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<ACCESSION-NUMBER>0001135428-08-000480
<TYPE>10-Q
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<PERIOD>20080930
<FILING-DATE>20081110
<DATE-OF-FILING-DATE-CHANGE>20081110
<FILER>
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<CONFORMED-NAME>MID PENN BANCORP INC
<CIK>0000879635
<ASSIGNED-SIC>6022
<IRS-NUMBER>251666413
<STATE-OF-INCORPORATION>PA
<FISCAL-YEAR-END>1231
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<STREET1>349 UNION ST
<CITY>MILLERSBURG
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<PHONE>7176922133
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<STREET2>349 UNION STREET
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<FILENAME>midpenn_10q.txt
<TEXT>
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                ----------------

                                    FORM 10-Q

                                ----------------

[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

                For the Quarterly Period Ended September 30, 2008

                                       OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

  For the transition period from                    to
                                 ------------------    -------------------

                        Commission file number 001-13677

                                ----------------

                             MID PENN BANCORP, INC.
             (Exact Name of Registrant as Specified in its Charter)

                                ----------------

                                  Pennsylvania
                         (State or Other Jurisdiction of
                         Incorporation or Organization)

                           349 Union Street
                       Millersburg, Pennsylvania                17061
                            -------------------------           -----
                    (Address of Principal Executive Offices) (Zip Code)

                                   25-1666413
                                   ----------
                     (I.R.S. Employer Identification Number)

                                 (717) 692-2133
              (Registrant's Telephone Number, Including Area Code)

Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes [X]  No [   ]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definition of "accelerated filer, large accelerated filer and smaller reporting
company" in Rule 12b-2 of the Exchange Act. (Check One):

    Large accelerated filer [ ]      Accelerated filer         [X]
    Non-accelerated filer   [ ]      Smaller reporting company [ ]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act). Yes [ ]         No [X]

As of November 1, 2008, there were 3,479,780 shares of the registrant's common
stock outstanding, par value $1.00 per share.

<PAGE>

                             MID PENN BANCORP, INC.
                                      INDEX

PART I - FINANCIAL INFORMATION                                              Page

Item 1 -    Financial Statements (Unaudited)
            Consolidated Balance Sheets...................................... 1
            Consolidated Statements of Income...............................2-3
            Consolidated Statements of Cash Flows...........................4-5
            Notes to Consolidated Financial Statements......................6-12
Item 2 -    Management's Discussion and Analysis of Financial Condition
               and Results of Operations...................................13-21
Item 3 -    Quantitative and Qualitative Disclosures about Market Risk........21
Item 4 -    Controls and Procedures...........................................23

PART II - OTHER INFORMATION

Item 1 -    Legal Proceedings ................................................24
Item 1A -   Risk Factors......................................................24
Item 2 -    Unregistered Sales of Equity Securities and Use of Proceeds.......24
Item 3 -    Defaults upon Senior Securities...................................24
Item 4 -    Submission of Matters to a Vote of Security Holders...............25
Item 5 -    Other Infmation...................................................25
Item 6 -    Exhibits.......................................................25-26

 Signature Page    ...........................................................27

Exhibit 31.1-Certification of Principal Executive Officer Pursuant to Exchange
              Act Rules 13a-14(a)/15d-14(a) as added by Section 302 of the
              Sarbanes-Oxley Act of 2002......................................

Exhibit 31.2-Certification of Principal Financial Officer Pursuant to Exchange
              Act Rules 13a-14(a)/15d-14(a) as added by Section 302 of the
              Sarbanes-Oxley Act of 2002......................................

Exhibit 32-Certification of Principal Executive Officer and Principal Financial
            Officer Pursuant to 18 U.S.C. Section 1350 as Added by Section
            906 of the Sarbanes-Oxley Act of 2002.............................

Unless the context otherwise requires, the terms "Mid Penn," "we," "us," and
"our" refer to Mid Penn Bancorp, Inc. and its consolidated subsidiaries.

<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS

MID PENN BANCORP, INC.
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
                                                                             September 30,   December 31,
                                                                                2008            2007
                                                                            -------------    ----------
                                                                             (Unaudited)      (Audited)
<S>                                                                              <C>             <C>

ASSETS
  Cash and due from banks                                                     $   7,711      $  10,599
  Federal funds sold                                                                 --             --
  Interest-bearing balances with other financial institutions                    50,404         46,830
  Available-for-sale investment securities                                       47,517         54,072
  Loans and leases                                                              424,450        377,128
    Less:  Allowance for loan and lease losses                                   (5,067)        (4,790)
                                                                              ---------      ---------
                      Net loans and leases                                      419,383        372,338
                                                                              ---------      ---------
  Bank premises and equipment, net                                               11,083         10,638
  Foreclosed assets held for sale                                                 1,374            529
  Accrued interest receivable                                                     2,743          2,818
  Deferred income taxes                                                           2,309          2,053
  Goodwill                                                                        1,016          1,016
  Core deposit and other intangibles, net                                           420            362
  Cash surrender value of life insurance                                          7,360          6,961
  Other assets                                                                    1,092          1,541
                                                                              ---------      ---------
                                                             Total Assets     $ 552,412      $ 509,757
                                                                              =========      =========
LIABILITIES & STOCKHOLDERS' EQUITY
  Deposits:
    Noninterest bearing demand                                                $  49,788      $  46,478
    Interest bearing demand                                                      35,119         36,627
    Money Market                                                                 71,795         62,596
    Savings                                                                      25,342         24,844
    Time                                                                        235,853        202,272
                                                                              ---------      ---------
                                                           Total Deposits       417,897        372,817
  Short-term borrowings                                                          31,998         37,349
  Long-term debt                                                                 55,264         54,581
  Accrued interest payable                                                        3,314          1,990
  Other liabilities                                                               3,243          2,576
                                                                              ---------      ---------
                                                        Total Liabilities       511,716        469,313
  Stockholders' Equity:
    Common stock, par value $1 per share; authorized
      10,000,000 shares; 3,533,340 shares issued at
      September 30, 2008 and December 31, 2007, respectively                      3,533          3,533
    Additional paid-in capital                                                   31,107         31,107
    Retained earnings                                                             7,648          6,660
    Accumulated other comprehensive income (loss)                                  (200)           284
    Treasury stock, at cost (53,560 and 43,706 shares at
      September 30, 2008 and December 31, 2007, respectively)                    (1,392)        (1,140)
                                                                              ---------      ---------
                                                Stockholders' Equity, Net        40,696         40,444
                                                                              ---------      ---------
                               Total Liabilities and Stockholders' Equity     $ 552,412      $ 509,757
                                                                              =========      =========

                 The accompanying notes are an integral part of
                     these consolidated financial statements
</TABLE>
                                       1
<PAGE>

MID PENN BANCORP, INC.
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
<TABLE>
<CAPTION>
(Dollars in thousands, except per share data)                  Three Months Ended          Nine Months Ended
                                                                  September 30,              September 30,
                                                              ---------------------      --------------------
                                                                 2008         2007        2008          2007
                                                               -------      -------      -------      -------
<S>                                                            <C>            <C>         <C>         <C>
INTEREST INCOME
  Interest & fees on loans and leases                          $ 6,869      $ 6,686      $20,176      $19,622
  Interest on interest-bearing balances                            592          637        1,961        1,894
  Interest and dividends on investment securities:
    U.S. Treasury and government agencies                          193          225          631          723
    State and political subdivision obligations,
       tax-exempt                                                  297          352          960        1,012
    Other securities                                                35           50          121          150
  Interest on federal funds sold and securities purchased
    under agreements to resell                                      --           --           --           33
                                                               --------------------      --------------------
                                 Total Interest Income           7,986        7,950       23,849       23,434
                                                               --------------------      --------------------
INTEREST EXPENSE
  Interest on deposits                                           2,841        2,879        8,623        8,571
  Interest on short-term borrowings                                132          305          557          649
  Interest on long-term debt                                       721          708        2,030        2,165
                                                               --------------------      --------------------
                                 Total Interest Expense          3,694        3,892       11,210       11,385
                                                               --------------------      --------------------
                                      Net Interest Income        4,292        4,058       12,639       12,049
PROVISION FOR LOAN AND LEASE LOSSES                                275          175          530          375
                                                               --------------------      --------------------
Net Interest Income After Provision for Loan and Lease
Losses                                                           4,017        3,883       12,109       11,674
                                                               --------------------      --------------------
NONINTEREST INCOME
  Trust department income                                           69           69          204          225
  Service charges on deposits                                      455          386        1,303        1,115
  Investment securities gains (losses), net                          8           --            8           --
  Increase in bank-owned life insurance                             65           66          192          201
  Mortgage banking income                                           32           18          114          109
  Other income                                                     369          210          979          803
                                                               --------------------      --------------------
                                 Total Noninterest Income          998          749        2,800        2,453
                                                               --------------------      --------------------
NONINTEREST EXPENSE
  Salaries and employee benefits                                 1,832        1,670        5,428        4,982
  Occupancy expense, net                                           227          202          754          640
  Equipment expense                                                208          215          634          633
  Pennsylvania Bank Shares tax expense                              93           83          277          246
  ATM and debit card processing expense                             53           38          142          112
  Professional fees                                                220          105          516          425
  Director fees and benefits expense                                77           73          245          266
  Advertising expense                                              155           86          337          311
  Computer expense                                                 135          138          383          372
  Stationery and supplies expense                                   61           68          188          193
  Other expenses                                                   464          372        1,544        1,360
                                                               --------------------      --------------------
                                 Total Noninterest Expense       3,525        3,050       10,448        9,540
                                                               --------------------      --------------------
INCOME BEFORE PROVISION FOR INCOME TAXES                         1,490        1,582        4,461        4,587
  Provision for income taxes                                       368          372        1,106        1,114
                                                               --------------------      --------------------
                                               NET INCOME      $ 1,122      $ 1,210      $ 3,355      $ 3,473
                                                               ====================      ====================
</TABLE>

                 The accompanying notes are an integral part of
                     these consolidated financial statements

                                       2
<PAGE>

MID PENN BANCORP, INC.
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) - CONTINUED
<TABLE>
<CAPTION>

                                                               Three Months Ended             Nine Months Ended
                                                                 September 30,                  September 30,
                                                              ---------------------         --------------------
                                                               2008            2007           2008        2007
                                                               ----            ----           ----        ----
<S>                                                        <C>               <C>         <C>          <C>
PER SHARE INFORMATION
     Net Income                                                $0.32            $0.35        $0.96         $0.99
     Cash Dividends                                            $0.20            $0.20        $0.60         $0.60
     Weighted Average Number of Shares Outstanding         3,479,780         3,494,195   3,484,210     3,499,812
</TABLE>














                 The accompanying notes are an integral part of
                     these consolidated financial statements

                                       3
<PAGE>

MID PENN BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>

(Dollars in Thousands)                                                                For the Nine Months
                                                                                      Ended September 30,
                                                                                      ---------------------
                                                                                      2008            2007
                                                                                      ----            ----
<S>                                                                                <C>             <C>
Operating Activities:
    Net Income                                                                     $  3,355         $  3,473
    Adjustments to reconcile net income to net cash
        provided by operating activities:
            Provision for loan and lease losses                                         530              375
            Depreciation                                                                625              593
            (Accretion) amortization of core deposit intangible                         (58)              98
            Increase in cash surrender value of life insurance                         (399)            (201)
            Investment securities gains, net                                             (8)              --
            Loss on sale of other real estate                                            32               21
            Gain on sale of loans                                                        --              (21)
            Change in deferred income taxes                                              (7)              92
            Change in accrued interest receivable                                        75               47
            Change in other assets                                                      449             (389)
            Change in accrued interest payable                                        1,324            1,047
            Change in other liabilities                                                 393               45
                                                                                   -------------------------
                                  Net Cash Provided By Operating Activities           6,311            5,180
                                                                                   -------------------------
Investing Activities:
    Net (increase) decrease in interest-bearing balances                             (3,574)          (1,918)
    Proceeds from the maturity of investment securities                              17,238            6,918
    Purchases of investment securities                                              (11,408)          (4,144)
    Net increase in loans and leases                                                (48,504)         (14,407)
    Purchases of bank premises and equipment                                         (1,070)          (1,753)
    Proceeds from sale of foreclosed assets                                              52              205
                                                                                   -------------------------
                                      Net Cash Used In Investing Activities         (47,266)         (15,099)
                                                                                   -------------------------
Financing Activities:
    Net increase in demand deposits and savings accounts                             11,499            5,304
    Net increase (decrease) in time deposits                                         33,581           (7,586)
    Net increase (decrease) in short-term borrowings                                 (5,351)          17,154
    Cash dividend paid                                                               (2,091)          (2,073)
    Long-term debt repayment                                                        (15,113)          (5,098)
    Purchase of treasury stock                                                         (253)            (401)
    Proceeds from long-term borrowings                                               15,795               --
                                                                                   -------------------------
                                  Net Cash Provided By Financing Activities          38,067            7,300
                                                                                   -------------------------
Net increase (decrease) in cash and due from banks                                   (2,888)          (2,619)
Cash and due from banks, beginning of period                                         10,599            9,498
                                                                                   -------------------------
Cash and due from banks, end of period                                             $  7,711         $  6,879
                                                                                   =========================
</TABLE>

                 The accompanying notes are an integral part of
                     these consolidated financial statements

                                       4

<PAGE>

MID PENN BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - CONTINUED


(Dollars in Thousands)                                 For the Nine Months
                                                       Ended September 30,
                                                       -------------------
                                                        2008         2007
                                                        ----         ----
Supplemental Disclosures of Cash Flow Information:
    Interest paid                                      $ 9,886     $10,338
    Income taxes paid                                  $ 1,295     $ 1,405

Supplemental Noncash Disclosures:
    Loan chargeoffs                                    $   352     $   251
    Transfers to foreclosed assets held for sale       $   929     $   525








                 The accompanying notes are an integral part of
                    these consolidated financial statements.

                                       5

<PAGE>

MID PENN BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. BASIS OF PRESENTATION

The consolidated financial statements for 2008 and 2007 include the accounts of
Mid Penn Bancorp ("Mid Penn"), its subsidiaries Mid Penn Bank (the "Bank"), Mid
Penn Insurance Services, LLC, and Mid Penn Investment Corporation (collectively
the "Corporation"). All material intercompany accounts and transactions have
been eliminated in consolidation.

Certain information and footnote disclosures normally included in consolidated
financial statements prepared in accordance with accounting principles generally
accepted in the United States of America ("GAAP") have been condensed or omitted
pursuant to the rules and regulations of the Securities and Exchange Commission
("SEC"). We believe the information presented is not misleading and the
disclosures are adequate. The financial information included herein, with the
exception of the consolidated balance sheet dated December 31, 2007, is
unaudited; however, such information reflects all adjustments (consisting only
of normal recurring accruals and adjustments) necessary to present fairly our
financial position, results of operations and cash flows for the interim
periods. The results of operations for interim periods are not necessarily
indicative of operating results expected for the full year. These interim
consolidated financial statements should be read in conjunction with the audited
financial statements and notes thereto included in Mid Penn's Annual Report on
Form 10-K for the year ended December 31, 2007, and with Mid Penn's Forms 8-K,
that were filed during 2008 with the SEC.

2. USE OF ESTIMATES

The preparation of financial statements requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting periods. Actual results could differ from those estimates. A material
estimate that is particularly susceptible to significant change relates to the
determination of the allowance for loan and lease losses.

3. SHORT-TERM BORROWINGS

Short-term borrowings as of September 30, 2008, and December 31, 2007
consisted of:

(Dollars in thousands)
                                                 September 30,     December 31,
                                                     2008              2007
                                                 ------------      ------------
Federal funds purchased                              $23,650          $29,600
Securities sold under repurchase agreements            7,602            7,156
Treasury tax and loan note                               746              593
                                                     -------          -------
                                                     $31,998          $37,349
                                                     =======          =======

Federal funds purchased represent overnight funds. Securities sold under
repurchase agreements generally mature between one day and one year. Treasury
tax and loan notes are open-ended interest bearing notes payable to the U.S.
Treasury upon call. All tax deposits accepted by the Bank are placed in the
Treasury note option account.

                                       6
<PAGE>

4. LONG-TERM DEBT

During the quarter ended September 30, 2008, the Bank entered into no additional
long-term borrowings with the Federal Home Loan Bank of Pittsburgh.

5. DEFINED BENEFIT PLANS

Mid Penn has an unfunded noncontributory defined benefit retirement plan for
directors. The plan provides defined benefits based on years of service. In
addition, Mid Penn sponsors a defined benefit health care plan that provides
post-retirement medical benefits and life insurance to full-time employees.
These health care and life insurance plans are noncontributory. A December 31
measurement date for our plans is used.

The components of net periodic benefit costs from these benefit plans are as
follows:
<TABLE>
<CAPTION>

                                                                          Three months ended September 30:
(Dollars in thousands)                                            Pension Benefits                  Other Benefits
                                                                  ----------------                  --------------
                                                                 2008           2007             2008            2007
                                                                 ----           ----             ----            ----
<S>                                                              <C>            <C>              <C>            <C>
Service cost                                                     $ 6             $ 6             $ 12            $ 10
Interest cost                                                     15              15                9               8
Amortization of transition obligation                             --              --                4               4
Amortization of prior service cost                                 5               7               --              --
Amortization of net (gain) loss                                   --              --               (1)             (2)
                                                           -------------------------------- --------------------------------
       Net periodic benefit cost                                $ 26            $ 28             $ 24            $ 20
                                                           ================================ ================================
</TABLE>
<TABLE>
<CAPTION>

                                                                             Nine months ended September 30:
(Dollars in thousands)                                            Pension Benefits                  Other Benefits
                                                                  ----------------                  --------------
                                                                 2008           2007             2008            2007
                                                                 ----           ----             ----            ----
<S>                                                              <C>            <C>              <C>             <C>
Service cost                                                    $ 18            $ 19             $ 36            $ 30
Interest cost                                                     45              45               27              24
Amortization of transition obligation                             --              --               12              11
Amortization of prior service cost                                15              20               --              --
Amortization of net (gain) loss                                   --              --               (3)             (5)
                                                           -------------------------------- --------------------------------
       Net periodic benefit cost                                $ 78            $ 84             $ 72            $ 60
                                                           ================================ ================================
</TABLE>

                                       7
<PAGE>
6. Earnings per Share

Basic earnings per share is computed by dividing net income by the weighted
average number of common shares outstanding during each of the periods
presented, giving retroactive effect to stock dividends and splits. The basic
and diluted earnings per share are the same since there are no potentially
dilutive securities outstanding.

(Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
                                                  Three Months Ended                       Nine Months Ended
                                                     September 30,                           September 30,
                                           ------------------------------             -------------------------------
                                               2008               2007                    2008                2007
                                               ----               ----                    ----                ----
<S>                                        <C>                <C>                     <C>                <C>
Net Income                                 $    1,122          $    1,210              $    3,355         $    3,473
Weighted average number of
    common shares outstanding               3,479,780           3,494,195               3,484,210          3,499,812
                                           ----------          ----------              ----------         ----------
Basic earnings per share                   $     0.32          $     0.35              $     0.96         $     0.99
                                           ==========          ==========              ==========         ==========
</TABLE>

7.  COMPREHENSIVE INCOME

The purpose of reporting comprehensive income is to report a measure of all
changes in Mid Penn's equity resulting from economic events other than
transactions with stockholders in their capacity as stockholders. For Mid Penn,
comprehensive income includes traditional income statement amounts as well as
unrealized gains and losses on certain investments in debt and equity securities
(i.e. available-for-sale securities). Because unrealized gains and losses are
part of comprehensive income, comprehensive income may vary substantially
between reporting periods due to fluctuations in the market prices of securities
held. Other comprehensive income also includes a pension component in accordance
with Financial Accounting Standards Board No. 158. The components of
comprehensive income, and the related tax effects, are as follows:
<TABLE>
<CAPTION>
(Dollars in thousands)                                     Three Months Ended                       Nine Months Ended
                                                              September 30,                           September 30,
                                                       ------------------------------             -------------------------------
                                                          2008               2007                    2008                2007
                                                          ----               ----                    ----                ----
<S>                                                    <C>                   <C>                     <C>                <C>
Net Income                                               $ 1,122           $ 1,210                 $ 3,355           $ 3,473
                                                         -------           -------                 -------           -------
Other Comprehensive Income (Loss):
  Unrealized holding gains (losses) on
available-for-sale
    investment securities arising during the period         (368)              480                    (725)             (103)
  Reclassification adjustment for (gains) losses
     included in net income                                   (8)               --                      (8)               --
                                                         -------           -------                 -------           -------
  Other comprehensive income (loss) before
     income tax (provision) benefit                         (376)              480                    (733)             (103)

  Amortization of net transition obligation, prior
     service cost, and net actuarial gain included
     in net benefit cost                                      --                --                      --              (311)
  Income tax (provision) benefit related to other
    comprehensive income (loss)                              128              (163)                    249               141
                                                         -------           -------                 -------           -------
    Total Other Comprehensive Income (Loss)                 (248)              317                    (484)             (273)
                                                         -------           -------                 -------           -------
        Total Comprehensive Income (Loss)                $   874           $ 1,527                   2,871           $ 3,200
                                                         =======           =======                 =======           =======
</TABLE>

                                       8
<PAGE>

8.  GUARANTEES

In the normal course of business, Mid Penn makes various commitments and incurs
certain contingent liabilities, which are not reflected in the accompanying
consolidated financial statements. The commitments include various guarantees
and commitments to extend credit. Commitments to extend credit are agreements to
lend to a customer as long as there is no violation of any condition established
in the contract. Commitments generally have fixed expiration dates or other
termination clauses and may require payment of a fee. Mid Penn evaluates each
customer's credit-worthiness on a case-by-case basis. The amount of collateral

obtained, if deemed necessary upon extension of credit, is based on management's
credit evaluation of the customer. Standby letters of credit and financial
guarantees written are conditional commitments to guarantee the performance of a
customer to a third party. Those guarantees are primarily issued to support
public and private borrowing arrangements. The credit risk involved in issuing
letters of credit is essentially the same as that involved in extending loans to
customers. Mid Penn had $11,251,000 and $11,480,000 of standby letters of credit
outstanding as of September 30, 2008 and December 31, 2007, respectively. The
Company does not anticipate any losses as a result of these transactions.

