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                                  EXHIBIT 10.8

                           TOWER FINANCIAL CORPORATION

                       CODE OF BUSINESS CONDUCT AND ETHICS

PURPOSE

The Code of Business Conduct and Ethics ("the Code") reaffirms our basic
policies and ethical conduct for its team members. The foundation of our code
consists of basic standards of business as well as personal conduct:

     -    Honesty and candor in our activities, including observance in spirit,
          as well as the letter of the law.

     -    Avoidance of conflicts between personal interests and the interests of
          the Company, or even the appearance of such conflicts.

     -    Respecting the confidentiality of information obtained in the course
          of business.

     -    Maintenance of our reputation and avoidance of activities which might
          reflect adversely on the Company.

     -    Integrity in dealing with the Company's assets.

OBJECTIVE

The Company has established this policy to assist its team members in
understanding and carrying out this mandate for honesty, integrity, and high
standards of conduct:

     -    A Company's reputation for integrity is its most valuable asset and is
          determined by the conduct of its team members.

     -    Each team member must manage his/her personal and business affairs so
          as to avoid situations that might lead to a conflict or even suspicion
          of a conflict between self-interest and duty to the Company, its
          customers and its shareholders.

     -    No Company position must ever be used, directly or indirectly, for
          private gain, to advance personal interests, or to obtain favors or
          benefits for a team member, a member of his/her family, or any other
          person.

SCOPE

Unless defined otherwise, the term "team member" in this Code is defined to
include all directors, officers and employees of the Company. Additionally, this
Code also is subject to all agents of the Company including, but not limited to
its, attorneys, accountants, and consultants.

GENERAL

This Code covers a wide range of business practices and procedures. It does not
cover every issue that may arise, but it sets out basic principles to guide all
directors, officers and team members of the Company

If a law conflicts with a policy in this Code, you must comply with the law;
however, if a local custom or policy conflicts with this Code, you must comply
with the Code. If you have any questions about these conflicts, you should ask
your supervisor or the Compliance Officer how to handle the situation.

Those who violate the standards in this Code will be subject to disciplinary
action up to and including termination of employment or service. IF YOU ARE IN A
SITUATION WHICH YOU BELIEVE MAY VIOLATE OR LEAD TO A VIOLATION OF THIS CODE,
FOLLOW THE GUIDELINES DESCRIBED IN SECTION 15 OF THIS CODE.

                   COMPLIANCE WITH LAWS, RULES AND REGULATIONS

Obeying the law, both in letter and in spirit, is the foundation on which this
Company's ethical standards are built. All team members must respect and obey
the laws of the cities, states and countries in which the Company conducts
business. To that effect, all team members must take an active role in being


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knowledgeable of and ensuring compliance with all applicable laws and
regulations, and must immediately report violations or suspected violations to
their supervisor, the Compliance Officer or the Audit Committee.

During any government examination or investigation, you should never destroy or
alter any Company documents, lie or make misleading statements to the government
examiner or investigator, attempt to cause another team member to fail to
provide accurate information and/or obstruct, mislead or delay the communication
of information or records.

                              CONFLICTS OF INTEREST

Conflicts of interest are strictly prohibited under this Code, unless approved
by the Audit Committee (in the case of directors or executive officers) or the
CEO (in the case of other officers or employees). A "conflict of interest"
exists when a person's private interest interferes - or even appears to
interfere - in any way with the interests of the Company. The existence of a
conflict depends upon the circumstances, including the nature and relative
importance of the interest involved. A conflict of interest situation can arise
when a team member takes actions or has interests that may make it difficult to
perform his or her Company work objectively and effectively. Conflicts of
interest may also arise when a team member, or members of his or her family,
receives improper personal benefits as a result of his or her position with the
Company.

Although it is not practical to list every activity or interest that might
present a conflict of interest, the following are examples of specific
situations in which conflicts of interest could arise, and sets forth the
Company's policy with respect to such conflicts of interest.

