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                                                                     EXHIBIT 4.3

                           TOWER FINANCIAL CORPORATION
                      2001 STOCK OPTION AND INCENTIVE PLAN

     1. PLAN PURPOSE. The purpose of the Plan is to promote the long-term
interests of the Company and its stockholders by providing a means for
attracting and retaining Employees and Directors who provide services to the
Company and its Affiliates.

     2. DEFINITIONS. The following definitions are applicable to the Plan:

     "Affiliate" means any "parent corporation" or "subsidiary corporation" of
the Company as such terms are defined in Code Sections 424(e) and (f),
respectively.

     "Award" means the grant by the Committee of Incentive Stock Options,
Nonqualified Stock Options, Performance Shares or any combination of the
foregoing, pursuant to the terms of the Plan.

     "Award Agreement" means the written agreement setting forth the terms and
provisions applicable to an Award granted under the Plan.

     "Board" means the Board of Directors of the Company.

     "Cause" means, in connection with a Participant's Termination of Service,
theft or embezzlement from the Company or any Affiliate, violation of a material
term or condition of employment, disclosure of confidential information of the
Company or any Affiliate, conviction of the Participant of a crime of moral
turpitude, stealing of trade secrets or intellectual property owned by the
Company or any Affiliate, any act by the Participant in competition with the
Company or any Affiliate, or any other act, activity or conduct of a Participant
which in the opinion of the Board is adverse to the best interests of the
Company or any Affiliate.

     "Change in Control" means any one of the following events: (a) any third
person, including a "group" as defined in Section 13(d)(3) of the Exchange Act
after the date of the adoption of the Plan by the Board, first becomes the
beneficial owner of shares of capital stock of the Company with respect to which
25% or more of the total number of votes for the election of the Board of
Directors of the Company may be cast, (b) as a result of, or in connection with,
any cash tender offer, exchange offer, merger or other business combination,
sale of assets or contested election, or combination of the foregoing, the
persons who were Directors of the Company shall cease to constitute a majority
of the Board of the Company or (c) the stockholders of the Company shall approve
an agreement providing either for a transaction in which the Company will cease
to be an independent publicly owned entity or for a sale or other disposition of
all or substantially all the assets of the Company; provided, however, that the
occurrence of any of the foregoing events shall not be deemed a Change in
Control if, prior to occurrence, a resolution specifically approving the
occurrence shall have been adopted by at least a majority of the Board.

     "Change in Domicile" means a Reorganization of the Company which is
primarily for the purpose of changing the state of organization of the Company
from Indiana to another jurisdiction of the United States of America.

     "Code" means the Internal Revenue Code of 1986, as amended, and
interpretive rules and regulations thereunder.

     "Committee" means the Committee appointed by the Board to administer the
Plan.

     "Company" means Tower Financial Corporation, an Indiana corporation.

     "Date of Grant" means the date on which an Award is granted, as determined
by the Committee; provided, however, that in the absence of a Committee
determination, the date on which the Committee adopts a resolution granting the
Award.

     "Director" means any individual who is a member of the Board regardless of
whether the Director is an Employee of the Company or any Affiliate.

     "Disability" means total and permanent disability as determined by the
Committee pursuant to Code Section 22(e)(3).

     "Employee" means any person employed by the Company or an Affiliate, or
expected to be employed by the Company or Affiliate, provided the individual
becomes actually so employed.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     "Exercise Price" means the price per Share at which the Shares subject to
an Option may be purchased upon exercise of the Option.


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     "Incentive Stock Option" means an Option to purchase Shares which is
intended to qualify under Code Section 422.

     "Market Value" means the last reported sale price on the date in question
(or, if there is no reported sale on such date, the last preceding date on which
any reported sale occurred) of one Share on the principal exchange or the NASDAQ
National Market (or any similar system then in use) on which the Shares are then
listed for trading or on the OTC Bulletin Board, as the case may be, or if the
Shares are not listed for trading on any exchange or on the NASDAQ National
Market (or any similar system then in use) and are not quoted on the OTC
Bulletin Board, the mean between the closing high bid and low asked quotations
of one Share on the date in question as reported by NASDAQ or any similar
quotation system then in use, or, if no such quotations are available, the fair
market value on such date of one Share as the Committee shall determine.

