Performance Based

MIDDLEBURG FINANCIAL COPORATION

Performance Share Award Agreement

THIS AGREEMENT dated as of the ____ day of ___________, 2007, between MIDDLEBURG FINANCIAL CORPORATION, a Virginia corporation (the ?Company?), and ________________ (?Participant?), is made pursuant and subject to the provisions of the Middleburg Financial Corporation 2006 Equity Compensation Plan (the ?Plan?). All terms used herein that are defined in the Plan have the same meaning given them in the Plan.

1.          Award of Performance Shares. Pursuant to the Plan, the Company, on _________ ___, 2007 (the ?Award Date?), granted Participant [number of Performance Shares] Performance Shares covering shares of Common Stock, subject to the terms and conditions of the Plan and subject further to the terms and conditions set forth herein.

2.           Restrictions. Except as provided in this Agreement, the Performance Shares are nontransferable and is subject to a substantial risk of forfeiture.

3.            Vesting. Participant?s interest in the Performance Shares shall be transferable and nonforfeitable (?Vested?) after the end of the three-year performance cycle beginning January 1, 2007, and ending December 31, 2009, in accordance with the performance criteria described in the following schedules. Participant?s Vested interest in his award shall be the sum of the Vested percentages set forth in subsections (a) and (b) below, subject to subsections (c) and (d):

(a)          Return on Equity is net income divided by average shareholders? equity calculated as of December 31, 2009: