f10kmiddleburg.htm

Middleburg Bank and the Company have assets in custody with Middleburg Trust Company and accordingly pay Middleburg Trust Company a monthly fee. Middleburg Bank also pays interest to Middleburg Trust Company, Middleburg Investment Advisors and Southern Trust Mortgage on deposit accounts that each company has at Middleburg Bank. Southern Trust Mortgage has an outstanding line of credit for which it pays interest to Middleburg Bank. Middleburg Bank provides office space and data processing services to Southern Trust Mortgage for which it receives rental and fee income. Middleburg Investment Advisors pays the Company a management fee each month for accounting and other services provided. Transactions related to these relationships are eliminated to reach consolidated totals.

The following tables present segment information for the years ended December 31, 2009, 2008 and 2007.

	2009
	Retail		Wealth		Mortgage		Inter-company
(In Thousands)	Banking		Management		Banking		Eliminations		Consolidated
Revenues:
Interest income	$	49,143	$	8	$	8,855	$	(1,260)	$	56,746
Wealth management fees		--		3,873		--		(76)		3,797
Other income		3,965		--		13,228		(78)		17,115
Total operating income	$	53,108	$	3,881	$	22,083	$	(1,414)	$	77,658
Expenses:
Interest expense	$	18,495	$	--	$	1,846	$	(1,260)	$	19,081
Salaries and employee benefits		12,560		2,895		12,560		29		28,044
Provision for loan losses		4,564		--		(13)		--		4,551
Other		15,491		1,500		4,011		(183)		20,819
Total operating expenses	$	51,110	$	4,395	$	18,404	$	(1,414)	$	72,495
Income before income taxes	$	1,998	$	(514)	$	3,679	$	--	$	5,163
Provision for income taxes		255		(191)		--		--		64
Net income	$	1,743	$	(323)	$	3,679	$	--	$	5,099
Non-controlling interest in
consolidated subsidiary		--		--		--		1,577		1,577
Net income attributable to
Middleburg Financial Corporation	$	1,743	$	(323)	$	3,679	$	(1,577)	$	3,522
Total assets	$	966,004	$	6,293	$	56,978	$	(52,902)	$	976,373
Capital expenditures	$	1,922	$	11	$	47	$	--	$	1,980
Goodwill and identified intangibles	$	--	$	4,664	$	1,867	$	--	$	6,531
	2008
	Retail		Wealth		Mortgage		Inter-company
(In Thousands)	Banking		Management		Banking		Eliminations		Consolidated
Revenues:
Interest income	$	50,103	$	29	$	5,990	$	(200)	$	55,922
Wealth management fees		--		4,253		--		(83)		4,170
Other income		2,357		95		10,412		(130)		12,734
Total operating income	$	52,460	$	4,377	$	16,402	$	(413)	$	72,826
Expenses:
Interest expense	$	21,128	$	--	$	1,791	$	(200)	$	22,719
Salaries and employee benefits		12,065		2,795		10,516		--		25,376
Provision for loan losses		3,621		--		1,640		--		5,261
Other		11,644		1,560		4,232		(213)		17,223
Total operating expenses	$	48,458	$	4,355	$	18,179	$	(413)	$	70,579
Income before income taxes	$	4,002	$	22	$	(1,777)	$	--	$	2,247
Provision for income taxes		362		82		--		--		444
Net income	$	3,640	$	(60)	$	(1,777)	$	--	$	1,803
Non-controlling interest in
consolidated subsidiary		--		--		--		757		757
Net income attributable to
Middleburg Financial Corporation	$	3,640	$	(60)	$	(1,777)	$	757	$	2,560
Total assets	$	933,652	$	6,514	$	51,709	$	(6,684)	$	985,191
Capital expenditures	$	3,162	$	282	$	275	$	--	$	3,719
Goodwill and identified intangibles	$	--	$	4,877	$	1,867	$	--	$	6,744

	2007
	Retail		Wealth		Mortgage		Inter-company
(In Thousands)	Banking		Management		Banking		Eliminations		Consolidated
Revenues:
Interest income	$	49,599	$	58	$	--	$	(29)	$	49,628
Wealth management fees		--		4,979		--		(89)		4,890
Other income		2,853		--		--		(41)		2,812
Total operating income	$	52,452	$	5,037	$	--	$	(159)	$	57,330
Expenses:
Interest expense	$	22,470	$	--	$	--	$	(29)	$	22,441
Salaries and employee benefits		10,829		2,728		--		--		13,557
Provision for loan losses		1,786		--		--		--		1,786
Other		14,481		1,547		--		(130)		15,898
Total operating expenses	$	49,566	$	4,275	$	--	$	(159)	$	53,682
Income before income taxes	$	2,886	$	762	$	--	$	--	$	3,648
Provision for income taxes		251		333		--		--		584
Net income	$	2,635	$	429	$	--	$	--	$	3,064
Non-controlling interest in
consolidated subsidiary		--		--		--		--		--
Net income attributable to
Middleburg Financial Corporation	$	2,635	$	429	$	--	$	--	$	3,064
Total assets	$	836,899	$	6,900	$	--	$	(2,399)	$	841,400
Capital expenditures	$	3,734	$	35	$	--	$	--	$	3,769
Goodwill and identified intangibles	$	--	$	5,215	$	--	$	--	$	5,215

Competition

The Company’s commercial and retail banking segment faces significant competition for both loans and deposits. Competition for loans comes from commercial banks, savings and loan associations and savings banks, mortgage banking subsidiaries of regional commercial banks, subsidiaries of national mortgage bankers, insurance companies, and other institutional lenders. Its most direct competition for deposits has historically come from commercial banks, credit unions, savings banks, savings and loan associations and other financial institutions. Based upon total deposits at June 30, 2009, as reported to the Federal Deposit Insurance Corporation (the “FDIC”), the Company has the largest share of deposits with 19.2% market share among banking organizations operating in Loudoun County, Virgi nia. The Company’s Reston location, as of the latest FDIC report, has 0.08% of the $43.0 billion in deposits in the Fairfax County market. The Company’s market share among banking organizations operating in Fauquier County, as of the latest FDIC report, is 5.9% of the

$1.2 billion in deposits. The Company also faces competition for deposits from short-term money market mutual funds and other corporate and government securities funds.

The Company’s wealth management segment faces competition on several fronts. Middleburg Trust Company competes for clients and accounts with banks, other financial institutions and money managers. Even though many of these institutions have been engaged in the trust or investment management business for a considerably longer period of time than Middleburg Trust Company and have significantly greater resources, Middleburg Trust Company has grown through its commitment to quality trust and investment management services and a local community approach to business. Middleburg Investment Advisors competes for its clients and accounts with other money managers and investment brokerage firms. Like the rest of the Company, Middleburg Investment Advisors is dedicated to quality service and high investment performance for its clients. Middleburg Investment Advisors has successfully operated in its markets for 28 years. The investment services department of Middleburg Bank competes with local and on-line investment brokerage firms.

Competition for the Company’s mortgage banking segment, Southern Trust Mortgage is largely from other mortgage banking entities. Traditional financial institutions, investment banking companies and internet sources for mortgages also add to the competitive market for mortgages.

Lending Activities

Credit Policies

The principal risk associated with each of the categories of loans in Middleburg Bank’s portfolio is the creditworthiness of its borrowers. Within each category, such risk is increased or decreased, depending on prevailing economic conditions. In an effort to manage the risk, Middleburg Bank’s loan policy gives loan amount approval limits to individual loan officers based on their position and level of experience. The risk associated with real estate mortgage loans, commercial and consumer loans varies, based on market employment levels, consumer confidence, fluctuations in the value of real estate and other conditions that affect the ability of borrowers to repay indebtedness. The risk associated with real estate construction loans varies, based on the supply and demand for the type of real estate under construction.

Middleburg Bank has written policies and procedures to help manage credit risk. Middleburg Bank utilizes an outside third party loan review process that includes regular portfolio reviews to establish loss exposure and to ascertain compliance with Middleburg Bank’s loan policy.

Middleburg Bank has three levels of lending authority. Individual loan officers are the first level and are limited to their lending authority. The second level is the Officers Loan Committee, which is composed of four officers of Middleburg Bank, including the Company’s Chairman, the President and Chief Executive Officer, and the Senior Lending Officer. The Officers Loan Committee approves loans that exceed the individual loan officers’ lending authority and reviews loans to be presented to the Directors Loan Committee. The Directors Loan Committee is composed of seven Directors, of which five are independent Directors. The Directors Loan Committee approves new, modified and renewed credits that exceed Officer Loan Committee authorities. The Chairman of the Directors Loan Committee is the Chairman of the Company. A quorum is reached when four committee members are present, of which at least three must be independent Directors. An application requires four votes to receive approval by this committee. In addition, the Directors Loan Committee reports all new loans reviewed and approved to Middleburg Bank’s Board of Directors monthly. Monthly reports shared with the Directors Loan Committee include names and monetary amounts of all new credits in excess of $12,500 or which had been extended; a watch list including names, monetary amounts, risk rating and payment status; non accruals and charge offs as recommended and a list of overdrafts in excess of $1,500 and which have been overdrawn more than four days. The Directors Loan Committee also reviews lending policies proposed by management.

In the normal course of business, Middleburg Bank makes various commitments and incurs certain contingent liabilities which are disclosed but not reflected in its annual financial statements including commitments to extend credit. At December 31, 2009, commitments to extend credit totaled $84.6 million.

Construction Lending

Middleburg Bank makes local construction loans, primarily residential, and land acquisition and development loans. The construction loans are primarily secured by residential houses under construction and the underlying land for which the loan was obtained. At December 31, 2009, construction, land and land development loans outstanding were $72.9 million, or 11.3%, of total loans. Approximately 71.9% of these loans are concentrated in the Loudoun, Fairfax and Fauquier County, Virginia markets. The average life of a construction loan is approximately 12 months and will reprice monthly to meet the market, typically the prime interest rate plus one percent. Because the interest rate charged on these loans floats with the market, the construction loans help the Company in managing its interest rate risk. Construction lending entails significant additional risks, compared with residential mortgage lending. Construction loans often involve larger loan balances concentrated with single borrowers or groups of related borrowers. Another risk involved in construction lending is attributable to the fact that loan funds are advanced upon the security of the land or home under construction, which value is estimated prior to the completion of construction. Thus, it is more difficult to evaluate accurately the total loan funds required to complete a project and related loan-to-value ratios. To mitigate the risks associated with construction lending, Middleburg Bank generally limits loan amounts to 75% to 85% of appraised value, in addition to analyzing the creditworthiness of its borrowers. Middleburg Bank also obtains a first lien on the property as security for its construction loans and typically requires personal guarantees from the borrowing entity’s principal owners.

Commercial Business Loans

Commercial business loans generally have a higher degree of risk than residential mortgage loans, but have higher yields. To manage these risks, Middleburg Bank generally obtains appropriate collateral and personal guarantees from the borrowing entity’s principal owners and monitors the financial condition of its business borrowers. Residential mortgage loans generally are made on the basis of the borrower’s ability to make repayment from his employment and other income and are secured by real estate whose value tends to be readily ascertainable. In contrast, commercial business loans typically are made on the basis of the borrower’s ability to make repayment from cash flow from its business and are secured by business assets, such as commercial real estate, accounts receivable, equip ment and inventory. As a result, the availability of funds for the repayment of commercial business loans is substantially dependent on the success of the business itself. Furthermore, the collateral for commercial business loans may depreciate over time and generally cannot be appraised with as much precision as residential real estate. Middleburg Bank has an outside third party loan review and monitoring process to regularly assess the repayment ability of commercial borrowers. At December 31, 2009, commercial loans totaled $43.4 million, or 6.7% of total loans.

Commercial Real Estate Lending

Commercial real estate loans are secured by various types of commercial real estate in Middleburg Bank’s market area, including multi-family residential buildings, commercial buildings and offices, small shopping centers and churches. At December 31, 2009, commercial real estate loans aggregated $240.7 million, or 37.4%, of Middleburg Bank’s total loans.

In its underwriting of commercial real estate, Middleburg Bank may lend, under internal policy, up to 80% of the secured property’s appraised value. Commercial real estate lending entails significant additional risk, compared with residential mortgage lending. Commercial real estate loans typically involve larger loan balances concentrated with single borrowers or groups of related borrowers. Additionally, the payment experience on loans secured by income producing properties is typically dependent on the successful operation of a business or a real estate project and thus may be subject, to a greater extent, to adverse conditions in the real estate market or in the economy generally. Middleburg Bank’s commercial real estate loan underwriting criteria

require an examination of debt service coverage ratios and the borrower’s creditworthiness, prior credit history and reputation. Middleburg Bank also evaluates the location of the security property and typically requires personal guarantees or endorsements of the borrowing entity’s principal owners.

One-to-Four-Family Residential Real Estate Lending

Residential lending activity may be generated by Middleburg Bank’s loan originator solicitation, referrals by real estate professionals, existing or new bank clients and purchases of whole loans from Southern Trust Mortgage. Loan applications are taken by a Bank loan officer. As part of the application process, information is gathered concerning income, employment and credit history of the applicant. Loan originations are underwritten using Middleburg Bank’s underwriting guidelines. Security for the majority of Middleburg Bank’s residential lending is in the form of owner occupied one-to-four-family dwellings. The valuation of residential collateral is provided by independent fee appraisers who have been approved by Middleburg Bank’s Board of Directors.

Middleburg Bank also originates a non-conforming adjustable rate product (“ARM”) with a higher entry level rate and margin than that of the conforming adjustable rate products. This non-conforming loan provides yet another outlet for loans not meeting secondary market guidelines. Middleburg Bank keeps these loans in its loan portfolio. Interest rates on ARM products offered by Middleburg Bank are tied to fixed rates issued by the Federal Home Loan Bank of Atlanta plus a spread. Middleburg Bank’s ARM products contain interest rate caps at adjustment periods and rate ceilings based on a cap over and above the original interest rate.

At December 31, 2009, $267.7 million, or 41.6%, of Middleburg Bank’s loan portfolio consisted of one-to four-family residential real estate loans and home equity lines. Of the $267.7 million, $181.3 million were fixed rate mortgages while the remaining $86.4 million were adjustable rate mortgages. The fixed rate loans are typically 3, 5, 7 or 10 year balloon loans amortized over a 30 year period. Middleburg Bank has about $91.4 million in fixed rate loans that have maturities of 15 years or greater. Approximately $45.2 million of fixed rate loans have maturities of 5 years or less.

In connection with residential real estate loans, Middleburg Bank requires title insurance, hazard insurance and if required, flood insurance. Flood determination letters with life of loan tracking are obtained on all federally related transactions with improvements serving as security for the transaction.

Consumer Lending

Middleburg Bank offers various secured and unsecured consumer loans, including unsecured personal loans and lines of credit, automobile loans, deposit account loans, installment and demand loans. At December 31, 2009, Middleburg Bank had consumer loans of $16.9 million or 2.6% of gross loans. Such loans are generally made to customers with whom Middleburg Bank has a pre-existing relationship. Middleburg Bank currently originates all of its consumer loans in its geographic market area. Most of the consumer loans are tied to the prime lending rate and reprice monthly.

Consumer loans may entail greater risk than residential mortgage loans, particularly in the case of consumer loans which are unsecured, such as lines of credit, or secured by rapidly depreciable assets such as automobiles. In such cases, any repossessed collateral for a defaulted consumer loan may not provide an adequate source of repayment of the outstanding loan balance as a result of the greater likelihood of damage, loss or depreciation. The remaining deficiency often does not warrant further substantial collection efforts against the borrower. In addition, consumer loan collections are dependent on the borrower’s continuing financial stability, and thus are more likely to be adversely affected by job loss, divorce, illness or personal bankruptcy. Furthermore, the application of va rious federal and state laws, including federal and state bankruptcy and insolvency laws, may limit the amount which can be recovered on such loans. Such loans may also give rise to claims and defenses by a consumer borrower against an assignee of collateral securing the loan such as Middleburg Bank, and a borrower may be able to assert against such assignee claims and defenses

which it has against the seller of the underlying collateral. Consumer loan delinquencies often increase over time as the loans age.

The underwriting standards employed by Middleburg Bank for consumer loans include a determination of the applicant’s payment history on other debts and an assessment of ability to meet existing obligations and payments on the proposed loan. The stability of the applicant’s monthly income may be determined by verification of gross monthly income from primary employment, and additionally from any verifiable secondary income. Although creditworthiness of the applicant is of primary consideration, the underwriting process also includes an analysis of the value of the security in relation to the proposed loan amount.

Supervision and Regulation

General

As a bank holding company, the Company is subject to regulation under the Bank Holding Company Act of 1956, as amended, and the examination and reporting requirements of the Board of Governors of the Federal Reserve System. As a state-chartered commercial bank, Middleburg Bank is subject to regulation, supervision and examination by the Virginia State Corporation Commission’s Bureau of Financial Institutions. It is also subject to regulation, supervision and examination by the Federal Reserve Board. Other federal and state laws, including various consumer and compliance laws, govern the activities of Middleburg Bank, the investments that it makes and the aggregate amount of loans that it may grant to one borrower.

The following description summarizes the significant federal and state laws applicable to the Company and its subsidiaries. To the extent that statutory or regulatory provisions are described, the description is qualified in its entirety by reference to that particular statutory or regulatory provision.

The Bank Holding Company Act

Under the Bank Holding Company Act, the Company is subject to periodic examination by the Federal Reserve and required to file periodic reports regarding its operations and any additional information that the Federal Reserve may require. Activities at the bank holding company level are limited to:

banking, managing or controlling banks;

furnishing services to or performing services for its subsidiaries; and

engaging in other activities that the Federal Reserve has determined by regulation or order to be so closely related to banking as to be a proper incident to these activities.

Some of the activities that the Federal Reserve Board has determined by regulation to be proper incidents to the business of a bank holding company include making or servicing loans and specific types of leases, performing specific data processing services and acting in some circumstances as a fiduciary or investment or financial adviser.

With some limited exceptions, the Bank Holding Company Act requires every bank holding company to obtain the prior approval of the Federal Reserve before:

acquiring substantially all the assets of any bank;

acquiring direct or indirect ownership or control of any voting shares of any bank if after such acquisition it would own or control more than 5% of the voting shares of such bank (unless it already owns or controls the majority of such shares); or

merging or consolidating with another bank holding company.

In addition, and subject to some exceptions, the Bank Holding Company Act and the Change in Bank Control Act, together with their regulations, require Federal Reserve approval prior to any person or company acquiring “control” of a bank holding company. Control is conclusively presumed to exist if an individual or

company acquires 25% or more of any class of voting securities of a bank holding company. Control is rebuttably presumed to exist if a person acquires 10% or more, but less than 25%, of any class of voting securities and either has registered securities under Section 12 of the Securities Exchange Act of 1934 (the “Exchange Act”) or no other person owns a greater percentage of that class of voting securities immediately after the transaction. The regulations provide a procedure for challenging this rebuttable control presumption.

In November 1999, Congress enacted the Gramm-Leach-Bliley Act (the “GLBA”), which made substantial revisions to the statutory restrictions separating banking activities from other financial activities. Under the GLBA, bank holding companies that are well-capitalized and well-managed and meet other conditions can elect to become “financial holding companies.” As financial holding companies, they and their subsidiaries are permitted to acquire or engage in previously impermissible activities such as insurance underwriting, securities underwriting and distribution, travel agency activities, insurance agency activities, merchant banking and other activities that the Federal Reserve determines to be financial in nature or complementary to these activities. Financial holding companies continue to be subject to the overall oversight and supervision of the Federal Reserve, but the GLBA applies the concept of functional regulation to the activities conducted by subsidiaries. For example, insurance activities would be subject to supervision and regulation by state insurance authorities. Although the Company has not elected to become a financial holding company in order to exercise the broader activity powers provided by the GLBA, the Company will likely elect do so in the future.

Payment of Dividends

The Company is a legal entity separate and distinct from its banking and non-banking subsidiaries. The majority of the Company’s revenues are from dividends paid to the Company by its subsidiaries. Middleburg Bank is subject to laws and regulations that limit the amount of dividends it can pay. In addition, both the Company and Middleburg Bank are subject to various regulatory restrictions relating to the payment of dividends, including requirements to maintain capital at or above regulatory minimums. Banking regulators have indicated that banking organizations should generally pay dividends only if the organization’s net income available to common shareholders over the past year has been sufficient to fully fund the dividends and the prospective rate of earnings retention appear s consistent with the organization’s capital needs, asset quality and overall financial condition. The Company does not expect that any of these laws, regulations or policies will materially affect the ability of Middleburg Bank to pay dividends. During the year ended December 31, 2009, Middleburg Bank paid $3.2 million in dividends to the Company. No dividends were paid to the Company from the non-banking subsidiaries.

The FDIC has the general authority to limit the dividends paid by insured banks if the payment is deemed an unsafe and unsound practice. The FDIC has indicated that paying dividends that deplete a bank’s capital base to an inadequate level would be an unsound and unsafe banking practice.

In addition, during most of 2009 the Company was subject to restrictions on its ability to pay dividends on common stock as a result of the Company’s participation in the Capital Purchase Program established by the U.S. Department of the Treasury (the “Treasury”). In connection with that program, the Company issued preferred stock and a warrant to purchase common stock to the Treasury on January 30, 2009. The preferred stock was in a superior ownership position compared to common stock, and dividends were required to be paid on the preferred stock before they could be paid on the common stock. In addition, the consent of the Treasury generally was required for the Company to increase its common stock dividend or repurchase its stock common or other equity or capital securities prior t o January 30, 2012. If the Company did not pay dividends on the preferred stock for an aggregate of six (6) quarterly dividend periods or more, whether or not consecutive, the Company’s authorized number of directors automatically would increase by two (2) and the holders of the Preferred Stock would have the right to elect those directors at the Company’s next annual meeting or at a special meeting called for that purpose; these two directors would be elected annually and would serve until all accrued and unpaid dividends for all past dividend periods had been declared and paid in full. As a result of the Company’s redemption of the preferred stock in December 2009, the Company is no longer subject to these restrictions or requirements.

Insurance of Accounts, Assessments and Regulation by the FDIC

The deposits of Middleburg Bank are insured by the FDIC up to the limits set forth under applicable law. The deposits of Middleburg Bank subsidiary are subject to the deposit insurance assessments of the Deposit Insurance Fund (“DIF”) of the FDIC.

The FDIC has implemented a risk-based deposit insurance assessment system under which the assessment rate for an insured institution may vary according to regulatory capital levels of the institution and other factors, including supervisory evaluations. In addition to being influenced by the risk profile of the particular depository institution, FDIC premiums are also influenced by the size of the FDIC insurance fund in relation to total deposits in FDIC insured banks. The FDIC has authority to impose special assessments from time to time.

The maximum deposit insurance amount per depositor has been increased from $100,000 to $250,000 until December 31, 2013. On January 1, 2014, the standard insurance amount will return to $100,000 per depositor for all account categories except for individual retirement accounts and other certain retirement accounts which will remain at $250,000 per depositor.

In May 2009, the FDIC adopted a final rule imposing a 5 basis point special assessment on each insured financial institution’s total assets minus its tier 1 capital as of June 30, 2009 to be paid on September 30, 2009. This special assessment assisted the FDIC in the replenishment of the DIF as a result of the increase in financial institution failures during 2008 and 2009. The special assessment imposed on Middleburg Bank was $480,000. In November 2009, the FDIC adopted a final rule to require insured financial institutions to prepay three years of estimated insurance assessments. This prepayment allows the FDIC to strengthen the cash position of the DIF immediately without immediately impacting earnings of the industry. The p ayment of the prepaid assessment was due on December 30, 2009. Middleburg Bank’s prepaid assessment was $6.9 million.

The FDIC is authorized to prohibit any DIF-insured institution from engaging in any activity that the FDIC determines by regulation or order to pose a serious threat to the respective insurance fund. Also, the FDIC may initiate enforcement actions against banks, after first giving the institution’s primary regulatory authority an opportunity to take such action. The FDIC may terminate the deposit insurance of any depository institution if it determines, after a hearing, that the institution has engaged or is engaging in unsafe or unsound practices, is in an unsafe or unsound condition to continue operations, or has violated any applicable law, regulation, order or any condition imposed in writing by the FDIC. It also may suspend deposit insurance temporarily during the hearing process for the per manent termination of insurance, if the institution has no tangible capital. If deposit insurance is terminated, the deposits at the institution at the time of termination, less subsequent withdrawals, shall continue to be insured for a period from six months to two years, as determined by the FDIC. The Company is not aware of any existing circumstances that could result in termination of any of Middleburg Bank’s deposit insurance.

Capital Requirements

The Federal Reserve Board has issued risk-based and leverage capital guidelines applicable to banking organizations that it supervises. Under the risk-based capital requirements, the Company and Middleburg Bank are each generally required to maintain a minimum ratio of total risk-based capital to risk-weighted assets (including certain off-balance sheet activities, such as standby letters of credit) of 8%. At least half of the total risk-based capital must be composed of “Tier 1 Capital,” which is defined as common equity, retained earnings and qualifying perpetual preferred stock, less certain intangibles and ineligible deferred tax assets. The remainder may consist of “Tier 2 Capital,” which is defined as specific subordinated debt, some hybrid capital instruments and other qu alifying preferred stock and a limited amount of the loan loss allowance. In addition, each of the federal banking regulatory agencies has established minimum leverage capital requirements for banking organizations. Under these requirements, banking organizations must maintain a minimum ratio of Tier

1 capital to adjusted average quarterly assets equal to 4%, subject to federal bank regulatory evaluation of an organization’s overall safety and soundness. In sum, the capital measures used by the federal banking regulators are:

the Total Capital ratio, which includes Tier 1 Capital and Tier 2 Capital;

the Tier 1 Capital ratio; and

the leverage ratio.

Under these regulations, a bank will be:

“well capitalized” if it has a Total Capital ratio of 10% or greater, a Tier 1 Capital ratio of 6% or greater, and a leverage ratio of 5% or greater and is not subject to any written agreement, order, capital directive, or prompt corrective action directive by a federal bank regulatory agency to meet and maintain a specific capital level for any capital measure;

“adequately capitalized” if it has a Total Capital ratio of 8% or greater, a Tier 1 Capital ratio of 4% or greater, and a leverage ratio of 4% or greater – or 3% in certain circumstances – and is not well capitalized;

“undercapitalized” if it has a Total Capital ratio of less than 8%, a Tier 1 Capital ratio of less than 4% - or 3% in certain circumstances;

“significantly undercapitalized” if it has a Total Capital ratio of less than 6%, a Tier 1 Capital ratio of less than 3%, or a leverage ratio of less than 3%; or

“critically undercapitalized” if its tangible equity is equal to or less than 2% of average quarterly tangible assets.

The risk-based capital standards of the Federal Reserve Board explicitly identify concentrations of credit risk and the risk arising from non-traditional activities, as well as an institution’s ability to manage these risks, as important factors to be taken into account by the agency in assessing an institution’s overall capital adequacy. The capital guidelines also provide that an institution’s exposure to a decline in the economic value of its capital due to changes in interest rates be considered by the agency as a factor in evaluating a banking organization’s capital adequacy.

The FDIC may take various corrective actions against any undercapitalized bank and any bank that fails to submit an acceptable capital restoration plan or fails to implement a plan accepted by the FDIC. These powers include, but are not limited to, requiring the institution to be recapitalized, prohibiting asset growth, restricting interest rates paid, requiring prior approval of capital distributions by any bank holding company that controls the institution, requiring divestiture by the institution of its subsidiaries or by the holding company of the institution itself, requiring new election of directors, and requiring the dismissal of directors and officers. The Company and Middleburg Bank presently maintain sufficient capital to remain in compliance with these capital requirements.

Other Safety and Soundness Regulations

There are a number of obligations and restrictions imposed on bank holding companies and their depository institution subsidiaries by federal law and regulatory policy that are designed to reduce potential loss exposure to the depositors of such depository institutions and to the FDIC insurance funds in the event that the depository institution is insolvent or is in danger of becoming insolvent. For example, under the requirements of the Federal Reserve Board with respect to bank holding company operations, a bank holding company is required to serve as a source of financial strength to its subsidiary depository institutions and to commit

resources to support such institutions in circumstances where it might not do so otherwise. In addition, the “cross-guarantee” provisions of federal law require insured depository institutions under common control to reimburse the FDIC for any loss suffered or reasonably anticipated by the FDIC as a result of the insolvency of commonly controlled insured depository institutions or for any assistance provided by the FDIC to commonly controlled insured depository institutions in danger of failure. The FDIC may decline to enforce the cross-guarantee provision if it determines that a waiver is in the best interests of the deposit insurance funds. The FDIC’s claim for reimbursement under the cross guarantee provisions is superior to claims of shareholders of the insured depository inst itution or its holding company but is subordinate to claims of depositors, secured creditors and nonaffiliated holders of subordinated debt of the commonly controlled insured depository institutions.

Monetary Policy

The commercial banking business is affected not only by general economic conditions but also by the monetary policies of the Federal Reserve Board. The instruments of monetary policy employed by the Federal Reserve Board include open market operations in United States government securities, changes in the discount rate on member bank borrowing and changes in reserve requirements against deposits held by all federally insured banks. The Federal Reserve Board’s monetary policies have had a significant effect on the operating results of commercial banks in the past and are expected to continue to do so in the future. In view of changing conditions in the national and international economy and in the money markets, as well as the effect of actions by monetary fiscal authorities, including the Federal Reserve Board, no prediction can be made as to possible future changes in interest rates, deposit levels, loan demand of Middleburg Bank or the business and earnings of the Company.

Federal Reserve System

In 1980, Congress enacted legislation that imposed reserve requirements on all depository institutions that maintain transaction accounts or non-personal time deposits. NOW accounts, money market deposit accounts and other types of accounts that permit payments or transfers to third parties fall within the definition of transaction accounts and are subject to these reserve requirements, as are any non-personal time deposits at an institution. For net transaction accounts in 2010, the first $10.7 million will be exempt from reserve requirements, compared to $9.3 million in 2009. A three percent reserve ratio will be assessed on net transaction accounts over $10.7 million up to and including $44.5 million, compared to $9.3 million up to and including $34.6 million in 2009. A ten percent reserv e ratio will be applied above $44.5 million in 2010, compared to $34.6 million in 2009. These percentages are subject to adjustment by the Federal Reserve Board. Because required reserves must be maintained in the form of vault cash or in a non-interest-bearing account at, or on behalf of, a Federal Reserve Bank, the effect of the reserve requirement is to reduce the amount of the institution’s interest-earning assets.

Transactions with Affiliates

Transactions between banks and their affiliates are governed by Sections 23A and 23B of the Federal Reserve Act. An affiliate of a bank is any bank or entity that controls, is controlled by or is under common control with such bank. Generally, Sections 23A and 23B:

limit the extent to which a bank or its subsidiaries may engage in “covered transactions” with any one affiliate to an amount equal to 10% of such institution’s capital stock and surplus, and maintain an aggregate limit on all such transactions with affiliates to an amount equal to 20% of such capital stock and surplus; and

require that all such transactions be on terms substantially the same, or at least as favorable, to the association or subsidiary as those provided to a non-affiliate.