Interests in Other Companies

Team members, or members of their families(1), shall not acquire, own or have a
significant financial interest(2) in any business organization that does or
seeks to do business with the Company or is a competitor of the Company, unless
(a) such interest has been fully disclosed in writing to the Audit Committee (in
the case of directors or executive officers) or to the CEO (in the case of other
officers or employees) and (b) the Audit Committee or the CEO, as appropriate,
notifies the director, officer or employee that it has been determined that the
team member's duties for the Company will not require him or her to make or
cause to be made decisions that could be influenced by such interest, or that
the interest is otherwise permissible.

Employment by Other Companies

Team members shall not serve or accept an offer to serve as a director, partner,
consultant of, or in a managerial position or any other form of employment or
affiliation with, any business organization that does significant business with
or is a competitor of the Company, unless (a) such position, employment or
affiliation has been fully disclosed in writing to the Audit Committee (in the
case of directors or executive officers) or to the CEO (in the case of other
officers or employees) and (b) the Audit Committee or the CEO, as appropriate,
notifies the team member that it has been determined that such position,
employment or affiliation is permissible.

Conducting Business with Related Companies

Team members shall not conduct business on behalf of the Company with a member
of his or her family, or a business organization with which he or she or a
family member has an interest or employment relationship that calls for
disclosure under the Code standards described above or that otherwise could be
considered significant in terms of potential conflict of interest, unless (a)
such business dealings have been disclosed in writing to the Audit Committee (in
the case of directors or executive officers) or the CEO (in the case of other
officers or employees) and (b) the Audit Committee or the CEO, as appropriate,
notifies the team member that it has been determined that such transaction is
permissible.

Unrelated Outside Employment

Should an officer or employee be engaged in outside employment not related to
his or her regularly assigned work and not covered by the Code standards
described above, such outside employment must not detract from the officer's or
employee's job performance or otherwise be detrimental to the best

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(1)  Family members include spouse, children, stepchildren, grandchildren,
     parents, stepparents, brothers, sisters, grandparents, in-laws, spouse's
     in-laws, and any person living in the same household as the team member.

(2)  A significant financial interest is an aggregate interest of a team member
     and family members of more than: (a) 10% of any class of the outstanding
     securities of a company, (b) 10% interest in a partnership or association,
     or (c) 10% of the total direct and beneficial assets or income of such team
     member.


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interests of the Company. Unless an officer or employee has questions concerning
the application of this policy to his or her particular situation, no notice to
the Company is required.

Reporting to an Immediate Family Member

The potential for conflict of interest clearly exists if your spouse, partner or
immediate family member also works at the Company and is in a direct reporting
relationship with you. Officers or employees should not directly supervise,
report to, or be in a position to influence the hiring, work assignments or
evaluations of someone with whom they have a romantic or familial relationship.

Transacting or Processing Personal Transactions

Officers or employees should not be the sole individual processing transactions
on their personal accounts at Tower Bank Officers and employees should avoid
involvement of any kind in the credit approval process, when the credit being
considered will directly or indirectly benefit him or her. This clearly creates
a conflict of interest and does not follow good internal control. Personal
transactions should be transacted by or presented to an appropriate officer or
employee in order to be processed.

Soliciting Suppliers and Customers

No one should request donations from suppliers, customers or contractors to help
pay for any Company events. Solicitations of cash, merchandise or services are
not allowed because they could be perceived to create obligations in order to
keep, increase or obtain Company business. The Company desires that its
suppliers and vendors understand that their business relationship with the
Company is based totally on their ability to competitively meet the Company's
business needs.

Fees and Honorariums

With prior approval, you may give lectures, conduct seminars, publish articles
in books or engage in any other similar activity for which you may be paid a fee
or honorarium. However, any fees, honorariums or reimbursements must be
transferred to the Company unless written approval is given to retain them.

Bribes and Kickbacks

Do not offer, give, solicit or receive bribes or kickbacks. Under some statutes,
such as the Foreign Corrupt Practices Act, these are criminal actions that can
lead to prosecution.

Gifts, Favors, Entertainment, Advances and Payments

Received by Company Team Members.

You may not seek or accept any gifts, advances, payments, fees, services,
privileges, vacations or pleasure trips (even with an apparent business
purpose), loans (other than conventional loans on customary terms from lending
institutions) or other favors from any person or business organization that does
or seeks to do business with, or is a competitor of, the Company. No one may
accept anything of value in exchange for referral of third parties to any such
person or business organization. In applying this policy:

          (a)  You may accept common courtesies or ordinary social amenities
               valued less than $100 associated with generally accepted business
               practices for yourself and members of your families.

