##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20552
 FORM 10-Q
 þ
    
    QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended September 30, 2010
 Commission File Number 000-32561
 (MBC LOGO)Middlefield Banc Corp.
 (Exact name of registrant as specified in its charter)
 Ohio
(State or other jurisdiction of incorporation 
or organization)
    
    34-1585111
(IRS Employer Identification No.)
 15985 East High Street, Middlefield, Ohio 44062-9263
(Address of principal executive offices)
 (440) 632-1666
(Registrants telephone number, including area code)
 Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. YES þ NO o
 Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate website, if any, every Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or
for such shorter period that the registrant was required to submit and post such files). YES þ NO o
 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer or a smaller reporting company. See the definition of large accelerated
filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act.
(Check one):
 Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filero
    
    Small reporting companyþ
 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). YES o NOþ
 State the number of shares outstanding of each of the issuers classes of common equity as of the
latest practicle date:
 Class: Common Stock, without par value
Outstanding at November 9, 2010: 1,584,281




---



##### 



MIDDLEFIELD BANC CORP.
 INDEX
 PageNumberPART I    FINANCIAL INFORMATIONItem 1. Financial StatementsConsolidated Balance Sheet (Unaudited) as of
September 30, 2010 and December 31, 2009
    
    
    3Consolidated Statement of Income (Unaudited)
for the Three and Nine Months ended September 30, 2010
and 2009
    
    
    4Consolidated Statement of Changes in Stockholders Equity (Unaudited)
for the Nine Months ended September 30, 2010
    
    
    5Consolidated Statement of Cash Flows (Unaudited)
for the Nine Months ended September 30, 2010 and 2009
    
    
    6Notes to Unaudited Consolidated Financial Statements
    
    
    7Item 2. Managements Discussion and Analysis of
Financial Condition and Results of Operations
    
    
    16Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    26Item 4. Controls and Procedures
    
    
    26PART II    OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    27Item 1A. Risk Factors
    
    
    27Item 2. Unregistered sales of equity securities and use of proceeds
    
    
    27Item 3. Default Upon Senior Securities
    
    
    27Item 4. Reserved
    
    
    27Item 5. Other Information
    
    
    27Item 6. Exhibits and Reports on Form 8-K
    
    
    28SIGNATURES
    
    
    31Exhibit 31.1Exhibit 31.2Exhibit 32Exhibit 99
   2




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##### Table of Contents



September 30,
    
    
    December 31,2010
    
    
    2009ASSETSCash and due from banks
    
    $
    13,645
    
    
    $
    12,909Federal funds sold
    
    
    37,701
    
    
    
    28,123Interest-bearing deposits in other institutions
    
    
    124
    
    
    
    121Cash and cash equivalents
    
    
    51,470
    
    
    
    41,153Investment securities available for sale
    
    
    195,101
    
    
    
    136,711Loans
    
    
    365,219
    
    
    
    353,597Less allowance for loan losses
    
    
    5,971
    
    
    
    4,937Net loans
    
    
    359,248
    
    
    
    348,660Premises and equipment
    
    
    8,222
    
    
    
    8,394Goodwill
    
    
    4,559
    
    
    
    4,559Bank-owned life insurance
    
    
    7,911
    
    
    
    7,706Accrued interest and other assets
    
    
    10,578
    
    
    
    11,475TOTAL ASSETS
    
    $
    637,089
    
    
    $
    558,658LIABILITIESDeposits:Noninterest-bearing demand
    
    $
    55,448
    
    
    $
    44,387Interest-bearing demand
    
    
    44,232
    
    
    
    38,111Money market
    
    
    71,097
    
    
    
    56,451Savings
    
    
    141,693
    
    
    
    107,358Time
    
    
    251,021
    
    
    
    240,799Total deposits
    
    
    563,491
    
    
    
    487,106Short-term borrowings
    
    
    7,762
    
    
    
    6,800Other borrowings
    
    
    22,035
    
    
    
    25,865Accrued interest and other liabilities
    
    
    2,111
    
    
    
    2,180TOTAL LIABILITIES
    
    
    595,399
    
    
    
    521,951STOCKHOLDERS EQUITYCommon stock, no par value; 10,000,000 shares authorized,
1,773,811 and 1,754,112 shares issued
    
    
    28,315
    
    
    
    27,919Retained earnings
    
    
    15,558
    
    
    
    14,960Accumulated other comprehensive income
    
    
    4,551
    
    
    
    562Treasury stock, at cost; 189,530 shares in 2010 and 2009
    
    
    (6,734
    )
    
    
    (6,734
    )TOTAL STOCKHOLDERS EQUITY
    
    
    41,690
    
    
    
    36,707TOTAL LIABILITIES AND
STOCKHOLDERS EQUITY
    
    $
    637,089
    
    
    $
    558,658
   3




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##### Table of Contents



Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2010
    
    
    2009
    
    
    2010
    
    
    2009INTEREST INCOMEInterest and fees on loans
    
    $
    5,325
    
    
    $
    5,176
    
    
    $
    15,721
    
    
    $
    15,080Interest-bearing deposits in
other institutions
    
    
    3
    
    
    
    2
    
    
    
    10
    
    
    
    12Federal funds sold
    
    
    15
    
    
    
    4
    
    
    
    38
    
    
    
    11Investment securities:Taxable interest
    
    
    1,290
    
    
    
    976
    
    
    
    3,832
    
    
    
    2,753Tax-exempt interest
    
    
    702
    
    
    
    475
    
    
    
    1,941
    
    
    
    1,375Dividends on stock
    
    
    33
    
    
    
    15
    
    
    
    82
    
    
    
    46Total interest income
    
    
    7,368
    
    
    
    6,648
    
    
    
    21,624
    
    
    
    19,277INTEREST EXPENSEDeposits
    
    
    2,391
    
    
    
