UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,WASHINGTON, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

of the Securities Exchange Act of 1934

(Amendment No.      )

Filed by the Registrantx                            Filed by a Party other than the Registrant¨

Check the appropriate box:Appropriate Box:

Mid Penn Bancorp, Inc.MID PENN BANCORP, INC.

(Name of Registrant as Specified Inin Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

349 Union Street, Millersburg, PA 17061

March 27, 2009

Dear Shareholder:Shareholders:

A special meetingIt is my pleasure to invite you to attend the 2009 Annual Meeting of shareholdersShareholders of Mid Penn Bancorp, Inc. (“to be held on Tuesday, April 28, 2009, at 10:00 a.m., prevailing time. The annual meeting will be held at Mid Penn”Penn Bank, 349 Union Street, Millersburg, Pennsylvania 17061.

The Notice of the Annual Meeting and the enclosed proxy statement address the formal business of the meeting. The formal business agenda includes the election of three Class B Directors. At the meeting, management will review the corporation’s operations during the past year and will be available to respond to questions.

You are encouraged to vote your shares, whether or not you plan to attend the meeting. It is very important that you mark, sign, date and return the accompanying proxy as soon as possible in the postage-paid envelope. If you do attend the meeting and wish to vote in person, you must give written notice to the corporation’s Secretary, so your proxy will be superseded by any ballot that you submit at the meeting.

349 Union Street, Millersburg, PA 17061

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD APRIL 28, 2009

TO THE SHAREHOLDERS OF MID PENN BANCORP, INC.:

Notice is hereby given that the Annual Meeting of Shareholders of Mid Penn Bancorp, Inc. will be held at 10:00 a.m., prevailing time, on Tuesday, April 28, 2009, at Mid Penn Bank, 349 Union Street, Millersburg, Pennsylvania 17061, for the following purposes:

“Resolved, that the shareholders hereby approve the executive compensation, as described in the Compensation Discussion and Analysis and the tabular disclosure (together with the accompanying narrative disclosure), regarding named executive officers in this proxy statement.”

In accordance with the corporation’s By-laws and action of the Board of Directors, only those shareholders of record at the close of business on February 17, 2009, are entitled to notice of and to vote at the annual meeting and any adjournment or postponement thereof.

We have enclosed a copy of the corporation’s Annual Report to Shareholders for the fiscal year ended December 31, 2008. You may obtain a copy of the corporation’s annual report on Form 10-K including the financial statements and any exhibits for the 2008 fiscal year, at no cost, by contacting Kevin W. Laudenslager, Vice President and Treasurer, 349 Union Street, Millersburg, Pennsylvania 17061, telephone: (717) 692-2133.

We urge you to mark, sign, date and promptly return your proxy in the enclosed envelope so that you may vote your shares and in order that we may assure the presence of a quorum. The prompt return of your signed proxy, regardless of the number of shares you hold, will aid the corporation in reducing the expense of additional proxy solicitation. Giving your proxy does not affect your right to vote in person if you attend the meeting and give written notice to the Secretary of the corporation.

Millersburg, Pennsylvania

March 27, 2009

Your vote is important.

To vote your shares, please mark, sign and date the enclosed proxy and mail it promptly in the

enclosed, postage-paid return envelope.

349 Union Street, Millersburg, PA 17061

NASDAQ Global Market Trading Symbol: MPB

PROXY STATEMENT

2009 ANNUAL MEETING OF SHAREHOLDERS

APRIL 28, 2009

Mailed to Shareholders on or about March 27, 2009

Table of Contents

FREQUENTLY ASKED QUESTIONS AND ANSWERS

PROXY STATEMENT

FOR THE ANNUAL MEETING OF SHAREHOLDERS OF

MID PENN BANCORP, INC.

APRIL 28, 2009

GENERAL INFORMATION

Date, Time and Place of Annual Meeting

Mid Penn Bancorp, Inc., a Pennsylvania business corporation and registered bank holding company, furnishes this proxy statement in connection with the Board of Directors’ solicitation of proxies to be voted at the 2009 Annual Meeting of Shareholders. The annual meeting will be held at Mid Penn Bank, 349 Union Street, Millersburg, Pennsylvania 17061, on Tuesday, April 28, 2009, at 10:00 a.m., December, 2008,prevailing time. The corporation’s principal executive office is located at:00.m. local time.

The attached Notice of Special Meeting of Shareholders 349 Union Street, Millersburg, Pennsylvania 17061; the telephone number is (717) 692-2133. All inquiries regarding the annual meeting should be directed to Kevin W. Laudenslager, Vice President and Proxy Statement describe the formal business to be transacted at the special meeting. We are asking shareholders to (1) approve and adopt an amendment Mid Penn’s Articles of Incorporation to authorize the issuance of up to 10,000,000 shares of preferred stock and (2) authorize the adjournment or postponement of the special meeting if we need more time to solicit additional votes in favor of the amendment proposal.

We are asking the shareholders to approve and adopt an amendment to Mid Penn’s Articles of Incorporation in order to permit Mid Penn to authorize the issuance of preferred stock so that Mid Penn may become eligible to participate in the U.S. Department of Treasury’s Capital Purchase Program. This program is designed provide certain U.S. financial institutions with low-cost access to Tier I capital thereby encouraging them to provide credit to households. This program is designed to support economic growth by bolstering public confidence in the U.S. financial system. We believe that taking steps to make Mid Penn eligible to participate in the program which would provide low cost Tier I funding is in the best interests of our shareholders. Directors and officersTreasurer of Mid Penn will be present at the special meeting to respond to questions that you might have.Bancorp, Inc.

Your vote is important regardlessDescription of the number of shares you own or whether you attend the special meeting, and it is urgent that you vote your shares as soon as possible so that we comply with the U.S. Treasury’s timeline with respect to the U.S. Treasury’s Capital Purchase Program. If you attend the special meeting, you may withdraw your proxy and vote in person, even if you have previously voted.

Mid Penn Bancorp, Inc.

Notice of Special Meeting of Shareholders

And

Proxy Statement

For the 2008 Special Meeting of Shareholders

To Be Held On December, 2008

Mid Penn Bancorp, Inc. is mailing this Noticea bank holding company under Pennsylvania law and Proxy Statement to shareholdersthe Bank Holding Company Act of 1956. Mid Penn Bank is the corporation’s wholly-owned subsidiary and is a Pennsylvania chartered commercial bank.

on or about November, 2008.

349 Union Street

Millersburg, Pennsylvania 17061

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON DECEMBER, 2008

TO THE SHAREHOLDERS OF MID PENN BANCORP, INC.:

NOTICE IS HEREBY GIVEN that a special meetingA copy of the shareholderscorporation’s Annual Report to Shareholders for the fiscal year ended December 31, 2008, is mailed with this proxy statement. You may also obtain a copy of Mid Penn Bancorp, Inc. (“Mid Penn”) will be heldthe corporation’s annual report on Form 10-K including the financial statements and exhibits for the 2008 fiscal year at Mid Penn Bank,no cost by contacting Kevin W. Laudenslager, Vice President and Treasurer, 349 Union Street, Millersburg, Pennsylvania 17061, on, December, 2008, at.m., local time, fortelephone: (717) 692-2133.

No person has been authorized to provide you with information about the purpose of considering and voting upon proposals regardingcorporation. You should rely only on the following matters:

Only those shareholders of record, atinformation contained in this document or on information to which this document refers. Although it is believed that you have been provided with all the close of business on November, 2008, are entitledinformation helpful to notice of andyou in your decision to vote, events may occur at the special meeting.

The board of directors recommends that the shareholders vote “FOR” the proposal to amend Mid Penn’s Articles of Incorporation authorizing the issuance of preferred stock and “FOR” the proposal to adjourn or postpone the special meeting.

Please promptly sign the enclosed proxy and return it in the enclosed postage-paid envelope. Your proxy is revocable, and you may withdraw it at any time prior to voting at the special meeting. You may deliver a notice of revocation or deliver a later dated proxyPenn Bancorp, Inc. subsequent to the Secretaryprinting of Mid Penn before the vote at the special meeting.

November, 2008

Your vote is important.

Please complete, sign, date, and return your proxy card.

Table of Contents

Introduction

We are sending this proxy statement that might affect your decision or the value of your stock.

Internet Availability of Proxy Materials

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to youBe Held on April 28, 2009. The proxy statement, proxy card and 2008 annual report are available at http://www.cfpproxy.com/5890.

Additional Information

In accordance with Securities Exchange Act Rule 14a-3(3)(1), Mid Penn Bancorp, Inc., in the future intends to deliver only one annual report and proxy statement to multiple shareholders sharing an address unless we receive contrary instructions from one or more of the shareholders.

This method of delivery is known as “householding”. Upon written or oral request, Mid Penn Bancorp, Inc. will promptly deliver a separate copy of the annual report or proxy statement, as applicable, to a shareholder at a shared address to which a single copy of the documents was delivered. Further, shareholders can notify Cindy L. Wetzel at Mid Penn Bancorp, Inc., 349 Union Street, Millersburg, Pennsylvania 17061 or by calling (717) 692-2133 and informing us that the shareholder wishes to receive a separate copy of an annual report or proxy statement in the future. In addition, if you are receiving multiple copies of Mid Penn Bancorp, Inc. (“Mid Penn”) in connection with’s annual report or proxy statement, you may request that we deliver only a single copy of annual reports or proxy statements by notifying us at the solicitationabove address or telephone number.

VOTING PROCEDURES

Solicitation and Voting of proxies for the special meetingProxies

The Board of shareholders to be held at Mid Penn Bank, Millersburg, Pennsylvania 17061, on, December, 2008, at:00.m. local time. Mid Penn’s board of directors is soliciting proxiesDirectors solicits this proxy for use at the specialcorporation’s 2009 annual meeting of shareholders. The corporation’s directors, officers and atbank employees may solicit proxies in person or by telephone, facsimile, email or other similar means without additional compensation. The corporation will pay the cost of preparing, assembling, printing, mailing and soliciting proxies and any adjournments or postponements thereof. additional material that the corporation sends to its shareholders. The corporation will make arrangements with brokerage firms and other custodians, nominees and fiduciaries to forward proxy solicitation materials to the beneficial owners of stock held by these entities. The corporation will reimburse these third parties for their reasonable forwarding expenses.

Only shareholders of record as of the close of business on November, 2008, which we refer to as the record date, will be entitled toFebruary 17, 2009, may vote at the specialannual meeting. The proxy solicitation materials for the special meeting will be distributed to shareholders of record on or about November, 2008.

Information About the Mid Penn Special Meeting of Shareholders

Why is Mid Penn holding a special shareholders’ meeting?

The global and U.S. economies are experiencing significantly reduced business activity as a result of, among other factors, disruptions in the financial system this past year. In response to these economic conditions, Congress passed the Emergency Economic Stabilization Act of 2008 under which it allocated up to $700 billion to protect the U.S. economy, to strengthen public confidence in financial institutions, and to foster the robust functioning of credit markets. Pursuant to the authority of the Emergency Economic Stabilization Act of 2008, the federal government announced several initiatives under the Troubled Assets Relief Program to accomplish the goals of the Emergency Economic Stabilization Act of 2008. One of these initiatives is the U.S. Treasury’s Capital Purchase Program whereby the U.S. Department of Treasury will purchase preferred stock from U.S. financial institutions. Proceeds from the sale of the preferred stock will constitute Tier I capital for bank regulatory purposes. The goal of the U.S. Treasury’s Capital Purchase Program is to encourage U.S. financial institutions to build capital in order to increase the flow of financing to U.S. businesses and consumers and to restore liquidity and stability to the U.S. financial system.

We believe that it is in the best interests of Mid Penn to participate in this program. However, Mid Penn’s Articles of Incorporation do not authorize the issuance of preferred stock. Therefore, Mid Penn must amend its Articles of Incorporation to authorize preferred stock so that it may become eligible to participate in the U.S. Treasury’s Capital Purchase Program.

When is the special meeting?

, December, 2008, at:00.m. local time.

Where will the special meeting be held?

