United States SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K
 Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 for the fiscal year ended: December 31, 2009
 Commission File Number: 000-32561
 Middlefield Banc Corp.
 (Exact name of registrant as specified in its charter)
 Ohio
    
    34-1585111(State or other jurisdiction 
of incorporation or organization)
    
    (IRS Employer
Identification No.)
 
 (Address, including zip code, and telephone number,
including area code, of registrants principal executive offices)
 Securities registered pursuant to section 12(b) of the Act none
 Securities registered pursuant to section 12(g) of the Act
 Yes o No þ
 Yes o No þ
 þ o
 Yes o No o
 o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ
 Yes o No þ
  Documents Incorporated by Reference




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##### 



Item 1  Business
 Middlefield Banc Corp .
 1.
    
    The Middlefield Banking Company (MBC), an Ohio-chartered commercial bank that began
operations in 1901. MBC engages in a general commercial banking business in northeastern
Ohio. The principal executive office is located at 15985 East High Street, Middlefield,
Ohio 44062-0035, and its telephone number is (440) 632-1666.
 2.
    
    Emerald Bank (EB), an Ohio-chartered commercial bank headquartered in Dublin, Ohio.
EB engages in a general commercial banking business in central Ohio. The principal
executive office is located at 6215 Perimeter Drive, Dublin Ohio 43017, and its telephone
number is (614) 793-4631.
 3.
    
    EMORECO, an Ohio asset resolution corporation headquartered in Middlefield, Ohio.
EMORECO engages in the resolution and disposition of troubled assets in central Ohio. The
principal executive office is located at 15985 East High Street, Middlefield, Ohio
44062-0035, and its telephone number is (440) 632-1666.
 The Middlefield Banking Company .
   Emerald Bank
 EMORECO.
 Market Area
 Competition .
  2




---



##### 



Forward-looking Statements
  
    
    the strength of the United States economy in general and the strength of the local economies in
which we conduct our operations; general economic conditions, either nationally or regionally, may
be less favorable than we expect, resulting in a deterioration in the credit quality of our loan
assets, among other things
 
    
    the effects of, and changes in, trade, monetary and fiscal policies and laws, including
interest-rate policies of the Federal Reserve Board
 
    
    inflation, interest rate, market, and monetary fluctuations
 
    
    the development and acceptance of new products and services of the Company and subsidiaries and
the perceived overall value of these products and services by users, including the features,
pricing, and quality compared to competitors products and services
 
    
    the willingness of users to substitute our products and services for those of competitors
 
    
    the impact of changes in financial services laws and regulations (including laws concerning
taxes, banking, securities, and insurance)
 
    
    changes in consumer spending and saving habits
  Lending Loan Portfolio Composition and Activity
    3




---



##### 



Loan Portfolio Composition at December 31,2009
    
    
    2008
    
    
    2007
    
    
    2006
    
    
    2005(Dollars in thousands)
    
    Amount
    
    
    Percent
    
    
    Amount
    
    
    Percent
    
    
    Amount
    
    
    Percent
    
    
    Amount
    
    
    Percent
    
    
    Amount
    
    
    PercentType of loan:Commercial and
industrial
    
    $
    56,969
    
    
    
    16.11
    
    
    $
    66,524
    
    
    
    20.69
    
    
    $
    67,010
    
    
    
    21.65
    
    
    $
    68,496
    
    
    
    27.49
    
    
    $
    65,252
    
    
    
    27.88Real estate
construction
    
    
    7,837
    
    
    
    2.22
    
    
    
    7,965
    
    
    
    2.48
    
    
    
    6,704
    
    
    
    2.17
    
    
    
    2,458
    
    
    
    0.99
    
    
    
    2,725
    
    
    
    1.16Mortgage:Residential
    
    
    205,074
    
    
    
    58.00
    
    
    
    199,354
    
    
    
    61.99
    
    
    
    193,514
    
    
    
    62.53
    
    
    
    162,917
    
    
    
    65.38
    
    
    
    151,866
    
    
    
    64.88Commercial
    
    
    78,763
    
    
    
    22.27
    
    
    
    42,789
    
    
    
    13.31
    
    
    
    36,818
    
    
    
    11.90
    
    
    
    9,949
    
    
    
    3.99
    
    
    
    8,208
    
    
    
    3.51Consumer installment
    
    
    4,954
    
    
    
    1.40
    
    
    
    4,943
    
    
    
    1.53
    
    
    
    5,400
    
    
    
    1.75
    
    
    
    5,371
    
    
    
    2.16
    
    
    
    6,004
    
    
    
    2.57Total loans
    
    
    353,597
    
    
    
    100.00
    
    
    
    321,575
    
    
    
    100.00
    
    
    
    309,446
    
    
    
    100.00
    
    
    
    249,191
    
    
    
    100.00
    
    
    
    234,055
    
    
    
    100.00Less:Allowance for loan
losses
    
    
    4,937
    
    
    
    
    
    
    
    3,557
    
    
    
    
    
    
    
    3,299
    
    
    
    
    
    
    
    2,849
    
    
    
    
    