The term “covered transaction” includes the making of loans, purchase of assets, issuance of a guarantee and similar other types of transactions.

Loans to Insiders

The Federal Reserve Act and related regulations impose specific restrictions on loans to directors, executive officers and principal shareholders of banks. Under Section 22(h) of the Federal Reserve Act, loans to a director, an executive officer and to a principal shareholder of a bank, and some affiliated entities of any of the foregoing, may not exceed, together with all other outstanding loans to such person and affiliated entities, the bank’s loan-to-one borrower limit. Loans in the aggregate to insiders and their related interests as a class may not exceed two times the bank’s unimpaired capital and unimpaired surplus until the bank’s total assets equal or exceed $100,000,000, at which time the aggregate is limited to the bank’s unimpaired capital and unimpaired surplus. Se ction 22(h) also prohibits loans, above amounts prescribed by the appropriate federal banking agency, to directors, executive officers and principal shareholders of a bank or bank holding company, and their respective affiliates, unless such loan is approved in advance by a majority of the board of directors of the bank with any “interested” director not participating in the voting. The FDIC has prescribed the loan amount, which includes all other outstanding loans to such person, as to which such prior board of director approval is required, as being the greater of $25,000 or 5% of capital and surplus (up to $500,000). Section 22(h) requires that loans to directors, executive officers and principal shareholders be made on terms and underwriting standards substantially the same as offered in comparable transactions to other persons.

Community Reinvestment Act

Under the Community Reinvestment Act and related regulations, depository institutions have an affirmative obligation to assist in meeting the credit needs of their market areas, including low and moderate-income areas, consistent with safe and sound banking practice. The Community Reinvestment Act requires the adoption by each institution of a Community Reinvestment Act statement for each of its market areas describing the depository institution’s efforts to assist in its community’s credit needs. Depository institutions are periodically examined for compliance with the Community Reinvestment Act and are periodically assigned ratings in this regard. Banking regulators consider a depository institution’s Community Reinvestment Act rating when reviewing applications to establish new bra nches, undertake new lines of business, and/or acquire part or all of another depository institution. An unsatisfactory rating can significantly delay or even prohibit regulatory approval of a proposed transaction by a bank holding company or its depository institution subsidiaries.

The Gramm-Leach-Bliley Act and federal bank regulators have made various changes to the Community Reinvestment Act. Among other changes, Community Reinvestment Act agreements with private parties must be disclosed and annual reports must be made to a bank’s primary federal regulator. A bank holding company will not be permitted to become a financial holding company and no new activities authorized under the GLBA may be commenced by a holding company or by a bank financial subsidiary if any of its bank subsidiaries received less than a “satisfactory” rating in its latest Community Reinvestment Act examination.

Fair Lending; Consumer Laws

In addition to the Community Reinvestment Act, other federal and state laws regulate various lending and consumer aspects of the banking business. Governmental agencies, including the Department of Housing and Urban Development, the Federal Trade Commission and the Department of Justice, have become concerned that prospective borrowers experience discrimination in their efforts to obtain loans from depository and other lending institutions. These agencies have brought litigation against depository institutions alleging discrimination against borrowers. Many of these suits have been settled, in some cases for material sums, short of a full trial.

These governmental agencies have clarified what they consider to be lending discrimination and have specified various factors that they will use to determine the existence of lending discrimination under the Equal Credit Opportunity Act and the Fair Housing Act, including evidence that a lender discriminated on a prohibited basis, evidence that a lender treated applicants differently based on prohibited factors in the absence of evidence

that the treatment was the result of prejudice or a conscious intention to discriminate, and evidence that a lender applied an otherwise neutral non-discriminatory policy uniformly to all applicants, but the practice had a discriminatory effect, unless the practice could be justified as a business necessity.

Banks and other depository institutions also are subject to numerous consumer-oriented laws and regulations. These laws, which include the Truth in Lending Act, the Truth in Savings Act, the Real Estate Settlement Procedures Act, the Electronic Funds Transfer Act, the Equal Credit Opportunity Act, and the Fair Housing Act, require compliance by depository institutions with various disclosure requirements and requirements regulating the availability of funds after deposit or the making of some loans to customers.

Gramm-Leach-Bliley Act of 1999

The GLBA covers a broad range of issues, including a repeal of most of the restrictions on affiliations among depository institutions, securities firms and insurance companies. The following description summarizes some of its significant provisions.

The GLBA permits unrestricted affiliations between banks and securities firms. It also permits bank holding companies to elect to become financial holding companies. A financial holding company may engage in or acquire companies that engage in a broad range of financial services, including securities activities such as underwriting, dealing, investment, merchant banking, insurance underwriting, sales and brokerage activities. In order to become a financial holding company, a bank holding company and all of its affiliated depository institutions must be well-capitalized, well-managed and have at least a satisfactory Community Reinvestment Act rating.

The GLBA provides that the states continue to have the authority to regulate insurance activities, but prohibits the states in most instances from preventing or significantly interfering with the ability of a bank, directly or through an affiliate, to engage in insurance sales, solicitations or cross-marketing activities. Although the states generally must regulate bank insurance activities in a nondiscriminatory manner, the states may continue to adopt and enforce rules that specifically regulate bank insurance activities in specific areas identified under the law. Under the new law, the federal bank regulatory agencies adopted insurance consumer protection regulations that apply to sales practices, solicitations, advertising and disclosures.

The GLBA adopts a system of functional regulation under which the Federal Reserve Board is designated as the umbrella regulator for financial holding companies, but financial holding company affiliates are principally regulated by functional regulators such as the FDIC for state nonmember bank affiliates, the SEC for securities affiliates, and state insurance regulators for insurance affiliates. It repeals the broad exemption of banks from the definitions of “broker” and “dealer” for purposes of the Exchange Act, as amended. It also identifies a set of specific activities, including traditional bank trust and fiduciary activities, in which a bank may engage without being deemed a “broker,” and a set of activities in which a bank may engage without being deemed a “dealer.& #8221; Additionally, the new law makes conforming changes in the definitions of “broker” and “dealer” for purposes of the Investment Company Act of 1940, as amended, and the Investment Advisers Act of 1940, as amended.

The GLBA contains extensive customer privacy protection provisions. Under these provisions, a financial institution must provide to its customers, both at the inception of the customer relationship and on an annual basis, the institution’s policies and procedures regarding the handling of customers’ nonpublic personal financial information. The law provides that, except for specific limited exceptions, an institution may not provide such personal information to unaffiliated third parties unless the institution discloses to the customer that such information may be so provided and the customer is given the opportunity to opt out of such disclosure. An institution may not disclose to a non-affiliated third party, other than to a consumer reporting agency, customer account numbers or other sim ilar account identifiers for marketing purposes. The GLBA also provides that the states may adopt customer privacy protections that are stricter than those contained in the act.

Bank Secrecy Act

Under the Bank Secrecy Act, a financial institution is required to have systems in place to detect certain transactions, based on the size and nature of the transaction. Financial institutions are generally required to report cash transactions involving more than $10,000 to the United States Treasury. In addition, financial institutions are required to file suspicious activity reports for transactions that involve more than $5,000 and which the financial institution knows, suspects or has reason to suspect, involves illegal funds, is designed to evade the requirements of the BSA or has no lawful purpose. The USA PATRIOT Act of 2001, enacted in response to the September 11, 2001 terrorist attacks, requires bank regulators to consider a financial institution’s compliance with the BSA when reviewing applications from a financial institution. As part of its BSA program, the USA PATRIOT Act also requires a financial institution to follow customer identification procedures when opening accounts for new customers and to review lists of individuals who and entities which are prohibited from opening accounts at financial institutions.

Emergency Economic Stabilization Act of 2008

In response to the financial crises affecting the banking system and financial markets and going concern threats to investment banks and other financial institutions, the Emergency Economic Stabilization Act of 2008 (“ESSA”) was signed into law on October 3, 2008. Pursuant to the EESA, the U.S. Treasury was given the authority to, among other things, purchase up to $700 billion of mortgages, mortgage-backed securities and certain other financial instruments from financial institutions for the purpose of stabilizing and providing liquidity to the U.S. financial markets.

On October 14, 2008, Treasury Secretary Paulson, after consulting with the Federal Reserve and the FDIC, announced that the Department of the Treasury would purchase equity stakes in certain banks and thrifts. Under this program, known as the Capital Purchase Program, the Treasury would make $250 billion of capital available to U.S. financial institutions in the form of preferred stock (from the $700 billion authorized by the EESA). In conjunction with the purchase of preferred stock, the Treasury would receive warrants to purchase common stock with an aggregate market price equal to 15% of the preferred investment. Participating financial institutions would be required to adopt the Treasury’s standards for executive compensation and corporate governance for the period during which the Treasury h olds equity issued under the Capital Purchase Program. On January 30, 2009, the Company opted to participate in the Capital Purchase Program and issued $22 million of preferred stock to the Treasury. As a result, the Company was subject to the executive compensation and corporate governance requirements of Section III of EESA. In December 2009, the Company redeemed the preferred stock in full and, as a result, is no longer subject to these requirements.

Future Regulatory Uncertainty

Because federal regulation of financial institutions changes regularly and is the subject of constant legislative debate, the Company cannot forecast how federal regulation of financial institutions may change in the future and impact its operations. Although Congress in recent years has sought to reduce the regulatory burden on financial institutions with respect to the approval of specific transactions, the Company fully expects that the financial institution industry will remain heavily regulated in the near future and that additional laws or regulations may be adopted further regulating specific banking practices.

Middleburg Trust Company

Middleburg Trust Company operates as a trust subsidiary of Middleburg Investment Group, which is a subsidiary of the Company. It is subject to supervision and regulation by the Virginia State Corporation Commission’s Bureau of Financial Institutions and the Federal Reserve Board.

State and federal regulators have substantial discretion and latitude in the exercise of their supervisory and regulatory authority over Middleburg Trust Company, including the statutory authority to promulgate regulations affecting the conduct of business and the operations of Middleburg Trust Company. They also have

the ability to exercise substantial remedial powers with respect to Middleburg Trust Company in the event that it determines that Middleburg Trust Company is not in compliance with applicable laws, orders or regulations governing its operations, is operating in an unsafe or unsound manner, or is engaging in any irregular practices.

Middleburg Investment Advisors

Middleburg Investment Advisors operates as a subsidiary of Middleburg Trust Company, which is a subsidiary of Middleburg Investment Group, which in turn is a subsidiary of the Company. It is subject to supervision and regulation by the Securities and Exchange Commission under the Investment Advisors Act of 1940. The Investment Advisors Act of 1940 requires registered investment advisers to comply with numerous and pervasive obligations, including, among other things, record-keeping requirements, operational procedures, registration and reporting and disclosure obligations. State regulatory authorities also provide similar oversight and regulation.

ITEM 1A. RISK FACTORS

The Company is subject to various risks, including the risks described below. The Company’s (“We” or “Our”) operations, financial condition and performance and, therefore, the market value of our securities could be materially adversely affected by any of these risks or additional risks not presently known or that we currently deem immaterial.

We may not be able to successfully manage our growth or implement our growth strategies, which may adversely affect our results of operations and financial condition.

A key aspect of our business strategy is our continued growth and expansion. Our ability to continue to grow depends, in part, upon our ability to:

open new financial service centers;

attract deposits to those locations; and

identify attractive loan and investment opportunities.

We may not be able to successfully implement our growth strategy if we are unable to identify attractive markets, locations or opportunities to expand in the future. Our ability to manage our growth successfully also will depend on whether we can maintain capital levels adequate to support our growth, maintain cost controls and asset quality and successfully integrate any new financial service centers into our organization.

As we continue to implement our growth strategy by opening new financial service centers, we expect to incur construction costs and increased personnel, occupancy and other operating expenses. We generally must absorb those higher expenses while we begin to generate new deposits, and there is a further time lag involved in redeploying new deposits into attractively priced loans and other higher yielding earning assets. Thus, our plans to grow could depress our earnings in the short run, even if we efficiently execute this growth.

Our future success is dependent on our ability to compete effectively in the highly competitive banking industry.

Our banking subsidiary faces vigorous competition from banks and other financial institutions, including savings and loan associations, savings banks, finance companies and credit unions for deposits, loans and other financial services in our market area. A number of these banks and other financial institutions are significantly larger than we are and have substantially greater access to capital and other resources, as well as larger lending limits and branch systems, and offer a wider array of banking services. Our non-banking subsidiary faces competition from money managers and investment brokerage firms.

To a limited extent, our banking subsidiary also competes with other providers of financial services, such as money market mutual funds, brokerage firms, consumer finance companies, insurance companies and governmental organizations which may offer more favorable financing than we can. Many of our non-bank competitors are not subject to the same extensive regulations that govern us. As a result, these non-bank competitors have advantages over us in providing certain services. This competition may reduce or limit our margins and our market share and may adversely affect our results of operations and financial condition.

We may incur losses if we are unable to successfully manage interest rate risk.

Our profitability will depend in substantial part upon the spread between the interest rates earned on investments and loans and interest rates paid on deposits and other interest-bearing liabilities. Changes in interest rates will affect our operating performance and financial condition in diverse ways including the pricing of securities, loans and deposits, the volume of loan originations in our mortgage banking business and the value we can recognize on the sale of mortgage and home equity loans in the secondary market. We attempt to minimize our exposure to interest rate risk, but we will be unable to eliminate it. Based on our asset/liability position at December 31, 2009, a rise in interest rates would reduce our net interest income in the short term. Our net interest spread will depen d on many factors that are partly or entirely outside our control, including competition, federal economic, monetary and fiscal policies, and economic conditions generally.

Our concentration in loans secured by real estate may increase our credit losses, which would negatively affect our financial results.

We offer a variety of secured loans, including commercial lines of credit, commercial term loans, real estate, construction, home equity, consumer and other loans. Many of our loans are secured by real estate (both residential and commercial) in our market area. At December 31, 2009, approximately 37.4% and 41.6% of our $644.3 million total loan portfolio were secured by commercial and residential real estate, respectively. A major change in the real estate market, such as deterioration in the value of this collateral, or in the local or national economy, could adversely affect our clients’ ability to pay these loans, which in turn could negatively impact us. While we are in one of the fastest growing real estate markets in the United States, risk of loan defaults and foreclosures are unavoidable in the banking industry, and we try to limit our exposure to this risk by monitoring our extensions of credit carefully. We cannot fully eliminate credit risk, and as a result credit losses may occur in the future.

We may be adversely affected by economic conditions in our market area.

Our banking operations are located primarily in the Virginia counties of Loudoun, Fairfax and Fauquier. Because our lending is concentrated in this market, we will be affected by the general economic conditions in the greater Washington, D.C. metropolitan area. Changes in the economy may influence the growth rate of our loans and deposits, the quality of the loan portfolio and loan and deposit pricing. A significant decline in general economic conditions caused by inflation, recession, unemployment or other factors beyond our control would impact the demand for banking products and services generally, which could negatively affect our financial condition and performance.

A loss of our senior officers could impair our relationship with our customers and adversely affect our business.

Many community banks attract customers based on the personal relationships that the banks’ officers and customers establish with each other and the confidence that the customers have in the officers. We depend on the performance of our senior officers. These officers have many years of experience in the banking industry and have numerous contacts in our market area. The loss of the services of any of our senior officers, or the failure of any of them to perform management functions in the manner anticipated by our board of directors, could have a material adverse effect on our business. Our success will be dependent upon the board’s ability to

attract and retain quality personnel, including these individuals. We do not carry key man life insurance on our senior officers.

Many of the loans in our loan portfolio are too new to show any sign of problems.

Due to the economic growth in our market area and the opening of new financial service centers, a significant portion of our loans have been originated in the past several years. In general, loans do not begin to show signs of credit deterioration or default until they have been outstanding for some period of time, a process known as ‘seasoning.” As a result, a portfolio of older loans will usually behave more predictably than a newer portfolio. Although we believe we have conservative underwriting standards, it is more difficult to assess the future performance of the loan portfolio due to the recent origination of many of the loans. Thus, there can be no assurance that charge-offs in the future periods will not exceed the allowance for loan losses or that additional increases i n the allowance for loan losses will not be required.

If we need additional capital in the future to continue our growth, we may not be able to obtain it on terms that are favorable. This could negatively affect our performance and the value of our common stock.

Our business strategy calls for continued growth. We anticipate that we will be able to support this growth through the generation of additional deposits at new branch locations as well as investment opportunities. However, we may need to raise additional capital in the future to support our continued growth and to maintain our capital levels. Our ability to raise capital through the sale of additional securities will depend primarily upon our financial condition and the condition of financial markets at that time. We may not be able to obtain additional capital in the amounts or on terms satisfactory to us. Our growth may be constrained if we are unable to raise additional capital as needed.

Our profitability and the value of your investment may suffer because of rapid and unpredictable changes in the highly regulated environment in which we operate.

We are subject to extensive supervision by several governmental regulatory agencies at the federal and state levels. Recently enacted, proposed and future banking legislation and regulations have had, and will continue to have, or may have a significant impact on the financial services industry. These regulations, which are intended to protect depositors and not our shareholders, and the interpretation and application of them by federal and state regulators, are beyond our control, may change rapidly and unpredictably and can be expected to influence our earnings and growth. Our success depends on our continued ability to maintain compliance with these regulations. Some of these regulations may increase our costs and thus place other financial institutions that are not subject to similar reg ulation in stronger, more favorable competitive positions.

Revenue from our mortgage lending investment is sensitive to changes in economic conditions, decreased economic activity, a slowdown in the housing market or higher interest rates and may adversely impact our profits.

Maintaining our revenue stream from our mortgage banking subsidiary, Southern Trust Mortgage, is dependent upon its ability to originate loans and sell them to investors. Loan production levels are sensitive to changes in economic conditions and can suffer from decreased economic activity, a slowdown in the housing market or higher interest rates. Generally, any sustained period of decreased economic activity or higher interest rates could adversely affect Southern Trust Mortgage’s mortgage originations and, consequently, reduce its income from mortgage lending activities. As a result, these conditions may ultimately adversely affect our net income.

Banking regulators have broad enforcement power, but regulations are meant to protect depositors, and not investors.

The Company is subject to supervision by several governmental regulatory agencies. Bank regulations, and the interpretation and application of them by regulators, are beyond our control, may change rapidly and unpredictably and can be expected to influence earnings and growth. In addition, these regulations may limit the Company’s growth and the return to investors by restricting activities such as the payment of dividends, mergers with, or acquisitions by, other institutions, investments, loans and interest rates, interest rates paid on depositors and the creation of financial service centers. Information on the regulations that impact the Company are included in Item 1., “Business – Supervision and Regulation,” above. Although these regulations impose costs on the Company, they are intended to protect depositors, and should not be assumed to protect the interest of shareholders. The regulations to which we are subject may not always be in the best interest of investors.

Trading in our common stock has been sporadic and volume has been light. As a result, shareholders may not be able to quickly and easily sell their common stock.

Although our common stock trades on the Nasdaq Capital Market and a number of brokers offer to make a market in common stock on a regular basis, trading volume to date has been limited and there can be no assurance that an active and liquid market for the common stock will develop.

Our directors and officers have significant voting power.

Our directors and officers beneficially own 11.73% of our common stock and may purchase additional shares of our common stock by exercising vested stock options. By voting against a proposal submitted to shareholders, the directors and officers may be able to make approval more difficult for proposals requiring the vote of shareholders such as mergers, share exchanges, asset sales and amendment to the Company’s articles of incorporation.

An inadequate allowance for loan losses would reduce our earnings.

Our earnings are significantly affected by our ability to properly originate, underwrite and service loans. We maintain an allowance for loan losses based upon many factors, including the following:

actual loan loss history;

volume, growth, and composition of the loan portfolio;

the amount of non-performing loans and the value of their related collateral;

the effect of changes in the local real estate market on collateral values;

the effect of current economic conditions on a borrower’s ability to pay; and

other factors deemed relevant by management.

These determinations are based upon estimates that are inherently subjective, and their accuracy depends on the outcome of future events; therefore, realized losses may differ from current estimates. Changes in economic, operating, and other conditions, including changes in interest rates, which are generally beyond our control, could increase actual loan losses significantly. As a result, actual losses could exceed our current allowance estimate. We cannot provide assurance that our allowance for loan losses is sufficient to cover actual loan losses should such losses differ significantly from the current estimates.

In addition, there can be no assurance that our methodology for assessing our asset quality will succeed in properly identifying impaired loans or calculating an appropriate loan loss allowance. We could sustain losses if we incorrectly assess the creditworthiness of our borrowers or fail to detect or respond to deterioration in asset quality in a timely manner. If our assumptions and judgments prove to be incorrect and the allowance for loan losses is inadequate to absorb losses, or if bank regulatory authorities require us to increase the

allowance for loan losses as a part of their examination process, our earnings and capital could be significantly and adversely affected.

Difficult market conditions have adversely affected our industry.

Dramatic declines in the housing market, with falling home prices and increasing foreclosures, unemployment and under-employment, have negatively impacted the credit performance of real estate related loans and resulted in significant write-downs of asset values by financial institutions. These write-downs, initially of asset-backed securities but spreading to other securities and loans, have caused many financial institutions to seek additional capital, to reduce or eliminate dividends, to merge with larger and stronger institutions and, in some cases, to fail. Reflecting concern about the stability of the financial markets generally and the strength of counterparties, many lenders and institutional investors have reduced or ceased providing funding to borrowers, including to other financial institutions. & #160;This market turmoil and tightening of credit have led to an increased level of commercial and consumer delinquencies, lack of consumer confidence, increased market volatility and widespread reduction of business activity generally. The resulting economic pressure on consumers and lack of confidence in the financial markets has adversely affected our business and results of operations. Market developments may affect consumer confidence levels and may cause adverse changes in payment patterns, causing increases in delinquencies and default rates, which may impact our charge-offs and provision for credit losses. A worsening of these conditions would likely exacerbate the adverse effects of these difficult market conditions on us and others in the financial institutions industry.

Current levels of market volatility are unprecedented.

The capital and credit markets have been experiencing volatility and disruption for more than 12 months. Recently, the volatility and disruption has reached unprecedented levels. In some cases, the markets have produced downward pressure on stock prices and credit availability for certain issuers without regard to those issuers’ underlying financial strength. If current levels of market disruption and volatility continue or worsen, there can be no assurance that we will not experience an adverse effect, which may be material, on our ability to access capital and on our business, financial condition and results of operations.

The soundness of other financial institutions could adversely affect us.

Our ability to engage in routine funding transactions could be adversely affected by the actions and commercial soundness of other financial institutions. Financial services institutions are interrelated as a result of trading, clearing, counterparty or other relationships. We have exposure to many different industries and counterparties, and we routinely execute transactions with counterparties in the financial industry. As a result, defaults by, or even rumors or questions about, one or more financial services institutions, or the financial services industry generally, have led to market-wide liquidity problems and could lead to losses or defaults by us or by other institutions. Many of these transactions expose us to credit risk in the event of default of our counterparty or client. In addition, our credit risk may be exacerbated when the collateral held by us cannot be realized upon or is liquidated at prices not sufficient to recover the full amount of the financial instrument exposure due us. There is no assurance that any such losses would not materially and adversely affect our results of operations.

Regulation of the financial services industry is undergoing major changes, and future legislation could increase our cost of doing business or harm our competitive position.

In 2009, many emergency government programs enacted in 2008 in response to the financial crisis and the recession slowed or wound down, and global regulatory and legislative focus has generally moved to a second phase of broader reform and a restructuring of financial institution regulation. Legislators and regulators in the United States are currently considering a wide range of proposals that, if enacted, could result in major changes to the way banking operations are regulated. Some of these major changes may take effect as early as 2010, and could materially impact the profitability of our business, the value of assets we hold or the collateral

available for our loans, require changes to business practices or force us to discontinue businesses and expose us to additional costs, taxes, liabilities, enforcement actions and reputational risk.

Certain reform proposals under consideration could result in our becoming subject to stricter capital requirements and leverage limits, and could also affect the scope, coverage, or calculation of capital, all of which could require us to reduce business levels or to raise capital, including in ways that may adversely impact our shareholders or creditors. In addition, we anticipate the enactment of certain reform proposals under consideration that would introduce stricter substantive standards, oversight and enforcement of rules governing consumer financial products and services, with particular emphasis on retail extensions of credit and other consumer-directed financial products or services. We cannot predict whether new legislation will b e enacted and, if enacted, the effect that it, or any regulations, would have on our business, financial condition, or results of operations.

Our ability to pay dividends is limited and we may be unable to pay future dividends.

Our ability to pay dividends is limited by regulatory restrictions and the need to maintain sufficient capital in the Company and in our subsidiaries. The ability of our bank subsidiary to pay dividends to us is limited by the bank’s obligations to maintain sufficient capital, earnings and liquidity and by other general restrictions on their dividends under federal and state bank regulatory requirements. In July 2009, we announced that we had cut the regular quarterly dividend to $0.10 per share, from $0.19 per share, in light of continued weak economic conditions. We cannot be certain as to when, if ever, the dividend may be increased, nor can we be certain that further reductions of the dividend will not be made.

In addition, as a bank holding company, our ability to declare and pay dividends is subject to the guidelines of the Board of Governors of the Federal Reserve System, or the Federal Reserve, regarding capital adequacy and dividends. The Federal Reserve guidelines generally require us to review the effects of the cash payment of dividends on common stock and other Tier 1 capital instruments (i.e., perpetual preferred stock and trust preferred debt) on our financial condition. These guidelines also require that we review our net income for the current and past four quarters, and the level of dividends on common stock and other Tier 1 capital instruments for those periods, as well as our projected rate of earnings retention.

Under the Federal Reserve’s policy, the board of directors of a bank holding company should also consider different factors to ensure that its dividend level is prudent relative to the organization’s financial position and is not based on overly optimistic earnings scenarios such as any potential events that may occur before the payment date that could affect its ability to pay while still maintaining a strong financial position. As a general matter, the Federal Reserve has indicated that the board of directors of a bank holding company should consult with the Federal Reserve and eliminate, defer, or significantly reduce the bank holding company’s dividends if: (i) its net income available to shareholders for the past four quarters, net of dividends previously paid during that period, is not sufficient to fully fund the dividends; (ii) its prospective rate of earnings retention is not consistent with the its capital needs and overall current and prospective financial condition; or (iii) it will not meet, or is in danger of not meeting, its minimum regulatory capital adequacy ratios. If we do not satisfy these regulatory requirements or the Federal Reserve’s policies, we will be unable to pay dividends on our common stock.

Further, we cannot pay any dividends on the common stock, or acquire any shares of common stock, if any distributions on our trust preferred securities are in arrears.

A substantial decline in the value of our Federal Home Loan Bank of Atlanta common stock may result in an other than temporary impairment charge.

We are a member of the Federal Home Loan Bank of Atlanta, or FHLB, which enables us to borrow funds under the Federal Home Loan Bank advance program. As a FHLB member, we are required to own FHLB common stock, the amount of which increases with the level of our FHLB borrowings. The carrying value of our FHLB common stock was $5.1 million as of December 31, 2009. The FHLB has suspended daily

repurchases of FHLB common stock, which adversely affects the liquidity of these shares. Consequently, there is a risk that our investment could be deemed other-than-temporarily impaired at some time in the future.

Increases in FDIC insurance premiums may cause our earnings to decrease.

The limit on FDIC coverage has been temporarily increased to $250,000 for all accounts through December 31, 2013. In addition, the costs association with bank resolutions or failures have substantially depleted the Deposit Insurance Fund. As a result, the FDIC has been implementing and considering different methodologies by which it may increase premium amounts. The FDIC almost doubled its assessment rate on well-capitalized institutions by raising the assessment rate 7 basis points at the beginning of 2009. In May 2009, the FDIC issued a final rule regarding a special assessment of 5 basis points on an institution’s total assets minus its Tier 1 capital as of June 30, 2009. The FDIC adopted another final rule effective April 1, 2009, to change the way that the FDI C’s assessment system differentiates for risk, make corresponding changes to assessment rates beginning with the second quarter of 2009, as well as other changes to the deposit insurance assessment rules. In November 2009, the FDIC voted to require insured depository institutions to prepay slightly over three years of estimated insurance assessments. Additionally, the FDIC has proposed using executive compensation as a factor in assessing the premiums paid by insured depository institutions to the Deposit Insurance Fund. These actions could significantly increase our noninterest expense for the foreseeable future.

Revenue from our mortgage lending investment is sensitive to changes in economic conditions, decreased economic activity, a slowdown in the housing market, higher interest rates or new legislation and may adversely impact our profits.

Our mortgage banking subsidiary, Southern Trust Mortgage, has provided a significant portion of our consolidated business and maintaining our revenue stream in this segment is dependent upon our ability to originate loans and sell them to investors. For the fiscal year ended December 31, 2009, Southern Trust Mortgage produced net income of approximately $2.1 million attributable to Middleburg. Loan production levels are sensitive to changes in economic conditions and can suffer from decreased economic activity, a slowdown in the housing market or higher interest rates. Generally, any sustained period of decreased economic activity or higher interest rates could adversely affect Southern Trust Mortgage’s mortgage originations and, consequently, reduce its income from mortgage lending activities. In addition, new legislation, incl uding proposed legislation that would require Southern Trust Mortgage to retain five percent of the credit risk of securitized exposures, could adversely affect its operations.

We could also experience a reduction in the carrying value of our equity investment in Southern Trust Mortgage if Southern Trust Mortgage operations are negatively impacted. The carrying value for Southern Trust Mortgage at December 31, 2009 was approximately $6.4 million. A reduction in our carrying value could negatively impact our net income through an impairment expense.

Deteriorating economic conditions may also cause home buyers to default on their mortgages. In certain of these cases where Southern Trust Mortgage has originated loans and sold them to investors, it may be required to repurchase loans or provide a financial settlement to investors if it is proven that the borrower failed to provide full and accurate information on or related to their loan application or for which appraisals have not been acceptable or when the loan was not underwritten in accordance with the loan program specified by the loan investor. Such repurchases or settlements would also adversely affect our net income.

ITEM 1B.

UNRESOLVED STAFF COMMENTS

None.

ITEM 2.

PROPERTIES

The Company has adopted a business model whereby all of its financial services will be available at each branch, known as a financial service center location. The financial service centers are larger than most traditional retail branches in order to allow commercial, retail, wealth management and mortgage personnel and services to be readily available to serve clients.

The headquarters building of the Company and Middleburg Bank, which also serves as a financial service center, was completed in 1981 and is a two-story building of brick construction, with approximately 18,000 square feet of floor space, located at 111 West Washington Street, Middleburg, Virginia 20117. The office operates nine teller windows, including three drive-up facilities and one stand-alone automatic teller machine. Middleburg Bank owns the headquarters building.