At Mid Penn Bank, 349 Union Street, Millersburg, Pennsylvania 17061.

What matters will be voted on at the special meeting?

Shareholders will be considering and voting on proposals regarding the following matters:

Who can vote?

You are entitled to vote if Mid Penn’scorporation’s records show that, you held shares of Mid Penn’s common stock as of the close of business on November, 2008, thevoting record date, for3,479,780 shares of common stock were outstanding. On all matters to come before the special meeting.

Each shareholder is entitled toannual meeting, shareholders may cast one vote for each share held. Cumulative voting rights do not exist with respect to the election of directors. See “Principal Shareholders” on page 29 for a list of the persons known by the corporation to be beneficial owners of 5% or more of the corporation’s common stock held on November, 2008. On November, 2008, there werestock.

If your shares of common stock issued and outstanding. Common stock is Mid Penn’s only class of voting securities.

How do I vote?

Voting by Proxy. The Mid Penn board of directors is soliciting proxies from the Mid Penn shareholders. This will give Mid Penn shareholders an opportunity to vote at the Mid Penn special meeting of shareholders. When you execute and deliver a valid proxy, a named proxy holder will vote the shares represented byare registered directly in your proxy in accordancename with your instructions. To properly submit a validly executed proxy:

Mid Penn Bancorp, Inc.

Attn: Cindy L. Wetzel

349 Union Street

Millersburg, Pennsylvania 17061

Unless’s transfer agent, Registrar and Transfer Company, you are considered, with respect to those shares, the shareholder of record, and these proxy materials are being sent directly to you by the corporation. As the shareholder of record, you have the right to grant your executedvoting proxy instructs otherwise, the named proxy holder will vote your shares “FOR” the proposal to approve and adopt the amendmentdirectly to the Articles of Incorporationproxy holders or to authorize the issuance of preferred stock, “FOR” the proposal to adjourn or postpone the special meeting, if more time is needed, to allow Mid Penn time to solicit additional votesvote in favor of the amendment proposal, and in accordance with the board of director’s discretion on any other proposal consideredperson at the special meeting.

Voting in Person. If you attend the special meeting, you may deliver The corporation has enclosed a proxy for your completed proxy card in person or may vote by completing a ballot which will be available at the meeting.

How do I vote if my shares are held in “street name”?use.

If your shares are held in ana stock brokerage account at a brokerage firm,or by a bank or other nominee, then that partyyou are considered the beneficial owner of shares held in street name, and these proxy materials are being forwarded to you by your broker or nominee which is considered, with respect to those shares, the shareholder of record for voting purposes and should give you instructions for voting your shares.record. As the beneficial owner, you have the right to direct your broker how to vote and are also invited to attend the meeting. However, because you are not the shareholder of record, you may not vote these shares held in your account are voted.person at the meeting. Your broker bank, or other nominee will not vote your shares unless you provide instructions to your broker, bank, or other nominee on how to vote. You should fill out the voterhas enclosed a voting instruction form sent to you by your broker, bank, or other nominee with this document.

How do I change or revoke my proxy?

You retain the right to revoke proxies at any time before they are exercised. Unless revoked, the shares represented by your proxy will be voted according to your instructions at the special meeting and all adjournments or postponements thereof. There are three wayscard for you to revoke your proxy and change your vote:

If you have instructed a broker or nominee how to vote your shares, you must follow directions received from your broker to change your vote.shares.

May I still attendBy properly completing a proxy, the special meeting if I vote in advance?

Yes. We strongly encourage youshareholder appoints Roberta A. Hoffman, Randall L. Klinger and Eric S. Williams as proxy holders to vote by promptly returning an executedthe shares as indicated on the proxy. Proxy holders will vote any signed proxy, card bynot specifying to the contrary,FOR the election of Jere M. Coxon, Rory G. Ritrievi and Edwin D. Schlegel as Class B directors for 3-year terms expiring in 2012.

The Board of Directors proposes to mail so that your shares willthis proxy statement to the corporation’s shareholders on or about March 27, 2009.

Quorum and Vote Required For Approval

In order to hold the annual meeting, a “quorum” of shareholders must be represented atpresent. Under Pennsylvania law and the special meeting. However, voting your sharescorporation’s By-laws, the presence, in person or by proxy, does not affect your right to attend the special meeting.

What constitutes a quorum?

A quorum must exist to conduct business at the special meeting. Mid Penn will have a quorum and will be able to conduct the business of the special meeting if the holders of a majority of the votes that shareholders areshares entitled to cast are presentvote is necessary to constitute a quorum for the transaction of business at the special meeting,

either in person or by proxy. There wereshares of Mid Penn’s common stock issuedmeeting. The proxy holders will count votes withheld and outstanding on November, 2008, the record date. A majority of the issued and outstanding shares, orshares, present or represented by proxy, will constitute a quorum.

If you vote by proxy, your shares will be included forabstentions when determining the presence of a quorum. Both abstentions and “broker non-votes” also are includedquorum for purposes ofeach matter. The proxy holders will not count broker non-votes when determining the presence of a quorum. Generally,quorum for the particular matter as to which the broker withheld authority.

If a quorum is present, the three candidates for director receiving the highest number of votes cast by shareholders will be elected. The proxy holders will not cast votes withheld or broker non-votes occur when shares held by a broker for a beneficial owner are not voted with respect to a particular proposal because the broker has not received voting instructions from the beneficial owner and the broker lacks discretionary voting power to vote those shares.Board’s nominees.

AssumingIf a quorum what is the vote required to approve the proposals to be considered at the special meeting?

The affirmative vote of a majority of all votes cast, in personpresent, approval and by proxy, at the special meeting is required to approve both the proposal to approve and adopt the amendment to Mid Penn’s Articles of Incorporation authorizing the issuance of preferred stock and the proposal to adjourn or postpone the special meeting, if more time is needed, to allow Mid Penn time to solicit additional votes in favoradoption of the proposed amendment proposal. Under Pennsylvania law, abstentions and broker non-votes are not considered votes cast and, accordingly, will not affect the outcome of any of the matters being voted on at the special meeting.

Do shareholders have dissenters’ rights in regards to the proposals?

Under applicable Pennsylvania law, Mid Penn’s shareholders are not entitled to dissenters’ rights with respect to the proposal to approve and adopt the amendment to Mid Penn’s Articles of Incorporation authorizing the issuance of preferred stock or the proposal to adjourn or postpone the special meeting, if more time is needed, to allow Mid Penn time to solicit additional votes in favor of the amendment proposal.

What is the recommendation of Mid Penn’s board of directors?

Mid Penn’s board of directors unanimously recommends that each shareholder vote “FOR” the proposal to approve and adopt the amendment to the Articles of Incorporation authorizingwill require the issuanceaffirmative vote of preferredat least sixty-six and two-thirds percent (66 2/3%) of the outstanding shares and “FOR”of common stock entitled to vote.

If a quorum is present, approval of the non-binding proposal on executive compensation will require the affirmative vote of the holders of at least a majority of the votes cast at the annual meeting.

Revocability of Proxy

Shareholders of record who sign proxies may revoke them at any time before they are voted by:

You have the right to vote and, if desired, to revoke your proxy any time before the annual meeting. Should you have any questions, please call Cindy L. Wetzel at (717) 692-2133.

Methods of Voting

Voting by Proxy

Voting in Person

GOVERNANCE OF THE CORPORATION

Governance

Our Board of Directors believes that the purpose of corporate governance is to ensure that we maximize shareholder value in a manner consistent with legal requirements and the highest standards of integrity. The Board has adopted and adheres to corporate governance practices, which the Board and senior management believe promote this purpose, are sound and represent best practices. We continually review these governance practices, Pennsylvania law (the state in which we are incorporated), the rules and listing standards of The Nasdaq Stock Market, Inc. (“Nasdaq”) and SEC regulations, as well as best practices suggested by recognized governance authorities.

Currently, our Board of Directors has ten members. Under the Nasdaq standards for independence, the following directors meet the standards for independence: Jere M. Coxon, Matthew G. DeSoto, A. James Durica, Robert C. Grubic, Gregory M. Kerwin, Theodore W. Mowery, Donald E. Sauve and William A. Specht, III. This constitutes more than a majority of our Board of Directors. Only independent directors serve on our Audit, Compensation and Nominating and Corporate Governance Committees.

In determining the directors’ independence, the Board of Directors considered loan transactions between the bank and the directors, their family members and businesses with whom they are associated, as well as any contributions made to non-profit organizations with whom they are associated.

The table below includes a description of other categories or types of transactions, relationships or arrangements considered by the Board (in addition to those listed above) in reaching its determination that the directors are independent.

Name		Independent		Other Transactions/Relationships/Arrangements
Mr. Coxon		Yes		None
Mr. DeSoto		Yes		None
Mr. Durica		Yes		None
Mr. Grubic		Yes		None
Mr. Kerwin		Yes		None
Mr. Mowery		Yes		None
Mr. Sauve		Yes		Food Purchases
Mr. Specht		Yes		None

In each case, the Board determined that none of the transactions above impaired the independence of the director. For more information, please refer to “Certain Relationships and Related Transactions” on page 29.

The corporation’s Board of Directors oversees all business, property and affairs of the corporation. The Chairman and the corporation’s officers keep the members of the Board informed of the corporation’s business through meetings and by providing reports and other materials to the members. During fiscal 2008, the corporation’s and bank’s Boards of Directors each held 14 meetings. In addition, the corporation’s independent Board members held 5 independent Board Meetings during fiscal 2008.

Code of Ethics

In 2003, as required by law and regulation, the corporation and the bank adopted a Code of Ethics. We amended our Code of Ethics twice in 2005 and again on February 22, 2006. We have filed a copy of the amended Code of Ethics that applies to directors, officers and employees with the SEC as Exhibit 14 to the Form 8-K filed on February 27, 2006. The Code of Ethics encourages individuals to report any conduct that they believe in good faith to be an actual or apparent violation of the Code of Ethics. The Code of Ethics is available on theInvestor Relations page of Mid Penn’s website atwww.midpennbank.com.

Shareholder Communications

Any shareholder who wishes to communicate with the Board of Directors may send correspondence to Kevin W. Laudenslager, Vice President and Treasurer, Mid Penn Bancorp, Inc. at 349 Union Street, Millersburg, Pennsylvania 17061. Written communications received from shareholders are shared with the full Board or appropriate committee as warranted. The Board has a complaint procedure for communicating accounting, internal accounting controls and auditing matters. Complaints generated are directed to a separate mailing address, which is under the control of the Chairman of the Audit Committee. Please refer to theInvestor Relations page of Mid Penn’s website atwww.midpennbank.com for complete details.

A shareholder who intends to nominate an individual for election to the Board of Directors (other than a candidate proposed by the Board of Directors) must notify the Secretary of the corporation in compliance with the requirements of Article 10, Section 10.1 of the corporation’s By-laws. Any shareholder who intends to nominate a candidate for election to the Board of Directors must notify the Secretary of the corporation in writing not less than the earlier

of (1) 120 days prior to the anniversary date of the initial proxy materials or of a notice of the meeting by the corporation in connection with the immediately preceding annual meeting of shareholders (which would be November 27, 2009 for the 2010 annual meeting), or (2) the deadline for submitting shareholder proposals for inclusion in a proxy statement and form of proxy as calculated under Rule 14a-8(e) promulgated by the Securities and Exchange Commission.

Annual Meeting Attendance

All directors attended the 2008 Annual Meeting of Shareholders. While the corporation does not have a formal policy regarding attendance, all directors are strongly encouraged to attend the Annual Meeting of Shareholders.

Committees and Meetings of the Corporation’s Board of Directors

During 2008, the Board of Directors of the corporation maintained three standing committees: Audit, Compensation, and Nominating and Corporate Governance Committees which jointly serve the corporation and the bank. Only independent directors serve on these committees. Chairman Schlegel attends committee meetings only when and to the extent requested by the committees. The function of each of these committees is described below.

AUDIT. This committee oversees audit coverage, selects the independent registered public accounting firm, reviews the annual financial statements of the corporation and auditor’s reports, and monitors with management and the auditor the system of internal controls and its accounting and reporting practices. All members of the Audit Committee are non-employee directors and are independent as defined by Nasdaq listing standards. The Audit Committee has a charter which is attached as Appendix A. A. James Durica serves as the Audit Committee Financial Expert and Chairman of this committee.

NOMINATING AND CORPORATE GOVERNANCE. This committee identifies individuals qualified to become Board members, evaluates and selects, or recommends to the Board, director nominees for each election of directors. This committee also monitors and makes recommendations to the Board on other matters of Board policies and practices relating to corporate governance. All members are independent (as independence is currently defined by Nasdaq listing standards). Robert C. Grubic serves as Chairman of this committee.

The Nominating and Corporate Governance Committee has a charter which is attached as Appendix B. Candidates for director must be qualified in terms of education, professional experience, business contacts and special skills. Other less tangible, but equally important, qualifications include general representation from the markets served, enthusiasm, maturity, reputation, compatibility with other Board members, diplomacy and independent judgment. In addition, candidates should have a vested interest in the corporation through ownership of corporation stock. The Nominating and Corporate Governance Committee Policy and Charter was revised in August 2007 and again in July 2008. Board candidates, upon their appointment, are required to own 500 shares with the understanding that they accumulate a minimum of 2,500 shares in total by the end of their second year on the Board. The Board recognizes that Board members have various abilities to acquire shares beyond the minimum threshold depending on their personal circumstances and may, in special circumstances, extend the two-year period for

accumulating 2,500 shares to a longer period of time as determined by the Board. Members are encouraged to continue to accumulate shares over time to solicit additional votesthe extent possible considering their personal circumstances.

The Nominating and Corporate Governance Committee’s process for identifying and evaluating nominees consists of compiling a list of nominees recommended by shareholders, Mid Penn Bancorp, Inc. directors and individuals who have approached officers and directors for consideration. Information is gathered concerning the potential Board member’s location of business and residence, shares owned, profession or business, and deposit and loan relationship with the bank. Personal information about the individual is also gathered to determine if he/she meets the criteria listed in favorthe Nominating and Corporate Governance Committee Policy and Charter. The Nominating and Corporate Governance Committee screens this information to narrow its search of final candidates to be interviewed. Upon completion of the amendment proposal.interviews, the Nominating and Corporate Governance Committee makes a final recommendation to the full Board of Directors for appointment. All potential candidates are screened by the same process regardless of whether they were recommended by a shareholder or by another party.

WhatCOMPENSATION. This committee assures that senior executives are compensated effectively in a manner consistent with the bank’s compensation strategy, internal equity considerations, competitive practice, and the requirements of the appropriate regulatory bodies. This committee also reviews salary adjustments, compensation and benefits programs for all employees and makes recommendations to the Board of Directors. The Compensation Committee has a charter which is attached as Appendix C. Theodore W. Mowery serves as Chairman of this committee.

Each of the directors attended at least 75% of the total number of Board of Directors meetings and committee meetings for the corporation and the bank during their tenure on the Board in 2008.

EXECUTIVE OFFICERS

Executive Officers of Mid Penn Bancorp, Inc. and Mid Penn Bank

The following table sets forth, as of the date of this proxy statement, selected information about the corporation’s and bank’s executive officers, each of whom is elected by the Board of Directors and each of whom holds office at the Board’s discretion.

AUDIT COMMITTEE REPORT

The Board of Directors adopted a written charter for the Audit Committee. As required by the charter, the Audit Committee, in fulfilling its oversight responsibilities regarding the audit process:

Based upon the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements for the year ended December 31, 2008, be included in the corporation’s Annual Report on Form 10-K and filed with the Securities and Exchange Commission.

Aggregate fees billed to the corporation and the bank by Parente Randolph, LLC, the independent accountants, for professional services rendered are as follows:

Audit fees include fees billed for professional services rendered for the audit of annual financial statements and fees billed for the review of financial statements included in Mid Penn Bancorp, Inc. Forms 10-Q or services that have normally been provided by Parente Randolph, LLC in connection with statutory and regulatory filings or engagements.

Audit related fees include fees billed for professional services rendered by Parente Randolph, LLC for reporting on Sarbanes-Oxley Section 404 compliance and includes the audit of the employee benefit plan in 2008.

Tax fees include fees billed for professional services rendered by Parente Randolph, LLC for tax advice and tax preparation. In 2008, the Audit Committee engaged Beard Miller Company LLP for tax advice and tax preparation; therefore no fees were paid to Parente Randolph, LLC in 2008 for tax advice and tax preparation.

This report of the Audit Committee shall not be deemed incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the corporation specifically incorporates this information by reference, and shall not otherwise be deemed filed under such Acts.

The foregoing report has been furnished by the current members of the Audit Committee, which is comprised of five directors, all of whom are considered “independent” as defined in Nasdaq listing standards. A. James Durica is qualified as a financial expert within the meaning of SEC and Nasdaq listing standards, and the Board has determined that he has accounting and related financial management expertise to satisfy SEC and Nasdaq requirements.

The Audit Committee developed a policy for pre-approval for services provided by the independent auditors. The policy requires the Audit Committee to pre-approve all audit and permissible non-audit services provided by the independent auditors. These services may include audit services, audit related services, tax services and other permissible services. Under the policy, pre-approval will generally be provided for up to one year and any pre-approval is detailed as to the consequencesparticular service or category of services. In addition, the Audit Committee may also pre-approve particular services on a case-by-case basis. Prior to approval, the Committee verifies with the auditor the nature of the proposed services to ensure independence will not be compromised. Under the policy, a de minimis exception is provided whereby pre-approval may be waived for non-audit services that meet all of the following requirements:

Parente Randolph, LLC advised us that none of its members has any financial interest in the corporation or the bank.

On February 25, 2009, the Audit Committee of the Board of Directors approved the dismissal of Parente Randolph, LLC. Such termination will be effective upon completion of services related to the audit of the Company’s December 31, 2008 financial statements. On February 26, 2009, Parente Randolph, LLC our current independent registered public accountants were notified of the dismissal.

The reports of Parente Randolph, LLC on the financial statements of the Company for the years ended December 31, 2008 and 2007 did not contain either an adverse opinion or a disclaimer of opinion, nor were the reports qualified or modified as to uncertainty, audit scope or accounting principles.

The Company had no disagreements with Parente Randolph, LLC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure during the two most recent fiscal years or the subsequent interim period, which if not resolved to the satisfaction of Parente Randolph, LLC would have caused it to make reference to the subject matter of the disagreement in connection with its reports on the financial statements for such years.

There were no reportable events within the meaning of Item 304(a)(1)(v) of Regulation S-K during the two most recent fiscal years or the subsequent interim period.

The Company has provided Parente Randolph, LLC with a copy of the above disclosures in response to Item 304(a) of Regulation S-K in conjunction with the filing of its Form 8-K. The

Company requested that Parente Randolph, LLC deliver to the Company a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made by the Company in response to Item 304(a) of Regulation S-K, and if not, stating the respects in which it does not agree. A copy of the letter of Parente Randolph, LLC was filed as Exhibit 99.1 to its Form 8-K Current Report.

On February 25, 2009, the Audit Committee of the Board of Directors approved the engagement of Beard Miller Company LLP as the Company’s independent public accountant for the Company’s fiscal year ending December 31, 2009 and the interim periods prior to such year-end, subject to completion of Beard Miller Company LLP’s standard engagement acceptance procedures. During the Company’s two most recent fiscal years and any subsequent interim period, neither the Company nor anyone on its behalf has consulted with Beard Miller Company LLP regarding (i) the application of accounting principles to a specific transaction, either completed or proposed, or (ii) the type of audit opinion that might be rendered on the Company’s financial statements, or (iii) any matter that was the subject of a disagreement within the meaning of Item 304 (a)(1)(iv) of Regulation S-K, or (iv) any reportable event within the meaning of Item 304 (a)(1)(v) of Regulation S-K.

ELECTION OF DIRECTORS

Qualifications and Nomination of Directors

The corporation’s By-laws authorize the number of directors to be not less than five (5) nor more than twenty-five (25). The By-laws also provide for three classes of directors with staggered 3-year terms of office. The Board of Directors nominated the three persons named below to serve as directors until the 2012 annual meeting of shareholders or until their earlier death, resignation or removal from office. The nominees are presently members of the Board of Directors and have consented to serve another term as a director if re-elected. If the nominees should be unavailable to serve for any reason, a majority of the Board of Directors then in office may select someone to fill the vacancy until the expiration of the term of the class of directors to which he or she is appointed.

The Board of Directors is divided into three classes. Terms of the members of each class expire at successive annual meetings. Currently, Class A consists of three directors, Class B consists of three directors, and Class C consists of four directors. Shareholders will elect three Class B directors at this annual meeting to serve for a 3-year term.

The proxy holders intend to vote proxies for the election of each of the three nominees named below, unless you indicate that your vote should be withheld from any or all of them. Each nominee elected as a director will continue in office until his or her successor has been duly elected and qualified, or until his or her death, resignation, retirement or removal from office.

The Board of Directors proposes the following nominees for election as Class B Directors at the annual meeting:

The Board of Directors recommends that shareholders voteFOR the election of the nominees listed above as Class B Directors of Mid Penn Bancorp, Inc.

INFORMATION REGARDING DIRECTOR NOMINEES

AND CONTINUING DIRECTORS

Information, as of the date of this proxy statement, concerning the three nominees to the Board of Directors and the seven continuing directors appears below. You will find information about their share ownership on page 30.

Current Class A Directors(to serve until 2011)

Board of Directors - Continuing as Directors

Class B Directors(to serve until 2009)

and

Nominees for Class B Directors (to serve until 2012)

Edwin D. Schlegel		Mr. Schlegel, age 71, has been Chairman of the Board of the corporation since 2008 and has been a director since 1991. He served as Interim President and Chief Executive Officer from October 29, 2008 to February 25, 2009. Mr. Schlegel is retired and previously served as Superintendent of the Millersburg Area School District.

Class C Directors(to serve until 2010)

Compensation of the Board of Directors

Directors received no remuneration for attendance at the meetings of the Board of Directors of the corporation. All director fees are paid by the bank. The bank participates in the L. R. Webber Associates, Inc. Salary/Benefits Survey, which includes a survey of director fees and benefits. The bank also periodically conducts a survey of director fees, committee fees and other director compensation of banks that are similar in size and in similar markets to the bank. Based on the surveys, which are reviewed by the Compensation Committee, a recommendation by the Compensation Committee is presented to the Board of Directors for final approval.

During 2008, Mid Penn Bank directors earned an annual fee of $12,000. Board members received $250 for each Independent Board Meeting attended from January through May 2008 and $500 for each Independent Board Meeting attended from June through December 2008. In 2008, members of the Nominating and Corporate Governance Committee received $250 for each meeting attended. Members of the Compensation Committee received $250 for each meeting attended from January through May 2008 and $300 for each meeting attended from June through

December 2008. Members of the Audit Committee received $300 for each meeting attended from January through May 2008 and $325 for each meeting attended from June through December 2008. As Lead Director, Mr. Schlegel was paid $1,000, or $250 per month, for the period January 1, 2008 through April 30, 2008. At the corporation’s annual organization meeting held in April 2008, Mr. Schlegel was named Chairman of the Board and Mr. Grubic was named Vice-Chairman. In 2008, Mr. Schlegel received fees of $1,800 for his services as Chairman, and Mr. Grubic received fees of $2,400 for his services as Vice-Chairman. Directors who are also officers of the bank are not paid for attending committee meetings. In 2008, the Board of Directors was paid $177,075 in the aggregate, for all Board of Directors’ fees and committee meetings attended. In addition, A. James Durica was paid $20,004 in fees for services rendered in his capacity as chairman of the Audit Committee, which includes his work to prepare for committee meetings and to attend meetings with the bank’s auditors, compliance consultants, SEC counsel, and other advisors the bank uses in connection with its audit program. Matthew DeSoto was paid an additional $100 for attending a bank Advisory Board Meeting.