9.  SPLIT DOLLAR LIFE INSURANCE POSTRETIREMENT BENEFITS

Effective January 1, 2008, Mid Penn Bank adopted the provisions of Emerging
Issues Task Force ("EITF") Issue No. 06-4, "Accounting for Deferred Compensation
and Postretirement Benefit Aspects of Endorsement Split Dollar Life Insurance
Arrangements" ("EITF 06-4"). EITF 06-4 requires the recognition of a liability
related to the postretirement benefits covered by an endorsement split-dollar
life insurance arrangement, and the liability for the future death benefit
should be recognized by following the guidance in SFAS No. 106 or Accounting
Principles Board Opinion No. 12, as appropriate. In adopting EITF 06-4, Mid Penn
recorded a cumulative effect adjustment to the balance of retained earnings of
$276,000 as of January 1, 2008.

10.  FAIR VALUE MEASUREMENT OF ASSETS AND LIABILITIES

Effective January 1, 2008, Mid Penn adopted Statement of Financial Accounting
Standards ("SFAS") No. 157, "Fair Value Measurements" for financial assets and
financial liabilities. In accordance with Financial Accounting Standards Board
Staff Position (FSP) No. 157-2, "Effective Date of FASB Statement No. 157," Mid
Penn will delay application of SFAS No. 157 for non-financial assets and
non-financial liabilities, until January 1, 2009. SFAS 157 defines fair value,
establishes a framework for measuring fair value in generally accepted
accounting principles, and expands disclosures about fair value measurements.

                                       9
<PAGE>

Fair value is the price that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market participants at
the measurement date. Inputs to valuation techniques refer to the assumptions
that market participants would use in pricing the asset or liability. Inputs may
be observable, meaning those that reflect the assumptions market participants
would use in pricing the asset or liability developed based on market data
obtained from independent sources, or unobservable, meaning those that reflect
the reporting entity's own belief about the assumptions market participants
would use in pricing the asset or liability based upon the best information
available in the circumstances. SFAS 157 establishes a fair value hierarchy for
valuation inputs that gives the highest priority to quoted prices in active
markets for identical assets or liabilities and the lowest priority to
unobservable inputs. The fair value hierarchy is as follows:

         LEVEL  1 INPUTS - Unadjusted quoted prices in active
                           markets that are accessible at the measurement date
                             for identical, unrestricted assets or liabilities;

         LEVEL  2 INPUTS - Quoted prices in markets that are not
                           active, or inputs that are observable either
                           directly or indirectly, for substantially the full
                           term of the asset or liability;

         LEVEL  3 INPUTS - Prices or valuation techniques that
                           require inputs that are both significant to the
                           fair value measurement and unobservable (i.e.,
                           supported by little or no market activity).

A description of the valuation methodologies used for instruments measured at
fair value, as well as the general classification of such instruments pursuant
to the valuation hierarchy, is set forth below. These valuation methodologies
were applied to all of Mid Penn's financial assets and financial liabilities
carried at fair value effective January 1, 2008.

SECURITIES AVAILABLE FOR SALE

Securities classified as available for sale are generally reported at fair value
utilizing Level 2 inputs. For these securities, we obtain fair value
measurements from an independent pricing service. These valuation services
estimate fair value using pricing models and other accepted valuation
methodologies, such as quotes for similar securities and observable yield curves
and spreads. Level 3 inputs are used for investment security positions that are
not traded in active markets or are subject to transfer restrictions. Such
inputs are generally based on available market evidence. In the absence of such
evidence, management's best estimate is used.

IMPAIRED LOANS

Certain loans are evaluated for impairment using the practical expedients
permitted by SFAS No. 114, "Accounting by Creditors for Impairment of a Loan",
including impaired loans measured at an observable market price (if available),
or at the fair value of the loan's collateral (if the loan is collateral
dependent). The value of the collateral is determined through appraisals
performed by independent licensed appraisers. When the value of the collateral,
less estimated costs to sell, is less than the principal balance of the loan, a
specific reserve is established. Mid Penn considers the appraisals used in its
impairment analysis to be Level 3 inputs. Impaired loans are reviewed and
evaluated as needed for additional impairment, and reserves are adjusted
accordingly.

                                       10
<PAGE>

The following table illustrates the financial instruments measured at fair value
on a recurring basis segregated by hierarchy fair value levels:
<TABLE>
<CAPTION>
                                                                     Fair value measurements at September 30, 2008 using:
                                                           -------------------------------------------------------------------------
(Dollars in thousands)            Total carrying value       Quoted prices in       Significant other     Significant unobservable
                                           at                 active markets        observable inputs              inputs
Assets:                             September 30, 2008           (Level 1)              (Level 2)                 (Level 3)
--------------------------------- ------------------------ -------------------------------------------------------------------------
<S>                                    <C>                      <C>                    <C>                     <C>
Securities available for sale          $ 47,517                                        $ 47,517
</TABLE>

Certain financial assets and financial liabilities are measured at fair value on
a nonrecurring basis; that is, the instruments are not measured at fair value on
an ongoing basis, but are subject to fair value adjustments in certain
circumstances (for example, when there is evidence of impairment). The following
table illustrates the financial instruments measured at fair value on a
nonrecurring basis segregated by hierarchy fair value levels:
<TABLE>
<CAPTION>
                                                                     fair value measurements at september 30, 2008 using:
                                                           -------------------------------------------------------------------------
(Dollars in thousands)            total carrying value at    Quoted prices in       Significant other     Significant unobservable
                                                              active markets        observable inputs              inputs
assets:                             September 30, 2008           (Level 1)              (Level 2)                 (Level 3)
--------------------------------- ------------------------ -------------------------------------------------------------------------
<S>                               <C>                      <C>                       <C>                   <C>
Impaired Loans                            $ 3,978                                                                   $ 3,978
</TABLE>

Effective January 1, 2008, Mid Penn adopted the provisions of SFAS No. 159, "The
Fair Value Option for Financial Assets and Financial Liabilities-Including an
amendment of FASB Statement No. 115" ("SFAS 159"). SFAS 159 expands the use of
fair value accounting but does not affect existing standards, which require
assets and liabilities to be carried at fair value. Under SFAS 159, a company
may elect to use fair value to measure accounts and loans receivable,
available-for-sale and held-to-maturity securities, accounts payable,
guarantees, issued debt and other eligible financial instruments. At September
30, 2008, Mid Penn had made no elections to use fair value as an alternative
measurement for financial assets and liabilities not previously carried at fair
value.

11.  RECENT ACCOUNTING PRONOUNCEMENTS

In December 2007, the FASB issued SFAS No. No. 141 (R) "Business Combinations"
("SFAS 141(R)"). SFAS 141(R) establishes principles and requirements for how the
acquirer of a business recognizes and measures in its financial statements the
identifiable assets acquired, the liabilities assumed, and any noncontrolling
interest in the acquiree. SFAS 141(R) also provides guidance for recognizing and
measuring the goodwill acquired in the business combination and determines what
information to disclose to enable users of the financial statements to evaluate
the nature and financial effects of the business combination. The guidance will
become effective as of the beginning of a company's fiscal year beginning after
December 15, 2008. SFAS 141(R) will impact the Corporation's accounting for
business combinations beginning January 1, 2009.

                                       11
<PAGE>

In December 2007, the FASB issued SFAS No. 160 "Noncontrolling Interests in
Consolidated Financial Statements--an amendment of ARB No. 51" ("SFAS 160").
SFAS 160 establishes accounting and reporting standards for the noncontrolling
interest in a subsidiary and for the deconsolidation of a subsidiary. The
guidance will become effective as of the beginning of a company's fiscal year
beginning after December 15, 2008. Management does not believe that SFAS 160
will have a material impact on its consolidated financial statements.

In February 2008, the FASB issued FASB Staff Position (FSP) FAS 140-3,
"Accounting for Transfers of Financial Assets and Repurchase Financing
Transactions." This FSP addresses the issue of whether or not these transactions
should be viewed as two separate transactions or as one "linked" transaction.
The FSP includes a "rebuttable presumption" that presumes linkage of the two
transactions unless the presumption can be overcome by meeting certain criteria.
The FSP will be effective for fiscal years beginning after November 15, 2008,
and will apply only to original transfers made after that date; early adoption
will not be allowed. Management is currently evaluating the potential impact the
new pronouncement will have on the Corporation's consolidated financial
statements.

In March 2008, the FASB issued Statement No. 161, "Disclosures about Derivative
Instruments and Hedging Activities--an amendment of FASB Statement No. 133"
("Statement 161"). Statement 161 requires entities that utilize derivative
instruments to provide qualitative disclosures about their objectives and
strategies for using such instruments, as well as any details of
credit-risk-related contingent features contained within derivatives. Statement
161 also requires entities to disclose additional information about the amounts
and location of derivatives located within the financial statements, how the
provisions of SFAS 133 have been applied, and the impact that hedges have on an
entity's financial position, financial performance, and cash flows. Statement
161 is effective for fiscal years and interim periods beginning after November
15, 2008, with early application encouraged. Management does not believe that
Statement 161 will have a material impact on its consolidated financial
statements.

12.  SUBSEQUENT EVENT

On October 30, 2008, the Corporation announced the resignation of Alan W. Dakey
as President and Chief Executive Officer of the Corporation. Mr. Dakey also
resigned as a member of the Board of Directors of the Corporation and as
Chairman, President and CEO of Mid Penn Bank, the Corporation's wholly owned
banking subsidiary. Edwin D. Schlegel, the current Chairman of the Board of the
Corporation, has been appointed as interim President and CEO of the Corporation
and as Chairman, President and CEO of Mid Penn Bank. Mr. Schlegel has been a
director of the Corporation since 1991 and served as Lead Director from 2006
until his appointment as Board Chairman in April 2008.

The Executive  Committee of the Board is acting as a search  committee to seek a
permanent  replacement for Mr. Dakey.  The Committee will consider both internal
and external candidates.

The cost of Mr. Dakey's package is anticipated to be approximately $475,000 and
will be accrued during the fourth quarter.

                                       12
<PAGE>

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

The following is Management's Discussion of Consolidated Financial Condition as
of September 30, 2008, compared to year-end 2007 and the Results of Operations
for the third quarter and the first nine months of 2008 compared to the same
periods in 2007.

This discussion should be read in conjunction with the financial tables,
statistics, and the audited financial statements and notes thereto included in
Mid Penn's Annual Report on Form 10-K for the year ended December 31, 2007, and
with Mid Penn's Forms 8-K, that were filed during 2008 with the SEC. The results
of operations for interim periods are not necessarily indicative of operating
results expected for the full year.

Certain of the matters discussed in this document and in documents incorporated
by reference herein, including matters discussed under the caption "Management's
Discussion and Analysis of Financial Condition and Results of Operations," may
constitute forward-looking statements for purposes of the Securities Act of
1933, as amended, and the Securities Exchange Act of 1934, as amended, and as
such may involve known and unknown risks, uncertainties and other factors which
may cause the actual results, performance or achievements of the corporation to
be materially different from future results, performance or achievements
expressed or implied by such forward-looking statements. The words "expect,"
"anticipates," "intend," "plan," "believe," "estimate," and similar expressions
are intended to identify such forward-looking statements.

The Corporation's actual results may differ materially from the results
anticipated in these forward-looking statements due to a variety of factors,
including, without limitation:

o    The effects of future economic conditions on Mid Penn and its customers;
o    The costs and effects of litigation and of unexpected or adverse outcomes
     in such litigation;
o    Governmental monetary and fiscal policies, as well as legislative and
     regulatory changes;
o    The effect of changes in accounting policies and practices, as may be
     adopted by the regulatory agencies, as well as the Financial Accounting
     Standards Board and other accounting standard setters;
o    The risks of changes in interest rates on the level and composition of
     deposits, loan demand, and the values of loan collateral, securities and
     interest rate protection agreements, as well as interest rate risks;
o    The effects of competition from other commercial banks, thrifts, mortgage
     banking firms, consumer finance companies, credit unions, securities
     brokerage firms, insurance companies, money market and other mutual funds
     and other financial institutions operating in Mid Penn's market area and
     elsewhere, including institutions operating locally, regionally, nationally
     and internationally, together with such competitors offering banking
     products and services by mail, telephone, computer and the internet;
o    Technological changes;
o    Acquisitions and integration of acquired businesses;
o    The failure of assumptions underlying the establishment of reserves for
     loan and lease losses and estimations of values of collateral and various
     financial assets and liabilities; and
o    Acts of war or terrorism.

Mid Penn undertakes no obligation to publicly revise or update these
forward-looking statements to reflect events or circumstances that arise after
the date of this report. Readers should carefully review the risk factors
described in the Annual Report and other documents that we periodically file
with the SEC, including Mid Penn's Annual Report on Form 10-K for the year ended
December 31, 2007.

CRITICAL ACCOUNTING POLICIES

Management of the Corporation considers the accounting policy relating to the
allowance for loan and lease losses to be a critical accounting policy given the
uncertainty in evaluating the level of the allowance required to cover credit
losses inherent in the loan and lease portfolio and the material effect that
such judgments can have on the results of operations. While management's current
evaluation of the allowance indicates that the allowance is adequate, under
adversely different conditions or assumptions, the allowance may need to be
increased. For example, if historical loan and lease loss experience
significantly worsened or if current economic conditions significantly
deteriorated, additional provisions for loan and lease losses may be required to
increase the allowance. In addition, the assumptions and estimates used in the

                                       13
<PAGE>

internal reviews of the Corporation's non-performing loans and leases and
potential problem loans and leases have a significant impact on the overall
analysis of the adequacy of the allowance. While management has concluded that
the current evaluation of collateral values is reasonable under the
circumstances, if collateral valuations were significantly lowered, the
Corporation's allowance may also require additional provisions for loan and
lease losses. Throughout the remainder of this presentation, the terms "loan" or
"loans" refers to both loans and leases.

RESULTS OF OPERATIONS

OVERVIEW

Net income was $1,122,000 or $0.32 per share for the quarter ended September 30,
2008, as compared to net income of $1,210,000 or $0.35 per share for the quarter
ended September 30, 2007. Net interest income in the third quarter increased
from $4,058,000 in 2007 to $4,292,000 in 2008.

Higher personnel and professional expenses offset the increases in service
charge income during the quarter as we added additional talent to our staff and
as we continue to update our computer systems with a goal of continuing to
improve our operational support capabilities.

The provision for loan and lease losses in the third quarter of 2008 was
$275,000, as compared to $175,000 in the third quarter of 2007. The increased
provision reflects both strong loan growth during the quarter as well as
weakening economic conditions.

Net income as a percent of average assets, (return on average assets or "ROA"),
and stockholders' equity, (return on average equity or "ROE"), were as follows
on an annualized basis:
<TABLE>
<CAPTION>
                                                Three Months Ended September 30,            Nine Months Ended September 30,
                                                --------------------------------            -------------------------------
                                                    2008                2007                    2008                2007
                                                    ----                ----                    ----                ----

<S>                                                <C>                 <C>                     <C>                 <C>
Return on average assets                           0.82%               0.97%                   0.84%               0.94%
Return on average equity                          11.10%              12.31%                  11.09%              11.94%
Efficiency ratio                                  64.16%              60.63%                  64.55%              62.79%
</TABLE>

Total assets grew to $552,412,000 at September 30, 2008, from $509,757,000 on
December 31, 2007. This asset growth was boosted by strong loan demand with net
loans of $419,383,000 at September 30, 2008 compared to $372,338,000 at
year-end, an increase of approximately $47 million.

Deposit growth was also quite strong during the first nine months of 2008. Total
deposits were $417,897,000 at September 30, 2008, compared to $372,817,000 at
December 31, 2007, an increase of approximately $45 million. This increase in
deposits was boosted by a successful special-rate certificate of deposit
promotion launched early in 2008 as well as an anniversary special, which took
place throughout the third quarter.

NET INTEREST INCOME/FUNDING SOURCES

Net interest income, Mid Penn's primary source of revenue, is the amount by
which interest income on loans and investments exceeds interest incurred on
deposits and borrowings. The amount of net interest income is affected by
changes in interest rates and changes in the volume and mix of
interest-sensitive assets and liabilities. Net interest income and corresponding
yields are presented in the analysis below on a taxable-equivalent basis. Income
from tax-exempt assets, primarily loans to or securities issued by state and
local governments, is adjusted by an amount equivalent to the federal income
taxes which would have been paid if the income received on these assets was
taxable at the statutory rate of 34%.

                                       14
<PAGE>

Average Balances, Effective Interest Differential and Interest Yields Interest
rates and interest differential - taxable equivalent basis
<TABLE>
<CAPTION>
                                                                 for the Nine Months Ended             for the Nine Months Ended
                                                                    September 30, 2008                     September 30, 2007
                                                            ------------------------------------  ----------------------------------
(Dollars in thousands)                                        Average     Interest   Rate (%)        Average     Interest   Rate (%)
                                                              --------    --------   --------        --------    --------   --------
                                                               Balance                               Balance

<S>                                                           <C>           <C>              <C>    <C>        <C>          <C>
ASSETS:
  Interest Earning Balances                                     $ 56,211     $  1,961        4.66% $ 46,956    $  1,894       5.39%
  Investment Securities:
    Taxable                                                       23,490          752        4.28%   24,782         873       4.71%
    Tax-Exempt                                                    27,990        1,454        6.94%   29,726       1,533       6.90%
                                                                --------                           --------
        Total Investment Securities                               51,480                             54,508
                                                                --------                           --------
  Federal Funds Sold                                                --           --          0.00%      624          33       7.07%
  Loans and Leases, Net:
    Taxable                                                      387,194       19,877        6.86%  356,579      19,357       7.26%
    Tax-Exempt                                                     8,487          453        7.13%    9,048         521       7.70%
                                                                --------                           --------
        Total Loans and Leases, Net                              395,681                            365,627
                                                                ---------------------              --------------------
  Total Earning Assets                                           503,372       24,497        6.50%  467,715      24,211       6.92%
                                                                             --------                          --------
  Cash and Due from Banks                                          7,826                              7,559
  Other Assets                                                    21,717                             20,915
                                                                --------                           --------
                                                Total Assets    $532,915                           $496,189
                                                                ========                           ========
LIABILITIES & STOCKHOLDERS' EQUITY:
  Interest Bearing Deposits:
    NOW                                                         $ 36,265           86        0.32% $ 35,048         104       0.40%
    Money Market                                                  67,592        1,063        2.10%   63,927       1,680       3.51%
    Savings                                                       25,749           50        0.26%   26,067          57       0.29%
    Time                                                         227,488        7,424        4.36%  203,117       6,730       4.43%
  Short-term Borrowings                                           30,533          557        2.44%   22,528         649       3.85%
  Long-term Debt                                                  52,038        2,030        5.21%   56,908       2,165       5.09%
                                                                ---------------------              --------------------
  Total Interest Bearing Liabilities                             439,665       11,210        3.41%  407,595      11,385       3.73%
                                                                             --------                          --------
  Demand Deposits                                                 46,571                             44,021
  Other Liabilities                                                6,252                              5,696
  Stockholders' Equity                                            40,427                             38,877
                                                                --------                           --------
                  Total Liabilities and Stockholders' Equity    $532,915                           $496,189
                                                                ========                           ========
Net Interest Income                                                          $ 13,287                          $ 12,826
                                                                             ========                          ========
  Net Yield on Interest Earning Assets:
    Total Yield on Earning Assets                                                            6.50%                            6.92%
    Rate on Supporting Liabilities                                                           3.41%                            3.73%
  Average Interest Spread                                                                    3.09%                            3.19%
  Net Interest Margin                                                                        3.53%                            3.67%

</TABLE>

For the nine months ended September 30, 2008, Mid Penn's taxable-equivalent net
interest margin declined to 3.53% from 3.67% during the nine months ended
September 30, 2007, driven primarily by the recent reduction in interest rates
and the tightening spread between the yield on earning assets and the cost of
supporting liabilities. In spite of this margin compression, net interest
income, on a taxable-equivalent basis, in the first nine months of 2008
increased to $13,287,000 from $12,826,000 in the first nine months of 2007, due
to the strong growth in average earning assets, which increased 7.62% from
September 30, 2007.

