Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.

On August 26, 2009, the Board of Directors of Middleburg Financial Corporation (the "Company") adopted an amendment to the Company's bylaws (the "Bylaws"). The amendment revised Section 2.2 of the Bylaws to increase the size of the Company's Board of Directors from 12 to 13 directors.

Also on August 26, 2009, the Company's Board of Directors appointed John M. Rust to fill the vacancy created by the increase in the size of the Board of Directors. Mr. Rust has not yet been named to any committees of the Board of Directors.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth under "Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers" relating to the amendment to the Bylaws is incorporated herein by reference. The full text of the Bylaws, as amended to date, is attached as Exhibit 3.1 to this report and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description

3.1 Bylaws of Middleburg Financial Corporation (restated in electronic format as of August 26, 2009).

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