The bank maintains a deferred fee plan for directors, which enables a director to defer payment of his fees until he leaves the Board. The director receives either a lump sum or equal monthly installments in an amount equal to his deferral account upon retirement, early termination, disability, a change in control, a hardship or death. The following are the current directors who each deferred $8,000 in fees for 2008: Robert Grubic, Theodore Mowery, Donald Sauve and Edwin Schlegel. Deferred director fees paid to retired directors during 2008 totaled $7,970.

In May 1995, the Mid Penn Bank directors adopted a retirement bonus plan, subsequently renamed director retirement plan. The plan pays a retirement fee to directors who voluntarily terminate their service on the Board with at least five years of service. The retirement fee is determined by multiplying the “base retirement amount” for the member’s position ($533.35 for the Chairman, $266.68 for all other directors, which figures reflect the inflationary adjusted rates for 2007) by the number of full years the member served. No portion of the payment under this plan is assignable. The plan contains an inflationary adjustment provision and provides for survivor benefits. Payments due under the plan are paid quarterly for a term of 15 years to the director or his/her designated beneficiary. Earl Etzweiler, Harvey Hummel, Warren Miller, William Nelson, Eugene Shaffer and Guy Snyder, Jr. received a total of $47,060 under this plan in 2008.

The following table summarizes the total director compensation awarded or earned for services in all capacities to the corporation and to the bank for the fiscal year ended December 31, 2008.

DIRECTOR COMPENSATION TABLE

COMPENSATION DISCUSSION AND ANALYSIS

Introduction

The Board of Directors has appointed a Compensation Committee which administers the compensation program. The committee strives to offer a fair and competitive compensation policy to govern named executive officers’ base salaries and incentive plans and to attract and maintain competent, dedicated and ambitious managers whose efforts will enhance the products and services of the corporation and of the bank, resulting in higher profitability, increased dividends to the corporation’s shareholders and appreciation in market value of the corporation’s common stock.

The elements of compensation are base salary, bonus plans, and retirement and health benefits. As each element of compensation is intended to accomplish a specific goal, payments under one element are not taken into account when determining the amount to be paid under a different element.

Named Executive Officers’ Role in Determining Compensation

The 2008 compensation of the named executive officers was reviewed and approved by the Board of Directors upon the recommendation of the Compensation Committee. Beginning in 2009, the compensation of the named executive officers, other than the chief executive officer’s compensation, will be fixed by the chief executive officer and approved by the Compensation Committee of the Board of Directors, subject to ratification by the full Board of Directors. The Compensation Committee considers the views and recommendations of the chief executive officer in making compensation decisions affecting executive officers who report to him. The chief executive officer’s role in recommending compensation programs is to develop and recommend appropriate performance measures and targets for individual compensation levels and compile competitive benchmark data to assess the competitive labor market. The chief executive officer does not participate in the discussions or decisions regarding changes in his compensation.

Compensation Consultant’s Role in Determining Compensation

In 2008, Mid Penn Bank hired consultant Sally Williams, President of Webber HR Solutions, LLC to establish a new Wage and Salary Administration Program and New Performance Appraisal System. The Wage and Salary Administration Program and Performance Appraisal System apply to all employees of Mid Penn Bank including the named executive officers. The Wage and Salary Administration Program provides, among other things, that salary ranges are to have mid-points, which are competitive with the current market wage/salary data for each position and which reflect the markets in which the Bank conducts business.

Base Salary

Base salary is designed to attract and retain executives who can further the strategic objectives of the corporation and bank. Base salary is a major component of the named executive officers’ compensation and is reviewed every year to determine whether the salary is at the appropriate level.

As mentioned above inThe Role of the Compensation Consultant, in 2008, Mid Penn Bank reviewed its current salary and bonus structure for all employees with the assistance of a compensation consultant. The information provided by the compensation consultant established the appropriate ranges in which all employees, including the named executive officers, are compensated. The minimum amount indicated in the range for a specific position is paid to all employees in that position who meet the basic qualifications in education and/or experience.

The Compensation Committee made a subjective review of the named executive officers’ performance including general management performance; strategic objectives management; reporting and communication skills; internal cooperation; policy, procedure and regulatory compliance; and public relations. After the Compensation Committee’s review of the named executive officer’s performance, the Compensation Committee using its business judgment determined the appropriate amount of base salary within the salary range.

Benchmarking

In establishing the new Wage and Salary Administration Program, the compensation consultant provided Mid Penn Bank with salary information on bank positions gathered from the L. R. Webber PA Survey for Region 5, L. R. Webber survey for Asset size 6 ($500 – $999 million), L. R. Webber Mid Atlantic Survey, America’s Community Bankers Survey, Watson-Wyatt Survey and Department of Labor for Harrisburg MSA.

The following institutions were included in the survey based upon their location in the Adams, Baltimore (MD), Berks, Cumberland, Dauphin, Franklin, Lancaster, Lebanon, Lehigh, Perry, and York counties:

The following institutions were included in the survey based upon their asset size of $500 million to $999 million:

The peer banks are utilized to arrive at salary ranges for all employees, including named executive officers. The bank uses this survey as a source of information to educate itself on the current trends in executive pay and to determine if the amendment proposal isbank’s pay scales are in accord with those of its peers. The 2008 salary increases for executive officers were not approved and adopted?increased as a result of benchmarking to the salary survey, but were increased based upon the individual’s actual performance as tied to the salary grid.

Bonus Plan

If shareholders do not approve and adoptIn order to incent employees to attain excellence performance for the proposalBank with regard to amend Mid Penn’s Articles of Incorporation authorizingcertain performance standards which the issuance of preferred stock, Mid Penn likelyCompensation Committee believes will improve shareholder value, in 2008, the bank created a formulized bonus plan. A three percent bonus will be unablepaid to eligible employees for attaining the peer group average in two elements: Earnings per Share (EPS) growth and Core Deposit Growth. Additionally, a six percent bonus will be paid out for attaining five percent growth above the peer group averages with regard to these same two elements.

Over the past three years, the average EPS growth rate of the peer group has been approximately 2% and the average Core Deposit Growth has been approximately 5.6%. Percentages in between the two growth rates will be estimated and no bonus will be paid for results that fall short of the peer group averages. The EPS growth element is weighted at 70% and the Core Deposit Growth element is weighted at 30%.

Banks in this peer group include the following similar sized-banks in Central Pennsylvania:

The bank may also award bonus payments on a case-by-case basis based upon its discretion using its business judgment of whether a bonus is appropriate and determining the appropriate amount of any bonus.

Commercial Lender’s Incentive Plan

In 2008, Mr. Williams participated in the Commercial Lender’s Incentive Plan, whereby he was rewarded for achieving specific bank goals. The purpose of the Commercial Lender’s Incentive Plan is to promote a superior level of performance by the bank’s lenders to meet and exceed portfolio and quality goals; to motivate, reward and reinforce superior operating performance both on a department and individual basis; to attract and retain the best commercial lenders; to encourage an atmosphere of teamwork; and to enhance profitability and productivity in support of the bank’s immediate and future business goals.

The Rate of Distribution for eligible employees is calculated based on both Quantitative and Qualitative Performance Measures. The Quantitative Measures consist of the commercial lending group’s performance relative to goals in three areas: Loans originated, loans outstanding and fee income. The Qualitative Performance Measures include delinquencies, line renewals, document exceptions and charge-offs. Beginning in 2009, Mr. Williams is no longer eligible to participate in the U.S. Treasury’s Capital Purchase Program.Commercial Lender’s Incentive Plan as determined by the Compensation Committee.

Incentive Programs

The bank also offers an individual business referral incentive program which rewards executive officers and employees for referring business to the bank and a perfect attendance bonus to reward executive officers and employees for having perfect attendance. The perfect attendance bonus was discontinued in 2009.

Who pays for the solicitation of proxies?

The accompanying proxy is being solicited by Mid Penn’s board of directors. Mid Penn will bear the cost of soliciting the proxies. Officers and other management employees of Mid Penn will receive no additional compensation for the solicitation of proxies and may use mail, e-mail, personal interviews and/or telephone to solicit proxies.

Proposal No. 1: Amendment to Articles of IncorporationBenefit Plans

Our Articles of Incorporation provide that weInsurance Plans

Group life insurance, group disability and health insurance are authorizedavailable to issue up to 10,000,000 shares of common stock, par value $1.00 per share. At November, 2008, we hadshares of common stock issuedall eligible employees and outstanding.

Mid Penn’s Articles of Incorporation do not presently authorize the issuance of securities other than common stock. On, 2008, our board of directors unanimously approved a resolution to submit a proposal to shareholders to amend Mid Penn’s Articles of Incorporation authorizing the issuance of up to 10,000,000 shares of preferred stock which confers on the board of directors discretion to designate one or more series of the preferred stock with the rights, privileges,executive officers. All executive officers and preferences of each series that the board of directors from time to timeemployees may fix. Furthermore, the board of directors unanimously approved a resolution recommending that Mid Penn’s shareholders approve and adopt the proposal to amend the Articles of Incorporation accordingly.

Purpose and Background

The board’s primary objective in authorizing preferred stock is to provide Mid Penn with the abilityelect to participate in voluntary dental and vision plans. Such plans are standard in the U.S. Treasury’s Capital Purchase Program. Under this program,industry and in the U.S. Treasury will purchase preferred stockgeographic area for all industries, as well as necessary to compete for talented employees at all levels of the bank. These plans are not tied to bank or individual performance. The cost of providing such plans to all eligible employees and executive officers is not taken into account when determining specific salaries of the named executive officers and is seen as a cost of doing business.

Retirement Plans

The bank believes that will qualifyit is important to assist employees in saving for retirement and believes that by providing a mechanism to save for retirement, the bank is providing the named executive officers with incentive to continue in the employ of the bank.

The bank offers the Mid Penn Bank Retirement Plan and Employee Stock Ownership Plan (ESOP) in which the named executive officers participate. The named executives participate at the same percentage of retirement contributions as Tier I capital forall bank regulatory purposes. We submitted our application to the U.S. Treasury’s Capital Purchase Program on November 4, 2008, and are awaiting preliminary approval from the U.S. Treasury. Upon receiving preliminary approval, we will have 30 days to amend our Articlesemployees. A summary of Incorporation authorizing the issuance of preferred stock.each plan follows.

If the Articles of Incorporation are amended to authorize the issuance of preferred stock, the board of directors would have discretion to establish different series of preferred stock and the rights, privileges, and preferences affixed to each series without further shareholder approval. Therefore, shareholders would have no input or right to approve the terms of any series of preferred stock, including the issuance of preferred stock to the U.S. Treasury if weMid Penn Bank Retirement Plan

The named executive officers participate in the U.S. Treasury’s Capital Purchase Program.same retirement plans as all other employees. The bank’s retirement plan rewards employees for their efforts in assisting the corporation to meet its financial goals. The level of contribution the bank provides is discretionary and is not tied to a specific formula. The Board of Directors approves the contribution level based on a recommendation made by the Compensation Committee. A bank contribution of 4% of base salary was provided to all eligible employees, including the named executives for 2008.

As part of the Mid Penn Retirement Plan, the bank’s 401(k) plan allows employees to save their own money for retirement, to earn a matching contribution from the bank and to direct the investment of all funds in the 401(k) plan. The amount of match contributed to the named executives’ plan is the same as contributed to all other eligible employees. This plan is viewed as a necessity to successfully hire and retain employees in a competitive marketplace. The amount of the match provided by the bank is discretionary and is approved by the Board of Directors based on the recommendation of the Compensation Committee. For 2008, the bank matched 50% of the named executives’ contributions up to a maximum bank contribution of 3%.

Employee Stock Ownership Plan

The bank maintains an ESOP for all bank employees who satisfy the length of service requirements. Participants do not contribute to the plan and the bank, in its discretion, may contribute. The plan is designed to reward performance and to drive an ownership culture by

rewarding employees with corporation stock. The level of the bank’s contribution is discretionary and is not tied to any specific formula. The contribution level is approved by the Board of Directors based on a recommendation by the Compensation Committee. All eligible employees, including the named executives, received a contribution of 2% of their base pay for 2008.

