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

(e) On December 18, 2012, the Compensation Committee (the "Committee") of the board of directors of Medallion Financial Corp. (the "Company"), after considering information on total compensation for the Company's executive officers, competitive conditions, accomplishment of Company goals during fiscal year 2012, and individual performance, approved fiscal year 2012 bonuses to Alvin Murstein, Chief Executive Officer, Andrew Murstein, President, Larry Hall, Senior Vice President and Chief Financial Officer, Brian O'Leary, Executive Vice President and Chief Operating Officer, and Michael Kowalsky, Executive Vice President. Based upon the overall performance of the Company in 2012, among other things, the Committee approved a $495,000 cash bonus to Alvin Murstein, a $1,289,438 cash bonus to Andrew Murstein, a $105,800 cash bonus to Larry Hall, a $86,135 cash bonus to Brian O'Leary and a $155,043 cash bonus to Michael Kowalsky. The Committee also approved 1.3% to 3% increases to the base salaries of Alvin Murstein, Andrew Murstein, Larry Hall, Brian O'Leary and Michael Kowalsky.

On December 18, 2012, the Committee granted 33,221 shares of restricted common stock under the Medallion Financial Corp. 2009 Employee Restricted Stock Plan to Alvin Murstein, 41,211 shares to Andrew Murstein, 4,205 shares to Larry Hall, 3,785 shares to Brian O'Leary, and 2,944 shares to Michael Kowalsky. These shares of restricted common stock will vest in equal one-third increments on the first, second and third anniversaries of the date of grant.

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