##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20552
 FORM 10-Q
 þ
    
    QUARTERLY REPORT UNDER SECTION 13 OF15(d)OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended June 30, 2010
 Commission File Number 000-32561
 
 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 filer o(Do not check if a smaller reporting company)
Smaller reporting
company þ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
 YES o NO þ
 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 August 12, 2010: 1,577,771




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##### 



MIDDLEFIELD BANC CORP.
 INDEX
 PageNumberPART I    FINANCIAL INFORMATIONItem 1. Financial StatementsConsolidated Balance Sheet (Unaudited) as of June 30, 2010 and December 31, 2009
    
    
    3Consolidated Statement of Income (Unaudited) for the Three and Six Months ended June 30, 2010 and 2009
    
    
    4Consolidated Statement of Changes in Stockholders Equity (Unaudited) for the Six Months ended June 30, 2010
    
    
    5Consolidated Statement of Cash Flows (Unaudited) for the Six Months ended June 30, 2010 and 2009
    
    
    6Notes to Unaudited Consolidated Financial Statements
    
    
    7Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    15Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    26Item 4. Controls and Procedures
    
    
    27PART II    OTHER INFORMATION
    
    
    27Item 1. Legal Proceedings
    
    
    27Item 1A. Risk Factors
    
    
    28Item 2. Unregistered sales of equity securities and use of proceeds
    
    
    28Item 3. Default Upon Senior Securities
    
    
    28Item 4. Reserved
    
    
    28Item 5. Other Information
    
    
    28Item 6. Exhibits and Reports on Form 8 - K
    
    
    28SIGNATURES
    
    
    32Exhibit 31.1Exhibit 31.2Exhibit 32Exhibit 99
   2




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(Unaudited)June 30,
    
    
    December 31,2010
    
    
    2009ASSETSCash and due from banks
    
    $
    15,065
    
    
    $
    12,909Federal funds sold
    
    
    22,152
    
    
    
    28,123Interest-bearing deposits in other institutions
    
    
    124
    
    
    
    121Cash and cash equivalents
    
    
    37,341
    
    
    
    41,153Investment securities available for sale
    
    
    178,963
    
    
    
    136,711Loans
    
    
    364,762
    
    
    
    353,597Less allowance for loan losses
    
    
    5,834
    
    
    
    4,937Net loans
    
    
    358,928
    
    
    
    348,660Premises and equipment
    
    
    8,360
    
    
    
    8,394Goodwill
    
    
    4,559
    
    
    
    4,559Bank-owned life insurance
    
    
    7,839
    
    
    
    7,706Accrued interest and other assets
    
    
    10,949
    
    
    
    11,475TOTAL ASSETS
    
    $
    606,939
    
    
    $
    558,658LIABILITIESDeposits:Noninterest-bearing demand
    
    $
    51,118
    
    
    $
    44,387Interest-bearing demand
    
    
    40,055
    
    
    
    38,111Money market
    
    
    65,275
    
    
    
    56,451Savings
    
    
    131,818
    
    
    
    107,358Time
    
    
    244,829
    
    
    
    240,799Total deposits
    
    
    533,095
    
    
    
    487,106Short-term borrowings
    
    
    7,201
    
    
    
    6,800Other borrowings
    
    
    25,040
    
    
    
    25,865Accrued interest and other liabilities
    
    
    1,995
    
    
    
    2,180TOTAL LIABILITIES
    
    
    567,331
    
    
    
    521,951STOCKHOLDERS EQUITYCommon stock, no par value; 10,000,000 shares authorized,
1,767,301 and 1,754,112 shares issued
    
    
    28,201
    
    
    
    27,919Retained earnings
    
    
    15,504
    
    
    
    14,960Accumulated other comprehensive income
    
    
    2,637
    
    
    
    562Treasury stock, at cost; 189,530 shares in 2010 and 2009
    
    
    (6,734
    )
    
    
    (6,734
    )TOTAL STOCKHOLDERS EQUITY
    
    
    39,608
    
    
    
    36,707TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
    
    $
    606,939
    
    
    $
    558,658
   3




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##### Table of Contents



Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009INTEREST INCOMEInterest and fees on loans
    
    $
    5,299
    
    
    $
    4,906
    
    
    $
    10,396
    
    
    $
    9,904Interest-bearing deposits in
other institutions
    
    
    3
    
    
    
    3
    
    
    
    7
    
    
    
    10Federal funds sold
    
    
    12
    
    
    
    3
    
    
    
    23
    
    
    
    7Investment securities:Taxable interest
    
    
    1,339
    
    
    
    924
    
    
    
    2,542
    
    
    
    1,777Tax-exempt interest
    
    
    647
    
    
    
    454
    
    
    
    1,239
    
    
    