    
    
    2,841Net loans
    
    $
    348,660
    
    
    
    
    
    
    $
    318,019
    
    
    
    
    
    
    $
    306,147
    
    
    
    
    
    
    $
    246,342
    
    
    
    
    
    
    $
    231,214
  Loan Portfolio Maturity at December 31, 2009Commercialand
    
    
    Real Estate
    
    
    Mortgage
    
    
    Consumer(Dollars in thousands)
    
    Industrial
    
    
    Construction
    
    
    Residential
    
    
    Commercial
    
    
    Installment
    
    
    TotalAmount due:In one year or less
    
    $
    13,392
    
    
    $
    2,908
    
    
    $
    1,915
    
    
    $
    3,869
    
    
    $
    1,287
    
    
    $
    23,371After one year
through five years
    
    
    18,018
    
    
    
    789
    
    
    
    10,658
    
    
    
    4,817
    
    
    
    3,070
    
    
    
    37,352After five years
    
    
    25,559
    
    
    
    4,140
    
    
    
    192,501
    
    
    
    70,077
    
    
    
    597
    
    
    
    292,874Total amount due
    
    $
    56,969
    
    
    $
    7,837
    
    
    $
    205,074
    
    
    $
    78,763
    
    
    $
    4,954
    
    
    $
    353,597
   4




---



##### 



Fixed
    
    
    Adjustable(Dollars in thousands)
    
    Rate
    
    
    Rate
    
    
    TotalCommercial and industrial
    
    $
    25,521
    
    
    $
    31,448
    
    
    $
    56,969Real estate construction
    
    
    800
    
    
    
    7,037
    
    
    
    7,837Mortgage:Residential
    
    
    28,337
    
    
    
    176,737
    
    
    
    205,074Commercial
    
    
    9,697
    
    
    
    69,066
    
    
    
    78,763Consumer installment
    
    
    4,860
    
    
    
    94
    
    
    
    4,954$
    69,215
    
    
    $
    284,382
    
    
    $
    353,597
 Residential Mortgage Loans .
     Commercial and Industrial Loans and Commercial Real Estate Loans . include 
 
    
    accounts receivable, inventory and working capital loans
 
    
    renewable operating lines of credit
 
    
    loans to finance capital equipment
 
    
    term business loans
 
    
    short-term notes
 
    
    selected guaranteed or subsidized loan programs for small businesses
 
    
    loans to professionals
 
    
    commercial real estate loans
   5




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##### 



Real Estate Construction
 
    
    residential construction loans to borrowers who will occupy the premises upon completion of construction,
    
    residential construction loans to builders,
    
    commercial construction loans, and
    
    real estate acquisition and development loans.
   Consumer Installment Loan .
   Loan Solicitation and Processing .
   6




---



##### 



Income from Lending Activities .
 Nonperforming Loans
   Classified Assets .
    Classified Assets at December 31,2009
    
    
    2008
    
    
    2007
    
    
    2006
    
    
    2005Percent
    
    
    
    
    
    
    Percent
    
    
    
    
    
    
    Percent
    
    
    
    
    
    
    Percent
    
    
    
    
    
    
    Percentof total
    
    
    
    
    
    
    of total
    
    
    
    
    
    
    of total
    
    
    
    
    
    
    of total
    
    
    
    
    
    
    of total(Dollars in thousands)
    
    Amount
    
    
    loans
    
    
    Amount
    
    
    loans
    
    
    Amount
    
    
    loans
    
    
    Amount
    
    
    loans
    
    
    Amount
    
    
    loansClassified loans:Special mention
    
    $
    4,322
    
    
    
    1.22
    %
    
    $
    5,134
    
    
    
    1.60
    %
    
    $
    5,302
    
    
    
    1.71
    %
    
    $
    7,394
    
    
    
    2.97
    %
    
    $
    6,567
    
    
    
    2.81
    %Substandard
    
    
    18,928
    
    
    
    5.35
    %
    
    
    5,350
    
    
    
    1.66
    %
    
    
    1,029
    
    
    
    0.33
    %
    
    
    1,515
    
    
    
    0.61
    %
    
    
    2,020
    
    
    
    0.86
    %Doubtful
    
    
    277
    
    
    
    0.08
    %
    
    
    420
    
    
    
    0.13
    %
    
    
    835
    
    
    
    0.27
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.00
    %Loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total
amount due
    
    $
    23,527
    
    
    
    6.65
    %
    
    $
    10,904
    
    
    
    3.39
    %
    
    $
    7,166
    
    
    
    2.31
    %
    
    $
    8,909
    
    
    
    3.58
    %
    
    $
    8,587
    
    
    
    3.67
    %
   7




---



##### 



Investments.
    Investment Portfolio Amortized Cost and Fair Value at December 31,2009
    
    
    2008
    
    
    2007Amortized
    
    
    
    
    
    
    Amortized
    
    
    
    
    