The Purcellville facility was purchased in 1994. Renovations to double the size of the facility for the conversion into a financial service center were completed during 2005. The new facility is a one-story building of brick construction with a basement. The facility has approximately 6,400 square feet of floor space and is located at 431 East Main Street, Purcellville, Virginia 20132. The office operates five teller windows, a client service desk, two drive-up facilities and one drive-up automatic teller machine. Middleburg Bank owns this building.

The Catoctin Circle, Leesburg facility was completed in 1997 and is a two-story building of brick construction, with approximately 6,000 square feet of floor space, located at 102 Catoctin Circle, S.E., Leesburg, Virginia 20175. The office operates five teller windows, including three drive-up facilities and one drive-up automatic teller machine. Middleburg Bank also owns this building.

The Fort Evans Road, Leesburg facility was relocated in July 2008 to 538 Fort Evans Road, NE, Leesburg, Virginia 20176 and is commonly referred to by the Company as “Fort Evans II.” The facility is a one-story building of brick construction with approximately 4,000 square feet of floor space. Fort Evans II is a financial service center with three drive-up facilities and a drive-up automated teller machine. Middleburg Bank owns the building, but leases the land upon which it resides. The initial term of the lease is 25 years, expiring July 31, 2033, with two five-year renewal options. The annual lease expense associated with this location is $300,000. Middleburg Bank retains ownership of the former Fort Evans Road, Leesburg facility with the intention of sell ing this property. This facility was not active at December 31, 2009.

The Leesburg limited service facility, located at 200 North King Street, was leased beginning April 1999. The leased space consists of 200 square feet with one teller window and a stand-alone automated teller machine. Transactions in this location are limited to paying and receiving teller functions. The initial term of this lease was five years, with two additional renewal periods of five years each. The lease is in the second renewal period and will expire March 31, 2013. The annual lease expense associated with this location is $5,400.

The Ashburn facility was relocated to 43325 Junction Plaza, Ashburn, Virginia 20147 in January 2008 and is a one-story building of brick construction with approximately 4,000 square feet of floor space. The office is a financial service center with three drive-up facilities and a drive-up automated teller machine. Middleburg Bank owns this building, but leases the land upon which it resides. The initial term of the lease is 25 years, expiring October 5, 2032, with two five-year renewal options. The annual lease expense associated with this location is $325,000. Middleburg Bank is considering sub-leasing the original Ashburn office location at 20955 Professional Plaza, Suite 100, Ashburn, Virginia 20147. The initial term of this lease is 15 years, expiring May 31, 2014, with two five-year renewal options. The annual lease expense associated with this location is $90,000.

The Reston facility opened in November 2004 and consists of a one-story building of brick construction with approximately 3,500 square feet of floor space, located at 1779 Fountain Drive, Reston, Virginia, 20190. The office is a financial service center with three double-stack drive-up facilities and a drive-up automated teller machine. Middleburg Bank owns this building but leases the land upon which it resides. The initial term of the

lease is 15 years, expiring October 31, 2019, with two five-year renewal options. The annual lease expense associated with this location is $220,000.

The Warrenton facility opened in October 2005 and consists of a one-story building of brick construction with approximately 3,500 square feet of floor space, located at 530 Blackwell Road, Warrenton, Virginia, 20186. The office is a financial service center with a non-visible teller line, a client service desk, a remote teller station with four tellers, two drive-up lanes and a drive-up automated teller machine. Middleburg Bank leases this office. The initial term of the lease is 20 years, expiring February 28, 2025, with four five-year renewal options. The annual lease expense associated with this location is $141,000.

The Leesburg Operations Center building was completed June 2002. The building is Class A office space and is home to the deposit operations, loan operations, credit administration, mortgage banking and data processing departments of Middleburg Bank and the information technology, human resources, training, and marketing departments of the Company. This building is a two story building with 18,000 square feet of floor space, located at 106 Catoctin Circle, SE, Leesburg, Virginia 20175. Middleburg Bank owns this building.

Middleburg Trust Company leases its main office at 821 East Main Street in Richmond, Virginia. The lease is for a term of 15 years and will expire November 30, 2015, with no renewal options. The annual lease expense associated with this location is $203,000.

Middleburg Trust Company opened an office at 5372 Discovery Park Boulevard, Williamsburg, Virginia 23188 in February 2008. The office is approximately 2,250 square feet. The lease is for a term of five years, expiring January 14, 2012, with a five-year renewal option. The annual lease expense associated with this location is $63,000.

Middleburg Investment Advisors leases its main office at 1901 North Beauregard Avenue, Alexandria, Virginia, 22311. The lease, which was entered into in May 2008, is for a term of 8 years, with no renewal options. The space includes approximately 3,500 square feet of office space and 900 square feet of storage. The annual lease expense associated with this location is $121,000.

The Marshall limited service facility, located at 8383 West Main Street, was leased beginning December 1, 2006. The leased space consists of 328 square feet. Transactions in this location are limited to paying and receiving teller functions. The initial term of this lease is three years, with two additional renewal periods of one year each. The lease is in its initial term and will expire November 30, 2011. The annual lease expense associated with this location is $12,000.

Southern Trust Mortgage, LLC leases its main office location at 4433 Corporation Lane, Virginia Beach, Virginia as well as eleven other service locations in Virginia, Maryland, and South Carolina with long-term leases. Lease expiration dates for these office locations range from April, 2010 to August, 2018 with annual lease expenses ranging from $9,000 for the Summerville, SC location to $336,000 for the main office location in Virginia Beach, Virginia. Southern Trust Mortgage also leases additional facilities on a month-to-month basis. Total rental and lease expense for Southern Trust Mortgage was $902,548 and $1,113,476 for the years ended December 31, 2009 and 2008 respectively. Rental and lease expenses for Sothern Trust Mortgage are included in the Company’s financial statements f or the years ended December 31, 2009 and 2008.

All of the Company’s properties are well maintained, are in good operating condition and are adequate for the Company’s present and anticipated future needs.

ITEM 3.

LEGAL PROCEEDINGS

There are no material pending legal proceedings to which the Company is a party or of which the property of the Company is subject.

ITEM 4.

RESERVED

PART II

ITEM 5.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Shares of the Company’s Common Stock trade on the Nasdaq Capital Market under the symbol “MBRG.” The high and low sale prices per share for the Company’s Common Stock for each quarter of 2008 and 2009, and the amount of cash dividends per share in each quarter, are set forth in the table below.

Market Price and Dividends

	Sales Price ($)		Dividends ($)
	High	Low
2008: 1st quarter 2nd quarter 3rd quarter 4th quarter	25.93 24.97 20.00 17.50	19.25 19.00 16.25 13.25	0.19 0.19 0.19 0.00
2009: 1st quarter 2nd quarter 3rd quarter 4th quarter	14.91 15.70 14.19 13.10	10.25 11.25 10.68 11.65	0.19 0.19 0.10 0.10

As of March 5, 2010, the Company had approximately 491 shareholders of record and at least 2,231 additional beneficial owners of shares of Common Stock.

The Company historically has paid cash dividends on a quarterly basis. In the fourth quarter of 2008, the Company changed its policy for declaring dividends from declaring them prior to the end of a quarter to declaring them after the quarter has ended. The final determination of the timing, amount and payment of dividends on the Common Stock is at the discretion of the Company’s Board of Directors and will depend upon the earnings of the Company and its subsidiaries, principally Middleburg Bank, the financial condition of the Company and other factors, including general economic conditions and applicable governmental regulations and policies as discussed in Item 1., “Business – Supervision and Regulation – Payment of Dividends,” above.

The Company did not repurchase any shares of Common Stock during the fourth quarter of 2009. On June 16, 1999, the Company adopted a repurchase plan, which authorized management to purchase up to $5 million of the Company’s common stock from time to time. Subsequently, the plan was amended to authorize management to purchase up to 100,000 shares and to eliminate the $5 million limit. As of March 16, 2010, the Company has 24,084 shares eligible for repurchase under the plan.

The following graph compares the cumulative total return to the shareholders of the Company for the last five fiscal years with the total return on the NASDAQ Composite Index and the SNL $500M-$1B Bank Index as reported by SNL Financial LC, assuming an investment of $100 in shares of Common Stock on December 31, 2004 and the reinvestment of dividends.

		Period Ending
Index	12/31/04	12/31/05	12/31/06	12/31/07	12/31/08	12/31/09
Middleburg Financial Corporation	100.00	84.41	103.82	61.47	43.30	37.57
NASDAQ Composite	100.00	101.37	111.03	121.92	72.49	104.31
SNL Bank $500M-$1B	100.00	104.29	118.61	95.04	60.90	58.00

ITEM 6. SELECTED FINANCIAL DATA

The following consolidated summary sets forth the Company’s selected financial data for the periods and at the dates indicated. The selected financial data have been derived from the Company’s audited financial statements for each of the five years that ended December 31, 2009, 2008, 2007, 2006 and 2005.

	Years Ended December 31,
	2009			2008			2007			2006			2005
	(In thousands, except ratios and per share data)
Balance Sheet Data:
Assets (1)	$	976,374		$	985,191		$	841,400		$	772,305		$	739,911
Loans, net (2)		680,104			702,651			638,692			564,750			520,511
Securities		178,924			181,312			129,142			135,435			149,591
Deposits		805,648			744,782			588,769			570,599			551,432
Shareholders’ equity		100,312			75,677			77,904			77,898			53,476
Average shares outstanding, basic		5,629			4,528			4,506			4,132			3,803
Average shares outstanding, diluted		5,630			4,554			4,578			4,223			3,906

Income Statement Data:
Interest income	$	56,746		$	55,922		$	49,628		$	45,398		$	36,212
Interest expense		19,082			22,719			22,441			18,487			11,596
Net interest income		37,664			33,203			27,187			26,911			24,616
Provision for loan losses		4,551			5,261			1,786			499			1,744
Net interest income after
provision for loan losses		33,113			27,942			25,401			26,412			22,872
Non-interest income		19,914			17,817			7,832			8,420			8,945
Securities gains (losses)		998			(913	)		(130	)		(305	)		76
Non-interest expense		48,862			42,599			29,455			23,210			21,920
Income before income taxes and non-controlling interest in consolidated
subsidiary (3)		5,163			2,247			3,648			11,317			9,973
Income taxes		64			444			584			3,299			2,799
Non-controlling interest in consolidated subsidiary		(1,577	)		757			--			--			--
Net income		3,522			2,560			3,064			8,018			7,174

Per Share Data:
Net income, basic	$	0.37		$	0.57		$	0.68		$	1.94		$	1.89
Net income, diluted		0.37			0.56			0.67			1.90			1.84
Cash dividends		0.58			0.57			0.76			0.76			0.76
Book value at period end		14.52			16.69			17.21			17.29			14.05
Tangible book value at period end		13.57			15.20			16.06			16.06			12.50

Asset Quality Ratios:
Non-performing loans to total portfolio loans		1.80	%		1.19	%		1.03	%		0.00	%		0.02	%
Non-performing loans to total assets		1.19			0.81			0.79			0.00			0.00
Net charge-offs (recoveries) to average loans		0.76			0.51			0.04			0.01			0.00
Allowance for loan losses to loans
outstanding at end of period (2)		1.33			1.41			1.10			0.98			0.98

Selected Ratios:
Return on average assets		0.35	%		0.28	%		0.38	%		1.05	%		1.05	%
Return on average equity		3.21			3.37			3.83			12.25			13.65
Dividend payout		145.00			100.79			111.76			39.41			40.21
Efficiency ratio (4)		82.63			80.53			81.25			63.85			63.32
Net interest margin (5)		4.17			4.02			3.80			3.97			4.11
Equity to assets		10.59			7.68			9.26			10.09			7.23
Tier 1 risk-based capital		13.86			10.25			11.55			12.79			11.10
Total risk-based capital		15.06			11.50			12.59			13.70			12.00
Leverage		10.40			8.40			9.44			10.26			8.70

(1)	Amounts have been adjusted to reflect the application of Accounting Standards Codification (“ASC”) Topic 810. The common equity portion of the Trust Preferred entities has been deconsolidated and is included in Assets for all years reported.
(2)	Includes mortgages held for sale
(3)	Consolidated Southern Trust Mortgage, LLC in 2009 and 2008 based on the Company’s 57.1% ownership at year end.
(4)	The efficiency ratio is a key performance indicator in the Company’s industry. The Company monitors this ratio in tandem with other key indicators for signals of potential trends that should be considered when making decisions regarding strategies related to such areas as asset liability management, business line development, and growth and expansion planning. The ratio is computed by dividing non-interest expense by the sum of net interest income on a tax equivalent basis and non-interest income, net of any securities gains or losses. It is a measure of the relationship between operating expenses to earnings. Net interest income on a tax equivalent basis for the years ended December 31, 2009, 2008, 2007, 2006, and 2005 were $39,180,000, $34,463,000, $28,378,000, $27,705,000, and $25,435,000. See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operation – Critical Accounting Policies,” below for additional information.
(5)	Net interest margin is calculated by dividing tax equivalent net interest income by total average earning assets.

ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion provides information about the major components of the results of operations and financial condition, liquidity, and capital resources of the Company. This discussion and analysis should be read in conjunction with the Company’s Consolidated Financial Statements and Notes to Consolidated Financial Statements. It should also be read in conjunction with the “Caution About Forward Looking Statements” section at the end of this discussion.

Overview

The Company is headquartered in Middleburg, Virginia and conducts its primary operations through two wholly owned subsidiaries, Middleburg Bank and Middleburg Investment Group, Inc and a majority owned subsidiary, Southern Trust Mortgage, LLC. Middleburg Bank is a community bank serving the Virginia counties of Loudoun, Fairfax and Fauquier with seven financial service centers and two limited service facilities. Middleburg Investment Group is a non-bank holding company with one wholly owned subsidiary, Middleburg Trust Company, which in turn wholly owns Middleburg Investment Advisors, Inc. Middleburg Trust Company is a trust company headquartered in Richmond, Virginia, and maintains offices in Williamsburg, Virginia and in several of Middleb urg Bank’s facilities. Middleburg Investment Advisors is a registered investment advisor headquartered in Alexandria, Virginia serving clients in 24 states. Southern Trust Mortgage is a regional mortgage company headquartered in Virginia Beach, Virginia and maintains offices in Virginia, Maryland, Georgia, North Carolina and South Carolina. During 2010, we will open a new Financial Service Center in Gainesville and open a Middleburg Bank office in Williamsburg, adding to our Trust and Investment services in that community. Both of these communities allow us to offer our suite of financial services to new individuals, families and businesses.

The Company generates a significant amount of its income from the net interest income earned by Middleburg Bank. Net interest income is the difference between interest income and interest expense. Interest income depends on the amount of interest-earning assets outstanding during the period and the interest rates earned thereon. Middleburg Bank’s cost of money is a function of the average amount of deposits and borrowed money outstanding during the period and the interest rates paid thereon. The quality of the assets further influences the amount of interest income lost on non-accrual loans and the amount of additions to the allowance for loan losses or potential other-than-temporary impairment of securities Middleburg Investment Group’s subsidiaries, Middleburg Trust Company and Middleburg Investment Advisors, generate fee income by providing investment management and trust services to its clients. Investment management and trust fees are generally based upon the value of assets under management, and, therefore can be significantly affected by fluctuations in the values of securities caused by changes in the capital markets. Southern Trust Mortgage generates fees from the origination and sale of mortgages loans. Southern Trust Mortgage also maintains a real estate construction portfolio and receives interest and fee income from these loans, which, net of interest expense, is included in net interest income.

At December 31, 2009, total assets were $976.4 million, a decrease of 0.9% from $985.2 million. Total loans, including mortgages held for sale decreased $23.4 million from $712.7 million at December 31, 2008 to $689.3

million at December 31, 2009. Total deposits increased $60.8 million from $744.8 million at December 31, 2008 to $805.6 million at December 31, 2009. Lower cost deposits, including demand checking, interest checking and savings increased $85.7 million or 20.5% from the year ended December 31, 2008 to $504.2 million for the year ended December 31, 2009. Higher cost time deposits, excluding brokered certificates of deposit, increased 5.4% or $12.1 million from the year ended December 31, 2008 to $238.9 million for the year ended December 31, 2009. The shift in the mix of deposits as well as lower interest rates paid on deposits during 2009 contributed to the 57 basis point decrease in the overall cost of deposits from 2008 to 2009. The net interest margin, a non-GAAP measure more fully described in the “Results of Operations” section below, increased from 4.02% for the year ended December 31, 2008 to 4.17% for the year ended December 31, 2009. The increase is attributed to the 71 basis point decrease in yield of total interest bearing liabilities as compared to the 47 basis point decrease, on a tax equivalent basis, in yield of total interest bearing assets. The provision for loan losses decreased $710,000 for the year ended December 31, 2009 to $4.5 million compared to $5.3 million for the same period in 2008. The Company recognized other-than-temporary impairment on trust preferred securities of $1.1 million for the year ended December 31, 2009 compared to $1.6 million for the same period in 2008. Total non-interest income increased $4.0 million for the year ended December 31, 2009, compared to same period in 2008. The increase is largely due to gains on the sale of loans by the Company’s mortgage banking subsidiary , Southern Trust Mortgage. Non-interest expense in 2009 increased $6.26 million, up 14.7% from 2008, driven primarily by commissions related to the increased production at Southern Trust Mortgage, increased FDIC insurance expense and increased legal and OREO expenses.

Total non-interest expenses for the year ended December 31, 2009 includes the consolidated expenses of Southern Trust Mortgage, while the same period in 2007 include a one-time impairment charge of $5.0 million. Although, the Company is focused on keeping growth in non-interest expense low in the future, because of the Company’s plans to engage in growth and expansion, it is expected that non-interest expense will continue to grow in the future at a rate similar to previous years, excluding the impairment charge of 2007. The Company remains well capitalized with risk-adjusted core capital and total capital ratios well above the regulatory minimums.

With the creation of Middleburg Investment Group, the Company has expanded the integration of Middleburg Trust Company, Middleburg Investment Advisors and Middleburg Bank’s investment services department into a more focused wealth management program for all of the Company’s clients. The Company intends to make each of its wealth management services available within all of its financial service centers. Also, through the affiliation with Southern Trust Mortgage, Middleburg Bank plans to continue to increase its loan portfolio by purchasing high credit quality, low loan to value first deeds of trusts on residential property. Middleburg Bank plans to continue its focus on low cost deposit growth with advertising campaigns and product development.

The Company is not aware of any current recommendations by any regulatory authorities that, if they were implemented, would have a material effect on the registrant’s liquidity, capital resources or results of operations.

Critical Accounting Policies

General

The financial condition and results of operations presented in the Consolidated Financial Statements, the accompanying Notes to the Consolidated Financial Statements and this section are, to some degree, dependent upon the accounting policies of the Company. The selection and application of these accounting policies involve judgments, estimates, and uncertainties that are susceptible to change.

Presented below is discussion of those accounting policies that management believes are the most important (“Critical Accounting Policies”) to the portrayal and understanding of Middleburg Bank’s financial condition and results of operations. The Critical Accounting Policies require management’s most difficult,

subjective and complex judgments about matters that are inherently uncertain. In the event that different assumptions or conditions were to prevail, and depending upon the severity of such changes, the possibility of materially different financial condition or results of operations is a reasonable likelihood.

Allowance for Loan Losses

Middleburg Bank monitors and maintains an allowance for loan losses to absorb an estimate of probable losses inherent in the loan portfolio. Middleburg Bank maintains policies and procedures that address the systems of controls over the following areas of maintenance of the allowance: the systematic methodology used to determine the appropriate level of the allowance to provide assurance they are maintained in accordance with accounting principles generally accepted in the United States of America; the accounting policies for loan charge-offs and recoveries; the assessment and measurement of impairment in the loan portfolio; and the loan grading system.

Middleburg Bank evaluates various loans individually for impairment as required by applicable accounting guidance. Loans evaluated individually for impairment include non-performing loans, such as loans on non-accrual, loans past due by 90 days or more, restructured loans and other loans selected by management. The evaluations are based upon discounted expected cash flows or collateral valuations. If the evaluation shows that a loan is individually impaired, then a specific reserve is established for the amount of impairment. If a loan evaluated individually is not impaired, then the loan is assessed for impairment with a group of loans that have similar characteristics.

For loans without individual measures of impairment, Middleburg Bank makes estimates of losses for groups of loans as required by applicable accounting standards Loans are grouped by similar characteristics, including the type of loan, the assigned loan grade and the general collateral type. A loss rate reflecting the expected loss inherent in a group of loans is derived based upon estimates of default rates for a given loan grade, the predominant collateral type for the group and the terms of the loan. The resulting estimate of losses for groups of loans are adjusted for relevant environmental factors and other conditions of the portfolio of loans, including: borrower and industry concentrations; levels and trends in delinquencies, charge-offs and recoveries; changes in underwriti ng standards and risk selection; level of experience, ability and depth of lending management; and national and local economic conditions.

The amount of estimated impairment for individually evaluated loans and groups of loans is added together for a total estimate of loans losses. This estimate of losses is compared to the allowance for loan losses of Middleburg Bank as of the evaluation date and, if the estimate of losses is greater than the allowance, an additional provision to the allowance would be made. If the estimate of losses is less than the allowance, the degree to which the allowance exceeds the estimate is evaluated to determine whether the allowance falls outside a range of estimates. If the estimate of losses is below the range of reasonable estimates, the allowance would be reduced by way of a credit to the provision for loan losses. Middleburg Bank recognizes the inherent imprecision in estimates of losses due to various uncertainties and variability related to the factors used, and therefore a reasonable range around the estimate of losses is derived and used to ascertain whether the allowance is too high. If different assumptions or conditions were to prevail and it is determined that the allowance is not adequate to absorb the new estimate of probable losses, an additional provision for loan losses would be made, which amount may be material to the Consolidated Financial Statements.

Intangibles and Goodwill

The Company has approximately $6.5 million in intangible assets and goodwill at December 31, 2009, a decrease of $213,000 since December 31, 2008 which was attributable to regular amortization of intangible assets. On April 1, 2002, the Company acquired Middleburg Investment Advisors, a registered investment advisor, for $6.0 million. Approximately $5.9 million of the purchase price was allocated to intangible assets and goodwill. In connection with this investment, a purchase price valuation was completed to determine the appropriate

allocation to identified intangibles. The valuation concluded that approximately 42% of the purchase price was related to the acquisition of customer relationships with an amortizable life of 15 years. Another 19% of the purchase price was allocated to a non-compete agreement with an amortizable life of 7 years. The remainder of the purchase price has been allocated to goodwill. Approximately $1.0 million of the $6.5 million in intangible assets and goodwill at December 31, 2009 is attributable to the Company’s investment in Middleburg Trust Company. With the consolidation of Southern Trust Mortgage, the Company recognized $1.9 million in goodwill as part of its equity investment.

The purchase price allocation process requires management estimates and judgment as to expectations for the life span of various customer relationships as well as the value that key members of management add to the success of the Company. For example, customer attrition rates were determined based upon assumptions that the past five years may predict the future. If the actual attrition rates, among other assumptions, differed from the estimates and judgments used in the purchase price allocation, the amounts recorded in the Consolidated Financial Statements could result in a possible impairment of the intangible assets and goodwill or require acceleration in the amortization expense.

In addition, accounting standards require that goodwill be tested annually using a two-step process. The first step is to identify a potential impairment. The second step measures the amount of the impairment loss, if any. Processes and procedures have been identified for the two-step process.

When the Company completes its ongoing review of the recoverability of intangible assets and goodwill, factors that are considered important to determining whether impairment might exist include loss of customers acquired or significant withdrawals of the assets currently under management and/or early retirement or termination of key members of management. Any changes in the key management estimates or judgments could result in an impairment charge, and such a charge could have an adverse effect on the Company’s financial condition and results of operations.

Tax-Equivalent Interest Income

Tax-equivalent interest income is gross interest income adjusted for the non-taxable interest income earned on loans, municipal securities and corporate securities, which are dividend-received deduction eligible. The effective tax rate of 34% is used in calculating tax equivalent income related to loans, municipal securities and corporate securities. A dividend-received deduction of 70% is used in determining tax-equivalent income related to corporate securities, as well.

Other-Than-Temporary Impairment (OTTI)

Approximately $1.1 million in losses related to other-than-temporary impairment on trust-preferred securities was recognized in 2009. At December 31, 2009, the Company had $2.5 million in trust-preferred securities in its portfolio.

In accordance with applicable accounting guidance, we determine other-than-temporary impairment for the trust preferred securities in the securities portfolio based on an evaluation of the underlying collateral. We developed cash flow projections based upon assumptions of default/deferral rates, recovery rates and prepayment rates for the collateral. The present value of the projected cash flows was calculated by discounting the projected cash flows using the effective yield at purchase in accordance with applicable accounting guidance. Finally, the present values of the projected cash flows were compared to the carrying values of the securities. If the present values were less than the carrying value, we determined that the security had an other-than-temporary impairment equal to the difference between the present value and the carry ing value of the bond.

The Company may need to recognize additional other-than-temporary impairments related to trust preferred securities in 2010. We evaluate our default assumptions and cash flow projections in relation to the credit performance of the collateral that underlies the trust preferred securities. Should additional deferrals/defaults occur on the collateral, projected cash flows from the collateral could be reduced which could result in other-than-temporary impairments in 2010.

Results of Operations

Net Income

Net income for 2009 was $3.5 million, an increase of 37.5% from the 2008 net income of $2.56 million. Net income for 2008 decreased 16.4% from 2007’s net income of $3.1 million. For 2009, earnings per diluted share were $0.37 compared to $0.56 and $0.67 for 2008 and 2007, respectively.

Return on average assets (“ROA”) measures how effectively the Company employs its assets to produce net income. The ROA for the Company increased to 0.35% for the year ended December 31, 2009 from 0.28% for the same period in 2008. ROA for 2007 was 0.38%. Return on average equity (“ROE”), another measure of earnings performance, indicates the amount of net income earned in relation to the total average equity capital invested. ROE decreased to 3.21% for the year ended December 31, 2009. ROE was 3.37% and 3.83% for the years ended December 31, 2008 and 2007, respectively.

The following table reflects an analysis of the Company’s net interest income using the daily average balances of the Company’s assets and liabilities as of December 31. Non-accrual loans are included in the loan average balances.

Average Balances, Income and Expenses, Yields and Rates

(Years Ended December 31)

				2009								2008								2007
	Average			Income/		Yield/			Average			Income/		Yield/			Average			Income/		Yield/
	Balance			Expense		Rate			Balance			Expense		Rate			Balance			Expense		Rate
						(Dollars in thousands)
Assets :
Securities:
Taxable	$	105,765		$	4,830		4.57	%	$	108,482		$	5,483		5.05	%	$	86,776		$	4,713		5.43	%
Tax-exempt (1) (2)		64,305			4,461		6.94	%		47,975			3,306		6.89	%		41,524			2,947		7.10	%
Total securities	$	170,070		$	9,291		5.46	%	$	156,457		$	8,789		5.62	%	$	128,300		$	7,660		5.97	%
Loans
Taxable	$	710,745		$	48,834		6.87	%	$	689,210		$	48,088		6.98	%	$	615,198		$	42,958		6.98	%
Tax-exempt (1)		1			-		0.00	%		8			1		12.50	%		27			3		11.11	%
Total loans	$	710,746		$	48,834		6.87	%	$	689,218		$	48,089		6.98	%	$	615,225		$	42,961		6.98	%
Federal funds sold		20,607			42		0.20	%		7,604			139		1.83	%		3,195			159		4.98	%
Interest bearing deposits in
other financial institutions		38,485			95		0.25	%		4,097			165		4.03	%		730			39		5.34	%
Total earning assets	$	939,908		$	58,262		6.20	%	$	857,376		$	57,182		6.67	%	$	747,450		$	50,819		6.80	%
Less: allowances for credit losses		(9,160	)							(9,251	)							(6,005	)
Total nonearning assets		83,698								77,029								70,433
Total assets	$	1,104,446							$	925,154							$	811,878

Liabilities:
Interest-bearing deposits:
Checking	$	251,781		$	3,091		1.23	%	$	188,886		$	3,755		1.99	%	$	140,045		$	3,427		2.45	%
Regular savings		59,095			749		1.27	%		54,891			951		1.73	%		54,194			1,036		1.91	%
Money market savings		42,985			473		1.10	%		39,267			465		1.18	%		54,558			618		1.13	%
Time deposits:
$100,000 and over		135,149			4,342		3.21	%		127,398			5,021		3.94	%		118,964			5,958		5.01	%
Under $100,000		187,115			6,959		3.72	%		127,114			5,299		4.17	%		84,056			3,758		4.47	%
Total interest-bearing deposits	$	676,125		$	15,614		2.31	%	$	537,556		$	15,491		2.88	%	$	451,817		$	14,797		3.27	%

Short-term borrowings		19,424			593		3.05	%		44,983			1,988		4.42	%		51,659			2,825		5.47	%
Securities sold under agreements
to repurchase		21,122			40		0.19	%		40,924			831		2.03	%		43,769			1,868		4.27	%
Long-term debt		69,407			2,835		4.08	%		100,308			4,398		4.38	%		60,018			2,926		4.88	%
Federal funds purchased		-			-		-	%		397			11		2.77	%		447			25		5.59	%
Total interest-bearing liabilities	$	786,078		$	19,082		2.43	%	$	724,168		$	22,719		3.14	%	$	607,710		$	22,441		3.69	%
Non-interest bearing liabilities
Demand deposits		107,936								114,466								117,942
Other liabilities		10,620								7,328								6,128
Total liabilities	$	904,634							$	845,961							$	731,780
Non-controlling interest in consolidated Subsidiary		2,774								3,232								--
Shareholders’ equity		107,038								75,961								80,098
Total liabilities and Shareholders’ equity	$	1,104,446							$	925,154							$	811,878

Net interest income				$	39,180							$	34,463							$	28,378

Interest rate spread							3.77	%							3.53	%							3.11	%
Interest expense as a percent of
average earning assets							2.03	%							2.65	%							3.00	%
Net interest margin							4.17	%							4.02	%							3.80	%

(1) Income and yields are reported on tax equivalent basis assuming a federal tax rate of 34%.

(2) Income and yields include dividends on preferred securities that are 70% excludable for tax purposes.

Net Interest Income

Net interest income represents the principal source of earnings of the Company. Net interest income is the amount by which interest generated from earning assets exceeds the expense of funding those assets. Changes in volume and mix of interest earning assets and interest bearing liabilities, as well as their respective yields and rates, have a significant impact on the level of net interest income.

