Filed by Old National Bancorp

Pursuant to Rule 425 under the Securities Act of 1933

Subject Company: Tower Financial Corporation

SEC Registration Statement No.: 333-192671

The following slides relating to Old National Bancorp’s pending acquisition of Tower Financial Corporation are excerpts from a presentation given by executive officers of Old National to investors and analysts on January 8, 2014 in connection with the announcement of Old National’s proposed merger transaction with United Bancorp, Inc.

*        *        *

4

Additional Information for Shareholders of Tower Financial Corporation

Communications in this document do not constitute an offer to sell or the solicitation of an offer to buy any

securities or a solicitation of any vote or approval. In connection with the proposed merger, Old National Bancorp

has filed with the Securities and Exchange Commission (SEC) a Registration Statement on Form S-4 that includes

a Proxy Statement of Tower Financial Corporation and a Prospectus of Old National Bancorp, as well as other

relevant documents concerning the proposed transaction. The SEC declared the Form S-4 Registration Statement

effective on December 19, 2013.  Shareholders of Tower Financial Corporation are urged to read the Registration

Statement and the Proxy Statement/Prospectus regarding the merger and any other relevant documents filed with

the SEC, as well as any amendments or supplements to those documents, because they contain important

information.  A free copy of the Proxy Statement/Prospectus, as well as other filings containing information about

Old National Bancorp and Tower Financial Corporation, may be obtained at the SEC’s Internet site

(http://www.sec.gov). You will also be able to obtain these documents, free of charge, from Old National Bancorp

at www.oldnational.com under the tab “Investor Relations” and then under the heading “Financial Information” or

from Tower Financial Corporation by accessing Tower Financial Corporation’s website at www.towerbank.net

under the tab “Investor Relations” and then under the heading “SEC Filings.”

Old National Bancorp and Tower Financial Corporation and certain of their directors and executive officers may be

deemed to be participants in the solicitation of proxies from the shareholders of Tower Financial Corporation in

connection with the proposed merger. Information about the directors and executive officers of Old National

Bancorp is set forth in the proxy statement for Old National’s 2013 annual meeting of shareholders, as filed with

the SEC on a Schedule 14A on March 15, 2013. Information about the directors and executive officers of Tower

Financial Corporation is set forth in the proxy statement for Tower Financial Corporation’s 2013 annual meeting of

shareholders, as filed with the SEC on a Schedule 14A on March 28, 2013. Additional information regarding the

interests of those participants and other persons who may be deemed participants in the transaction may be

obtained by reading the Proxy Statement/Prospectus regarding the proposed merger. Free copies of this

document may be obtained as described in the preceding paragraph.

5

Disclosures

Forward-Looking Statement

This presentation contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of

1995.  These statements include, but are not limited to, descriptions of Old National’s financial condition, results of operations, asset

and credit quality trends and profitability and statements about

the expected timing, completion, financial benefit and other effects of

the proposed mergers.  Forward-looking statements can be identified by the use of the words “anticipate,”

“believe,”

“expect,”

“intend,”

“could”

and “should,”

and other words of similar meaning.  These forward-looking statements express management’s

current expectations or forecasts of future events and, by their

nature, are subject to risks and uncertainties and there are a number

of factors that could cause actual results to differ materially from those in such statements.  Factors that might cause such a

difference include, but are not limited to: market, economic, operational, liquidity, credit and interest rate risks associated with Old

National's business; competition; government legislation and policies (including the impact of the Dodd-Frank Wall Street Reform

and Consumer Protection Act and its related regulations); ability of Old National to execute its business plan, including the proposed

acquisitions of Tower Financial Corporation and United Bancorp, Inc.; changes in the economy which could materially impact credit

quality trends and the ability to generate loans and gather deposits; failure or circumvention of Old National’s internal controls;

failure or disruption of our information systems; failure to adhere to or significant changes in accounting, tax or regulatory practices

or requirements; new legal obligations or liabilities or unfavorable resolutions of litigations; other matters discussed in this

presentation and other factors identified in Old National’s Annual Report on Form 10-K and other periodic filings with the Securities

and Exchange Commission.  These forward-looking statements are made only as of the date of this presentation, and Old National

undertakes no obligation to release revisions to these forward-looking statements to reflect events or conditions after the date of this

presentation.

Non-GAAP Financial Measures

These slides contain non-GAAP financial measures. For purposes of Regulation G, a non-GAAP financial measure is a numerical

measure of the registrant's historical or future financial performance, financial position or cash flows that excludes amounts, or

is subject to adjustments that have the effect of excluding amounts, that are included in the most directly comparable measure

calculated and presented in accordance with GAAP in the statement of income, balance sheet or statement of cash flows (or

equivalent statements) of the issuer; or includes amounts, or is

subject to adjustments that have the effect of including

amounts, that are excluded from the most directly comparable measure so calculated and presented.   In this regard, GAAP

refers to generally accepted accounting principles in the United

States.  Pursuant to the requirements of Regulation G, Old

National Bancorp has provided reconciliations within the slides,

as necessary, of the non-GAAP financial measure to the most

directly comparable GAAP financial measure.