    900Dividends on FHLB stock
    
    
    32
    
    
    
    15
    
    
    
    49
    
    
    
    31Total interest income
    
    
    7,332
    
    
    
    6,305
    
    
    
    14,256
    
    
    
    12,629INTEREST EXPENSEDeposits
    
    
    2,373
    
    
    
    2,559
    
    
    
    4,858
    
    
    
    5,275Short-term borrowings
    
    
    62
    
    
    
    4
    
    
    
    120
    
    
    
    10Other borrowings
    
    
    183
    
    
    
    238
    
    
    
    373
    
    
    
    495Trust preferred securities
    
    
    128
    
    
    
    133
    
    
    
    264
    
    
    
    265Total interest expense
    
    
    2,746
    
    
    
    2,934
    
    
    
    5,615
    
    
    
    6,045NET INTEREST INCOME
    
    
    4,586
    
    
    
    3,371
    
    
    
    8,641
    
    
    
    6,584Provision for loan losses
    
    
    690
    
    
    
    260
    
    
    
    1,129
    
    
    
    414NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES
    
    
    3,896
    
    
    
    3,111
    
    
    
    7,512
    
    
    
    6,170NONINTEREST INCOMEService charges on deposit accounts
    
    
    433
    
    
    
    467
    
    
    
    848
    
    
    
    906Investment securities gains, net
    
    
    18
    
    
    
    
    
    
    
    27
    
    
    
    Earnings on bank-owned life insurance
    
    
    65
    
    
    
    60
    
    
    
    132
    
    
    
    129Other income
    
    
    169
    
    
    
    109
    
    
    
    287
    
    
    
    225Total noninterest income
    
    
    685
    
    
    
    636
    
    
    
    1,294
    
    
    
    1,260NONINTEREST EXPENSESalaries and employee benefits
    
    
    1,713
    
    
    
    1,537
    
    
    
    3,224
    
    
    
    2,908Occupancy expense
    
    
    217
    
    
    
    221
    
    
    
    493
    
    
    
    476Equipment expense
    
    
    204
    
    
    
    150
    
    
    
    402
    
    
    
    273Data processing costs
    
    
    172
    
    
    
    219
    
    
    
    415
    
    
    
    468Ohio state franchise tax
    
    
    134
    
    
    
    124
    
    
    
    270
    
    
    
    247Federal deposit insurance expense
    
    
    190
    
    
    
    271
    
    
    
    392
    
    
    
    443Professional fees
    
    
    188
    
    
    
    132
    
    
    
    380
    
    
    
    285Loss on sale of other real estate owned
    
    
    175
    
    
    
    55
    
    
    
    214
    
    
    
    55Other expense
    
    
    835
    
    
    
    594
    
    
    
    1,596
    
    
    
    1,144Total noninterest expense
    
    
    3,828
    
    
    
    3,303
    
    
    
    7,386
    
    
    
    6,299Income before income taxes
    
    
    753
    
    
    
    444
    
    
    
    1,420
    
    
    
    1,131Income taxes
    
    
    38
    
    
    
    (17
    )
    
    
    60
    
    
    
    67NET INCOME
    
    $
    715
    
    
    $
    461
    
    
    $
    1,360
    
    
    $
    1,064EARNINGS PER SHAREBasic
    
    $
    0.46
    
    
    $
    0.30
    
    
    $
    0.87
    
    
    $
    0.69Diluted
    
    
    0.45
    
    
    
    0.30
    
    
    
    0.87
    
    
    
    0.69DIVIDENDS DECLARED PER SHARE
    
    $
    0.26
    
    
    $
    0.26
    
    
    $
    0.52
    
    
    $
    0.52
   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
    
    
    
    
    
    
    1,360
    
    
    
    
    
    
    
    
    
    
    
    1,360
    
    
    $
    1,360Other comprehensive income:Unrealized gains on available for sale
securities net of taxes of $1,069
    
    
    
    
    
    
    
    
    
    
    2,075
    
    
    
    
    
    
    
    2,075
    
    
    
    2,075Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    3,435Dividend reinvestment and purchase plan
    
    
    282
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    282Cash dividends ($0.52 per share)
    
    
    
    
    
    
    (816
    )
    
    
    
    
    
    
    
    
    
    
    (816
    )Balance, June 30, 2010
    
    $
    28,201
    
    
    $
    15,504
    
    
    $
    2,637
    
    
    $
    (6,734
    )
    
    $
    39,608
  5




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##### Table of Contents



Six Months EndedJune 30,2010
    
    
    2009OPERATING ACTIVITIESNet income
    
    $
    1,360
    
    
    $
    1,064Adjustments to reconcile net income to
net cash used for operating activities:Provision for loan losses
    
    
    1,129
    
    
    
