus is payable only if the minimum financial performance target is
achieved. The bonus is also subject to adjustment for individual performance,
based upon predetermined leadership development objectives, individual
performance and other special circumstances.

The achievement of team objectives is based on measures of progress toward
annual and long-term goals, consistent with our approach to values-based
leadership. Achievement is based on measures of customer satisfaction, colleague
satisfaction, and Company growth and prosperity. The goal of Company growth and
prosperity is primarily focused on progress toward obtaining new customers,
extending our global presence, and achieving desired diversification in
customer, geographic and product mix.

For 2002, under the annual performance plan, the financial performance
factor was based upon targeted return on invested capital. Based upon the
Company's results for 2002, management achieved a financial performance factor
of 90% and a team performance of 115% on a scale of 0-150%.

LONG-TERM INCENTIVE PLANS

The Long-Term Incentive Plan is intended to incent and reward performance
to create shareholder value and is comprised of a Long-Term Performance Cash
Plan and Long-Term Equity Incentives.

The initial performance period under our Performance Cash Plan began
January 2001 and ended December 31, 2002. Performance during this period was
based upon the achievement of predetermined targets measuring operational free
cash flow as a return on invested capital ("cash flow return"). Operational free
cash flow is defined as income before taxes and joint venture and minority
interests, plus interest, depreciation, amortization, pre-tax equity earnings of
affiliates and restructuring charges. Invested capital is defined as the average
quarterly invested capital for the performance period, net of the impact of
restructuring and impairment charges. The actual payout is based upon cash flow
achievement relative to predetermined goals, as well as cash flow achievement
relative to our peer group. Each of these factors are weighted 50%.

As of the date of this report, the determination of the Long-Term
Performance Cash Plan for 2001 and 2002 is subject to the completion of peer
group results. Fifty percent of each participant's award is payable in 2003,
with the balance held in an interest account under the Plan and subject to
forfeiture. That amount is not payable unless the colleague stays with the
Company until the date the payment is made. The amount that is currently payable
may be paid in cash, installments or deferred either under the Key Leadership
Deferred Income Stock Purchase Plan or the Supplemental Retirement Plan.

The long-term equity incentives consist of awards under the Long-Term
Incentive Plan administered by the Committee. Under the Plan, options are
granted at an exercise price equal to the price of our stock on the date the
options are granted. The Committee believes that this Plan aligns management's
long-term interests with stockholder interests, as the ultimate compensation is
based upon stock performance. The Committee also believes the Plan is a cost
effective method of providing key management with long-term compensation. The
Committee approves the colleagues who participate in the Plan, based upon
recommendations by the Chairman of the Board of Directors and the Chief
Executive Officer. The Committee determines the number of option shares to be
granted to each colleague based upon market survey data, individual performance,
and responsibility.
10

The income tax laws of the United States limit the amount the Company may
deduct for compensation paid to the Company's Named Executive Officers. Certain
compensation that qualifies as "performance-based" under IRS guidelines is not
subject to this limit. Stock options granted under the Company's stock option
plan, as well as the amounts earned under our Performance Cash Plan, are
designed to qualify as performance-based compensation, thereby permitting the
Company to deduct the related expenses. To maintain flexibility in compensating
executive officers in a manner that best incents our leaders, the Committee has
not adopted a policy that all compensation must be deductible. However, the
Compensation Committee will continue to work to structure components of its
executive compensation to achieve the maximum deductibility under the Internal
Revenue Code in a manner consistent with its compensation goals and the
Company's values.

CHIEF EXECUTIVE OFFICER COMPENSATION

In October of 2002, the salary of Dugald K. Campbell, Tower Automotive's
Chief Executive Officer, was set at $790,000, based upon the factors described
above for establishing the salaries of our executive officers. Mr. Campbell's
bonus under the annual bonus program, as well as the Performance Cash Plan, is
determined under the same criteria used for other executive officers, except
that the evaluation of whether the predetermined goals and criteria have been
satisfied are determined by the Committee or the Board of Directors. During
2002, Mr. Campbell was granted an option to purchase 165,000 shares of our
common stock, at an exercise price equal to the market value on the date of
grant.

The foregoing report has been approved by all members of the Compensation
Committee.