                                       15
<PAGE>

Although the effective interest rate impact on earning assets and funding
sources can be reasonably estimated at current interest rate levels, the options
selected by customers, and the future mix of the loan, investment and deposit
products in the Bank's portfolios, may significantly change the estimates used
in the simulation models. In addition, our net interest income may be impacted
by further interest rate actions of the Federal Reserve Bank.

PROVISION FOR LOAN LOSSES

The provision for loan and lease losses is the expense necessary to maintain the
allowance for loan and lease losses at a level adequate to absorb management's
estimate of probable losses in the loan and lease portfolio. Mid Penn's
provision for loan and lease losses is based upon management's quarterly review
of the loan portfolio. The purpose of the review is to assess loan quality,
identify impaired loans and leases, analyze delinquencies, ascertain loan and
lease growth, evaluate potential charge-offs and recoveries, and assess general
economic conditions in the markets we serve.

During the third quarter of 2008, we continued to experience a challenging
operating environment. Given the economic pressures that impact some of our
borrowers, we have increased our allowance for loan and lease losses in
accordance with our assessment process, which took into consideration our
increase in nonperforming loans from September 30, 2007. The provision for loan
and lease losses was $530,000 for the nine months ended September 30, 2008, as
compared to $375,000 for the nine months ended September 30, 2007. For further
discussion of factors affecting the provision for loan and lease losses please
see Credit Quality, Credit Risk, and Allowance for Loan and Lease Losses in the
Financial Condition section of this Management Discussion and Analysis.

NONINTEREST INCOME

Noninterest income increased by $249,000 or 33.2% during the third quarter of
2008 versus the third quarter of 2007. During the first nine months of 2008,
noninterest income increased $347,000 or 14.1% over the same period in 2007. The
net increases were a result of increases in the following components of
noninterest income:
<TABLE>
<CAPTION>

(Dollars in thousands)                                  Three Months Ended September 30,
                                                        --------------------------------
                                                2008       2007      $ Variance      % Variance
                                                ----       ----      ----------      ----------

<S>                                            <C>        <C>             <C>             <C>
Service charges on deposits                    $ 455      $ 386           $ 69            17.9%
Miscellaneous income                             132          -            132           100.0%
</TABLE>

<TABLE>
<CAPTION>

(Dollars in thousands)                                  Nine Months Ended September 30,
                                                        -------------------------------
                                                2008       2007      $ Variance      % Variance
                                                ----       ----      ----------      ----------

<S>                                          <C>        <C>              <C>              <C>
Service charges on deposits                  $ 1,303    $ 1,115          $ 188            16.9%
Retail investment sales commissions              151        121             30            24.8%
ATM and debit card income                        358        320             38            11.9%
Miscellaneous income                             167         48            119           247.9%
</TABLE>

The increases in service charges on deposits in both the three-month and
nine-month periods reflect an increase in Mid Penn's overdraft fee during the
first quarter of 2008. The jump in miscellaneous income is the result of the
loan discount on the purchased loans from the Omega branch acquisition being
incorrectly treated as a premium. This income represents the aggregate entry
necessary to correct the cumulative accounting for these loan pools. Both
increases in retail investment sales commissions and ATM and debit card income
reflect the successful expansion of services in these areas. The costs
associated with the expanding ATM and debit card programs are reflected below.

                                       16
<PAGE>

NONINTEREST EXPENSES

Noninterest expenses increased by $475,000 or 15.6% during the third quarter of
2008, versus the same period in 2007. During the first nine months of 2008,
noninterest expenses increased $908,000 or 9.5% over the same period in 2007.
The net increases were a result of (increases) decreases in the following
components of noninterest expense:
<TABLE>
<CAPTION>

(Dollars in thousands)                                  Three Months Ended September 30,
                                                        --------------------------------
                                                2008       2007      $ Variance      % Variance
                                                ----       ----      ----------      ----------
<S>                                          <C>        <C>          <C>             <C>

Salaries and employee benefits               $ 1,832    $ 1,670        $ (162)            -9.7%
Occupancy expense                                227        202           (25)           -12.4%
Professional fees                                220        105          (115)          -109.5%
Advertising expense                              155         86           (69)           -80.2%
Check fraud                                       43         12           (31)          -258.3%
</TABLE>

<TABLE>
<CAPTION>
(Dollars in thousands)                                  Nine Months Ended September 30,
                                                        -------------------------------
                                                2008       2007      $ Variance      % Variance
                                                ----       ----      ----------      ----------
<S>                                           <C>       <C>          <C>             <C>

Salaries and employee benefits               $ 5,428    $ 4,982        $ (446)            -9.0%
Occupancy expense                                754        640          (114)           -17.8%
Pennsylvania Bank Shares tax expense             277        246           (31)           -12.6%
ATM and debit card processing expense            142        112           (30)           -26.8%
Professional fees                                516        425           (91)           -21.4%
Advertising expense                              337        311           (26)            -8.4%
Check and debit card fraud                       110         30           (80)          -266.7%
</TABLE>

The increases in salaries and employee benefits reflect the impact of the
current initiative to add talented team members throughout the organization to
position Mid Penn for handling current needs and future growth. Increased
occupancy expenses reflect the first full year of operation of our Camp Hill
office, opened in September of 2007. Advertising expenses are higher in 2008 as
we promote our 140th anniversary. During the third quarter of 2008, Mid Penn
experienced increasing incidents of substantially overdrawn deposit accounts and
check fraud resulting in increased write-offs when compared to the same period
in 2007. Professional Fees have increased in 2008 due to increased legal
expenses surrounding loan workout activities.

FINANCIAL CONDITION

INVESTMENT SECURITIES

Securities to be held for indefinite periods of time, but not intended to be
held to maturity, are classified as available for sale and carried at fair
value. Securities held for indefinite periods of time include securities that
management intends to use as part of its asset and liability management strategy
and that may be sold in response to changes in interest rates, resultant
prepayment risk, and other factors related to interest rate and resultant
prepayment risk changes.

Realized gains and losses on dispositions are based on the net proceeds and the
adjusted book value of the securities sold, using the specific identification
method. Unrealized gains and losses on investment securities available for sale
are based on the difference between book value and fair value of each security.
These gains and losses are credited or charged to other comprehensive income,
whereas realized gains and losses flow through the Corporation's results of
operations.

Interest-bearing balances with other financial institutions is comprised mainly
of certificates of deposit in other financial institutions. All of these
investments are fully covered by FDIC Insurance.

                                       17

<PAGE>

As of September 30, 2008 and December 31, 2007, all of Mid Penn's investment
securities are classified as available-for-sale, with the stratification noted
in the table below:
<TABLE>
<CAPTION>

(Dollars in thousands)                                         September 30, 2008                     December 31,2007
                                                       -----------------------------------   -----------------------------------
                                                              Amortized Cost     Fair Value       Amortized Cost     Fair Value
                                                       -----------------------------------   -----------------------------------
<S>                                                             <C>              <C>                  <C>              <C>
Available-for-sale:
     U.S. Government agencies                                   $ 13,365         $ 13,155             $ 12,044         $ 12,063
     Mortgage-backed U.S. government agencies                      4,614            4,668                6,862            6,858
     State and political subdivision obligations                  25,301           25,395               30,437           31,088
     Restricted equity securities                                  4,313            4,299                4,072            4,063
                                                       -----------------------------------   -----------------------------------
                            Total investment securities         $ 47,593         $ 47,517             $ 53,415         $ 54,072
                                                       ===================================   ===================================
</TABLE>

At December 31, 2007, fair value exceeded amortized cost by $657,000 and at
September 30, 2008, amortized cost exceeded fair value by $76,000. In
shareholders' equity, the balance of accumulated other comprehensive income
decreased to $(200,000) at September 30, 2008 from $284,000 at December 31,
2007.

CREDIT QUALITY, CREDIT RISK AND ALLOWANCE FOR LOAN AND LEASE LOSSES

During the first nine months of 2008, Mid Penn had net charge-offs of $253,000
as compared to net charge-offs of $121,000 during the same period of 2007. We
may need to make future adjustments to the allowance, and the provision for loan
and lease losses, if economic conditions or loan credit quality differs
substantially from the assumptions used in making our evaluation of the level of
the allowance for loan losses as compared to the balance of outstanding loans.

ANALYSIS OF THE ALLOWANCE FOR LOAN AND LEASE LOSSES:
<TABLE>
<CAPTION>

(Dollars in thousands)                                                           Nine Months Ended         Nine Months Ended
                                                                                 -----------------         -----------------
                                                                                September 30, 2008        September 30, 2007
                                                                                ------------------        ------------------
<S>                                                                             <C>                       <C>
Average total loans outstanding (net of unearned income)                           $  395,681                $  365,627
Period ending total loans outstanding (net of unearned income)                     $  424,450                $  372,355

Balance, beginning of period                                                       $    4,790                $    4,187

     Loans charged off during period                                                     (352)                     (251)
     Recoveries of loans previously charged off                                            99                       130
                                                                                   ----------                ----------
Net chargeoffs                                                                           (253)                     (121)
                                                                                   ----------                ----------
Provision for loan and lease losses                                                       530                       375
                                                                                   ----------                ----------
Balance, end of period                                                             $    5,067                $    4,441
                                                                                   ==========                ==========

Ratio of net loans charged off to average loans outstanding (annualized)                 0.09%                    0.04%
Ratio of allowance for loan losses to net loans at end of period                         1.19%                    1.19%
</TABLE>

Other than as described herein, we do not believe there are any trends, events
or uncertainties that are reasonably expected to have a material impact on
future results of operations, liquidity or capital resources. Further, based on
known information, we believe that the effects of current and past economic
conditions and other unfavorable business conditions may impact certain
borrowers' abilities to comply with their repayment terms. We continue to
closely monitor these borrowers' financial strength.

                                       18
<PAGE>

At September 30, 2008, total nonperforming loans amounted to $4,029,000, or .95%
of loans and leases net of unearned income, as compared to levels of $4,317,000,
or 1.14%, at December 31, 2007 and $2,350,000, or .63%, at September 30, 2007.

SCHEDULE OF NONPERFORMING ASSETS:
<TABLE>
<CAPTION>

(Dollars in thousands)
                                                       September 30, 2008        December 31, 2007         September 30, 2007
                                                       ------------------        -----------------         ------------------
<S>                                                    <C>                       <C>                       <C>
Nonperforming Assets:
    Nonaccrual loans                                              $ 3,978                  $ 4,317                    $ 2,350
    Loans renegotiated with borrowers                                  51                       --                         --
                                                       ------------------        -----------------         ------------------
        Total nonperforming loans                                   4,029                    4,317                      2,350

    Foreclosed real estate                                          1,374                      529                        445
    Other repossessed property                                         --                       58                         --
                                                       ------------------        -----------------         ------------------
        Total non-performing assets                                 5,403                    4,904                      2,795

    Accruing loans 90 days or more past due                         3,971                    2,439                        982
                                                       ------------------        -----------------         ------------------
        Total risk elements                                       $ 9,374                  $ 7,343                    $ 3,777
                                                       ==================        =================         ==================
Nonperforming loans as a % of total
     loans outstanding                                              0.95%                     1.14%                      0.63%
Nonperforming assets as a % of total
     loans outstanding + other real estate                          1.27%                     1.30%                      0.75%
Ratio of allowance for loan losses
     to nonperforming loans                                       125.76%                   110.96%                    188.98%
</TABLE>

Mid Penn considers a loan or lease to be impaired when, based upon current
information and events, it is probable that all interest and principal payments
due according to the contractual terms of the loan or lease agreement will not
be collected. An insignificant delay or shortfall in the amounts of payments
would not cause a loan or lease to be considered impaired. Management determines
the significance of payment delays and payment shortfalls on a case-by-case
basis, taking into consideration all of the circumstances surrounding the loan
or lease and the borrower, including the length of the delay, the reasons for
the delay, the borrower's prior payment record and the amount of the shortfall
in relation to the principal and interest owed. Larger groups of small-balance
loans, such as residential mortgages and consumer installment loans, are
collectively evaluated for impairment. Accordingly, individual consumer and
residential loans are not separately identified for impairment disclosures
unless such loans are the subject of a restructuring agreement. As previously
discussed in Note 10 to the consolidated financial statements, Mid Penn
determines the fair value of impaired loans on a case-by-case basis based
primarily upon the fair value of the underlying collateral using Level 3 inputs
comprised of customized collateral value discounting analyses. As of September
30, 2008, only the loans that were not accruing interest were considered to be
impaired.

Mid Penn maintains the allowance for loan losses at a level believed adequate to
absorb estimated probable loan losses. We are responsible for the adequacy of
the allowance for loan losses, which is formally reviewed on a quarterly basis.
The allowance is increased by a provision for loan and lease losses, which is
charged to expense, and reduced by charge-offs, net recoveries. The evaluation
of the adequacy of the allowance is based on our past loan loss experience,
known and inherent risks in the portfolio, adverse situations that may affect
the borrower's ability to repay (including the timing of future payments), the
estimated value of any underlying collateral, composition of the loan portfolio,
current economic conditions and other relevant factors. While we use available
information to make such evaluations, future adjustments to the allowance may be
necessary if economic conditions differ substantially from the assumptions used
in making the evaluation.

                                       19
<PAGE>

Various regulatory agencies, as an integral part of their examination process,
review the Bank's allowance for loan losses. Such agencies may require us to
recognize additions to the allowance based on their judgment of information
available to them at the time of their examination. No adjustment to the
allowance for loan losses was necessary as a result of our most recent
regulatory examination.

Management believes, based on information currently available, that the current
allowance for loan and lease losses of $5,067,000 is adequate to meet potential
loan and lease losses.

INCOME TAXES

The provision for income taxes was $368,000 for the three months ended September
30, 2008, as compared to $372,000 the same period of last year. The effective
tax rate as of September 30, 2008 was 24.8%. Generally, our effective tax rate
is below the statutory rate due to earnings on tax-exempt loans, investments,
and bank-owned life insurance, and the impact of tax credits. The realization of
deferred tax assets is dependent on future earnings. As a result of Mid Penn's
adoption of FIN 48 and FIN 48-1 effective January 1, 2007, no significant income
tax uncertainties were identified, therefore, Mid Penn recognized no adjustment
for unrealized income tax benefits for the periods ended September 30, 2008 and
December 31, 2007. We currently anticipate that future earnings will be adequate
to fully utilize deferred tax assets.

LIQUIDITY

Mid Penn Bank's objective is to maintain adequate liquidity to meet funding
needs at a reasonable cost and to provide contingency plans to meet
unanticipated funding needs or a loss of funding sources, while minimizing
interest rate risk. Adequate liquidity provides resources for credit needs of
borrowers, for depositor withdrawals and for funding corporate operations.
Sources of liquidity are as follows:

o    Agrowing core deposit base;
o    Proceeds from the sale or maturity of investment securities;
o    Proceeds from certificates of deposit in other financial institutions;
o    Payments received on loans and mortgage-backed securities; and,
o    Overnight  correspondent  bank  borrowings  on various  credit  lines,  and
     borrowing capacity available from the FHLB.

We believe that our core deposits are fairly stable even in periods of changing
interest rates like we are currently experiencing. Liquidity and funds
management are governed by policies and are measured on a monthly basis. These
measurements indicate that liquidity generally remains stable and exceeds our
minimum defined levels of adequacy. Other than the trends of continued
competitive pressures and volatile interest rates, there are no known demands,
commitments, events or uncertainties that will result in, or that are reasonably
likely to result in, liquidity increasing or decreasing in any material way.

                                       20
<PAGE>

CAPITAL

Mid Penn Bancorp, Inc. is a financial holding company and, as such, chooses to
maintain a well-capitalized status in its bank subsidiary. Quantitative measures
established by regulation to ensure capital adequacy require Mid Penn to
maintain minimum amounts and ratios (set forth below) of Tier 1 capital to
average assets and of total capital (as defined in the regulations) to
risk-weighted assets. As of September 30, 2008 and December 31, 2007, Mid Penn
met all capital adequacy requirements to which the Bank is subject, and the Bank
is considered "well-capitalized". Management is not aware of any current
recommendations by regulatory authorities, which, if implemented, would have a
material effect on Mid Penn's liquidity, capital resources or operations.

Mid Penn maintained the following regulatory capital levels and leverage and
risk-based capital ratios in its bank subsidiary as of September 30, 2008, and
December 31, 2007, as follows:
<TABLE>
<CAPTION>
(Dollars in thousands)                                        September 30, 2008              December 31, 2007
                                                             --------------------            ------------------
                                                             Amount           %              Amount         %
                                                             ------         -----            ------       -----
<S>                                                         <C>            <C>              <C>           <C>
Leverage Ratio:
     Tier I capital to average total assets                 $ 39,416        7.30%           $ 38,591       7.67%
     Minimum required for capital adequacy
          purposes                                            21,588        4.00%             20,115       4.00%
     To be well-capitalized under prompt
          corrective action provisions                        26,985        5.00%             25,144       5.00%

Risk-based Capital Ratios:
     Tier I capital ratio - actual                            39,416        9.15%             38,591       9.46%
     Minimum required for capital adequacy
          purposes                                            17,222        4.00%             16,326       4.00%
     To be well-capitalized under prompt
          corrective action provisions                        25,834        6.00%             24,489       6.00%
    Total capital ratio - actual                              44,483       10.33%             43,381      10.63%
     Minimum required for capital adequacy
          purposes                                            34,445        8.00%             32,652       8.00%
     To be well-capitalized under prompt
          corrective action provisions                        43,056       10.00%             40,815      10.00%
</TABLE>

RECENT DEVELOPMENTS

The global and U.S. economies are experiencing significantly reduced business
activity as a result of, among other factors, disruptions in the financial
system during the past year. Dramatic declines in the housing market during the
past year, with falling home prices and increasing foreclosures and
unemployment, have resulted in significant write-downs of asset values by
financial institutions, including government-sponsored entities and major
commercial and investment banks. These write-downs, initially of mortgage-backed
securities but spreading to credit default swaps and other derivative securities
have caused many financial institutions to seek additional capital, to merge
with larger and stronger institutions and, in some cases, to fail.

Reflecting concern about the stability of the financial markets generally and
the strength of counterparties, many lenders and institutional investors have
reduced, and in some cases, ceased to provide funding to borrowers, including
other financial institutions. The availability of credit, confidence in the
financial sector, and level of volatility in the financial markets have been
significantly adversely affected as a result. In recent weeks, volatility and
disruption in the capital and credit markets has reached unprecedented levels.
In some cases, the markets have produced downward pressure on stock prices and
credit capacity for certain issuers without regard to those issuers' underlying
financial strength.

                                       21
<PAGE>

In response to the financial crises affecting the banking system and financial
markets and going concern threats to investment banks and other financial
institutions, on October 3, 2008, the Emergency Economic Stabilization Act of
2008 (the "EESA") was signed into law. Pursuant to the EESA, the U.S. Treasury
will have the authority to, among other things, purchase up to $700 billion of
mortgages, mortgage-backed securities and certain other financial instruments
from financial institutions for the purpose of stabilizing and providing
liquidity to the U.S. financial markets. The EESA included a provision for a
temporary increase in FDIC insurance from $100,000 to $250,000 per depositor
through December 31, 2009.

On October 14, 2008, Secretary Paulson, after consulting with the Federal
Reserve and the FDIC, announced that the Department of the Treasury will
purchase equity stakes in a wide variety of banks and thrifts. Under this
program, known as the Troubled Asset Relief Program ("TARP") Capital Purchase
Program, from the $700 billion authorized by the EESA, the Treasury will make
$250 billion of capital available to U.S. financial institutions in the form of
preferred stock. In conjunction with the purchase of preferred stock, the
Treasury will receive warrants to purchase common stock with an aggregate market
price equal to 15% of the preferred investment. Participating financial
institutions will be required to adopt the Treasury's standards for executive
compensation and corporate governance for the period during which the Treasury
holds equity issued under TARP Capital Purchase Program.

Also on October 14, 2008, after receiving a recommendation from the boards of
the FDIC and the Federal Reserve, and consulting with the President, Secretary
Paulson signed the systemic risk exception to the FDIC Act, enabling the FDIC to
temporarily provide a 100% guarantee of the senior debt of all FDIC-insured
institutions and their holding companies, as well as deposits in non-interest
bearing transaction deposit accounts under a Temporary Liquidity Guarantee
Program. Coverage under the Temporary Liquidity Guarantee Program is available
until November 12, 2008 without charge and thereafter at a cost of 75 basis
points per annum for senior unsecured debt and 10 basis points per annum for
non-interest bearing transaction deposits. [The Corporation is assessing its
participation in both TARP Capital Purchase Program and the Temporary Liquidity
Guarantee Program but has not yet made a definitive decision as to whether it
will participate.]