6

Old National Bancorp to Partner With United Bancorp, Inc.

Expansion in Michigan is a key part of

ONB’s strategy.

ONB can leverage UBMI’s expertise in

small business administration lending

throughout ONB’s footprint.

UBMI’s talented mortgage servicing

operation can be expanded across

ONB’s footprint.

United (OTCQB: UBMI) offers 18 branches

and $806 million of deposits in the

Southeastern Michigan area, doubling ONB’s

presence in Michigan.

Includes branches from pending TOFC transaction

7

Returned to

community

bank model

2004

2005

Sold non-

strategic

market –

Clarksville, TN

–

5 branches

2006

Sold non-

strategic market

–

O’Fallon, IL –

1 branch

2007

2008

2009

2010

2011

2012

2013

Acquired St.

Joseph Capital –

Entry into

Northern IN

market   

February, 2007

Acquired 65

Charter One

branches

throughout

Indiana       

March, 2009

Acquired Monroe

Bancorp –

Enhanced

Bloomington, IN

presence       

January, 2011

Acquired IN

Community –

Entry into

Columbus, IN 

September, 2012

FDIC-assisted

acquisition of

Integra Bank   

July, 2011

Sold non-

strategic

market –

Chicago-area -

4 branches

Consolidation of

21 branches

Acquired 24      

MI / IN branches 

July, 2013

Consolidation

of 2 branches

Consolidation

of 8 branches

Consolidation

of 1 branch

Consolidation

of 10 branches

Consolidation

of 12 branches

Consolidation

of 44 branches

Consolidation

of 5 branches

Sold  12 

branches

Consolidation

of 22

branches

Purchased 175 + 25 pending

22 Sold

125 Consolidations

Pending

acquisition

of Tower

Financial –

Enhancing

Ft. Wayne,

IN presence

Transforming Old National’s Landscape

Pending

acquisition of

United

Bancorp –

Entry into  

Ann Arbor, MI

2014

8

2004

2014

8

Transforming Old National’s Landscape

Pending Tower and United locations

9

-

New markets since 2004

Per SNL Financial                                               

2014 map includes pending Tower locations

Market

MSA Population

Adding Markets with Greater Populations

2004

Bloomington, IN

162,131

Kalamazoo, MI

328,709

South Bend, IN

319,575

Indianapolis, IN

1,913,665

>50k

<50k

Counties with Populations

Columbus, IN

77,943

Ft. Wayne, IN

421,029

Lafayette, IN

205,437

Louisville, KY

1,247,256

Ann Arbor, MI

348,690

2014

14

Pro Forma Capital Ratios

ONB            Projected

9-30-2013

1

at Closing

2

Peer

Group

Average 

9-30-2013

3

Tangible Common Equity/Tangible Assets

8.4%

7.6%

8.3%

Tangible Common Equity/Risk Weighted Assets

13.7%

12.0%

11.8%

Tier 1 Risk-Based Capital

14.2%

13.1%

13.1%

Total Risk-Based Capital

15.1%

13.8%

14.8%

1

See Appendix for Non GAAP Reconciliation

3

See Appendix for definition of ONB’s Peer Group

2

Assumes ONB actual ratios at September 30, 2013, plus First Call

Street Estimates, Tower transaction closing in 1Q14, and continuation of

$.10 quarterly cash  dividend

20

(end of period balances-

$ in millions)

ONB at        

9-30-2013

Projected at

Closing¹

Total Shareholders’

Equity

$1,159.3

$1,395.7

Deduct:  Goodwill and Intangible Assets

(379.3)

(607.9)

Tangible Common Shareholders’

Equity

$779.9

$787.8

Total Assets

$9,652.1

$10,942.7

Add:  Trust Overdrafts

.1

0

Deduct:  Goodwill and Intangible Assets

(379.3)

(607.9)

Tangible Assets

$9,272.8

$10,334.8

Tangible Common Equity to Tangible Assets

8.41%

7.6%

ONB at        

9-30-2013

Projected at

Closing¹

Total Shareholders’

Equity

$1,159.3

$1,395.7

Deduct:  Goodwill and Intangible Assets

(379.3)

(607.9)

Tangible Common Shareholders’

Equity

$779.9

$787.8

Risk Adjusted Assets

$5,680.6

$6,554.9

Tangible Common Equity to Risk Weighted Assets

13.73%

12.0%

1

Assumes ONB actual ratios at September 30, 2013, plus First Call

Street Estimates, Tower transaction closing in 1Q14, and continuation of

$.10 quarterly cash  dividend

Non-GAAP Reconciliations

(end of period balances-

$ in millions)