Compensation Committee:

Joe Loughrey
Jurgen M. Geissinger
Ali Jenab
Georgia Nelson

PERFORMANCE GRAPH

The following graph compares our cumulative total stockholder return since
December 31, 1997, with the Standard & Poor's 500 Index and with the OEM
Automotive Supplier Composite Index. The OEM Automotive Supplier Composite Index
consists of the following: Amcast Industrial Corporation, Autoliv, Inc.,
ArvinMeritor, Inc., American Axle & Manufacturing Holdings, Borg-Warner
Automotive, Inc., Collins & Aikman Corporation, Dana Corporation, Decoma
International Inc., Delphi Automotive Systems, Dura Automotive Systems, Inc.,
Eaton Corporation, Federal-Mogul Corporation, Gentex Corporation, Hayes Lemmerz
International, Inc., Intier Automotive, Inc., Intermet Corporation, Johnson
Controls, Inc., Lear Corporation, Magna International Inc., Methode Electronics,
Inc., Modine Manufacturing Company, Shiloh Industries, Inc., Stoneridge, Inc.,
STRATTEC Security Corporation, Superior Industries International, Inc., Tesma
International, Inc., and Visteon Corporation. The comparison is based on the
assumption that $100.00 was invested on December 31, 1997, in each of the common
stocks, the Standard & Poor's 500 Index ("S&P 500 Index"), and the OEM
Automotive Supplier Composite Index with dividends reinvested.

COMPARISON OF TOTAL RETURN AMONG STANDARD & POOR'S 500 INDEX, OEM
AUTOMOTIVE SUPPLIER COMPOSITE INDEX AND TOWER AUTOMOTIVE, INC.
[PERFORMANCE GRAPH]

TWR OEM SUPPLIERS S&P 500
--- ------------- -------

12/31/97 100.0000 100.0000 100.0000
12/31/98 118.5736 110.7461 126.6686
12/31/99 73.4027 101.0585 151.4020
12/31/00 42.7935 70.8304 136.0510
12/31/01 42.9361 90.4972 118.3063
12/31/02 21.3967 85.9892 90.6629

OTHER COMPENSATORY AGREEMENTS

S.A. Johnson is a partner in Hidden Creek Industries. During 2002, we made
payments to Hidden Creek Industries for certain acquisition related assistance,
such as initiating contacts, due diligence, financing, contract negotiation and
modeling, and for various other management services, totaling approximately
$600,000.

SUBMISSION OF STOCKHOLDER PROPOSALS
FOR THE 2004 ANNUAL MEETING

Proposals of stockholders intended to be presented at the Annual Meeting in
2004 must be received by the secretary of Tower Automotive, Inc., 5211 Cascade
Road, SE, Grand Rapids, Michigan 49546, not later than December 26, 2003, to be
considered for inclusion in our 2004 Proxy materials. As of April 24, 2003, no
proposals to be presented at the 2003 Annual Meeting had been received by us. If
we receive notice of a stockholder proposal after March 9, 2004, the persons
named as proxies for the 2004 Annual Meeting of Stockholders will have
discretionary voting authority to vote on that proposal at that meeting.

ADDITIONAL INFORMATION

This solicitation is being made by us. We will bear all expenses in
connection with this solicitation. We will request brokerage firms, nominees,
custodians and fiduciaries to forward Proxy materials to the beneficial owners
of shares held of record by such persons, and will reimburse such persons and
our transfer agent for their reasonable out-of-pocket expenses in forwarding
such materials.

We will furnish without charge to each person whose Proxy is being
solicited, upon the written request of any such person, a copy of our Annual
Report on Form 10-K for the fiscal year ended December 31, 2002, as filed with
the SEC, including the financial statements. Requests for copies of such Annual
Report on Form 10-K should be directed to: Tower Automotive, Inc., 5211 Cascade
Road, SE, Grand Rapids, Michigan 49546.

PLEASE COMPLETE THE ENCLOSED PROXY AND MAIL IT IN THE ENCLOSED POSTAGE-PAID
ENVELOPE AS SOON AS POSSIBLE, OR COMPLY WITH THE PROCEDURES FOR VOTING BY
TELEPHONE.

By Order of the Board of Directors,

/s/ James N. DeBoer
James N. DeBoer
Secretary

April 24, 2003

APPENDIX A
AMENDED AND RESTATED CHARTER OF THE AUDIT COMMITTEE

I. PURPOSE

The primary function of the Audit Committee is to assist the Board by
overseeing (1) the quality and integrity of the Company's accounting, auditing
and reporting practices, (2) the performance of the Company's internal audit
function and independent auditor, and (3) the Company's disclosure controls and
system of internal controls regarding finance, accounting, legal compliance, and
ethics that management and the Board of Directors have established.

The Audit Committee shall provide an open avenue of communication among the
independent accountants, financial and senior management, the internal auditor
and the Board of Directors.