    414Depreciation and amortization
    
    
    381
    
    
    
    294Amortization of premium and
discount on investment securities
    
    
    (104
    )
    
    
    (191
    )Amortization of deferred loan fees, net
    
    
    (18
    )
    
    
    (35
    )Investment securities gains, net
    
    
    (26
    )
    
    
    Earnings on bank-owned life insurance
    
    
    (132
    )
    
    
    (129
    )Deferred income taxes
    
    
    (403
    )
    
    
    207Expense related to stock options
    
    
    
    
    
    
    30Loss on sale of other real estate owned
    
    
    214
    
    
    
    55Decrease (increase) in accrued interest receivable
    
    
    (27
    )
    
    
    105Increase (decrease) in accrued interest payable
    
    
    27
    
    
    
    (223
    )Decrease (increase) in prepaid federal deposit insurance
    
    
    363
    
    
    
    (75
    )Other, net
    
    
    (1,046
    )
    
    
    (531
    )Net cash provided by operating activities
    
    
    1,718
    
    
    
    985INVESTING ACTIVITIESInvestment securities available for sale:Proceeds from repayments and maturities
    
    
    15,067
    
    
    
    10,571Purchases
    
    
    (59,185
    )
    
    
    (7,686
    )Proceeds from sale of securities
    
    
    5,140
    
    
    
    Increase in loans, net
    
    
    (11,855
    )
    
    
    (15,066
    )Purchase of Federal Home Loan Bank stock
    
    
    
    
    
    
    (14
    )Purchase of premises and equipment
    
    
    (269
    )
    
    
    (145
    )Proceeds from the sale of other real estate owned
    
    
    540
    
    
    
    Net cash used for investing activities
    
    
    (50,562
    )
    
    
    (12,340
    )FINANCING ACTIVITIESNet increase in deposits
    
    
    45,990
    
    
    
    15,680Increase (decrease) in short-term borrowings, net
    
    
    401
    
    
    
    (648
    )Repayment of other borrowings
    
    
    (825
    )
    
    
    (3,798
    )Proceeds from dividend reinvestment & purchase plan
    
    
    282
    
    
    
    286Cash dividends
    
    
    (816
    )
    
    
    (800
    )Net cash provided by financing activities
    
    
    45,032
    
    
    
    10,720Decrease in cash and cash equivalents
    
    
    (3,812
    )
    
    
    (635
    )CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD
    
    
    41,153
    
    
    
    17,455CASH AND CASH EQUIVALENTS
AT END OF PERIOD
    
    $
    37,341
    
    
    $
    16,820SUPPLEMENTAL INFORMATIONCash paid during the year for:Interest on deposits and borrowings
    
    $
    5,588
    
    
    $
    6,268Income taxes
    
    
    750
    
    
    
    275Non-cash investing transactions:Transfers from loans to other real estate owned
    
    $
    476
    
    
    $
    721
   6




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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
 Consolidation (Topic 810): Accounting and
reporting for Decreases in Ownership of a Subsidiary  a Scope Clarification
 Accounting for Various Topics  Technical
Corrections to SEC Paragraphs
 Compensation  Stock Compensation (Topic 718):
Escrowed Share Arrangements and the Presumption of Compensation
  7




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Fair Value Measurements and Disclosures
(Topic 820): Improving Disclosures about Fair Value Measurements
 Technical Corrections to Various Topics
 Derivatives and Hedging
 Compensation  Stock Compensation (Topic 718):
Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the
Market in Which the Underlying Equity Security Trades
 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
 Receivables (Topic 310): Disclosures about the
Credit Quality of Financing Receivables and the Allowance for Credit Losses.
    Weighted-
    
    
    
    
    
    
    Weighted-average
    
    
    
    
    
    
    averageExercise
    
    
    
    
    
    
    Exercise2010
    
    
    Price
    
    
    2009
    
    
    PriceOutstanding, January 1
    
    
    99,219
    
    
    $
    26.85
    
    
    
    110,465
    
    
    $
    27.21Granted
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Forfeited
    
    
    
    
    
    
    
    
    
    
    (7,575
    )
    
    
    33.60Outstanding, June 30
    
    
    99,219
    
    
    $
    26.85
    
    
    
    102,890
    
    
    $
    26.74
  8




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For the Three
    
    
    For the SixMonths Ended
    
    
    Months EndedJune 30,
    
    
    June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Weighted average common shares
outstanding
    
    
    1,760,382
    
    
    
    1,731,490
    
    
    
    1,757,698
    
    
    
    1,729,344Average 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
    
    
    1,570,852
    
    
    
    1,541,960
    
    
    
    1,568,168
    
    
    
    1,539,814Additional common stock equivalents
(stock options) used to calculate
diluted earnings per share
    
