Mid Penn Bancorp Inc Sample Contracts

Common Stock, par value $1.00 per share UNDERWRITING AGREEMENT
Underwriting Agreement • November 1st, 2024 • Mid Penn Bancorp Inc • State commercial banks • New York

As part of the offering contemplated by this Agreement, Piper Sandler & Co. (the “Designated Underwriter”) has agreed to reserve out of the Firm Stock purchased by it under this Agreement, up to 2.0% of the shares for sale to the Company’s directors, employees and other parties associated with the Company (collectively, the “Directed Share Participants”), as set forth in the Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”) and subject to the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”). The Firm Stock to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not purchased through the Directed Share Program will be offered to the public by the Underwriters.

MID PENN BANK EXECUTIVE DEFERRED COMPENSATION AGREEMENT
Executive Deferred Compensation Agreement • November 10th, 2008 • Mid Penn Bancorp Inc • State commercial banks • Pennsylvania
SECOND AMENDMENT TO THE MID PENN BANK AMENDED AND RESTATED DIRECTOR DEFERRED FEE AGREEMENT DATED JANUARY 1, 2005 AND AMENDED JUNE 28, 2007 FOR ALAN DAKEY
Director Deferred Fee Agreement • November 10th, 2008 • Mid Penn Bancorp Inc • State commercial banks • Pennsylvania
AMONG
Merger Agreement • March 27th, 1998 • Mid Penn Bancorp Inc • State commercial banks • Pennsylvania
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Supplemental Executive Retirement Plan Agreement • May 8th, 2024 • Mid Penn Bancorp Inc • State commercial banks • Pennsylvania
MID PENN BANK SPLIT DOLLAR LIFE INSURANCE PLAN
Split Dollar Life Insurance Plan • November 10th, 2008 • Mid Penn Bancorp Inc • State commercial banks • Pennsylvania
ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • March 5th, 2015 • Mid Penn Bancorp Inc • State commercial banks • New York

This Assignment and Assumption Agreement (this “Assumption Agreement”) is made and entered as of the 1st day of March 2015, by and between Phoenix Bancorp, Inc., a Pennsylvania corporation and bank holding company with its principal offices in Pottsville, Pennsylvania (“Phoenix”), and Mid Penn Bancorp, Inc., a Pennsylvania corporation and bank holding company with its principal offices in Millersburg, Pennsylvania (“Mid Penn”).

AGREEMENT AND PLAN OF MERGER BY AND BETWEEN MID PENN BANCORP, INC. AND WILLIAM PENN BANCORPORATION dated as of October 31, 2024
Merger Agreement • November 1st, 2024 • Mid Penn Bancorp Inc • State commercial banks • Maryland

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 31, 2024, is made by and between Mid Penn Bancorp, Inc., a Pennsylvania corporation (“Mid Penn”), and William Penn Bancorporation, a Maryland corporation (“William Penn”). Certain capitalized terms have the meanings given to them in Article I.

August , 2014
Merger Agreement • August 29th, 2014 • Mid Penn Bancorp Inc • State commercial banks
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Supplemental Executive Retirement Plan Agreement • March 12th, 2026 • Mid Penn Bancorp Inc • State commercial banks • Pennsylvania
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • August 27th, 2021 • Mid Penn Bancorp Inc • State commercial banks

This FIRST AMENDMENT, dated as of August 26, 2021 (this “First Amendment”), is by and between Mid Penn Bancorp, Inc., a Pennsylvania corporation (“Mid Penn”), and Riverview Financial Corporation, a Pennsylvania corporation (“Riverview”), and amends that certain Agreement and Plan of Merger dated as of June 30, 2021 by and between Mid Penn and Riverview (the “Agreement”).

AGREEMENT AND PLAN OF MERGER BY AND BETWEEN MID PENN BANCORP, INC. AND FIRST PRIORITY FINANCIAL CORP. dated as of January 16, 2018
Merger Agreement • January 16th, 2018 • Mid Penn Bancorp Inc • State commercial banks • Pennsylvania

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of January 16, 2018, is made by and between Mid Penn Bancorp, Inc., a Pennsylvania corporation (“Mid Penn”), and First Priority Financial Corp., a Pennsylvania corporation (“First Priority”). Certain capitalized terms have the meanings given to them in Article I.

Contract
Supplemental Executive Retirement Plan Agreement • October 24th, 2025 • Mid Penn Bancorp Inc • State commercial banks • Pennsylvania
EMPLOYMENT AGREEMENT RORY G. RITRIEVI EFFECTIVE DATE FEBRUARY 25, 2009
Employment Agreement • March 2nd, 2009 • Mid Penn Bancorp Inc • State commercial banks • Pennsylvania

This Agreement is dated effective as of February 25, 2009, by and between MID PENN BANK, a Pennsylvania corporation (“Mid Penn”) and Rory G. Ritrievi (“Executive”).

AGREEMENT AND PLAN OF MERGER BY AND BETWEEN MID PENN BANCORP, INC. AND BRUNSWICK BANCORP dated as of December 20, 2022
Merger Agreement • December 20th, 2022 • Mid Penn Bancorp Inc • State commercial banks • Pennsylvania

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 20, 2022, is made by and between Mid Penn Bancorp, Inc., a Pennsylvania corporation (“Mid Penn”), and Brunswick Bancorp, a New Jersey corporation (“Brunswick”). Certain capitalized terms have the meanings given to them in Article I.

EMPLOYMENT AGREEMENT
Employment Agreement • November 4th, 2016 • Mid Penn Bancorp Inc • State commercial banks • Pennsylvania

THIS AGREEMENT (“Agreement”) is made as of this 3rd day of November 2016 (the “Effective Date”), between MID PENN BANCORP, INC., a Pennsylvania business corporation (the “Corporation”), MID PENN BANK, a state-chartered commercial bank (the “Bank”), and RORY G. RITRIEVI, an adult individual (“Executive”).