          (b)  It is never permissible to accept cash or cash equivalents
               (savings bonds, stock, etc.) of any amount. In addition,
               entertainment beyond that described by (a) above should not be
               accepted under any circumstances.

Paid or Made by Company Team Members

You should be aware that it is a violation of law to confer benefits on an
employee of another company if it is made without such person's employer's
consent or knowledge and with intent to influence such person's conduct in
relation to the affairs of the employer. The making of seasonal gifts at holiday
time is generally not considered to be a violation of this policy; however, at
no time may cash or cash equivalents (savings bonds, stock, etc.) be issued as
gifts.

You may dispense common courtesies or ordinary social amenities generally
associated with accepted business practices if they meet all the following
criteria:

          (a)  There is a specific business purpose.

          (b)  They are of limited value, and in a form that will not be
               construed as a bribe or pay-off.

          (c)  They are not in contravention of applicable law (see above) and
               generally accepted ethical standards.


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          (d)  Public disclosure of the facts will not embarrass the Company or
               the director, officer or employee.

     Secret commissions or other secret compensation or payments are never
     permissible and may be a criminal offense.

Use of personal funds to make loan payments for any Tower customer, other than
the officer's or employee's personal loans, for any reason is strictly
prohibited.

Political Contributions

The Company may make political contributions to political parties and committees
and to candidates for and holders of national, state and local governmental
offices in accordance with applicable federal and state laws. Team members may
not be reimbursed by the Company for contributions of any kind to any political
party or committee or to any candidate for, or holder of, any office of any
government - national, state or local. This policy is not intended to restrict
in any manner the use of personal funds by team members for political
contributions.

Again, conflicts of interest are prohibited as a matter of Company policy,
except where approved by the Audit Committee (for directors and executive
officers) or the CEO (for all other officers or employees). Conflicts of
interest may not always be clear-cut, so if you have a question, you should
consult with the Compliance Officer, the CEO or the Audit Committee. Any team
member who becomes aware of a conflict or potential conflict should bring it to
the attention of a supervisor, the Compliance Officer, the CEO or the Audit
Committee or consult the procedures described in Section 14 of this Code.

3.   PERSONAL FINANCES

Team members are expected to live within their income and to manage their
personal finances so as to avoid embarrassment personally and to the Company.
This includes proper handling of bank accounts and not writing checks against
insufficient funds. Excessive borrowing is evidence of poor financial
management. The services and advise of the Company are available to all team
members in need of financial guidance and assistance. Loans made to qualified
team members are based on creditworthiness, including length of employment and
prospects for continued employment.

4.   INSIDER TRADING

Team members who have access to non-public material information are not
permitted to use or share that information for stock trading purposes or for any
other purpose except the conduct of our business. The term "trade" includes all
securities transactions in the open market, and includes transactions in Company
plans such as the Tower Financial 401(k) Plan and the Tower Financial Stock
Option and Incentive Plans. All non-public information about the Company should
be considered confidential information. To use non-public information for
personal financial benefit or to "tip" others who might make an investment
decision on the basis of this information is not only unethical but also is a
violation of federal securities laws and can result in civil and criminal
penalties. Non-public, material information includes, but is not limited to:
significant new product/service developments, sales and earnings reports or
projections, major contracts with customers or suppliers, plans for stock splits
or buy backs and potential acquisitions or mergers. Such non-public material
information in the case of another company would also include knowledge that the
other company may enter into or is negotiating for a contract important to it
for the sale of property, goods or services to or by the Company. In these
instances where you have such information, you must refrain from buying or
selling or encouraging others to buy or sell the Company's securities or
securities of another company, as the case may be, until the information has
been disclosed to the general public. If you have any questions about the
appropriateness of purchasing or selling a security under these circumstances
you should contact the Company's Secretary or the CEO. Directors and executive
officers of the Company are reminded that they are subject to additional
obligations and to certain reporting requirements under federal securities laws,
which are beyond the scope of, and are not discussed in, this Code.