    
    1,232
    
    
    
    1,578
    
    
    
    1,574
    
    
    
    1,591Weighted average common shares and
common stock equivalents used
to calculate diluted earnings per share
    
    
    1,572,084
    
    
    
    1,543,538
    
    
    
    1,569,742
    
    
    
    1,541,405
     9




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##### Table of Contents



For the Three Months
    
    
    For the Six MonthsEnded June 30,
    
    
    Ended June 30,(Dollar amounts in thousands)
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009Unrealized holding gains (losses) arising during
the period on securities held
    
    $
    1,401
    
    
    $
    570
    
    
    $
    2,093
    
    
    $
    39Reclassification adjustment for gains included in net income
    
    
    (12
    )
    
    
    
    
    
    
    (18
    )
    
    
    Net change in unrealized gains during the period
    
    
    1,389
    
    
    
    570
    
    
    
    2,075
    
    
    
    39Unrealized holding gains (losses), beginning of period
    
    
    1,248
    
    
    
    (826
    )
    
    
    562
    
    
    
    (295
    )Unrealized holding gains (losses), end of period
    
    
    2,637
    
    
    
    (256
    )
    
    
    2,637
    
    
    
    (256
    )Net income
    
    
    715
    
    
    
    461
    
    
    
    1,360
    
    
    
    1,064Other comprehensive income, net of tax:Unrealized holding gains arising during the period
    
    
    1,389
    
    
    
    570
    
    
    
    2,075
    
    
    
    39Comprehensive income
    
    $
    2,104
    
    
    $
    1,031
    
    
    $
    3,435
    
    
    $
    1,103
   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.
  June 30, 2010(Dollar amounts in thousands)
    
    Level I
    
    
    Level II
    
    
    Level III
    
    
    TotalAssets measured on a recurring basis:U.S. government agency securities
    
    $
    
    
    
    $
    22,342
    
    
    $
    
    
    
    $
    22,342Obligations of states and
political subdivisions
    
    
    
    
    
    
    77,148
    
    
    
    
    
    
    
    77,148Mortgage-backed securities
    
    
    
    
    
    
    78,550
    
    
    
    
    
    
    
    78,550Total debt securities
    
    
    
    
    
    
    178,040
    
    
    
    
    
    
    
    178,040Equity securities
    
    
    923
    
    
    
    
    
    
    
    
    
    
    
    923Total
    
    $
    923
    
    
    $
    178,040
    
    
    $
    
    
    
    $
    178,963
  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
    June 30, 2010(Dollar amounts in thousands)
    
    Level I
    
    
    Level II
    
    
    Level III
    
    
    TotalAssets measured on a non-recurring basis:Impaired loans
    
    
    
    
    
    
    4,960
    
    
    
    2,360
    
    
    
    7,320Other real estate owned
    
    
    
    
    
    
    1,886
    
    
    
    
    
    
    
    1,886
 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



June 30, 2010
    
    
    December 31, 2009Carrying
    
    
    Fair
    
    
    Carrying
    
    
    Fair(Dollar amounts in thousands)
    
    Value
    
    
    Value
    
    
    Value
    
    
    ValueFinancial assets:Cash and cash equivalents
    
    $
    37,341
    
    
    $
    37,341
    
    
    $
    41,153
    
    
    $
    41,153Investment securities
Available for sale
    
    
    178,963
    
    
    
    178,963
    
    
    
    136,711
    
    
    
    136,711Net loans
    
    
    358,928
    
    
    
    340,520
    
    
    
    348,660
    
    
    
    332,401Bank-owned life insurance
    
    
    7,839
    
    
    
    7,839
    
    
    
    7,706
    
    
    
    7,706Federal Home Loan Bank
stock
    
    
    1,887
    
    
    
    1,887
    
    
    
    1,887
    
    
    
    1,887Accrued interest receivable
    
    
    1,439
    
    
    
    1,439
    
    
    
    1,411
    
    
    
    1,411Financial liabilities:Deposits
    
    $
    533,095
    
    
    $
    538,810
    
    
    $
    487,106
    
    
    $
    491,436Short-term borrowings
    
    
    7,201
    
    
    
    7,201
    
    
    
    6,800
    
    
    
    68,003Other borrowings
    
    
    25,040
    
    
    
    27,802
    
    
    
    25,865
    
    
    
    27,356Accrued interest payable
    
    
    920
    
    
    
    920
    
    
    
    905
    
    
    
    905
      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




---



##### Table of Contents



Loans
  Deposits and Other Borrowed Funds
  Commitments to Extend Credit
  NOTE 6  INVESTMENT SECURITIES AVAILABLE FOR SALE
  June 30, 2010Gross
    
    
    GrossAmortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    Fair(Dollar amounts in thousands)
    