    
    Amortized(Dollars in thousands)
    
    cost
    
    
    Fair value
    
    
    cost
    
    
    Fair value
    
    
    cost
    
    
    Fair valueAvailable for Sale:U.S. Government agency securities
    
    $
    18,657
    
    
    $
    18,330
    
    
    $
    4,377
    
    
    $
    4,504
    
    
    $
    7,873
    
    
    $
    7,927Obligations of states and political subdivisions:Taxable
    
    
    3,451
    
    
    
    3,375
    
    
    
    500
    
    
    
    496
    
    
    
    749
    
    
    
    742Tax-exempt
    
    
    52,752
    
    
    
    53,345
    
    
    
    44,328
    
    
    
    43,684
    
    
    
    47,263
    
    
    
    46,929Mortgage-backed securities
    
    
    60,055
    
    
    
    60,743
    
    
    
    54,568
    
    
    
    54,564
    
    
    
    29,219
    
    
    
    29,046Equity securities
    
    
    944
    
    
    
    919
    
    
    
    944
    
    
    
    1,022
    
    
    
    944
    
    
    
    1,324Total Investment Securities
    
    $
    135,859
    
    
    $
    136,711
    
    
    $
    104,717
    
    
    $
    104,270
    
    
    $
    86,048
    
    
    $
    85,968
  December 31, 2009One year or less
    
    
    More than one to five years
    
    
    More than five to ten years
    
    
    More than ten years
    
    
    Total investment securities(Dollars in thousands)
    
    Amortized 
cost
    
    
    Average 
yield
    
    
    Amortized 
cost
    
    
    Average 
yield
    
    
    Amortized 
cost
    
    
    Average 
yield
    
    
    Amortized 
cost
    
    
    Average 
yield
    
    
    Amortized 
cost
    
    
    Average 
yield
    
    
    Market 
valueU.S. Government
agency securities
    
    $
    
    
    
    
    
    %
    
    $
    1,400
    
    
    
    3.82
    %
    
    $
    4,758
    
    
    
    4.45
    %
    
    $
    12,499
    
    
    
    5.28
    %
    
    $
    18,657
    
    
    
    5.37
    %
    
    $
    18,330Obligations of
states and
political
subdivisions:Taxable
    
    
    500
    
    
    
    4.20
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,951
    
    
    
    5.54
    
    
    
    3,451
    
    
    
    3.83
    
    
    
    3,375Tax-exempt
    
    
    1,015
    
    
    
    5.27
    
    
    
    5,246
    
    
    
    5.55
    
    
    
    14,262
    
    
    
    5.91
    
    
    
    32,228
    
    
    
    6.37
    
    
    
    52,752
    
    
    
    6.05
    
    
    
    53,345Mortgage-backed securities
    
    
    115
    
    
    
    4.05
    
    
    
    407
    
    
    
    4.06
    
    
    
    4,221
    
    
    
    5.27
    
    
    
    55,313
    
    
    
    5.23
    
    
    
    60,055
    
    
    
    5.53
    
    
    
    60,743Equity Securities
    
    
    944
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    944
    
    
    
    
    
    
    
    919Total
    
    $
    2,574
    
    
    
    2.26
    %
    
    $
    7,053
    
    
    
    5.12
    %
    
    $
    23,241
    
    
    
    5.49
    %
    
    $
    102,991
    
    
    
    5.45
    %
    
    $
    135,859
    
    
    
    5.53
    %
    
    $
    136,711
  8




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##### 



Sources of Funds Deposit Accounts
  Maturity of Time Deposits of$100,000 or more atDecember 31, 2009Amount
    
    
    Percent of TotalWithin three months
    
    $
    7,458,530
    
    
    
    9.06
    %Beyond three but within six months
    
    
    10,924,554
    
    
    
    13.27Beyond six but within twelve
months
    
    
    26,542,350
    
    
    
    32.23Beyond one year
    
    
    37,419,796
    
    
    
    45.44Total
    
    $
    82,345,230
    
    
    
    100.00
    %
 Borrowings
  2009
    
    
    2008
    
    
    2007Balance at year-end
    
    $
    6,799,555
    
    
    $
    1,886,253
    
    
    
    1,510,607Average balance outstanding
    
    
    2,280,815
    
    
    
    2,967,069
    
    
    
    2,383,902Maximum month-end balance
    
    
    7,405,872
    
    
    
    6,057,893
    
    
    
    5,768,057Weighted-average rate at
year-end
    
    
    3.47
    %
    
    
    1.10
    %
    
    
    2.96
    %Weighted-average rate
during the year
    
    
    1.50
    %
    
    
    1.55
    %
    
    
    3.89
    %
 Personnel
  Supervision and Regulation
   9




---



##### 



FDIC RegulationsCapital
    
    Adequately
    
    
    Well
    
    
    December 31,Ratios
    
    Capitalized
    
    
    Capitalized
    
    
    2009
    
    
    2008Leverage
    
    
    4.00
    %
    
    
    5.00
    %      (1)
    
    
    10.29
    %
    
    
    12.91
    %Risk-Based Capital:Tier 1
    
    
    4.00
    
    
    
    6.00
    
    
    
    13.63
    
    
    
    15.48Total
    
    
    8.00
    
    
    
