Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 4, 2012, Tower Financial Corporation executed a new Employment Contract with Michael D. Cahill to serve as its Chief Executive Officer. The new Employment Contract is effective on April 1, 2013 and will replace Mr. Cahill's current Employment Contract which expires on March 31, 2013. Mr. Cahill's base salary will be $258,500 and he will also be eligible for additional compensation by way of salary, bonus, stock compensation, fringe benefits, expense reimbursements for necessary business expenses incurred in connection to his employment, or otherwise as deemed appropriate. The term of the Agreement is two years commencing on the effective date of April 1, 2013 and terminating on March 31, 2015. The term of the agreement will automatically renew for successive terms of equal duration, unless either party provides the other written notice of its intent not to renew for a successive term at least sixty (60) days prior to the last day of the then current term.

A copy of the Agreement is attached hereto as Exhibit 10.30

On December 4, 2012, Tower Financial Corporation executed a new Employment Contract with Richard R. Sawyer to serve as its Chief Financial Officer. The new Employment Contract is effective on April 1, 2013 and will replace Mr. Sawyer's current Employment Contract which expires on March 31, 2013. Mr. Sawyer's base salary will be $155,000 and he will also be eligible for additional compensation by way of salary, bonus, stock compensation, fringe benefits, expense reimbursements for necessary business expenses incurred in connection to his employment, or otherwise as deemed appropriate. The term of the Agreement is two years commencing on the effective date of April 1, 2013 and terminating on March 31, 2015. The term of the agreement will automatically renew for successive terms of equal duration, unless either party provides the other written notice of its intent not to renew for a successive term at least sixty (60) days prior to the last day of the then current term.

A copy of the Agreement is attached hereto as Exhibit 10.31

Item 9.01 Financial Statements and Exhibits.

(d) 10.30 Employment Agreement - Michael D. Cahill

(e) 10.31 Employment Agreement - Richard R. Sawyer

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