                             CORPORATE OPPORTUNITIES

Team members are prohibited from taking personal opportunities that are
discovered through the use of Company property, information or position without
the consent of the CEO or the Audit Committee. No team member may use Company
property, information, or position for improper personal gain, and no team
member may compete with the Company directly or indirectly. (See Section 2,
Conflict of Interest.)


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Team members owe a duty to the Company to advance its legitimate interests when
the opportunity to do so arises.

                          COMPETITION AND FAIR DEALING

We seek to outperform our competition fairly and honestly. We seek competitive
advantages through superior performance, never through unethical or illegal
business practices. Stealing proprietary information, possessing trade secret
information that was obtained without the owner's consent, or inducing such
disclosures by past or present employees of other companies is prohibited. You
should endeavor to respect the rights of and deal fairly with the Company's
customers, suppliers, competitors and employees. You should not take unfair
advantage of anyone through manipulation, concealment, abuse of privileged
information, misrepresentation of material facts, or any other intentional
unfair-dealing practice.

                          DISCRIMINATION AND HARASSMENT

The diversity of the Company's work force and management is a tremendous asset.
We are firmly committed to providing equal opportunity in all aspects of
employment and will not tolerate any illegal discrimination or harassment of any
kind. Examples include derogatory comments based on racial or ethnic
characteristics and unwelcome sexual advances. For further information, please
refer to the team member handbook.

                                HEALTH AND SAFETY

The Company strives to provide a safe and healthful work environment. Everyone
has a responsibility for maintaining a safe and healthy workplace by following
safety and health rules and practices and reporting accidents, injuries and
unsafe equipment, practices or conditions. Violence and threatening behavior are
not permitted. Officers and employees should report to work in condition to
perform their duties, free from the influence of illegal drugs or alcohol. The
use of illegal drugs in the workplace will not be tolerated. For further
information, please refer to the team member handbook

                                 RECORD-KEEPING

The Company requires honest and accurate recording and reporting of information
in order to make responsible business decisions. For example, only the true and
actual number of hours worked should be reported.

Many officers and employees regularly use business expense accounts, which must
be documented and recorded accurately. If you are not sure whether a certain
expense is legitimate, ask your supervisor, the Controller or the CFO. Rules and
guidelines are available from the Finance Department. All of the Company's
books, records, accounts and financial statements must be maintained in
reasonable detail, must appropriately reflect the Company's transactions and
must conform both to applicable legal requirements and to the Company's system
of internal controls. Unrecorded or "off the books" funds or assets should not
be maintained unless permitted by applicable law or regulation. Business records
and communications often become public, and you should avoid exaggeration,
derogatory remarks, guesswork, or inappropriate characterizations of people and
companies that could be misunderstood. This applies equally to e-mail, internal
memos, and formal reports. Records should always be retained or destroyed
according to the Company's record retention policies. In accordance with those
policies, in the event of litigation or governmental investigation please
consult the Compliance Officer, the Controller or the CFO.

                                 CONFIDENTIALITY

Team members must maintain the confidentiality of confidential information
entrusted to them by the Company or its customers, except when disclosure is
authorized by the CFO or CEO or legally mandated by laws or regulations.
Confidential information includes all non-public information that might be of
use to competitors, or harmful to the Company or its customers, if disclosed.

Team members who have access to confidential information are obligated to
safeguard it from unauthorized access and:

-    not disclose this information to persons outside the Company. (Exercise
     caution when discussing company business in public places where
     conversations can be overheard. Recognize the potential for eavesdropping
     on cellular phones.)

-    not use this information for personal benefit or the benefit of persons
     outside of the Company.

-    not share this information with other employees except on a legitimate
     "need to know" basis.


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Written approval from the CFO or CEO is required before confidential information
can be released outside the Company. This includes speeches, technical papers
for publication, Company references, endorsements of other products and
services, and information the Company has received from other companies under an
obligation of confidentiality.

Any Company information created in the course of your employment or service
belongs to the Company. The obligation to preserve confidential information
continues even after your employment or service ends. Upon retirement or
termination of employment or service, all written and tangible proprietary,
confidential information must be returned to the Company prior to or on your
last day of employment or service.

