X0305 4 2012-05-25 0 0001072847 TOWER FINANCIAL CORP TOFC 0001209276 NIEZER WILLIAM G 4932 CHRISTIANA CAMPBELL COURT FORT WAYNE IN 46804 1 0 0 0 Deferred Stock Units 0 2012-05-25 2012-05-25 4 A 0 439 0 A 2015-05-25 2015-05-25 Common Stock 439 439 D Pursuant to registrant's Amendment No. 1 to 2006 Equity Incentive Plan, the reporting person on May 25, 2012 was granted an exempt award of Deferred Stock Units ("DSUs"). The reporting person, by prior election, chose to receive his common stock, when converted from DSUs, at the expiration of three years following the grant date. Each whole DSU represents registrant's unsecured and unfunded obligation, upon the expiration of the reporting person's deferral period election, to convert and issue to the reporting person one share of registrant's common stock for each DSU. The DSUs are 100% vested on the grant date. William G. Niezer 2012-05-29