It is not clear at this time what impact the EESA, TARP Capital Purchase
Program, the Temporary Liquidity Guarantee Program, other liquidity and funding
initiatives of the Federal Reserve and other agencies that have been previously
announced, and any additional programs that may be initiated in the future will
have on the financial markets and the other difficulties described above,
including the extreme levels of volatility and limited credit availability
currently being experienced, or on the U.S. banking and financial industries and
the broader U.S. and global economies. Further adverse effects could have an
adverse effect on the Corporation and its business.

ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk is defined as the exposure to interest rate risk, foreign currency
exchange rate risk, commodity price risk, and other relevant market rate or
price risks. For domestic banks, the majority of market risk is related to
interest rate risk.

Interest rate sensitivity management requires the maintenance of an appropriate
balance between interest sensitive assets and liabilities. Interest bearing
assets and liabilities that are maturing or repricing should be adequately
balanced to avoid fluctuating net interest margins and to enhance consistent
growth of net interest income through periods of changing interest rates. Mid
Penn has consistently followed a strategy of pricing assets and liabilities
according to prevailing market rates while largely matching maturities, within
the guidelines of sound marketing and competitive practices. Rate sensitivity is
measured by monthly gap analysis, quarterly rate shocks, and periodic
simulation.

No material changes in the market risk strategy occurred during the current
period and no material changes have been noted in the Corporation's equity value
at risk. A detailed discussion of market risk is provided in the Form 10-K for
the year ended December 31, 2007. Mid Penn enjoys a closely balanced position
that does not place it at undue risk under any interest rate scenario. Deposit
dollars in transaction accounts are discretionarily priced so management
maintains significant pricing flexibility.

                                       22
<PAGE>

ITEM 4 - CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Mid Penn maintains controls and procedures designed to ensure that information
required to be disclosed in the reports that the Corporation files or submits
under the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported within the time periods specified in the rules and forms of the
Securities and Exchange Commission. Based upon their evaluation of those
controls and procedures as of September 30, 2008, the Corporation's Chief
Executive Officer and Chief Financial Officer concluded that the disclosure
controls and procedures were adequate.

CHANGES IN INTERNAL CONTROLS

During the three months ended September 30, 2008, there were no changes in Mid
Penn's internal controls over financial reporting that have materially affected,
or are reasonable likely to materially affect, these controls.










                                       23

<PAGE>

PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

Management is not aware of any litigation that would have a material adverse
effect on the consolidated financial position of Mid Penn. There are no
proceedings pending other than the ordinary routine litigation incident to the
business of Mid Penn. In addition, management does not know of any material
proceedings contemplated by governmental authorities against the Corporation or
any of its properties.

ITEM 1A - RISK FACTORS

There have been no material changes to the risk factors described in our Annual
Report on Form 10-K for the year ended December 31, 2007.

THE SOUNDNESS OF OTHER FINANCIAL INSTITUTIONS MAY ADVERSELY AFFECT US.

Financial services institutions are interrelated as a result of trading,
clearing, counterparty, or other relationships. The Corporation has exposure to
many different industries and counterparties, and routinely executes
transactions with counterparties in the financial services industry, including
commercial banks, brokers and dealers, investment banks, and other institutional
clients. Many of these transactions expose the Corporation to credit risk in the
event of a default by a counterparty or client. In addition, the Corporation's
credit risk may be exacerbated when the collateral held by the Corporation
cannot be realized upon or is liquidated at prices not sufficient to recover the
full amount of the credit or derivative exposure due to the Corporation. Any
such losses could have a material adverse affect on the Corporation's financial
condition and results of operations.

CURRENT LEVELS OF MARKET VOLATILITY ARE UNPRECEDENTED AND MAY HAVE MATERIALLY
ADVERSE EFFECTS ON OUR LIQUIDITY AND FINANCIAL CONDITION.

The capital and credit markets have been experiencing extreme volatility and
disruption for more than 12 months. In recent weeks, the volatility and
disruption have reached unprecedented levels. In some cases, the markets have
exerted downward pressure on stock prices, security prices and credit capacity
for certain issuers without regard to those issuers' underlying financial
strength. If the current levels of market disruption and volatility continue or
worsen, there can be no assurance that we will not experience adverse effects,
which may be material, on our liquidity, financial condition and profitability.

ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

In September of 2005, Mid Penn Bancorp's Board of Directors approved a Stock
Repurchase Program under which the Corporation could buy back up to 250,000
shares of Mid Penn Bancorp, Inc. common stock. The Board of Directors, at their
June 25, 2008 meeting, voted to end the Stock Repurchase Program effective June
30, 2008. During the Stock Repurchase Program, 34,504 shares had been
repurchased at an average price of $24.75 per share.

On October 10, 2008, Mid Penn Bancorp's Board of Directors approved a Stock
Repurchase Program under which the Corporation could buy back, in open market
and privately negotiated transactions, up to 50,000 shares of Mid Penn Bancorp,
Inc. common stock.

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

         None



                                       24
<PAGE>

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None

ITEM 5 - OTHER INFORMATION

         None

ITEM 6 - EXHIBITS

o    Exhibit  No.   3(i)  -  The   Registrant's   Articles   of   Incorporation.
     (Incorporated by reference to Registrant's Annual Report on form 10-K filed
     with the Securities and Exchange Commission on March 10, 2008.)

o    Exhibit 3(ii) - The  Registrant's  By-laws.  (Incorporated  by reference to
     Registrant's  Annual  Report on form 10-K  filed  with the  Securities  and
     Exchange Commission on March 10, 2008.)

o    Exhibit  10.1  -  Mid  Penn  Bank's   Profit   Sharing   Retirement   Plan.
     (Incorporated by reference to Registrant's Annual Report on form 10-K filed
     with the Securities and Exchange Commission on March 10, 2008.)

o    Exhibit 10.2 - Mid Penn Bank's Employee Stock Ownership Plan. (Incorporated
     by  reference  to  Registrant's  Annual  Report on form 10-K filed with the
     Securities and Exchange Commission on March 10, 2008.)

o    Exhibit 10.3 - The Registrant's  Dividend Reinvestment Plan, as amended and
     restated. (Incorporated by reference to Registrant's Registration Statement
     on Form S-3, filed with the  Securities and Exchange  Commission on October
     12, 2005.)

o    Exhibit 10.4 - Salary Continuation Agreement between Mid Penn Bank and Alan
     W. Dakey.  (Incorporated by reference to Registrant's Annual Report on form
     10-K filed with the Securities and Exchange Commission on March 28, 2003.)

o    Exhibit 10.5 - Split Dollar  Agreement  between Mid Penn Bank and Eugene F.
     Shaffer.  (Incorporated by reference to Registrant's  Annual Report on Form
     10-K filed with the Securities and Exchange Commission on March 14, 2005.)

o    Exhibit 10.6 - Death Benefit Plan and  Agreement  between Mid Penn Bank and
     the Trustee of the Eugene F. Shaffer  Irrevocable  Trust.  (Incorporated by
     reference  to  Registrant's  Annual  Report  on Form  10-K  filed  with the
     Securities and Exchange Commission on March 14, 2005.)

o    Exhibit  10.7 - Executive  Employment  Agreement  between Mid Penn Bank and
     Alan W. Dakey dated as of August 31,  2007.  Incorporated  by  reference to
     Registrant's  Current  Report on Form 8-K  filed  with the  Securities  and
     Exchange Commission on August 6, 2007.)

o    Exhibit 10.8 - Key Executive  Management Change of Control between Mid Penn
     Bancorp,  Inc.  and  Kevin W.  Laudenslager  dated  as of  April  1,  2008.
     (Incorporated by reference to Registrant's Current Report on form 8-K filed
     with the Securities and Exchange Commission on April 4, 2008.)

o    Exhibit  10.9  -  Revised  Directors'   Retirement  Plan  (Incorporated  by
     reference  to  Registrant's  Quarterly  Report on Form 10-Q  filed with the
     Securities and Exchange Commission on May 8, 2008.)

o    Exhibit 10.10 - Executive  Deferred  Compensation  Agreement by and between
     Mid Pen Bank and Alan W. Dakey dated as of July 24, 2002.

o    Exhibit  10.11 - Split Dollar  Agreement  between Mid Penn Bank and Alan W.
     Dakey effective January 1, 1999.

o    Exhibit 10.12 - Executive  Deferred Bonus  Agreement  between Mid Penn Bank
     and Alan W. Dakey dated as of January 15, 1999.

                                       25
<PAGE>

o    Exhibit  10.13 - Amended  and  Restated  Director  Deferred  Fee  Agreement
     effective January 1, 2005 between Mid Penn Bank and Alan W. Dakey.

o    Exhibit 11.1 - Statement  regarding the  computation of Per Share Earnings.
     (Included in body of 10-Q.)

o    Exhibit No. 31.1 - Certification of Principal Executive Officer Pursuant to
     Exchange  Act  Rules  13a-14(a)/15d-14(a)  as added by  Section  302 of the
     Sarbanes-Oxley Act of 2002

o    Exhibit No. 31.2 - Certification of Principal Financial Officer Pursuant to
     Exchange  Act  Rules  13a-14(a)/15d-14(a)  as added by  Section  302 of the
     Sarbanes-Oxley Act of 2002

o    Exhibit No. 32 - Certification of Principal Executive Officer and Principal
     Financial  Officer  Pursuant to 18 U.S.C.  Section 1350 as added by Section
     906 of the Sarbanes-Oxley Act of 2002











                                       26
<PAGE>

                                   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 thereunto duly authorized.

                                             Mid Penn Bancorp, Inc.
                                                (Registrant)



                                             By /s/ Edwin D. Schlegel
                                                --------------------------------
                                                Edwin D. Schlegel
                                                Interim President and CEO
                                                (Principal Executive Officer)

                                             Date: November 5, 2008


                                             By /s/ Kevin W. Laudenslager
                                                --------------------------------
                                                Kevin W. Laudenslager
                                                Treasurer
                                                (Principal Financial and
                                                Accounting Officer)

                                             Date: November 5, 2008




                                       27
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.10
<SEQUENCE>2
<FILENAME>exhibit_10-10.txt
<TEXT>

                                 MID PENN BANK
                    EXECUTIVE DEFERRED COMPENSATION AGREEMENT

      THIS AGREEMENT is made this 24th day of July, 2002, by and between Mid
Penn Bank, a state commercial bank located in Millersburg, Pennsylvania (the
"Company"), and ALAN DAKEY (the "Executive").

                                  INTRODUCTION

      To encourage the Executive to remain an employee of the Company, the
Company is willing to provide to the Executive a deferred compensation
opportunity. The Company will pay the Executive's benefits from the Company's
general assets.

                                    AGREEMENT

      The Executive and the Company agree as follows:

                                    ARTICLE 1
                                   DEFINITIONS

      1.1 DEFINITIONS. Whenever used in this Agreement, the following words and
phrases shall have the meanings specified:

            1.1.1 "CHANGE OF CONTROL" shall mean any of the following:

                  (A) any person (as such term is used in Sections 13(d) and
      14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange
      Act"), other than the Corporation, a subsidiary of the Corporation, an
      employee benefit plan (or related trust) of the Corporation or a direct or
      indirect subsidiary of the Corporation, or affiliates of the Corporation
      (as defined in Rule 12b-2 under the Exchange Act), becomes the beneficial
      owner (as determined pursuant to Rule 13d-3 under the Exchange Act),
      directly or indirectly, of securities of the Corporation representing more
      than 20% of the

                                        2

<PAGE>

      combined voting power of the Corporation's then outstanding securities or
      announces a tender offer or exchange offer for securities of the
      Corporation representing more than 20% of the combined voting power of the
      Corporation's then outstanding securities; or

                  (B) the liquidation or dissolution of the Corporation or the
      Company or the occurrence of, or execution of an agreement providing for,
      a sale of all or substantially all of the assets of the Corporation or the
      Company to an entity which is not a direct or indirect subsidiary of the
      Corporation; or

                  (C) the occurrence of, or execution of an agreement providing
      for, a reorganization, merger, consolidation or other similar transaction
      or connected series of transactions of the Corporation as a result of
      which either (a) the Corporation does not survive or (b) pursuant to which
      shares of the Corporation common stock ("Common Stock") would be converted
      into cash, securities or other property, UNLESS, in case of either (a) or
      (b), the holders of Corporation Common Stock immediately prior to such
      transaction will, following the consummation of the transaction,
      beneficially own, directly or indirectly, more than 50% of the combined
      voting power of the then outstanding voting securities entitled to vote
      generally in the election of directors of the corporation surviving,
      continuing or resulting from such transaction; or

                  (D) the occurrence of, or execution of an agreement providing
      for, a reorganization, merger, consolidation, or similar transaction of
      the Corporation, or before any connected series of such transactions, if,
      upon consummation of such transaction or transactions, the persons who are
      members of the Board of Directors of the Corporation immediately before
      such transaction or transactions cease or, in the case of the execution of
      an agreement for such transaction or transactions, it is contemplated in
      such agreement that upon consummation such persons would cease, to
      constitute a majority of the Board of Directors of the Corporation or, in
      a case where the Corporation

                                        3

<PAGE>

      does not survive in such transaction, of the corporation surviving,
      continuing or resulting from such transaction or transactions; or

                  (E) any other event which is at any time designated as a
        "Change of Control" for purposes of this Agreement by a resolution
        adopted by the Board of Directors of the Corporation with the
        affirmative vote of a majority of the non-employee directors in office
        at the time the resolution is adopted; in the event any such resolution
        is adopted, the Change of Control event specified thereby shall be
        deemed incorporated herein by reference and thereafter may not be
        amended, modified or revoked without the written agreement of Executive.

            Notwithstanding anything else to the contrary set forth in this
      Agreement, if (i) an agreement is executed by the Corporation or the
      Company providing for any of the transactions or events constituting a
      Change of Control as defined herein, and the agreement subsequently
      expires or is terminated without the transaction or event being
      consummated, and (ii) Director's membership on the Company's Board did not
      terminate during the period after the agreement and prior to such
      expiration or termination, for purposes of this Agreement it shall be as
      though such agreement was never executed and no Change of Control event
      shall be deemed to have occurred as a result of the execution of such
      agreement.

            1.1.2 "CODE" means the Internal Revenue Code of 1986, as amended.

            1.1.3 "COMPENSATION" means the total salary and bonus paid to the
      Executive during a Plan Year.

            1.1.4 "CORPORATION" means Mid Penn Bancorp, Inc.

            1.1.5 "DISABILITY" means the Executive's suffering a sickness,
      accident or injury which has been determined by the carrier of any
      individual or group disability insurance

                                        4

<PAGE>

      policy covering the Executive, or by the Social Security Administration,
      to be a disability rendering the Executive totally and permanently
      disabled. The Executive must submit proof to the Company of the carrier's
      or Social Security Administration's determination upon the request of the
      Company.

            1.1.6 "ELECTION FORM" means the Form attached as Exhibit A.

            1.1.7 "DEFERRALS" means the amount of the Executive's Compensation,
      which the Executive elects to defer according to this Agreement.

            1.1.8 "NORMAL BENEFIT AGE" means the Executive's 62nd birthday.

            1.1.9 "NORMAL BENEFIT DATE" means the later of the Normal Benefit
      Age or the Executive's Termination of Employment.

            1.1.10 "TERMINATION OF EMPLOYMENT" means that the Executive ceases
      to be employed by the Company for any reason, voluntary or involuntary,
      other than by reason of a leave of absence approved by the Company.

                                    ARTICLE 2
                                DEFERRAL ELECTION

      2.1 INITIAL ELECTION. The Executive shall make an initial deferral
election under this Agreement by filing with the Company a signed Election Form
within 30 days after the Effective Date of this Agreement. The Election Form
shall set forth the amount of Compensation to be deferred and shall be effective
to defer only Compensation earned after the date the Election Form is received
by the Company.

      2.2 ELECTION CHANGES

                                        5

<PAGE>

            2.2.1 GENERALLY. UPON THE COMPANY'S APPROVAL, the Executive may
      modify the amount of Compensation to be deferred annually by filing a new
      Election Form with the Company prior to the beginning of the Plan Year in
      which the Compensation is to be deferred. The modified deferral election
      shall not be effective until the calendar year following the year in which
      the subsequent Election Form is received and approved by the Company.

            2.2.2 HARDSHIP. If an unforeseeable financial emergency arising from
      the death of a family member, divorce, sickness, injury, catastrophe or
      similar event outside the control of the Executive occurs, the Executive,
      by written instructions to the Company, may reduce future deferrals under
      this Agreement.

                                    ARTICLE 3
                                DEFERRAL ACCOUNT

      3.1 ESTABLISHING AND CREDITING. The Company shall establish a Deferral
Account on its books for the Executive, and shall credit to the Deferral Account
the following amounts:

            3.1.1 DEFERRALS. The Compensation deferred by the Executive as of
      the time the Compensation would have otherwise been paid to the Executive.

            3.1.2 INTEREST. Interest is to be compounded semi-annually on the
      account balance using an annual rate equal to 8%.

      3.2 STATEMENT OF ACCOUNTS. The Company shall provide to the Executive,
within one hundred twenty (120) days after each anniversary of this Agreement, a
statement setting forth the Deferral Account balance.

      3.3 ACCOUNTING DEVICE ONLY. The Deferral Account is solely a device for
measuring amounts to be paid under this Agreement. The Deferral Account is not a
trust fund of any kind. The Executive is a general unsecured creditor of the
Company for the payment of benefits. The benefits represent the mere Company
promise to pay such benefits. The

                                        6

<PAGE>

Executive's rights are not subject in any manner to anticipation, alienation,
sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by
the Executive's creditors.

                                    ARTICLE 4
                                LIFETIME BENEFITS

      4.1 NORMAL TERMINATION BENEFIT. Upon the Executive's Normal Benefit Date,
the Company shall pay to the Executive the benefit described in this Section 4.1
in lieu of any other benefit under this Agreement.

            4.1.1 AMOUNT OF BENEFIT. The benefit under this Section 4.1 is the
      Deferral Account balance at the Executive's Termination of Employment.

            4.1.2 PAYMENT OF BENEFIT. The Company shall pay the benefit to the
      Executive [OPTION 1] in a lump sum [OPTION 2] in equal monthly
      installments over 10 years commencing on the first day of the month
      following the Executive's Normal Benefit Date. The Company shall amortize
      the Deferral Account balance using the interest rate described in Section
      3.1.2.

      4.2 EARLY TERMINATION BENEFIT. If the Executive terminates Employment as
an Executive before the Normal Benefit Age for reasons other than death or
Disability, the Company shall pay to the Executive the benefit described in this
Section 4.2. in lieu of any other benefit under this Agreement.

            4.2.1 AMOUNT OF BENEFIT. The benefit under this Section 4.2 is
      Deferral Account balance at the Executive's Normal Benefit Age. Interest
      shall be credited to the account between the Executive's date of
      Termination of Employment and his Normal Benefit Age as specified in
      Section 3.1.2.

            4.2.2 PAYMENT OF BENEFIT. The Company shall pay the benefit to the
      Executive

                                        7

<PAGE>

      [OPTION 1] in a lump sum [OPTION 2] in equal monthly installments over 10
      years commencing on the first day of the month following the Executive's
      Normal Benefit Age. The Company shall continue to credit interest as
      described in Section 3.1.2 on the balance of the Deferral Account until
      all payments have been distributed.

      4.3 DISABILITY BENEFIT. Upon Termination of Employment for Disability
prior to the Normal Benefit Age, the Company shall pay to the Executive the
benefit described in this Section 4.3 in lieu of any other benefit under this
Agreement.

            4.3.1 AMOUNT OF BENEFIT. The benefit under this Section 4.3 is the
      Deferral Account balance at the Executive's Termination of Employment.

            4.3.2 PAYMENT OF BENEFIT. The Company shall pay the benefit to the
      Executive [OPTION 1] in a lump sum [OPTION 2] in equal monthly
      installments over 15 years commencing on the first day of the month
      following the Executive's Termination of Employment. The Company shall
      continue to credit interest as described in Section 3.1.2 on the balance
      of the Deferral Account until all payments have been distributed.

      4.4 CHANGE OF CONTROL BENEFIT. Upon a Change of Control while the
Executive is in the active employment of the Company, the Company shall pay to
the Executive the benefit described in this Section 4.4 in lieu of any other
benefit under this Agreement.

            4.4.1 AMOUNT OF BENEFIT. The benefit under this Section 4.4 is the
      Deferral Account balance at the date of the Executive's Termination of
      Employment.

            4.4.2 PAYMENT OF BENEFIT. The Company shall pay the benefit to the
      Executive [OPTION 1] in a lump sum [OPTION 2] in equal monthly
      installments over 15 years commencing on the first day of the month
      following the Executive's Termination of Employment. The Company shall
      continue to credit interest as described in Section 3.1.2

                                        8

<PAGE>

      on the balance of the Deferral Account until all payments have been
      distributed.