II. MEMBERSHIP

A. Independence -- The Audit Committee shall be comprised of three or more
members, each of whom (1) must qualify as an independent director under the
listing standards of the New York Stock Exchange and Section 301 of the
Sarbanes-Oxley Act, and (2) shall be free from any relationship to the Company
that, in the opinion of the Board, would interfere with the exercise of his or
her independent judgment as a member of the Committee. All members of the
Committee shall have a working familiarity with basic financial and accounting
practices and at least one member of the Committee shall be a "financial expert"
in compliance with the criteria established by the Securities and Exchange
Commission.

B. Appointment -- The members shall be nominated by the Nominating and
Corporate Governance Committee and appointed annually to one-year terms by the
Board. The Nominating and Corporate Governance Committee shall recommend, and
the Board shall designate, one member of the Audit Committee as Chair.

C. Limitations -- A member of the Audit Committee shall not simultaneously
serve on the audit committee of more than two other public companies.

III. MEETINGS

Meetings of the Audit Committee shall be subject to the Committee procedure
rules set forth in the Company's Bylaws, rules established by the Board, and its
own rules of procedure, which shall be consistent with those Bylaws and the
following:

A. The Audit Committee shall meet at least four (4) times annually and
more frequently as circumstances require. Each regularly scheduled meeting
of the Committee shall conclude with an executive session of the Committee,
absent members of management and on such terms and conditions as the
Committee may elect. In addition, the Committee may meet periodically with
management, the head of the Company's internal auditing department and the
independent auditors in separate executive sessions to discuss any matters
that the Audit Committee or the internal audit department or independent
auditors believe should be discussed privately.

B. Following each of its meetings, the Audit Committee shall deliver a
report on the meeting to the Board, including a description of all actions
taken by the Audit Committee.

C. The Audit Committee shall keep written minutes of its meetings,
which minutes shall be maintained with the books and records of the
Company.

A-1

IV. RESPONSIBILITIES, DUTIES AND AUTHORITY

The Audit Committee shall have the following responsibilities, duties and
authority:

A. Document and Report Review

1. Review and update this Charter periodically or as conditions
dictate (at least, annually).

2. Review the Company's annual financial statements and any reports
or other financial information submitted to any governmental body or to
the public, including any report issued by the independent accountants.

3. Review the summary report of the internal auditor and
management's response to such reports.

4. Recommend to the Board whether the financial statements should
be included in the Annual Report on Form 10-K.

5. Review with financial management and the independent auditors
the quarterly report on Form 10-Q prior to its filing.

6 Review earnings press releases with management prior to
dissemination.

7. Discuss with management financial information and earnings
guidance provided to analysts and rating agencies.

B. Independent Accountants

1. Appoint, approve the compensation of, and provide oversight of
the Company's independent auditor, including the removal of the
Company's independent auditors. The independent auditors shall report
directly to the Committee, and the Committee shall oversee the
resolution of any disagreements between management and the independent
auditors.

2. On an annual basis, (a) review and evaluate the qualifications
and performance of the independent auditors, and (b) review and discuss
with the independent auditors all significant relationships the auditors
have with the Company to determine the auditors' objectivity and
independence, undertaking or recommending appropriate action to ensure
and continue that independence.

3. Administer the Company's Policy Regarding the Approval of Audit
and Nonaudit Services Provided by the Independent Auditor.

4. Review the independent auditors' attestation and report on
management's internal control report, and hold timely discussions with
the independent auditors regarding:

(a) All critical accounting policies and practices;

(b) All alternative treatments of financial information within
generally accepted accounting principles that have been discussed
with management, ramifications of the use of such alternative
disclosures and treatments, and the treatment preferred by the
independent auditor;

(c) Other material written communications between the
independent auditor and management including, but not limited to,
management letter and schedule of unadjusted differences; and

(d) An analysis of the auditor's judgment as to the quality of
the Company's accounting principles, setting forth significant
reporting issues and judgments made in connection with the
preparation of the financial statements.

A-2

5. At least annually, obtain and review a report by the independent
auditor describing:

(a) The firm's internal quality control procedures;

(b) Any material issues raised by the most recent internal
quality-control review, peer review or by any inquiry or
investigation by governmental or professional authorities, within the
preceding five years, respecting one or more independent audits
carried out by the firm, and any steps taken to deal with any such
issues; and

C. Financial Reporting Processes

1. Review the integrity of the Company's financial reporting
process, both internal and external, giving consideration to
consultation with management, the independent accountants and the
internal auditor.