Split Dollar Plan

Life insurance was provided only to Mr. Dakey, former Chairman, President and Chief Executive Officer, under an endorsement split-dollar arrangement which provides a split-dollar share of death benefits to the executive’s beneficiary, depending upon the executive’s eligibility to receive payments. The plan is funded with bank-owned life insurance (BOLI) and was used to provide an additional benefit to Mr. Dakey during his employment. Split-dollar life insurance plans are widely available in the banking industry, because the bank will recover its plan costs upon the death of the executive, and the executive’s beneficiary will receive a split of the insurance proceeds. Although this benefit does not provide any current remuneration to the executive, it provided the bank with a mechanism to use to attract, retain and reward highly qualified executives, and it also provided incentive for longevity with the bank.

Salary Continuation Agreement

The bank provided a salary continuation agreement to Mr. Dakey only. The agreement was designed to account for some of the limitations with traditional pension plans and to encourage Mr. Dakey to remain an employee of the bank through retirement. Pursuant to his severance agreement, he has no present agreement or intention to issue any other series of preferred stock other thanbecome 50% vested. Salary continuation agreements are typical in the preferred stock contemplatedfinancial services industry, and the amount payable under the U.S. Treasury’s Capital Purchase Program.agreement is also consistent with what is expected in the financial services industry.

Executive Deferred Compensation Agreement and Executive Deferred Bonus Agreement

In an effort to offer Mr. Dakey an additional method of saving for retirement and to account for some of the limitations with traditional pension plans, the bank maintains a non-qualified deferred compensation plan in which he was eligible to participate. The plan was designed to encourage Mr. Dakey to remain an employee of the bank by allowing him to defer a portion of his income to be paid out in the event of retirement, early termination, disability, a change of control or death. Interest is credited semi-annually at 2% above the 5-year Treasury rate.

Executive Agreements

On September 1, 2007, Mid Penn Bank entered into an Executive Employment Agreement with Alan W. Dakey, former Chairman, President and Chief Executive Officer. The bank was aware that Executive Employment Agreements are common in the banking industry for chief executive officers. Mr. Dakey’s executive employment agreement contained standard terms and conditions compared to employment agreements in place for chief executive officers of comparable Pennsylvania banks of similar size. Upon resignation, Mr. Dakey negotiated a severance agreement with Mid Penn Bank whereby he was paid under the Employment Agreement as if he were terminated without cause. The Bank agreed to the severance agreement in exchange for a release from Mr. Dakey.

On April 1, 2008, the corporation entered into a change of control agreement with Kevin Laudenslager, the bank’s chief financial officer. Under the agreement, Mr. Laudenslager will receive a lump-sum payment equal to two times his base salary if he is terminated after a change of control or if he terminates employment for good reason, as defined in the agreement, after a change in control. The Compensation Committee believed that it was appropriate to enter into the agreement with Mr. Laudenslager because he has substantial knowledge, ability, and experience, which are beneficial to the successful operation of the corporation. Additionally, by entering into the agreement, the corporation is giving Mr. Laudenslager the security of knowing that he will receive compensation if he is terminated or terminates for good reason after a change in control during the time of his transition from the corporation to another company. In exchange for receiving the change in control, Mr. Laudenslager has agreed to noncompetition provisions restricting his working for a competitor after a change in control, soliciting clients and employees.

Triggering Events in Contracts

The triggering events contained in Mr. Dakey’s Employment Agreement were termination without cause, termination after a change of control and termination for good reason. The triggering events in Mr. Laudenslager’s change of control agreement are a termination without cause or a termination for good reason after a change of control. The Compensation Committee wanted to provide Mr. Dakey and Mr. Laudenslager with the security of knowing that if he is terminated in one of those scenarios, he would receive some form of compensation during the transition phase from working for the corporation to finding another position. The Compensation Committee believes that the triggering events in these agreements are appropriate in that they encouraged Mr. Dakey and Mr. Laudenslager to act in the best interests of the shareholders in evaluating any change of control opportunities and kept them focused on running the corporation in the face of real or rumored corporate transactions. In addition, each contract contains a non-competition provision, whereby the executive is not allowed to compete with the corporation or solicit customers of the corporation for a specific period of time.

Material Differences in Named Executive Officers’ Compensation

The Compensation Committee determined the amount and type of compensation to be awarded to the named executive officers based on the salary and benefit survey information provided by the compensation consultant. The Compensation Committee considers the salary ranges for the particular positions and has maintained executive salaries in the salary ranges for these executive positions. The Compensation Committee considers the performance of each named executive as another consideration in determining annual base salary increases. There were no material differences in the percentage of salary adjustments among the named executive officers. The differential between salary levels for each of the named executives is primarily driven by salary differentials in the salary survey with consideration also given to the experience and time in their respective positions.

DescriptionAccounting and Tax Treatments

There were no decisions or changes made to compensation or benefit plans as a result of accounting and/or tax treatments. As part of the Preferred Stock UnderTARP requirements, as further discussed below, the U.S. Treasury’s Capital Purchase Programbank agreed that it will not take a deduction for any compensation paid in excess of $500,000 to any named executive officer which would not be deductible if Internal Revenue Code Section 162(m)(5) applied to the bank. The bank’s compensation levels are less than $500,000; therefore, this agreement does not affect the named executive officers’ levels of compensation.

Equity Compensation Plans

If Mid Penn wereThe corporation does not maintain any equity compensation plans or stock options for executives or board members. The Board has determined that stock options are not consistent with the corporation’s philosophy and approach to participatecompensation. Cash compensation is deemed the more appropriate form of payment.

TARP Requirements

In December 2008, Mr. Laudenslager’s change of control agreement, the only executive compensation agreement with a named executive officer in place as of December 2008, was amended to provide for a gross-down provision in the U.S. Treasury’s Capital Purchase Program,event that the U.S. Treasury would purchase from Mid Penn perpetual non-voting preferred stock which would be senior to our common stock and would carrypayments under the change in control agreement were considered parachute payments under the Internal Revenue Code. This change was a liquidation preference of at least $1,000 per share (the “Senior Preferred Shares”). The Senior Preferred Shares would constitute Tier 1 capital for bank regulatory purposes.

Amount of Senior Preferred Shares. Eligible institutions generally can apply to the U.S. Treasury to have it purchase preferred stock in aggregate amounts between 1% and 3%requirement of the institution’s risk-weighted assets. In the case of Mid Penn, Mid Penn may apply for an investment by the U.S. Treasury between approximately $4.5 million and $13 million. We have applied for an investment by the U.S. Treasury of $10 million. If shareholders approve and adopt the amendment proposal and Mid Penn submits the final documentation and fulfills any outstanding requirements specified by the conditions of the preliminary approval, if received, and the terms of the U.S. Treasury’s Securities Purchase Agreement, Mid Penn would issue approximately 10,000 shares of non-voting preferred stockInterim Final Rule promulgated pursuant to the U.S. Treasury.

Dividends. The Senior Preferred Shares would pay cumulative compounding dividends at a rate of 5% per annum until the fifth anniversary of the date of the original investment and thereafter at a rate of 9% per annum. Dividends would be payable quarterly in arrears on the fifteenth day of February, May, August, and November of each year. Subject to certain exceptions, for as long as any Senior Preferred Shares are outstanding, we may not declare or pay dividends on junior preferred shares, preferred shares of equal rank with the Senior Preferred Shares, or common stock unless all accrued and unpaid dividends on all outstanding Senior Preferred Shares have been declared and paid in full. In the case of preferred shares of an equal rank, we may pay dividends on apro rata basis with the Senior Preferred Shares. Also, we may not repurchase or redeem, subject to limited exceptions, any junior preferred shares, preferred shares of equal rank with the Senior Preferred or common stock, unless all accrued and unpaid dividends for all past dividend periods on the Senior Preferred are fully paid.

No Voting Rights. The Senior Preferred Shares would be non-voting shares, other than class voting rights on (i) any authorization or issuance of shares ranking senior to the Senior Preferred Shares; (ii) any amendment to the rights of the Senior Preferred Shares, or (iii) any merger, exchange, or similar transaction which would adversely affect the rights of the Senior Preferred Shares. If the dividends described above were not paid in full for six dividend periods, whether or not consecutive, the holders of Senior Preferred Shares would have the right to elect two directors. The right to elect directors would terminate when dividends have been paid in full for four consecutive dividend periods.

Restriction on Redemption of Senior Preferred Shares. Mid Penn must obtain the U.S. Treasury’s consent to redeem the Senior Preferred Shares for a period of three years from the date of the investment, except where such redemption would be made from the proceeds from an offering of perpetual preferred or common stock which constitute Tier I capital and which results in aggregate gross proceeds to Mid Penn of not less than 25% of the issue price of the Senior Preferred Shares.

After the third anniversary of the date of the U.S. Treasury’s investment, Mid Penn may redeem the Senior Preferred Shares, in whole or in part, at any time and from time to time, at its own option. All redemptions of the Senior Preferred Shares shall be at 100% of its issue price plus any accrued and unpaid dividends (regardless of whether any dividends are actually declared for that dividend period). All redemptions will be subject to the approval of the FDIC.

Restriction on Dividends of Common Stock. Prior to the earlier of (1) the third anniversary of the closing date of the purchase of the Senior Preferred Shares and (2) the date on which the Senior Preferred Shares have been redeemed in whole or the U.S. Treasury has transferred all of the Senior Preferred Shares to third parties, Mid Penn may not, without the consent of the U.S. Treasury, declare or pay any dividend or make any distribution on common stock other than:

Restriction on Stock Repurchases. The U.S. Treasury’s consent will be required for repurchases of Mid Penn stock (other than (1) repurchases of the Senior Preferred Shares and (2) repurchases of junior preferred shares or common stock in connection with any benefit plan in the ordinary course of business consistent with past practice) until the third anniversary of the date of the U.S. Treasury’s investment unless, prior to such third anniversary, the Senior Preferred Shares are redeemed in whole or the U.S. Treasury has transferred all of the Senior Preferred Shares to third parties. In addition, there may be no share repurchases of junior preferred shares, preferred shares of equal rank with the Senior Preferred Shares, or common stock if prohibited as described above under “Dividends”.

Shelf Registration Requirement. Under the terms of the U.S. Treasury’s Securities Purchase Agreement, we must file a shelf registration statement with the U.S. Securities & Exchange Commission covering the Senior Preferred Shares as promptly as practicable after the date of the U.S. Treasury’s investment and maintain the effectiveness of such registration statement.

Listing of Senior Preferred Shares on NASDAQ.Mid Penn must use reasonable best efforts to cause the Senior Preferred Shares to be listed on the national securities exchange on which our common stock is listed which is NASDAQ, or on another national securities exchange designated by the U.S. Treasury.

Executive Compensation. If Mid Penn participates in the U.S. Treasury’s Capital Purchase Program, Mid Penn must adopt the standards for executive compensation and corporate

governance contained in the Emergency Economic Stabilization Act of 2008 (“EESA”).

Additionally, the Compensation Committee met with the senior risk officer to identify those incentives for executives that may cause the executives to take unnecessary and excessive risks that threaten the value of the bank. There were none. The Compensation Committee also discussed and reviewed the relationship between the bank’s risk management policies and practices and the named executive officers’ compensation arrangements.

The executive compensation for named executive officers does not encourage excessive and unnecessary risk taking as the majority of compensation is in the form of base salary. The bank’s compensation programs do not encourage executives to take excessive and unnecessary risks as their compensation is not directly tied to specific corporation performance metrics with the exception of the formulized bonus plan which is based upon the bank’s performance compared to its peers and the Commercial Lender’s Incentive Plan which contains mechanisms for reducing bonus payments based upon a qualitative assessment of the loans.