    Cost
    
    
    Gains
    
    
    Losses
    
    
    ValueU.S. government agency
securities
    
    $
    22,074
    
    
    $
    268
    
    
    $
    
    
    
    $
    22,342Obligations of states and
political subdivisions:Taxable
    
    
    7,874
    
    
    
    220
    
    
    
    (9
    )
    
    
    8,085Tax-exempt
    
    
    68,102
    
    
    
    1,230
    
    
    
    (269
    )
    
    
    69,063Mortgage-backed securities
    
    
    75,973
    
    
    
    3,170
    
    
    
    (593
    )
    
    
    78,550Total debt securities
    
    
    174,023
    
    
    
    4,888
    
    
    
    (871
    )
    
    
    178,040Equity securities
    
    
    944
    
    
    
    80
    
    
    
    (101
    )
    
    
    923Total
    
    $
    174,967
    
    
    $
    4,968
    
    
    $
    (972
    )
    
    $
    178,963
 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
    
    
    
    943
    
    
    
    (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
    
    $
    1,608
    
    
    $
    1,632Due after one year through five years
    
    
    6,484
    
    
    
    6,849Due after five years through ten years
    
    
    22,850
    
    
    
    23,432Due after ten years
    
    
    143,081
    
    
    
    146,127Total
    
    $
    174,023
    
    
    $
    178,040
    June 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
    
    $
    17,126
    
    
    $
    176
    
    
    $
    1,433
    
    
    $
    103
    
    
    $
    18,559
    
    
    $
    279Mortgage-backed securities
    
    
    5,036
    
    
    
    35
    
    
    
    2,656
    
    
    
    557
    
    
    
    7,692
    
    
    
    592Equity securities
    
    
    580
    
    
    
    68
    
    
    
    13
    
    
    
    33
    
    
    
    593
    
    
    
    101Total
    
    $
    22,742
    
    
    $
    279
    
    
    $
    4,102
    
    
    $
    693
    
    
    $
    26,844
    
    
    $
    972
 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.
  NOTE 7  SUBSEQUENT EVENTS
  
 Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
  CHANGES IN FINANCIAL CONDITION
 General.
  15




---



##### Table of Contents



Cash on hand and due from banks.
 Investment securities.
 Loans receivable.
 Allowance for Loan Losses and Asset Quality.
   Non-performing assets.
  16




---



##### Table of Contents



Nonperforming Assets and Allowance for Loan Losses.
 (Dollar amounts in thousands)
    
    6/30/10
    
    
    3/31/10
    
    
    12/31/09
    
    
    9/30/09
    
    
    6/30/09Nonperforming loans
    
    $
    20,053
    
    
    $
    18,143
    
    
    $
    16,285
    
    
    $
    14,368
    
    
    $
    14,023Real estate owned
    
    $
    1,886
    
    
    $
    2,175
    
    
    $
    2,164
    
    
    $
    1,775
    
    
    $
    1,967Nonperforming assets
    
    $
    21,939
    
    
    $
    20,318
    
    
    $
    18,449
    
    
    $
    16,143
    
    
    $
    15,990Allowance for loan losses
    
    $
    5,834
    
    
    $
    5,279
    
    
    $
    4,937
    
    
    $
    4,422
    
    
    $
    3,668RatiosNonperforming loans to total loans
    
    
    5.50
    %
    
    
    5.04
    %
    
    
    4.61
    %
    
    
    4.15
    %
    
    
    4.18
    %Nonperforming assets to total
assets
    
    
    3.61
    %
    
    
    3.42
    %
    
    
    3.30
    %
    
    
    3.12
    %
    
    
    3.33
    %Allowance for loan losses to total
loans
    
    
    1.60
    %
    
    
    1.47
    %
    
    
    1.40
    %
    
    
    1.28
    %
    
    
    1.09
    %Allowance for loan losses to
nonperforming loans
    
    
    29.09
    %
    
    
    29.10
    %
    
    
    30.32
    %
    
    
    30.78
    %
    
    
    26.16
    %
  Deposits.
 Borrowed funds.
 Stockholders equity.
 RESULTS OF OPERATIONS
 General.
  17




---



##### Table of Contents



Net interest income.
   Interest income.
      18




---



##### Table of Contents



Interest expense.
      Provision for loan losses.
 Non-interest income.
 Non-interest expense.
  19




---



##### Table of Contents



Provision for income taxes.
 CRITICAL ACCOUNTING ESTIMATES
  Average Balance Sheet and Yield/Rate Analysis.
 Analysis of Changes in Net Interest Income.
  20




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##### Table of Contents



For the Three Months Ended June 30,2010
    
    
    2009Average
    
    
    
    
    
    
    Average
    
    
    Average
    
    
    
    
    