Net interest income on a fully tax-equivalent basis was $39.2 million for the year ended December 31, 2009. This is an increase of 13.8% over the $34.5 million reported for the same period in 2008. Net interest income for 2008 increased 21.4% over the $28.4 million reported for 2007. The net interest margin increased 15 basis points to 4.17% in 2009. The net interest margin is calculated by dividing tax equivalent net interest income by total average earning assets. Because a portion of interest income earned by the Company is nontaxable, the tax equivalent net interest income is considered in the calculation of this ratio. Tax equivalent net interest income is calculated by adding the tax benefit realized from interest income that is nontaxable to total interest income then subtracting total interest expense. The tax rate utilized in calculating the tax benefit for each of 2009, 2008 and 2007 is 34%. The reconciliation of tax equivalent net interest income, which is not a measurement under accounting principles generally accepted in the United States, to net interest income is reflected in the table below.

Reconciliation of Net Interest Income to

Tax Equivalent Net Interest Income

	For the Year Ended December 31,
(in thousands)	2009		2008		2007
GAAP measures:
Interest Income – Loans	$	48,834	$	48,088	$	42,960
Interest Income - Investments & Other		7,912		7,834		6,668
Interest Expense – Deposits		15,614		15,492		14,797
Interest Expense - Other Borrowings		3,468		7,227		7,644
Total Net Interest Income	$	37,664	$	33,203	$	27,187
Plus:
NON-GAAP measures:
Tax Benefit Realized on Non-Taxable Interest Income – Loans	$	-	$	1	$	1
Tax Benefit Realized on Non-Taxable Interest Income - Municipal Securities		1,516		1,259		1,190
Total Tax Benefit Realized on Non-Taxable Interest Income	$	1,516	$	1,260	$	1,191
Total Tax Equivalent Net Interest Income	$	39,180	$	34,463	$	28,378

The increase in net interest income in 2009 resulted from growth in earning assets and reduced funding costs. Average earning assets increased $82.5 million or 9.6% to $939.9 million during 2009. The increase in average earning assets resulted primarily from overall deposit growth during 2009. Interest income and fees from loans and investments increased 1.47% during 2009. The cost of interest bearing liabilities in 2009 decreased to 2.43%, down 71 basis points relative to 2008. The average balance in the securities portfolio increased by $13.6 million, while the tax-equivalent yield decreased 16 basis points to 5.46%. The average loan portfolio volume increased 3.1% during 2009. The yield on the loan portfolio declined 11 basis points to 6.87%.

The average yield on the loan portfolio decreased 11 basis points in 2009. On average, the loan portfolio increased by $21.5 million or 3.1% over the year ended December 31, 2008. Interest income from loans increased $746,000 or 1.5% over the year ended December 31, 2008. The average balance in the securities portfolio increased by $13.6 million in 2009, while the tax-equivalent yield decreased 14 basis points to 5.46%.

The average balance of interest bearing accounts (interest bearing checking, savings and money market accounts) increased 25.0% to $353.9 million at December 31, 2009. The cost of such funding decreased 61 basis points over the year ended December 31, 2008. The average balance of interest bearing checking increased 33.3% with a corresponding cost decrease of 76 basis points. The average balances in time deposits increased 26.6%, while the cost of those deposits decreased 55 basis points. The increase in the average balance of deposits greater than $100,000 was $7.8 million. These deposits typically have a higher cost when compared to all other interest bearing deposits and do not include brokered certificates of deposit.

During 2009, non-deposit interest bearing liabilities decreased on average by $76.7 million. The Company decreased its average short-term borrowings by $25.5 million or 56.8% over the year ended December 31, 2008. The Company decreased its average long term debt by $30.9 million or 30.8% over the year ended December 31, 2008. Much of the decrease in borrowings was offset by the increases in deposits as the Company focused its efforts on deposit generation. Total interest expense for 2009 was $19.1 million, a decrease of $3.6 million compared to the total interest expense for 2008. The cost of interest-bearing liabilities decreased 71 basis points over the year ended December 31, 2008.

Management believes that the net interest margin could compress during 2010. Based on conservative internal interest rate risk models and the assumption of a sustained low rate environment, the Company expects net interest income to trend downward slightly throughout the next 12 months as loan related assets reprice and the decline in funding costs slows. The expected decrease to net interest income could be 5.5% or $1.8 million in a 12 month period of rising rates of 100 basis points. It is anticipated that targeted growth in earning assets and liability repricing opportunities will help mitigate the above mentioned impact to the Company’s net interest margin. The Asset/Liability Management Committee continues to focus on various strategies to maintain the net interest margin.< /div>

The average balances in certificates of deposit increased 26.6%, while the interest expense associated with these deposits increased 9.5% or $981 thousand.

The following table analyzes changes in net interest income attributable to changes in the volume of interest-bearing assets and liabilities compared to changes in interest rates. The change in interest due to both volume and rate has been allocated to volume and rate changes in proportion to the relationship of the absolute dollar amounts of the change in each. Non-accruing loans are included in the average outstanding loans.

Volume and Rate Analysis

(Tax Equivalent Basis)

(Years Ended December 31)

	2009 vs. 2008									2008 vs. 2007
	Increase (Decrease) Due									Increase (Decrease) Due
	to Changes in:									To Changes in:
	(In Thousands)
	Volume			Rate			Total			Volume			Rate			Total
Earning Assets:
Securities:
Taxable	$	(166	)	$	(487	)	$	(653	)	$	1,064		$	(294	)	$	770
Tax-exempt (1) (2)		1,133			22			1,155			443			(84	)		359
Loans:
Taxable		1,458			(712	)		746			5,147			(17	)		5,130
Tax-exempt (1)		- -			(1	)		(1	)		(2	)		--			(2	)
Federal funds sold		202			(299	)		(97	)		(37	)		17			(20	)
Interest bearing deposits in other
financial institutions		79			(149	)		(70	)		133			(7	)		126
Total earning assets	$	2,705		$	(1,625	)	$	1,080		$	6,748		$	(385	)	$	6,363

Interest-Bearing Liabilities:
Interest checking	$	4,468		$	(5,132	)	$	(664	)	$	720		$	(392	)	$	328
Regular savings deposits		130			(322	)		(202	)		14			(99	)		(85	)
Money market deposits		32			(24	)		8			(185	)		32			(153	)
Time deposits
$100,000 and over		333			(1,012	)		(679	)		466			(1,403	)		(937	)
Under $100,000		2,119			(459	)		1,660			1,775			(234	)		1,541
Total interest bearing deposits	$	7,083		$	(6,960	)	$	123		$	2,790		$	(2,096	)	$	694

Short-term borrowings	$	(903	)	$	(492	)	$	(1,395	)	$	(337	)	$	(500	)	$	(837	)
Securities sold under agreement
to repurchase		(276	)		(515	)		(791	)		(114	)		(923	)		(1,037	)
Long-term debt		(1,279	)		(284	)		(1,563	)		1,734			(262	)		1,472
Federal funds purchased		(11	)		- -			(11	)		(3	)		(11	)		(14	)
Total interest bearing
Liabilities	$	4,614		$	(8,251	)	$	(3,637	)	$	4,070		$	(3,792	)	$	278

Change in net interest income	$	(1,909	)	$	6,626		$	4,717		$	2,678		$	3,407		$	6,085

(1) Income and yields are reported on tax equivalent basis assuming a federal tax rate of 34%.

(2) Income and yields include dividends on preferred securities that are 70% excludable for tax purposes.

Provision for Loan Losses

The Company’s loan loss provision during 2009 and 2008 was $4.5 million and $5.3 million, respectively. The Company is committed to making loan loss provisions that maintain an allowance that

adequately reflects the risk inherent in the loan portfolio. This commitment is more fully discussed in the “Asset Quality” section below.

Non-interest Income

Non-interest income has been and will continue to be an important factor for increasing profitability. Management recognizes this and continues to review and consider areas where non-interest income can be increased. Non-interest income includes fees generated by the commercial and retail banking segment, the wealth management segment and the mortgage banking segment of the Company. Non-interest income (excluding securities gains and losses) increased 11.8% to $19.9 million for the year ended December 31, 2009, compared to $17.8 million for 2008. The increases in the sub-categories of non-interest income were largely the result of increases in gain-on-sale of mortgage loans.

Service charges, which include deposit fees and certain loan processing fees, decreased 2.2% to $2.4 million for the year ended December 31, 2009, compared to $2.5 million for the year ended December 31, 2008. Overdraft fees decreased $104,000 or 11.7% for the year ended December 31, 2009, when compared to the year ended December 31, 2008.

Income from the wealth management segment is produced by Middleburg Investment Advisors, Middleburg Trust Company and the investment services department of Middleburg Bank. Investment advisory fees from Middleburg Investment Advisors decreased 22.4% to $1.4 million for the year ended December 31, 2009, compared to $1.8 million for the year ended December 31, 2008. Middleburg Investment Advisors is predominantly a fixed income money manager that bases its fee upon the market value of the accounts under management. Assets under management at Middleburg Investment Advisors decreased 23.3% or $95.4 million to $313.5 million at December 31, 2009. The decrease resulted primarily from a decline in the number of accounts under management. Middleburg Trust Company produced fiduciary fees t hat decreased 5.9% to $1.8 million for the year ended December 31, 2009, compared to $1.9 million for the same period in 2008. Assets under management at Middleburg Trust Company increased 59.0% or $286.4 million to $771.5 million at December 31, 2009. The increase in assets under management at Middleburg Trust Company resulted primarily from an overall increase in market values of the accounts under management as well as improved business development activities, resulting in more accounts under management. Assets under management include intercompany assets of $43.1 million. Commissions on investment services fees from the investment services department of Middleburg Bank increased to $579,000 for the year ended December 31, 2009, compared to $433,000 for the year ended December 31, 2008.

The revenues, expenses, assets and liabilities of Southern Trust Mortgage for the year ended December 31, 2009 are reflected in the Company’s financial statements on a consolidated basis, with the proportionate share of Southern Trust Mortgage’s capital not owned by the Company reported as “Net Income (Loss) attributable to non-controlling interest” Accordingly, gains and fees on mortgages held for sale of $11.9 million and $1.0 million, respectively, which were generated by Southern Trust Mortgage for the year ended December 31, 2009, are being reported as part of the consolidated other income. For the year ended December 31, 2009, Southern Trust Mortgage closed $990 million in loans, compared to $665.8 million in loans for the year ended 2008. During 2009, Southern Trust Mortg age continued to address problem loans through charge-offs and increases in the allowance for loan losses in anticipation of additional charge-offs. The majority of the problem loans are due to credit risk in their remaining construction portfolio and early payment defaults of loans sold to investors, both of which are issues facing mortgage bankers in the current economic climate. Southern Trust Mortgage continues to analyze the problem loans and its construction portfolio as well as refine its methodology to estimate the expected loss and required reserve.

Income earned from Middleburg Bank’s $14.4 million investment in Bank Owned Life Insurance (BOLI) contributed $489,000 to total other income for the year ended December 31, 2009. The Company purchased $6.0 million of BOLI in the third quarter of 2004, $4.8 million in the fourth quarter of 2004, $485,000 in the second quarter of 2007, and $453,000 in the fourth quarter of 2009 to help subsidize increasing employee benefit costs and expenses related to the restructuring of its supplemental retirement plans.

The Company had net realized gains of $2.1 million from sales of securities for the year ended December 31, 2009, compared to net realized gains of $653,000 for the year ended December 31, 2008. Additionally, $1.1 million and $1.6 million in losses related to other-than-temporary impairment on trust-preferred securities were recognized in 2009 and 2008 respectively.

Other operating income decreased $304,000 to $311,000 for the year ended December 31, 2009, compared to the same period in 2008. Other operating income includes equity earnings recognized by Southern Trust Mortgage from its investments in several mortgage partnerships of $266,000 and equity earnings recognized by Middleburg Bank Service Corporation from its equity investments.

Non-interest income (excluding securities gains and losses) increased 127.5% to $17.8 million for the year ended December 31, 2008, compared to $7.8 million for 2007.

Service charges, which include deposit fees and certain loan fees, decreased 5.8% to $2.5 million for the year ended December 31, 2008, compared to $2.6 million for the year ended December 31, 2007. Investment advisory fees of $1.8 million for the year ended December 31, 2008 are from Middleburg Investment Advisors. Investment advisory fees decreased $400,000 for the year ended December 31, 2008 compared to the 2007 investment advisory fee amount of $2.2 million. Middleburg Trust Company produced fiduciary fees that decreased 11.0% to $1.9 million for the year ended December 31, 2008, compared to $2.2 million for the same period in 2007.

Investment sales fees decreased to $433,000 for the year ended December 31, 2008, compared to $535,000 for the year ended December 31, 2007.

Non-interest Income

(Years Ended December 31)

	2009			2008			2007
	(In thousands)
Service charges, commissions and fees	$	2,412		$	2,467		$	2,619
Trust fee income		1,812			1,925			2,162
Investment advisory fee income		1,406			1,812			2,193
Commission on investment sales		580			433			535
Gains on loans held for sale		11,860			8,656			--
Fees on mortgages held for sale		1,044			1,440			--
Equity earnings in affiliate		--			--			(303	)
Bank-owned life insurance		489			469			450
Other operating income		311			615			176
Non-interest income	$	19,914		$	17,817		$	7,832
Gains (losses) on securities available for sale, net		2,070			652			-
Other-than-temporary impairment losses		(1,072	)		(1,565	)		(130	)
Total non-interest income	$	20,912		$	16,904		$	7,702

Non-interest Expense

Non-interest expense increased 14.7% to $48.9 million for the year ended December 31, 2009, compared to $42.6 million for 2008. When taken as a percentage of total average assets for the year ended December 31, 2009, the expense was 4.4% of total average assets, a decrease from 4.6% for the same period in 2008.

Salaries and employee benefits increased $2.7 million to $28.0 million when comparing the year ended December 31, 2009 to the same period in 2008. The increase is largely due to an increase in commissions resulting from higher loan originations by Southern Trust Mortgage in 2009. The remainder of the increase is

the result of increases in staff. The Company had 340 full-time equivalent employees at December 31, 2009 compared with 333 at December 31, 2008.

Net occupancy and equipment expenses increased 1.3% to $5.9 million for the year ended December 31, 2008, compared to $5.8 million for the same period in 2008.

Advertising expense decreased 17.1% in 2009 to $760,000, compared to $917,000 in 2008.

Computer operations expense increased 16.2% to $1.3 million for the year ended December 31, 2009 compared to $1.1 million for the year ended December 31, 2008. The increase was largely due to the costs associated with the development and roll-out of the new website www.middleburgbank.com.

Expense relating to other real estate owned was $3.8 million for the year ended December 31, 2009 compared to $1.3 million for the year ended December 31, 2008. The increase was due to legal expenses related to foreclosure, valuation adjustments and losses on the sales of these assets.

Other tax expense decreased 8.5% to $587,000 for the year ended December 31, 2009 compared to $642,000 for the year ended December 31, 2008 primarily due to a decrease in franchise tax expense.

FDIC expense increased to $2.05 million for the year ended December 31, 2009 compared to $513,000 for the year ended December 31, 2008. The increase was related to a special assessment in June of 2009 as well as an increase in deposit insurance premiums.

Non-interest expense increased 44.6% to $42.6 million in 2008 compared to 2007. Salaries and employee benefits increased $11.8 million to $25.4 million when comparing the year ended December 31, 2008 to the same period in 2007. The consolidation of Southern Trust Mortgage contributed $10.5 million to the increase in salaries and employee benefits for the year ended December 31, 2008. The remainder of the increase resulted from overall staff increases and a change in the Company’s pay periods from a current pay basis to an arrears basis. The Company had 333 full-time equivalent employees at December 31, 2008 compared with 176 at December 31, 2007. The increase was due to the consolidation of Southern Trust Mortgage’s 149 full-time equivalent employees.

Net occupancy and equipment expenses increased 76.5% to $5.8 million for the year ended December 31, 2008 compared to $3.3 million for the same period in 2007. The increases resulted from the Company’s relocation of the Ashburn Financial Service Center and the Fort Evans Road Financial Service Center, as well as maintenance and improvements of the Company’s facilities. The consolidation of Southern Trust Mortgage contributed $1.7 million to the increase in net occupancy expense. Advertising expense increased 71.4% in 2008 to $917,000, compared to $535,000 in 2007. Expense related to other real estate owned was $1.3 million for the year ended December 31, 2008, compared to none for the year ended December 31, 2007, and included losses on dispositions. The increase was d ue to legal expenses related to foreclosure, valuation adjustments and losses on the sales of these assets.

Impairment in affiliate during 2007 was due to a one-time reduction in the carrying value of the Company’s equity investment in Southern Trust Mortgage. The Company engaged an independent firm to assist in valuing its investment in Southern Trust Mortgage during the third quarter of 2007. As a result of the valuation, the Company recognized a non-cash impairment charge of $5.0 million for the year ended December 31, 2007.

Non-interest Expenses

(Years Ended December 31)

	2009		2008		2007
	(In thousands)
Salaries and employee benefits	$	28,042	$	25,376	$	13,738
Net occupancy and equipment expense		5,904		5,826		3,300
Advertising		760		917		535
Computer operations		1,290		1,110		1,075
Other real estate owned		3,819		1,286		--
Other taxes		587		642		637
Impairment in affiliate		--		--		5,012
Federal Deposit Insurance Corporation expense		2,051		513		89
Other operating expenses		6,409		6,929		5,069
Total	$	48,862	$	42,599	$	29,455

Income Taxes

Reported income tax expense was $64,000 for the year ended December 31, 2009, compared to $444,000 for the same period in 2008. The effective tax rate for 2009 was 1.2% compared to 19.8% in 2008 and 16.0% in 2007. The decease in the income tax expense for the year ended December 31, 2009 compared to the same period in 2008 was primarily due to the increased tax exempt income and lower operating income. Note 10 of the Company’s Consolidated Financial Statements provides a reconciliation between the amount of income tax expense computed using the federal statutory rate and the Company’s actual income tax expense. Also included in Note 10 to the Consolidated Financial Statements is information regarding the principal items giving rise to deferred taxes for the two years ended December 31, 2009 .

Summary of Financial Results by Quarter

The following table summarizes the major components of the Company’s results of operations for each quarter of the last three fiscal years.

	2009 Quarter Ended
Dollars in thousands except per share data	March 31			June 30			September 30			December 31

Net interest income	$	9,684		$	9,910		$	9,356		$	8,714
Net interest income after provision for loan losses		8,647			8,327			8,392			7,747
Other income		4,757			5,468			4,590			5,099
Gains (losses) on securities available for sale, net		409			661			275			725
Other-than-temporary impairment losses		(179	)		- -			(533	)		(360	)
Other expense		11,832			13,019			11,905			12,106
Income before income taxes		1,802			1,437			544			1,380
Net income		1,662			1,416			636			1,385
Less: net income attributable to non-controlling interest		(678	)		(603	)		(26	)		(270	)
Net income attributable to Middleburg Financial Corporation		984			813			610			1,115
Diluted earnings per common share	$	0.17		$	0.11		$	0.05		$	0.07
Dividends per common share		0.19			0.19			0.10			0.10

	2008 Quarter Ended
Dollars in thousands except per share data	March 31			June 30			September 30			December 31

Net interest income	$	7,727		$	8,447		$	8,566		$	8,463
Net interest income after provision for loan losses		5,663			6,140			8,248			7,891
Non-interest income		4,694			4,637			4,761			3,725
Gains (losses) on securities available for sale, net		206			- -			316			130
Other-than-temporary impairment		(98	)		(367	)		(1,100	)		- -
Non-interest expense		10,507			10,410			10,044			11,638
Income (loss) before income taxes		(42	)		-			2,181			108
Net income		122			68			1,526			87
Less: net income attributable to non-controlling interest		31			293			29			404
Net income attributable to Middleburg Financial Corporation		153			361			1,555			491
Diluted earnings per common share		0.03			0.08			0.34			0.11
Dividends per common share	$	0.19		$	0.19		$	0.19		$	-

	2008 Quarter Ended
Dollars in thousands except per share data	March 31		June 30		September 30		December 31

Net interest income	$	6,809	$	6,776	$	6,795	$	6,807
Net interest income after provision for loan losses		6,657		6,369		6,516		5,859
Non-interest income		2,057		2,352		2,166		1,257
Gains (losses) on securities available for sale, net		- -		- -		- -		- -
Other-than-temporary impairment		- -		- -		- -		(130	)
Non-interest expense		5,719		6,139		6,077		11,520
Income (loss) before income taxes		2,995		2,582		2,605		(4,534	)
Net income		2,146		1,865		1,888		(2,835	)
Diluted earnings per common share		0.47		0.41		0.41		(0.62	)
Dividends per common share	$	0.19	$	0.19	$	0.19	$	0.19

Financial Condition

Assets, Liabilities and Shareholders Equity

The Company’s total assets were $976.4 million as of December 31, 2009 down $8.8 million or 0.9% from the $985.2 million level at December 31, 2008. Securities decreased $2.4 million or 1.3% from 2008 to 2009. Loans, net of allowance for loan losses and deferred loan costs, decreased by $27.3 million or 4.1% from 2008 to 2009. Total liabilities were $873.0 million as of December 31, 2009, compared to $907.6 million as of December 31, 2008. Total shareholders’ equity at December, 31 2009 and 2008 was $100.3 million and $75.7 million, respectively.

Loans

The Company’s loan portfolio is its largest and most profitable component of earning assets, totaling 75.6% of average earning assets. In 2009, the Company placed greater focus on originating and maintaining high credit quality loans. The tax equivalent yield on loans was 6.87% while non-accrual loans and loans past due more than 90 days was less than 2.00% of average loans. The Company continues to focus on loan portfolio quality and diversification as a means of increasing earnings. Total loans were $688.6 million at December 31, 2009, a decrease of 3.2% from December 31, 2008’s total of $711.7 million.

Total loans increased 10.4% from $644.8 million at December 31, 2007 to $711.7 million at December 31, 2008. The total loan to deposit ratio decreased to 85.5% at December 31, 2009, compared to 95.5% at December 31, 2008 and 109.5% at December 31, 2007.

Loan Portfolio

(At December 31)

	2009		2008		2007		2006		2005
	(In thousands)

Commercial, financial and agricultural	$	43,331	$	44,127	$	46,482	$	37,501	$	28,388
Real estate construction		73,019		105,717		96,576		69,033		88,312
Real estate mortgage:
Residential (1-4 family)		209,737		216,034		202,822		189,341		174,998
Home equity lines		56,828		54,974		48,039		39,670		35,880
Non-farm, non-residential (1)		241,174		229,171		228,217		216,232		177,198
Agricultural		2,491		2,522		2,476		2,473		2,894
Mortgages held for sale		45,010		40,301		--		--		--
Consumer installment		16,971		18,868		20,237		15,253		17,128
Total Loans	$	688,561	$	711,714	$	644,849	$	569,503	$	524,798
Add: Deferred loan costs		728		982		936		829		856
Less: Allowance for loan losses		9,185		10,020		7,093		5,582		5,143
Net loans	$	680,104	$	702,676	$	638,692	$	564,750	$	520,511

(1)

This category generally consists of commercial and industrial loans where real estate constitutes a source of collateral.

At December 31, 2009, residential real estate (1-4 family) portfolio loans constituted 30.5% of total loans and decreased $6.3 million during the year. Real estate construction loans consist primarily of pre-sold 1-4 family residential loans along with a marginal amount of commercial construction loans. Real estate construction loans decreased 30.8% to $73.1 million at December 31, 2009 and represent 10.6% of the total loan portfolio. The Company’s one time closing construction/permanent loan product competes successfully in a high growth market like Loudoun County because the Company is local and can respond quickly to inspections and construction draw requests. Non-farm, non-residential real estate loans are typically owner-occupied commercial buildings. Non-farm, non-resi dential loans were 35.0% of the total loan portfolio at December 31, 2009. The increase in the non-farm, non-residential real estate loans is the result of the Company’s diversification strategy. Home equity lines and agricultural real estate loans were 8.3% and 0.4% of total loans, respectively, at December 31, 2009.

The Company’s commercial, financial and agricultural loan portfolio consists of secured and unsecured loans to small businesses. At December 31, 2009, these loans comprised 6.3% of the total loan portfolio. This portfolio decreased 1.8% in 2009 to $43.3 million. Consumer installment loans primarily consist of unsecured installment credit and account for 2.5% of the total loan portfolio.

Consistent with its focus on providing community-based financial services, the Company generally does not extend loans outside its principal market area. The Company’s market area for its lending services encompasses Fairfax, Fauquier and Loudoun Counties, where it operates full service financial centers.

The Company’s unfunded loan commitments totaled $84.6 million at December 31, 2009 and $95.2 million at December 31, 2008. The decrease in the amount of unfunded commitments is attributed to the decline in real estate construction credit line products.

At December 31, 2009, the Company had no concentration of loans in any one industry in excess of 10% of its total loan portfolio. However, because of the nature of the Company’s market, loan collateral is predominantly real estate.

The following table reflects the maturity distribution of selected loan categories:

Remaining Maturities of Selected Loan Categories

(At December 31, 2009)

	Commercial, Financial and Agricultural		Real Estate Construction
Within 1 year	$	5,567	$	44,041
Less: Deferred fees		35		(85	)
Within 1 year		5,532		44,126
Variable Rate:
1-5 years		22,322		4,599
After 5 years		2,184		89
Total		24,506		4,688
Fixed Rate:
1-5 years		8,179		13,929
After 5 years		5,114		10,276
Total		13,293		24,205
Total Maturities	$	43,331	$	73,019

Asset Quality

The Company has policies and procedures designed to control credit risk and to maintain the quality of its loan portfolio. These include underwriting standards for new originations and ongoing monitoring and reporting of asset quality and adequacy of the allowance for loan losses. There were $17.2 million total non-performing assets, which consist of non-accrual loans, restructured loans and foreclosed property at December 31, 2009. This is an increase of $2.7 million when compared to the December 31, 2008 balance of $14.5 million. Foreclosed property at Middleburg Bank decreased by 14.3% to $6.5 million at December 31, 2009, compared to $7.6 million at December 31, 2008. Loans more than 90 days past due still accruing were $908,000 at December 31, 2009, which includes $216,000 in loans held by Southern Trust Mortgage.

Non-performing Assets

Loans are placed on non-accrual status when collection of principal and interest is doubtful, generally when a loan becomes 90 days past due. There are three negative implications for earnings when a loan is placed on non-accrual status. First, all interest accrued but unpaid at the date that the loan is placed on non-accrual status is either deducted from interest income or written off as a loss. Second, accruals of interest are discontinued until it becomes certain that both principal and interest can be repaid. Finally, there may be actual losses that require additional provisions for loan losses to be charged against earnings. For real estate loans, upon foreclosure, the balance of the loan is transferred to “Other Real Estate Owned” (“OREO”) and carrie d at the lower of the outstanding loan balance or the fair market value of the property based on current appraisals and other current market trends, less selling costs. If a write down of the OREO property is necessary at the time of foreclosure, the amount is charged-off against the allowance for loan losses. A review of the recorded property value is performed in conjunction with normal loan reviews, and if market conditions indicate that the recorded value exceeds the fair market value, additional write downs of the property value are charged directly to operations.

Non-performing Assets

(At December 31)

	2009			2008			2007			2006			2005
	(Dollars in thousands)

Non-accrual loans	$	8,608		$	6,890		$	6,635		$	- -		$	88
Restructured loans		2,096			- -			- -			- -			- -
Foreclosed property		6,511			7,597			- -			- -			- -

Total non-performing assets	$	17,215		$	14,487		$	6,635		$	- -		$	88

Accruing loans greater than
90 days past due	$	908		$	1,117		$	30		$	19		$	31

Allowance for loan losses
to non-performing assets		53	%		69	%		107	%		0	%		5844	%

Non-performing assets to
period end loans		2.67	%		2.04	%		1.03	%		0.00	%		0.02	%

During 2009 and 2008, approximately $551,000 and $352,000, respectively, in additional interest income would have been recorded if the Company’s non-accrual loans had been current and in accordance with their original terms.

The allowance for loan losses was 53% of non-performing loans at December 31, 2009 as Middleburg Bank had $17.2 million in non-performing assets on that date. At December 31, 2008 and 2007 the allowance for loan losses was 69% and 107% of non-performing loans, respectively. Management evaluates non-performing loans relative to their collateral value and makes appropriate reductions in the carrying value of those loans based on that review.

Allowance For Loan Losses

For a discussion of the Company’s accounting policies with respect to the allowance for loan losses, see “Critical Accounting Policies – Allowance for Loan Losses” above.

The following table depicts the transactions, in summary form, that occurred to the allowance for loan losses in each year presented:

Allowance for Loan Losses

(Years Ended December 31)

	2009			2008			2007			2006			2005
	(Dollars in thousands)

Balance, beginning of period	$	10,020		$	7,093		$	5,582		$	5,143		$	3,418
Southern Trust Mortgage consolidation		--			1,238			--			--			--
Loans charged off:
Commercial, financial, and agricultural		343			511			76			--			5
Real estate construction		836			2,131			--			--			--
Real estate mortgage		3,580			233			--			--			--
Consumer installment		725			744			263			112			74
Total loans charged off	$	5,484		$	3,619		$	339		$	112		$	79
Recoveries:
Commercial, financial, and agricultural	$	21		$	2		$	--		$	--		$	5
Real estate construction		--			9			--			--			--
Real estate mortgage		9			--			--			--			--
Consumer installment		68			36			64			52			55
Total recoveries	$	98		$	47		$	64		$	52		$	60
Net charge offs (recoveries)		5,386			3,572			275			60			19
Provision for loan losses		4,551			5,261			1,786			499			1,744
Balance, end of period	$	9,185		$	10,020		$	7,093		$	5,582		$	5,143

Ratio of allowance for loan losses
to loans outstanding at end of period		1.33	%		1.41	%		1.10	%		0.98	%		0.98	%

Ratio of net charge offs to average
loans outstanding during period		0.76	%		0.53	%		0.04	%		0.01	%		0.00	%

The allowance for loan losses was $9.2 million at December 31, 2009, a decrease of $800,000 from $10.0 million at December 31, 2008. The ratio of allowance for loan losses to loans outstanding was 1.33% at December 31, 2009 compared to 1.41% at December 31, 2008. The allowance was $7.1 million at December 31, 2007. In 2009, the Company’s net charge-offs increased $1.8 million from the previous year’s net charge-offs of $3.6. Net charge-offs as a percentage of average loans were 0.76% and 0.53% for 2009 and 2008, respectively. The provision for loan losses was $4.5 million for 2009 and $5.3 million for 2008, a decrease of 15.1%. The decrease in provision for loan losses during 2009 is a result of a decrease in the total loan portfolio.

The allowance for loan losses decreased in 2009 as the Company continued to aggressively work through the problem loans in its portfolio. Net loan charge-offs in 2009 were $1.8 million higher than in 2008. Many of the loans that were charged off had specific reserves allocated to them in the December 31, 2008 allowance for loan losses balance. Therefore, when the loans were charged off, their related specific reserve requirements decreased. Additionally, the total allowance for loan losses amount at December 31, 2009 decreased from the level at December 31, 2008 due to a lower amount of total outstanding loans at December 31, 2009.