    10.00
    
    
    
    14.91
    
    
    
    16.73
 (1)
    
    9 percent required by MOU  10




---



##### 



Regulation of Bank Holding Companies Bank and Bank Holding Company Acquisitions
 
    
    directly or indirectly acquiring ownership or control of any voting
 shares of another bank or bank holding company, if after the
acquisition the acquiring company would own or control more than 5% of
the shares of the other bank or bank holding company (unless the
acquiring company already owns or controls a majority of the shares),
    
    acquiring all or substantially all of the assets of another bank, or
 
    
    merging or consolidating with another bank holding company.
   Nonbanking Activities
 Financial Holding Companies
 
    
    financial in nature or incidental to that financial activity, or
    
    complementary to a financial activity and that does not pose a
substantial risk to the safety and soundness of depository
institutions or the financial system generally.
  
    
    acting as principal, agent, or broker for insurance,
    
    underwriting, dealing in, or making a market in securities, and
    
    providing financial and investment advice.
   11




---



##### 



Holding Company Capital and Source of Strength
  Liability of Commonly Controlled Institutions.
 Federal Deposit Insurance
   Interstate Banking and Branching
 de novo de novo de novo
  12




---



##### 



Capital Risk-Based Capital Requirements
   
    
    the allowance for loan losses, up to a maximum of 1.25% of risk-weighted assets,
    
    any qualifying perpetual preferred stock exceeding the amount includable in Tier 1 capital,
    
    mandatory convertible securities, and
    
    subordinated debt and intermediate term preferred stock, up to 50% of Tier 1 capital.
    Prompt Corrective Action
  13




---



##### 



Middlefield Banc Corp.
    
    
    The Middlefield Banking Co.
    
    
    Emerald BankDecember 31, 2009
    
    
    December 31, 2009
    
    
    December 31, 2009Amount
    
    
    Ratio
    
    
    Amount
    
    
    Ratio
    
    
    Amount
    
    
    RatioTotal Capital(to Risk-weighted Assets)Actual
    
    $
    43,548,978
    
    
    
    12.34
    %
    
    $
    34,837,744
    
    
    
    11.47
    %
    
    $
    7,067,261
    
    
    
    14.91
    %For Capital Adequacy
Purposes
    
    
    28,242,856
    
    
    
    8.00
    
    
    
    24,305,760
    
    
    
    8.00
    
    
    
    3,792,899
    
    
    
    8.00To Be Well Capitalized
    
    
    35,303,570
    
    
    
    10.00
    
    
    
    30,382,200
    
    
    
    10.00
    
    
    
    4,741,124
    
    
    
    10.00Tier I Capital(to Risk-weighted Assets)Actual
    
    $
    39,121,139
    
    
    
    11.08
    %
    
    $
    31,639,717
    
    
    
    10.41
    %
    
    $
    6,460,474
    
    
    
    13.63
    %For Capital Adequacy
Purposes
    
    
    14,121,428
    
    
    
    4.00
    
    
    
    12,152,880
    
    
    
    4.00
    
    
    
    1,896,450
    
    
    
    4.00To Be Well Capitalized
    
    
    21,182,142
    
    
    
    6.00
    
    
    
    18,229,320
    
    
    
    5.00
    
    
    
    2,844,674
    
    
    
    6.00Tier I Capital(to Average Assets)Actual
    
    $
    39,121,139
    
    
    
    7.99
    %
    
    $
    31,639,717
    
    
    
    7.45
    %
    
    $
    6,460,474
    
    
    
    10.29
    %For Capital Adequacy
Purposes
    
    
    19,583,492
    
    
    
    4.00
    
    
    
    16,984,228
    
    
    
    4.00
    
    
    
    2,510,359
    
    
    
    4.00To Be Well Capitalized
    
    
    24,479,365
    
    
    
    5.00
    
    
    
    21,230,285
    
    
    
    5.00
    
    
    
    3,137,949
    
    
    
    5.00
 Limits on Dividends and Other Payments x y x y
  Sarbanes-Oxley Act of 2002
    14




---



##### 



Transactions with Affiliates
 
    
    limit the extent to which a bank or its subsidiaries may lend to or engage in various other kinds of
transactions with any one affiliate to an amount equal to 10% of the institutions capital and surplus,
limiting the aggregate of covered transactions with all affiliates to 20% of capital and surplus,
    
    impose restrictions on investments by a subsidiary bank in the stock or securities of its holding company,
    
    impose restrictions on the use of a holding companys stock as collateral for loans by the subsidiary bank, and
    
    require that affiliate transactions be on terms substantially the same, or at least as favorable to the
institution or subsidiary, as those provided to a non-affiliate.
  Banking agency guidance for commercial real estate lending
  
    
    total reported loans for construction, land development, and other land represent 100%
or more of the institutions total capital, or
 
    
    total commercial real estate loans represent 300% or more of the institutions total
capital and the outstanding balance of the institutions commercial real estate loan
portfolio has increased by 50% or more during the prior 36 months.
  Community Reinvestment Act
    15




