The Middlefield Banking Company  Executive Deferred Compensation Agreement
 Executive Deferred Compensation Agreement
 Whereas
 Whereas
 Whereas
 Whereas
 Now Therefore
 Article 1  Definitions
 1.1 Account Balance
 1.2 Annual Contribution
 1.3 Base Annual Salary




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1.4 Beneficiary
 1.5 Beneficiary Designation Form
 1.6 Change in Control
 Change in ownership
 Change in effective control x y
 Change in ownership of a substantial portion of assets
 1.7 Code
 1.8 Effective Date January 1, 2010
 1.9 Normal Retirement Age
 1.10 Performance Goals
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1.11 Plan Administrator Administrator
 1.12 Plan Year
 1.13 Separation from Service
 1.14 Termination with Cause Cause
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Article 2  Deferral Account
 2.1 Annual Contribution
 2.2 Interest x y z The Wall Street Journal x y z 1 4
 2.3 Statement of Account
 2.4 Accounting Device Only
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Article 3  Benefits During Lifetime
 3.1 Normal Retirement Age
 3.2 Separation from Service x y
 3.3 Change in Control
 3.4 Payout of Normal Retirement Benefit or Separation from Service Benefit after a Change in
Control x y
 3.5 One Benefit Only
 3.6 Savings Clause Relating to Compliance with Code Section 409A x y z
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Article 4  Death Benefits
  Article 5  Beneficiaries
 5.1 Beneficiary Designations
 5.2 Beneficiary Designation Change
 5.3 Acknowledgment
 5.4 No Beneficiary Designation
 5.5 Facility of Payment
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Article 6  General Limitations
 6.1 Termination with Cause
 6.2 Misstatement
 6.3 Removal
 6.4 Default
 Article 7  Claims and Review Procedures
 7.1 Claims Procedure
 7.1.1
    
    Initiation  written claim. The claimant initiates a claim by submitting to
the Administrator a written claim for the benefits. If the claim relates to the
contents of a notice received by the claimant, the claim must be made within 60 days
after the notice was received by the claimant. All other claims must be made within
180 days after the date of the event that caused the claim to arise. The claim must
state with particularity the determination desired by the claimant.
 7.1.2
    
    Timing of Administrator response. The Administrator shall respond to the
claimant within 90 days after receiving the claim. If the Administrator determines
that special circumstances require additional time for processing the claim, the
Administrator can extend the response period by an additional 90 days by notifying the claimant in
writing, before the end of the initial 90-day period, that an additional period is
required. The notice of extension must set forth the special circumstances and the
date by which the Administrator expects to render its decision.
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7.1.3
    
    Notice of decision. If the Administrator denies part or all of the claim, the
Administrator shall notify the claimant in writing of the denial. The Administrator
shall write the notification in a manner calculated to be understood by the claimant.
The notification shall set forth 
 (a)
    
    The specific reasons for the denial,
 (b)
    
    A reference to the specific provisions of this Agreement on which
the denial is based,
 (c)
    
    A description of any additional information or material necessary
for the claimant to perfect the claim and an explanation of why it is needed,
 (d)
    
    An explanation of the Agreements review procedures and the time
limits applicable to such procedures, and
 (e)
    
    A statement of the claimants right to bring a civil action under
ERISA section 502(a) after an adverse benefit determination on review.
 7.2 Review Procedure
 7.2.1
    
    Initiation  written request. To initiate the review, the claimant must file
with the Administrator a written request for review within 60 days after receiving the
Administrators notice of denial.
 7.2.2
    
    Additional submissions  information access. The claimant shall then have
the opportunity to submit written comments, documents, records, and other information
relating to the claim. Upon request and free of charge, the Administrator shall also
provide the claimant reasonable access to and copies of all documents, records, and
other information relevant (as defined in applicable ERISA regulations) to the
claimants claim for benefits.
 7.2.3
    
    Considerations on review. In considering the review, the Administrator shall
take into account all materials and information the claimant submits relating to the
claim, without regard to whether the information was submitted or considered in the
initial benefit determination.
 7.2.4
    
    Timing of Administrator response. The Administrator shall respond in writing
to the claimant within 60 days after receiving the request for review. If the
Administrator determines that special circumstances require additional time for
processing the claim, the Administrator can extend the response period by an additional
60 days by notifying the claimant in writing before the end of the initial 60-day
period that an additional period is required. The notice of extension must set forth
the special circumstances and the date by which the Administrator expects to render its
decision.
 7.2.5
    
    Notice of decision. The Administrator shall notify the claimant in writing of
its decision on review. The Administrator shall write the notification in a manner
calculated to be understood by the claimant. The notification shall set forth:
 (a)
    
    The specific reasons for the denial,
 (b)
    
    A reference to the specific provisions of the Agreement on which
the denial is based,
 (c)
    
    A statement that the claimant is entitled to receive, upon
request and free of charge, reasonable access to and copies of all documents,
records, and other information relevant (as defined in applicable ERISA
regulations) to the claimants claim for benefits, and
 (d)
    
    A statement of the claimants right to bring a civil action under
ERISA section 502(a).
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Article 8  Administration of Agreement
 8.1 Plan Administrator Duties x y
 8.2 Agents
 8.3 Binding Effect of Decisions
 8.4 Indemnity of Plan Administrator
 8.5 Bank Information
 Article 9  Miscellaneous
 9.1 Amendments and Termination
 9.2 Binding Effect
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9.3 Successors Binding Agreement
 9.4 No Guarantee of Employment
 9.5 Non-Transferability
 9.6 Tax Withholding
 9.7 Applicable Law
 9.8 Unfunded Arrangement
 9.9 Entire Agreement
 9.10 Tax Consequences
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9.11 Payment of Legal Fees x y
 9.12 Severability
 9.13 Waiver
 9.14 Captions and Counterparts
 9.15 Notice
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9.16 Termination or Modification of Agreement Because of Changes in Law, Rules or Regulations
 In Witness Whereof
 Executive:
    
    
    
    Bank:
The Middlefield Banking Company/s/ Jay P. GilesJay P. Giles
    
    
    
    By:
    
    /s/ Thomas Caldwell

Its: President and C.E.O.
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The Middlefield Banking Company  Executive Deferred Compensation Agreement  Beneficiary Designation
   
 
  
 
 Note:
    
    To name a trust as beneficiary, please provide the name of the trustee(s) and the
exact name and date of the trust agreement.
  Signature:
    
    /s/ Jay P. GilesJay P. GilesDate:
    
    September 22, 2010  By:
    /s/ Thomas CaldwellTitle:         President and C.E.O.  13




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The Middlefield Banking Company  Executive Deferred Compensation Agreement
 Schedule A
Performance Goals
   Annual Contribution for AchievementPerformance Target #1
    
    Performance Goal #1
    
    
    of Performance Goal #1Banks Target Net Income for Plan Year
    
    $
    4,151,000
    
    
    2.5% of the Executives Base Annual SalaryBanks Net Income for Plan Year Is Equal to or Greater than 
    
    $
    4,192,510
    
    
    3.5% of the Executives Base Annual SalaryBanks Net Income for Plan Year Is Equal to or Greater than 
    
    $
    4,234,020
    
    
    4.5% of the Executives Base Annual SalaryBanks Net Income for Plan Year Is Equal to or Greater than 
    
    $
    4,275,530
    
    
    5.5% of the Executives Base Annual SalaryBanks Net Income for Plan Year Is Equal to or Greater than 
    
    $
    4,317,040
    
    
    6.5% of the Executives Base Annual SalaryBanks Net Income for Plan Year Is Equal to or Greater than 
    
    $
    4,358,550
    
    
    7.5% of the Executives Base Annual Salary
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Annual Contribution for AchievementPerformance Target #2
    
    Performance Goal #2
    
    of Performance Goal #2Banks Target Peer Rank
    
    Overall Ranking in Top 50% of Ohio-Headquartered Commercial Banks as established using the Uniform Bank Performance Report
    
    2.5% of the Executives Base Annual SalaryBank Has An 
    
    Overall Ranking in Top 60% of Ohio-Headquartered Commercial Banks as established using the Uniform Bank Performance Report
    
    3.5% of the Executives Base Annual SalaryBank Has An 
    
    Overall Ranking in Top 70% of Ohio-Headquartered Commercial Banks as established using the Uniform Bank Performance Report
    
    4.5% of the Executives Base Annual SalaryBank Has An 
    
    Overall Ranking in Top 80% of Ohio-Headquartered Commercial Banks as established using the Uniform Bank Performance Report
    
    5.5% of the Executives Base Annual SalaryBank Has An 
    
    Overall Ranking in Top 90% of Ohio-Headquartered Commercial Banks as established using the Uniform Bank Performance Report
    
    6.5% of the Executives Base Annual SalaryBank Has An 
    
    Overall Ranking in Top 100% of Ohio-Headquartered Commercial Banks as established using the Uniform Bank Performance Report [ranked #1]
    
    7.5% of the Executives Base Annual Salary
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