The bank’s bonus plans were amended in February 2009 to comply with the clawback provisions mandated in The American Recovery and Reinvestment Act which requires a provision in the plan for the period during whichrecovery by the U.S. Treasury holdsbank of any Senior Preferred Shares. These standards would applybonus or incentive compensation paid to our chiefa named executive officer chief financial officer, plusand any of the next three20 most highly compensated employees based on statements of earnings, gains, or other criteria that are later proven to be materially inaccurate. The named executive officers also signed an omnibus agreement agreeing to have their compensation limited by the mandates contained in The American Recovery and include:Reinvestment Act, if applicable.

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management, and based on the review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the corporation’s proxy statement.

The Compensation Committee certifies that it has reviewed with senior risk officer the senior executive officers’ incentive compensation arrangements and has made reasonable efforts to ensure that such arrangements do not encourage senior executive officers to take unnecessary and excessive risks that threaten the value of the financial institution.

Compensation Committee

COMPENSATION COMMITTEE INTERLOCKS

AND INSIDER PARTICIPATION

Mr. Alan W. Dakey, former Chairman of the Board, President and Chief Executive Officer of the corporation, attended Compensation Committee meetings only when and to the extent requested by the committee. He did not participate in determining his own compensation.

EXECUTIVE COMPENSATION

The following discussion provides details of the various components of executive compensation.

Summary Compensation Table

The following table summarizes the total compensation awarded or earned for services in all capacities to the corporation and the bank for the fiscal years ended December 31, 2008, December 31, 2007 and December 31, 2006 for Edwin D. Schlegel, Chairman of the Board, Interim President and Chief Executive Officer; Alan W. Dakey, former Chairman of the Board, President and Chief Executive Officer; Kevin W. Laudenslager, Senior Executive Vice President and Northern Region President/Chief Operating Officer and Chief Financial Officer; and Eric S. Williams, Executive Vice President and Chief Lending Officer.

SUMMARY COMPENSATION TABLE

In 2008, the Bank continued its Commercial Lender’s Incentive Plan. The Rate of Certain Employment Agreement; Waivers from Certain Senior Executive Officers

ImplementationDistribution for eligible employees is calculated based on both Quantitative and Qualitative Performance Measures. The Quantitative Measures consist of the executive compensation provisionscommercial lending group’s performance relative to goals in three areas: loans originated, loans outstanding and fee income. The Qualitative Performance Measures include delinquencies, line renewals, document exceptions and charge-offs.

Mid Penn Bank Retirement Plan/401(k) Plan

The corporation does not maintain a defined benefit pension plan. The bank, however, maintains the Mid Penn Bank Retirement Plan, created in 1949, restated in 1994, and last amended in 2007, which covers all bank employees who meet eligibility requirements. The Board of Directors instituted a 401(k) Plan as part of the Emergency Economic Stabilization Act of 2008 may require an amendment of employment contracts Mid Penn currently has with its chief executive officer, chief financial officer, and its next three most highly compensated executive officers. Furthermore, the termsRetirement Plan effective January 1, 2007 for all bank employees who satisfy eligibility requirements. Eligible employees are entitled to receive a share of the U.S. Treasury’s Securities Purchase Agreement requirebank’s contribution to the plan if they are bank employees on December 31st. For the year 2008, the Board approved a matching contribution rate of 50% of the employee contribution, up to a maximum bank contribution of 3%. The Board maintains the right to adjust its matching rate on an annual basis.

The annual contribution to the Retirement Plan is determined by the bank’s Board of Directors based on the recommendation of the Compensation Committee. The contributions to the Retirement Plan are paid to a trust fund that is administered by the chief executive officer, chief financial officer,bank’s Trust Department. A participating employee is allocated a share of the net income of the trust fund and the next three most highly compensated executive officers must execute a waiver releasingincrease or decrease in the U.S. Treasury from any claims that they might have againstfair market value of its assets on the U.S. Treasury as a resultbasis of such employee’s beginning of the issuanceplan year account balance, plus forfeitures of unvested balances from employees who terminated employment, less any federal regulations that requirepayments as compared to the modificationtotal beginning account balances, less payments to all the participating employees. A notice of the terms of their employment agreements with respectaccount balance is given to compliance withparticipating employees annually.

Distributions under the above requirementsplan can be made to participating employees upon retirement, either normal or any other requirementearly retirement as defined in the plan, at death or disability of the Emergency Economic Stabilization Actparticipating employee or upon severing employment if either partially or fully vested. The plan provides for percentage vesting of 2008.20% for the first full two years of service increasing annually thereafter to 100% vesting after six full years of participation. The plan provides for an accelerated vesting schedule in the event it becomes top-heavy.

DescriptionManagement cannot determine the extent of the Warrants Underbenefits that any participating employee may be entitled to receive under the U.S. Treasury’s Capital Purchase Program

In addition to the issuance of the Senior Preferred Shares, Mid Penn also must grant warrants to the U.S. Treasury to purchase a number of shares of common stock having a market price equal to 15% of aggregate amount of the preferred stock investment (the “Warrants”). The initial exercise price for the Warrants and the market price for determining the number of shares of common stock subject to the Warrants will be determined by reference to the market price of the common stockplan on the date of termination of employment because the investmentamount of the benefits is dependent, among other things, upon the bank’s future earnings, the participants’ future compensation and the future earnings of the plan’s trust fund. As of December 31, 2008, the total market value of the Employee Profit Sharing Retirement Fund was approximately $3,891,776, which does not include the 401(k) Plan. As of December 31, 2008, there were no shares of Mid Penn Bancorp, Inc. common stock in the plan.

Contributions the bank paid to the plan were $270,522 for 2008, including the employer match for the 401(k) Plan. The bank contributed $5,569 in 2008 to the plan for Mr. Dakey,

former Chairman of the Board, President and Chief Executive Officer of the corporation and the bank; $4,359 for Mr. Laudenslager, Senior Executive Vice President and Northern Region President/Chief Operating Officer and Chief Financial Officer of the bank; and $4,810 for Mr. Williams, Executive Vice President and Chief Lending Officer of the bank. In addition, the bank made matching contributions to the 401(k) Plan in 2008 of $5,569 for Mr. Dakey, $3,270 for Mr. Laudenslager and $3,608 for Mr. Williams. As of February 17, 2009, Mr. Dakey had 16 years of credited service under the plan. Mr. Laudenslager and Mr. Williams had 24 and 8 years of credited service under the plan, respectively.

Employee Stock Ownership Plan

Effective January 1, 1998, the Board of Directors adopted the Mid Penn Bank Employee Stock Ownership Plan for all bank employees and its subsidiaries who satisfy length of service requirements. The Plan was last amended in 2007. Participants do not contribute to the plan. The Plan invests in shares of Mid Penn Bancorp, Inc. stock, holding 47,995 shares as of December 31, 2008. Each year the bank may, in its discretion, contribute to the ESOP. In 2008, the bank contributed $85,751 to the plan. As of December 31, 2008, the total market value of the Employee Stock Ownership Plan was approximately $1,093,581. In 2008, the bank contributed $2,180 for Mr. Laudenslager, Senior Executive Vice President and Northern Region President/Chief Operating Officer and Chief Financial Officer of the bank and $2,405 for Mr. Williams, Executive Vice President and Chief Lending Officer of the bank.

Executive Deferred Compensation Agreement and Executive Deferred Bonus Agreement

Under the executive deferred compensation agreement and executive deferred bonus agreement, Mr. Dakey deferred specified amounts of compensation and bonuses. The amounts deferred under the agreements accrue an annual rate of interest equal to the five year Treasury rate as of the last day of the preceding calendar year plus 2%.

The following tables summarize certain information concerning Mr. Dakey’s participation in the Executive Deferred Compensation Plan and Director Deferred Fee Plan for the 2008 fiscal year.

NONQUALIFIED DEFERRED COMPENSATION TABLE

PENSION BENEFITS TABLE

Salary Continuation Plan

To encourage Mr. Dakey to remain an employee of Mid Penn Bank, the bank entered into an agreement effective January 1, 1999, to provide salary continuation benefits. The benefit is to be paid in monthly installments over a term of 15 years to Mr. Dakey or his beneficiary. Mr. Dakey’s early termination benefit in the plan was $27,387 per annum.

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

The corporation has determined that the appropriate triggering events for payments under certain plans are retirement, early retirement, disability, change of control and death. These triggers are standard in the financial industry and are appropriate to accomplish the corporation’s intent of providing an incentive for longevity. The following agreements contain change of control or early termination provisions for Mr. Dakey and Mr. Laudenslager.

Officer Split Dollar Life Insurance Plan

In order to attract, retain and reward highly qualified executives, the bank purchased certain life insurance policies for certain executives. Effective January 1, 1999, the bank entered into an agreement to provide Mr. Dakey with life insurance coverage equal to three times his base salary up to a maximum of $600,000. In 2001, the bank purchased bank-owned life insurance to fund the premiums of the Officer’s Split Dollar Life Insurance Plan. Pursuant to his Severance Agreement, Mr. Dakey has vested insurance benefit in the policies.

Director Deferred Fee Agreement

Upon early retirement, Mr. Dakey became entitled to a lump sum payment in the amount of his deferral account balance.

Executive Deferred Compensation Agreement and Executive Deferred Bonus Agreement

Upon early termination, Mr. Dakey became entitled to monthly payments over a specified time period totaling the amount of his deferral account balance. Under the pre-termination death benefit, the beneficiary will receive 120 equal monthly installment payments. Under the post-termination death benefit, the beneficiary will receive the remaining installment payments.

Salary Continuation Agreement

Upon early termination, Mr. Dakey receives a specific annual amount determined by the U.S. Treasury in the preferred stock (calculated on a 20-day trailing average closing price).

Term and Exercisability.The termnature of the Warrants is 10triggering event and the number of years and they are immediately exercisable, in whole or in part.of service.

Severance Agreement

Transferability.The Warrants willOn November 26, 2008, Mr. Dakey and the bank entered into a Severance Agreement, whereby Mr. Dakey agreed to release the bank from all claims and rights including but not be subjectlimited to any contractual restrictions on transfer;those arising from his termination of employment in exchange for twenty-four months of compensation, maintaining in full force all group medical, life insurance and health and accident plans provided that the U.S. Treasury may only transfer or exercise an aggregate of one half of the Warrantsto him prior to his resignation, and paying the earlier of (1)benefits under his split dollar life insurance plan, amended and restated salary continuation agreement, amended and restated executive deferral compensation agreement, survivor income agreement, director retirement plan, amended and restated director deferral fee agreement, ESOP, profit sharing retirement plan, and deferred bonus agreement as if he were terminated without cause.

The following table shows the datepayments upon termination for Mr. Dakey under his Split Dollar Life Insurance Plan, Director Deferred Fee Agreement, Executive Deferred Compensation Agreement and Executive Deferred Bonus Agreement, Salary Continuation Agreement, and Director Retirement Plan and Survivor Income Agreement and Severance Agreement, pursuant to his Severance Agreement. The chart assumes the triggering events took place on which Mid Penn has received aggregate gross proceeds of not less than 100% of the issue price of the Senior Preferred Shares from one

or more offerings of perpetual preferred or common stock which constitute Tier I capital and which results in aggregate gross proceeds to Mid Penn of not less than 25% of the issue price of the Senior Preferred Shares and (ii) December 31, 2009.

Shelf Registration Requirement. A condition of the U.S. Treasury’s Securities Purchase Agreement is that we must file a shelf registration statement with the U.S. Securities & Exchange Commission covering the Warrants and the common stock underlying the Warrants as promptly as practicable afterNovember 26, 2008, the date of the U.S. Treasury’s investment and maintainagreement.

Neither the Warrants to be listed oncorporation nor the same national securities exchange on which our common stock is listed which is NASDAQ,bank have entered into any material transactions, proposed or on another national securities exchange designated by the U.S. Treasury.

Voting.The U.S. Treasury will agree not to exercise voting powerconsummated, with respect to any shares of common stockother director or executive officer of Mid Penn issued to it upon exerciseBancorp, Inc. or Mid Penn Bank, or any associate of the Warrants.