      4.5 HARDSHIP DISTRIBUTION. Upon the Company's determination (following
petition by the Executive) that the Executive has suffered an unforeseeable
financial emergency as described in Section 2.2.2, the Company shall distribute
to the Executive all or a portion of the Deferral Account balance as determined
by the Company, but in no event shall the distribution be greater than is
necessary to relieve the financial hardship.

                                    ARTICLE 5
                                 DEATH BENEFITS

      5.1 DEATH PRIOR TO COMMENCEMENT OF BENEFIT PAYMENTS. If the Executive dies
prior to commencement of benefit payments, the Company shall pay to the
Executive's beneficiary the benefit described in this Section 5.1 in lieu of any
other benefit under this Agreement.

            5.1.1 AMOUNT OF BENEFIT. The benefit amount under Section 5.1 is the
      Deferral Account balance at the time of the Executive's death.

            5.1.2 PAYMENT OF BENEFIT. The Company shall pay the benefit to the
      beneficiary [OPTION 1] in a lump sum [OPTION 2] in equal monthly
      installments over 10 years commencing on the first day of the month
      following the Executive's death. The Company shall amortize the Deferral
      Account balance as described in 3.1.2.

      5.2 DEATH DURING BENEFIT PERIOD. If the Executive dies after benefit
payments have commenced under this Agreement but before receiving all such
payments, the Company shall pay the remaining benefits to the Executive's
beneficiary at the same time and in the same amounts they would have been paid
to the Executive had the Executive survived.

                                        9

<PAGE>

                                    ARTICLE 6
                                  BENEFICIARIES

      6.1 BENEFICIARY DESIGNATIONS. The Executive shall designate a beneficiary
by filing a written designation with the Company. The Executive may revoke or
modify the designation at any time by filing a new designation. However,
designations will only be effective if signed by the Executive and accepted by
the Company during the Executive's lifetime. The Executive's beneficiary
designation shall be deemed automatically revoked if the beneficiary predeceases
the Executive, or if the Executive names a spouse as beneficiary and the
marriage is subsequently dissolved. If the Executive dies without a valid
beneficiary designation, all payments shall be made to the Executive's estate.

      6.2 FACILITY OF PAYMENT. If a benefit is payable to a minor, to a person
declared incompetent, or to a person incapable of handling the disposition of
his or her property, the Company may pay such benefit to the guardian, legal
representative or person having the care or custody of such minor, incompetent
person or incapable person. The Company may require proof of incompetence,
minority or guardianship as it may deem appropriate prior to distribution of the
benefit. Such distribution shall completely discharge the Company from all
liability with respect to such benefit.

                                    ARTICLE 7
                               GENERAL LIMITATIONS

      In lieu of any other benefit under this Agreement, the Company shall pay
the Executive (or his beneficiary if applicable) the Executive's Deferral
Account Balance in a lump sum within 60 days following Executive's Termination
of Employment under the following conditions:

      7.1 TERMINATION FOR CAUSE. If the Company terminates the Executive's
employment as a Executive for:

                                       10

<PAGE>

            7.1.1 Gross negligence or gross neglect of duties;

            7.1.2 Commission of a felony or of a gross misdemeanor involving
      moral turpitude; or

            7.1.3 Fraud, disloyalty, dishonesty or willful violation of any law
      or significant Company policy committed in connection with the Executive's
      Employment and resulting in an adverse financial effect on the Company.

      7.2 SUICIDE. If the Executive commits suicide within two years after the
date of this Agreement, or if the Executive has made any material misstatement
of fact on any application for life insurance purchased by the Company.

                                    ARTICLE 8
                          CLAIMS AND REVIEW PROCEDURES

      8.1 CLAIMS PROCEDURE. A Participant or beneficiary ("claimant") who has
not received benefits under the Plan that he or she believes should be paid
shall make a claim for such benefits as follows:

            8.1.1 INITIATION - WRITTEN CLAIM. The claimant initiates a claim by
      submitting to the Company a written claim for the benefits.

            8.1.2 TIMING OF COMPANY RESPONSE. The Company shall respond to such
      claimant within 90 days after receiving the claim. If the Company
      determines that special circumstances require additional time for
      processing the claim, the Company can extend the response period by an
      additional 90 days by notifying the claimant in writing, prior to the end
      of the initial 90-day period, that an additional period is required. The
      notice of extension must set forth the special circumstances and the date
      by which the Company expects to render its decision.

                                       11

<PAGE>

            8.1.3 NOTICE OF DECISION. If the Company denies part or all of the
      claim, the Company shall notify the claimant in writing of such denial.
      The Company shall write the notification in a manner calculated to be
      understood by the claimant. The notification shall set forth:

                  (a)   The specific reasons for the denial,

                  (b)   A reference to the specific provisions of the Plan on
                        which the denial is based,

                  (c)   A description of any additional information or material
                        necessary for the claimant to perfect the claim and an
                        explanation of why it is needed,

                  (d)   An explanation of the Plan's review procedures and the
                        time limits applicable to such procedures, and

                  (e)   A statement of the claimant's right to bring a civil
                        action under ERISA Section 502(a) following an adverse
                        benefit determination on review.

      8.2 REVIEW PROCEDURE. If the Company denies part or all of the claim, the
claimant shall have the opportunity for a full and fair review by the Company of
the denial, as follows:

            8.2.1 INITIATION - WRITTEN REQUEST. To initiate the review, the
      claimant, within 60 days after receiving the Company's notice of denial,
      must file with the Company a written request for review.

            8.2.2 ADDITIONAL SUBMISSIONS - INFORMATION ACCESS. The claimant
      shall then have the opportunity to submit written comments, documents,
      records and other information relating to the claim. The Company shall
      also provide the claimant, upon request and free of charge, reasonable
      access to, and copies of, all documents, records and other information
      relevant (as defined in applicable ERISA regulations) to the claimant's
      claim for benefits.

            8.2.3 CONSIDERATIONS ON REVIEW. In considering the review, the
      Company shall take into account all materials and information the claimant
      submits relating to the claim,

                                       12

<PAGE>

      without regard to whether such information was submitted or considered in
      the initial benefit determination.

            8.2.4 TIMING OF COMPANY RESPONSE. The Company shall respond in
      writing to such claimant within 60 days after receiving the request for
      review. If the Company determines that special circumstances require
      additional time for processing the claim, the Company can extend the
      response period by an additional 60 days by notifying the claimant in
      writing, prior to the end of the initial 60-day period, that an additional
      period is required. The notice of extension must set forth the special
      circumstances and the date by which the Company expects to render its
      decision.

            8.2.5 NOTICE OF DECISION. The Company shall notify the claimant in
      writing of its decision on review. The Company shall write the
      notification in a manner calculated to be understood by the claimant. The
      notification shall set forth:

                  (a)   The specific reasons for the denial,

                  (b)   A reference to the specific provisions of the Plan on
                        which the denial is based,

                  (c)   A statement that the claimant is entitled to receive,
                        upon request and free of charge, reasonable access to,
                        and copies of, all documents, records and other
                        information relevant (as defined in applicable ERISA
                        regulations) to the claimant's claim for benefits, and

                  (d)   A statement of the claimant's right to bring a civil
                        action under ERISA Section 502(a).

                                    ARTICLE 9
                           AMENDMENTS AND TERMINATION

      This Agreement may be amended or terminated only by a written agreement
signed by the Company and the Executive.

                                   ARTICLE 10
                                  MISCELLANEOUS

      10.1 BINDING EFFECT. This Agreement shall bind the Executive and the
Company, and their beneficiaries, survivors, executors, administrators and
transferees.

                                       13

<PAGE>

      10.2 NO GUARANTEE OF EMPLOYMENT. This Agreement is not a contract for
employment. It does not give the Executive the right to remain an employee of
the Company, nor does it interfere with the Company's right to discharge the
Executive. It also does not require the Executive to remain an employee nor
interfere with the Executive's right to terminate employment at any time.

      10.3 NON-TRANSFERABILITY. Benefits under this Agreement cannot be sold,
transferred, assigned, pledged, attached or encumbered in any manner.

      10.4 TAX WITHHOLDING. The Company shall withhold any taxes that are
required to be withheld from the benefits provided under this Agreement.

      10.5 APPLICABLE LAW. The Agreement and all rights hereunder shall be
governed by the laws of the Commonwealth of Pennsylvania, except to the extent
preempted by the laws of the United States of America.

      10.6 UNFUNDED ARRANGEMENT. The Executive and beneficiary are general
unsecured creditors of the Company for the payment of benefits under this
Agreement. The benefits represent the mere promise by the Company to pay such
benefits. The rights to benefits are not subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or
garnishment by creditors. Any insurance on the Executive's life is a general
asset of the Company to which the Executive and beneficiary have no preferred or
secured claim.

      10.7 REORGANIZATION. The Company shall not merge or consolidate into or
with another company, or reorganize, or sell substantially all of its assets to
another company, firm, or person unless such succeeding or continuing company,
firm, or person agrees to assume and discharge the obligations of the Company
under this Agreement.

                                       14

<PAGE>

      10.8 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the Company and the Executive as to the subject matter hereof. No rights
are granted to the Executive by virtue of this Agreement other than those
specifically set forth herein.

      10.9 ADMINISTRATION. The Company shall have powers which are necessary to
administer this Agreement, including but not limited to:

            10.9.1 Interpreting the provisions of the Agreement;

            10.9.2 Establishing and revising the method of accounting for the
      Agreement;

            10.9.3 Maintaining a record of benefit payments; and

            10.9.4 Establishing rules and prescribing any forms necessary or
      desirable to administer the Agreement.

      IN WITNESS WHEREOF, the Executive and a duly authorized Company officer
have signed this Agreement.

EXECUTIVE:                                 COMPANY:

                                           MID PENN BANK

  /s/ Alan Dakey                           By /s/  [ILLEGIBLE]
----------------------                        -------------------------------
      Alan Dakey                              Title Director

      By execution hereof, Mid Penn Bancorp, Inc. consents to and agrees to be
bound by the terms and condition of this Agreement.

ATTEST:                                    CORPORATION:
                                           MID PENN BANCORP, INC.

/s/  [ILLEGIBLE]                           By /s/  [ILLEGIBLE]
----------------------                        -------------------------------
                                           Title
                                                 ----------------------------

                                       15

<PAGE>

                                    EXHIBIT A
                                  MID PENN BANK
                    EXECUTIVE DEFERRED COMPENSATION AGREEMENT

                                DEFERRAL ELECTION

I elect to defer my compensation received from the Company, as follows:

                  -------------------------------------------

                               AMOUNT OF DEFERRAL
                  -------------------------------------------

                  [INITIAL AND COMPLETE ONE]

                   [ ]     I elect to defer ________% of my
                           compensation each year (excluding
                           bonuses)

                   [ ]     I elect to defer ________% of my
                           compensation and bonuses each
                           year

                   [X]     I elect to defer $20000 per year

                   [ ]     I elect not to defer any of my
                           compensation

                  -------------------------------------------

I understand that I may change the amount and duration of my deferrals by filing
a new election form with the Company; provided, however, that any subsequent
election will not be effective until the calendar year following the year in
which the new election is received by the Company.

Signature     /s/ Alan Dakey
          -----------------------

Date 7-24-02

Accepted by the Company this 24th day of July, 2002.

By /s/  [ILLEGIBLE]
   ---------------------------
   Title Director

                                       16

<PAGE>

                             BENEFICIARY DESIGNATION

                                  MID PENN BANK
                    EXECUTIVE DEFERRED COMPENSATION AGREEMENT

I designate the following as beneficiary of benefits under the Executive
Deferred Compensation Agreement payable following my death:

Primary:         DIANA G. DAKEY

Contingent:       JANET DAKEY 50%
                  ERIC DAKEY  50%

NOTE: TO NAME A TRUST AS BENEFICIARY, PLEASE PROVIDE THE NAME OF THE TRUSTEE(S)
   AND THE EXACT NAME AND DATE OF THE TRUST AGREEMENT.

I understand that I may change these beneficiary designations by filing a new
written designation with the Company. I further understand that the designations
will be automatically revoked if the beneficiary predeceases me, or, if I have
named my spouse as beneficiary, in the event of the dissolution of our marriage.

Signature       /s/ Alan Dakey
          --------------------------

Date 7-24-02

Accepted by the Company this 24th day of July, 2002.

By /s/  [ILLEGIBLE]
   ---------------------------
Title
      ------------------------

                                       17
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.11
<SEQUENCE>3
<FILENAME>exhibit_10-11.txt
<TEXT>

                                  MID PENN BANK
                        SPLIT DOLLAR LIFE INSURANCE PLAN

      THIS PLAN, hereby made effective this 1st day of January 1999, by and
between MID PENN BANK, a state commercial bank located in Millersburg,
Pennsylvania (the "Company") and the Participant selected to participate in this
Plan (the "Participant").

                                  INTRODUCTION

      The Company wishes to attract, retain and reward highly qualified
executives and directors. To further this objective, the Company is willing to
divide the death proceeds of certain life insurance policies which are owned by
the Company on the lives of the selected participants with their designated
beneficiary. The Company will pay the life insurance premiums from its general
assets.

                                    ARTICLE 1
                               GENERAL DEFINITIONS

The following terms shall have the meanings specified:

      1.1 "CHANGE OF CONTROL" means any of the following:

            (A) any person (as such term is used in Sections 13(d) and 14(d)(2)
      of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
      other than the Corporation, a subsidiary of the Corporation, an employee
      benefit plan (or related trust) of the Corporation or a direct or indirect
      subsidiary of the Corporation, or affiliates of the Corporation (as
      defined in Rule 12b-2 under the Exchange Act), becomes the beneficial
      owner (as determined pursuant to Rule 13d-3 under the Exchange Act),
      directly or indirectly, of securities of the Corporation representing more
      than 20% of the combined voting power of the Corporation's then
      outstanding securities or announces a tender offer or exchange offer for
      securities of the Corporation representing more than 20% of the combined
      voting power of the Corporation's then outstanding securities; or

            (B) the liquidation or dissolution of the Corporation or the Company
      or the occurrence of, or execution of an agreement providing for, a sale
      of all or substantially all of the assets of the Corporation or the
      Company to an entity which is not a direct or indirect subsidiary of the
      Corporation; or

            (C) the occurrence of, or execution of an agreement providing for, a
      reorganization, merger, consolidation or other similar transaction or
      connected series of transactions of the Corporation as a result of which
      either (a) the Corporation does not survive or (b) pursuant to which
      shares of the Corporation common stock ("Common Stock") would be converted
      into cash, securities or other property, unless, in case of

<PAGE>

      either (a) or (b), the holders of Corporation Common Stock immediately
      prior to such transaction will, following the consummation of the
      transaction, beneficially own, directly or indirectly, more than 50% of
      the combined voting power of the then outstanding voting securities
      entitled to vote generally in the election of directors of the corporation
      surviving, continuing or resulting from such transaction; or

            (D) the occurrence of, or execution of an agreement providing for, a
      reorganization, merger, consolidation, or similar transaction of the
      Corporation, or before any connected series of such transactions, if, upon
      consummation of such transaction or transactions, the persons who are
      members of the Board of Directors of the Corporation immediately before
      such transaction or transactions cease or, in the case of the execution of
      an agreement for such transaction or transactions, it is contemplated in
      such agreement that upon consummation such persons would cease, to
      constitute a majority of the Board of Directors of the Corporation or, in
      a case where the Corporation does not survive in such transaction, of the
      corporation surviving, continuing or resulting from such transaction or
      transactions; or

            (E) any other event which is at any time designated as a "Change of
      Control" for purposes of this Agreement by a resolution adopted by the
      Board of Directors of the Corporation with the affirmative vote of a
      majority of the non-employee directors in office at the time the
      resolution is adopted; in the event any such resolution is adopted, the
      Change of Control event specified thereby shall be deemed incorporated
      herein by reference and thereafter may not be amended, modified or revoked
      without the written agreement of Executive.

            Notwithstanding anything else to the contrary set forth in this
      Agreement, if (i) an agreement is executed by the Corporation or the
      Company providing for any of the transactions or events constituting a
      Change of Control as defined herein, and the agreement subsequently
      expires or is terminated without the transaction or event being
      consummated, and (ii) Participant's employment did not terminate during
      the period after the agreement and prior to such expiration or
      termination, for purposes of this Agreement it shall be as though such
      agreement was never executed and no Change of Control event shall be
      deemed to have occurred as a result of the execution of such agreement.

      1.2 "CORPORATION" means Mid Penn Bancorp, Inc.

      1.3 "COMPENSATION COMMITTEE" means either the Compensation Committee
designated from time to time by the Company's Board of Directors or a majority
of the Company's Board of Directors, either of which shall hereinafter be
referred to as the Compensation Committee.

      1.4 "DISABILITY" means the Participant's inability to perform
substantially all normal duties of an employee, as determined by the Company's
Board of Directors in its sole discretion. As a condition to any benefits, the
Company may require the Participant to submit

<PAGE>

to such physical or mental evaluations and tests as the Board of Directors deems
appropriate.

      1.5 "INSURED" means the individual whose life is insured.

      1.6 "INSURER" means the insurance company issuing the life insurance
policy on the life of the insured.

      1.7 "NORMAL RETIREMENT AGE" means the Participant attaining age 65.

      1.8 "NORMAL RETIREMENT DATE" means the later of the Normal Retirement Age
or the date that the Participant terminates or is terminated for any reason
other than being Terminated for Cause.

      1.9 "PARTICIPANT" means the executive who is designated by the
Compensation Committee as eligible to participate in the Plan, elects in writing
to participate in the Plan using the form attached hereto as Exhibit A, and
signs a Split Dollar Endorsement for the Policy in which he or she is the
Insured.

      1.10 "POLICY" or "POLICIES" means the individual insurance policy (or
policies) adopted by the Compensation Committee for purposes of insuring a
Participant's life under this Plan.

      1.11 "PLAN" means this instrument, including all amendments thereto.

      1.12 "PLAN YEAR" means each twelve months from the effective date of this
Plan.

      1.13 "THREE TIMES BASE ANNUAL SALARY" means the current base annual salary
of the Participant at the earliest of: (1) the date of the Participant's death;
(2) the date of the Participant's Disability; or (3) the Participant's
Termination of Employment, multiplied by a factor of three, but not in excess of
the maximum dollar amount of the Participant's interest set forth in Exhibit B.

      1.14 "TERMINATION OF EMPLOYMENT" means the date of termination as a
full-time employee.

      1.15 "TERMINATED FOR CAUSE" means that the Company has terminated the
Participant's employment for any of the following reasons:

            1.15.1 Gross negligence or gross neglect of duties;

            1.15.2 Commission of a felony or of a gross misdemeanor involving
      moral turpitude; or

            1.15.3 Fraud, disloyalty, dishonesty or willful violation of any law
      or significant Company policy committed in connection with the
      Participant's employment and

<PAGE>

      resulting in an adverse effect on the Company.

      1.16 "VESTED INSURANCE BENEFIT" means the Company will provide the
Participant with continued insurance coverage after the Participant's
Termination of Employment.

      1.17 "YEARS OF SERVICE" means total years of employment with the Company
including any approved leaves of absences.

                                    ARTICLE 2
                                  PARTICIPATION

      2.1 ELIGIBILITY TO PARTICIPATE. The Compensation Committee in its sole
discretion shall designate from time to time Participants that are eligible to
participate in this Plan.

      2.2 PARTICIPATION. The eligible executive may participate in this Plan by
executing an Election to Participate and a Split Dollar Endorsement. The Split
Dollar Endorsement shall bind the Participant and his or her beneficiaries,
assigns and transferees, to the terms and conditions of this Plan. An
executive's participation is limited to only Policies where he or she is the
Insured. Exhibit B attached hereto sets forth the original Insured participants
and the Policies on their lives.

      2.3 TERMINATION OF PARTICIPATION. A Participant's rights under this Plan
shall cease and his or her participation in this Plan shall terminate if any of
the following events occur: (1) the Participant's employment with the Company is
terminated prior the Participant meeting any of the criteria for a Vested
Insurance Benefit under section 5.1; (2) the Participant's employment with the
Company is Terminated for Cause; or (3) the Plan or any Participant's rights
under the Plan are terminated in accordance with Section 12.1 of this Agreement.
In the event that the Company decides to maintain the Policy after the
Participant's termination of participation in the Plan, the Company shall be the
direct beneficiary of the entire death proceeds of the Policy.

                                    ARTICLE 3
                                PREMIUM PAYMENTS

      The Company shall pay all premiums due on all Policies.

                                    ARTICLE 4
                           POLICY OWNERSHIP/INTERESTS

      4.1 COMPANY OWNERSHIP. The Company shall own the Policies and shall have
the right to exercise all incidents of ownership and, subject to section 7.1,
the Company may terminate a

<PAGE>

Policy without the consent of the Insured. With respect to each Policy, the
Company shall be the direct beneficiary of an amount of death proceeds equal to
the greatest of: (1) the cash surrender value of the policy; (2) the aggregate
premiums paid on the Policy by the Company less any outstanding indebtedness to
the Insurer; or (3) the amount in excess of Three Times Base Annual Salary of
the Insured/Participant. If the Company owns more than one policy on a
Participant, the Policies shall be aggregated with respect to item (3) of this
section.