WITNESS: EXECUTIVE /s/ Leanne Rhoads By: /s/ Justin T. Webb Justin T. Webb
Supplemental Executive Retirement Plan Agreement • August 26th, 2025 • Mid Penn Bancorp Inc • State commercial banks
AGREEMENT AND PLAN OF MERGER BY AND BETWEEN MID PENN BANCORP, INC. AND 1st COLONIAL BANCORP, INC. dated as of September 24, 2025
Merger Agreement • September 25th, 2025 • Mid Penn Bancorp Inc • State commercial banks • Pennsylvania

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of September __, 2025, is made by and between Mid Penn Bancorp, Inc., a Pennsylvania corporation (“Mid Penn”), and 1st Colonial Bancorp, Inc., a Pennsylvania corporation (“1st Colonial”). Certain capitalized terms have the meanings given to them in Article I.

Contract
Split Dollar Agreement • October 24th, 2025 • Mid Penn Bancorp Inc • State commercial banks • Pennsylvania
SPLIT DOLLAR AGREEMENT
Split Dollar Agreement • March 14th, 2005 • Mid Penn Bancorp Inc • State commercial banks • Pennsylvania

This AGREEMENT, made and entered into this 15th day of December, 1994, by and among Mid Penn Bank, (hereinafter referred to as the “Corporation”), a Corporation organized and existing under the laws of Pennsylvania, and Eugene F. Shaffer (hereinafter referred to as the “Employee”).

AMENDMENT TO SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT
Supplemental Executive Retirement Plan Agreement • January 4th, 2021 • Mid Penn Bancorp Inc • State commercial banks

THIS AMENDMENT TO SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT (“Amendment”) is made as of the 29th day of December, 2020, by and between _____________________ (“Executive”) and MID PENN BANK (the “Bank”).

Mid Penn Bancorp, Inc. Letterhead] June 30, 2021
Merger Agreement • August 6th, 2021 • Mid Penn Bancorp Inc • State commercial banks • Pennsylvania

Reference is made to that certain Agreement and Plan of Merger by and between Mid Penn Bancorp, Inc. (the “Company”) and Riverview Financial Corporation (“Riverview”) dated June 30, 2021 (the “Merger Agreement”), pursuant to which Riverview will merge with and into the Company, with the Company as the surviving corporation in the merger (the “Merger”). Riverview and Castle Creek Capital Partners, VI, L.P. (“Castle Creek”) are party to that certain agreement dated January 17, 2017 (the “Riverview Agreement”), executed in connection with that certain Stock Purchase Agreement, dated as of January 17, 2017, between Riverview, Castle Creek and the other purchasers identified on the signature pages thereto, pursuant to which Riverview granted Castle Creek certain investor rights specific to Castle Creek.

EXECUTIVE By: __/s/ Joan Dickinson_________ Joan Dickinson
Supplemental Executive Retirement Plan Agreement • March 12th, 2026 • Mid Penn Bancorp Inc • State commercial banks
AMENDMENT TO SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT
Supplemental Executive Retirement Plan Agreement • March 24th, 2021 • Mid Penn Bancorp Inc • State commercial banks

THIS AMENDMENT TO SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT (“Amendment”) is made as of the _____ day of March, 2021, by and between [Executive Name] (the “Executive”) and MID PENN BANK (the “Bank”).

March 29, 2017
Merger Agreement • March 30th, 2017 • Mid Penn Bancorp Inc • State commercial banks

Scottdale has required that, as a condition to its willingness to enter into the Merger Agreement and pursuant to Section 7.7 of the Merger Agreement, the undersigned shareholder of Mid Penn execute and deliver to Scottdale this Agreement.

DEATH BENEFIT PLAN AND AGREEMENT
Death Benefit Plan and Agreement • March 14th, 2005 • Mid Penn Bancorp Inc • State commercial banks • Pennsylvania

THIS MID PENN BANK DEATH BENEFIT PLAN AND AGREEMENT (the “Agreement”) is adopted this day of , 2004, by and between MID PENN BANK (the “Bank”), a Pennsylvania-chartered commercial bank located in Millersburg, Pennsylvania, and Scott Shaffer as Trustee of the EUGENE F. SHAFFER IRREVOCABLE TRUST I dated November 15, 1994 (the Trust).

AMENDMENT NO. 1 TO CHANGE IN CONTROL SEVERANCE AGREEMENT
Change in Control Severance Agreement • September 5th, 2018 • Mid Penn Bancorp Inc • State commercial banks

THIS AMENDMENT NO. 1 TO CHANGE IN CONTROL SEVERANCE AGREEMENT (“Amendment”) is made as of the 31st day of August, 2018, by and between (“Executive”) and MID PENN BANCORP, INC. (the “Company”).

Contract
Restricted Stock Agreement • March 13th, 2018 • Mid Penn Bancorp Inc • State commercial banks

THIS AGREEMENT, dated as of ______, ____ (“Grant Date”) by and between Mid Penn Bancorp, Inc. (“Company”), and ___________ (“Participant”), is entered into as follows:

AMENDMENT TO CHANGE IN CONTROL SEVERANCE AGREEMENT
Change in Control Severance Agreement • March 24th, 2021 • Mid Penn Bancorp Inc • State commercial banks

THIS AMENDMENT TO CHANGE IN CONTROL SEVERANCE AGREEMENT (“Amendment”) is made as of the 22nd day of March, 2021, by and between [Executive Name] (the “Executive”) and MID PENN BANCORP, INC. (the “Company”).