---



##### 



Federal Home Loan Bank
  Anti-money laundering and anti-terrorism legislation
   
    
    a financial institution must establish due diligence policies, procedures, and controls
reasonably designed to detect and report money laundering through correspondent accounts
and private banking accounts,
 
    
    no bank may establish, maintain, administer, or manage a correspondent account in the
United States for a foreign shell bank,
 
    
    financial institutions must abide by Treasury Department regulations encouraging
financial institutions, their regulatory authorities, and law enforcement authorities to
share information about individuals, entities, and organizations engaged in or suspected of
engaging in terrorist acts or money laundering activities,
 
    
    financial institutions must follow Treasury Department regulations setting forth
minimum standards regarding customer identification. These regulations require financial
institutions to implement reasonable procedures for verifying the identity of any person
seeking to open an account, maintain records of the information used to verify the persons
identity, and consult lists of known or suspected terrorists and terrorist organizations
provided to the financial institution by government agencies,
 
    
    every financial institution must establish anti-money laundering programs, including the
development of internal policies and procedures, designation of a compliance officer, employee
training, and an independent audit function.
 State Banking Regulation
 Monetary Policy
  16




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##### 



Item 1.A  Risk Factors
 Risks Related to the Companys Business
 Recent negative developments in the financial industry and the domestic credit market may
adversely affect the Companys operations and results .
 There can be no assurance that recent legislative and regulatory initiatives to address
difficult market and economic conditions will stabilize the U.S. banking system
    The Company operates in a highly competitive industry and market area
  17




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##### 




    
    the ability to develop, maintain, and build long-term customer relationships
based on top quality service, high ethical standards, and safe, sound assets;
 
    
    the ability to expand the Companys market position;
 
    
    the scope, relevance, and pricing of products and services offered to meet
customer needs and demands;
 
    
    the rate at which the Company introduces new products and services relative to
its competitors;
 
    
    customer satisfaction with the Companys level of service; and
 
    
    industry and general economic trends.
  The Company may not be able to attract and retain skilled people .
 The Company does not have the financial and other resources that larger competitors have; this
could affect its ability to compete for large commercial loan originations and its ability to offer
products and services competitors provide to customers .
 The business of banking is changing rapidly with changes in technology, which poses financial
and technological challenges to small and mid-sized institutions
 The banking industry is heavily regulated; the compliance burden to the industry is
considerable; the principal beneficiary of federal and state regulation is the public at large and
depositors, not stockholders
  18




---



##### 



Success in the banking industry requires disciplined management of lending risks .
   Changing interest rates have a direct and immediate impact on financial institutions
 A prolonged economic downturn in our market area would adversely affect our loan portfolio and
our growth prospects
  19




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##### 



The Company could incur liabilities under federal and state environmental laws if we foreclose
on commercial properties
 Changes in accounting standards could materially impact our consolidated financial statements .
 There are risks with respect to future expansion and acquisitions or mergers
 
    
    the time and expense associated with identifying and evaluating potential
acquisitions and merger partners;
 
    
    using inaccurate estimates and judgments to evaluate credit, operations,
management, and market risks with respect to the target institution or assets;
 
    
    diluting our existing shareholders in an acquisition;
 
    
    the time and expense associated with evaluating new markets for expansion, hiring
experienced local management, and opening new offices;
 
    
    taking a significant amount of time negotiating a transaction or working on
expansion plans, resulting in managements attention being diverted from the operation
of our existing business; and
 
    
    the time and expense associated with integrating the operations and personnel of
the combined businesses, creating an adverse short-term effect on our results of
operations.
  Compliance with Sarbanes-Oxley Act will involve significant expenditures, and non-compliance
may adversely affect us.
 The Company utilizes the Federal Home Loan Bank as an additional source of liquidity .
  20




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##### 



Our deposit insurance premium could be substantially higher in the future which would have an
adverse effect on future earnings
     Government regulation could restrict our ability to pay cash dividends
 Risks Associated with the Companys Common Stock
 An investment in the Companys common stock is not an insured deposit
  21




---



##### 



The Companys common stock is very thinly traded, and it is therefore susceptible to wide
price swings
 Item 2  Properties
  Location
    
    County
    
    Owned/Leased
    
    Other InformationMain Office:
15985 East High Street
Middlefield, Ohio
    
    Geauga
    
    OwnedBranches:
West Branch
15545 West High Street
Middlefield, Ohio
    
    Geauga
    
    OwnedGarrettsville Branch
8058 State Street
Garrettsville, Ohio
    
    Portage
    
    OwnedMantua Branch
10519 South Main Street
Mantua, Ohio
    
    Portage
    
    Leased
    
    three-year lease renewed in November 2007, with
option to renew for six additional consecutive
three-year termsChardon Branch 
348 Center Street
Chardon, Ohio
    
    Geauga
    
    OwnedOrwell Branch
30 South Maple Avenue
Orwell, Ohio
    
    Ashtabula
    
    OwnedNewbury Branch
11110 Kinsman Road
Newbury, Ohio
    
    Geauga
    
    Leased
    
    ten-year lease dated December 2006, with option to renew for four additional consecutive five-year termsCortland Branch
3450 Niles Cortland Road
Cortland, Ohio
    
    Trumbull
    
    Owned
    
    opened in June, 2008Emerald Bank
6215 Perimeter Drive
Dublin, OH
    
    Franklin
    
    Leased
    
    twenty-year lease dated February 2004, with the option to purchase after the tenth yearWesterville Branch
(Emerald Bank)
17 North State Street
Westerville, OH
    
    Franklin
    
    Owned
    
    opened in November, 2008
   22




---



##### 



Item 3  Legal Proceedings
  Item 4  Reserved
 Part II
 Item 5  Market for Registrants Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
  Equity Compensation Plan information
  Number of
    
    
    
    
    
    
    Remaining AvailableSecurities
    
    
    
    
    
    
    for Future Issuanceto be Issued Upon
    
    
    Weighted-Average
    
    
    Under EquityExercise of
    
    
    Exercise Price of
    
    
    Compensation PlansOutstanding
    
    
    Outstanding
    
    
    (Excluding SecuritiesPlan Category
    
    Options or Rights
    
    
    Options or Rights
    
    
    Reflected in Column A)Equity compensation
plans approved by
security holders:1999 Stock Option Plan
    
    
    75,719
    
    
    
    28.05
    
    
    
    02007 Omnibus Equity Plan
    
    
    23,500
    
    
    
    23.00
    
    
    
    136,500Total
    
    
    99,219
    
    
    
    26.85
    
    
    
    136,500
 Unregistered Sales of Equity Securities and Use of Proceeds
  Item 6  Selected Financial Data
  Item 7  Managements Discussion and Analysis of Financial Condition and Results of
Operations
  Item 7A  Quantitative and Qualitative Disclosures About Market Risk
 Interest Rate
Sensitivity Simulation Analysis
 Item 8  Financial Statements and Supplementary Data
   23




---



##### 



Item 9  Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure
  Item 9a(T)  Controls and Procedures
 (a)
    
    Disclosure Controls and Procedures
  (b)
    
    Internal Controls Over Financial Reporting
   (c)
    
    Changes to Internal Control Over Financial Reporting
  Item 9b  Other Information
  Part III
 Item 10  Directors and Executive Officers of the Registrant
  Item 11  Executive Compensation
  Item 12  Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
  Item 13  Certain Relationships and Related Transactions
   24




---



##### 



Item 14  Principal Accountant Fees and Services
  Part IV
 Item 15  Exhibits, Financial Statement Schedules
 Financial Statements
 Index to Consolidated Financial Statements:Consolidated Financial Statements as of December 31, 2009 and 2008 and for each
of the three years in the period ended December 31, 2009:Report of Independent Registered Public Accounting firmConsolidated Balance Sheets
    
    
    22Consolidated Statements of Income
    
    
    23Consolidated Statements of Changes in Stockholders Equity
    
    
    24Consolidated Statements of Cash Flows
    
    
    25Notes to Consolidated Financial Statements
    
    
    26
 Financial Statement Schedules
  Exhibits
  Exhibits Required by Item 601 of Regulation S-K
 exhibitnumber
    
    description
    
    location3.1
    
    Second Amended and Restated Articles of Incorporation
of Middlefield Banc Corp., as amended
    
    Incorporated by
reference to
Exhibit 3.1 of
Middlefield Banc
Corp.s Annual
Report on Form 10-K
for the Fiscal Year
Ended December 31,
2005, filed on
March 29, 20063.2
    
    Regulations of Middlefield Banc Corp.
    
    Incorporated by
reference to
Exhibit 3.2 of
Middlefield Banc
Corp.s
registration
statement on Form
10 filed on April
17, 20014.0
    
    Specimen stock certificate
    
    Incorporated by
reference to
Exhibit 4 of
Middlefield Banc
Corp.s
registration
statement on Form
10 filed on April
17, 20014.1
    
    Amended and Restated Trust Agreement, dated as of
December 21, 2006, between Middlefield Banc Corp., as
Depositor, Wilmington Trust Company, as Property
trustee, Wilmington Trust Company, as Delaware
Trustee, and Administrative Trustees
    
    Incorporated by
reference to
Exhibit 4.1 of
Middlefield Banc
Corp.s Form 8-K
Current Report
filed on December
27, 2006
  25




---



##### 



exhibitnumber
    
    description
    
    location4.2
    
    Junior Subordinated Indenture, dated as of December
21, 2006, between Middlefield Banc Corp. and
Wilmington Trust Company
    
    Incorporated by
reference to
Exhibit 4.2 of
Middlefield Banc
Corp.s Form 8-K
Current Report
filed on December
27, 20064.3
    
    Guarantee Agreement, dated as of December 21, 2006,
between Middlefield Banc Corp. and Wilmington Trust
Company
    
    Incorporated by
reference to
Exhibit 4.3 of
Middlefield Banc
Corp.s Form 8-K
Current Report
filed on December
27, 200610.1.0*
    