    
    Average(Dollars in thousands)
    
    Balance
    
    
    Interest
    
    
    Yield/Cost
    
    
    Balance
    
    
    Interest
    
    
    Yield/CostInterest-earning assets:Loans receivable
    
    $
    361,708
    
    
    $
    5,299
    
    
    
    5.88
    %
    
    $
    329,124
    
    
    $
    4,906
    
    
    
    5.98
    %Investments securities (3)
    
    
    173,264
    
    
    
    1,986
    
    
    
    5.37
    %
    
    
    103,752
    
    
    
    1,378
    
    
    
    6.23
    %Interest-bearing deposits with other
banks
    
    
    30,178
    
    
    
    47
    
    
    
    0.62
    %
    
    
    7,493
    
    
    
    21
    
    
    
    1.12
    %Total interest-earning assets
    
    
    565,150
    
    
    
    7,332
    
    
    
    5.44
    %
    
    
    440,369
    
    
    
    6,305
    
    
    
    5.96
    %Noninterest-earning assets
    
    
    38,750
    
    
    
    
    
    
    
    
    
    
    
    36,177Total assets
    
    $
    603,900
    
    
    
    
    
    
    
    
    
    
    $
    476,547Interest-bearing liabilities:Interest-bearing demand deposits
    
    
    41,067
    
    
    
    100
    
    
    
    0.98
    %
    
    
    31,315
    
    
    
    76
    
    
    
    0.97
    %Money market deposits
    
    
    65,017
    
    
    
    229
    
    
    
    1.41
    %
    
    
    33,097
    
    
    
    170
    
    
    
    2.06
    %Savings deposits
    
    
    126,228
    
    
    
    395
    
    
    
    1.25
    %
    
    
    83,310
    
    
    
    336
    
    
    
    1.62
    %Certificates of deposit
    
    
    248,704
    
    
    
    1,649
    
    
    
    2.66
    %
    
    
    216,641
    
    
    
    1,977
    
    
    
    3.66
    %Borrowings
    
    
    32,163
    
    
    
    373
    
    
    
    4.65
    %
    
    
    31,606
    
    
    
    376
    
    
    
    4.77
    %Total interest-bearing liabilities
    
    
    513,179
    
    
    
    2,746
    
    
    
    2.15
    %
    
    
    395,968
    
    
    
    2,935
    
    
    
    2.97
    %Noninterest-bearing liabilitiesOther liabilities
    
    
    52,389
    
    
    
    
    
    
    
    
    
    
    
    45,359Stockholders equity
    
    
    38,332
    
    
    
    
    
    
    
    
    
    
    
    35,220Total liabilities and stockholders equity
    
    $
    603,900
    
    
    
    
    
    
    
    
    
    
    $
    476,547Net interest income
    
    
    
    
    
    $
    4,586
    
    
    
    
    
    
    
    
    
    
    $
    3,370Interest rate spread (1)
    
    
    
    
    
    
    
    
    
    
    3.29
    %
    
    
    
    
    
    
    
    
    
    
    2.98
    %Net interest margin (2)
    
    
    
    
    
    
    
    
    
    
    3.49
    %
    
    
    
    
    
    
    
    
    
    
    3.28
    %Ratio of average interest-earning assets
to
average interest-bearing liabilities
    
    
    
    
    
    
    
    
    
    
    110.13
    %
    
    
    
    
    
    
    
    
    
    
    111.21
    %
 
 (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 incomefor tax-exempt securities was $333 and $234 for 2010 and
2009 respectively.  21




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##### Table of Contents



2010 versus 2009Increase (decrease) due to(Dollars in thousands)
    
    Volume
    
    
    Rate
    
    
    TotalInterest-earning assets:Loans receivable
    
    $
    486
    
    
    $
    (93
    )
    
    $
    393Investments securities
    
    
    1,080
    
    
    
    (472
    )
    
    
    608Interest-bearing deposits with
other banks
    
    
    64
    
    
    
    (38
    )
    
    
    26Total interest-earning assets
    
    
    1,630
    
    
    
    (603
    )
    
    
    1,027Interest-bearing liabilities:Interest-bearing demand deposits
    
    
    24
    
    
    
    0
    
    
    
    24Money market deposits
    
    
    164
    
    
    
    (105
    )
    
    
    59Savings deposits
    
    
    173
    
    
    
    (114
    )
    
    
    59Certificates of deposit
    
    
    293
    
    
    
    (621
    )
    
    
    (328
    )Borrowings
    
    
    7
    
    
    
    (9
    )
    
    
    (2
    )Total interest-bearing liabilities
    
    
    661
    
    
    
    (849
    )
    
    
    (188
    )Net interest income
    
    $
    969
    
    
    $
    246
    
    
    $
    1,215
  22




---



##### Table of Contents



For the Six Months Ended June 30,2010
    
    
    2009Average
    
    
    