     "Nonqualified Stock Option" means an Option to purchase Shares which is not
intended to qualify under Code Section 422.

     "Option" means an Incentive Stock Option or a Nonqualified Stock Option.

     "Participant" means an individual selected by the Committee to receive an
Award.

     "Performance Cycle" means the period of time, designated by the Committee,
over which Performance Shares may be earned.

     "Performance Shares" means Shares awarded to a Participant pursuant to
Section 11 of the Plan.

     "Plan" means the Tower Financial Corporation 2001 Stock Option and
Incentive Plan.

     "Reorganization" means the liquidation or dissolution of the Company or any
merger, consolidation or combination of the Company (other than a merger,
consolidation or combination in which the Company is the continuing entity and
which does not result in the outstanding Shares being converted into or
exchanged for different securities, cash or other property or any combination
thereof).

     "Retirement" means, with respect to an Employee, Termination of Service
with the Company or any Affiliate in accordance with the Company's retirement
policy as then in effect.

     "Securities Act" means the Securities Act of 1933, as amended.

     "Shares" means the shares of common stock, without par value, of the
Company.

     "Termination of Service" means, in the case of an Employee, the termination
of the employment relationship between the Employee and the Company and all
Affiliates; and in the case of an individual that is not an Employee, the
termination of the service relationship between the individual and the Company
and all Affiliates.

     3. ADMINISTRATION. The Plan shall be administered by a Committee, which
shall consist of two or more members of the Board. The members of the Committee
shall be appointed by the Board. A majority of the Committee shall constitute a
quorum, and the acts of a majority of the members present at any meeting at
which a quorum is present, or acts approved in writing by all members of the
Committee without a meeting, shall be acts of the Committee.

     Except as expressly limited by the Plan, the Committee shall have all
powers and discretion necessary or appropriate to administer the Plan and
control its operation, including, but not limited to, the power to (a) select
Participants, grant Awards and provide the terms and conditions of all Awards
(which need not be identical among Participants); (b) interpret the Plan and
Awards; and, (c) adopt rules and procedures for the administration,
interpretation and operation of the Plan. All determinations and decisions made
by the Committee pursuant to the provisions of the Plan shall be final,
conclusive, and binding on all persons, and shall be given the maximum deference
permitted by law.

     4. PARTICIPANTS. The Committee, in its sole discretion, may select from
time to time Participants in the Plan from those Employees and Directors who, in
the opinion of the Committee, have the capacity for contributing in a
substantial measure to the successful performance of the Company or its
Affiliates; provided, however, Incentive Stock Options may be granted only to
Employees of the Company or its Affiliates.

     5. SUBSTITUTE OPTIONS. In the event the Company or an Affiliate consummates
a transaction described in Code Section 424(a), persons who become Employees or
Directors on account of such transaction may be granted Options in substitution
for Options granted by the former employer. The Committee, in its sole
discretion and consistent with Code Section 424(a) shall determine the Exercise
Price of the substitute Options.


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     6. AWARD AGREEMENT. Each Award shall be evidenced by an Award Agreement
containing the terms and the conditions of the Award, as determined by the
Committee, in its sole discretion. With respect to Awards of Options, in
addition to any other terms and conditions the Committee establishes, the Award
Agreement shall specify the Exercise Price, the time or times at which an Option
will vest or become exercisable, the term of the Option, the number of Shares to
which the Option pertains, any conditions to exercise of the Option, and whether
the Option is intended to be an Incentive Stock Option or a Nonqualified Stock
Option.