    2,501
    
    
    
    7,249
    
    
    
    7,776Short term borrowings
    
    
    66
    
    
    
    5
    
    
    
    186
    
    
    
    15Other borrowings
    
    
    147
    
    
    
    222
    
    
    
    520
    
    
    
    717Trust preferred securities
    
    
    148
    
    
    
    134
    
    
    
    412
    
    
    
    399Total interest expense
    
    
    2,752
    
    
    
    2,862
    
    
    
    8,367
    
    
    
    8,907NET INTEREST INCOME
    
    
    4,616
    
    
    
    3,786
    
    
    
    13,257
    
    
    
    10,370Provision for loan losses
    
    
    1,226
    
    
    
    1,346
    
    
    
    2,355
    
    
    
    1,760NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES
    
    
    3,390
    
    
    
    2,440
    
    
    
    10,902
    
    
    
    8,610NONINTEREST INCOMEService charges on deposit accounts
    
    
    473
    
    
    
    488
    
    
    
    1,321
    
    
    
    1,394Investment securities gains, net
    
    
    18
    
    
    
    
    
    
    
    45
    
    
    
    Earnings on bank-owned life insurance
    
    
    72
    
    
    
    68
    
    
    
    204
    
    
    
    197Other income
    
    
    132
    
    
    
    134
    
    
    
    419
    
    
    
    359Total noninterest income
    
    
    695
    
    
    
    690
    
    
    
    1,989
    
    
    
    1,950NONINTEREST EXPENSESalaries and employee benefits
    
    
    1,543
    
    
    
    1,396
    
    
    
    4,767
    
    
    
    4,304Occupancy expense
    
    
    224
    
    
    
    215
    
    
    
    717
    
    
    
    691Equipment expense
    
    
    156
    
    
    
    152
    
    
    
    558
    
    
    
    425Data processing costs
    
    
    160
    
    
    
    224
    
    
    
    575
    
    
    
    692Ohio state franchise tax
    
    
    134
    
    
    
    123
    
    
    
    404
    
    
    
    370Federal deposit insurance expense
    
    
    197
    
    
    
    86
    
    
    
    589
    
    
    
    529Professional fees
    
    
    110
    
    
    
    159
    
    
    
    490
    
    
    
    444Loss on sale of other real estate owned
    
    
    536
    
    
    
    128
    
    
    
    750
    
    
    
    183Other expense
    
    
    682
    
    
    
    556
    
    
    
    2,278
    
    
    
    1,700Total noninterest expense
    
    
    3,742
    
    
    
    3,039
    
    
    
    11,128
    
    
    
    9,338Income before income taxes
    
    
    343
    
    
    
    91
    
    
    
    1,763
    
    
    
    1,222Income taxes (benefit)
    
    
    (120
    )
    
    
    (122
    )
    
    
    (60
    )
    
    
    (55
    )NET INCOME
    
    $
    463
    
    
    $
    213
    
    
    $
    1,823
    
    
    $
    1,277EARNINGS PER SHAREBasic
    
    $
    0.29
    
    
    $
    0.14
    
    
    $
    1.16
    
    
    $
    0.83Diluted
    
    
    0.29
    
    
    
    0.14
    
    
    
    1.16
    
    
    
    0.83DIVIDENDS DECLARED PER SHARE
    
    $
    0.26
    
    
    $
    0.26
    
    
    $
    0.78
    
    
    $
    0.78
   4




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##### Table of Contents



AccumulatedOther
    
    
    
    
    
    
    TotalCommon
    
    
    Retained
    
    
    Comprehensive
    
    
    Treasury
    
    
    Stockholders
    
    
    ComprehensiveStock
    
    
    Earnings
    
    
    Income
    
    
    Stock
    
    
    Equity
    
    
    IncomeBalance, December 31, 2009
    
    $
    27,919
    
    
    $
    14,960
    
    
    $
    562
    
    
    $
    (6,734
    )
    
    $
    36,707Net income
    
    
    
    
    
    
    1,823
    
    
    
    
    
    
    
    
    
    
    
    1,823
    
    
    $
    1,823Other comprehensive income:Unrealized gains on available
for sale
securities net of taxes of $2,055
    
    
    
    
    
    
    
    
    
    
    3,989
    
    
    
    
    
    
    
    3,989
    
    
    
    3,989Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    5,812Dividend reinvestment and purchase plan
    
    
    396
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    396Cash dividends ($0.78 per share)
    
    
    
    
    
    
    (1,225
    )
    
    
    
    
    
    
    
    
    
    
    (1,225
    )Balance, September 30, 2010
    
    $
    28,315
    
    
    $
    15,558
    
    
    $
    4,551
    
    
    $
    (6,734
    )
    
    $
    41,690
   5




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##### Table of Contents



Nine Months EndedSeptember 30,2010
    
    
    2009OPERATING ACTIVITIESNet income
    
    $
    1,823
    
    
    $
    1,277Adjustments to reconcile net income to
net cash provided by operating activities:Provision for loan losses
    
    
    2,355
    
    
    
    1,760Investment securities gains, net
    
    
    (45
    )
    
    
    Depreciation and amortization
    
    
    581
    
    
    
    437Amortization of premium and
discount on investment securities
    
    
    (93
    )
    
    
    (385
    )Amortization of deferred loan fees, net
    
    
    (37
    )
    
    
    (43
    )Earnings on bank-owned life insurance
    
    
    (204
    )
    
    
    (197
    )Deferred income taxes
    
    
    (384
    )
    
    
    221Expense related to stock option
    
    
    
    
    
    
    45Loss on sale of other real estate owned
    
    
    750
    
    
    
    183Increase in accrued interest receivable
    
    
    (447
    )
    
    
    (409
    )Increase (decrease) in accrued interest payable
    
    
    33
    
    
    