The following table shows the balance and percentage of the Company’s allowance for loan losses allocated to each major category of loan:

Allocation of Allowance for Loan Losses

(At December 31)

	Commercial, Financial Agricultural					Real Estate Construction					Real Estate Mortgage					Consument
			% Total					% Total					% Total					% Total
	Balance		Loans			Balance		Loans			Balance		Loans			Balance		Loans
2009	$	819		6.73	%	$	2,087		11.35	%	$	6,038		79.28	%	$	241		2.64	%
2008		911		6.57	%		3,245		15.75	%		5,292		74.87	%		572		2.81	%
2007		943		7.21	%		1,392		14.98	%		4,099		74.67	%		659		3.14	%
2006		771		6.58	%		964		12.12	%		3,642		78.62	%		205		2.68	%
2005		620		5.40	%		869		16.80	%		3,392		74.54	%		262		262	%

The Company has allocated the allowance according to the amount deemed reasonably necessary to provide for the possibility of losses being incurred within each of the above categories of loans. The allocation of the allowance as shown in the table above should not be interpreted as an indication that loan losses in future years will occur in the same proportions that they may have in prior years or that the allocation indicates future loan loss trends. Additionally, the proportion allocated to each loan category is not the total amount that may be available for the future losses that could occur within such categories since the total allowance is a general allowance applicable to the total portfolio.

Securities

The Company manages its investment securities portfolio consistent with established policies that include guidelines for earnings, rate sensitivity, liquidity and pledging needs. The Company held bonds issued from the Commonwealth of Virginia and its political subdivisions with an aggregate market value of $18.3 million at December 31, 2009. The aggregate holdings of these bonds approximate 17.7% of the Company’s shareholders’ equity.

Accounting standards require classification of investments into three categories, “held to maturity” (“HTM”), “available for sale” (“AFS”), or “trading,” as further defined in Note 1 to the Company’s Consolidated Financial Statements. The Company does not maintain a trading account and has classified no securities in this category. HTM securities are required to be carried on the financial statements at amortized cost. AFS securities are carried on the financial statements at fair value. The unrealized gains or losses, net of deferred income taxes, are reflected in shareholders’ equity. The HTM classification places restrictions on the Company’s ability to sell securities or to transfer securities i nto the AFS classification.

The Company holds in its loan and securities portfolios investments that adjust or float according to changes in “prime” lending rate. These holdings are not considered speculative but instead necessary for good asset/liability management.

The carrying value of the securities portfolio was $172.7 million at December 31, 2009, a decrease of $2.2 million or 1.3% from the carrying value of $174.9 million at December 31, 2008. The market value of the AFS securities at December 31, 2009 was $172.3 million. The unrealized loss on the AFS securities was $4.9 million at December 31, 2009. This loss was partially offset by the December 31, 2009 unrealized gain of $1.2 million. The net market value loss at December 31, 2009 is reflective of the continued rise in market interest rates. The net unrealized loss on the AFS securities was $3.7 million at December 31, 2009.

Investment Securities Portfolio

(Years Ended December 31)

The carrying values of securities held to maturity at the dates indicated were as follows:

	2009		2008		2007
	(In thousands)

State and political subdivision obligations	$	--	$	--	$	674
Mortgage-backed securities		--		--		32
	$	--	$	--	$	706

The carrying values of securities available for sale at the dates indicated were as follows:

	2009		2008		2007
	(In thousands)

U.S. Government securities	$	3,087	$	--	$	343
State and political subdivision obligations		69,044		59,923		41,937
Mortgage-backed securities		100,179		111,284		72,914
Other securities		389		3,689		5,782
	$	172,699	$	174,896	$	120,976

The following table indicates the increased return experienced by the Company during 2009 on a tax equivalent basis. Mortgage-backed securities, which made up 55.9% and 61.4% of the securities portfolio on December 31, 2009 and 2008, respectively, had a decrease in overall balance of $11.1 million from $111.3 million at December 31, 2008 to December 31, 2009. The focus on mortgage-backed securities was in maintaining the maturity distribution and proportion with regard to the total securities portfolio without sacrificing yields. Securities with maturities greater than five years total $117.6 million, of which $55.8 million or 47.4% are mortgage-backed securities with a weighted average yield of 4.59%. The securities portfolio represents approximately 18% of the average earning assets of the Company. For that reason, it is managed primarily to provide superior returns without sacrificing interest rate, market and credit risk. Secondarily, through the asset/liability process, the Company considers the securities portfolio as a liquidity source in the event that funding is needed quickly within a 30-day period of time.

Additionally, $1.1 million and $1.6 million in losses related to other-than-temporary impairment on trust-preferred securities were recognized in 2009 and 2008 respectively At December 31, 2009, the Company had $2.5 million of trust preferred securities in its portfolio. The unrealized losses related to these securities was $2.1 million at December 31, 2009. The Company may need to recognize additional other-than-temporary impairments related to trust preferred securities in 2010. We evaluate our default assumptions and cash flow projections in relation to the credit performance of the collateral that underlies the trust preferred securities. Should additional deferrals/defaults occur on the collateral, projected cash flows from the collateral could be reduce d which could result in other-than-temporary impairments in 2010.

In 2009, we determined other-than-temporary impairment for the trust preferred securities based on an evaluation of the underlying collateral. We developed cash flow projections based upon assumptions of default/deferral rates, recovery rates and prepayment rates for the collateral. The present value of the projected cash flows was calculated by discounting the projected cash flows using the effective yield at purchase in accordance with applicable accounting guidance. Finally, the present values of the projected cash flows were compared to the carrying values of the securities. If the present values were less than the carrying value, we determined that the security had an other-than-temporary impairment equal to the difference between the present value and the carrying value of the bond.

Maturity Distribution and Yields of Investment Securities

Taxable-Equivalent Basis

(At December 31, 2009)

	Due in 1 year					Due after 1 year					Due after 5 years					Due after 10 years
	or less					through 5 years					through 10 years					and Equities					Total
	Amount		Yield			Amount		Yield			Amount		Yield			Amount		Yield			Amount		Yield
	(Dollars in thousands)
Securities available for sale:
U.S. Treasury securities	$	3,087		0.56	%	$	--		0.00	%	$	--		0.00	%	$	--		0.00	%	$	3,087		0.56	%
Mortgage backed securities		10,744		4.27	%		33,635		4.35	%		22,630		4.54	%		33,170		4.63	%		100,179		4.47	%
Other (2)		--		0.00	%		53		4.99	%		4,916		5.16	%		497		5.79	%		5,466		5.37	%
Corporate preferred		--		0.00	%		--		0.00	%		--		0.00	%		34		9.25	%		34		9.25	%
Total taxable		13,831		3.44	%		33,688		4.36	%		27,546		4.65	%		33,701		4.65	%		108,766		4.40	%
Tax-exempt securities (1)		470		6.63	%		7,130		6.20	%		30,844		6.58	%		25,489		6.38	%		63,933		6.41	%
Total securities (3)	$	14,301		3.54	%	$	40,818		4.68	%	$	58,390		5.67	%	$	59,190		5.39	%	$	172,699		5.14	%

(1)	Yields on tax-exempt securities, which includes tax-exempt obligations of states and political subdivisions have been computed on a tax-equivalent basis assuming a federal tax rate of 34%.

(2)	Includes taxable obligations of states and political subdivisions.

(3)	Amounts exclude Federal Reserve Stock of $1,133,000 and Federal Home Loan Bank Stock of $5,091,000.

Other Earning Assets

The Company’s average investments in federal funds sold in 2009 were $20.6 million, an increase of $13.0 million from the 2008 amounts. Average investments in federal funds sold in 2008 were $7.6 million.

Goodwill and Intangible Assets

The Company evaluated the carrying value of its goodwill related to Southern Trust Mortgage in the fourth quarter of 2009 utilizing the income approach and determined that there was no goodwill impairment. The Company also engaged an independent party to perform an evaluation of the carrying value of its goodwill in Middleburg Trust Company and Middleburg Investment Advisors collectively during the fourth quarter. Middleburg Investment Advisors is a wholly owned subsidiary of Middleburg Trust Company. The independent party utilized several approaches to evaluate the carrying value and determined there was no impairment at December 31, 2009. The evaluation approaches included a discounted cash flow analysis, a third-party sale analysis, a guideline public companies analysis, and an assets under ma nagement analysis.

Deposits

Deposits continue to be an important funding source and primary supply of the Company’s growth. The Company’s strategy has been to increase its core deposits at the same time that it is controlling its cost of funds. The maturation of the branch network, as well as increased advertising campaigns and bank mergers, have contributed to the significant growth in deposits over the last several years. By monitoring interest rates within the local market and that of alternative funding sources, the Company is able to price the deposits effectively to develop a core base of deposits in each market.

The following table is a summary of average deposits and average rates paid on those deposits:

Average Deposits and Rates Paid

(Years Ended December 31)

	2009					2008					2007
	Amount		Rate			Amount		Rate			Amount		Rate
	(Dollars in thousands)

Non-interest-bearing deposits	$	107,936				$	114,466				$	117,942
Interest-bearing accounts:
Interest checking		251,781		1.23	%		188,886		1.99	%		140,045		2.45	%
Regular savings		59,095		1.27	%		54,891		1.73	%		54,194		1.91	%
Money market accounts		42,985		1.10	%		39,267		1.18	%		54,558		1.13	%
Time deposits:
$100,000 and over		135,149		3.21	%		127,398		3.94	%		118,964		5.01	%
Under $100,000		187,115		3.72	%		127,114		4.17	%		84,056		4.47	%
Total interest-bearing deposits	$	676,125		2.31	%	$	537,555		2.88	%	$	451,817		3.27	%

Total	$	784,061				$	652,021				$	569,759

Average total deposits increased 20.3% during 2009, 14.4% during 2008 and 3.5% during 2007. At December 31, 2009, the average balance of non-interest bearing deposits decreased 5.7% compared to December 31, 2008.

The average balance in interest checking and regular savings accounts increased 33.3% and 7.7%, respectively, during 2009. In March of 2004, Middleburg Bank developed an interest bearing product that integrates the use of the cash within client accounts at Middleburg Trust Company for overnight funding at Middleburg Bank. The overall balance of this product was $44.9 million at December 31, 2009 and is partially reflected in interest bearing deposit and partially reflected in securities sold under agreement to repurchase amounts on the balance sheet. At December 31, 2009, $42.3 million was classified as an interest bearing deposit balance.

The Company will continue to focus on core deposit growth as the primary source of liquidity and stability. The Company offers individuals and small to medium-sized businesses a variety of deposit accounts, including demand and interest checking, money market, savings and time deposit accounts. The Company also had $64.0 million in brokered time deposits as of December 31, 2009 compared to $106 million in brokered time deposits as of December 31, 2008. This is reflected in the balance of total time deposits.

The following table is a summary of the maturity distribution of certificates of deposit equal to or greater than $100,000 as of December 31, 2009:

Maturities of Certificates of Deposit of $100,000 and Greater

(At December 31, 2009)

Within	Three to	Six to	Over		Percent
Three	Six	Twelve	One		of Total
Months	Months	Months	Year	Total	Deposits
		(In thousands)

$ 22,958	$ 23,042	$ 87,104	$ 26,887	$ 159,991	19.9%

Financial Instruments with Off-Balance-Sheet Risk and Credit Risk

and Contractual Obligations

Middleburg Bank is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers and to reduce its own exposure to fluctuations in interest rates. These financial instruments include commitments to extend credit, standby letters of credit and interest rate swaps. Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the balance sheet. The contract or notional amounts of those instruments reflect the extent of involvement Middleburg Bank has in particular classes of financial instruments.

Middleburg Bank’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit is represented by the contractual amount of those instruments. Middleburg Bank uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments.

A summary of the contract amount of Middleburg Bank’s exposure to off-balance-sheet risk as of December 31, 2009 and 2008 is as follows:

	2009		2008
Financial instruments whose contract amounts represent credit risk:	(In thousands)

Commitments to extend credit	$	84,628	$	95,211
Standby letters of credit		1,974		1,851

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Middleburg Bank evaluates each customer’s credit worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by Middleburg Bank upon extension of credit, is based on management’s credit evaluation of the counterparty. Collateral held varies but may include accounts receivable, inventory, property and equipment, and income-pro ducing commercial properties.

Unfunded commitments under lines of credit are commitments for possible future extensions of credit to existing customers. Those lines of credit may not be drawn upon to the total extent to which Middleburg Bank is committed.

Standby letters of credit are conditional commitments issued by Middleburg Bank to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support public and private borrowing arrangements, including commercial paper, bond financing, and similar transactions. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. Middleburg Bank holds certificates of deposit, deposit accounts, and real estate as collateral supporting those commitments for which collateral is deemed necessary.

The Company enters into commitments to originate mortgage loans whereby the interest rate on the loan is determined prior to funding (rate lock commitments). Rate lock commitments on mortgage loans that are intended to be sold are considered to be derivatives. The period of time between a loan commitment and closing and sale of the loan generally ranges from 60 to 120 days. The Company mitigates its risk from changes in interest rates through the use of best effort forward delivery commitments, whereby the Company commits to sell a loan at the time the borrower commits to an interest rate with the intent that the buyer has assumed interest rate risk on the loan. As a result, the Company is not exposed to losses nor will it realize significant gain s related to its rate lock commitments due to changes in interest rates. The correlation between the rate lock commitments and the best efforts contracts is very high due to their similarity.

The market value of rate lock commitments and best efforts contracts is not readily ascertainable with precision because rate lock commitments and best efforts contracts are not actively traded in stand-alone markets. The Company determines the fair value of rate lock commitments and best efforts contracts by measuring the change in the value of the underlying asset while taking into consideration the probability that the rate lock commitments will close. Because of the high correlation between rate lock commitments and best efforts contracts, no gain or loss occurs on the rate lock commitments.

A summary of the Company’s contractual obligations at December 31, 2009 is as follows:

	Payment Due by Period
	(In thousands)
Contractual Obligations	Total		Less than 1 Year		1-3 years		3-5 Years		More than 5 Years
Certificates of Deposit	$	301,469	$	209,451	$	80,728	$	11,290	$	--
Short-Term Borrowings		20,737		20,737		--		--		--
Long-Term Debt Obligations		35,000		35,000		--		--		--
Operating Leases		29,942		2,325		4,209		3,754		19,654
Trust Preferred Capital Notes		5,155		--		--		--		5,155

Total Obligations	$	392,303	$	267,513	$	84,937	$	15,044	$	24,809

The Company does not have any capital lease obligations, as classified under applicable FASB statements, or other purchase or long-term obligations.

Capital Resources and Dividends

The Company has an ongoing strategic objective of maintaining a capital base that supports the pursuit of profitable business opportunities, provides resources to absorb risks inherent in its activities and meets or exceeds all regulatory requirements.

The Federal Reserve Board has established minimum regulatory capital standards for bank holding companies and state member banks. The regulatory capital standards categorize assets and off-balance sheet items into four categories that weigh balance sheet assets according to risk, requiring more capital for holding higher risk assets. The minimum ratio of qualifying total capital to risk-weighted assets is 8.0%, of which at least 4.0% must be Tier 1 capital, composed of common equity and retained earnings. The Company had a ratio of total capital to risk-weighted assets of 15.1% and 11.5% at December 31, 2009 and 2008, respectively. The ratio of Tier 1 capital to risk-weighted assets was 13.9% and 10.3% at December 31, 2009 and 2008, respectively. Both ratios exceed the minimum cap ital requirements adopted by the federal banking regulatory agencies.

On January 30, 2009, the Company entered into an agreement with the U.S. Department of the Treasury pursuant to which the Company received $22 million through the issuance of Fixed Rate Cumulative Perpetual Preferred Stock, Series A (the “Series A Preferred Stock”). In connection with this transaction, the Company also issued a warrant to the U.S. Treasury to purchase 208,202 shares of the Company’s common stock. Cumulative dividends on the Series A Preferred Stock were payable at a rate of 5% for the first five years of issuance, and 9% thereafter.

In March 2009, the Company entered into an agreement with David L. Sokol pursuant to which it issued and sold $5 million of its common stock in a private placement to him. In August 2009, the Company raised an additional $20.5 million in gross proceeds ($19.3 million in net proceeds) from the issuance of common stock in an underwritten public offering. Because the Company issued common stock in excess of $22 million through

the private placement and the public offering, the warrant was reduced to 104,101 shares. The net proceeds were used, along with other funds, to redeem the Series A Preferred Stock. As of March 10, 2010, the warrant remained outstanding to the U.S. Treasury, and the Company expects that the warrant will be sold by the U.S. Treasury at public auction.

Analysis of Capital

(At December 31)

	2009			2008
	(Dollars in thousands)
Tier 1 Capital:
Common stock	$	17,273		$	11,336
Capital surplus		42,807			23,967
Retained earnings		42,706			43,555
Cumulative preferred stock in consolidated subsidiary		3,047			1,928
Trust preferred debt		5,000			5,000
Goodwill		(6,531	)		(6,744	)
Total Tier 1 capital	$	104,302		$	79,042
Tier 2 Capital:
Disallowed trust preferred	$	20		$	-
Allowance for loan losses		8,962			9,649
Total tier 2 capital	$	8,982		$	9,649
Total risk-based capital	$	113,284		$	88,691

Risk weighted assets	$	752,426		$	771,478

CAPITAL RATIOS:
Tier 1 risk-based capital ratio		13.9	%		10.3	%
Total risk-based capital ratio		15.1	%		11.5	%
Tier 1 capital to average total assets		10.4	%		8.4	%

As noted above, regulatory capital levels for the Company meet those established for well-capitalized institutions. While we are currently considered well-capitalized, we may from time-to-time find it necessary to access the capital markets to meet our growth objectives or capitalize on specific business opportunities.

The Company’s core equity to asset ratio increased to 10.4% at December 31, 2009, compared to 8.4% at December 31, 2008. The increase is the result of additional capital raised by the company in 2009.

The primary source of funds for dividends paid by the Company to its shareholders is the dividends received from its subsidiaries. Federal regulatory agencies impose certain restrictions on the payment of dividends and the transfer of assets from the banking subsidiaries to the holding company. Historically, these restrictions have not had an adverse impact on the Company’s dividend policy.

Short-term Borrowings

Federal funds purchased and securities sold under agreements to repurchase have been a significant source of funds for Middleburg Bank. The Company has various unused lines of credit available from certain of its correspondent banks in the aggregate amount of $18.0 million. These lines of credit, which bear interest at prevailing market rates, permit the Company to borrow funds in the overnight market, and are renewable annually subject to certain conditions. Securities sold under agreements to repurchase include an interest bearing product that the Company has developed which integrates the use of the cash within client accounts at Middleburg Trust Company for overnight funding at Middleburg Bank. This account is referred to as Tredegar Institutional Select. The overall balance o f this product was $44.9 million at December 31, 2009, of which $2.6 million is included in securities sold under agreements to repurchase amounts on the balance sheet.

The following table shows the distribution of the Company’s short-term borrowings and the weighted-average interest rates thereon at the end of each of the last three years. Also provided are the maximum amount of borrowings and the average amount of borrowings as well as weighted-average interest rates for the last three years.

	Federal Funds Purchased			Securities Sold Under Agreements To Repurchase			Short-term Borrowings
	(Dollars in Thousands)
At December 31:
2009	$	- -		$	17,199		$	3,538
2008		- -			22,678			40,944
2007		500			51,781			22,000

Weighted-average interest rate at year end:
2009		- -			0.16	%		5.00	%
2008		- -			0.48	%		2.56	%
2007		4.25	%		3.29	%		5.08	%

Maximum amount outstanding at any month's end:
2009	$	- -		$	25,210		$	50,719
2008		- -			58,688			92,512
2007		1,000			55,736			97,400

Average amount outstanding during the year:
2009	$	- -		$	21,122		$	15,513
2008		397			40,924			44,983
2007		447			43,769			51,659

Weighted-average interest rate during the year:
2009		- -	%		0.19	%		3.82	%
2008		2.77	%		2.03	%		4.42	%
2007		5.59	%		4.27	%		5.47	%

Liquidity

Liquidity represents an institution’s ability to meet present and future financial obligations through either the sale or maturity of existing assets or the acquisition of additional funds through liability management. Liquid assets include cash, interest-bearing deposits with banks, federal funds sold, short-term investments, securities classified as available for sale and loans and securities maturing within one year. As a result of the Company’s management of liquid assets and the ability to generate liquidity through liability funding, management believes the Company maintains overall liquidity sufficient to satisfy its depositors’ requirements and meet its customers’ credit needs.

The Company also maintains additional sources of liquidity through a variety of borrowing arrangements. Middleburg Bank maintains federal funds lines with large regional and money-center banking institutions. These available lines total approximately $18 million, none of which were outstanding at December 31, 2009. The Company did not purchase federal funds during 2009 compared to an average of $397,000 purchased during 2008. At December 31, 2009 and 2008, Middleburg Bank had $17.2 million and $22.7 million, respectively, of outstanding borrowings pursuant to securities sold under agreement to repurchase transactions (“Repo Accounts”), with maturities of one day. The Repo Accounts are long-term commercial checking accounts with average balances that typically exceed $1 00,000. These accounts include $2.5 million from the non-FDIC eligible portion of the Tredegar Institutional Select.

Middleburg Bank has a credit line in the amount of $262.3 million at the Federal Home Loan Bank of Atlanta. This line may be utilized for short and/or long-term borrowing. Southern Trust Mortgage has a $25 million revolving line of credit with a regional bank, which is primarily used to fund its mortgages held for sale. Middleburg Bank guarantees up to $10 million of borrowings on this line. At December 31, 2009, this line had an outstanding balance of $3.5 million and is included in total short-term borrowings.

At December 31, 2009, cash, interest-bearing deposits with financial institutions, federal funds sold, short-term investments, securities available for sale, loans maturing within one year were 26.2% of total deposits and liabilities.

Caution About Forward Looking Statements

Certain information contained in this discussion may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are generally identified by phrases such as “the Company expects,” “the Company believes” or words of similar import.

Such forward-looking statements involve known and unknown risks including, but not limited to, the following factors:

changes in general economic and business conditions in the Company’s market area;

changes in banking and other laws and regulations applicable to the Company;

maintaining asset qualities;

risks inherent in making loans such as repayment risks and fluctuating collateral values;

changing trends in customer profiles and behavior;

changes in interest rates and interest rate policies;

maintaining cost controls as the Company opens or acquires new facilities;

competition with other banks and financial institutions, and companies outside of the banking industry, including those companies that have substantially greater access to capital and other resources;

the ability to continue to attract low cost core deposits to fund asset growth;

the ability to successfully manage the Company’s growth or implement its growth strategies if it is unable to identify attractive markets, locations or opportunities to expand in the future;

reliance on the Company’s management team, including its ability to attract and retain key personnel;

demand, development and acceptance of new products and services;

problems with technology utilized by the Company;

maintaining capital levels adequate to support the Company’s growth; and

other factors described in Item 1A, “Risk Factors,” above.

Although the Company believes that its expectations with respect to the forward-looking statements are based upon reliable assumptions within the bounds of its knowledge of its business and operations, there can be no assurance that actual results, performance or achievements of the Company will not differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements.

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk is the risk of loss in a financial instrument arising from adverse changes in market rates or prices such as interest rates, foreign currency exchange rates, commodity prices and equity prices. The Company’s primary market risk exposure is interest rate risk, though it should be noted that the assets under management by Middleburg Trust Company are affected by equity price risk. The ongoing monitoring and management of this risk is an important component of the Company’s asset/liability management process, which is governed by policies established by its Board of Directors that are reviewed and approved every three years baring any significant changes. The Board of Directors delegates responsibility for carrying out asset/liability management policies to the Asset/Liability Comm ittee (“ALCO”) of Middleburg Bank. In this capacity, ALCO develops guidelines and strategies that govern the Company’s asset/liability management related activities, based upon estimated market risk sensitivity, policy limits and overall market interest rate levels and trends.

Interest rate risk represents the sensitivity of earnings to changes in market interest rates. As interest rates change, the interest income and expense streams associated with the Company’s financial instruments also change, affecting net interest income, the primary component of the Company’s earnings. ALCO uses the results of a detailed and dynamic simulation model to quantify the estimated exposure of net interest income to sustained interest rate changes. While ALCO routinely monitors simulated net interest income sensitivity over a rolling two-year horizon, it also employs additional tools to monitor potential longer-term interest rate risk.

The simulation model captures the impact of changing interest rates on the interest income received and interest expense paid on all assets and liabilities reflected on the Company’s balance sheet. The simulation model is prepared and updated four times during each year. This sensitivity analysis is compared to ALCO policy limits, which specify a maximum tolerance level for net interest income exposure over a one-year horizon, assuming no balance sheet growth, given a 200 basis point (bp) upward shift and a 200 basis point downward shift in interest rates. The following reflects the range of the Company’s net interest income sensitivity analysis during the fiscal years of 2009 and 2008 as compared to the 20% Board-approved policy limit.

Estimated Net Interest Income Sensitivity

Rate Change	December 31, 2009	December 31, 2008
+ 200 bps	(11.47%)	(17.41%)
- 200 bps	(9.96%)	4.14%

At the end of 2009, the Company’s final 2009 interest rate risk model indicated that in a rising rate environment of 200 basis points over a 12 month period net interest income could decrease by 11.5%. For the same time period, the final 2009 interest rate risk model indicated that, in a declining rate environment of 200 basis points over a 12 month period, net interest income could decrease by 10.0%. While these numbers are subjective based upon the parameters used within the model, management believes the balance sheet is very balanced and is working to minimize risks to rising rates in the future.

Since December 31, 2008, the Company’s balance sheet has shrunk by $8.8 million. Overall, Middleburg Bank continues to have minimal interest rate risks to either falling or rising interest rates. Based upon final 2009 simulation, Middleburg Bank could expect an average negative impact to net interest income of $3.8 million over the next 12 months if rates rise 200 basis points. If rates were to decline 200 basis points, based upon final 2009 simulation Middleburg Bank could expect an average negative impact to net interest income of $3.3 million over the next 12 months. A decline of 200 basis points is highly unlikely given the current interest rate environment.

The Company’s specific goal is to lower (where possible) the cost of its borrowed funds.

The preceding sensitivity analysis does not represent a Company forecast and should not be relied upon as being indicative of expected operating results. These hypothetical estimates are based upon numerous assumptions, including the nature and timing of interest rate levels including yield curve shape, prepayments on loans and securities, deposit decay rates, pricing decisions on loans and deposits, reinvestment or replacement of asset and liability cashflows. While assumptions are developed based upon current economic and local market conditions, the Company cannot make any assurances about the predictive nature of these assumptions, including how customer preferences or competitor influences might change.

Also, as market conditions vary from those assumed in the sensitivity analysis, actual results will also differ due to factors such as prepayment and refinancing levels likely deviating from those assumed, the varying impact of interest rate change, caps or floors on adjustable rate assets, the potential effect of changing debt service levels on customers with adjustable rate loans, depositor early withdrawals and product preference changes, and other internal and external variables. Furthermore, the sensitivity analysis does not reflect actions that ALCO might take in response to or anticipation of changes in interest rates.

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The following financial statements are filed as a part of this report following Item 15 below:

Report of Independent Registered Public Accounting Firm;

Consolidated Balance Sheets as of December 31, 2009 and 2008;

Consolidated Statements of Income for the Years Ended December 31, 2009, 2008 and 2007;

Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended December 31, 2009, 2008 and 2007;

Consolidated Statements of Cash Flows for the Years Ended December 31, 2009, 2008 and 2007; and

Notes to Consolidated Financial Statements.

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

There were no changes in or disagreements with accountants on accounting and financial disclosure during the last two fiscal years.

ITEM 9A.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company maintains “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, that are designed to ensure that information required to be disclosed in reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC’s rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Based on their evaluation as of the end of the period covered by this Annual Report on Form 10-K, the Chief Executive Officer and Chief Financial Officer have concluded that the disclosure controls and procedures were effective and there has been no change in the Company’s internal controls over financial reporting that occurred during the fourth quarter of 2009 that has materially affected, or is reasonably likely to effect the Company’s internal controls over financial reporting.

Management’s Report on Internal Control over Financial Reporting

The management of the Company is responsible for the preparation, integrity and fair presentation of the Company’s financial statements for the year ended December 31, 2009. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America and reflect management’s judgments and estimates concerning the effects of events and transactions that are accounted for or disclosed.

Management is also responsible for establishing and maintaining an effective internal control structure over financial reporting. The Company’s internal control over financial reporting includes those policies and procedures that pertain to the Company’s ability to record, process, summarize and report reliable financial data. The internal control system contains monitoring mechanisms, and appropriate actions are taken to correct identified deficiencies. Management believes that internal controls over financial reporting, which are subject to scrutiny by management and the Company’s internal auditors, support the integrity and reliability of the financial statements. Management recognizes that there are inherent limitations in the effectiveness of any internal control syste m, including the possibility of human error and the circumvention or overriding of internal controls. Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation. In addition, because of changes in conditions and circumstances, the effectiveness of internal control over financial reporting may vary over time.

In order to insure that the Company’s internal control structure over financial reporting is effective, management assessed these controls as they conformed to accounting principles generally accepted in the United States of America and related call report instructions as of December 31, 2009. This assessment was based on criteria for effective internal control over financial reporting as described in “Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, management believes that the Company maintained effective internal controls over financial reporting as of December 31, 2009. Management’s assessment did not determine any material weakness within the Company’s internal con trol structure.

The financial statements for the year ended December 31, 2009 have been audited by the independent registered public accounting firm of Yount, Hyde & Barbour, P.C. Personnel from that firm were given unrestricted access to all financial records and related data, including minutes of all meetings of the Board of Directors and Committees thereof.

Management believes that all representations made to the independent registered public accounting firm auditors were valid and appropriate. The resulting report from Yount, Hyde & Barbour, P.C accompanies the financial statements.

Yount, Hyde & Barbour, P.C. has also issued an attestation report on the effectiveness of the Company’s internal controls over financial reporting. That report has also been made a part of the consolidated financial statements of the Company. See Item 8, “Financial Statements and Supplementary Data,” above for more information.

Changes in Internal Control over Financial Reporting

There were no changes in the internal control over financial reporting that occurred during the quarter ended December 31, 2009 that has materially affected, or is reasonably likely to materially affect, the internal control over financial reporting.

ITEM 9B.

OTHER INFORMATION

None.

PART III

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Pursuant to General Instruction G(3) of Form 10-K, the information contained under the headings “Election of Directors – Nominees for Election for Terms Expiring in 2011” and “ – Executive Officers Who Are Not Directors,” “Security Ownership – Section 16(a) Beneficial Ownership Reporting Compliance,” and “Corporate Governance and the Board of Directors – Committees of the Board – Audit Committee” and “– Code of Ethics” in the Company’s Proxy Statement for the 2010 Annual Meeting of Shareholders is incorporated herein by reference.