     7. SHARES SUBJECT TO PLAN, LIMITATIONS ON GRANTS AND EXERCISE PRICE.
Subject to adjustment by the operation of Section 12 of the Plan:

     (a) The maximum number of Shares which may be issued under Awards under the
     Plan shall not exceed 125,000 Shares. The Shares may be either authorized
     and unissued Shares or Shares acquired by the Company and held as treasury
     Shares. Shares that are withheld to satisfy payment of the Exercise Price
     or any tax withholding obligation and any Shares subject to an Award which
     expires, terminates or is surrendered for cancellation may be subject to
     new Awards under the Plan.

     (b) The number of Shares which may be issued hereunder to any Employee
     during any calendar year under all forms of Awards shall not exceed 75,000
     Shares.

     (c) The Exercise Price for Shares awarded under Incentive Stock Options may
     not be less than the Market Value of the Shares on the Date of Grant;
     provided, however, the Exercise Price may not be less than 110% of Market
     Value with respect to Incentive Stock Options granted to any Employee who,
     together with persons whose stock ownership is attributed to the Employee
     pursuant to Code Section 424(d), owns stock possessing more than 10% of the
     total combined voting power of all classes of stock of the Company or any
     of its Affiliates. The Exercise Price for Shares awarded under Nonqualified
     Stock Options may not be less than the Market Value of the Shares on the
     Date of Grant.

     8. TERMINATION OF OPTIONS. Unless otherwise provided in the Award
Agreement, Incentive Stock Options shall expire on, and may not be exercised
after, the earliest to occur of the following events:

     (a) the tenth anniversary of the Date of Grant;

     (b) three (3) months after a Participant's Termination of Service by reason
     of Retirement;

     (c) one (1) year after a Participant's Termination of Service by reason of
     Disability or a Participant's death;

     (d) three (3) months after Termination of Service for reasons other than
     Cause; and

     (e) close of business on the business day immediately following the date of
     involuntary Termination of Service for Cause.

     Unless otherwise provided in the Award Agreement, Nonqualified Stock
Options shall expire on, and may not be exercised after, the earliest to occur
of (a) the tenth anniversary of the Date of Grant and (b) close of business on
the business day immediately following the date of involuntary Termination of
Service for Cause.

     9. METHOD OF EXERCISE OF OPTIONS. To exercise an Option under the Plan, the
Participant must give written notice to the Company (which shall specify the
number of Shares with respect to which the Participant elects to exercise the
Option) together with full payment of the Exercise Price. The date of exercise
shall be the date on which the notice and payment are received by the Company.
Payment of the Exercise Price shall be made in cash (including check, bank draft
or money order).

     10. INCENTIVE STOCK OPTIONS - ADDITIONAL PROVISIONS. Any provisions of the
Plan to the contrary notwithstanding, Incentive Stock Options shall be subject
to the following:

     (a) The aggregate Market Value (determined on the Date of Grant) of the
     Shares with respect to which Incentive Stock Options are exercisable for
     the first time by any Employee during any calendar year (under all plans of
     the Company and its Affiliates) shall not exceed $100,000.

     (b) No Incentive Stock Option may be exercised more than three (3) months
     after the Participant's Termination of Service for any reason other than
     Disability or death, unless (a) the Participant dies during such
     three-month period, and (b) the Award Agreement or the Committee permits
     later exercise.

     (c) No Incentive Stock Option may be exercised after the expiration of ten
     (10) years from the Date of Grant; provided, however, that if the Option is
     granted to an Employee who, together with persons whose


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     stock ownership is attributed to the Employee pursuant to Code Section
     424(d), owns stock possessing more than 10% of the total combined voting
     power of all classes of stock of the Company or any of its Affiliates, the
     Option may not be exercised after the expiration of five (5) years from the
     Date of Grant.

     Unless otherwise provided by the Committee in the Award Agreement, to the
extent that an Option does not qualify as an Incentive Stock Option, because of
its provisions, the time and manner of its exercise or otherwise, the Option or
portion thereof which does not so qualify, shall constitute a separate
Nonqualified Stock Option.