    
    
    
    Average
    
    
    Average
    
    
    
    
    
    
    AverageBalance
    
    
    Interest
    
    
    Yield/Cost
    
    
    Balance
    
    
    Interest
    
    
    Yield/Cost(Dollars in thousands)
    
    
    
    
    
    (Dollars in thousands)Interest-earning assets:Loans receivable
    
    $
    358,989
    
    
    $
    10,396
    
    
    
    5.84
    %
    
    $
    326,223
    
    
    $
    9,904
    
    
    
    6.12
    %Investments securities (3)
    
    
    162,595
    
    
    
    3,781
    
    
    
    5.48
    %
    
    
    104,362
    
    
    
    2,677
    
    
    
    6.07
    %Interest-bearing deposits with other
banks
    
    
    30,100
    
    
    
    79
    
    
    
    0.53
    %
    
    
    9,030
    
    
    
    47
    
    
    
    1.05
    %Total interest-earning assets
    
    
    551,683
    
    
    
    14,256
    
    
    
    5.44
    %
    
    
    439,616
    
    
    
    12,629
    
    
    
    6.01
    %Noninterest-earning assets
    
    
    38,448
    
    
    
    
    
    
    
    
    
    
    
    34,167Total assets
    
    $
    590,132
    
    
    
    
    
    
    
    
    
    
    $
    473,783Interest-bearing liabilities:Interest-bearing demand deposits
    
    
    39,977
    
    
    
    195
    
    
    
    0.98
    %
    
    
    29,519
    
    
    
    137
    
    
    
    0.94
    %Money market deposits
    
    
    62,767
    
    
    
    508
    
    
    
    1.63
    %
    
    
    30,947
    
    
    
    321
    
    
    
    2.09
    %Savings deposits
    
    
    119,946
    
    
    
    822
    
    
    
    1.38
    %
    
    
    77,358
    
    
    
    582
    
    
    
    1.52
    %Certificates of deposit
    
    
    248,134
    
    
    
    3,333
    
    
    
    2.71
    %
    
    
    221,374
    
    
    
    4,235
    
    
    
    3.86
    %Borrowings
    
    
    32,245
    
    
    
    757
    
    
    
    4.73
    %
    
    
    33,063
    
    
    
    770
    
    
    
    4.70
    %Total interest-bearing liabilities
    
    
    503,068
    
    
    
    5,615
    
    
    
    2.25
    %
    
    
    392,260
    
    
    
    6,045
    
    
    
    3.11
    %Noninterest-bearing liabilitiesOther liabilities
    
    
    49,364
    
    
    
    
    
    
    
    
    
    
    
    46,303Stockholders equity
    
    
    37,699
    
    
    
    
    
    
    
    
    
    
    
    35,220Total liabilities and stockholders equity
    
    $
    590,132
    
    
    
    
    
    
    
    
    
    
    $
    473,783Net interest income
    
    
    
    
    
    $
    8,641
    
    
    
    
    
    
    
    
    
    
    $
    6,584Interest rate spread (1)
    
    
    
    
    
    
    
    
    
    
    3.19
    %
    
    
    
    
    
    
    
    
    
    
    2.90
    %Net interest margin (2)
    
    
    
    
    
    
    
    
    
    
    3.39
    %
    
    
    
    
    
    
    
    
    
    
    3.22
    %Ratio of average interest-earning assets
to
average interest-bearing liabilities
    
    
    
    
    
    
    
    
    
    
    109.66
    %
    
    
    
    
    
    
    
    
    
    
    112.07
    %
 
 (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 $638 and $464 for 2010 and 2009 respectively.  23




---



##### Table of Contents



2010 versus 2009Increase (decrease) due to(Dollars in thousands)
    
    Volume
    
    
    Rate
    
    
    TotalInterest-earning assets:Loans receivable
    
    $
    1,000
    
    
    $
    (508
    )
    
    $
    492Investments securities
    
    
    1,762
    
    
    
    (658
    )
    
    
    1,104Interest-bearing deposits with
other banks
    
    
    110
    
    
    
    (78
    )
    
    
    32Total interest-earning assets
    
    
    2,872
    
    
    
    (1,244
    )
    
    
    1,628Interest-bearing liabilities:Interest-bearing demand deposits
    
    
    49
    
    
    
    9
    
    
    
    58Money market deposits
    
    
    332
    
    
    
    (145
    )
    
    
    187Savings deposits
    
    
    322
    
    
    
    (82
    )
    
    
    240Certificates of deposit
    
    
    515
    
    
    
    (1,417
    )
    
    
    (902
    )Borrowings
    
    
    (19
    )
    
    
    7
    
    
    