    (233
    )Decrease (increase) in prepaid federal deposit insurance
    
    
    545
    
    
    
    (92
    )Other, net
    
    
    (1,240
    )
    
    
    (520
    )Net cash provided by operating activities
    
    
    3,637
    
    
    
    2,044INVESTING ACTIVITIESInvestment securities available for sale:Proceeds from repayments and maturities
    
    
    31,882
    
    
    
    14,903Proceeds from sale of securities
    
    
    5,829
    
    
    
    Purchases
    
    
    (89,919
    )
    
    
    (24,268
    )Increase in loans, net
    
    
    (14,431
    )
    
    
    (26,146
    )Purchase of Federal Home Loan Bank stock
    
    
    
    
    
    
    (14
    )Proceeds from the sale of other real estate owned
    
    
    923
    
    
    
    100Purchase of premises and equipment
    
    
    (292
    )
    
    
    (246
    )Net cash used for investing activities
    
    
    (66,008
    )
    
    
    (35,671
    )FINANCING ACTIVITIESNet increase in deposits
    
    
    76,385
    
    
    
    53,109Increase (decrease) in short-term borrowings, net
    
    
    962
    
    
    
    (218
    )Repayment of other borrowings
    
    
    (3,830
    )
    
    
    (5,131
    )Proceeds from dividend reinvestment & purchase plan
    
    
    396
    
    
    
    413Cash dividends
    
    
    (1,225
    )
    
    
    (1,203
    )Net cash provided by financing activities
    
    
    72,688
    
    
    
    46,970Increase in cash and cash equivalents
    
    
    10,317
    
    
    
    13,343CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD
    
    
    41,153
    
    
    
    17,455CASH AND CASH EQUIVALENTS
AT END OF PERIOD
    
    $
    51,470
    
    
    $
    30,798SUPPLEMENTAL INFORMATIONCash paid during the year for:Interest on deposits and borrowings
    
    $
    8,334
    
    
    $
    9,148Income taxes
    
    
    850
    
    
    
    275Non-cash investing transactions:Transfers from loans to other real estate owned
    
    $
    1,525
    
    
    $
    1,475Loans to facilitate the sale of other real
estate owned
    
    
    
    
    
    
    531
   6




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##### Table of Contents



Accounting for Transfer of Financial Assets
 Equity (Topic 505): Accounting for Distributions to
Shareholders with Components of Stock and Cash  a consensus of the FASB Emerging Issues Task
Force
 Compensation  Stock Compensation (Topic 718):
Escrowed Share Arrangements and the Presumption of Compensation
 Fair Value Measurements and Disclosures
(Topic 820): Improving Disclosures about Fair Value Measurements
 Technical Corrections to Various Topics
 Derivatives and Hedging
 Receivables (Topic 310): Effect of a Loan Modification
When the Loan is a Part of a Pool That is Accounted for as a Single Asset  a consensus of the
FASB Emerging Issues Task Force
  7




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##### Table of Contents



Receivables (Topic 310): Disclosures about the Credit
Quality of Financing Receivables and the Allowance for Credit Losses.
 Accounting for Technical Amendments to Various SEC
Rules and Schedules
 Technical Corrections to SEC Paragraphs  An
announcement made by the staff of the U.S. Securities and Exchange Commission
    Weighted-
    
    
    
    
    
    
    Weighted-average
    
    
    
    
    
    
    averageExercise
    
    
    
    
    
    
    Exercise2010
    
    
    Price
    
    
    2009
    
    
    PriceOutstanding, January 1
    
    
    99,219
    
    
    $
    26.85
    
    
    
    110,465
    
    
    $
    27.21Granted
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Forfeited
    
    
    
    
    
    
    
    
    
    
    (7,575
    )
    
    
    Outstanding, September 30
    
    
    99,219
    
    
    $
    26.85
    
    
    
    102,890
    
    
    $
    26.74
    8




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##### Table of Contents



For the Three
    
    
    For the NineMonths Ended
    
    
    Months EndedSeptember 30,
    
    
    September 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Weighted average common shares
outstanding
    
    
    1,768,362
    
    
    
    1,740,586
    
    
    
    1,761,292
    
    
    
    1,733,107Average treasury stock shares
    
    
    (189,530
    )
    
    
    (189,530
    )
    
    
    (189,530
    )
    
    
    (189,530
    )Weighted average common shares and
common stock equivalents used to
calculate basic earnings per share
    
    
    1,578,832
    
    
    
    1,551,056
    
    
    
    1,571,762
    
    
    
    1,543,577Additional common stock equivalents
(stock options) used to calculate
diluted earnings per share
    
    
    
    
    
    
    13
    
    
    
    964
    
    
    
    1,100Weighted average common shares and
common stock equivalents used
to calculate diluted earnings per
share
    
    
    1,578,832
    
    
    
    1,551,069
    
    
    
    1,572,726
    
    
    
    1,544,677
     9




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##### Table of Contents



For the Three Months
    
    
    For the Nine MonthsEnded September 30,
    
    
    Ended September 30,(Dollar amounts in thousands)
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009Unrealized holding gains arising during
the period on securities held
    
    $
    1,926
    
    
    $
    1,848
    
    
    $
    4,019
    
    
    $
    1,887Reclassification adjustment for gains included in net
income
    
    
    (12
    )
    
    
    
    
    
    
    (30
    )
    
    
    Net change in unrealized gains during the period
    
    
    1,914
    
    
    
    1,848
    
    
    
    3,989
    
    
    
    1,887Unrealized holding gains (losses), beginning of period
    
    
    2,637
    
    
    
    (256
    )
    
    
    562
    
    
    
    (295
    )Unrealized holding gains, end of period
    
    
    4,551
    
    
    
    1,592
    
    
    
    4,551
    
    
    
    1,592Net income
    
    
    463
    
    
    
    213
    
    
    
    1,823
    
    
    
    1,277Other comprehensive income, net of tax:Unrealized holding gains arising during the period
    
    
    1,914
    
    
    
    1,848
    
    
    
    3,989
    
    
    
    1,887Comprehensive income
    
    $
    2,377
    
    
    $
    2,061
    
    
    $
    5,812
    
    
    $
    3,164
   Level I:
    
    Quoted prices are available in active markets for identical assets or liabilities as of the reported date.Level II:
    
    Pricing inputs are other than the quoted prices in active markets, which are either directly or indirectly
observable as of the reported date. The nature of these assets and liabilities includes items for which quoted
prices are available but traded less frequently and items that are fair-valued using other financial instruments,
the parameters of which can be directly observed.Level III:
    
    Assets and liabilities that have little to no pricing observe ability as of the reported date. These items do not
have two-way markets and are measured using managements best estimate of fair value, where the inputs into the
determination of fair value require significant management judgment or estimation.
  September 30, 2010(Dollar amounts in thousands)
    
    Level I
    
    
    Level II
    
    
    Level III
    
    
    TotalAssets Measured on a Recurring Basis:U.S. government agency securities
    
    $
    
    
    
    $
    22,505
    
    
    $
    
    
    
    $
    22,505Obligations of states and political
subdivisions
    
    
    
    
    
    
    81,791
    
    
    
    
    
    
    
    81,791Mortgage-backed securities
    
    
    
    
    
    
    89,885
    
    
    
    
    
    
    
    89,885Total debt securities
    
    
    
    
    
    
    194,181
    
    
    
    
    
    
    
    194,181Equity securities
    
    
    920
    
    
    
    
    
    
    
    
    
    
    
    920Total
    
    $
    920
    
    
    $
    194,181
    
    
    $
    
    
    
    $
    195,101
  10




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##### Table of Contents



December 31, 2009Level I
    
    
    Level II
    
    
    Level III
    
    
    TotalAssets Measured on a Recurring Basis:U.S. government agency securities
    
    $
    
    
    
    $
    18,330
    
    
    $
    
    
    
    $
    18,330Obligations of states and political
subdivisions
    
    
    
    
    
    
    56,720
    
    
    
    
    
    
    
    56,720Mortgage-backed securities
    
    
    
    
    
    
    60,742
    
    
    
    
    
    
    
    60,742Total debt securities
    
    
    
    
    
    
    135,792
    
    
    
    
    
    
    
    135,792Equity securities
    
    
    919
    
    
    
    
    
    
    
    
    
    
    
    919Total
    
    $
    919
    
    
    $
    135,792
    
    
    $
    
    
    
    $
    136,711
   September 30, 2010(Dollar amounts in thousands)
    
    Level I
    
    
    Level II
    
    
    Level III
    
    
    TotalAssets Measured on a
non-recurring Basis:Impaired loans
    
    $
    
    
    
    $
    5,445
    
    
    $
    2,593
    
    
    $
    8,038Other real estate owned
    
    
    
    
    
    
    2,016
    
    
    
    
    
    
    
    2,016
 December 31, 2009Level I
    
    
    Level II
    
    
    Level III
    
    
    TotalAssets Measured on a
non-recurring Basis:Impaired loans
    
    $
    
    
    
    $
    5,644
    
    
    $
    149
    
    
    $
    5,793Other real estate owned
    
    
    
    
    
    
    2,164
    
    
    
    
    
    
    
    2,164
  11




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##### Table of Contents



September 30, 2010
    
    
    December 31, 2009Carrying
    
    
    Fair
    
    
    Carrying
    
    
    Fair(Dollar amounts in thousands)
    
    Value
    
    
    Value
    
    
    Value
    
    
    ValueFinancial assets:Cash and cash equivalents
    
    $
    51,470
    
    
    $
    51,470
    
    
    $
    41,153
    
    
    $
    41,153Investment securitiesAvailable for sale
    
    
    195,101
    
    
    
    195,101
    
    
    
    136,711
    
    
    
    136,711Net loans
    
    
    359,248
    
    
    
    341,906
    
    
    
    348,660
    
    
    
    332,401Bank-owned life insurance
    
    
    7,911
    
    
    
    7,911
    
    
    
    7,706
    
    
    
    7,706Federal Home Loan Bank
stock
    
    
    1,887
    
    
    
    1,887
    
    
    
    1,887
    
    
    
    1,887Accrued interest receivable
    
    
    1,858
    
    
    
    1,858
    
    
    
    1,411
    
    
    
    1,411Financial liabilities:Deposits
    
    $
    563,491
    
    
    $
    570,677
    
    
    $
    487,106
    
    
    $
    491,436Short-term borrowings
    
    
    7,762
    
    
    
    7,762
    
    
    
    6,800
    
    
    
    6,800Other borrowings
    
    
    22,035
    
    
    
    25,325
    
    
    
    25,865
    
    
    
    27,356Accrued interest payable
    
    
    966
    
    
    
    966
    
    
    
    933
    
    
    
    933
      Cash and Cash Equivalents, Federal Home Loan Bank Stock, Accrued Interest Receivable, Accrued
Interest Payable, and Short-Term Borrowings
  Bank-Owned Life Insurance
  Investment Securities Available for Sale
   12




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##### Table of Contents



Loans
  Deposits and Other Borrowed Funds
  Commitments to Extend Credit
    September 30, 2010Gross
    
    
    GrossAmortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    Fair(Dollar amounts in thousands)
    
    Cost
    
    
    Gains
    
    
    Losses
    
    
    ValueU.S. government agency
securities
    
    $
    22,171
    
    
    $
    334
    
    
    $
    
    
    
    $
    22,505Obligations of states and
political subdivisions:Taxable
    
    
    7,872
    
    
    