      4.2 PARTICIPANT'S INTEREST. Each Participant, or the Participant's
assignee, shall have the right to designate the beneficiary of the death
proceeds of the Policy remaining after the payment to the Company of its
interests. The Participant shall also have the right to elect and change
settlement options with the consent of the Company and the Insurer.

                                    ARTICLE 5
                                     VESTING

      5.1 VESTED INSURANCE BENEFIT. The Participant shall have a Vested
Insurance Benefit equal to Three Times Base Annual Salary at the earliest of the
following events:

            5.1.1 Reaching Normal Retirement Age while employed by the Company;

            5.1.2 Reaching a total of 70 when the Participant's age and Years of
                  Service are combined;

            5.1.3 Termination of Employment due to Disability; or

            5.1.4 Termination of Employment following a Change of Control.

      5.2 LOSS OF BENEFIT. Notwithstanding the provisions of Section 5.1, the
Participant will lose his or her Vested Insurance Benefit if: (1) the
Participant is Terminated for Cause; (2) the Participant violates the
non-competition provisions described in Article 8; (3) the Participant commits
suicide within two years of the date of this Agreement, (4) the Participant has
made any material misstatement of fact on any application for life insurance
purchased by the Company; or (5) in the case of a Disabled Participant, if such
Participant becomes gainfully employed by an entity other than the Company.

                                    ARTICLE 6
                         IMPUTED INCOME/REIMBURSEMENT

      6.1 IMPUTED INCOME. The Company shall impute income to the Participant in
an amount equal to the current term rate for the Participant's age multiplied by
the aggregate death benefit payable to the Participant's beneficiary. The
"current term rate" is the minimum amount required to be imputed under Revenue
Rulings 64-328 and 66-110, or any subsequent

<PAGE>

applicable authority. The Company will provide each participant with an annual
statement of the amount of income reportable by the participant for federal and
state income tax purposes as a result of such imputed income.

      6.2 REIMBURSEMENT. If a Participant has a Vested Insurance Benefit, he or
she will be entitled to certain annual cash reimbursements from the Company.
Such payments will be made pursuant to Exhibit C, but will cease upon the death
of the insured.

                                    ARTICLE 7
                               COMPARABLE COVERAGE

      7.1 INSURANCE POLICIES. If a Participant has a Vested Insurance Benefit,
the Company may provide such benefit through the Policies purchased at the
commencement of this Plan or may provide comparable insurance coverage to the
Participant through whatever means the Company deems appropriate. If the
Participant waives his or her right to the benefit, the Company can choose to
cancel the Policy or Policies on the Participant, or may continue such coverage
and become the direct beneficiary of the entire death proceeds.

      7.2 OFFER TO PURCHASE. If the Company discontinues a Policy on an active
or vested the Participant for any reason, the Company shall give the Participant
at least thirty (30) days to purchase such Policy. The purchase price shall be
the cash surrender value of the Policy. Such notification shall be in writing.

                                    ARTICLE 8
                   COMPETITION AFTER TERMINATION OF EMPLOYMENT

      No benefit shall be provided if the Participant, without the prior written
consent of the Company, engages in, becomes interested in, directly or
indirectly, as a sole proprietor, as a partner in a partnership, or as a
substantial shareholder in a corporation, or becomes associated with, in the
capacity of employee, director, officer, principal, agent, trustee or in any
other capacity whatsoever, any enterprise conducted in the trading area (a 50
mile radius of the main office of the Company), which enterprise is, or may
deemed to be, competitive with any business carried on by the Company as of the
date of termination of the Participant's employment or his retirement. This
section shall not apply following a Change of Control.

                                    ARTICLE 9
                                   ASSIGNMENT

      Any Participant may assign without consideration all interests in his or
her Policy and in this Plan to any person, entity or trust. In the event a
Participant shall transfer all of his/her

<PAGE>

interest in the Policy, then all of that Participant's interest in his or her
Policy and in the Plan shall be vested in his/her transferee, subject to such
transferee executing agreements binding them to the provisions of this Plan, who
shall be substituted as a party hereunder, and that Participant shall have no
further interest in his or her Policy or in this Plan.

                                   ARTICLE 10
                                     INSURER

      The Insurer shall be bound only by the terms of their corresponding
Policy. Any payments the Insurer makes or actions it takes in accordance with a
Policy shall fully discharge it from all claims, suits and demands of all
persons relating to that Policy. The Insurer shall not be bound by the
provisions of this Plan, except to the extent of any endorsement filed with the
Insurer. The Insurer shall have the right to rely on the Company's
representations with regard to any definitions, interpretations, or Policy
interests as specified under this Plan.

                                   ARTICLE 11
                                CLAIMS PROCEDURE

      11.1 CLAIMS PROCEDURE. The Company shall notify any person or entity that
makes a claim against this Plan (the "Claimant"), in writing, within ninety (90)
days of Claimant's written application for benefits, of Claimant's eligibility
or ineligibility for benefits under this Plan. If the Company determines that
Claimant is not eligible for benefits or full benefits, the notice shall set
forth (1) the specific reasons for such denial, (2) a specific reference to the
provisions of this Plan on which the denial is based, (3) a description of any
additional information or material necessary for the Claimant to perfect
Claimant's claim, and a description of why it is needed, and (4) an explanation
of this Plan's claims review procedure and other appropriate information as to
the steps to be taken if the Claimant wishes to have the claim reviewed. If the
Company determines that there are special circumstances requiring additional
time to make a decision, the Company shall notify the Claimant of the special
circumstances and the date by which a decision is expected to be made, and may
extend the time for up to an additional ninety-day period. Upon resolution of
all open issues, the Company shall receive the proceeds and upon recovering the
share of the proceeds to which it is entitled, shall distribute the Claimant's
proceeds.

      11.2 REVIEW PROCEDURE. If a Claimant is determined by the Company not to
be eligible for benefits, or if the Claimant believes that Claimant is entitled
to greater or different benefits, the Claimant shall have the opportunity to
have such claim reviewed by the Company by filing a petition for review with the
Company within sixty (60) days after receipt of the notice issued by the
Company. Said petition shall state the specific reasons which the Claimant
believes entitle Claimant to benefits or to greater or different benefits.
Within sixty (60) days after receipt by the Company of the petition, the Company
shall afford the Claimant (and counsel, if any) an opportunity to present
Claimant's position to the Company verbally or in writing, and

<PAGE>

the Claimant (or counsel) shall have the right to review the pertinent
documents. The Company shall notify the Claimant of its decision in writing
within the sixty-day period, stating specifically the basis of its decision,
written in a manner calculated to be understood by the Claimant and the specific
provisions of this Plan on which the decision is based. If, because of the need
for a hearing, the sixty-day period is not sufficient, the decision may be
deferred for up to another sixty-day period at the election of the Company, but
notice of this deferral shall be given to the Claimant.

                                   ARTICLE 12
                        AMENDMENT OR TERMINATION OF PLAN

      12.1 NON-VESTED INSURANCE BENEFIT. Unless a Participant has a Vested
Insurance Benefit pursuant to Section 5.1, the Company may amend or terminate
the Plan at any time, or may amend or terminate a Participant's rights under the
Plan at any time prior to a Participant's death by written notice to the
Participant.

      12.2 VESTED INSURANCE BENEFIT. If a Participant has a Vested Insurance
Benefit, the Company may amend or terminate the Plan only if (1) continuation of
the Plan would cause significant financial harm to the Company and (2) the
Participant agrees to such action.

                                   ARTICLE 13
                                  MISCELLANEOUS

      13.1 BINDING EFFECT. This Plan in conjunction with each Split Dollar
Endorsement shall bind each Participant and the Company, their beneficiaries,
survivors, executors, administrators and transferees and any Policy beneficiary.

      13.2 NO GUARANTEE OF EMPLOYMENT. This Plan is not an employment policy or
contract. It does not give a Participant the right to remain an employee of the
Company, nor does it interfere with the Company's right to discharge a
Participant. It also does not require a Participant to remain an employee nor
interfere with a Participant's right to terminate employment at any time.

      13.3 NAMED FIDUCIARY. For purposes of the Employee Retirement Income
Security Act of 1974, if applicable, the Company shall be the named fiduciary
and plan administrator under the Plan. The named fiduciary may delegate to
others certain aspects of the management and operation responsibilities of the
plan including the employment of advisors and the delegation of ministerial
duties to qualified individuals.

      13.4 APPLICABLE LAW. The Plan and all rights hereunder shall be governed
by and construed according to the laws of the Commonwealth of Pennsylvania,
except to the extent

<PAGE>

preempted by the laws of the United States of America.

      13.5 NOTICE. Any notice, consent or demand required or permitted to be
given under the provisions of this Plan by one party to another shall be in
writing, shall be signed by the party giving or making the same, and may be
given either by delivering the same to such other party personally, or by
mailing the same, by United States certified mail, postage prepaid, to such
party, addressed to his/her last known address as shown on the records of the
Company. The date of such mailing shall be deemed the date of such mailed
notice, consent or demand.

      13.6 ENTIRE AGREEMENT. This Plan constitutes the entire agreement between
the Company and the Participant as to the subject matter hereof. No rights are
granted to the Participant by virtue of this Plan other than those specifically
set forth herein.

      13.7 ADMINISTRATION. The Company shall have powers which are necessary to
administer this Plan, including but not limited to:

            13.7.1 Interpreting the provisions of the Plan;

            13.7.2 Establishing and revising the method of accounting for the
            Plan;

            13.7.3 Maintaining a record of benefit payments; and

            13.7.4 Establishing rules and prescribing any forms necessary or
            desirable to administer the Plan.

      13.8 DESIGNATED FIDUCIARY. For purposes of the Employee Retirement Income
Security Act of 1974, if applicable, the Company shall be the named fiduciary
and plan administrator under the Agreement. The named fiduciary may delegate to
others certain aspects of the management and operation responsibilities of the
plan including the employment of advisors and the delegation of ministerial
duties to qualified individuals.

<PAGE>

      IN WITNESS WHEREOF, the Company executes this Plan as of the date
indicated above.

                                        COMPANY:

                                        MID PENN BANK

                                        By  /s/  [ILLEGIBLE]
                                            ------------------------------------
                                            Title VP

      By execution hereof, Mid Penn Bancorp, Inc. consents to and agrees to be
bound by the terms and condition of this Agreement.

ATTEST:                                 CORPORATION:
                                        MID PENN BANCORP, INC.

/s/  [ILLEGIBLE]                        By /s/  [ILLEGIBLE]
-----------------------------              -------------------------------------
                                            Title Treas
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.12
<SEQUENCE>4
<FILENAME>exhibit_10-12.txt
<TEXT>

================================================================================

                   (C) 1999 BANK COMPENSATION STRATEGIES GROUP

THIS DOCUMENT IS PROVIDED TO ASSIST YOUR LEGAL COUNSEL IN DOCUMENTING YOUR
SPECIFIC ARRANGEMENT. IT IS NOT A FORM TO BE SIGNED, NOR IS IT TO BE CONSTRUED
AS LEGAL ADVICE. FAILURE TO ACCURATELY DOCUMENT YOUR ARRANGEMENT COULD RESULT IN
SIGNIFICANT LOSSES, WHETHER FROM CLAIMS OF THOSE PARTICIPATING IN THE
ARRANGEMENT, FROM THE HEIRS AND BENEFICIARIES OF PARTICIPANTS, OR FROM
REGULATORY AGENCIES SUCH AS THE INTERNAL REVENUE SERVICE AND THE DEPARTMENT OF
LABOR. LICENSE IS HEREBY GRANTED TO YOUR LEGAL COUNSEL TO USE THESE MATERIALS IN
DOCUMENTING SOLELY YOUR ARRANGEMENT.

================================================================================

                                  MID PENN BANK

                       EXECUTIVE DEFERRED BONUS AGREEMENT

      THIS AGREEMENT is made this 15 day of January, 1999, by and between Mid
Penn Bank, a state commercial bank located in Millersburg, Pennsylvania (the
"Company"), and Alan W. Dakey (the "Executive").

                                  INTRODUCTION

      To encourage the Executive to remain a member of the Company's Board of
Executives, the Company is willing to provide to the Executive a deferred Bonus
opportunity. The Company will pay the benefits from its general assets.

                                    AGREEMENT

      The Executive and the Company agree as follows:

<PAGE>

                                    ARTICLE 1

                                   DEFINITIONS

      1.1 DEFINITIONS. Whenever used in this Agreement, the following words and
phrases shall have the meanings specified:

            1.1.1 "CHANGE OF CONTROL" shall mean any of the following:

                  (A) any person (as such term is used in Sections 13(d) and
      14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange
      Act"), other than the Corporation, a subsidiary of the Corporation, an
      employee benefit plan (or related trust) of the Corporation or a direct or
      indirect subsidiary of the Corporation, or affiliates of the Corporation
      (as defined in Rule 12b-2 under the Exchange Act), becomes the beneficial
      owner (as determined pursuant to Rule 13d-3 under the Exchange Act),
      directly or indirectly, of securities of the Corporation representing more
      than 20% of the combined voting power of the Corporation's then
      outstanding securities or announces a tender offer or exchange offer for
      securities of the Corporation representing more than 20% of the combined
      voting power of the Corporation's then outstanding securities; or

                  (B) the liquidation or dissolution of the Corporation or the
      Company or the occurrence of, or execution of an agreement providing for,
      a sale of all or substantially all of the assets of the Corporation or the
      Company to an entity which is not a direct or indirect subsidiary of the
      Corporation; or

                  (C) the occurrence of, or execution of an agreement providing
      for, a reorganization, merger, consolidation or other similar transaction
      or connected series of transactions of the Corporation as a result of
      which either (a) the Corporation does not survive or (b) pursuant to which
      shares of the Corporation

                                        2

<PAGE>

      common stock ("Common Stock") would be converted into cash, securities or
      other property, UNLESS, in case of either (a) or (b), the holders of
      Corporation Common Stock immediately prior to such transaction will,
      following the consummation of the transaction, beneficially own, directly
      or indirectly, more than 50% of the combined voting power of the then
      outstanding voting securities entitled to vote generally in the election
      of directors of the corporation surviving, continuing or resulting from
      such transaction; or

                  (D) the occurrence of, or execution of an agreement providing
      for, a reorganization, merger, consolidation, or similar transaction of
      the Corporation, or before any connected series of such transactions, if,
      upon consummation of such transaction or transactions, the persons who are
      members of the Board of Directors of the Corporation immediately before
      such transaction or transactions cease or, in the case of the execution of
      an agreement for such transaction or transactions, it is contemplated in
      such agreement that upon consummation such persons would cease, to
      constitute a majority of the Board of Directors of the Corporation or, in
      a case where the Corporation does not survive in such transaction, of the
      corporation surviving, continuing or resulting from such transaction or
      transactions; or

                  (E) any other event which is at any time designated as a
      "Change of Control" for purposes of this Agreement by a resolution adopted
      by the Board of Directors of the Corporation with the affirmative vote of
      a majority of the non-employee directors in office at the time the
      resolution is adopted; in the event any such resolution is adopted, the
      Change of Control event specified thereby shall be deemed incorporated
      herein by reference and thereafter may not be amended, modified or revoked
      without the written agreement of Executive.

            Notwithstanding anything else to the contrary set forth in this
      Agreement, if (i) an agreement is executed by the Corporation or the
      Company providing for any of

                                        3

<PAGE>

      the transactions or events constituting a Change of Control as defined
      herein, and the agreement subsequently expires or is terminated without
      the transaction or event being consummated, and (ii) Executive's
      employment with the Company did not terminate during the period after the
      agreement and prior to such expiration or termination, for purposes of
      this Agreement it shall be as though such agreement was never executed and
      no Change of Control event shall be deemed to have occurred as a result of
      the execution of such agreement.

            1.1.2 "CODE" means the Internal Revenue Code of 1986, as amended.

            1.1.3 "CORPORATION" means Mid Penn Bancorp, Inc.

            1.1.4 "DISABILITY" means the Executive's inability to perform
      substantially all the normal duties of an executive, as determined by the
      Company's Board of Directors in its sole discretion. As a condition to any
      benefits, the Company may require the Executive to submit to such physical
      or mental evaluations and tests as the Board of Directors deems
      appropriate.

            1.1.5 "ELECTION FORM" means the Form attached as Exhibit A.

            1.1.6 "BONUSES" means the total bonuses payable to the Executive.

            1.1.7 "NORMAL BENEFIT AGE" means the Executive's 62nd birthday.

            1.1.8 "NORMAL BENEFIT DATE" means the later of the Normal Benefit
      Age or the Executive's Termination of Service.

            1.1.9 "TERMINATION OF SERVICE" means the Executive's ceasing to be a
      member of the Company's Board of Directors for any reason other than
      death.

                                        4

<PAGE>

                                    ARTICLE 2

                                DEFERRAL ELECTION

      2.1 INITIAL ELECTION. The Executive shall make an initial deferral
election under this Agreement by filing with the Company a signed Election Form
within thirty (30) days after the date of this Agreement. The Election Form
shall set forth the amount of Bonuses to be deferred, provided such deferral
shall not exceed a cumulative total of $100,000. The Election Form shall be
effective to defer only bonuses earned after the date the Election Form is
received by the Company.

      2.2   ELECTION CHANGES

            2.2.1 GENERALLY. The Executive may modify the amount of bonuses to
      be deferred annually by filing a new Election Form with the Company. The
      modified deferral shall not be effective until the calendar year following
      the year in which the subsequent Election Form is received by the Company.
      The Executive may not change the form of benefit payment initially elected
      under Section 2.1 without the written approval of the Board of Directors
      of the Company.

            2.2.2 HARDSHIP. If an unforeseeable financial emergency arising from
      the death of a family member, divorce, sickness, injury, catastrophe or
      similar event outside the control of the Executive occurs, the Executive,
      by written instructions to the Company may reduce future deferrals under
      this Agreement.

                                    ARTICLE 3

                                DEFERRAL ACCOUNT

      3.1 ESTABLISHING AND CREDITING. The Company shall establish a Deferral
Account

                                        5

<PAGE>

on its books for the Executive, and shall credit to the Deferral Account the
following amounts:

            3.1.1 DEFERRALS. The Bonuses deferred by the Executive as of the
      time the Bonuses would have otherwise been paid to the Executive.

            3.1.2 INTEREST. Interest is to be compounded semi-annually on the
      account balance using an annual rate equal to 8.00%.

      3.2 STATEMENT OF ACCOUNTS. The Company shall provide to the Executive,
within one hundred twenty (120) days after each anniversary of this Agreement, a
statement setting forth the Deferral Account balance.

      3.3 ACCOUNTING DEVICE ONLY. The Deferral Account is solely a device for
measuring amounts to be paid under this Agreement. The Deferral Account is not a
trust fund of any kind. The Executive is a general unsecured creditor of the
Company for the payment of benefits. The benefits represent the mere Company
promise to pay such benefits. The Executive's rights are not subject in any
manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, attachment, or garnishment by the Executive's creditors.

                                    ARTICLE 4

                                LIFETIME BENEFITS

      4.1 NORMAL TERMINATION BENEFIT. Upon the Executive's Normal Benefit Date,
the Company shall pay to the Executive the benefit described in this Section 4.1
in lieu of any other benefit under this Agreement.

            4.1.1 AMOUNT OF BENEFIT. The benefit under this Section 4.1 is the
      Deferral

                                        6

<PAGE>

      Account balance at the Executive's Termination of Service.

            4.1.2 PAYMENT OF BENEFIT. The Company shall pay the benefit to the
      Executive [X] in a lump sum [OPTION 2] in equal monthly installments over
      10 years commencing on the first day of the month following the
      Executive's Normal Benefit Date. The Company shall amortize the Deferral
      Account balance using the interest rate described in Section 3.1.2.

      4.2 EARLY TERMINATION BENEFIT. If the Executive terminates service as an
executive before the Normal Benefit Age for reasons other than death or
Disability, the Company shall pay to the Executive the benefit described in this
Section 4.2. in lieu of any other benefit under this Agreement.

            4.2.1 AMOUNT OF BENEFIT. The benefit under this Section 4.2 is
      Deferral Account balance at the Executive's Normal Benefit Age. Interest
      shall be credited to the account between the Executive's date of
      Termination of Service and his Normal Benefit Age as specified in Section
      3.1.2.

            4.2.2 PAYMENT OF BENEFIT. The Company shall pay the benefit to the
      Executive [X] in a lump sum [OPTION 2] in equal monthly installments over
      10 years commencing on the first day of the month following the
      Executive's Normal Benefit Age. The Company shall continue to credit
      interest as described in Section 3.1.2 on the balance of the Deferred
      Account until all payments have been distributed.