Reduction.Inforegoing persons. From time to time, the event that Mid Pennbank has received aggregate gross proceeds of not less than 100% of the issue price of the Senior Preferred Shares from one or more offerings of perpetual preferred or common stock which constitute Tier I capitalengaged in and which resultsintends to continue to engage in aggregate gross proceeds to Mid Penn of not less than 25% of the issue price of the Senior Preferred Shares on or prior to December 31, 2009, the number of shares of common stock underlying the Warrants then held by the U.S. Treasury shall be reduced by a number of shares equal to the product of (i) the number of shares originally underlying the Warrants (taking into account all adjustments)banking and (ii) 0.5.

Potential Anti-Takeover Effect

Creating the authority to issue preferred stock could adversely affect the ability of third parties to take over or change the control of Mid Penn by, for example, permitting issuances that would dilute the stock ownership of a person seeking to effect a changefinancial transactions in the compositionordinary course of our board ofbusiness with directors or contemplating a tender offer or other transaction for the combination of Mid Pennand officers and their associates on comparable terms with another company.

The ability of our board of directors to establish the rights of, and to cause Mid Penn to issue, substantial amounts of preferred stock without the need for shareholder approval, upon such terms and conditions, and having such rights, privileges and preferences,similar interest rates as our board of directors may determinethose prevailing from time to time in the exercise of its business judgment, may, amongfor other things,customers.

Related party transactions greater than $10,000 must be used to create voting impediments with respect to changes in control of Mid Penn or to dilute the stock ownership of holders of common stock seeking to obtain control of Mid Penn. The rights of the holders of common stock will be subject to, and may be adversely affectedapproved by any preferred stock that may be issued in the future. The issuance of preferred stock, while providing access to the U.S. Treasury’s Capital Purchase Program, may have the effect of discouraging, delaying or preventing a change in control of Mid Penn.Other than our intentionto participate in the U.S. Treasury’s Capital Purchase Program, we have no present plans or intention to issue any shares of preferred stock.

Proposed Amendment

Therefore, in order to be eligible to participate in the U.S. Treasury’s Capital Purchase Program, we propose that Article 5 of our Articles of Incorporation be deleted and replaced in its entirety with the following:

The following is a statement of certain of the designations, preferences, qualifications, privileges, limitations, restrictions, and special or relative rights with respect to the Preferred Stock and a statement of the authority vested in the Board of Directors prior to fixany commitment by resolutionthe bank to any designations, preferences, privileges, qualifications, limitations, restrictions,such transaction. Directors do not participate in the discussions and special or relative rights of any series of Preferred Stock which are not fixed hereby:

(c)

The amount or amounts payable upon voluntary or involuntary liquidation, dissolution, or winding up of the Corporation.

(iii)

Liquidation of the Corporation.In the event of voluntary or involuntary liquidation, dissolution, or winding up of the Corporation, the holders of shares of each series of Preferred Stock are entitled to receive from the assets of the Corporation (whether capital or surplus), prior to any payment to the holders of Common Stock or of any class or series of stock of the Corporation ranking as to assets subordinate to such series, the amount fixed hereby or by the Board of Directors for such series, plus, in case dividends on such series is cumulative, an amount equal to the accrued and unpaid dividends thereon computed to the date on which payment thereof is made available, whether or not earned or declared. After such payment to the holders of shares of such series, any remaining balance shall be paid to the holders of Common Stock or of any class or series of stock of the Corporation ranking as to assets subordinate to such series, as they maybe entitled. If, upon liquidation, dissolution, or winding up of the Corporation, its assets are not sufficient to pay in full the amounts so payable to the holders of shares of all series of Preferred Stock ranking equally as to assets, all such shares shall participate ratably in the distribution of assets in proportion to the full amounts to which they are respectively entitled whether or not the rates of dividends to which the particular series of Preferred Stock are the same. Neither a merger nor a consolidation of the Corporation into or with any other corporation nor a sale, transfer or lease of all or part of the assets of the Corporation is considered a liquidation, dissolution, or winding up of the Corporation within the meaning of this paragraph.

(b)

No holder of Preferred Stock is entitled (1) to subscribe for or purchase any part of any new or additional issue of stock of any class or series whatsoever, (2) any rights or options to purchase stock of any class or series whatsoever, (3) or any securities convertible into, exchangeable for, or carrying rights or options to purchase stock of any class or series whatsoever, whether now or hereafter authorized, and whether issued for cash or other consideration.

Vote Required and Board of Director’s Recommendation

The affirmative vote of a majority of all votes cast, in person or by proxy, is requiredDirectors, together with the written request for approval of any such related party transaction. The transaction should be reviewed and approved by the proposal to approve and adopt an amendment to Mid Penn’s Articles of Incorporation. Under Pennsylvania law, abstentions and broker non-votes will have no effect on determining whether the proposal has received the requisite number of affirmative votes.

Our board of directors unanimously recommends a vote “FOR” the approval and

adoption of the proposed amendmentappropriate senior officer before being submitted to the ArticlesBoard for approval. Related party transactions for ongoing or continuing services can be reviewed and pre-approved within reasonable parameters by the Board of Incorporation.Directors on an as-needed basis. If the terms, pricing or conditions change so as to go outside the specified parameters cited in the request, the transactions shall be resubmitted for review and approval after the fact.

The bank makes loans to the corporation’s and the bank’s officers and directors and their immediate families and companies in which they had an ownership interest of 10% or more during the ordinary course of business, on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons. The loans did not involve more than the normal risk of collection or present other unfavorable features.

Beneficial Share OwnershipBENEFICIAL OWNERSHIP OF

MID PENN BANCORP’S STOCK HELD BY

PRINCIPAL SHAREHOLDERS AND MANAGEMENT

Principal Shareholders

The following table shows, to the best of our knowledge, those persons or entities, who owned of record or beneficially, on February 15, 2008,17, 2009, more than 5% of the outstanding shares of Mid Penn’sPenn Bancorp’s common stock.

Beneficial ownership of Mid Penn’sPenn Bancorp’s common stock was determined by referring to Securities and Exchange Commission Rule 13d-3, which provides that a person should be credited with the ownership of any stock held, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares:

Share Ownership by the Directors, Officers and OfficersNominees

The following table shows, as of February 15, 2008,17, 2009, the amount and percentage of Mid Penn’sPenn Bancorp’s common stock beneficially owned by each director, each nominee, each named executive officer and all directors, nominees and executive officers of the corporation as a group.

Beneficial ownership of shares of Mid Penn’sPenn Bancorp’s common stock is determined in accordance with Securities and Exchange Commission Rule 13d-3, which provides that a person should be credited with the ownership of any stock held, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares:

Unless otherwise indicated in a footnote appearing below the table, all shares reported in the table below are owned directly by the reporting person. The number of shares owned by the directors, nominees and executive officers is rounded to the nearest whole share.

Kevin W. Laudenslager		1,692			.05	%
Cindy L. Wetzel		2,481	(10)		.07	%
All Officers and Directors as a Group (13 persons)		320,830			9.19	%

Proposal No.PROPOSAL NO. 2: Adjournment or Postponement of Special MeetingAMENDMENT OF THE ARTICLES OF INCORPORATION

In the event thatBackground

Article 7 of Mid Penn does not have sufficient votes for a quorum or to approveBancorp, Inc.’s Amended and adopt the proposal to amend itsRestated Articles of Incorporation, at its special meeting of shareholders, it intends to adjournas amended, currently provides that no merger, consolidation, liquidation or postpone the special meeting to permit further solicitation of proxies. Mid Penn can only use proxies it receives at the timedissolution of the special meetingcorporation, nor any action that would result in the sale or other disposition of all or substantially all of the assets of the corporation, shall be valid unless first approved by the affirmative vote of: the holders of at least eighty percent (80%) of the outstanding shares of common stock of the corporation; or the holders of at least sixty-six and two-thirds percent (66 ²/3%) of the outstanding shares of common stock of the Corporation, provided that such transaction has received the prior approval of at least eighty percent (80%) of all of the members of the Board of Directors.

The Board of Directors believes that the supermajority shareholder vote requirements of Article 7 should not apply to a merger in which the corporation is the surviving entity if the transaction has received the prior approval of at least 80% of the members of the Board of Directors. Eliminating the supermajority shareholder vote requirement in such a situation could improve flexibility and reduce inefficiencies and costs of such a transaction. Therefore, the Board of Directors is proposing that a new final sentence be added to Article 7 to exclude from Article 7’s requirements a merger in which the corporation is the surviving entity if the transaction has received the prior approval of at least 80% of the members of the Board of Directors. The proposed amendment does not eliminate an 80% shareholder vote requirement for a merger in which the corporation is the surviving entity if the transaction does not receive the prior approval of 80% of the members of the Board of Directors.

If the proposed amendment is approved, a merger in which the corporation is the surviving entity in a transaction receiving the prior approval of at least 80% of the members of the Board of Directors will require shareholder approval only when required by applicable law. Applicable Pennsylvania law does not require shareholder approval of all mergers in which a corporation is the surviving corporation. When applicable Pennsylvania law does require approval of a merger by a surviving corporation’s shareholders, the general standard for approval is a majority of the votes cast by all shareholders entitled to vote on the transaction.

Resolution

Accordingly, the Board of Directors has approved and is submitting for adjournment or postponement, if necessary,approval and adoption by submitting the question of adjournment or postponement to shareholders as a separate matter for consideration.the following resolution:

The board of directors recommends shareholders mark their proxy in favor“Resolved, that Article 7 of the adjournment or postponement proposal so that their proxy mayAmended and Restated Articles of Incorporation be usedfurther amended and restated in its entirety to vote for adjournment or postponement,read as follows:

Notwithstanding the foregoing, the provisions of this Article 7 shall not apply to a merger pursuant to which the Corporation is the surviving entity if necessary. If shareholders properly execute their proxy, Mid Penn will consider that those shareholders voted in favorsuch transaction has received the prior approval of at least eighty percent (80%) of all of the adjournment or postponement proposal unless their proxy indicates otherwise. If Mid Penn adjourns or postpones its special meeting, it will not give noticemembers of the timeBoard of Directors.”

Vote Required and placeBoard Recommendation

Because the proposed amendment has received the prior approval of at least 80% of the adjourned or postponed meeting other than by an announcement of such time and place at the special meeting.

The adjournment or postponement proposal requires that holders of more of Mid Penn’s shares vote in favormembers of the adjournment or postponement proposal than vote against it. Accordingly, abstentionsBoard of Directors, approval and broker non-votes will have no effect onadoption by the outcomeshareholders of this proposal. No proxy that is specifically marked “AGAINST” the proposalresolution to amend Article 7 of the Articles of Incorporation will be voted in favorrequire the affirmative vote of the adjournment or postponement proposal, unless it is specifically marked “FOR”holders of at least sixty-six and two-thirds percent (66 ²/3%) of the discretionary authority to adjourn or postpone the special meeting to a later date.

The board of directors believes that if the number ofoutstanding shares of its common stock present or represented at the special meeting by proxy that vote in favor of the proposalcorporation entitled to amend the

Articles of Incorporation is insufficient for shareholder approval, it is in the best interests of Mid Penn to enable the board of directors, for a limited period of time, to continue to seek to obtain a sufficient number of additional votes to approve and adopt the amendment proposal.

Our board of directors unanimously recommends a vote “FOR” the proposal to adjourn orvote.

postpone the special meeting.THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” APPROVAL AND ADOPTION OF THE PROPOSED AMENDMENT TO ARTICLE 7 OF THE AMENDED AND RESTATED ARTICLES OF INCORPORATION, AS AMENDED.

Other BusinessPROPOSAL NO. 3: ADVISORY VOTE ON EXECUTIVE COMPENSATION

We knowPresident Obama signed into law on February 17, 2009, the American Recovery and Reinvestment Act of no other business2009 which will be presentedamended Section 111 of the Emergency Economic Stabilization Act of 2008 to require companies participating in the Capital Purchase Program under the Troubled Asset Relief Program to permit a non-binding shareholder vote to approve the compensation of executives as disclosed in the Compensation Discussion and Analysis and the tabular disclosure regarding named executive officers found in this proxy statement. On December 19, 2008, the United States Department of the Treasury purchased $10 million of Fixed Rate Cumulative Perpetual Preferred Stock, Series A under the Troubled Asset Relief Program Capital Purchase Program and is submitting the following resolution for the considerationapproval of shareholders at the special meeting, but should any other matters be brought before the special meeting, we intendour shareholders:

“Resolved, that the persons namedshareholders hereby approve the executive compensation, as described in the Compensation Discussion and Analysis and the tabular disclosure (together with the accompanying narrative disclosure), regarding named executive officers in this proxy statement.”