ITEM 11.

EXECUTIVE COMPENSATION

Pursuant to General Instruction G(3) of Form 10-K, the information contained under the headings “Corporate Governance and the Board of Directors – Director Compensation” and “Executive Compensation” in the Company’s Proxy Statement for the 2010 Annual Meeting of Shareholders is incorporated herein by reference.

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Pursuant to General Instruction G(3) of Form 10-K, the information contained under the headings “Security Ownership – Security Ownership of Management” and “– Security Ownership of Certain Beneficial Owners” and “Executive Compensation – Equity Compensation Plans” in the Company’s Proxy Statement for the 2010 Annual Meeting of Shareholders is incorporated herein by reference.

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Pursuant to General Instruction G (3) of Form 10-K, the information contained under the heading “Executive Compensation – Transactions with Management” in the Company’s Proxy Statement for the 2010 Annual Meeting of Shareholders is incorporated herein by reference.

ITEM 14.

PRINCIPAL ACCOUNTING FEES AND SERVICES

Pursuant to General Instruction G(3) of Form 10-K, the information contained under the headings “Audit Information – Fees of Independent Public Accountants” and “– Pre-Approval Policies” in the Company’s Proxy Statement for the 2010 Annual Meeting of Shareholders is incorporated herein by reference.

PART IV

ITEM 15.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)	(1) and (2). The response to this portion of Item 15 is submitted as a separate section of this report.

	(3). Exhibits:

	3.1	Amended and Restated Articles of Incorporation of the Company, attached as Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the period ended December 31, 2008, incorporated herein by reference.

	3.2	Articles of Amendment to the Articles of Incorporation of the Company, attached as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the Commission on February 4, 2009, incorporated herein by reference.

	3.3	Bylaws of the Company (restated in electronic format as of August 26, 2009), attached as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the Commission on August 28, 2009, incorporated herein by reference.

	4.1	Warrant to Purchase Shares of Common Stock, dated January 30, 2009.

	10.1	Employment Agreement, dated as of January 1, 1998, between the Company and Joseph L. Boling, attached as Exhibit 10.1 to the Company’s Annual Report on Form 10-KSB for the year ended December 31, 1998, incorporated herein by reference.*

	10.2	Middleburg Financial Corporation 2006 Equity Compensation Plan, as amended, attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Commission on April 26, 2006, incorporated herein by reference.*

	10.3	Middleburg Financial Corporation Form of Performance Share Award Agreement, attached as Exhibit 10.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, incorporated herein by reference.*


	10.4	Middleburg Financial Corporation Form of Restricted Share Award Agreement, attached as Exhibit 10.4 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, incorporated herein by reference.*

	10.5	Middleburg Financial Corporation Form of Non-Qualified Stock Option Agreement, attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Commission on March 20, 2009, incorporated herein by reference.*

	10.6	Middleburg Financial Corporation 2006 Management Incentive Plan, attached as Exhibit 10.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005, incorporated herein by reference .*

	10.7	Employment Agreement, dated as of August 15, 2007, between the Company and Gary R. Shook, attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Commission on August 21, 2007, incorporated herein by reference.*

	10.8	Employment Agreement, dated as of September 17, 2007, between the Company and Arch A. Moore, III, attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Commission on September 20, 2007, incorporated herein by reference.*

	10.9	Letter Agreement, dated as of September 30, 2009, between the Company and Raj Mehra, attached as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2009, incorporated herein by reference.*

	10.10	Letter Agreement, dated as of January 31, 2009, between the Company and the United States Department of the Treasury, attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Commission on February 4, 2009, incorporated herein by reference.

	10.11	Form of Waiver agreement between the Senior Executive Officers and the Company, attached as Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the Commission on February 4, 2009, incorporated herein by reference.*

	10.12	Form of Consent agreement between the Senior Executive Officers and the Company, attached as Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the Commission on February 4, 2009, incorporated herein by reference.*

	10.13	Stock Purchase Agreement, dated March 27, 2009, between the Company and David L. Sokol, attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Commission on March 31, 2009, incorporated herein by reference.

	21.1	Subsidiaries of the Company.

	23.1	Consent of Yount, Hyde & Barbour, P.C.

	31.1	Rule 13a-14(a) Certification of Chief Executive Officer

	31.2	Rule 13a-14(a) Certification of Chief Financial Officer.

	32.1	Statement of Chief Executive Officer Pursuant to 18 U.S.C. § 1350.

	32.2	Statement of Chief Financial Officer Pursuant to 18 U.S.C. § 1350.

	99.1	TARP Certification of Chief Executive Officer.

	99.2	TARP Certification of Chief Financial Officer.

	* Management contracts and compensatory plans and arrangements.

	(All exhibits not incorporated herein by reference are attached as exhibits to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009, as filed with the Securities and Exchange Commission.)


(b)	Exhibits

	The response to this portion of Item 15 as listed in Item 15(a)(3) above is submitted as a separate section of this report.

(c)	Financial Statement Schedules

		The response to this portion of Item 15 is submitted as a separate section of this report.

(All signatures are included with the Company’s Annual Report on Form 10-K for the year ended December 31, 2009, as filed with the Securities and Exchange Commission.)

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	MIDDLEBURG FINANCIAL CORPORATION



Date: March 16, 2010	By:	/s/ Joseph L. Boling
		Joseph L. Boling
		Chairman of the Board and
		Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Joseph L. Boling	Chairman of the Board and Chief	March 16, 2010
Joseph L. Boling	Executive Officer and Director (Principal Executive Officer)
/s/ Raj Mehra	Executive Vice President and Chief	March 16, 2010
Raj Mehra	Financial Officer (Principal Financial and Accounting Officer)
/s/ Howard M. Armfield	Director	March 16, 2010
Howard M. Armfield
/s/ Henry F. Atherton, III	Director	March 16, 2010
Henry F. Atherton, III
/s/ Childs F. Burden	Director	March 16, 2010
Childs F. Burden

Signature	Title	Date
/s/ John Rust	Director	March 16, 2010
John Rust
/s/ J. Bradley Davis	Director	March 16, 2010
J. Bradley Davis
/s/ Alexander G. Green, III	Director	March 16, 2010
Alexander G. Green, III
/s/ Gary D. LeClair	Director	March 16, 2010
Gary D. LeClair
/s/ John C. Lee, IV	Director	March 16, 2010
John C. Lee, IV
/s/ Keith W. Meurlin	Director	March 16, 2010
Keith W. Meurlin
/s/ Janet A. Neuharth	Director	March 16, 2010
Janet A. Neuharth
/s/ Gary R. Shook	Director and President	March 16, 2010
Gary R. Shook
/s/ James R. Treptow	Director	March 16, 2010
James R. Treptow

Exhibit Index

Exhibit No.	Description
3.1	Amended and Restated Articles of Incorporation of the Company, attached as Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the period ended December 31, 2008, incorporated herein by reference.

3.2	Articles of Amendment to the Articles of Incorporation of the Company, attached as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the Commission on February 4, 2009, incorporated herein by reference.

3.3	Bylaws of the Company (restated in electronic format as of August 26, 2009), attached as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the Commission on August 28, 2009, incorporated herein by reference.

4.1	Warrant to Purchase Shares of Common Stock, dated January 30, 2009.

10.1	Employment Agreement, dated as of January 1, 1998, between the Company and Joseph L. Boling, attached as Exhibit 10.1 to the Company’s Annual Report on Form 10-KSB for the year ended December 31, 1998, incorporated herein by reference.*

10.2	Middleburg Financial Corporation 2006 Equity Compensation Plan, as amended, attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Commission on April 26, 2006, incorporated herein by reference.*

10.3	Middleburg Financial Corporation Form of Performance Share Award Agreement, attached as Exhibit 10.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, incorporated herein by reference.*

10.4	Middleburg Financial Corporation Form of Restricted Share Award Agreement, attached as Exhibit 10.4 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, incorporated herein by reference.*

10.5	Middleburg Financial Corporation Form of Non-Qualified Stock Option Agreement, attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Commission on March 20, 2009, incorporated herein by reference.*

10.6	Middleburg Financial Corporation 2006 Management Incentive Plan, attached as Exhibit 10.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005, incorporated herein by reference .*

10.7	Employment Agreement, dated as of August 15, 2007, between the Company and Gary R. Shook, attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Commission on August 21, 2007, incorporated herein by reference.*

10.8	Employment Agreement, dated as of September 17, 2007, between the Company and Arch A. Moore, III, attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Commission on September 20, 2007, incorporated herein by reference.*

10.9	Letter Agreement, dated as of September 30, 2009, between the Company and Raj Mehra, attached as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2009, incorporated herein by reference.*

10.10	Letter Agreement, dated as of January 31, 2009, between the Company and the United States Department of the Treasury, attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Commission on February 4, 2009, incorporated herein by reference.

10.11	Form of Waiver agreement between the Senior Executive Officers and the Company, attached as Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the Commission on February 4, 2009, incorporated herein by reference.*

10.12	Form of Consent agreement between the Senior Executive Officers and the Company, attached as Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the Commission on February 4, 2009, incorporated herein by reference.*

10.13	Stock Purchase Agreement, dated March 27, 2009, between the Company and David L. Sokol, attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Commission on March 31, 2009, incorporated herein by reference.

21.1	Subsidiaries of the Company.

23.1	Consent of Yount, Hyde & Barbour, P.C.

31.1	Rule 13a-14(a) Certification of Chief Executive Officer

31.2	Rule 13a-14(a) Certification of Chief Financial Officer.

32.1	Statement of Chief Executive Officer Pursuant to 18 U.S.C. § 1350.

32.2	Statement of Chief Financial Officer Pursuant to 18 U.S.C. § 1350.

99.1	TARP Certification of Chief Executive Officer.

99.2	TARP Certification of Chief Financial Officer.

* Management contracts and compensatory plans and arrangements.

MIDDLEBURG FINANCIAL CORPORATION

Middleburg, Virginia

FINANCIAL REPORT

DECEMBER 31, 2009

C O N T E N T S

	Page

REPORTS OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM	F-3 and F-4

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Balance Sheets	F-5
Consolidated Statements of Income	F-6
Consolidated Statements of Changes in Shareholders' Equity	F-7 and F-8
Consolidated Statements of Cash Flows	F-9
Notes to Consolidated Financial Statements	F-10 to F-52

F-2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders

Middleburg Financial Corporation

Middleburg, Virginia

We have audited the accompanying consolidated balance sheets of Middleburg Financial Corporation and subsidiaries as of December 31, 2009 and 2008, and the related consolidated statements of income, changes in shareholders' equity, and cash flows for the years ended December 31, 2009, 2008 and 2007. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We did not audit the 2009 and 2008 financial statements of Southern Trust Mortgage, LLC, a consolidated subsidiary, which statements reflect total assets and revenue constituting 6% and 28%, respectively, in 2009, and 5% and 23%, respectively, in 2008, of the related consolidated totals. Those statements were audited by other auditors whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for Southern Trust Mortgage LLC, is based solely on the report of the other auditors.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, based on our audits and the report of the other auditors, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Middleburg Financial Corporation and subsidiaries as of December 31, 2009 and 2008, and the results of their operations and their cash flows for the years ended December 31, 2009, 2008 and 2007, in conformity with U.S. generally accepted accounting principles.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Middleburg Financial Corporation and subsidiaries’ internal control over financial reporting as of December 31, 2009, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated March 16, 2010 expressed an unqualified opinion on the effectiveness of Middleburg Financial Corporation and subsidiaries’ internal control over financial reporting.

Winchester, Virginia

March 16, 2010

F-3

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders

Middleburg Financial Corporation and Subsidiaries

Middleburg, Virginia

We have audited Middleburg Financial Corporation and subsidiaries’ internal control over financial reporting as of December 31, 2009, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Middleburg Financial Corporation and subsidiaries’ management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Manag ement’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We bel ieve that our audit provides a reasonable basis for our opinion.

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (b) provide reasonab le assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (c) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Middleburg Financial Corporation and subsidiaries maintained, in all material respects, effective internal control over financial reporting as of December 31, 2009, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets as of December 31, 2009 and 2008, and the related consolidated statements of income, changes in shareholders’ equity and cash flows for the years ended December 31, 2009, 2008 and 2007 of Middleburg Financial Corporation and subsidiaries and our report dated March 16, 2010 expressed an unqualified opinion.

Winchester, Virginia

March 16, 2010

F-4

MIDDLEBURG FINANCIAL CORPORATION
CONSOLIDATED BALANCE SHEET
(In thousands, except for share and per share data)

	December 31,
	2009			2008
ASSETS
Cash and due from banks	$	18,365		$	23,980
Interest-bearing deposits with other institutions		24,845			2,400
Federal funds sold		-			9,000
Total cash and cash equivalents		43,210			35,380
Securities available for sale		172,699			174,896
Loans held for sale		45,010			40,301
Restricted securities, at cost		6,225			6,416
Loans receivable (net of allowance for loan losses of $9,185 in 2009
and $10,020 in 2008)		635,094			662,375
Premises and equipment, net		23,506			22,987
Goodwill and identified intangibles		6,531			6,744
Other real estate owned, net of valuation allowance
of $1,121 in 2009 and $125 in 2008		6,511			7,597
Prepaid federal deposit insurance		6,923			-
Accrued interest receivable and other assets		30,665			28,495

TOTAL ASSETS	$	976,374		$	985,191

LIABILITIES
Deposits:
Non-interest-bearing demand deposits	$	106,459		$	110,537
Savings and interest-bearing demand deposits		397,720			301,641
Time deposits		301,469			332,605
Total deposits		805,648			744,783
Securities sold under agreements to repurchase		17,199			22,678
Short-term borrowings		3,538			40,944
Long-term debt		35,000			84,000
Subordinated notes		5,155			5,155
Accrued interest payable and other liabilities		6,475			10,026

TOTAL LIABILITIES		873,015			907,586

SHAREHOLDERS' EQUITY
Preferred stock (liquidation value of $1,000 per share;
1,000,000 shares authorized; none issued and outstanding)		-			-
Common stock ($2.50 par value; 20,000,000 shares authorized,
6,909,293 issued; 6,909,293 and 4,534,317 outstanding at
December 31, 2009 and 2008, respectively)		17,273			11,336
Capital surplus		42,807			23,967
Retained earnings		42,706			43,555
Accumulated other comprehensive loss		(2,474	)		(3,181	)
Total Middleburg Financial Corporation shareholders' equity		100,312			75,677
Non-controlling interest in consolidated subsidiary		3,047			1,928

TOTAL SHAREHOLDERS' EQUITY		103,359			77,605


TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	976,374		$	985,191


See accompanying notes to the consolidated financial statements.

F-5

MIDDLEBURG FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except for per share data)

	Year Ended December 31,
	2009			2008			2007
INTEREST INCOME
Interest and fees on loans	$	48,834		$	48,088		$	42,960
Interest on investment securities
Taxable		-			-			2
Tax-exempt		-			4			49
Interest and dividends on securities available for sale
Taxable		4,743			5,026			4,075
Tax-exempt		2,944			2,178			1,896
Dividends		88			321			447
Interest on deposits in banks and federal funds sold		137			305			199
Total interest and dividend income		56,746			55,922			49,628

INTEREST EXPENSE
Interest on deposits		15,614			15,492			14,797
Interest on securities sold under agreements to
repurchase		40			831			1,868
Interest on short-term borrowings		592			1,998			2,850
Interest on long-term debt		2,836			4,398			2,926
Total interest expense		19,082			22,719			22,441

NET INTEREST INCOME		37,664			33,203			27,187
Provision for loan losses		4,551			5,261			1,786

NET INTEREST INCOME AFTER PROVISION
FOR LOAN LOSSES		33,113			27,942			25,401

NONINTEREST INCOME
Service charges on deposit accounts		1,905			1,922			2,024
Trust and investment advisory fee income		3,218			3,737			4,355
Gains on loans held for sale		11,860			8,656			-
Gains (losses) on securities available for sale, net		2,070			653			-
Total other-than-temporary impairment losses		(2,224	)		(1,566	)		(130	)
Portion of loss recognized in other comprehensive
income		1,152			-			-
Net impairment losses		(1,072	)		(1,566	)		-
Commissions on investment sales		580			433			535
Fees on mortgages held for sale		1,044			1,440			-
Equity in earnings of affiliate		-			-			(303	)
Other service charges, commissions and fees		507			545			595
Bank-owned life insurance		489			469			450
Other operating income		311			615			176
Total noninterest income		20,912			16,904			7,832

NONINTEREST EXPENSE
Salaries and employees' benefits		28,042			25,376			13,557
Net occupancy and equipment expense		5,904			5,826			3,300
Advertising		760			917			535
Computer operations		1,290			1,110			1,075
Other real estate owned		3,819			1,286			-
Other taxes		587			642			637
Impairment of equity investments		-			-			5,012
Federal deposit insurance expense		2,051			513			89
Other operating expenses		6,409			6,929			5,250
Total noninterest expense		48,862			42,599			29,455

Income before income taxes		5,163			2,247			3,648
Income tax expense		64			444			584

NET INCOME	$	5,099		$	1,803		$	3,064
Net (income) loss attributable to non-
controlling interest		(1,577	)		757			-
Net income attributable to Middleberg Financial
Corporation		3,522			2,560			3,064
Amortization of discount on preferred stock		429			-			-
Dividends on preferred stock		987			-			-
Net income available to common shareholders		2,106			2,560			3,064

Earnings per share:
Basic	$	0.37		$	0.57		$	0.68
Diluted	$	0.37		$	0.56		$	0.67

See accompanying notes to the consolidated financial statements.

F-6

MIDDLEBURG FINANCIAL CORPORATION
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
Years Ended December 31, 2009, 2008 and 2007
(In thousands, except for share and per share data)

					Accumulated
					Other
					Compre-	Compre-	Non-
	Preferred	Common	Capital	Retained	hensive	hensive	Controlling
	Stock	Stock	Surplus	Earnings	Loss	Income	Interest	Total
Balance, December 31, 2006	$ - -	$ 11,264	$ 23,503	$ 44,139	$ (1,008)	$ - -	$ - -	$ 77,898

Comprehensive income:
Net income – 2007	- -	- -	- -	3,064	- -	$ 3,064	- -	3,064
Other comprehensive income net of tax:
Unrealized holding losses arising during the
period (net of tax, $54)	- -	- -	- -	- -	- -	(104)	- -	- -
Reclassification adjustment (net of tax, $44)	- -	- -	- -	- -	- -	86	- -	- -
Change in benefit obligation and plan
assets for defined benefit pension
plan (net of tax, $13)	- -	- -	- -	- -	- -	24	- -	- -
Other comprehensive income (net of tax, $3)	- -	- -	- -	- -	6	6	- -	6
Total comprehensive income	- -	- -	- -	- -	- -	$ 3,070	- -	- -

Cash dividends – 2007 ($0.76 per share)	- -	- -	- -	(3,430)	- -		- -	(3,430)
Share-based compensation	- -	- -	57	- -	- -		- -	57
Issuance of common stock (20,712 shares)	- -	52	257	- -	- -		- -	309

Balance, December 31, 2007	-	11,316	23,817	43,773	(1,002)		- -	77,904

Consolidation of subsidiary shares from
non-controlling interest	- -	- -	- -	- -	- -		3,472	3,472

Comprehensive loss:
Net income – 2008	- -	- -	- -	2,560	- -	$ 2,560	(757)	1,803
Other comprehensive loss net of tax:
Unrealized holding losses arising during the
period (net of tax, $742)	- -	- -	- -	- -	- -	(1,440)	- -	- -
Reclassification adjustment (net of tax, $311)	- -	- -	- -	- -	- -	602	- -	- -
Change in benefit obligation and plan
assets for defined benefit pension
plan (net of tax, $691)	- -	- -	- -	- -	- -	(1,341)	- -	- -
Other comprehensive loss (net of tax, $1,122)	- -	- -	- -	- -	(2,179)	(2,179)	- -	(2,179)
Total comprehensive income	- -	- -	- -	- -	- -	$ 381	- -	- -

Cash dividends – 2008 ($0.57 per share)	- -	- -	- -	(2,586)	- -		- -	(2,586)
Distributions to non-controlling interest	- -	- -	- -	- -	- -		(787)	(787)
Reduction due to change in pension measurement date	- -	- -	- -	(192)	- -		- -	(192)
Share-based compensation	- -	- -	64	- -	- -		- -	64
Issuance of common stock (8,000 shares)	- -	20	86	- -	- -		- -	106

F-7

Balance, December 31, 2008	$ - -	$ 11,336	$ 23,967	$ 43,555	$ (3,181)		$ 1,928	$ 77,605

Comprehensive income:
Net income – 2009	- -	- -	- -	3,522	- -	$ 3,522	$ 1,577	5,099
Other comprehensive income net of tax:
Unrealized holding losses arising during the
period (net of tax, $262)	- -	- -	- -	- -	- -	(510)	- -	- -
Reclassification adjustment (net of tax, $704)	- -	- -	- -	- -	- -	(1,366)	- -	- -
Unrealized losses on securities for which an
other-than-temporary impairment loss has
been recognized in earnings, net of tax of $364	- -	- -	- -	- -	- -	708	- -	- -
Change in benefit obligation and plan
assets for defined benefit pension
plan (net of tax, $966)	- -	- -	- -	- -	- -	1,875	- -	- -
Other comprehensive income (net of tax, $364)	- -	- -	- -	- -	707	707	- -	707
Total comprehensive income	- -	- -	- -	- -	- -	$ 4,229	- -	- -

Cash dividends:
Common stock ($0.48 per share)	- -	- -	- -	(2,955)	- -		- -	(2,955)
Preferred stock	- -	- -	- -	(987)	- -		- -	(987)
Distributions to non-controlling interest	- -	- -	- -	- -	- -		(458)	(458)
Share-based compensation	- -	- -	119	- -	- -		- -	119
Issuance of preferred stock and related warrants	21,571	- -	429	- -	- -		- -	22,000
Amortization of preferred stock discount	429	- -	- -	(429)	- -		- -	- -
Redemption of preferred stock	(22,000)	- -	- -	- -	- -		- -	(22,000)
Issuance of common stock (2,374,976 shares)	- -	5,937	18,292	- -	- -		- -	24,229

Balance, December 31, 2009	$ - -	$ 17,273	$ 42,807	$ 42,706	$ (2,474)		$ 3,047	$ 103,359

See Notes to Consolidated Financial Statements.

F-8

MIDDLEBURG FINANCIAL CORPORATION

Consolidated Statements of Cash Flows
Years Ended December 31, 2009, 2008 and 2007
(In Thousands)


	2009			2008			2007
Cash Flows from Operating Activities
Net income	$	3,522		$	2,560		$	3,064
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation		1,459			1,557			1,215
Amortization		390			523			545
Equity in distributions in excess of earnings
(undistributed earnings) of affiliate		115			- -			592
Non-controlling interest in earnings (losses) in
consolidated subsidiary		1,577			(757	)		- -
Provision for loan losses		4,551			5,261			1,786
Net (gain) loss on sale of securities available for sale		(2,070	)		(653	)		130
Other than temporary impairment loss		1,072			1,566			- -
Impairment of equity investment		- -			- -			5,012
Net loss on sale of assets		1			15			341
(Discount accretion) and premium amortization
on securities, net		294			136			(25	)
Deferred income tax provision		(708	)		(1,599	)		(2,320	)
Origination of loans held for sale		(939,751	)		(636,138	)		- -
Proceeds from sales of loans held for sale		946,902			643,744			- -
Net gains on sale of mortgages held for sale		(11,860	)		(8,656	)		- -
Share-based compensation		119			64			57
Net loss on sale of other real estate owned		183			653			- -
Valuation adjustment on other real estate owned		2,825			- -			- -
Increase in prepaid FDIC insurance		(6,923	)		- -			- -
Changes in assets and liabilities:
Increase in other assets		(1,665	)		(791	)		(446	)
Increase (decrease) in other liabilities		(710	)		773			666
Net cash provided by (used in) operating activities	$	(677	)	$	8,258		$	10,617

Cash Flows from Investing Activities
Proceeds from maturity, principal paydowns
and calls of investment securities	$	- -		$	155		$	557
Proceeds from maturity, principal paydowns
and calls of securities available for sale		24,612			16,324			24,729
Proceeds from sale of investment securities		- -			526			- -
Proceeds from sale of securities
available for sale		110,330			55,768			5,613
Purchase of securities available for sale		(133,811	)		(128,306	)		(23,206	)
Purchase of restricted stock		(259	)		(6,776	)		(12,785	)
Redemption of restricted stock		450			7,821			11,252
Proceeds from sale of equipment		- -			- -			3
Purchases of bank premises and equipment		(1,979	)		(3,719	)		(3,769	)
Net (increase) decrease in loans		18,098			(14,036	)		(75,728	)
Proceeds from sale of other real estate owned		2,710			195			- -
Investment by non-controlling interest in consolidated subsidiary		- -			376			- -
Proceeds from consolidation of subsidiary		- -			1,616
Purchase of bank-owned life insurance		(453	)		- -			(485	)
Net cash provided by (used in) investing activities	$	19,698		$	(70,056	)	$	(73,819	)

Cash Flows from Financing Activities
Net increase (decrease) in noninterest-bearing and interest-
bearing demand deposits and savings accounts	$	85,674		$	51,995		$	(20,500	)
Net increase (decrease) in certificates of deposit		(24,809	)		104,018			38,670
Increase (decrease) in securities sold under agreements
to repurchase		(5,479	)		(29,103	)		13,307
Increase (decrease) in federal funds purchased		- -			(500	)		500
Proceeds from short-term borrowings		383,885			907,861			421,500
Payments on short-term borrowings		(421,291	)		(949,974	)		(433,500	)
Proceeds from long-term debt		- -			16,000			63,000
Payments on long-term debt		(49,000	)		(20,000	)		(15,000	)
Distributions by subsidiary to non-controlling interest		(458	)		- -			- -
Payment of dividends on preferred stock		(987	)		- -			- -
Payment of dividends on common stock		(2,955	)		(3,441	)		(3,424	)
Net proceeds from issuance of preferred stock		22,000			- -			- -
Repayment of preferred stock		(22,000	)		- -			- -
Net proceeds from issuance of common stock		24,229			106			309
Net cash provided by (used in) financing activities	$	(11,191	)	$	76,962		$	64,862

Increase in cash and and cash equivalents	$	7,830		$	15,164		$	1,660

Cash and Cash Equivalents
Beginning		35,380			20,216			18,556

Ending	$	43,210		$	35,380		$	20,216

Supplemental Disclosures of Cash Flow Information
Cash payments for:
Interest paid to depositors	$	15,969		$	16,854		$	14,109
Interest paid on short-term obligations		741			2,290			4,740
Interest paid on long-term debt		3,030			4,452			2,622
	$	19,740		$	23,596		$	21,471

Income taxes	$	1,791		$	1,315		$	3,510

Supplemental Disclosure of Noncash Transactions
Unrealized loss on securities available for sale	$	(1,770	)	$	(1,269	)	$	(28	)
Pension liability adjustment	$	2,841		$	(2,032	)	$	37
Transfer of loans to other real estate owned	$	4,632		$	7,644		$	- -

F-9

MIDDLEBURG FINANCIAL CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Note 1.

Nature of Banking Activities and Significant Accounting Policies

Middleburg Financial Corporation (the “Company”)’s banking subsidiary, Middleburg Bank, grants commercial, financial, agricultural, residential and consumer loans to customers principally in Loudoun County, Fauquier County’s and Fairfax County, Virginia. The loan portfolio is well diversified and generally is collateralized by assets of the customers. The loans are expected to be repaid from cash flow or proceeds from the sale of selected assets of the borrowers. Middleburg Trust Company and Middleburg Investment Advisors, Inc., non-banking subsidiaries of Middleburg Financial Corporation, offer a comprehensive range of fiduciary and investment management services to individuals and businesses. Middleburg Financial Corporation has a controlling interest in Southern Tr ust Mortgage LLC, which originates and sells mortgages secured by personal residences primarily in the southeastern United States.

The accounting and reporting policies of the Company conform to U. S. generally accepted accounting principles and to accepted practice within the banking industry.

Principles of Consolidation

The consolidated financial statements of Middleburg Financial Corporation and its wholly owned subsidiaries, Middleburg Bank, Middleburg Investment Group, Inc., Middleburg Trust Company, Middleburg Investment Advisors, Inc., and Middleburg Bank Service Corporation include the accounts of all companies. Also included in the consolidation are Southern Trust Mortgage LLC and MFC Capital Trust II. The issued and outstanding interest of Southern Trust Mortgage not held by the Company is reported as Non-controlling Interest in Consolidated Subsidiary. Accounting Standards Codification Topic 810, Consolidation, requires that the Company no longer eliminate through consolidation the equity investment in MFC Capital Trust II, which approximated $155,000 f or each of the years ended December 31, 2009 and 2008. The subordinate debt of the trust preferred entity is reflected as a liability of the Company. All material intercompany balances and transactions have been eliminated in consolidation.

Securities

Investments in debt securities with readily determinable fair values are classified as either held to maturity, available for sale, or trading based on management’s intent. Currently all debt securities are classified as available for sale. Equity investments in the FHLB and the Federal Reserve Bank of Richmond are separately classified as restricted securities and are carried at cost. Available-for-sale securities are carried at estimated fair value with the corresponding unrealized gains and losses excluded from earnings and reported in other comprehensive income. Purchase premiums and discounts are recognized in interest income using the interest method over the terms of the securities.

F-10

Note 1.

Nature of Banking Activities and Significant Accounting Policies (Continued)

Securities (Continued)

Impairment of securities occurs when the fair value of a security is less than its amortized cost. For debt securities, impairment is considered other-than-temporary and recognized in its entirety in net income if either (i) the intent is to sell the security or (ii) it is more likely than not that it will be necessary to sell the security prior to recovery of its amortized cost. If, however, management’s intent is not to sell the security and it is not more than likely that management will be required to sell the security before recovery, management must determine what portion of the impairment is attributable to credit loss, which occurs when the amortized cost of the security exceeds the present value of the cash flows expected to be collected from the security. If there is no credit loss, the re is no other-than-temporary impairment. If there is a credit loss, other-than-temporary impairment exists and the credit loss must be recognized in net income and the remaining portion of impairment must be recognized in other comprehensive income.

For equity securities carried at cost as restricted securities, impairment is considered to be other-than-temporary based on our ability and intent to hold the investment until a recovery of fair value. Other-than-temporary impairment of an equity security results in a write-down that must be included in income. We regularly review each security for other-than-temporary impairment based on criteria that include the extent to which cost exceeds market price, the duration of that market decline, the financial health of and specific prospects for the issuer, our best estimate of the present value of cash flows expected to be collected from debt securities, the intention with regards to holding the security to maturity and the likelihood that we would be required to sell the security before recovery.

