The Middlefield Banking Company

                          Director Retirement Agreement



          This Agreement is made as of December 1, 2001, by and between The

Middlefield Banking Company, an Ohio-chartered bank located in Middlefield, Ohio

("Middlefield Bank") and George Hasman (the "Director").



          To encourage the Director to remain a member of Middlefield Bank's

board of directors, Middlefield Bank is willing to provide retirement benefits

to the Director. Middlefield Bank will pay the benefits from its general assets.

None of the conditions or events included in the definition of the term "golden

parachute payment" that is set forth in section 18(k)(4)(A)(ii) of the Federal

Deposit Insurance Act [12 U.S.C. 1828(k)(4)(A)(ii)] and in Federal Deposit

Insurance Corporation Rule 359.1(f)(1)(ii) [12 CFR 359.1(f)(1)(ii)] exists or,

to the best knowledge of Middlefield Bank, is contemplated insofar as

Middlefield Bank is concerned.



                                    Agreement



          In consideration of the foregoing premises and other good and valuable

consideration, the receipt and acceptance of which are hereby acknowledged, the

Director and Middlefield Bank hereby agree as follows:



                                    Article 1

                                   Definitions



          Whenever used in this Agreement, the following words and phrases shall

have the meanings specified:



          1.1 "Accrual Balance" means the amount reflected in Schedule A of this

Agreement, which is the amount required by generally accepted accounting

principles to be accrued by Middlefield Bank to account for benefits that may

become payable to the Director under this Agreement.



          1.2 "Change in Control" means that any of the following events occur:



                    (a) Middlefield Banc Corp., the parent company of

          Middlefield Bank, merges into or consolidates with another

          corporation, or merges another corporation into Middlefield Banc

          Corp., and as a result less than a majority of the combined voting

          power of the resulting corporation immediately after the merger or

          consolidation is held by persons who were the holders of Middlefield

          Banc Corp.'s voting securities immediately before the merger or

          consolidation, or



                    (b) a report on Schedule 13D, Schedule TO, or another form

          or schedule (other than Schedule 13G), is filed or is required to be

          filed under Sections 13(d) or 14(d) of the Securities Exchange Act of

          1934, if the schedule discloses that the filing person or persons

          acting in concert has or have become the beneficial owner of 15% or

          more of a class of Middlefield Banc Corp.'s voting securities (but

          this clause (b) shall not apply to beneficial ownership of voting

          shares held by Middlefield Bank or another subsidiary of Middlefield

          Banc Corp. in a fiduciary capacity), or



                    (c) during any period of two consecutive years, individuals

          who constitute Middlefield Banc Corp.'s board of directors at the

          beginning of the two-year period cease for any reason to constitute at

          least a majority thereof; provided, however, that -- for purposes of

          this clause (c) -- each director who is first elected by the board (or

          first nominated by the board for election by stockholders) by a vote

          of at least two-thirds (2/3) of the directors who were directors at

          the beginning of the period shall be deemed to have been a director at

          the beginning of the two-year period, or



                    (d) Middlefield Banc Corp. sells to a third party

          substantially all of Middlefield Banc Corp.'s assets. For purposes of

          this Agreement, sale of substantially all of Middlefield Banc Corp.'s

          assets includes sale of Middlefield Bank.



          1.3 "Code" means the Internal Revenue Code of 1986, as amended.

<PAGE>



          1.4 "Disability" means, if the Director is covered by a

Company-sponsored disability policy, total disability as defined in such policy,

without regard to any waiting period. If the Director is not covered by such a

policy, Disability means the Director suffers a sickness, accident or injury

that -- in the judgment of a physician satisfactory to Middlefield Bank --

prevents the Director from performing substantially all of the Director's normal

duties for Middlefield Bank. As a condition to receiving any Disability

benefits, Middlefield Bank may require the Director to submit to such physical

or mental evaluations and tests as Middlefield Bank's board of directors deems

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