    462
    
    
    
    
    
    
    
    8,334Tax-exempt
    
    
    70,149
    
    
    
    3,334
    
    
    
    (26
    )
    
    
    73,457Mortgage-backed securities
    
    
    87,069
    
    
    
    3,295
    
    
    
    (479
    )
    
    
    89,885Total debt securities
    
    
    187,261
    
    
    
    7,425
    
    
    
    (505
    )
    
    
    194,181Equity Securities
    
    
    944
    
    
    
    80
    
    
    
    (104
    )
    
    
    920Total
    
    $
    188,205
    
    
    $
    7,505
    
    
    $
    (609
    )
    
    $
    195,101
 December 31, 2009Gross
    
    
    GrossAmortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    FairCost
    
    
    Gains
    
    
    Losses
    
    
    ValueU.S. government agency
securities
    
    $
    18,657
    
    
    $
    38
    
    
    $
    (365
    )
    
    $
    18,330Obligations of states and
political subdivisions:Taxable
    
    
    3,451
    
    
    
    10
    
    
    
    (86
    )
    
    
    3,375Tax-exempt
    
    
    52,752
    
    
    
    942
    
    
    
    (349
    )
    
    
    53,345Mortgage-backed
securities
    
    
    60,055
    
    
    
    1,817
    
    
    
    (1,130
    )
    
    
    60,742Total debt securities
    
    
    134,915
    
    
    
    2,807
    
    
    
    (1,930
    )
    
    
    135,792Equity Securities
    
    
    944
    
    
    
    80
    
    
    
    (105
    )
    
    
    919Total
    
    $
    135,859
    
    
    $
    2,887
    
    
    $
    (2,035
    )
    
    $
    136,711
  13




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##### Table of Contents



Amortized
    
    
    Fair(Dollar amounts in thousands)
    
    Cost
    
    
    ValueDue in one year or less
    
    $
    1,664
    
    
    $
    1,677Due after one year through five years
    
    
    6,041
    
    
    
    6,409Due after five years through ten years
    
    
    20,579
    
    
    
    21,934Due after ten years
    
    
    158,977
    
    
    
    164,161Total
    
    $
    187,261
    
    
    $
    194,181
    September 30, 2010Less than Twelve Months
    
    
    Twelve Months or Greater
    
    
    TotalGross
    
    
    
    
    
    
    Gross
    
    
    
    
    
    
    GrossFair
    
    
    Unrealized
    
    
    Fair
    
    
    Unrealized
    
    
    Fair
    
    
    Unrealized(Dollar amounts in thousands)
    
    Value
    
    
    Losses
    
    
    Value
    
    
    Losses
    
    
    Value
    
    
    LossesObligations of states and
political subdivisions
    
    $
    253
    
    
    $
    (5
    )
    
    $
    471
    
    
    $
    (21
    )
    
    $
    724
    
    
    $
    (26
    )Mortgage-backed securities
    
    
    8,240
    
    
    
    (38
    )
    
    
    2,576
    
    
    
    (441
    )
    
    
    10,816
    
    
    
    (479
    )Equity securities
    
    
    372
    
    
    
    (26
    )
    
    
    218
    
    
    
    (78
    )
    
    
    590
    
    
    
    (104
    )Total
    
    $
    8,865
    
    
    $
    (69
    )
    
    $
    3,265
    
    
    $
    (540
    )
    
    $
    12,130
    
    
    $
    (609
    )
 December 31, 2009Less than Twelve Months
    
    
    Twelve Months or Greater
    
    
    TotalGross
    
    
    
    
    
    
    Gross
    
    
    
    
    
    
    GrossFair
    
    
    Unrealized
    
    
    Fair
    
    
    Unrealized
    
    
    Fair
    
    
    UnrealizedValue
    
    
    Losses
    
    
    Value
    
    
    Losses
    
    
    Value
    
    
    LossesU.S. government agency
securities
    
    $
    17,134
    
    
    $
    (365
    )
    
    $
    
    
    
    $
    
    
    
    $
    17,134
    
    
    $
    (365
    )Obligations of states and
political subdivisions
    
    
    21,594
    
    
    
    (314
    )
    
    
    1,417
    
    
    
    (121
    )
    
    
    23,011
    
    
    
    (435
    )Mortgage-backed securities
    
    
    18,509
    
    
    
    (334
    )
    
    
    4,064
    
    
    
    (796
    )
    
    
    22,573
    
    
    
    (1,130
    )Equity securities
    
    
    580
    
    
    
    (68
    )
    
    
    8
    
    
    
    (37
    )
    
    
    588
    
    
    
    (105
    )Total
    
    $
    57,817
    
    
    $
    (1,082
    )
    
    $
    5,489
    
    
    $
    (953
    )
    
    $
    63,306
    
    
    $
    (2,035
    )
   14




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##### Table of Contents




    
    The length of time and the extent to which the fair value has been less than the amortized cost basis.
    
    Changes in the near term prospects of the underlying collateral of a security such as changes in
default rates, loss severity given default and significant changes in prepayment assumptions;
    
    The level of cash flows generated from the underlying collateral supporting the principal and
interest payments of the debt securities; and
    
    Any adverse change to the credit conditions and liquidity of the issuer, taking into consideration
the latest information available about the overall financial condition of the issuer, credit ratings,
recent legislation and government actions affecting the issuers industry and actions taken by the
issuer to deal with the present economic climate.
     15




---



##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
  FORWARD-LOOKING STATEMENT
  CRITICAL ACCOUNTING ESTIMATES
  CHANGES IN FINANCIAL CONDITION
 General.
 Cash on hand and due from banks.
 Investment securities.
 Loans receivable.
 Allowance for Loan Losses and Asset Quality.
   16




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##### Table of Contents



Non-performing assets.
 Nonperforming Assets and Allowance for Loan Losses.
  (Dollar amounts in thousands)
    
    9/30/2010
    
    
    6/30/2010
    
    
    3/31/2010
    
    
    12/31/2009
    
    
    9/30/2009Nonperforming loans
    
    $
    20,983
    
    
    $
    20,053
    
    
    $
    18,143
    
    
    $
    16,285
    
    
    $
    14,368Real estate owned
    
    $
    2,016
    
    
    $
    1,886
    
    
    $
    2,175
    
    
    $
    2,164
    
    
    $
    1,775Nonperforming assets
    
    $
    22,999
    
    
    $
    21,939
    
    
    $
    20,318
    
    
    $
    18,449
    
    
    $
    16,143Allowance for loan losses
    
    $
    5,971
    
    
    $
    5,834
    
    
    $
    5,279
    
    
    $
    4,937
    
    
    $
    4,422RatiosNonperforming loans to total loans
    
    
    5.75
    %
    
    
    5.50
    %
    
    
    5.04
    %
    
    
    4.61
    %
    
    
    4.15
    %Nonperforming assets to total
assets
    
    
    3.61
    %
    
    
    3.61
    %
    
    
    3.42
    %
    
    
    3.30
    %
    
    
    3.12
    %Allowance for loan losses to total
loans
    
    
    1.63
    %
    
    
    1.60
    %
    
    
    1.47
    %
    
    
    1.40
    %
    
    
    1.28
    %Allowance for loan losses to
nonperforming loans
    
    
    28.46
    %
    
    
    29.09
    %
    
    
    29.10
    %
    
    
    30.32
    %
    
    
    30.78
    %
   17




---



##### Table of Contents



Deposits.
 Borrowed funds.
 Stockholders equity.
 RESULTS OF OPERATIONS
 General.
   Net interest income.
   Interest income.
  18




---



##### Table of Contents



Interest expense.
       19




---



##### Table of Contents



Provision for loan losses.
 Non-interest income.
 Non-interest expense.
  Provision for income taxes.
  20




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##### Table of Contents



Average Balance Sheet and Yield/Rate Analysis.
 For the Three Months Ended September 30,2010
    
    
    2009Average
    
    
    
    
    
    
    Average
    
    
    Average
    
    
    
    
    
    
    Average(Dollars in thousands)
    
    Balance
    
    
    Interest
    
    
    Yield/Cost
    
    
    Balance
    
    
    Interest
    
    
    Yield/CostInterest-earning assets:Loans receivable
    
    $
    364,216
    
    
    $
    5,325
    
    
    
    5.80
    %
    
    $
    339,979
    
    
    $
    5,175
    
    
    
    6.04
    %Investment securities (3)
    
    
    183,191
    
    
    
    1,992
    
    
    
    5.10
    %
    
    
    106,556
    
    
    
    1,450
    
    
    
    6.31
    %Interest-bearing deposits with other banks
    
    
    35,461
    
    
    
    51
    
    
    
    0.57
    %
    
    
    15,124
    
    
    
    22
    
    
    
    0.58
    %Total interest-earning assets
    
    
    582,868
    
    
    
    7,368
    
    
    
    5.26
    %
    
    
    461,659
    
    
    
    6,647
    
    
    
    5.92
    %Noninterest-earning assets
    
    
    40,421
    
    
    
    
    
    
    
    
    
    
    
    36,226Total assets
    
    $
    623,289
    
    
    
    
    
    
    
    
    
    
    $
    497,885Interest-bearing liabilities:Interest-bearing demand deposits
    
    $
    43,613
    
    
    
    108
    
    
    
    0.98
    %
    
    $
    34,189
    
    
    
    87
    
    
    
    1.01
    %Money market deposits
    
    
    68,688
    
    
    
    236
    
    
    
    1.36
    %
    
    
    37,286
    
    
    
    191
    
    
    
    2.03
    %Savings deposits
    
    
    136,499
    
    
    
    426
    
    
    
    1.24
    %
    
    
    92,101
    
    
    
    372
    
    
    
    1.60
    %Certificates of deposit
    
    
    246,659
    
    
    
    1,621
    
    
    
    2.61
    %
    
    
    223,373
    
    
    
    1,852
    
    
    
    3.29
    %Borrowings
    
    
    30,776
    
    
    
    361
    
    
    
    4.65
    %
    
    
    30,620
    
    
    
    360
    
    
    
    4.67
    %Total interest-bearing liabilities
    
    
    526,235
    
    
    
    2,752
    
    
    
    2.08
    %
    
    
    417,569
    
    
    
    2,862
    
    
    
    2.72
    %Noninterest-bearing liabilitiesOther liabilities
    
    
    56,597
    
    
    
    
    
    
    
    
    
    
    
    43,787Stockholders equity
    
    
    40,457
    
    
    
    
    
    
    
    
    
    
    
    36,529Total liabilities and stockholders equity
    
    $
    623,289
    
    
    
    
    
    
    
    
    
    
    $
    497,885Net interest income
    
    
    
    
    
    $
    4,616
    
    
    
    
    
    
    
    
    
    
    $
    3,785Interest rate spread (1)
    
    
    
    
    
    
    
    
    
    
    3.19
    %
    
    
    
    
    
    
    
    
    
    
    3.20
    %Net yield on interest-earning assets (2)
    
    
    
    
    
    
    
    
    
    
    3.39
    %
    
    
    
    
    
    
    
    
    
    
    3.46
    %Ratio of average interest-earning assets to
average interest-bearing liabilities
    
    
    
    
    
    
    
    
    
    
    110.76
    %
    
    
    
    
    
    
    
    
    
    
    110.56
    %
 
 (1)
    
    Interest rate spread represents the difference between the average yield on interest-earning assets and the average cost of interest-bearing liabilities.(2)
    
    Net interest margin represents net interest income as a percentage of average interest-earning assets.(3)
    
    Tax equivalent adjustments to interest income for tax-exempt securities was $361 and $245 for 2010 and 2009, respectively.  21




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##### Table of Contents



For the Nine Months Ended September 30,2010
    
    
    2009Average
    
    
    
    
    
    
    Average
    
    
    Average
    
    
    
    
    
    
    Average(Dollars in thousands)
    
    Balance
    
    
    Interest
    
    
    Yield/Cost
    
    
    Balance
    
    
    Interest
    
    
    Yield/CostInterest-earning assets:Loans receivable
    
    $
    360,751
    
    
    $
    15,721
    
    
    
    5.83
    %
    
    $
    330,809
    
    
    $
    15,080
    
    
    
    6.09
    %Investment securities (3)
    
    
    169,536
    
    
    
    5,773
    
    
    
    5.34
    %
    
    
    105,094
    
    
    
    4,128
    
    
    
    6.15
    %Interest-bearing deposits with other banks
    
    
    31,906
    
    
    
    130
    
    
    
    0.54
    %
    
    
    11,690
    
    
    
    69
    
    
    
    0.79
    %Total interest-earning assets
    
    
    562,193
    
    
    
    21,624
    
    
    
    5.38
    %
    
    
    447,593
    
    
    
    19,277
    
    
    
    5.97
    %Noninterest-earning assets
    
    
    39,112
    
    
    
    
    
    
    
    
    
    
    
    32,339Total assets
    
    $
    601,305
    
    
    
    
    
    
    
    
    
    
    $
    479,932Interest-bearing liabilities:Interest-bearing demand deposits
    
    $
    41,202
    
    
    
    303
    
    
    
    0.98
    %
    
    $
    31,076
    
    
    
    224
    
    
    
    0.96
    %Money market deposits
    
    
    64,762
    
    
    
    744
    
    
    
    1.54
    %
    
    
    33,060
    
    
    
    512
    
    
    
    2.07
    %Savings deposits
    
    
    125,524
    
    
    
    1,248
    
    
    
    1.33
    %
    
    
    82,272
    
    
    
    954
    
    
    
    1.55
    %Certificates of deposit
    
    
    247,637
    
    
    
    4,954
    
    
    
    2.67
    %
    
    
    222,040
    
    
    
    6,087
    
    
    
    3.67
    %Borrowings
    
    
    31,750
    
    
    
    1,118
    
    
    
    4.71
    %
    
    
    32,249
    
    
    
    1,130
    
    
    
    4.69
    %Total interest-bearing liabilities
    
    
    510,875
    
    
    
    8,367
    
    
    
    2.19
    %
    
    
    400,697
    
    
    
    8,907
    
    
    
    2.97
    %Noninterest-bearing liabilitiesOther liabilities
    
    
    51,801
    
    
    
    
    
    
    
    
    
    
    
    43,154Stockholders equity
    
    
    38,629
    
    
    
    
    
    
    
    
    
    
    
    36,081Total liabilities and stockholders equity
    
    $
    601,305
    
    
    
    
    
    
    
    
    
    
    $
    479,932Net interest income
    
    
    
    
    
    $
    13,257
    
    
    
    
    
    
    
    
    
    
    $
    10,370Interest rate spread (1)
    
    
    
    
    
    
    
    
    
    
    3.19
    %
    
    
    
    
    
    
    
    
    
    
    3.00
    %Net yield on interest-earning assets (2)
    
    
    
    
    
    
    
    
    
    
    3.39
    %
    
    
    
    
    
    
    
    
    
    
    3.31
    %Ratio of average interest-earning assets to
average interest-bearing liabilities
    
    
    
    
    
    
    
    
    
    
    110.05
    %
    
    
    
    
    
    
    
    
    
    
    111.70
    %
 
 (1)
    
    Interest rate spread represents the difference between the average yield on interest-earning assets and the average cost of interest-bearing liabilities.(2)
    
    Net interest margin represents net interest income as a percentage of average interest-earning assets.(3)
    
    Tax equivalent adjustments to interest income for tax-exempt securities was $1,000 and $708 for 2010 and 2009, respectively. Analysis of Changes in Net Interest Income.
  22




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##### Table of Contents



For the Three Months ended September 30,2010 versus 2009Increase (decrease) due to(Dollars in thousands)
    
    Volume
    
    
    Rate
    
    
    TotalInterest-earning assets:Loans receivable
    
    $
    368
    
    
    $
    (219
    )
    
    $
    149Investment securities
    
    
    1,218
    
    
    
    (677
    )
    
    
    541Interest-bearing deposits with other banks
    
    
    31
    
    
    
    (1
    )
    
    
    30Total interest-earning assets
    
    
    1,617
    
    
    
    (897
    )
    
    
    720Interest-bearing liabilities:Interest-bearing demand deposits
    
    
    24
    
    
    
    (3
    )
    
    
    21Money market deposits
    
    
    161
    
    
    
    (116
    )
    
    
    45Savings deposits
    
    
    179
    
    
    
    (125
    )
    
    
    54Certificates of deposit
    
    
    193
    
    
    
    (424
    )
    
    
    (231
    )Borrowings
    
    
    2
    
    
    
    (1
    )
    
    
    1Total interest-bearing liabilities
    
    
    559
    
    
    
    (669
    )
    
    
    (110
    )Net interest income
    
    $
    1,058
    
    
    $
    (228
    )
    
    $
    830
 For the Nine Months ended September 30,2010 versus 2009Increase (decrease) due to(Dollars in thousands)
    
    Volume
    
    
    Rate
    
    
    TotalInterest-earning assets:Loans receivable
    
    $
    1,369
    
    
    $
    (728
    )
    
    $
    641Investment securities
    
    
    2,975
    
    
    
    (1,330
    )
    
    
    1,645Interest-bearing deposits with other banks
    
    
    120
    
    
    
    (59
    )
    
    
    61Total interest-earning assets
    
    
    4,464
    
    
    
    (2,117
    )
    
    
    2,347Interest-bearing liabilities:Interest-bearing demand deposits
    
    
    73
    
    
    
    6
    
    
    
    79Money market deposits
    
    
    493
    
    
    
    (261
    )
    
    
    232Savings deposits
    
    
    503
    
    
    
    (209
    )
    
    
    294Certificates of deposit
    
    
    706
    
    
    
    (1,839
    )
    
    
    (1,133
    )Borrowings
    
    
    (18
    )
    
    
    6
    
    
    
    (12
    )Total interest-bearing liabilities
    
    
    1,757
    
    
    
    (2,297
    )
    
    
    (540
    )Net interest income
    
    $
    2,707
    
    
    $
    180
    
    
    $
    2,887
 LIQUIDITY
   23




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##### Table of Contents



INFLATION
   REGULATORY MATTERS
      24




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##### Table of Contents



Adequately
    
    
    Well
    
    
    September 30,
    
    
    December 31,Capital Ratio
    
    Capitalized
    
    
    Capitalized
    
    
    2010
    
    
    2009Tier I Leverage Capital
    
    
    4.00
    %
    
    
    5.00
    %(1)
    
    
    9.64
    %
    
    
    10.29
    %Risk-Based Capital:Tier I
    
    
    4.00
    
    
    
    6.00
    
    
    
    13.75
    
    
    
    13.63Total
    
    
    8.00
    
    
    
    10.00
    
    
    
    15.04
    
    
    
    14.91
 (1)
    
    9 percent required by the MOU. REGULATORY CAPITAL REQUIREMENTS
    Middlefield Banc Corp.
    
    
    The Middlefield Banking Co.
    
    
    Emerald BankSeptember 30,
    
    
    September 30,
    
    
    September 30,2010
    
    
    2010
    
    
    2010Amount
    
    
    Ratio
    
    
    Amount
    
    
    Ratio
    
    
    Amount
    
    
    RatioTotal Capital
(to Risk-weighted Assets)Actual
    
    $
    44,952
    
    
    
    11.72
    %
    
    $
    37,304
    
    
    
    11.26
    %
    
    $
    7,318
    
    
    
    15.04
    %For Capital Adequacy Purposes
    
    
    30,679
    
    
    
    8.00
    
    
    
    26,493
    
    
    
    8.00
    
    
    
    3,893
    
    
    
    8.00To Be Well Capitalized
    
    
    38,349
    
    
    
    10.00
    
    
    
    33,117
    
    
    
    10.00
    
    
    
    4,867
    
    
    
    10.00Tier I Capital
(to Risk-weighted Assets)Actual
    
    $
    40,144
    
    
    
    10.47
    %
    
    $
    33,467
    
    
    
    10.11
    %
    
    $
    6,691
    
    
    
    13.75
    %For Capital Adequacy Purposes
    
    
    15,340
    
    
    
    4.00
    
    
    
    13,247
    
    
    
    4.00
    
    
    
    1,947
    
    
    
    4.00To Be Well Capitalized
    
    
    23,010
    
    
    
    6.00
    
    
    
    19,870
    
    
    
    5.00
    
    
    
    2,920
    
    
    
    6.00Tier I Capital
(to Average Assets)Actual
    
    $
    40,144
    
    
    
    6.81
    %
    
    $
    33,467
    
    
    
    6.52
    %
    
    $
    6,691
    
    
    
    9.64
    %For Capital Adequacy Purposes
    
    
    23,567
    
    
    
    4.00
    
    
    
    20,543
    
    
    
    4.00
    
    
    
    2,777
    
    
    
    4.00To Be Well Capitalized
    
    
    29,458
    
    
    
    5.00
    
    
    
    25,678
    
    
    
    5.00
    
    
    
    3,471
    
    
    
    5.00
  25




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##### Table of Contents



Item 3. Quantitative and Qualitative Disclosures about Market Risk
 ASSET AND LIABILITY MANAGEMENT
    Net interest income simulation.
 Portfolio equity simulation.
  Increase
    
    
    Decrease200 Basis Points
    
    
    200 Basis PointsNet interest income  increase (decrease)
    
    
    1.43
    %
    
    
    2.71
    %Portfolio equity  increase (decrease)
    
    
    (12.34
    )%
    
    
    (20.82
    )%
 
 Item 4. Controls and Procedures Disclosure
   26




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##### Table of Contents



Changes in Internal Control over Financial Reporting
  
 PART II  OTHER INFORMATION
 
   
  
   
   
  
    27




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##### Table of Contents



Exhibit list for Middlefield Banc Corp.sForm 10-QQuarterly Report for the Period Ended
September 30, 2010
 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, 20064.2
    
    
    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,
2008
  28




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##### Table of Contents



exhibitnumber
    
    description
    
    location10.4.3
    *
    
    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,
200810.8
    *
    
    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
    *
    
    Reserved
  29




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##### Table of Contents



exhibitnumber
    
    description
    
    location10.17
    *
    
    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,
200410.21
    *
    
    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
September 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,
200831.1
    
    
    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 herewith99
    
    
    Report of independent registered public
accounting firm
    
    filed herewith
 *
    
    management contract or compensatory plan or arrangement  30




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##### Table of Contents



SIGNATURES
  MIDDLEFIELD BANC CORP.Date:   November 9, 2010
    By:
    /s/ Thomas G. CaldwellThomas G. CaldwellPresident and Chief Executive Officer Date:   November 9, 2010
    By:
    /s/ Donald L. StacyDonald L. StacyPrincipal Financial and Accounting Officer  31