    1999 Stock Option Plan of Middlefield Banc Corp.
    
    Incorporated by
reference to
Exhibit 10.1 of
Middlefield Banc
Corp.s
registration
statement on Form
10 filed on April
17, 200110.1.1*
    
    2007 Omnibus Equity Plan
    
    Incorporated by
reference to
Middlefield Banc
Corp.s definitive
proxy statement for
the 2008 Annual
Meeting of
Shareholders,
Appendix A, filed
on April 7, 200810.2*
    
    Severance Agreement between Middlefield Banc Corp. and
Thomas G. Caldwell, dated January 7, 2008
    
    Incorporated by
reference to
Exhibit 10.2 of
Middlefield Banc
Corp.s Form 8-K
Current Report
filed on January 9,
200810.3*
    
    Severance Agreement between Middlefield Banc Corp. and
James R. Heslop, II, dated January 7, 2008
    
    Incorporated by
reference to
Exhibit 10.3 of
Middlefield Banc
Corp.s Form 8-K
Current Report
filed on January 9,
200810.4.0*
    
    Severance Agreement between Middlefield Banc Corp. and
Jay P. Giles, dated January 7, 2008
    
    Incorporated by
reference to
Exhibit 10.4 of
Middlefield Banc
Corp.s Form 8-K
Current Report
filed on January 9,
200810.4.1*
    
    Severance Agreement between Middlefield Banc Corp. and
Teresa M. Hetrick, dated January 7, 2008
    
    Incorporated by
reference to
Exhibit 10.4.1 of
Middlefield Banc
Corp.s Form 8-K
Current Report
filed on January 9,
200810.4.2*
    
    Severance Agreement between Middlefield Banc Corp. and
Jack L. Lester, dated January 7, 2008
    
    Incorporated by
reference to
Exhibit 10.4.2 of
Middlefield Banc
Corp.s Form 8-K
Current Report
filed on January 9,
200810.4.3*
    
    Severance Agreement between Middlefield Banc Corp. and
Donald L. Stacy, dated January 7, 2008
    
    Incorporated by
reference to
Exhibit 10.4.3 of
Middlefield Banc
Corp.s Form 8-K
Current Report
filed on January 9,
200810.4.4*
    
    Severance Agreement between Middlefield Banc Corp. and
Alfred F. Thompson Jr., dated January 7, 2008
    
    Incorporated by
reference to
Exhibit 10.4.4 of
Middlefield Banc
Corp.s Form 8-K
Current Report
filed on January 9,
200810.5
    
    Federal Home Loan Bank of Cincinnati Agreement for
Advances and Security Agreement dated September 14,
2000
    
    Incorporated by
reference to
Exhibit 10.4 of
Middlefield Banc
Corp.s
registration
statement on Form
10 filed on April
17, 200110.6*
    
    Amended Director Retirement Agreement with Richard T.
Coyne
    
    Incorporated by
reference to
Exhibit 10.6 of
Middlefield Banc
Corp.s Form 8-K
Current Report
filed on January 9,
200810.7*
    
    Amended Director Retirement Agreement with Frances H.
Frank
    
    Incorporated by
reference to
Exhibit 10.7 of
Middlefield Banc
Corp.s Form 8-K
Current Report
filed on January 9,
2008
  26




---



##### 



exhibitnumber
    
    description
    
    location10.8*
    
    Amended Director Retirement Agreement with Thomas C.
Halstead
    
    Incorporated by
reference to
Exhibit 10.8 of
Middlefield Banc
Corp.s Form 8-K
Current Report
filed on January 9,
200810.9*
    
    Director Retirement Agreement with George F. Hasman
    
    Incorporated by
reference to
Exhibit 10.9 of
Middlefield Banc
Corp.s Annual
Report on Form 10-K
for the Year Ended
December 31, 2001,
filed on March 28,
200210.10*
    
    Director Retirement Agreement with Donald D. Hunter
    
    Incorporated by
reference to
Exhibit 10.10 of
Middlefield Banc
Corp.s Annual
Report on Form 10-K
for the Year Ended
December 31, 2001,
filed on March 28,
200210.11*
    
    Director Retirement Agreement with Martin S. Paul
    
    Incorporated by
reference to
Exhibit 10.11 of
Middlefield Banc
Corp.s Annual
Report on Form 10-K
for the Year Ended
December 31, 2001,
filed on March 28,
200210.12*
    
    Amended Director Retirement Agreement with Donald E.
Villers
    
    Incorporated by
reference to
Exhibit 10.12 of
Middlefield Banc
Corp.s Form 8-K
Current Report
filed on January 9,
200810.13*
    
    Executive Survivor Income Agreement (aka DBO agreement
[death benefit only]) with Donald L. Stacy
    
    Incorporated by
reference to
Exhibit 10.14 of
Middlefield Banc
Corp.s Annual
Report on Form 10-K
for the Year Ended
December 31, 2003,
filed on March 30,
200410.14*
    
    DBO Agreement with Jay P. Giles
    
    Incorporated by
reference to
Exhibit 10.15 of
Middlefield Banc
Corp.s Annual
Report on Form 10-K
for the Year Ended
December 31, 2003,
filed on March 30,
200410.15*
    
    DBO Agreement with Alfred F. Thompson Jr.
    
    Incorporated by
reference to
Exhibit 10.16 of
Middlefield Banc
Corp.s Annual
Report on Form 10-K
for the Year Ended
December 31, 2003,
filed on March 30,
200410.16*
    
    DBO Agreement with Nancy C. Snow
    
    Incorporated by
reference to
Exhibit 10.17 of
Middlefield Banc
Corp.s Annual
Report on Form 10-K
for the Year Ended
December 31, 2003,
filed on March 30,
200410.17*
    
    DBO Agreement with Theresa M. Hetrick
    
    Incorporated by
reference to
Exhibit 10.18 of
Middlefield Banc
Corp.s Annual
Report on Form 10-K
for the Year Ended
December 31, 2003,
filed on March 30,
200410.18*
    
    DBO Agreement with Jack L. Lester
    
    Incorporated by
reference to
Exhibit 10.19 of
Middlefield Banc
Corp.s Annual
Report on Form 10-K
for the Year Ended
December 31, 2003,
filed on March 30,
200410.19*
    
    DBO Agreement with James R. Heslop, II
    
    Incorporated by
reference to
Exhibit 10.20 of
Middlefield Banc
Corp.s Annual
Report on Form 10-K
for the Year Ended
December 31, 2003,
filed on March 30,
200410.20*
    
    DBO Agreement with Thomas G. Caldwell
    
    Incorporated by
reference to
Exhibit 10.21 of
Middlefield Banc
Corp.s Annual
Report on Form 10-K
for the Year Ended
December 31, 2003,
filed on March 30,
2004
  27




---



##### 



exhibitnumber
    
    description
    
    location10.21*
    
    Form of Indemnification Agreement with directors of
Middlefield Banc Corp. and with executive officers of
Middlefield Banc Corp. and The Middlefield Banking
Company
    
    Incorporated by
reference to
Exhibit 99.1 of
Middlefield Banc
Corp.s
registration
statement on Form
10, Amendment No.
1, filed on June
14, 200110.22*
    
    Annual Incentive Plan Summary
    
    Incorporated by
reference to the
summary description
of the annual
incentive plan
included as Exhibit
10.22 of
Middlefield Banc
Corp.s Form 8-K
Current Report
filed on December
16, 200510.23*
    
    Amended Executive Deferred Compensation Agreement with
Thomas G. Caldwell
    
    Incorporated by
reference to
Exhibit 10.23 of
Middlefield Banc
Corp.s Form 8-K
Current Report
filed on May 9,
200810.24*
    
    Amended Executive Deferred Compensation Agreement with
James R. Heslop, II
    
    Incorporated by
reference to
Exhibit 10.24 of
Middlefield Banc
Corp.s Form 8-K
Current Report
filed on May 9,
200810.25*
    
    Amended Executive Deferred Compensation Agreement with
Donald L. Stacy
    
    Incorporated by
reference to
Exhibit 10.25 of
Middlefield Banc
Corp.s Form 8-K
Current Report
filed on May 9,
200813
    
    Portions of the Annual Report for the year ended
December 31, 2009 incorporated by reference into this
Form 10-K
    
    filed herewith21
    
    Subsidiaries of Middlefield Banc Corp.
    
    filed herewith23
    
    Consent of S.R. Snodgrass, A.C., independent auditors
of Middlefield Banc Corp.
    
    filed herewith31.1
    
    Rule 13a-14(a) certification of Chief Executive Officer
    
    filed herewith31.2
    
    Rule 13a-14(a) certification of Chief Financial Officer
    
    filed herewith32
    
    Rule 13a-14(b) certification
    
    filed herewith
 *
    
    management contract or compensatory plan or arrangement  28




---



##### 



Signatures
  Middlefield Banc Corp.By:
    /s/ Thomas G. CaldwellThomas G. CaldwellPresident and Chief Executive Officer
March 18, 2010   29




---



##### 



/s/ Thomas G. Caldwell
    
    March 18, 2010Thomas G. CaldwellPresident, Chief Executive Officer, and Director/s/ Donald L. Stacy
    
    March 18, 2010Donald L. Stacy, Treasurer and Chief Financial Officer(Principal accounting and financial officer)/s/ Richard T. Coyne
    
    March 18, 2010Richard T. Coyne, Chairman of the Board/s/ Frances H. Frank
    
    March 18, 2010Frances H. Frank, Director/s/ James R. Heslop, II
    
    March 18, 2010James R. Heslop, II, Executive Vice President,Chief Operating Officer, and Director/s/ Kenneth E. Jones
    
    March 18, 2010Kenneth E Jones, Director/s/ James J. McCaskey
    
    March 18, 2010James J. McCaskey, Director/s/ Carolyn J. Turk
    
    March 18, 2010Carolyn J. Turk, Director/s/ William J. Skidmore
    
    March 18, 2010William J. Skidmore, Director/s/ Robert W. Toth
    
    March 18, 2010Robert W. Toth, Director
  30