8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 17, 2008

TOWER FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Indiana	000-25287	35-2051170
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

116 East Berry Street, Fort Wayne, Indiana 46802

(Address of principal executive offices)

Registrant’s telephone number, including area code:  (260) 427-7000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o                 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o                 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o                 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o                 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.   Entry into a Material Definitive Agreement.

On April 17, 2008, Tower Financial Corporation extended its employment agreement previously entered into with Michael D. Cahill, the Company’s Chief Operating Officer, on August 23, 2006.  The extension is effective July 1, 2008, which was the expiration date of the previous contract.  A copy of the agreement is attached hereto as exhibits 99.1.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:  April 23, 2008

TOWER FINANCIAL CORPORATION
By:	/s/ Richard R. Sawyer
	Richard R. Sawyer,
	Chief Financial Officer and Secretary Tower Financial Corporation

EX-99.1

Exhibit 99.1

EMPLOYMENT AGREEMENT EXTENSION

THIS EMPLOYMENT AGREEMENT EXTENSION (the “Extension”) is entered into as of the 17th day of April, 2008 (the “Effective Date”), by and between Tower Financial Corporation, an Indiana corporation (the “Company”) and Michael D. Cahill, a resident of Allen County, Indiana (the “Employee”).

WHEREAS, the Company wishes to extend the original employment agreement (the “Original Agreement”) dated, August 23, 2006 for an additional two year term, under the same terms and conditions as the Original Agreement.

WHEREAS, the Employee wishes to be employed by the Company for the extended two year term, under the same terms and conditions as the Original Agreement dated August 23, 2006.

NOW, THEREFORE, for and in consideration of the foregoing recitals and of the mutual covenants and agreements set forth herein, the parties, intending to be legally bound hereby, agree as follows:

1.           Term.  The term of the original agreement shall continue in full force and effect through and including June 30, 2010.

2.           Release.  In order to receive (A) the discretionary bonus in Paragraph 6 (d) (ii) or, (B) any benefits described in Paragraph 6 (e) that are in addition to what Employee would otherwise be entitled by law, Employee agrees to execute (and not thereafter revoke within the time permitted by law) a valid and enforceable full release and waiver of claims prepared by the Company’s counsel.

3.           Continuation of Agreement.  All the remaining terms and conditions of the Original Agreement not in conflict with this agreement shall remain in full force and effect for the Term.

IN WITNESS WHEREOF, the parties have executed this Extension as of the date first above written and agree that the effective date of the extension will be at the end of the expiration date of the original term, July 1, 2008.

TOWER FINANCIAL CORPORATION
By:	/s/Michael Gouloff	By:	/s/ Michael D. Cahill
Its:	Chair, Compensation Committee
Date:	April 17, 2008	Date:	April 17, 2008