Because your vote is advisory, it will not be binding upon the Board of Directors. However, the Compensation Committee will take into consideration the outcome of the vote at the discretion of Mid Penn’s management.when considering future executive compensation arrangements.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” APPROVAL OF THE EXECUTIVE COMPENSATION, AS DESCRIBED IN THE COMPENSATION DISCUSSION AND ANALYSIS AND THE TABULAR DISCLOSURE REGARDING NAMED EXECUTIVE OFFICERS (TOGETHER WITH THE ACCOMPANYING NARRATIVE DISCLOSURE) IN THIS PROXY STATEMENT.

Shareholder ProposalsCOMPLIANCE WITH SECTION 16(a) REPORTING

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires that officers and directors, and persons who own more than 10% of a registered class of the corporation’s equity securities, file reports of ownership and changes in ownership with the Securities and Exchange Commission. Officers, directors, and greater than 10% shareholders are required by SEC regulation to furnish the corporation with copies of all Section 16(a) forms they file.

Based solely on our review of the copies of these forms, or written representations from certain reporting persons that no Forms 5 were required for 2009those persons, Mid Penn Bancorp, Inc. believes that during the period from January 1, 2008, through December 31, 2008, its officers and directors complied with all applicable filing requirements, except for Mr. DeSoto who filed one late report for one transaction and Mr. Grubic who filed two late reports for two transactions.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Representatives of Parente Randolph, LLC are not expected to be present at the Annual Meeting of Shareholders to be held April 28, 2009. However, if representatives of Parente Randolph, LLC do attend, they will be given an opportunity to make a statement, if they desire to do so, and will be available to respond to appropriate questions.

SHAREHOLDER PROPOSALS FOR 2010 ANNUAL MEETING

In order for a shareholder proposal to be considered for inclusion in Mid Penn’sPenn Bancorp, Inc.’s proxy statement for next year’s annual meeting, the written proposal must be received by the corporation no later than November 27, 2008.2009. All proposals must comply with the Securities and Exchange Commission regulations regarding the inclusion of shareholder proposals in company-sponsored proxy materials.materials and the shareholder proposal provisions of Section 2.6 of the corporation’s By-laws. If a shareholder proposal is submitted to the corporation after November 27, 2008,2009, it is considered untimely; and although the proposal may be considered at the annual meeting, the corporation is not obligated to include it in the 20092010 proxy statement. Similarly, in compliance with the corporation’s Bylaws,By-laws, shareholders wishing to nominate a candidate for election to the boardBoard of directorsDirectors, must notify the Mid Penn’scorporation’s Secretary in writing no later than 60120 days in advance of the meeting. Shareholders must deliver any proposals or nominations in writing to the Secretary of Mid Penn Bancorp, Inc. at its principal executive office, 349 Union Street, Millersburg, Pennsylvania 17061. See page 5 for more information about nominations to the Board of Directors.

Incorporation of Financial InformationOTHER MATTERS THAT MAY COME BEFORE THE ANNUAL MEETING

The followingBoard of Directors knows of no matters other than those discussed in this proxy statement or referred to in the accompanying Notice of Annual Meeting of Shareholders that properly may come before the annual meeting. However, if any other matter should be properly presented for consideration and voting at the annual meeting or any adjournments of the meeting, the persons named as proxy holders will vote the proxies in what they determine to be the best interest of Mid Penn Bancorp, Inc.

Appendix A

Audit Committee Charter

AUDIT COMMITTEE CHARTER

PURPOSE

The Audit Committee is appointed by the Board of Directors of Mid Penn Bancorp, Inc., herein referred to as “Bank,” and serves the holding company and all subsidiaries. The primary function of the Audit Committee “Committee” is to assist the Board of Directors in fulfilling its statutory and fiduciary responsibilities with respect to internal controls, accounting policies, and auditing and financial reporting practices. The Audit Committee assists the Board of Directors in its oversight of:

COMPOSITION OF THE AUDIT COMMITTEE

The committee will be comprised of three or more directors as determined by the Board of Directors. The members of the Committee will meet the independence and experience requirements as directed by the Sarbanes-Oxley Act and NASDAQ – Global Market GM. The members of the Committee will be comprised of directors who are independent of the management of the bank and are free of any relationship that, in the opinion of the Board of Directors, would interfere with their exercise of independent judgment as an audit committee member. The members of the Committee will be elected annually at the organizational meeting of the full Board of Directors and will be listed in the annual Proxy Statement. The Board will elect one of the members of the Committee as Committee Chairperson. The Committee will meet as often as necessary to fulfill its duties and responsibilities, but not less frequently than four times a year, normally once each quarter.

The Committee shall have at least one member serve as a “financial expert” as required by the Sarbanes-Oxley Act. The Bank is required to disclose in the annual and quarterly reports to the Securities and Exchange Commission (SEC) whether or not the Committee includes at least one member who is a “financial expert” and, if not, must disclose the fact and explain why it does not have an expert serving on the Committee.

INDEPENDENT AUTHORITY OF THE AUDIT COMMITTEE

The Committee is authorized to engage independent counsel and other advisors as the Committee determines necessary to carry out its duties, and the Bank must provide appropriate funding, as the Committee determines necessary, to compensate the independent auditor and its advisors.

AUDIT COMMITTEE’S RELATIONSHIP WITH THE INDEPENDENT PUBLIC ACCOUNTANTS

The Committee has direct responsibility to select and appoint the independent public accountants (auditors).

The Committee shall oversee the external audit coverage, including annual retention of the independent auditors, the scope of the audit services, audit engagement letters, estimated fees, coordination with internal audit, monitoring of audit results and review of independent auditor’s performance and services.

The Committee shall review the results of the independent auditor’s annual audit and interim financial reviews to include: (1) annual financial statements and accompanying footnotes, (2) any significant changes required in the audit plans or scope, (3) any material differences or disputes with management encountered during the course of the audit, (4) any material management letter comments and management’s response to recommendations, (5) other portionsmatters required to be discussed by Statement on Auditing Standards No. 61.

The Committee is responsible for overseeing the resolution of any disputes between management and the independent auditors.

The Committee shall obtain and review a report from the independent auditors at least annually regarding (a) the independent auditor’s internal quality control procedures, (b) any material issues raised in the most recent internal quality review or peer review and any inquiries by governmental or professional authorities regarding the firm’s independent audits of other clients, (c) any step taken to deal with any such issues, and (d) all relationships between the independent auditor and the Bank, including a review and evaluation of the lead partner and taking into account the opinions of management and the Bank’s internal auditors.

The Committee shall pre-approve the provision by the independent auditor of all audit and non-audit services, except for those with a fee at the de minimus level.

The Committee is required to consider reports from the independent auditor on (1) the Bank’s critical accounting policies and practices, (2) all alternative treatments of financial information permitted within GAAP that have been discussed with management, the ramifications of the use of such treatments and the treatment preferred by the auditor, and (3) all other written communications between the firm and management.

The Committee is directed to resolve disagreements in analyzing any internal controls deficiencies and management or employee fraud identified in the CEO/CFO certifications required by the Sarbanes-Oxley Act.

RESPONSIBILITIES AND DUTIES OF THE AUDIT COMMITTEE

PROCEDURES FOR HANDLING ACCOUNTING COMPLAINTS; PROTECTION OF “WHISTLE BLOWERS”

The Committee has established procedures for the receipt, retention and treatment of complaints received by the Bank regarding accounting, internal accounting controls or auditing matters and for the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.

Appendix B

Nominating and Corporate Governance Committee Policy and Charter

MID PENN BANCORP, INC.

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE POLICY AND CHARTER

The following Policy and Charter identifies the duties, responsibilities, policies, and authority of the Nominating and Corporate Governance Committee (Committee) of Mid Penn Bancorp, Inc. The Committee will be comprised solely of independent Directors. It will operate in compliance with all regulatory requirements including applicable SEC and Exchange governance requirements.

EXHIBIT A

MID PENN BANCORP, INC. AND MID PENN BANK

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEE

CODE OF ETHICS

The Directors, the CEO, the CFO, the employees and individuals designated as “Insiders” in Mid Penn Bancorp, Inc. and Mid Penn Bank (the “Company”) hold an important and elevated role in corporate governance. They are vested with both the responsibility and authority to protect and preserve the interests of all of the Company’s constituents, including shareholders, customers and citizens of the communities in which we conduct business. The maintenance of extremely high standards of honest, ethical and impartial conduct is essential to assure the proper performance of the Company’s business and the maintenance of the public’s trust. This Code of Ethics prescribes the policies and procedures to be employed and enforced in the Company’s operations.

Conflicts of Interest

A “conflict of interest” exists any time you face a choice between what is in your personal interest (financial or otherwise) and the interest of the Company. These situations are not always easy to avoid. When a conflict of interest arises, it is important that you act with great care to avoid even the appearance that your actions were not in the best interest of the Company. If you find yourself in a position where your objectivity may be questioned because of individual interest or family or personal relationships, notify our Corporate Compliance Officer immediately.

Ownership Interests

Board of Directors approval is required for the fiscal year ended December 31, 2007,Company to do business with a company in which a member of the Board of Directors, an officer, an employee or a family member of a director, officer or employee owns – directly or indirectly – an interest. Any loan requests by executive officers and directors will need final approval by the Board of Directors and must be in compliance with Regulation O.

Gifts, Meals, Services and Entertainment

You should not request or accept anything that might be used as a means to influence, or even appear to influence, you against the Company’s best interests. Personal gifts should not be accepted other than those considered common business courtesies and for which you would reasonably expect to give something similar in return in the normal course of business.

Safeguarding Company Assets/Accuracy of Books and Records

The Company maintains internal controls to provide direction on protecting Company assets and financial accountability. The controls are based upon the following principles.

Do not:

Do:

Safeguarding Confidential Information

Trade secrets and other proprietary information of the Company and its customers and suppliers, employee data, information about the Company’s customers and suppliers, and all other non-public information that might be of use to the Company’s competitors or harmful to the Company or its customers, if disclosed, is confidential information. Confidential information should be protected by all Covered Persons and, except to the extent legally required or specifically authorized by an appropriate representative of the Company, should not be disclosed to persons inside or outside the Company who do not have a legitimate, work-related need to know such information. The loss of this information through inadvertent or improper disclosure could be harmful to the Company and its customers and suppliers.

Insider Trading

Insider trading is a crime that can carry severe penalties. If you know material, confidential information about the Company or any company with whom we have a business relationship and you trade Company securities, such as stocks or bonds, while in possession of that information or tell others about it before it is made public, you may have violated the insider trading laws.Please review the Insider Trading Policy and the Quarterly ReportEmployee Handbook for details on Form 10-Q forour insider trading policy.

Material information is the quarterly period ended June 30, 2008, as filedtype of news that would affect a reasonable investor’s decision on whether or not to invest in the Company’s stock. Examples include plans to issue securities, sharp changes in earnings patterns, changes in dividend rates, changes in key management personnel, mergers, acquisitions, and important regulatory actions affecting the Company. This policy forbids you from trading not only in Company stock, but also in stock of our suppliers, customers or other companies with whom we have a business relationship, while in possession of material inside information, learned in the course of your employment at our Company.

We encourage all members of the Board of Directors, officers and employees to invest in our stock. However, if you have access to any information not readily available to the public, you must be very careful when trading stock to be sure you have not traded while in possession of material non-public information. When you have such information:

If you are planning to effect a transaction in our securities, you must contact our Corporate Compliance Officer in advance.

Bribery, Kickbacks and Other Improper Payments

The Company, our Board of Directors, officers and employees must maintain high ethical and professional standards in all dealings.