                   PROTECTION AND PROPER USE OF COMPANY ASSETS

Team members should endeavor to protect the Company's assets and ensure their
efficient use. Theft, carelessness, and waste have a direct impact on the
Company's profitability. Any suspected incident of fraud or theft should be
immediately reported for investigation. Company assets should not be used for
non-Company business.

Use of email, voice mail and internet services

E-mail systems and internet services are provided to help you do our work. Do
not access, send, or download any information that could be insulting or
offensive to another person, such as sexually explicit messages, cartoons,
jokes, ethic or racial slurs, or any other message that could be viewed as
harassment. Also, remember that "flooding" Company computer systems with junk
mail and trivia is not acceptable behavior and hampers the ability of the
Company's systems to handle legitimate Company business.

Your messages (including voice mail) and computer information are considered
Company property and you should not have any expectation of privacy. Unless
prohibited by law, the Company reserves the right to access and disclose this
information as necessary for business purposes. Use good judgment, and do not
access, send a message, or store any information that you would not want to be
seen or heard by other individuals. Violation of these policies may result in
disciplinary actions up to and including discharge from the Company.

Proprietary Information

Your obligation to protect the Company's assets includes its proprietary
information. Proprietary information includes intellectual property such as
trade secrets, patents, trademarks, and copyrights, as well as business,
marketing and service plans, engineering and manufacturing ideas, designs,
databases, records, salary information and any unpublished financial data and
reports. Unauthorized use or distribution of this information may destroy the
information's value, harm the Company's competitive position, or constitute
breaches of agreements. It could also be illegal and result in civil or even
criminal penalties.

The Company's guidelines regarding treatment of proprietary information are:

-    Proprietary information should be discussed with Company team members only
     on a "need-to-know" basis.

-    Unless someone with proper authority decides publicly to disclose
     proprietary information, disclosures to anyone outside the Company should
     occur only in conjunction with an executed confidential disclosure
     agreement prepared by the CFO or CEO.

-    Always remain alert to inadvertent disclosure of proprietary information,
     e.g., in social conversations or normal business relations with suppliers,
     customers and others.

-    Do not accept proprietary information from third parties unless such
     information is subject to a written confidentiality agreement prepared by
     the CFO or CEO.

While you must remain alert to the competitive environment and seek information
with respect to the Company's markets and its competitors, you must do so only
by means that are lawful and ethical. You must never participate in illegal or
improper acquisition of another's proprietary information. If you are approached
with offers of such information, or with any information believed to have
originated illegally or improperly, you must immediately refer the matter to the
CFO or CEO. (See Section 10, Confidentiality.)


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                        PAYMENTS TO GOVERNMENT PERSONNEL

The U.S. Foreign Corrupt Practices Act prohibits giving anything of value,
directly or indirectly, to officials of foreign governments or foreign political
candidates in order to obtain or retain business. It is strictly prohibited to
make illegal payments to government officials of any country. In addition, the
U.S. government has a number of laws and regulations regarding business
gratuities which may be accepted by U.S. government personnel. The promise,
offer or delivery to an official or employee of the U.S. government of a gift,
favor or other gratuity in violation of these rules would not only violate
Company policy but could also be a criminal offense. State and local
governments, as well as foreign governments, may have similar rules.

               WAIVERS OF THE CODE OF BUSINESS CONDUCT AND ETHICS

Any waiver of this Code for executive officers or directors may be made only by
the Audit Committee and the Board of Directors and will be promptly disclosed to
the Company shareholders, as required by law or stock exchange regulation.

All other waivers of this Code should be made by the CEO.

                   REPORTING ANY ILLEGAL OR UNETHICAL BEHAVIOR

You are encouraged to talk to supervisors, managers or other appropriate
personnel, or the Audit Committee members about observed illegal or unethical
behavior and when in doubt about the best course of action in a particular
situation. All team members should report violations of laws, regulations,
rules, or this Code. It is the Company's policy not to allow retaliation for
reports of misconduct by others made in good faith by team members. You are
expected to cooperate in internal investigations of misconduct.

                       COMPLIANCE STANDARDS AND PROCEDURE

Interpretation

The Compliance Officer is responsible for giving guidance on interpreting and
applying the Code when questions arise. The key exceptions are when guidance
from the Company's legal counsel is specified or questions arise about the legal
impact of an action. Any questions should be addressed in writing to Tower
Financial Corporation, 116 E Berry St, Fort Wayne, IN 46802, attention:
Compliance Officer. In addition, the Compliance Officer can be reached at (260)
427-7118.

