Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 30, 2009, Middleburg Financial Corporation (the "Company") appointed Mr. Raj Mehra, age 48, as Executive Vice President and Chief Financial Officer of the Company. Previously, Mr. Mehra served as Executive Vice President and Chief Financial Officer of Fidelity Co-operative Bank since January 2008. From July 2007 to January 2008, he served as President of Chelsea Advisory Services, LLC, a consulting firm specializing in banking and capital markets. He also was Senior Vice President and Chief Financial Officer of Urban Trust Bank from 2005 to July 2007 and a Senior Business Manager with Fannie Mae from 2003 to 2004.

Mr. Mehra will receive an annual base salary of $190,000 and a signing bonus of $55,000 that will be divided over two time periods. The first bonus allotment of $40,000 will be paid with Mr. Mehra's first paycheck, and the remainder will be paid on March 31, 2010. If Mr. Mehra voluntarily leaves the Company within 24 months, he will be obligated to repay the signing bonus in prorated fashion. In addition, Mr. Mehra will receive 5,000 stock options, which will vest over a three year period. He also will be eligible for the Company's Management Incentive Program beginning January 1, 2010. Mr. Mehra will be entitled to participate in all of the employee benefit plans for which he is eligible, including health and dental insurance, long term disability insurance, and the Company's 401(k) plan.

The Company issued a press release announcing the appointment on October 6, 2009. The press release is attached as Exhibit 99.1 to this report and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No. Description

99.1 Press release issued by the Registrant dated October 6, 2009.

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