      4.3 DISABILITY BENEFIT. Upon Termination of Service for Disability prior
to the Normal Benefit Age, the Company shall pay to the Executive the benefit
described in this Section 4.3 in lieu of any other benefit under this Agreement.

                                        7

<PAGE>

            4.3.1 AMOUNT OF BENEFIT. The benefit under this Section 4.3 is the
      Deferral Account balance at the Executive's Termination of Service.

            4.3.2 PAYMENT OF BENEFIT. The Company shall pay the benefit to the
      Executive [X] in a lump sum [OPTION 2] in equal monthly installments over
      15 years commencing on the first day of the month following the
      Executive's Termination of Service. The Company shall continue to credit
      interest as described in Section 3.1.2 on the balance of the Deferred
      Account until all payments have been distributed.

      4.4 CHANGE OF CONTROL BENEFIT. Upon a Change of Control while the
Executive is in the active service of the Company, the Company shall pay to the
Executive the benefit described in this Section 4.4 in lieu of any other benefit
under this Agreement.

            4.4.1 AMOUNT OF BENEFIT. The benefit under this Section 4.4 is the
      Deferral Account balance at the date of the Executive's Termination of
      Service.

            4.4.2 PAYMENT OF BENEFIT. The Company shall pay the benefit to the
      Executive [X] in a lump sum [OPTION 2] in equal monthly installments over
      15 years commencing on the first day of the month following the
      Executive's Termination of Service. The Company shall continue to credit
      interest as described in Section 3.1.2 on the balance of the Deferred
      Account until all payments have been distributed.

      4.5 HARDSHIP DISTRIBUTION. Upon the Company's determination (following
petition by the Executive) that the Executive has suffered an unforeseeable
financial emergency as described in Section 2.2.2, the Company shall distribute
to the Executive all or a portion of the Deferral Account balance as determined
by the Company, but in

                                        8

<PAGE>

no event shall the distribution be greater than is necessary to relieve the
financial hardship.

                                    ARTICLE 5

                                 DEATH BENEFITS

      5.1 DEATH PRIOR TO COMMENCEMENT OF BENEFIT PAYMENTS. If the Executive dies
prior to commencement of benefit payments, the Company shall pay to the
Executive's beneficiary the benefit described in this Section 5.1 in lieu of any
other benefit under this Agreement.

            5.1.1 AMOUNT OF BENEFIT. The benefit amount under Section 5.1 is the
      greater of the Deferral Account balance or $274,000.

            5.1.2 PAYMENT OF BENEFIT. The Company shall pay the benefit to the
      beneficiary [X] in a lump sum [OPTION 2] in equal monthly installments
      over 10 years commencing on the first day of the month following the
      Executive's death. The Company shall amortize the Deferral Account balance
      as described in 3.1.2.

      5.2 DEATH DURING BENEFIT PERIOD. If the Executive dies after benefit
payments have commenced under this Agreement but before receiving all such
payments, the Company shall pay the remaining benefits to the Executive's
beneficiary at the same time and in the same amounts they would have been paid
to the Executive had the Executive survived.

                                    ARTICLE 6

                                  BENEFICIARIES

                                        9

<PAGE>

      6.1 BENEFICIARY DESIGNATIONS. The Executive shall designate a beneficiary
by filing a written designation with the Company. The Executive may revoke or
modify the designation at any time by filing a new designation. However,
designations will only be effective if signed by the Executive and accepted by
the Company during the Executive's lifetime. The Executive's beneficiary
designation shall be deemed automatically revoked if the beneficiary predeceases
the Executive, or if the Executive names a spouse as beneficiary and the
marriage is subsequently dissolved. If the Executive dies without a valid
beneficiary designation, all payments shall be made to the Executive's estate.

      6.2 FACILITY OF PAYMENT. If a benefit is payable to a minor, to a person
declared incompetent, or to a person incapable of handling the disposition of
his or her property, the Company may pay such benefit to the guardian, legal
representative or person having the care or custody of such minor, incompetent
person or incapable person. The Company may require proof of incompetence,
minority or guardianship as it may deem appropriate prior to distribution of the
benefit. Such distribution shall completely discharge the Company from all
liability with respect to such benefit.

                                    ARTICLE 7

                               GENERAL LIMITATIONS

      In lieu of any other benefit under this Agreement, the Company shall pay
the Executive (or his beneficiary if applicable) the Executive's Deferral
Account Balance in a lump sum within 60 days after Termination of Service under
the following conditions:

      7.1 TERMINATION FOR CAUSE. If the Company terminates the Executive's
service as an executive for:

            7.1.1 Gross negligence or gross neglect of duties;

                                       10

<PAGE>

            7.1.2 Commission of a felony or of a gross misdemeanor involving
      moral turpitude; or

            7.1.3 Fraud, disloyalty, dishonesty or willful violation of any law
      or significant Company policy committed in connection with the Executive's
      service and resulting in an adverse financial effect on the Company.

      7.2 SUICIDE. If the Executive commits suicide within two years after the
date of this Agreement, or if the Executive has made any material misstatement
of fact on any application for life insurance purchased by the Company.

                                    ARTICLE 8

                          CLAIMS AND REVIEW PROCEDURES

      8.1 CLAIMS PROCEDURE. The Company shall notify any person or entity that
makes a claim against the Agreement (the "Claimant") in writing, within ninety
(90) days of Claimant's written application for benefits, of Claimant's
eligibility or ineligibility for benefits under the Agreement. If the Company
determines that the Claimant is not eligible for benefits or full benefits, the
notice shall set forth (1) the specific reasons for such denial, (2) a specific
reference to the provisions of the Agreement on which the denial is based, (3) a
description of any additional information or material necessary for the Claimant
to perfect Claimant's claim, and a description of why it is needed, and (4) an
explanation of the Agreement's claims review procedure and other appropriate
information as to the steps to be taken if the Claimant wishes to have the claim
reviewed. If the Company determines that there are special circumstances
requiring additional time to make a decision, the Company shall notify the
Claimant of the special circumstances and the date by which a decision is
expected to be made, and may extend the time for up to an additional ninety-day
period.

                                       11

<PAGE>

      8.2 REVIEW PROCEDURE. If the Claimant is determined by the Company not to
be eligible for benefits, or if the Claimant believes that Claimant is entitled
to greater or different benefits, the Claimant shall have the opportunity to
have such claim reviewed by the Company by filing a petition for review with the
Company within sixty (60) days after receipt of the notice issued by the
Company. Said petition shall state the specific reasons which the Claimant
believes entitle Claimant to benefits or to greater or different benefits.
Within sixty (60) days after receipt by the Company of the petition, the Company
shall afford the Claimant (and counsel, if any) an opportunity to present
Claimant's position to the Company orally or in writing, and the Claimant (or
counsel) shall have the right to review the pertinent documents. The Company
shall notify the Claimant of its decision in writing within the sixty-day
period, stating specifically the basis of its decision, written in a manner
calculated to be understood by the Claimant and the specific provisions of the
Agreement on which the decision is based. If, because of the need for a hearing,
the sixty-day period is not sufficient, the decision may be deferred for up to
another sixty-day period at the election of the Company, but notice of this
deferral shall be given to the Claimant.

                                    ARTICLE 9

                           AMENDMENTS AND TERMINATION

      This Agreement may be amended or terminated only by a written agreement
signed by the Company and the Executive.

                                   ARTICLE 10

                                  MISCELLANEOUS

      10.1 BINDING EFFECT. This Agreement shall bind the Executive and the
Company, and their beneficiaries, survivors, executors, administrators and
transferees.

                                       12

<PAGE>

      10.2 NO GUARANTEE OF SERVICE. This Agreement is not a contract for
services. It does not give the Executive the right to remain an executive of the
Company, nor does it interfere with the shareholders' rights to replace the
Executive. It also does not require the Executive to remain an executive nor
interfere with the Executive's right to terminate services at any time.

      10.3 NON-TRANSFERABIlITY. Benefits under this Agreement cannot be sold,
transferred, assigned, pledged, attached or encumbered in any manner.

      10.4 TAX WITHHOLDING. The Company shall withhold any taxes that are
required to be withheld from the benefits provided under this Agreement.

      10.5 APPLICABLE LAW. The Agreement and all rights hereunder shall be
governed by the laws of the Commonwealth of Pennsylvania, except to the extent
preempted by the laws of the United States of America.

      10.6 UNFUNDED ARRANGEMENT. The Executive and beneficiary are general
unsecured creditors of the Company for the payment of benefits under this
Agreement. The benefits represent the mere promise by the Company to pay such
benefits. The rights to benefits are not subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or
garnishment by creditors. Any insurance on the Executive's life is a general
asset of the Company to which the Executive and beneficiary have no preferred or
secured claim.

      10.7 REORGANIZATION. The Company shall not merge or consolidate into or
with another company, or reorganize, or sell substantially all of its assets to
another company, firm, or person unless such succeeding or continuing company,
firm, or person agrees to assume and discharge the obligations of the Company
under this Agreement.

                                       13

<PAGE>

      10.8 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the Company and the Executive as to the subject matter hereof. No rights
are granted to the Executive by virtue of this Agreement other than those
specifically set forth herein.

      10.9 ADMINISTRATION. The Company shall have powers which are necessary to
administer this Agreement, including but not limited to:

            10.9.1 Interpreting the provisions of the Agreement;

            10.9.2 Establishing and revising the method of accounting for the
      Agreement;

            10.9.3 Maintaining a record of benefit payments; and

            10.9.4 Establishing rules and prescribing any forms necessary or
      desirable to administer the Agreement.

                                       14

<PAGE>

      IN WITNESS WHEREOF, the Executive and a duly authorized Company officer
have signed this Agreement.

EXECUTIVE:                                  COMPANY:

                                            MID PENN BANK

/s/ Alan Dakey                              By /s/  [ILLEGIBLE]
----------------------------                   ------------------------------
                                            Title Chairman

      By execution hereof, Mid Penn Bancorp, Inc. consents to and agrees to be
bound by the terms and condition of this Agreement.

ATTEST:                                     CORPORATION:
                                            MID PENN BANCORP, INC.

/s/  [ILLEGIBLE]                            By /s/  [ILLEGIBLE]
----------------------------                   ------------------------------
                                            Title Chairman

                                       15
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.13
<SEQUENCE>5
<FILENAME>exhibit_10-13.txt
<TEXT>

                                SECOND AMENDMENT
                                     TO THE
                                  MID PENN BANK
              AMENDED AND RESTATED DIRECTOR DEFERRED FEE AGREEMENT
                              DATED JANUARY 1, 2005
                           AND AMENDED JUNE 28, 2007
                                       FOR
                                   ALAN DAKEY

      This Second Amendment is adopted this 26 day of March, 2008, by MID PENN
BANK, a state-chartered commercial bank located in Millersburg, Pennsylvania
(the "Company"), and ALAN DAKEY (the "Director").

      The Company and the Director executed the Amended and Restated Director
Deferred Fee Agreement effective as of January 1, 2005 and a First Amendment was
executed on June 28, 2007 (the "Agreement").

      The undersigned hereby amend the Agreement for the purpose of updating the
death benefit. Therefore, the following changes shall be made:

      SECTION 5.1.1 OF THE AGREEMENT SHALL BE DELETED IN ITS ENTIRETY AND
REPLACED BY THE FOLLOWING:

5.1.1 AMOUNT OF BENEFIT. The benefit under this Section 5.1 is the Deferral
      Account balance at the Executive's death.

      IN WITNESS OF THE ABOVE, the Company and the Director hereby consent to
this First Amendment.

Director:                                  MID PENN BANK

   /s/ Alan Dakey                          By /s/  [ILLEGIBLE]
------------------------------                ------------------------------
ALAN DAKEY                                 Title V. P.

                                       1

<PAGE>

                                SECOND AMENDMENT
                                     TO THE
                                  MID PENN BANK
              AMENDED AND RESTATED DIRECTOR DEFERRED FEE AGREEMENT
                              DATED JANUARY 1, 2005
                           AND AMENDED JUNE 28, 2007
                                       FOR
                                   ALAN DAKEY

      This Second Amendment is adopted this 26 day of March, 2008, by MID PENN
BANK, a state-chartered commercial bank located in Millersburg, Pennsylvania
(the "Company"), and ALAN DAKEY (the "Director").

      The Company and the Director executed the Amended and Restated Director
Deferred Fee Agreement effective as of January 1, 2005 and a First Amendment was
executed on June 28, 2007 (the "Agreement").

      The undersigned hereby amend the Agreement for the purpose of updating the
death benefit. Therefore, the following changes shall be made:

      SECTION 5.1.1 OF THE AGREEMENT SHALL BE DELETED IN ITS ENTIRETY AND
REPLACED BY THE FOLLOWING:

5.1.1 AMOUNT OF BENEFIT. The benefit under this Section 5.1 is the Deferral
      Account balance at the Executive's death.

      IN WITNESS OF THE ABOVE, the Company and the Director hereby consent to
this First Amendment.

Director:                                  MID PENN BANK

   /s/ Alan Dakey                          By /s/  [ILLEGIBLE]
------------------------------                ------------------------------
ALAN DAKEY                                 Title V. P.

                                       1

<PAGE>

                                  MID PENN BANK

                              AMENDED AND RESTATED

                         DIRECTOR DEFERRED FEE AGREEMENT

      THIS AMENDED AND RESTATED DIRECTOR DEFERRED FEE AGREEMENT ("Agreement") is
effective the 1st day of January, 2005, by and among Mid Penn Bank, a state
commercial bank located in Millersburg, Pennsylvania (the "Company"), Mid Penn
Bancorp, Inc., a Pennsylvania corporation (the "Corporation") and Alan Dakey
(the "Director").

                                   WITNESSETH:

      WHEREAS, the Company and the Director entered into a certain Director
Deferred Fee Agreement dated December 30, 2005; and

      WHEREAS, the Company and the Director wish to amend the Director Deferred
Fee Agreement for compliance with Section 409A of the Internal Revenue Code
("Section 409A"); and

      WHEREAS, the Company wishes to encourage the Director to remain a member
of the Company's Board of Directors, and the Company is willing to provide to
the Director a deferred fee opportunity, the benefits of which will be payable
from the Company's general assets.

      NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the parties hereby agree as follows:

                                    ARTICLE 1
                                   DEFINITIONS

      1.1 DEFINITIONS. Whenever used in this Agreement, the following words and
phrases shall have the meanings specified:

          1.1.1 A Change in Control (other than one occurring by reason of an
      acquisition of the Company by Employee) shall be deemed to have occurred
      if the Board of Directors of the Company certifies on an objective basis
      that one of the

                                        1

<PAGE>

      following has occurred:

                  (A) a sale or other transfer of ownership of all or
            substantially all (50% or more of the total gross fair market value)
            of the assets of Company to any individual, corporation,
            partnership, trust, or other entity or organization (a "Person") or
            group of Persons acting in concert as a partnership or other group,
            other than a Person controlling, controlled by, or under common
            control with Company;

                  (B) any Person or group of Persons acting in concert as a
            partnership or other group, other than a Person controlling,
            controlled by, or under common control with Company, acquires
            ownership of stock in Company, that together with stock held by such
            Person or group, constitutes more than 50 percent of the total fair
            market value or total voting power of the stock of Company, provided
            such Person or group did not own more than 50 percent of the total
            fair market value or total voting power of the stock of Company
            prior to such acquisition; or

                  (C) the replacement of a majority of members of the
            Corporation's Board of Directors over any period of one year or less
            by directors whose appointment or election is not endorsed by a
            majority of the members of the Corporation's Board of Directors
            prior to the date of the appointment or election.

      Notwithstanding anything else to the contrary set forth in this Agreement,
if (i) an agreement is executed by the Corporation or the Company providing for
any of the transactions or events constituting a Change in Control as defined
herein, and the agreement subsequently expires or is terminated without the
transaction or event being consummated, and (ii) Director's membership on the
Company's Board did not terminate during the period after the agreement and
prior to such expiration or termination, for purposes of this Agreement it shall
be as though such agreement was never executed and no Change in Control event
shall be deemed to have occurred as a result of the execution of such agreement.

            1.1.2 "CODE" means the Internal Revenue Code of 1986, as amended.

                                        2

<PAGE>

            1.1.3 "CORPORATION" means Mid Penn Bancorp, Inc.

            1.1.4 "DISABILITY" means the Director's inability to engage in any
      substantial gainful activity by reason of any medically determinable
      physical or mental impairment that can be expected to result in death or
      can be expected to last for a continuous period of not less than twelve
      (12) months.

            1.1.5 "ELECTION FORM" means the Form attached as Exhibit A.

            1.1.6 "FEES" means the total director fees payable to the Director.

            1.1.7 "NORMAL BENEFIT AGE" means the Director's 70th birthday.

            1.1.8 "NORMAL BENEFIT DATE" means the later of the Normal Benefit
      Age or the Director's Termination of Service.

            1.1.9 "TERMINATION OF SERVICE" means the Director's ceasing to be a
      member of the Company's Board of Directors for any reason other than
      death.

                                    ARTICLE 2
                                    ELECTIONS

      2.1 DEFERRAL ELECTION. The Director shall make a deferral election under
this Agreement by filing with the Company a signed Election Form. The Election
Form shall set forth the amount of Fees to be deferred. The Election Form shall
be effective to defer only Fees earned in the calendar year following the date
the Election Form is received by the Company and shall be irrevocable as of the
last day of the calendar year preceding the year for which the election is made.
For years after 2006, Fees may be deferred up to a maximum amount of Eight
Thousand Dollars ($8,000.00).

                                        3

<PAGE>

      2.2 DEFERRAL ELECTION CHANGES

            2.2.1 GENERALLY. An Election Form on file with the Company shall
      remain effective for future years, and shall become irrevocable as of
      December 31 of each immediately preceding year, until such time as the
      Director changes the deferral election by submitting a new Election Form;
      provided, however, that any such change shall not be effective until the
      calendar year following the year in which the new Election Form is
      received by the Company.

            2.2.2 HARDSHIP. In the event of an unforeseeable emergency
      constituting a severe financial hardship of the Director or the Director's
      beneficiary resulting from an illness or accident of the Director or
      beneficiary, the Director's or beneficiary's spouse or the Director's or
      beneficiary's dependent (as defined in Code Section 152(a)); loss of the
      Director's or beneficiary's property due to casualty; or other similar
      extraordinary and unforeseeable circumstances arising as a result of
      events beyond the control of the Director or beneficiary, the Director, by
      written instructions to the Company, may cancel future deferrals under
      this Agreement. Subsequent to such cancellation, the Director may elect to
      make additional deferrals under this Agreement upon filing a new Election
      Form setting forth the amounts to be deferred; provided, however, that any
      such new election will not be effective before the beginning of the year
      following the year in which such election is made.

      2.3 DISTRIBUTION ELECTIONS. The time at which benefits under this
Agreement will be paid and their manner of distribution are specified below. The
Director may not change the time or manner of benefit payment under this
Agreement without the written approval of the Board of Directors of the Company.
Any change in the time or form of benefit payment (i) may not take effect until
at least 12 months after the date on which an election to make such change is
received in writing by the Company and approved by the Board of Directors; (ii)
in the case of an election related to a payment not attributable to death,
disability or hardship, as provided in this Agreement, must defer payment for a
period of not less than 5 years from the date such payment would otherwise have
been made; and (iii) in the case of any election related

                                        4

<PAGE>

to a payment based upon a specified time or fixed schedule may not be made less
than 12 months prior to the date of the first scheduled payment. For purposes of
changing the time or form of benefits distribution, if the Director has elected
in this Agreement an installment form of payment, the installments shall be
treated as a single payment occurring on the date of the first installment, and
subject to the other rules for changes in distribution elections as set forth
above, the Director may elect to receive a lump sum payment five years after the
first installment payment would otherwise have been made. Notwithstanding the
foregoing, a Director may, on or before December 31, 2006, make distribution
elections different from those previously made by the Director without regard to
the limitations described in (i), (ii) and (iii) of this Section 2.3; provided,
however, that the Director may not make any election that would have the effect
of deferring payment to a later year of an amount that would otherwise be
payable in 2006 or that would have the effect of causing a payment to be made in
2006 that would otherwise be paid after 2006, and any such purported election by
the Director shall be ineffective. Similarly, a Director may, on or before
December 31, 2007, make distribution elections different from those previously
made by the Director without regard to the limitations described in (i), (ii)
and (iii) of this Section 2.3; provided, however, that the Director may not make
any election that would have the effect of deferring payment to a later year of
an amount that would otherwise be payable in 2007 or that would have the effect
of causing a payment to be made in 2007 that would otherwise be paid after 2007,
and any such purported election by the Director shall be ineffective.

                                    ARTICLE 3
                                DEFERRAL ACCOUNT

      3.1 ESTABLISHING AND CREDITING. The Company shall establish a Deferral
Account on its books for the Director, and shall credit to the Deferral Account
the following amounts:

            3.1.1 DEFERRALS. The Fees deferred by the Director as of the time
      the Fees would have otherwise been paid to the Director.

            3.1.2 INTEREST. Effective December 31, 2006 interest shall be
      compounded semi-annually on the account balance using an annual rate equal
      to the 5-year Treasury rate as of the last day of the immediately
      preceding calendar year plus two percent (2%).

                                        5

<PAGE>

      3.2 STATEMENT OF ACCOUNTS. The Company shall provide to the Director,
within one hundred twenty (120) days after each anniversary of this Agreement, a
statement setting forth the Deferral Account balance.

      3.3 ACCOUNTING DEVICE ONLY. The Deferral Account is solely a device for
measuring amounts to be paid under this Agreement. The Deferral Account is not a
trust fund of any kind. The Director is a general unsecured creditor of the
Company for the payment of benefits. The benefits represent the mere Company
promise to pay such benefits. The Director's rights are not subject in any
manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, attachment, or garnishment by the Director's creditors.

                                    ARTICLE 4
                                LIFETIME BENEFITS

      4.1 NORMAL TERMINATION BENEFIT. Upon the Director's Termination of Service
on or after attainment of Normal Benefit Age, the Company shall pay to the
Director the benefit described in this Section 4.1 in lieu of any other benefit
under this Agreement.

            4.1.1 AMOUNT OF BENEFIT. The benefit under this Section 4.1 is the
      Deferral Account balance at the Director's Termination of Service.

            4.1.2 PAYMENT OF BENEFIT. The Company shall pay the benefit to the
      Director in [OPTION 1] a lump sum or [OPTION 2] equal monthly installments
      over_____ years commencing on the first day of the month following the
      Director's Normal Benefit Date. The Company shall continue to credit
      interest as described in Section 3.1.2 on the balance of the Deferral
      Account until all payments have been distributed.

      4.2 EARLY TERMINATION BENEFIT. If the Director terminates service as a
director before the Normal Benefit Age for reasons other than death or
Disability, the Company shall pay to the Director the benefit described in this
Section 4.2. in lieu of any other benefit under this Agreement.

            4.2.1 AMOUNT OF BENEFIT. The benefit under this Section 4.2 is the
      Deferral

                                        6

<PAGE>

      Account balance at the Director's Normal Benefit Age. Interest shall be
      credited to the account between the Director's date of Termination of
      Service and the Director's Normal Benefit Age as specified in Section
      3.1.2.

            4.2.2 PAYMENT OF BENEFIT. The Company shall pay the benefit to the
      Director in [OPTION 1] a lump sum or [OPTION 2] equal monthly installments
      over _______ years commencing on the first day of the month following the
      Director's Normal Benefit Age. The Company shall continue to credit
      interest as described in Section 3.1.2 on the balance of the Deferral
      Account until all payments have been distributed.

      4.3 DISABILITY BENEFIT. Upon a certification of Disability as defined in
Section 1.1.4 and prior to the Normal Benefit Age, the Company shall pay to the
Director the benefit described in this Section 4.3 in lieu of any other benefit
under this Agreement.

            4.3.1 AMOUNT OF BENEFIT. The benefit under this Section 4.3 is the
      Deferral Account balance at the time of certification of Disability.

            4.3.2 PAYMENT OF BENEFIT. The Company shall pay the benefit to the
      Director in [OPTION 1] a lump sum or [OPTION 2] equal monthly installments
      over _______ years commencing on the first day of the month following
      certification of the Director's Disability. The Company shall continue to
      credit interest as described in Section 3.1.2 on the balance of the
      Deferral Account until all payments have been distributed.

      4.4 CHANGE IN CONTROL BENEFIT. Upon the Director's Termination of Service
within two years after a Change in Control, the Company shall pay to the
Director the benefit described in this Section 4.4 in lieu of any other benefit
under this Agreement.

            4.4.1 AMOUNT OF BENEFIT. The benefit under this Section 4.4 is the
      Deferral Account balance at the date of the Director's Termination of
      Service.

            4.4.2 PAYMENT OF BENEFIT. The Company shall pay the benefit to the
      Director in

                                        7

<PAGE>

      [OPTION 1] a lump sum or [OPTION 2] equal monthly installments over
      _______ years commencing on the first day of the month following the
      Director's Termination of Service. The Company shall continue to credit
      interest as described in Section 3.1.2 on the balance of the Deferral
      Account until all payments have been distributed.

      4.5 HARDSHIP DISTRIBUTION. Upon the Company's determination (following
petition by the Director) that the Director has suffered an unforeseeable
emergency as described in Section 2.2.2, the Company shall distribute to the
Director all or a portion of the Deferral Account balance as determined by the
Company, but in no event shall the distribution amount exceed the amount
reasonably necessary to satisfy the emergency need (which may include amounts
necessary to pay any federal, state or local income taxes or penalties
reasonably anticipated to result from the distribution). A distribution on
account of unforeseeable emergency may not be made to the extent that such
emergency is or may be relieved through reimbursement or compensation from
insurance or otherwise, by liquidation of the Director's assets (to the extent
the liquidation of such assets would not cause severe financial hardship) or by
cessation of deferrals under Section 2.2.2, and determination of the amount
reasonably necessary to satisfy the emergency need shall take into account any
additional compensation available to the Director as a result of a cessation of
deferrals.

      4.6 Notwithstanding the foregoing, in the event that the Director is
determined to be a specified employee, as defined in Section 409A, any payment
that is made on account of a separation from service, as defined in Section
409A, shall be delayed to the date that is one day after six months from the
date of the Director's separation from service. In the event that any
installment payments are delayed pursuant to this Section 4.6, such delayed
payments will be accumulated and paid in one lump sum on the delayed payment
date and any remaining payments shall be made in accordance with the otherwise
applicable schedule of payments.

                                    ARTICLE 5
                                 DEATH BENEFITS

      5.1 DEATH PRIOR TO COMMENCEMENT OF BENEFIT PAYMENTS. If the Director dies
prior to

                                       8

<PAGE>

commencement of benefit payments, the Company shall pay to the Director's
beneficiary the benefit described in this Section 5.1 in lieu of any other
benefit under this Agreement.

            5.1.1 AMOUNT OF BENEFIT. The benefit amount under Section 5.1 is the
      greater of the Deferral Account balance at the Director's death or Two
      Hundred Three Thousand One Hundred Dollars ($203,100).

            5.1.2 PAYMENT OF BENEFIT. The Company shall pay the benefit to the
      beneficiary in [OPTION 1] a lump sum or [OPTION 2] equal monthly
      installments over _______ years commencing on the first day of the month
      following the Director's death. The Company shall continue to credit
      interest as described in Section 3.1.2 on the balance of the Deferral
      Account until all payments have been distributed.

      5.2 DEATH DURING BENEFIT PERIOD. If the Director dies after benefit
payments have commenced under this Agreement but before receiving all such
payments, the Company shall pay the remaining benefits to the Director's
beneficiary at the same time and in the same amounts they would have been paid
to the Director had the Director survived.

                                    ARTICLE 6
                                  BENEFICIARIES

      6.1. BENEFICIARY DESIGNATIONS. The Director shall designate a beneficiary
by filing a written designation with the Company. The Director may revoke or
modify the designation at any time by filing a new designation. However,
designations will only be effective if signed by the Director and accepted by
the Company during the Director's lifetime. The Director's beneficiary
designation shall be deemed automatically revoked if the beneficiary predeceases
the Director, or if the Director names a spouse as beneficiary and the marriage
is subsequently dissolved. If the Director dies without a valid beneficiary
designation, all payments shall be made to the Director's estate.

      6.2 FACILITY OF PAYMENT. If a benefit is payable to a minor, to a person
declared incompetent, or to a person incapable of handling the disposition of
his or her property, the

                                        9

<PAGE>

Company may pay such benefit to the guardian, legal representative or person
having the care or custody of such minor, incompetent person or incapable
person. The Company may require proof of incompetence, minority or guardianship
as it may deem appropriate prior to distribution of the benefit. Such
distribution shall completely discharge the Company from all liability with
respect to such benefit.

                                    ARTICLE 7
                              GENERAL LIMITATIONS

      Notwithstanding anything in this Agreement to the contrary, all interest
that would otherwise be credited to the Director's Deferral Account balance
subsequent to the Director's Termination of Service or death, as applicable,
shall be forfeited in the following circumstances:

      7.1 TERMINATION FOR CAUSE. If the Company terminates the Director's
service as a director for:

            7.1.1 Gross negligence or gross neglect of duties;

            7.1.2 Commission of a felony or of a gross misdemeanor involving
      moral turpitude; or

            7.1.3 Fraud, disloyalty, dishonesty or willful violation of any law
      or significant Company policy committed in connection with the Director's
      service and resulting in an adverse financial effect on the Company.

      7.2 SUICIDE. If the Director commits suicide within two years after the
date of this Agreement, or if the Director has made any material misstatement of
fact on any application for life insurance purchased by the Company.

                                    ARTICLE 8
                          CLAIMS AND REVIEW PROCEDURES

                                       10

<PAGE>

      8.1 CLAIMS PROCEDURE. The Company shall notify any person or entity that
makes a claim for benefits under this Agreement (the "Claimant") in writing,
within ninety (90) days (forty-five (45) days in the case of a claim for
disability benefits) of Claimant's written application for benefits, of
Claimant's eligibility or ineligibility for benefits under the Agreement. If the
Company determines that the Claimant is not eligible for benefits or full
benefits, the notice shall set forth (1) the specific reasons for such denial,
(2) a specific reference to the provisions of the Agreement on which the denial
is based, (3) a description of any additional information or material necessary
for the Claimant to perfect Claimant's claim, and a description of why it is
needed, and (4) an explanation of the Agreement's claims review procedure and
other appropriate information as to the steps to be taken if the Claimant wishes
to have the claim reviewed. If the Company determines that there are special
circumstances requiring additional time to make a decision, the Company shall
notify the Claimant of the special circumstances and the date by which a
decision is expected to be made, and may extend the time for up to an additional
ninety-day period (thirty-day period for disability claims).

      8.2 REVIEW PROCEDURE. If the Claimant is determined by the Company not to
be eligible for benefits, or if the Claimant believes that Claimant is entitled
to greater or different benefits, the Claimant shall have the opportunity to
have such claim reviewed by the Company by filing a petition for review with the
Company within sixty (60) days after receipt of the notice issued by the
Company. Said petition shall state the specific reasons which the Claimant
believes entitle Claimant to benefits or to greater or different benefits.
Within sixty (60) days after receipt by the Company of the petition, the Company
shall afford the Claimant (and counsel, if any) an opportunity to present
Claimant's position to the Company orally or in writing, and the Claimant (or
counsel) shall have the right to review the pertinent documents. The Company
shall notify the Claimant of its decision in writing within the sixty-day period
(forty-five (45) days in the case of a claim for disability benefits), stating
specifically the basis of its decision, written in a manner calculated to be
understood by the Claimant and the specific provisions of the Agreement on which
the decision is based. If, because of the need for a hearing, the sixty-day
period is not sufficient, the decision may be deferred for up to another
sixty-day period (forty-five (45) days for disability claims) at the election of
the Company, but notice of this deferral shall be given to the Claimant.

                                       11

<PAGE>

                                    ARTICLE 9
                           AMENDMENTS AND TERMINATION

      This Agreement may be amended or terminated only by a written agreement
signed by the parties; provided, however, that in the event that this Agreement
is terminated, benefit payments shall be made as though no such termination
occurred unless the termination satisfies the requirements of Section 409A
pertaining to plan terminations allowing a change in the form or timing of
benefit distributions.

                                   ARTICLE 10
                                 MISCELLANEOUS

      10.1 BINDING EFFECT. This Agreement shall bind the parties, and their
beneficiaries, survivors, executors, administrators and transferees.

      10.2 NO GUARANTEE OF SERVICE. This Agreement is not a contract for
services. It does not give the Director the right to remain a director of the
Company, nor does it interfere with the shareholders' rights to replace the
Director. It also does not require the Director to remain a director nor
interfere with the Director's right to terminate services at any time.

      10.3 NON-TRANSFERABILITY. Benefits under this Agreement cannot be sold,
transferred, assigned, pledged, attached or encumbered in any manner.

      10.4 TAX WITHHOLDING. The Company shall withhold any taxes that are
required to be withheld from the benefits provided under this Agreement.

      10.5 APPLICABLE LAW. The Agreement and all rights hereunder shall be
governed by the laws of the Commonwealth of Pennsylvania, except to the extent
preempted by the laws of the United States of America. The provisions of this
Agreement shall be construed consistent with Section 409A of the Internal
Revenue Code and all applicable guidance thereunder so as not to result in the
inclusion in the Director's income of any benefit under this Agreement by reason
of the application of such section.

                                       12

<PAGE>

      10.6 UNFUNDED ARRANGEMENT. The Director and beneficiary are general
unsecured creditors of the Company for the payment of benefits under this
Agreement. The benefits represent the mere promise by the Company to pay such
benefits. The rights to benefits are not subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or
garnishment by creditors. Any insurance policy on the Director's life obtained
by the Company shall be owned by the Company and shall confer no preferred or
secured claim status to such policy or policy benefits on the Director or
beneficiary.

      10.7 REORGANIZATION. The Company shall not merge or consolidate into or
with another company, or reorganize, or sell substantially all of its assets to
another company, firm, or person unless such succeeding or continuing company,
firm, or person agrees to assume and discharge the obligations of the Company
under this Agreement.

      10.8 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties as to the subject matter hereof and supersedes all prior
agreements relating to such subject. No rights are granted to the Director by
virtue of this Agreement other than those specifically set forth herein.

      10.9 ADMINISTRATION. The Company shall have powers which are necessary to
administer this Agreement, including but not limited to:

            10.9.1 Interpreting the provisions of the Agreement;

            10.9.2 Establishing and revising the method of accounting for the
      Agreement;

            10.9.3 Maintaining a record of benefit payments; and

            10.9.4 Establishing rules and prescribing any forms necessary or
      desirable to administer the Agreement.

      IN WITNESS WHEREOF, the Director and a duly authorized Company officer
have signed this Agreement.

                                       13

<PAGE>

DIRECTOR:                                   COMPANY:
                                            MID PENN BANK

         /s/ Alan Dakey                     By: /s/  [ILLEGIBLE]
------------------------------------            --------------------------------
                                            Title: V. P. Human Resource Officer

      By execution hereof, Mid Perm Bancorp, Inc. consents to and agrees to be
bound by the terms and conditions of this Agreement.

ATTEST:                                     CORPORATION:
                                            MID PENN BANCORP, INC.

/s/  [ILLEGIBLE]                            By: /s/  [ILLEGIBLE]
------------------------------------            --------------------------------
                                            Title: Secretary

                                       14
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.1
<SEQUENCE>6
<FILENAME>exhibit311.txt
<TEXT>
<PAGE>
                                                                    EXHIBIT 31.1

                  CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
                         PURSUANT TO EXCHANGE ACT RULES
                   13A-14(A)/15D-14(A) AS ADDED BY SECTION 302
                        OF THE SARBANES-OXLEY ACT OF 2002
                                  CERTIFICATION

I, Edwin D. Schlegel, Interim President and CEO, certify that:

     1.  I have reviewed this quarterly report on Form 10-Q of Mid Penn Bancorp.

     2.  Based on my knowledge, the quarterly report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances under which
         such statements were made, not misleading with respect to the period
         covered by this quarterly report.

     3.  Based on my knowledge, the financial statements, and other financial
         information included in this quarterly report, fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the registrant as of, and for, the periods presented in
         this quarterly report.

     4.  Mid Penn Bancorp's other certifying officer and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
         control over financial reporting (as defined in Exchange Act Rules
         13a-15(f) and 15d-15(f)) for the registrant and we have:

(a)           designed such disclosure controls and procedures, or caused such
              disclosure controls and procedures to be designed under our
              supervision, to ensure that material information relating to the
              registrant, including its consolidated subsidiaries, is made known
              to us by others within those entities, particularly during the
              period in which this quarterly report is being prepared;

(b)               designed such internal control over financial reporting, or
                  caused such internal control over financial reporting to be
                  designed under our supervision, to provide reasonable
                  assurance regarding the reliability of financial reporting and
                  the preparation of financial statements for external purposes
                  in accordance with generally accepted accounting principles;

         (c)      evaluated the effectiveness of the registrant's disclosure
                  controls and procedures and presented in this report our
                  conclusions about the effectiveness of the disclosure controls
                  and procedures as of the end of the period covered by this
                  quarterly report based on such evaluation; and

         (d)      disclosed in this report any change in the registrant's
                  internal control over financial reporting that occurred during
                  the registrant's most recent fiscal quarter that has
                  materially affected, or is reasonably likely to materially
                  affect, the registrant's internal control over financial
                  reporting; and

     5.  Mid Penn Bancorp's other certifying officer and I have disclosed, based
         on our most recent evaluation of internal control over financial
         reporting, to the registrant's auditors and the audit committee of
         registrant's board of directors (or persons performing the equivalent
         function):

         (a)      all significant deficiencies and material weaknesses in the
                  design or operation of the internal control over financial
                  reporting which are reasonably likely to adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial information; and

         (b)      any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal controls over financial reporting.


                                             By /s/ Edwin D. Schlegel
                                                -------------------------------
                                                Interim President and CEO

                                             Date: November 5, 2008


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.2
<SEQUENCE>7
<FILENAME>exhbiit312.txt
<TEXT>
                                                                    EXHIBIT 31.2

                  CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
                         PURSUANT TO EXCHANGE ACT RULES
                   13A-14(A)/15D-14(A) AS ADDED BY SECTION 302
                        OF THE SARBANES-OXLEY ACT OF 2002
                                  CERTIFICATION

I, Kevin W. Laudenslager, Treasurer, certify, that:

     1.  I have reviewed this quarterly report on Form 10-Q of Mid Penn Bancorp.

     2.  Based on my knowledge, the quarterly report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances under which
         such statements were made, not misleading with respect to the period
         covered by this quarterly report.

     3.  Based on my knowledge, the financial statements, and other financial
         information included in this quarterly report, fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the registrant as of, and for, the periods presented in
         this quarterly report.

     4.  Mid Penn Bancorp's other certifying officer and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
         control over financial reporting (as defined in Exchange Act Rules
         13a-15(f) and 15d-15(f)) for the registrant and we have:

         (a) designed such disclosure controls and procedures, or caused such
         disclosure controls and procedures to be designed under our
         supervision, to ensure that material information relating to the
         registrant, including its consolidated subsidiaries, is made known to
         us by others within those entities, particularly during the period in
         which this quarterly report is being prepared;

         (b)      designed such internal control over financial reporting, or
                  caused such internal control over financial reporting to be
                  designed under our supervision, to provide reasonable
                  assurance regarding the reliability of financial reporting and
                  the preparation of financial statements for external purposes
                  in accordance with generally accepted accounting principles;

         (c)      evaluated the effectiveness of the registrant's disclosure
                  controls and procedures and presented in this report our
                  conclusions about the effectiveness of the disclosure controls
                  and procedures as of the end of the period covered by this
                  quarterly report based on such evaluation; and

         (d)      disclosed in this report any change in the registrant's
                  internal control over financial reporting that occurred during
                  the registrant's most recent fiscal quarter that has
                  materially affected, or is reasonably likely to materially
                  affect, the registrant's internal control over financial
                  reporting; and

     5.  Mid Penn Bancorp's other certifying officer and I have disclosed, based
         on our most recent evaluation of internal control over financial
         reporting, to the registrant's auditors and the audit committee of
         registrant's board of directors (or persons performing the equivalent
         function):

         (a)      all significant deficiencies and material weaknesses in the
                  design or operation of the internal control over financial
                  reporting which are reasonably likely to adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial information; and

         (b)      any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal controls over financial reporting.

                                             By /s/ Kevin W. Laudenslager
                                                -------------------------------
                                                Treasurer

                                             Date: November 5, 2008
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32
<SEQUENCE>8
<FILENAME>exhibit32.txt
<TEXT>

                                                                      EXHIBIT 32

                CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND
                           PRINCIPAL FINANCIAL OFFICER
                       PURSUANT TO 18 U.S.C. SECTION 1350
                         AS ADDED BY SECTION 906 OF THE
                           SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of Mid Penn Bancorp (the "Company") on
Form 10-Q for the period ending September 30, 2008, as filed with the Securities
and Exchange Commission on the date hereof (the "Report"), I, Edwin D. Schlegel,
President and CEO, and I, Kevin W. Laudenslager, Treasurer, certify, pursuant to
18 U.S.C. Section 1350, as added pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:

1.   The Report fully complies with the  requirements  of Section 13(a) or 15(d)
     of the Securities Exchange Act of 1934.

2.   To my knowledge,  the information  contained in the Report fairly presents,
     in all material respects the financial  condition and results of operations
     of Mid Penn as of the dates and for the periods expressed in the Report.



                                             By /s/ Edwin D. Schlegel
                                                --------------------------------
                                                Interim President and CEO

                                             Date: November 5, 2008


                                             By /s/ Kevin W. Laudenslager
                                                --------------------------------
                                                Treasurer

                                             Date: November 5, 2008
</TEXT>
</DOCUMENT>
</SUBMISSION>
