TABLE OF CONTENTS

				PAGE
1.		PURCHASE AND ASSUMPTION			1
		1.01 General			1
		1.02 Transfer of Assets			1
		1.03 Acceptance and Assumption			1
		1.04 Payment of Funds			2
2.		CONDUCT OF THE PARTIES PRIOR TO CLOSING			2
		2.01 Covenants of SELLER			2
		2.02 Covenants of Both Parties			3
3.		REPRESENTATIONS AND WARRANTIES			4
		3.01 Representations and Warranties of SELLER			4
		3.02 Representations and Warranties of BUYER			5
4.		CONDITIONS PRECEDENT TO CLOSING.			6
		4.01 Conditions to SELLERs Obligations			6
		4.02 Conditions to BUYERs Obligations			7
		4.03 Non-Satisfaction of Conditions Precedent			8
		4.04 Waiver of Conditions Precedent			8
5.		CLOSING.			8
		5.01 Closing and Closing Date			8
		5.02 SELLERs Actions at Closing			8
		5.03 BUYERs Actions at the Closing			9
		5.04 Non-Waiver of Rights			9
		5.05 Methods of Payment			9
		5.06 Availability of Closing Documents			10
		5.07 Effectiveness of Closing			10
6.		CERTAIN TRANSITIONAL MATTERS.			10
		6.01 Transitional Action by BUYER			10
		6.02 Transitional Actions by SELLER			11
		6.03 Effect of Transitional Action			13
7.		GENERAL COVENANTS AND INDEMNIFICATION			13
		7.01 Confidentiality Obligations of BUYER			13
		7.02 Confidentiality Obligations of SELLER			13
		7.03 Indemnification			14
		7.04 Further Assurances			14
		7.05 Solicitation of Customers			14
		7.06 Establishment of Facilities by SELLER			15

				PAGE
8.		TERMINATION			15
		8.01 Termination by Mutual Agreement			15
		8.02 Termination by SELLER			15
		8.03 Termination by BUYER			15
		8.04 Notice of Termination			16
		8.05 Effect of Termination			16
9.		MISCELLANEOUS PROVISIONS			16
		9.01 Expenses			16
		9.02 Certificates			16
		9.03 Waivers			16
		9.04 Notices			17
		9.05 Parties in Interest; Assignment; Amendment			18
		9.06 Headings			18
		9.07 Terminology			18
		9.08 Press Releases			19
		9.09 Form 8594			19
		9.10 Entire Agreement			19
		9.11 Governing Law			19
		9.12 Attorneys Fees			19
		9.13 Counterparts			19

PURCHASE AND ASSUMPTION AGREEMENT

     This Agreement (Agreement), made this 23rd day of March, 2007, by and between GEAUGA SAVINGS BANK, with its principal office in Newbury, Ohio, (hereinafter called SELLER) and THE MIDDLEFIELD BANKING COMPANY, with its principal office in Middlefield, Ohio, (hereinafter called BUYER).

     In consideration of the mutual promises hereinafter contained and other good and valuable consideration, the parties hereto do, as to those portions of this Agreement to which each party is specifically set out as a party agreeing to and being bound thereby, agree as follows:

1. PURCHASE AND ASSUMPTION.

     1.01 Deposit Liabilities. At the Closing, as defined in Section 5.01 hereof, BUYER shall assume from SELLER certain Deposit Liabilities pursuant to the terms and conditions set forth herein. The term Deposit Liabilities means SELLERs obligations, duties, and liabilities of every type and character relating to certain deposit accounts attributable to SELLERs branch office located at Harrington Square, 15561 Kinsman Road (Route 87), Middlefield, Ohio, 44062 (the Office) identified in the Summary of Office Deposit Accounts attached hereto as Schedule A, as well as certain other deposit accounts identified in the Summary of Other Deposit Accounts attached hereto as Schedule B. The deposit accounts referenced in the immediately preceding sentence (hereinafter the Deposit Accounts) include, without limitation, NOW accounts, checking accounts, passbook accounts, statement savings accounts, money market accounts, certificates of deposit, and Individual Retirement Accounts (IRAs).

     1.02 Transfer of Assets. Subject to the terms and conditions of this Agreement, SELLER shall assign, transfer, convey, and deliver to BUYER, on and as of the close of business on the Closing Date, as defined in Section 5.01 hereof, all records related to the Deposit Liabilities that are reasonably required to comply with all applicable laws or regulations as described in Exhibit 1 (hereinafter the Assets). The acquisition by BUYER from SELLER of such Assets and the assumption of Deposit Liabilities pursuant to the terms and conditions set forth herein is sometimes referred to herein as the Acquisition.

     1.03 Acceptance and Assumption. Subject to the terms and conditions of this Agreement, on and as of the close of business on the Closing Date, BUYER shall:

     a. Assets. Receive and accept all of the Assets assigned, transferred, conveyed, and delivered to BUYER by SELLER pursuant to this Agreement as identified in Section 1.02 above; and

     b. Deposit Liabilities. Assume and thereafter discharge all of SELLERs obligations and duties relating to the assignment and assumption of Deposit Liabilities pursuant to an assignment and assumption of Deposit Liabilities, in substantially the form set forth in Schedule C hereto.

     1.04 Payment of Funds. Subject to the terms and conditions hereof:

     a. Acquisition Consideration. SELLER shall make available and transfer to BUYER, in the manner specified in Section 5.05 hereof, funds equal to

(i) the sum of

(A) the amount of the aggregate balance of all Deposit Liabilities (including interest posted or accrued to such accounts as of the close of business on the Closing Date)

The sum determined under this subclause (i) is subject to adjustment at the Closing in the manner specified in Section 5.05 hereof.

(ii) less an amount equal to the sum of the following;

(A) a 10% deposit premium.

(B) reimbursement for all rents due and actually paid by SELLER under Section 4 of the Lease between Harrington Square, LLC and SELLER for the Office (hereinafter the Lease) from the Closing until lease termination on December 31, 2007. The Lease is attached hereto as Schedule L.