EXHIBIT 99.3
Letter to Participants in the Plan.
November 3, 1997
Dear Shareholder:
I am pleased to announce that your Board of Directors has
declared a $.19 per share quarterly cash dividend payable Monday,
November 24, 1997, to shareholders of record Wednesday, November
5, 1997.
I am also pleased to inform you that the Board of Directors
has amended the Corporation's Dividend Reinvestment Plan ("Plan")
to authorize the issuance and registration under the Securities
Act of 1933, as amended, of 200,000 shares of the Corporation's
common stock. As you know, the Plan is designed to allow you to
use your cash dividends to purchase additional shares of the
Corporation's common stock and permits you to purchase additional
shares, within certain limits, if you so desire, by submitting
voluntary cash payments in conjunction with each dividend payment
date. We are enclosing a prospectus containing additional
descriptive information concerning the Plan, as revised.
In addition and effective November 1, 1997, the Corporation
has engaged Norwest Bank Minnesota, National Association
("Norwest") as transfer agent, registrar, dividend disbursing
agent, and dividend reinvestment plan administrator for the
Corporation's common stock, and as such, Norwest will administer,
among other things, the Plan. You do not need to take any action
as a result of this change.
Norwest was chosen for their responsiveness to stockholders
and attention to detail. Norwest will continue to provide you
with the same high level of service that you received from Mid
Penn Bancorp, Inc. Norwest representatives will be available to
assist you at the following telephone number between 8:30 a.m.
and 8:00 p.m., eastern time, Monday through Friday: 1-800-468-9716.
If you wish to submit a voluntary cash payment to the Plan,
please complete the enclosed Authorization Form and return the
Form with your check prior to November 24, 1997. This
Authorization Form is for this dividend payment only. In the
future, a payment form will accompany your statement of account.
We appreciate your continued ownership of the Corporation's
common stock. Please write or telephone Kevin W. Laudenslager or
me with any questions that you have with respect to the Plan or
otherwise.
Sincerely,
/s/ Eugene F. Shaffer
----------------------
Eugene F. Shaffer
Chairman, President & CEO
Enclosures
DIVIDEND REINVESTMENT PLAN AUTHORIZATION FORM
I hereby appoint Norwest Bank Minnesota, N.A. (Norwest) as my
agent, under the terms and conditions of the Dividend
Reinvestment Plan and authorize Norwest, as such agent, to
receive dividends on my shares of stock as indicated below and
any voluntary cash payments I may hereafter choose to send or
have automatically withdrawn from my account, and to apply such
amounts to the purchase of Mid Penn Bancorp, Inc. common stock
as provided in the Plan.
[ ] I enclose a voluntary cash [ ] I authorize Norwest to
contribution to be invested in withdraw $_________ from
Common Stock in accordance with my Mid Penn Bank
the Plan. checking/savings account
#____________
for the November 24,
1997 dividend.
Amount enclosed: $________________
Minimum amount: $100.00
Maximum amount: $5,000.00
THIS IS NOT A PROXY.
I acknowledge receipt of the Dividend Reinvestment Plan of Mid
Penn Bancorp, Inc. and agree to the terms and conditions as
stated therein. I understand that I may withdraw from the Plan
at any time by giving written notice to Norwest.
All persons whose names appear on the stock must sign this
Authorization Form.
__________________________ __________________________
Shareholder Signature Shareholder Signature
__________________________
Social Security Number
Date____________________________ Telephone Number( )___________
COMPLETE THIS FORM ONLY IF YOU ARE MAKING A VOLUNTARY CASH
CONTRIBUTION FOR THE NOVEMBER 24, 1997 DIVIDEND. RETURN FORM AND
CHECK, IF APPLICABLE, TO:
NORWEST BANK MINNESOTA, N.A.
SHAREOWNER SERVICES
161 NORTH CONCORD EXCHANGE STREET
SOUTH ST. PAUL, MN 55075-1139