ITEM 5.02  Departure of Directors or Certain Officers; Election of Directors;
           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers

On December 29, 2020, Mid Penn Bank (the "Bank"), the wholly owned subsidiary of Mid Penn Bancorp, Inc. (the "Company"), amended the supplemental executive retirement plan agreements previously entered into with each of the Company's named executive officers. The amendments provide solely for a modification of the vesting schedule under the original agreements. Prior to the amendment, one-half of the annual benefit was scheduled to vest on January 1, 2022, with an additional ten percent (10%) vesting on each January 1 thereafter until fully vested on January 1, 2027. As amended, the annual benefit will vest ten percent each year, applied retroactively, such that forty percent (40%) of each named executive officer's benefit is vested as of January 1, 2021. All other terms of the supplemental executive retirement plan agreements remain unchanged.

The foregoing description of the amendments is qualified in its entirety by reference to the actual form of amendment filed herewith as Exhibit 10.1, which is incorporated herein by reference.

ITEM 9.01Financial Statements and Exhibits





(d) Exhibits.



  No. Description

10.1 Form of Amendment to Supplemental Executive Retirement Plan Agreement with Messrs. Ritrievi, Micklewright, Peduzzi, Webb and Paese.


104Cover Page Interactive Data File (embedded within the Inline XBRL document).

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