Loans

The Company’s subsidiary bank grants mortgage, commercial, and consumer loans to clients. A substantial portion of the loan portfolio is represented by mortgage loans throughout Loudoun County and Fauquier County, Virginia. The ability of the debtors to honor their contracts is dependent upon the real estate and general economic conditions in this area.

Loans that management has the intent and ability to hold for the foreseeable future or until maturity or pay-off generally are reported at their outstanding unpaid principal balances adjusted for charge-offs, the allowance for loan losses and any deferred fees or costs on originated loans. Interest income is accrued on the unpaid principal balance. Loan origination and commitment fees, net of certain direct loan origination costs are deferred and recognized as an adjustment of the loan yield over the life of the related loan.

The accrual of interest on mortgage and commercial loans is discontinued at the time the loan is 90 days delinquent unless the credit is well-secured and in the process of collection. Personal loans are typically charged off no later than 180 days past due. In all cases, loans are placed on nonaccrual or charged off at an earlier date if collection of principal or interest is considered doubtful.

All interest accrued but not collected for loans that are placed on nonaccrual or charged off is reversed against interest income. The interest on these loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

F-11

Note 1.

Nature of Banking Activities and Significant Accounting Policies (Continued)

Allowance for Loan Losses

The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to earnings. Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance.

The allowance for loan losses is evaluated on a regular basis by management and is based upon management’s periodic review of the collectibility of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral, and prevailing economic conditions. This evaluation is inherently subjective, since it requires estimates that are susceptible to significant revision as more information becomes available.

The allowance consists of specific, general, and unallocated components. The specific component relates to loans that are classified as either doubtful or substandard and that have been classified as impaired. For such loans that are also classified as impaired, an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan. The general component covers non-classified loans and is based on historical loss experience adjusted for qualitative factors. An unallocated component is maintained to cover uncertainties that could affect management’s estimate of probable losses. The unallocated component of the allowance reflects the margin of imprecision inherent in the und erlying assumptions used in the methodologies for estimating specific and general losses in the portfolio.

A loan is considered impaired when, based on current information and events, it is probable that the Company’s subsidiary bank will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the re asons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan by loan basis for commercial and construction loans by either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price, or the fair value of the collateral if the loan is collateral-dependent.

Large groups of smaller balance homogeneous loans are collectively evaluated for impairment. Accordingly, the Company’s subsidiary bank does not separately identify individual consumer and residential loans for impairment disclosures.

Mortgage Loans Held for Sale

Mortgage loans held for sale are carried at the lower of aggregate cost or fair value. The fair value of mortgage loans held for sale is determined using current secondary market prices for loans with similar coupons, maturities, and credit quality and fair value of loans committed at year-end.

Premises and Equipment

Land is carried at cost. Premises and equipment are stated at cost less accumulated depreciation. Depreciation of property and equipment is computed principally on the straight-line method over the following estimated useful lives:

F-12

Note 1. Nature of Banking Activities and Significant Accounting Policies (Continued)

	Years

Buildings and improvements	10-40
Furniture and equipment	3-15

Maintenance and repairs of property and equipment are charged to operations and major improvements are capitalized. Upon retirement, sale, or other disposition of property and equipment, the cost and accumulated depreciation are eliminated from the accounts and gain or loss is included in operations.

Other Real Estate

Real estate acquired by foreclosure is carried at fair market value less an allowance for estimated selling expenses on the future disposition of the property. Revenue and expenses from operations and changes in the valuation are included in the net expenses from other real estate.

Goodwill and Intangible Assets

Goodwill is subject to an annual assessment for impairment by applying a fair value-based test. Additionally, acquired intangible assets (such as customer relationships and non-compete agreements) are separately recognized and amortized over their useful life, ranging from 7 to 15 years.

Bank-Owned Life Insurance

The Company owns insurance on the lives of a certain group of key employees. The policies were purchased to help offset the increase in the costs of various fringe benefit plans, including healthcare. The cash surrender value of these policies is included as an asset on the consolidated balance sheets, and any increase in cash surrender value is recorded as other income on the consolidated statements of income. In the event of the death of an insured individual under these policies, the Company would receive a death benefit which would be recorded as other income.

Income Taxes

Deferred income tax assets and liabilities are determined using the balance sheet method. Under this method, the net deferred tax asset or liability is determined based on the tax effects of the temporary differences between the book and tax bases of the various balance sheet assets and liabilities and gives current recognition to changes in tax rates and laws.

When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying consolidated balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest and penalties associated with unrecognized tax benefits are classified as additional income taxes in the consolidated statements of income.

F-13

Note 1. Nature of Banking Activities and Significant Accounting Policies (Continued)

Trust Company Assets

Securities and other properties held by the Trust Company in a fiduciary or agency capacity are not assets of the Company and are not included in the accompanying consolidated financial statements.

Earnings Per Share

Basic earnings per share represents income available to common shareholders divided by the weighted-average number of common shares outstanding during the period. Diluted earnings per share reflects additional common shares that would have been outstanding if dilutive potential common shares had been issued, as well as any adjustment to income that would result from the assumed issuance. Potential common shares that may be issued by the Company relate solely to outstanding stock options and non-vested restricted stock awards, and are determined using the treasury stock method.

Cash and Cash Equivalents

For purposes of reporting cash flows, cash and cash equivalents include cash on hand, amounts due from banks and federal funds sold. Generally, federal funds are sold and purchased for one-day periods.

Use of Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for loan losses, goodwill and intangible assets, other real estate owned, other-than-temporary impairment of securities, pension plan assumptions, and the valuation of financial instruments.

Advertising Costs

The Company follows the policy of charging the costs of advertising to expense as incurred.

Comprehensive Income (Loss)

Accounting principles generally require that recognized revenue, expenses, gains, and losses be included in net income. Although certain changes in assets and liabilities, such as unrealized gains and losses on available-for-sale securities and pension liability adjustments, are reported as a separate component of the equity section of the consolidated balance sheets, such items, along with net income, are components of comprehensive income (loss).

Securities Sold Under Agreements to Repurchase

Securities sold under agreements to repurchase generally mature within one to four days from the transaction date. Securities sold under agreements to repurchase are reflected at the amount of cash received in connection with the transaction. The Company may be required to provide additional collateral based on the fair value of the underlying securities.

F-14

Note 1.

Nature of Banking Activities and Significant Accounting Policies (Continued)

Derivative Financial Instruments

The Company enters into commitments to originate mortgage loans whereby the interest rate on the loan is determined prior to funding (rate lock commitments). Rate lock commitments on mortgage loans that are intended to be sold are considered to be derivatives. The period of time between issuance of a loan commitment and closing and sale of the loan generally ranges from 30 to 120 days. The Company protects itself from changes in interest rates through the use of best efforts forward delivery commitments, whereby the Company commits to sell a loan at the time the borrower commits to an interest rate with the intent that the buyer has assumed interest rate risk on the loan. As a result, the Company is not exposed to losses and will not realize significant gains related to its rate lock commitments due to changes in interest rates. The c orrelation between the rate lock commitments and the best efforts contracts is very high due to their similarity.

Reclassifications

Certain reclassifications have been made to prior period balances to conform to current year provisions.

Transfers of Financial Assets

Transfers of financial assets are accounted for as sales when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Company, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and (3) the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity.

Stock-Based Employee Compensation Plan

At December 31, 2009, the Company had a stock-based employee compensation plan which is described more fully in Note 8. Compensation cost relating to share-based payment transactions is recognized in the consolidated financial statements. That cost is measured based on the fair value of the equity instruments issued. The Company recognized $119,000, $64,000, and $57,000 in compensation expense during 2009, 2008, and 2007, respectively, as a result of partially vested stock grants and vested stock options.

Recent Accounting Pronouncements

The Company adopted new guidance impacting Financial Accounting Standards Board (“FASB”) Topic 805: Business Combinations (Topic 805) on January 1, 2009. This guidance requires the acquiring entity in a business combination to recognize the full fair value of assets acquired and liabilities assumed in the transaction (whether a full or partial acquisition); establishes the acquisition-date fair value as the measurement objective for all assets acquired and liabilities assumed; requires expensing of most transaction and restructuring costs; and requires the acquirer to disclose to investors and other users all of the information needed to evaluate and understand the nature and financial effect of the busine ss combination. The adoption of the new guidance did not have a material impact on the Company’s consolidated financial statements.

F-15

Note 1. Nature of Banking Activities and Significant Accounting Policies (Continued)

Recent Accounting Pronouncements (Continued)

In April 2009, the FASB issued new guidance impacting Topic 805. This guidance addresses application issues raised by preparers, auditors, and members of the legal profession on initial recognition and measurement, subsequent measurement and accounting, and disclosure of assets and liabilities arising from contingencies in a business combination. This guidance was effective for business combinations entered into on or after January 1, 2009. This guidance did not have a material impact on the Company’s consolidated financial statements.

In December 2008, the FASB issued new guidance impacting FASB Topic 715-20: Compensation Retirement Benefits – Defined Benefit Plans – General. The objectives of this guidance are to provide users of the financial statements with more detailed information related to the major categories of plan assets, the inputs and valuation techniques used to measure the fair value of plan assets, and the effect of fair value measurements using significant unobservable inputs (Level 3) on changes in plan assets for the period, as well as how investment allocation decisions are made, including the factors that are pertinent to an understanding of investment policies and strategies. The disclosures about plan assets required by this guidance are included in Note 9 of the CompanyR 17;s consolidated financial statements.

In April 2009, the FASB issued new guidance impacting FASB Topic 820: Fair Value Measurements and Disclosures (Topic 820). This interpretation provides additional guidance for estimating fair value when the volume and level of activity for the asset or liability have significantly decreased. This also includes guidance on identifying circumstances that indicate

a transaction is not orderly and requires additional disclosures of valuation inputs and techniques in interim periods and defines the major security types that are required to be disclosed. This guidance was effective for interim and annual periods ending after June 15, 2009, and should be applied prospectively. The adoption of the standard did not have a material impact on the Company’s consolidated financial statements

In April 2009, the FASB issued new guidance impacting FASB Topic 320-10: Investments – Debt and Equity Securities. This guidance amends GAAP for debt securities to make the guidance more operational and to improve the presentation and disclosure of other-than-temporary impairments on debt and equity securities in the financial statements. This guidance was effective for interim and annual periods ending after June 15, 2009, with earlier adoption permitted for periods ending after March 15, 2009. The Company did not have any cumulative effect adjustment related to the adoption of this guidance and the additional disclosures required are included in the consolidated Statements of Income and in Note 2 to these consolidated financial statements.

In August 2009, the FASB issued new guidance impacting Topic 820. This guidance is intended to reduce ambiguity in financial reporting when measuring the fair value of liabilities. This guidance was effective for the first reporting period (including interim periods) after issuance and had no impact on the Company’s consolidated financial statements.

In June 2009, the FASB issued new guidance relating to the accounting for transfers of financial assets. The new guidance, which was issued as Statement of Financial Accounting Standards (“SFAS”) No. 166, Accounting for Transfers of Financial Assets, an amendment to SFAS No. 140, was adopted into Codification in December 2009 through the issuance of Accounting Standards Updated (ASU) 2009-16. The new standard provides guidance to improve the relevance, representational faithfulness, and comparability of the information that an entity provides in its financial statements about a transfer of financial assets; the effects of a transfer on its financial position, financial performance, and cash flows; and a transferor’s continuing involvement, if any , in transferred financial assets. The Company will adopt the new guidance in 2010 and is evaluating the impact it will have, if any, on its consolidated financial statements.

F-16

Note 1.

Nature of Banking Activities and Significant Accounting Policies (Continued)

Recent Accounting Pronouncements(Continued)

In June 2009, the FASB issued new guidance relating to the variable interest entities. The new guidance, which was issued as SFAS No. 167, Amendments to FASB Interpretation No. 46(R), was adopted into Codification in December 2009. The objective of the guidance is to improve financial reporting by enterprises involved with variable interest entities and to provide more relevant and reliable information to users of financial statements. SFAS No. 167 is effective as of January 1, 2010. The Company does not expect the adoption of the new guidance to have a material impact on its consolidated financial statements.

In June 2009, the FASB issued Accounting Standards Update (“ASU”) No. 2009-01, Topic 105 - Generally Accepted Accounting Principles - FASB Accounting Standards Codification™ and the Hierarchy of Generally Accepted Accounting Principles. The Codification is the single source of authoritative nongovernmental U.S. generally accepted accounting principles (GAAP). The Codification does not change current GAAP, but is intended to simplify user access to all authoritative GAAP by providing all the authoritative literature related to a particular topic in one place. Rules and interpretive releases of the SEC under federal securities laws are also sources of authoritative GAAP for SEC registrants. The Company adopted this standard for the annual reporting period ending October 31, 2009. &# 160;The adoption of this standard did not have a material impact on the Company’s results of operations or financial position.

In October 2009, the FASB issued ASU 2009-15, Accounting for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance or Other Financing. ASU 2009-15 amends Subtopic 470-20 to expand accounting and reporting guidance for own-share lending arrangements issued in contemplation of convertible debt issuance. ASU 2009-15 is effective for fiscal years beginning on or after December 15, 2009, and interim periods within those fiscal years for arrangements outstanding as of the beginning of those fiscal years. The Company does not expect the adoption of ASU 2009-15 to have a material impact on its consolidated financial statements.

In January 2010, the FASB issued ASU 2010-01, Equity (Topic 505): Accounting for Distributions to Shareholders With Components of Stock and Cash – a consensus of the FASB Emerging Issues Task Force. ASU 2010-01 clarifies that the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a potential limitation on the total amount of cash that all shareholders can elect to receive in the aggregate is considered a share issuance that is reflected in EPS prospectively and is not a stock dividend. ASU 2010-01 is effective for interim and annual periods ending on or after December 15, 2009 and should be applied on a retrospective basis. The Company does no t expect the adoption of ASU 2010-01 to have a material impact on its consolidated financial statements.

In January 2010, the FASB issued ASU 2010-02, Consolidation (Topic 810): Accounting and Reporting for Decreases in Ownership of a Subsidiary – a Scope Clarification. ASU 2010-02 amends Subtopic 810-10 to address implementation issues related to changes in ownership provisions, including clarifying the scope of the decrease in ownership and additional disclosures. ASU 2010-02 is effective beginning in the period that an entity adopts Statement 160. If an entity has previously adopted Statement 160, ASU 2010-02 is effective beginning in the first interim or annual reporting period ending on or after December 15, 2009, and should be applied retrospectively to the first period Statement 160 was adop ted. The Company does not expect the adoption of ASU 2010-02 to have a material impact on its consolidated financial statements.

F-17

Note 1.

Nature of Banking Activities and Significant Accounting Policies (Continued)

Recent Accounting Pronouncements(Continued)

In January 2010, the FASB issued ASU 2010-04, Accounting for Various Topics – Technical Corrections to SEC Paragraphs. ASU 2010-04 makes technical corrections to existing SEC guidance, including the following topics: accounting for subsequent investments, termination of an interest rate swap, issuance of financial statements - subsequent events, use of residential method to value acquired assets other than goodwill, adjustments in assets and liabilities for holding gains and losses, and selections of discount rate used for measuring defined benefit obligation. The Company does not expect the adoption of ASU 2010-04 to have a material impact on its consolidated financial statements.

In January 2010, the FASB issued ASU 2010-05, Compensation – Stock Compensation (Topic 718): Escrowed Share Arrangements and the Presumption of Compensation. ASU 2010-05 updates existing guidance to address the SEC staff’s views on overcoming the presumption that for certain shareholders escrowed share arrangements represent compensation. The Company does not expect the adoption of ASU 2010-05 to have a material impact on its consolidated financial statements.

In January 2010, the FASB issued ASU No. 2010-06, Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures About Fair Value Measurements. ASU 2010-06 amends Subtopic 820-10 to clarify existing disclosures, require new disclosures, and include conforming amendments to guidance on employers’ disclosures about postretirement benefit plan assets. ASU 2010-06 is effective for interim and annual periods beginning after December 15, 2009, except for disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal ye ars. The Company does not expect the adoption of ASU 2010-06 to have a material impact on its consolidated financial statements.

In February 2010, the FASB issued ASU 2010-08, Technical Corrections to Various Topics. ASU 2010-08 clarifies guidance on embedded derivatives and hedging. ASU 2010-08 is effective for interim and annual periods beginning after December 15, 2009. The Company does not expect the adoption of ASU 2010-08 to have a material impact on its consolidated financial statements.

Note 2.

Securities

Amortized costs and fair values of securities available for sale as of December 31, 2009 and 2008, are summarized as follows:

	2009
			Gross		Gross
	Amortized		Unrealized		Unrealized			Fair
	Cost		Gains		Losses			Value
	(In Thousands)
Available for Sale
U.S. Treasury securities	$	3,084	$	3	$	-		$	3,087
Obligations of states and
political subdivisions		70,586		228		(1,770	)		69,044
Mortgage-backed securities:
Agency		89,933		949		(642	)		90,240
Non-agency		10,348		38		(447	)		9,939
Corporate preferred stock		39		-		(5	)		34
Corporate securities		100		4		-			104
Trust-preferred securities		2,357		-		(2,106	)		251
Total	$	176,447	$	1,222	$	(4,970	)	$	172,699

F-18

Note 2.

Securities (Continued)

	2008
			Gross		Gross
	Amortized		Unrealized		Unrealized			Fair
	Cost		Gains		Losses			Value
	(In Thousands)
Available for Sale
Obligations of states and
political subdivisions	$	64,251	$	241	$	(4,569	)	$	59,923
Mortgage-backed securities:
Agency		107,376		2,372		(89	)		109,659
Non-agency		1,728		-		(103	)		1,625
Corporate preferred stock		39		-		(9	)		30
Corporate securities		50		-		(5	)		45
Trust-preferred securities		3,430		1,211		(1,027	)		3,614
Total	$	176,874	$	3,824	$	(5,802	)	$	174,896

The amortized cost and fair value of securities available for sale as of December 31, 2009, by contractual maturity are shown below. Maturities may differ from contractual maturities in corporate and mortgage-backed securities because the securities and mortgages underlying the securities may be called or repaid without any penalties. Therefore, these securities are not included in the maturity categories in the following maturity summary.

	December 31, 2009
	Amortized		Fair
	Cost		Value

	(In Thousands)
Due in one year or less	$	3,549	$	3,557
Due after one year through
five years		7,265		7,130
Due after five years through
ten years		36,474		35,709
Due after ten years		26,382		25,735
Mortgage-backed securities		100,281		100,179
Corporate preferred		39		34
Other		2,457		355
Total	$	176,447	$	172,699

Proceeds from sales of securities during 2009, 2008, and 2007 were $110,330,000, $56,294,000, and $5,613,000, respectively. Gross gains of $3,061,000, $822,000, and $0 and gross losses of $991,000, $169,000, and $130,000 were realized on those sales, respectively. Additionally, $1,072,000, $1,566,000, and $0 in losses were recognized for impaired securities in 2009, 2008, and 2007, respectively. The tax expense (benefit) applicable to these net realized gains and losses amounted to $339,000, $(310,000), and $(44,000), respectively.

The carrying value of securities pledged to qualify for fiduciary powers, to secure public monies and for other purposes as required by law amounted to $80,545,000 and $120,081,000 at December 31, 2009 and 2008, respectively.

F-19

Note 2.

Securities (Continued)

At December 31, 2009 and 2008, investments in an unrealized loss position that are temporarily impaired are as follows (in thousands):

	2009
	Less than Twelve Months					Twelve Months or Greater					Total
			Gross					Gross					Gross
	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
2009	Value		Losses			Value		Losses			Value		Losses

Obligations of states and
political subdivisions	$	31,312	$	(639	)	$	20,143	$	(1,131	)	$	51,455	$	(1,770	)
Mortgage backed securities:
Agency		44,590		(642	)		-		-			44,590		(642	)
Non-agency		6,601		(447	)		-		-			6,601		(447	)
Corporate preferred stock		-		-			34		(5	)		34		(5	)
Trust-preferred securities		-		-			252		(2,106	)		252		(2,106	)

Total	$	82,503	$	(1,728	)	$	20,429	$	(3,242	)	$	102,932	$	(4,970	)

	2008
	Less than Twelve Months					Twelve Months or Greater					Total
			Gross					Gross					Gross
	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
2008	Value		Losses			Value		Losses			Value		Losses

Obligations of states and
political subdivisions	$	43,843	$	(3,918	)	$	4,439	$	(651	)	$	48,282	$	(4,569	)
Mortgage backed securities:
Agency		17,460		(22	)		3,420		(67	)		20,880		(89	)
Non-agency		1,625		(103	)		-		-			1,625		(103	)
Corporate preferred stock		30		(9	)		-		-			30		(9	)
Corporate securities		45		(5	)		-		-			45		(5	)
Trust-preferred securities		1,665		(788	)		453		(239	)		2,118		(1,027	)

Total	$	64,668	$	(4,845	)	$	8,312	$	(957	)	$	72,980	$	(5,802	)

Certain of the other debt securities are related to corporate securities. For these investments within the scope of ASC 320 Investments – Debt and Equity Securities at acquisition, the Company evaluates current available information in estimating the future cash flows of these securities and determines whether there have been favorable or adverse changes in estimated cash flows from the cash flows previously projected. The Company considers the structure and term of the pool and the financial condition of the underlying issuers. Specifically, the evaluation

F-20

incorporates factors such as interest rates and appropriate risk premiums, the timing and amount of interest and principal payments and the allocation of payments to the various note classes. Current estimates of cash flows are based on the most recent trustee reports, announcements of deferrals or defaults, expected future default rates and other relevant market information. The Company analyzed the cash flow characteristics of these securities.

The Company has identified three other than temporarily impaired (“OTTI”) securities within its portfolio and recognizes the credit related losses through the consolidated statements of income, and the non-credit related losses through other comprehensive income (“OCI”). During the years ended December 31, 2009 and 2008, the Company recognized credit related impairment losses of $1,072,000 and $1,566,000 on trust-preferred securities included within a collateralized debt obligation held by the Company.

F-21

Note 2.

Securities (Continued)

The following table provides further information on these three securities as of December 31, 2009 (in thousands):

						Cumulative	Amount of
		Current			Estimated	Other	OTTI		Expected
	Tranche	Moody's	Par	Book	Fair	Comprehensive	Related to	Institutions	Default	Expected	Lag
Security	Level	Ratings	Value	Value	Value	Loss	Credit Loss	Performing	Rate	Recovery	(Yrs)
MM Community Funding LTD	Class B	Ca	$1,000	$606	$30	$576	$394	11	1.20%	15%	1
MM Community Funding LTD	Class B	Ca	$1,000	$606	$30	$576	$394	11	1.20%	15%	1
Preferred Term XXII	Class D	NR	$1,979	-	-	-	$284	74	0.75%	15%	2

						$1,152	$1,072

The Company also has the following investments in trust-preferred securities not considered permanently impaired as of December 31, 2009 (in thousands):

						Cumulative
		Current			Estimated	Other			Expected
	Tranche	Moody's	Par	Book	Fair	Comprehensive	Institutions	Deferrals/	Default	Expected	Lag
Security	Level	Ratings	Value	Value	Value	Loss	Performing	Defaults	Rate	Recovery	(Yrs)
Preferred Term IV	Mezzanine	Ca	$244	$244	$29	$215	4	2.10%	0.75%	15%	2
Preferred Term V	Mezzanine	C	$689	$693	$83	$610	2	3.60%	0.75%	15%	2
MM Community Funding LTD	Class A	B1	$208	$208	$79	$129	11	12.66%	1.20%	15%	1

At December 31, 2009, the Company concluded that no other adverse change in cash flows occurred during the year and did not consider any other securities other-than-temporarily impaired. Based on this analysis and because the Company does not intend to sell these securities and it is more likely than not the Company will not be required to sell these securities before recovery of amortized cost basis, which may be at maturity, and, for debt securities related to corporate securities, determined that there was no other adverse change in the cash flows as viewed by a market participant, the Company does not consider the investments in these assets to be other-than-temporarily impaired at December 31, 2009. However, there is a risk that this review could result in recognition of other-than-temporary impairment charges in the future.

Of the temporarily impaired securities, 74 are investment grade, five are speculative grade and two are non-rated. Obligations of states and political subdivisions make up the largest amount of temporarily impaired securities. The speculative grade securities are asset-backed securities that are collateralized by trust preferred issuances of financial institutions. One of the non-rated securities is issued by a local municipality within the Company’s market. The other non-rated security is issued by a corporate note and has a par value of $39,000. This security has a temporary impairment of $5,000. Market prices change daily and are affected by conditions beyond the control of the Company. Although the Company has the ability to hold these securities until the temporary loss is recovered, decisions by management may necessitate the sale before the loss is fully recovered. Investment decisions reflect the strategic asset/liability objectives of the Company. The investment portfolio is analyzed frequently by the Company and managed to provide an overall positive impact to the Company’s income statement and balance sheet.

F-22

Note 2.

Securities (Continued)

The Company’s investment in FHLB stock totaled $5,091,000 at December 31, 2009. FHLB stock is generally viewed as a long-term investment and as a restricted security which is carried at cost because there is no market for the stock other than the FHLB or member institutions. Therefore, when evaluating FHLB stock for impairment, its value is based on the ultimate recoverability of the par value rather than by recognizing temporary declines in value. Despite the FHLB’s temporary suspension of repurchases of excess capital stock in 2009, the Company does not consider this investment to be other-than-temporarily impaired at December 31, 2009, and no impairment has been recognized. FHLB stock is shown in restricted securities on the balance sheet and is not part to the available-for-s ale portfolio.

Note 3.

Loans, Net

The consolidated loan portfolio was composed of the following:

	2009		2008
	(In Thousands)
Real estate loans:
Construction	$	72,934	$	106,063
Secured by farmland		2,491		2,522
Secured by 1-4 family residential		267,713		271,896
Other real estate loans		240,729		228,755
Commercial loans		43,367		44,195
Consumer loans		16,907		18,801
All other loans		138		163
Total loans		644,279		672,395
Less: Allowance for loan losses		9,185		10,020

Net loans	$	635,094	$	662,375

The Company had $45.0 and $40.3 million in mortgages held for sale at December 31, 2009 and 2008, respectively.

Note 4.

Allowance for Loan Losses

Changes in the allowance for loan losses are summarized as follows:

	2009			2008			2007
	(In Thousands)
Balance, beginning	$	10,020		$	7,093		$	5,582
Southern Trust Mortgage Consolidation		-			1,238			-
Provision charged to operations expense		4,551			5,262			1,786
Recoveries added to the allowance		98			46			64

Loan losses charge to allowance		(5,484	)		(3,619	)		(339	)

Balance, end of period	$	9,185		$	10,020		$	7,093

At December 31, 2009, 2008, and 2007, loans that are impaired are as follows:

	2009		2008		2007
	(In Thousands)

Impaired loans with a related allowance	$	12,282	$	11,339	$	5,127
Impaired loans without a related allowance		10,441		12,052		2,812
Related allowance for loan losses		1,731		1,006		459
Average recorded balance of impaired loans		22,740		23,530		7,419
Interest income recognized		1,225		1,344		482

Note 4.

Allowance for Loan Losses (Continued)

The Company had $2.9 million, $2.0 million and $2.0 million in non-accrual loans excluded from the impaired loan disclosure at December 31, 2009, 2008 and 2007, respectively. If interest on these loans had been accrued, such income would have approximated $207,000, $156,000 and $77,000 as of December 31, 2009, 2008 and 2007, respectively. There were $908,000, $540,000 and $30,000 in loans 90 days past due and still accruing interest on December 31, 2009, 2008 and 2007, respectively.

Note 5.

Premises and Equipment, Net

Premises and equipment consists of the following:

	2009			2008
	(In Thousands)

Land	$	2,379		$	2,379
Facilities		17,165			17,078
Furniture, fixtures, and equipment		11,563			11,360
Construction in process and deposits on equipment		5,522			3,871
		36,629			34,688
Less accumulated depreciation		(13,123	)		(11,701	)
	$	23,506		$	22,987

Depreciation expense was $1,459,000, $1,557,000, and $1,215,000 for the years ended December 31, 2009, 2008, and 2007, respectively.

Pursuant to the terms of non-cancelable lease agreements in effect at December 31, 2009, pertaining to banking premises and equipment, future minimum rent commitments (in thousands) under various operating leases are as follows:

2010	$	2,325
2011		2,255
2012		1,954
2013		1,893
2014		1,861
Thereafter		19,654

	$	29,942

Rent expense was $2,704,000, $2,698,000, and $1,409,000 for the years ended December 31, 2009, 2008, and 2007, respectively.

Note 6.

Deposits

The Company has developed an interest bearing product that integrates the use of the cash within client accounts at Middleburg Trust Company for overnight funding at Middleburg Bank. The overall balance of this product was $44,509,000 million and $48,118,000 million at December 31, 2008 and 2007, respectively, and is partially reflected in the interest-bearing demand deposits and partially reflected in securities sold under agreements to repurchase amounts on the balance sheet.

F-23

The aggregate amount of jumbo time deposits, each with a minimum denomination of $100,000, was approximately $159,991,000 and $133,837,000 at December 31, 2009 and 2008, respectively.

Note 6.

Deposits (Continued)

At December 31, 2009, the scheduled maturities of time deposits (in thousands) are as follows:

2010	$	209,451
2011		52,102
2012		28,626
2013		5,141
2014		6,149
	$	301,469

At December 31, 2009 and 2008, overdraft demand deposits reclassified to loans totaled $138,000 and $163,000, respectively.

At December 31, 2009, one depositor, with $38.9 million, was approximately 5 percent of the total deposits at Middleburg Bank.

Middleburg Bank obtains certain deposits through the efforts of third-party brokers. At December 31, 2009 and 2008, brokered deposits totaled $64.0 million and $107.5 million, respectively, and were included in time deposits on the Company’s financial statements.

Note 7.

Borrowings

The Company has a $262,320,000 line of credit with the Federal Home Loan Bank of Atlanta available for short- and long-term borrowings. Advances on the line are secured by all of the Company’s first lien residential real estate loans on one-to-four-unit, single-family dwellings; home equity lines of credit; and eligible commercial real estate loans. As of December 31, 2009, the book value of these loans totaled approximately $273,195,000. The amount of the available credit is limited to 75 percent of qualifying collateral for the first lien residential real estate loans, 50 percent of qualifying home equity lines of credit, and 50 percent of the eligible commercial real estate loans. Any borrowings in excess of the qualifying collateral require pledging of additional assets.