     11. PERFORMANCE SHARES. The Committee, in its sole discretion, may from
time to time authorize the grant of Performance Shares upon the achievement of
performance goals (which may be cumulative and/or alternative) as may be
established, in writing, by the Committee based on any one or any combination of
the following business criteria: (a) earnings per Share; (b) return on equity;
(c) return on assets; (d) operating income; or (e) Market Value per Share. At
the time as it is certified, in writing, by the Committee that the performance
goals established by the Committee have been attained or otherwise satisfied
within the Performance Cycle, the Committee shall authorize the issuance of
Performance Shares registered in the name of the Participant. The grant of an
Award of Performance Shares shall be evidenced by an Award Agreement containing
the terms and conditions of the Award as determined by the Committee. To the
extent required under Code Section 162(m), the business criteria under which
performance goals are determined by the Committee shall be resubmitted to
stockholders for reapproval no later than the first stockholder meeting that
occurs in the fifth year following the year in which stockholders previously
approved the Plan.

     In the case of a Participant's Termination of Service before the end of a
Performance Cycle for any reason other than Retirement, Disability, or death,
the Participant shall forfeit all rights with respect to any Performance Shares
that were being earned during the Performance Cycle. The Committee, in its sole
discretion, may establish guidelines providing that if a Participant incurs a
Termination of Service before the end of a Performance Cycle by reason of
Retirement, Disability, or death, the Participant shall be entitled to a
prorated Award with respect to any Performance Shares that were being earned
during the Performance Cycle.

     12. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. In the event of any change
in the outstanding Shares subsequent to the effective date of the Plan by reason
of any reorganization, recapitalization, stock split, stock dividend,
combination or exchange of shares, merger, consolidation or any change in the
corporate structure or Shares of the Company, the maximum aggregate number and
class of shares as to which Awards may be granted under the Plan and the number
and class of shares and Exercise Price of Options with respect to Awards
previously granted under the Plan may be adjusted by the Committee, in its sole
discretion, and the Committee's determination shall be conclusive.

     13. EFFECT OF REORGANIZATION. Except as otherwise specifically provided in
the Award Agreement, Awards will be affected by a Reorganization as follows:

     (a) If the Reorganization is a dissolution or liquidation of the Company,
     then each outstanding Option shall terminate, but each Participant to whom
     the Option was granted shall have the right, immediately prior to such
     dissolution or liquidation to exercise his Option in full, notwithstanding
     the provisions of Section 10, and the Company shall notify each Participant
     of the Participant's right within a reasonable period of time prior to any
     dissolution or liquidation.

     (b) If the Reorganization is a merger or consolidation, other than a Change
     in Domicile or a Change in Control subject to Section 14 of this Plan, upon
     the effective date of the Reorganization, each Optionee shall be entitled,
     upon exercise of his Option in accordance with all of the terms and
     conditions of the Plan, to receive in lieu of Shares, shares of stock or
     other securities or consideration as the holders of Shares shall be
     entitled to receive pursuant to the terms of the Reorganization.

     (c) If the Reorganization is a Change of Domicile, then this Plan and each
     outstanding option shall be assumed by and become the liabilities of the
     entity succeeding to the Company in such Change of Domicile. Any stock
     split or recapitalization effected as part of or in connection with such
     Change of Domicile shall be treated as a change in capitalization of the
     Company under Section 12.

     The adjustments contained in this Section and the manner of application of
its provisions shall be determined solely by the Committee.

     14. EFFECT OF CHANGE OF CONTROL. If a Participant incurs an involuntary
Termination of Service for any reason other than Cause at any time within twelve
(12) months after a Change in Control, unless the Committee shall have otherwise
provided in the Award Agreement, the Participant shall be entitled to receive a
prorated Award with respect to Performance Shares to the same extent as the
Participant's Termination of Service for reason of Retirement under Section 11
of the Plan.

     15. ASSIGNMENTS AND TRANSFERS. Awards may not be assigned, encumbered or
transferred otherwise than by will or

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the laws of descent and distribution, and during the Participant's lifetime, may
be exercisable only by the Participant.