    (12
    )Total interest-bearing liabilities
    
    
    1,199
    
    
    
    (1,628
    )
    
    
    (429
    )Net interest income
    
    $
    1,673
    
    
    $
    384
    
    
    $
    2,057
 LIQUIDITY
   INFLATION
    24




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##### Table of Contents



REGULATORY MATTERS
       Adequately
    
    
    WellCapital Ratio
    
    Capitalized
    
    
    Capitalized
    
    
    June 30, 2010
    
    
    December 31, 2009Tier I Leverage Capital
    
    
    4.00
    %
    
    
    5.00
    %(1)
    
    
    9.27
    %
    
    
    10.29
    %Risk-Based Capital:Tier I
    
    
    4.00
    
    
    
    6.00
    
    
    
    13.16
    
    
    
    13.63Total
    
    
    8.00
    
    
    
    10.00
    
    
    
    14.45
    
    
    
    14.91
 (1)
    
    9 percent required by the MOU. REGULATORY CAPITAL REQUIREMENTS
    25




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##### Table of Contents



Middlefield Banc Corp.
    
    
    The Middlefield Banking Co.
    
    
    Emerald BankJune 30,
    
    
    June 30,
    
    
    June 30,2010
    
    
    2010
    
    
    2010(Dollar amounts in thousands)
    
    Amount
    
    
    Ratio
    
    
    Amount
    
    
    Ratio
    
    
    Amount
    
    
    RatioTotal Capital
(to Risk-weighted Assets)Actual
    
    $
    44,685
    
    
    
    11.87
    %
    
    $
    36,462
    
    
    
    11.30
    %
    
    $
    7,039
    
    
    
    14.45
    %For Capital Adequacy
Purposes
    
    
    30,109
    
    
    
    8.00
    
    
    
    25,825
    
    
    
    8.00
    
    
    
    3,898
    
    
    
    8.00To Be Well Capitalized
    
    
    37,636
    
    
    
    10.00
    
    
    
    32,281
    
    
    
    10.00
    
    
    
    4,872
    
    
    
    10.00Tier I Capital
(to Risk-weighted Assets)Actual
    
    $
    39,967
    
    
    
    10.62
    %
    
    $
    32,606
    
    
    
    10.10
    %
    
    $
    6,413
    
    
    
    13.16
    %For Capital Adequacy
Purposes
    
    
    15,054
    
    
    
    4.00
    
    
    
    12,912
    
    
    
    4.00
    
    
    
    1,949
    
    
    
    4.00To Be Well Capitalized
    
    
    22,582
    
    
    
    6.00
    
    
    
    19,368
    
    
    
    6.00
    
    
    
    2,923
    
    
    
    6.00Tier I Capital
(to Average Assets)Actual
    
    $
    39,967
    
    
    
    6.88
    %
    
    $
    32,606
    
    
    
    6.46
    %
    
    $
    6,413
    
    
    
    9.27
    %For Capital Adequacy
Purposes
    
    
    23,235
    
    
    
    4.00
    
    
    
    20,200
    
    
    
    4.00
    
    
    
    2,768
    
    
    
    4.00To Be Well Capitalized
    
    
    29,044
    
    
    
    5.00
    
    
    
    25,251
    
    
    
    5.00
    
    
    
    3,460
    
    
    
    5.00
 
 Item 3. Quantitative and Qualitative Disclosures about Market Risk
 ASSET AND LIABILITY MANAGEMENT
    Net interest income simulation.
  26




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##### Table of Contents



Portfolio equity simulation.
  Increase
    
    
    Decrease200 Basis Points
    
    
    200 Basis PointsNet interest income  increase
(decrease)
    
    
    (2.15
    )%
    
    
    4.21
    %Portfolio equity  increase (decrease)
    
    
    (12.30
    )%
    
    
    (10.19
    )%
 
 Item 4. Controls and Procedures
 Controls and Procedures Disclosure
    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.s Form 10-Q Quarterly Report for the Period Ended June 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, 2001
  28




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##### Table of Contents



exhibitnumber
    
    description
    
    location10.1.1*
    
    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,
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,
2002
  29




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##### Table of Contents



exhibitnumber
    
    description
    
    location10.11*
    
    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*
    
    Reserved10.17*
    
    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 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, 2005
  30




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##### Table of Contents



exhibitnumber
    
    description
    
    location10.23*
    
    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  31




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##### Table of Contents



SIGNATURES
  MIDDLEFIELD BANC CORP.Date: August 12, 2010
    By:
    /s/ Thomas G. CaldwellThomas G. CaldwellPresident and Chief Executive OfficerDate: August 12, 2010
    By:
    /s/ Donald L. StacyDonald L. StacyPrincipal Financial and Accounting Officer  32