Reports of Non-Compliance

The Audit Committee is a resource for any team member to report suspected
instances of violations of law or improper conduct in the Company. Any employee,
officer or director who is concerned that a team member has violated or may
violate any law or Code standard may report this concern to his or her
supervisor, Compliance Officer, CEO or directly to the Audit Committee. Failure
to make such a report is a violation of these Code standards and may be subject
to disciplinary action up to and including termination. You have a right, and at
times a legal obligation, to call the Company's attention to situations in which
the law or the Code standards have been breached. You may contact William G.
Niezer, Chairman of the Audit Committee at (260) 435-4201 anonymously. Those who
choose to identify themselves are assured that they will not suffer disciplinary
or retaliatory action. Confidentiality will be maintained to the extent possible
in light of the Audit Committee's duty to fully investigate any report of
improper conduct in the Company. Upon receipt of a concern, the Audit committee
will initiate an appropriate investigation and resolution of the matter. The
Audit Committee may handle specific issues itself or may select an appropriate
individual to gather needed information and evaluate situations. Anyone
violating the Code may be subject to disciplinary action up to and including
termination of employment. In special cases, the Company may be obligated to
refer violations to appropriate law enforcement officials.

Audits

Periodically, compliance with the Code will be monitored by Internal Audit.
Everyone must cooperate fully with these reviews and provide truthful and
accurate information. Results of all such reviews will be reported to the Audit
Committee.

Request for Exception

While some standards in the Code require strict application, others do allow
exceptions. For example, minor conflicts of interest may be resolved by
disclosing the conflict to all interested parties. Team


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members who believe they merit an exception should first contact their immediate
supervisors. If an immediate supervisor agrees that an exception is warranted,
he or she may forward a request for exception to the Compliance Officer, which
shall be responsible for reviewing it and submitting it to the Audit Committee
for approval or disapproval.

Non-Exclusivity

While the Code standards are extensive, they are by no means exhaustive. Nothing
expressed or implied in the Code can represent all the policies and procedures
the Company believes its team members should follow.

Remember, if you suspect that a violation of the law or the Code has taken place
or may take place, keep the following guidelines in mind:

-    MAKE SURE YOU HAVE ALL THE FACTS. In order to reach the right solutions, we
     must be as fully informed as possible.

ASK YOURSELF: WHAT SPECIFICALLY AM I BEING ASKED TO DO? DOES IT SEEM UNETHICAL
OR IMPROPER? This will enable you to focus on the specific question you are
faced with, and the alternatives you have. Use your judgment and common sense;
if something seems unethical or improper, it probably is.

CLARIFY YOUR RESPONSIBILITY AND ROLE. In most situations, there is shared
responsibility. Are your colleagues informed? It may help to get others involved
and discuss the problem.

DISCUSS THE PROBLEM WITH YOUR SUPERVISOR, COMPLIANCE OFFICER, CEO OR AUDIT
COMMITTEE MEMBER. This is the basic guidance for all situations. In many cases,
your supervisor, Compliance Officer, CEO or Audit Committee member will be more
knowledgeable about the question, and will appreciate being brought into the
decision-making process. Remember that it is these individual's responsibility
to help solve problems.

SEEK HELP FROM COMPANY RESOURCES. In the rare case where it may not be
appropriate to discuss an issue with your supervisor, or where you do not feel
comfortable approaching your supervisor with your question, discuss it with the
Compliance Officer or the CEO. If that also is not appropriate, call (260)
435-4201, the direct line to the William G. Niezer, Chairman of the Audit
Committee.

YOU MAY REPORT ETHICAL VIOLATIONS IN CONFIDENCE AND WITHOUT FEAR OF RETALIATION.
If your situation requires that your identity be kept secret, your anonymity
will be protected. The Company does not permit retaliation of any kind against
employees for good faith reports of ethical violations.

ALWAYS ASK FIRST, ACT LATER: IF YOU ARE UNSURE OF WHAT TO DO IN ANY SITUATION,
SEEK GUIDANCE BEFORE YOU ACT.


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