Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

(a) Dr. R.V. Prasad Mantravadi, a director of both Tower Financial Corporation and its subsidiary, Tower Bank, has informed the Company that he is tendering his resignation from both boards of directors, effective January 1, 2009, because of personal and business time constraints. Dr. Mantravadi was a Class I director, with a term expiring at the annual meeting in 2010. Dr. Mantravadi has been a member of the Nominating and Corporate Governance Committee of Tower Financial Corporation.

(b) Effective December 5, 2008, the board of directors of Tower Financial Corporation appointed Richard R. Sawyer as Executive Vice President of the Company. Mr. Sawyer currently serves as Chief Financial Officer and Secretary for the Company, as well as Tower Bank and Tower Trust Company, both wholly-owned subsidiaries. Mr. Sawyer's current duties and compensation remain unchanged.

(d) Effective December 5, 2008, the Board of Directors of Tower Financial Corporation appointed Robert Taylor, Charles Surack, and Scott Glaze as Class I directors of the Company, with terms expiring in 2010. Each of these persons has served as a director of Tower Bank, a wholly-owned subsidiary of the Company, since 2007 and will continue to serve in that capacity as well.

Mr. Glaze is the Chairman and Chief Executive Officer of Fort Wayne Metals Research Products Corporation, a leading manufacturer of wire for the medical device industry.

Mr. Surack is the President, founder, and Chief Executive Officer of Sweetwater Sound, Inc., a worldwide leader in the music technology industry.

Mr. Taylor is the President and Chief Executive Officer of Do It Best Corp., an international member owned hardware, lumber and building materials cooperative.

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