     16. PARTICIPANT RIGHTS LIMITED. No Employee, Director or other person shall
have a right to be selected as a Participant nor, having been so selected, to be
selected again as a Participant, and no Employee, Director or other person shall
have any claim or right to be granted an Award under the Plan or under any other
incentive or similar plan of the Company or any Affiliate. Neither the Plan nor
any action taken pursuant to the Plan shall be construed as giving any person
any right to be retained in the employ or service of the Company or any
Affiliate.

     17. STOCKHOLDER RIGHTS. No Participant or other person shall have any of
the rights or privileges of a stockholder of the Company with respect to any
Shares issuable pursuant to an Award unless and until certificates representing
the Shares shall have been issued, recorded on the records of the Company or its
transfer agents or registrars, and delivered to the Participant or other person
entitled to the Shares.

     18. WITHHOLDING TAX. Prior to the delivery of any Shares or cash pursuant
to an Award, the Company shall have the right and power, as and if required by
applicable law, to require the Participant to remit to the Company an amount
sufficient to satisfy all applicable tax withholding requirements. The amount of
the withholding requirement shall be deemed to include any amount which the
Committee determines, not to exceed the amount determined by using the maximum
federal, state or local marginal income tax rates applicable to the Participant
with respect to the Award on the date that the amount of tax to be withheld is
to be determined for these purposes.

     19. SETTLEMENT OF AWARDS. The Company's obligation to deliver Shares with
respect to an Award shall be subject to such conditions, restrictions and
contingencies as the Company may establish, including but not limited to, the
receipt of a representation as to the investment intention of the person to whom
Shares are to be delivered, in such form as the Company shall determine to be
necessary or advisable to comply with the provisions of the Securities Act or
any other applicable federal or state securities legislation. It may be provided
that any representation requirement shall become inoperative upon a registration
of the Shares or other action eliminating the necessity of a representation
under the Securities Act or other securities legislation. The Company shall not
be required to deliver any Shares under the Plan prior to (a) the admission of
the Shares to listing on any stock exchange or system on which the Shares may
then be listed and (b) the completion of any registration or other qualification
of the Shares under any state or federal law, rule or regulation, as the Company
shall determine to be necessary or advisable.

     20. TERMINATION, AMENDMENT AND MODIFICATION OF PLAN. The Board may at any
time terminate, and may at any time and from time to time and in any respect
amend or modify, the Plan; provided however, that to the extent necessary and
desirable to comply with Rule 16b-3 under the Exchange Act or Code Section 422
(or any other applicable law or regulation, including requirements of any stock
exchange or quotation system on which the Shares are listed or quoted)
shareholder approval of any Plan amendment shall be obtained in such a manner
and to such a degree as is required by the applicable law or regulation; and
provided further, that no termination, amendment or modification of the Plan
shall in any manner affect any Award theretofore granted pursuant to the Plan
without the consent of the Participant to whom the Award was granted or
transferee of the Award.

     21. REQUIRED EXERCISE OR FORFEITURE. Notwithstanding anything to the
contrary in this Plan or any Award Agreement, the primary federal bank regulator
of the Company, or any Affiliate that is a depository institution, shall have
the right, in its discretion, to direct the Company to require Participants to
exercise or forfeit their Options if the capital of any Affiliate that is a
depository institution falls below the minimum capital as determined by the
primary federal bank regulator of the Company or such Affiliate. In such an
event, each Participant shall be entitled to written notice of such direction
from the Company and a period of no more than 30 days from the receipt of such
notice to exercise their affected Options.

     22. EFFECTIVE DATE AND TERM OF PLAN. The Plan shall become effective upon
its adoption by the Board, subject to approval and ratification by the
stockholders of the Company. After approval by the Company's stockholders, the
Plan shall continue in effect for a term of ten (10) years from the date of
adoption by the Board of Directors unless sooner terminated pursuant to Section
20 of the Plan.

     23. GOVERNING LAW. The Plan and Award Agreements shall be construed in
accordance with and governed by the laws of the state of the Company's
organization.