2. Consider and approve, as appropriate, major changes to the
Company's auditing and accounting principles and practices as
suggested by the independent accountants, management or the internal
auditor.

3. Review and approve all related party transactions.

4. Establish and maintain procedures for the receipt, retention
and treatment of complaints regarding accounting, or auditing
matters, including procedures necessary to receive and respond to
confidential and anonymous submissions by Company colleagues
regarding questionable accounting or auditing matters.

D. Internal Audit

1. Review activities, organizational structure and
qualifications of the Company's internal audit department.

2. Periodically review the head of the Company's internal audit
department and any significant difficulties, disagreements with
management or scope restrictions encountered in the course of that
department's work.

E. Ethical and Legal Compliance

1. Review Tower Automotive, Inc.'s Mission, Vision, Values,
Goals, and Compliance Policies, including its Code of Business
Conduct and Ethics, approved by the Board of Directors, to ensure
that management has maintained a system to comply with expected
ethical and legal requirements.

2. Review, with the Company's counsel, legal compliance matters
including corporate securities trading policies.

3. Review, with the Company's counsel, any legal matter that
could have a significant impact on the Company's financial
statements.

4. Discuss the Company's major financial and accounting risk
exposures and steps taken by management to control or mitigate those
exposures.

F. Other

1. Review with the independent auditors, the internal auditing
department and management the extent to which changes or improvement
in financial or accounting practices, as approved by the Audit
Committee, have been implemented.

2. Prepare the report that the SEC requires to be included in
the Company's annual Proxy Statement.

A-3

3. Perform an annual self-assessment relative to the Audit
Committee's purpose, duties and responsibilities set forth in this
Charter.

4. To the extent it deems appropriate, and with or without full
Board approval, obtain advice and assistance from outside legal,
accounting or other advisors as deemed appropriate to perform its
duties and responsibilities.

5. Perform any other activities consistent with this Charter,
the Company's Bylaws and governing law, as the Audit Committee or the
Board of Directors deems necessary or appropriate.

A-4

TOWER AUTOMOTIVE, INC. PROXY/VOTING INSTRUCTION CARD
-----------------------------------------------------------------------

P THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE
R ANNUAL MEETING ON MAY 21, 2003.
O
X The undersigned hereby appoints S.A. Johnson and D.K. Campbell, or
Y either of them, proxies for the undersigned, each with full power of
substitution, to attend the Annual Meeting of Stockholders of Tower
Automotive, Inc. to be held on May 21, 2003 at 1:00 p.m., Eastern Time,
and at any adjournments thereof, and to vote as specified in this Proxy
all the shares of stock of the Company which the undersigned would be
entitled to vote if personally present.

Your vote with respect to the election of Directors and the other
proposals may be indicated on the reverse.

Nominees for Directors are: S.A. Johnson, D.K. Campbell, A.G.
Fernandes, J.M. Geissinger, Ali Jenab, Joe Loughrey, J.R. Lozelle, G.R.
Nelson, E. Zambrano.

YOUR VOTE IS IMPORTANT! PLEASE SIGN AND DATE ON THE REVERSE AND RETURN
PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.

=======================================================================

Comments
---------------------------------------------------------------

-----------------------------------------------------------------------
(IF YOUR HAVE WRITTEN IN THE ABOVE SPACE, PLEASE MARK THE "COMMENTS"
BOX ON THE REVERSE OF THIS CARD.)

--------------------------------------------------------------------------------
o FOLD AND DETACH HERE o

PLEASE MARK YOUR | | 1887
[X] VOTES AS IN THE |
EXAMPLE.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE
ELECTION OF DIRECTORS.

--------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF DIRECTORS.
--------------------------------------------------------------------------------

FOR WITHHELD 2. In their discretion, the Proxies are
1. Election of [ ] [ ] authorized to vote upon such other
Directors business as may properly come before
(See reverse) the meeting.

For, except vote withheld from the following Nominee(s):

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

Change of
Address/Comments [ ]
on reverse side.

Please sign exactly as name appears
hereon. Joint owners should each
sign. When signing as attorney,
executor, administrator, trustee,
guardian, officer, general partner,
etc., please give full title as
such.

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

-----------------------------------
SIGNATURE(S) DATE

--------------------------------------------------------------------------------
o FOLD AND DETACH HERE o

TOWER AUTOMOTIVE, INC.

ANNUAL MEETING OF STOCKHOLDERS

Wednesday, May 21, 2003 at 1:00 PM
Tower Automotive Technical Center
27175 Haggerty Road
Novi, Michigan

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