Short-term borrowings serve to meet short-term liquidity needs. The outstanding balance and related information are summarized as follows (in thousands):

F-24

	Federal Funds Purchased			Securities Sold Under Agreements to Repurchase			Short-term Borrowings
At December 31:
2009	$	-		$	17,199		$	3,538
2008		-			22,678			40,944
2007		500			51,781			22,000
Weighted-average interest rate at year-end:
2009		-	%		0.16	%		5.00	%
2008		-			0.48			2.56
2007		4.25			3.29			5.08
Maximum amount outstanding at any month's end:
2009	$	-		$	25,210		$	50,719
2008		-			58,688			92,512
2007		1,000			55,736			97,400
Average amount outstanding during the year:
2009	$	-		$	21,122		$	15,513
2008		397			40,924			44,983
2007		447			43,769			51,659
Weighted-average interest rate during the year:
2009		-	%		0.19	%		3.82	%
2008		2.77			2.03			4.42
2007		5.59			4.27			5.47

Note 7.

Borrowings (Continued)

Southern Trust Mortgage has a $25,000,000 revolving line of credit with a regional bank that is primarily used to fund its mortgages held for sale. Middleburg Bank guarantees the balance of this loan up to $10,000,000. At December 31, 2009, these lines had an outstanding balance of $3,538,000 and are included in total short-term borrowings. The lines of credit are based on the London Inter-Bank Offered Rate (“LIBOR”). The weighted-average interest rate on Southern Trust Mortgage’s lines of credit at December 31, 2009, was 5.00 percent.

Southern Trust Mortgage also has a $50,000,000 line of credit for financing mortgage notes it originates until such time the mortgage notes can be sold and a $5,000,000 line of credit for operating purposes with Middleburg Bank, of which $40,816,000 million and $3,365,000 million, respectively, was outstanding at December 31, 2009. These lines of credit are eliminated in the consolidation process and are not reflected in the consolidated financial statements of the Company.

The Company’s long-term debt with the Federal Home Loan Bank of $35,000,000 at

December 31, 2009, matures in 2010. At December 31, 2009, the interest rates ranged from 4.50 percent to 4.78 percent and the weighted-average rate was 4.61 percent. The Company’s long-term debt with the Federal Home Loan Bank was $84,000,000 at December 31, 2008. The weighted-average interest rate on long-term debt at December 31, 2008 was 4.33 percent.

The contractual maturities of the Company’s long-term debt are as follows:

	2009
	(In thousands)
Due in 2010	$	35,000

F-25

The Company also has a line of credit with the Federal Reserve Bank of Richmond of $37,039,000, of which there was no outstanding balance at December 31, 2009.

The Company has an additional $18 million in lines of credit available from other institutions at December 31, 2009.

Note 8.

Stock-Based Compensation Plan

The Company sponsored one stock-based compensation plan, the 2006 Equity Compensation Plan, which provides for the granting of stock options, stock appreciation rights, stock awards, performance share awards, incentive awards, and stock units. The 2006 Equity Compensation Plan was approved by the Company’s shareholders at the Annual Meeting held on April 26, 2006, and has succeeded the Company’s 1997 Stock Incentive Plan. Under the plan, the Company may grant stock-based compensation to its directors, officers, employees, and other persons the Company determines have contributed to the profits or growth of the Company. The Company may grant awards with respect to up to 250,000 shares of common stock under the 2006 Equity Compensation Plan.

In June 2008 and March 2007, the Company granted 9,051 and 3,974 shares of restricted stock service awards (non-vested shares), respectively. The requisite service period for the awards is three years, vesting at 25 percent on the first and second anniversary of the awards and 50 percent on the third anniversary of the awards. For the years ended December 31, 2009, 2008, and 2007, the Company recorded $94,000, $64,000, and $57,000, respectively, in compensation expense for restricted stock awards. The Company also granted 12,881 and 3,974 shares of restricted stock performance awards (non-vested shares) in December 2008 and March 2007, respectively. These grants vest based on the target level reached over a three-year period. Performance standards for these awards have not yet been met and, as such, no expense has been recorded.

F-26

Note 8.

Stock-Based Compensation Plan (Continued)

The following table summarizes restricted stock service awards awarded under the 2006 Equity Compensation Plan at December 31.

	2009							2008
	Shares			Weighted-Average Grant Date Fair Value		Aggregate Intrinsic Value		Shares			Weighted-Average Grant Date Fair Value		Aggregate Intrinsic Value
Non-vested at the
beginning of the year		10,602		$	24.04				3,508		$	32.30
Granted		-			-		9,051		21.66
Vested		(2,850	)		24.62				(877	)		32.30
Forfeited		-			-				(1,080	)		24.22
Non-vested at end of
the year		7,752		$	23.82	$	94,000		10,602		$	24.04	$155,000

December 31, 2009, there was $146,000 of total unrecognized compensation expense related to the non-vested service awards under the 2006 Equity Compensation Plan.

The following table summarizes restricted stock performance awards awarded under the 2006 Equity Compensation Plan at December 31.

	2009						2008
	Shares		Weighted-Average Grant Date Fair Value		Aggregate Intrinsic Value		Shares			Weighted-Average Grant Date Fair Value		Aggregate Intrinsic Value
Non-vested at the
beginning of the year		16,078	$	18.11				3,508		$	32.30
Granted		-		-		12,881		14.59
Vested		-		-		-		-
Forfeited		-		-				(311	)		32.30
Non-vested at end of
the year		16,078	$	18.11	$	195,000		16,078		$	18.11	$235,000

F-27

Note 8.

Stock-Based Compensation Plan (Continued)

The weighted-average remaining contractual term for non-vested grants at December 31, 2009 and 2008, was 1.2 and 2.2 years, respectively. No restricted stock was granted during the year ended December 31, 2009. The weighted-average grant-date fair value of restricted stock awarded during the year ended December 31, 2008 was $14.59. As of December 31, 2009, there was $279,000 of total unrecognized compensation expense related to the non-vested service awards under the 2006 Equity Compensation Plan.

The Company sponsors a stock-based compensation plan, administered by a committee, under which incentive stock options may be granted periodically to certain employees. The Company recorded compensation expense of $25,000 for the year ended December 31, 2009. No compensation expense was recorded for the years ended December 31, 2008 and 2007. The total income tax benefit related to stock-based compensation was $2,000, $12,000 and $72,000 in 2009, 2008, and 2007, respectively. Shares issued in connection with stock option exercises may be issued from available treasury shares or from market purchases.

Options are granted to certain employees at prices equal to the market value of the stock on the date the options are granted. Options vest over a three-year time period over which 25 percent vests on each of the first and second anniversaries of the grant and 50 percent on the third anniversary of the grant. The effects are computed using option pricing models, using the following weighted-average assumptions for options granted during 2009 as of grant date: 1) a risk-free interest rate of 2.26 percent, 2) a dividend yield of 2.51 percent, 3) volatility of $26.71 percent and 4) an expected option life of 9.72 years. As of December 31, 2009, there was $107,000 in unrecognized compensation cost related to unvested share-based compensation awards granted. No options were granted during 2008 or 2007.

The following table summarizes options outstanding under the 1997 Stock Incentive Plan at the end of the reportable periods. The weighted-average remaining contractual term for options outstanding and exercisable at December 31, 2009 and 2008, was 2.6 years and 2.9 years, respectively.

Options outstanding at December 31 are summarized as follows:

	2009					2008					2007
				Weighted-					Weighted-					Weighted-
				Average					Average					Average
				Exercise					Exercise					Exercise
	Shares			Price		Shares			Price		Shares			Price
Outstanding at
beginning of year		158,380		$	19.80		166,380		$	19.41		186,880		$	18.52
Granted		77,263			14.00		-			-		-			-
Exercised		(8,100	)		12.06		(8,000	)		11.75		(20,000	)		10.63
Forfeited		(43,335	)		12.87		-			-		(500	)		37.00
Outstanding at end
of year		184,208		$	19.34		158,380		$	19.80		166,380		$	19.41
Options exercisable
at year end		112,500		$	22.74		158,380		$	19.80		166,380		$	19.41
Weighted average
fair value of
options granted				$	1.84				$	-				$	-

The total intrinsic value of options exercised during the years ended December 31, 2009, 2008, and 2007 was $6,000, $34,000, and $216,000, respectively. There was no aggregate intrinsic value of options outstanding at December 31, 2009.

F-28

Note 8.

Stock-Based Compensation Plan (Continued)

As of December 31, 2009, options outstanding and exercisable are summarized as follows:

Range of				Remaining
Exercise		Options		Contractual		Options
Prices		Outstanding		Life		Exercisable

$	10.63		12,500		1.0		12,500
	22.75		55,000		2.3		55,000
	22.00		34,000		3.3		34,000
	37.00		3,000		3.8		3,000
	39.40		8,000		4.1		8,000
	14.00		66,708		9.2		-
	14.00		5,000		9.8		-
$	10.63-$39.40		184,208		2.6		112,500

Note 9.

Employee Benefit Plans

The Company has a noncontributory, defined benefit pension plan covering substantially all full-time employees of Middleburg Bank, Middleburg Trust Company, and Middleburg Investment Advisors. The Company funds pension costs in accordance with the funding provisions of the Employee Retirement Income Security Act. Benefit accruals and eligibility were frozen as of December 31, 2009. This had the effect of reducing the Projected Benefit Obligation by an estimated $1,577,000, which was recorded as a curtailment gain in 2009.

Information about the plan follows:

	2009			2008			2007
	(In Thousands)
Change in Benefit Obligation
Benefit obligation, beginning of year	$	7,139		$	5,965		$	5,052
Service cost		872			1,013			742
Interest cost		423			463			302
Actuarial loss (gain)		(865	)		(31	)		143
Benefits paid		(585	)		(271	)		(274	)
Curtailment gain		(1,577	)		-			-
Benefit obligation, end of year		5,407			7,139			5,965

Change in Plan Assets
Fair value of plan assets, beginning of year		3,481			4,961			4,683
Actual return on plan assets		1,217			(1,540	)		552
Employer contributions		784			331			-
Benefits paid		(585	)		(271	)		(274	)
Fair value of plan assets, ending		4,897			3,481			4,961

Funded Status, recognized as accrued benefit
cost included in other liabilities		(510	)		(3,658	)		(1,004	)

Amounts Recognized in Accumulated
Other Comprehensive Loss
Net loss	$	-		$	3,034		$	1,008
Prior service costs		-			(193	)		(195	)
Net obligation at transition		-			-			(4	)
Deferred income tax benefit		-			(966	)		(275	)
Total amount recognized in accumulated
other comprehensive loss	$	-		$	1,875		$	534

F-29

Note 9. Employee Benefit Plans (Continued)

The accumulated benefit obligation for the defined benefit pension plan was $5,407,000, $5,127,000, and $4,115,000 at December 31, 2009, 2008, and 2007, respectively.

	2009			2008			2007
	(In Thousands)

Components of Net Periodic Benefit Cost
Service cost	$	872		$	810		$	742
Interest cost		423			371			302
Expected return on plan assets		(329	)		(438	)		(396	)
Amortization of prior service cost		(193	)		(1	)		(1	)
Amortization of net obligation
at transition		-			(4	)		(4	)
Recognized net gain due to curtailment		(424	)		-			-
Recognized net actuarial loss		128			23			29
Net periodic benefit cost	$	477		$	761		$	672

Other Change in Plan Assets and Benefit
Obligations Recognized in Accumulated Other
Comprehensive (Income) Loss
Net (gain) loss	$	(3,034	)	$	2,027		$	(42	)
Amortization of prior service cost		193			1			1
Amortization of net obligation at transition		-			4			4
Deferred income tax expense (benefit)		966			(691	)		13
Total recognized in other comprehensive (income) loss	$	(1,875	)	$	1,341		$	(24	)
Total recognized in net periodic benefit costs
and other comprehensive (income) loss	$	(1,398	)	$	2,102		$	648


Adjustment to Retained Earnings Due to
Change in Measurement Date
Service cost				$	202
Interest cost					93
Expected return on plan assets					(109	)
Recognized net actuarial loss					6
Net periodic benefit cost		N/A		$	192			N/A

Weighted-Average Assumptions for Benefit		2009			2008			2007
Obligations
Discount rate		6.00	%		6.25	%		6.00	%
Expected return on plan assets		8.00	%		8.50	%		8.50	%
Rate of compensation increase		4.00	%		4.00	%		4.00	%

Weighted-Average Assumptions for Net Periodic		2009			2008			2007
Benefit Costs
Discount rate		6.00	%		6.00	%		6.00	%
Expected return on plan assets		8.00	%		8.50	%		8.50	%
Rate of compensation increase		4.00	%		4.00	%		4.00	%

F-30

Note 9.

Employee Benefit Plans (Continued)

Long-Term Rate of Return (Continued)

The plan sponsor selects the expected long-term rate of return on assets assumption in consultation with their investment advisors and actuary. This rate is intended to reflect the average rate of earnings expected to be earned on the funds invested to provide plan benefits. Historical performance is reviewed with respect to real rates of return (net of inflation) for the major asset classes held or anticipated to be held by the trust, and for the trust itself. Undue weight is not given to recent experience that may not continue over the measurement period, with higher significance placed on current forecasts of future long-term economic conditions.

Because assets are held in a qualified trust, anticipated returns are not reduced for taxes. Further, solely for this purpose, the plan is assumed to continue in force and not terminate during the period in which assets are invested. However, consideration is given to the potential impact of current and future investment policy, cash flow into and out of the trust, and expenses (both investment and non-investment) typically paid from plan assets to the extent such expenses are not explicitly estimated within periodic cost.

Discount Rate

The process used to select the discount rate assumption takes into account the benefit cash flow and the segment yields on high-quality corporate bonds that would be available to provide for the payment of the benefit cash flow. A single effective discount rate, rounded to the nearest 0.25 percent, is then established that produces an equivalent discounted present value.

Asset Allocation

The pension plan’s weighted-average asset allocations at December 31, 2009, and 2008, by asset category are as follows:

	2009			2008

Mutual funds - fixed income		38	%		32	%
Mutual funds - equity		61	%		63	%
Cash and equivalents		1	%		5	%
Total		100	%		100	%

The trust fund is sufficiently diversified to maintain a reasonable level of risk without imprudently sacrificing return, with a targeted asset allocation of 40 percent fixed income and 60 percent equities. The investment manager selects investment fund managers with demonstrated experience and expertise and funds with demonstrated historical performance for the implementation of the plan’s investment strategy. The investment manager will consider both actively and passively managed investment strategies and will allocate funds across the classes to develop an efficient investment structure.

It is the responsibility of the trustee to administer the investments of the trust within reasonable costs, being careful to avoid sacrificing quality. These costs include, but are not limited to, management and custodial fees, consulting fees, transaction costs, and other administrative costs chargeable to the trust.

F-31

Note 9.

Employee Benefit Plans (Continued)

The following table sets forth by level, within the fair value hierarchy, the plan’s assets at fair value as of December 31, 2009:

	December 31, 2009
	Level I		Level II		Level III		Total
Assets:
Cash and cash equivalents	$	49	$	-	$	-	$	49
Mutual funds - equity		2,976		-		-		2,976
Mutual funds - fixed income		1,872		-		-		1,872

Total assets at fair value	$	4,897	$	-	$	-	$	4,897

Cash and cash equivalents

The fair value approximates the carrying value.

Mutual funds

The fair value of equity and fixed income mutual funds is valued at the net asset value of shares held at year-end.

The Company plans to contribute $6,000 to its pension plan in fiscal year 2010. The Company does not expect to contribute additional funds to its pension plan in 2010.

Estimated future benefit payments (in thousands), which reflect expected future service, as appropriate, are as follows:

2010	$	151
2011		160
2012		218
2013		239
2014		241
2015-2019		1,611

	$	2,620

401(k) Plan

The Company has a 401(k) plan whereby a majority of employees participate in the plan. Employees may contribute up to 100 percent of their compensation subject to certain limits based on federal tax laws. The Company makes matching contributions equal to 50 percent of the first 6 percent of an employee’s compensation contributed to the plan. Matching contributions vest to the employee equally over a five-year period. For the years ended December 31, 2009, 2008, and 2007, expense attributable to the plan amounted to $219,000, $233,000, and $210,000, respectively.

Deferred Compensation Plans

Two deferred compensation plans were adopted for the CEO, the President, and one Executive Officer of the Company. Benefits are to be paid in monthly installments commencing at retirement and ending upon the death of the officer. The agreement provides that if employment is terminated for reasons other than death or disability prior to age 65, the amount

F-32

of benefits would be reduced. The deferred compensation expense for 2009 and 2008, based on the present value of the retirement benefits, was $175,000 and $382,000, respectively. During 2009, the Plan assumptions were modified, which resulted in a benefit of $198,000 being recognized. The plans are unfunded; however, life insurance has been acquired on the life of the employees in amounts sufficient to help meet the costs of the obligations.

F-33

Note 10.

Income Taxes

The Company files income tax returns in the U.S. federal jurisdiction and the state of Virginia and various other states. With few exceptions, the Company is no longer subject to U.S. federal or state income tax examinations by tax authorities for years prior to 2006.

The Company believes it is more likely than not that the benefit of deferred tax assets will be realized. Consequently, no valuation allowance for deferred tax assets is deemed necessary at December 31, 2009 and 2008, in view of certain tax strategies, coupled with the anticipated future taxable income as evidenced by the Company’s earnings potential.

Net deferred tax assets consist of the following components as of December 31, 2009 and 2008:

			2009		2008
			(In Thousands)
Deferred tax assets:
	Allowance for loan losses		$	2,865	$	2,746
	Deferred Compensation			470		565
	Investment in affiliate			950		1,501
	Accrued pension costs			173		912
	Securities available for sale			1,275		673
	Other-than-temporary impairment			941		576
	Other real estate owned			554		290
	Other			589		289
		.		7,817		7,522

Deferred tax liabilities:
	Deferred loan costs, net		$	248	$	334
	Property and equipment			356		348
	Total gross deferred tax liabilities			604		682

	Net deferred tax assets		$	7,213	$	6,870

The provision for income taxes charged to operations for the years ended December 31, 2009, 2008, and 2007, consists of the following:

	2009			2008			2007
	(In Thousands)

Current tax expense	$	772		$	2,043		$	2,904
Deferred tax benefit		(708	)		(1,599	)		(2,320	)
Total income tax provision	$	64		$	444		$	584

The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income for the years ended December 31, 2009, 2008, and 2007, due to the following:

	2009			2008			2007
	(In Thousands)

Computed "expected" tax expense	$	1,219		$	1,021		$	1,240
Increase (decrease) in income taxes
resulting from:
Tax-exempt interest income		(1,086	)		(663	)		(589	)
Other, net		(69	)		86			(67	)
	$	64		$	444		$	584

F-34

Note 11.

Related Party Transactions

The Company’s subsidiary bank has had, and may be expected to have in the future, banking transactions in the ordinary course of business with directors, principal officers, their immediate families and affiliated companies in which they are principal stockholders (commonly referred to as related parties), on the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with others. These persons and firms were indebted to the subsidiary bank for loans totaling $6,952,000 and $5,419,000 at December 31, 2009 and 2008, respectively. During 2009, total principal additions were $3,547,000 and total principal payments were $2,014,000. These same persons and firms had accounts with the subsidiary bank for deposits totaling $9,907,000 and $6,143,000 at December 31, 2009 and 2008, respectively.

Note 12.

Contingent Liabilities and Commitments

In the normal course of business, there are outstanding various commitments and contingent liabilities, which are not reflected in the accompanying consolidated financial statements. The Company does not anticipate any material loss as a result of these transactions.

See Note 15 with respect to financial instruments with off-balance-sheet risk.

The Company must maintain a reserve against its deposits in accordance with Regulation D of the Federal Reserve Act. For the final weekly reporting period in the years ended December 31, 2009 and 2008, the aggregate amount of daily average required reserves was approximately $2,536,000 and $1,022,000, respectively.

Note 13.

Earnings Per Share

The following shows the weighted-average number of shares used in computing earnings per share and the effect on weighted-average number of shares of diluted potential common stock. Potential dilutive common stock had no effect on income available to common stockholders.

	2009				2008				2007
			Per				Per				Per
			Share				Share				Share
	Shares		Amount		Shares		Amount		Shares		Amount

Earnings per share, basic		5,629,426	$	0.37		4,528,073	$	0.57		4,506,251	$	0.68

Effect of dilutive securities:
Stock options		967				26,362				71,943

Earnings per share, diluted		5,630,393	$	0.37		4,554,435	$	0.56		4,578,194	$	0.67

In 2009, 2008, and 2007, options to purchase 225,578, 100,500, and 11,500 common shares, respectively, ranging in price from $10.63 to $39.40 were not included in the calculation of earnings per share because they would have been antidilutive. In 2009, 104,101 warrants to purchase common shares with an exercise price of $15.85 and 7,752 shares of restricted stock ranging in price from $14.59 to $32.30 were not included in the calculation of earnings per share because to do so would have been anti-dilutive.

F-35

Note 14.

Retained Earnings

Transfers of funds from the banking subsidiary to the Parent Company in the form of loans, advances, and cash dividends are restricted by federal and state regulatory authorities. Federal regulations limit the payment of dividends to the sum of a bank’s current net income and retained net income of the two prior years. During the year ended December 31, 2009, the Company required and received approval from federal and state regulatory authorities to transfer amounts in the excess of dividend restrictions.

Note 15.

Financial Instruments With Off-Balance-Sheet Risk and Credit Risk

The Company is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers and to reduce its own exposure to fluctuations in interest rates. These financial instruments include commitments to extend credit, standby letters of credit, and interest rate swaps. Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the balance sheet. The contract or notional amounts of those instruments reflect the extent of involvement the Company has in particular classes of financial instruments.

The Company's exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments.

A summary of the contract amount of the Company's exposure to off-balance-sheet risk as of December 31, 2009 and 2008, is as follows:

	2009		2008
	(In Thousands)

Financial instruments whose contract
amounts represent credit risk:
Commitments to extend credit	$	84,628	$	95,211
Standby letters of credit		1,974		1,851

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customer's creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on management's credit evaluation of the counterparty. Collateral held varies but may include accounts receivable, inventory, property and equipment, and income-producing commercial pro perties.

Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support public and private borrowing arrangements, including commercial paper, bond financing, and similar transactions. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. The Company holds certificates of deposit, deposit accounts, and real estate as collateral supporting those commitments for which collateral is deemed necessary.

F-36

The Company has approximately $13,315,000 in deposits in financial institutions in excess of amounts insured by the Federal Deposit Insurance Corporation (FDIC) at December 31, 2009.

Note 16.

Fair Value Measurements

The Company adopted ASC 820, Fair Value Measurements, on January 1, 2008, to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. ASC 820 clarifies that fair value of certain assets and liabilities is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants.

ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. The three levels of the fair value hierarchy under ASC 820 based on these two types of inputs are as follows:

Level I:

Quoted prices are available in active markets for identical assets or liabilities as of the reported date.

Level II:

Pricing inputs are other than the quoted prices in active markets, which are either directly or indirectly observable as of the reported date. The nature of these assets and liabilities includes items for which quoted prices are available but traded less frequently and items that are fair-valued using other financial instruments, the parameters of which can be directly observed.

Level III:

Assets and liabilities that have little to no pricing observability as of the reported date. These items do not have two-way markets and are measured using management’s best estimate of fair value, where the inputs into the determination of fair value require significant management judgment or estimation.

The following describes the valuation techniques used by the Company to measure certain financial assets and liabilities recorded at fair value on a recurring basis in the consolidated financial statements:

F-37

Note 16.

Fair Value Measurements (Continued)

Securities Available for Sale

Fair values for securities available for sale are determined by obtaining quoted prices on nationally recognized securities exchanges or matrix pricing, which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities’ relationship to other benchmark-quoted securities. In 2009, collateralized debt obligation securities that are backed by trust-preferred securities issued by banks, thrifts, and insurance companies (TRUPS) were categorized as Level II instruments.

The market for the TRUPS at December 31, 2008, was not active and markets for similar securities were also not active. Given conditions in the debt markets at that time and the absence of observable transactions in the secondary and new issue markets, the Company determined fair values for floating rate trust-preferred securities using a discounted cash flow technique. This approach maximized the use of relevant observable inputs and minimized the use of unobservable inputs which the Company believed would be equally or more representative of fair value than the market approach valuation technique. The TRUPS were classified within Level III of the fair value hierarchy because significant adjustments were required to determine fair value at December 31, 2008

The Company utilized an independent third-party vendor to assist in the valuation process for these TRUPS. Cash flows were estimated based upon the contractual cash flows of each instrument. The discount rate utilized in the calculation was based on the spread to the swap curve for a single-issuer, investment-grade bank trust-preferred issue for which actual trades could be observed plus or minus a ratings-based adjustment for credit quality. At December 31, 2008, the discount margin (before adjustment) was 423 basis points. A ratings-based adjustment which ranged from -50 basis points for a AAA-rated security to 550 basis points for a CC-rated security was then added to the discount margin. The Company did not assume any prepayments for the next five years, followed by a 20 perce nt conditional prepayment rate for one year and then 5 percent thereafter. All deferrals and defaults were treated the same with 100 percent loss severity. The Company also assumed that additional deferrals would occur over the next two years in an amount which would bring the cumulative defaults to 20 percent. These were the key assumptions utilized in calculating discounted cash flows for fair value disclosures.

Note 16.

Fair Value Measurements (Continued)

The following table presents the balances of financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2009.

	December 31, 2009
	Level I		Level II		Level III		Total
	(in thousands)
Assets:
U.S. Treasury securities	$	-	$	3,087	$	-	$	3,087
Obligations of states and
political subdivisions		-		65,937		3,107		69,044
Mortgage-backed securities;
Agency		-		90,231		9		90,240
Non-agency		-		9,939		-		9,939
Corporate preferred stock		-		34		-		34
Corporate securities		-		104		-		104
Trust-preferred securities		-		251		-		251


	December 31, 2008
	Level I		Level II		Level III		Total
Assets:	(in thousands)
Obligations of states and
political subdivisions	$	-	$	57,132	$	2,791	$	59,923
Mortgage-backed securities;
Agency		-		109,659		-		109,659
Non-agency		-		-		1,625		1,625
Corporate preferred stock		-		30		-		30
Corporate securities		-		45		-		45
Trust-preferred securities		-		-		3,614		3,614

The table below presents a reconciliation and statements of income classification of gains and losses for all assets measured at fair value on a recurring basis using significant unobservable inputs (Level III) for the years ended December 31, 2009 and 2008:

	Available for Sale Securities
	(In Thousands)

Balance, December 31, 2007	$	-
Total realized and unrealized gains (losses):
Included in earnings		-
Included in other comprehensive income		1,266
Purchases, sales, issuances and settlements, net		-
Transfers in and (out) of Level III		6,764
Balance December 31, 2008	$	8,030
Total realized and unrealized gains (losses):
Included in earnings		(1,072	)
Included in other comprehensive income		299
Purchases, sales, issuances and settlements, net		14,457
Transfers in and (out) of Level III		(18,598	)
Balance December 31, 2009	$	3,116

Note 16.

Fair Value Measurements (Continued)

The following table summarizes changes in unrealized gains and losses recorded in earnings for the year ended December 31, 2008, for Level III assets that were still held at December 31, 2009 and 2008.

	Available for Sale Securities
	(In Thousands)
Net unrealized gain on securities	$	-	$	1,266
Total	$	-	$	1,266

Certain financial assets and certain financial liabilities are measured at fair value on a nonrecurring basis; that is, the instruments are not measured at fair value on a recurring basis but are subject to fair value adjustments in certain circumstances. Adjustments to the fair value of these assets usually result from the application of lower-of-cost-or-market accounting or impairment of individual assets.

The following describes the valuation techniques used by the Company to measure certain financial assets recorded at fair value on a nonrecurring basis in the consolidated financial statements:

F-38

Loans Held for Sale

Loans held for sale are carried at the lower of cost or market value. These loans currently consist of one-to-four-family residential loans originated for sale in the secondary market. Fair value is based on the price secondary markets are currently offering for similar loans using observable market data which is not materially different than cost due to the short duration between origination and sale (Level II). As such, the Company records any fair value adjustments on a nonrecurring basis. No nonrecurring fair value adjustments were recorded on loans held for sale during the years ended December 31, 2009 and 2008. Gains and losses on the sale of loans are recorded within income from mortgage banking on the consolidated statements of income.

Impaired Loans

Loans are designated as impaired when, in the judgment of management based on current information and events, it is probable that all amounts due according to the contractual terms of the loan agreement will not be collected. The measurement of loss associated with impaired loans can be based on either the observable market price of the loan or the fair value of the collateral. Fair value is measured based on the value of the collateral securing the loans. Collateral may be in the form of real estate or business assets including equipment, inventory, and accounts receivable. The vast majority of the collateral is real estate. The value of real estate collateral is determined utilizing an income or market valuation approach based on an appraisal conducted by an independent, license d appraiser outside of the Company using observable market data (Level II). However, if the collateral is a house or building in the process of construction or if an appraisal of the real estate property is over two years old, then the fair value is considered Level III. The value of business equipment is based upon an outside appraisal if deemed significant, or the net book value on the applicable business’ financial statements if not considered significant using observable market data. Likewise, values for inventory and accounts receivables collateral are based on financial statement balances or aging reports (Level III). Impaired loans allocated to the Allowance for Loan Losses are measured at fair value on a nonrecurring basis. Any fair value adjustments are recorded in the period incurred as provision for loan losses on the consolidated statements of income.

Note 16.

Fair Value Measurements (Continued)

	December 31, 2009
	Level I		Level II		Level III		Total
	(in thousands)
Assets:
Impaired loans	$	-	$	10,551	$	-	$	10,551
Mortgages held for sale		-		45,010		-		45,010



	December 31, 2008
	Level I		Level II		Level III		Total
Assets:	(in thousands)
Impaired loans	$	-	$	10,333	$	-	$	10,333
Mortgages held for sale		-		40,301		-		40,301

Other Real Estate Owned

The value of other real estate owned is determined utilizing an income or market valuation approach based on an appraisal conducted by an independent, licensed appraiser outside of the

F-39

Company using observable market data (Level II). Any fair value adjustments are recorded in the period incurred as loss on other real estate owned on the consolidated statements of income.

The following table summarizes the Company’s non-financial assets that were measured at fair value on a nonrecurring basis during the period.

	December 31, 2009
	Level I		Level II		Level III		Total
Assets:	(in thousands)
Other real estate owned	$	-	$	6,511	$	-	$	6,511


	December 31, 2008
	Level I		Level II		Level III		Total
Assets:	(in thousands)
Other real estate owned	$	-	$	7,597	$	-	$	7,597

The fair value of a financial instrument is the current amount that would be exchanged between willing parties, other than in a forced liquidation. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for the Company’s various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument. U.S. generally accepted accounting principles excludes certain financial i nstruments and all non-financial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company.

F-40

Note 16.

Fair Value Measurements (Continued)

Other Real Estate Owned (Continued)

The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value:

Cash and Cash Equivalents

For those cash equivalents, the carrying amount is a reasonable estimate of fair value.

Loans, Net and Loans Held for Sale

For variable-rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying values. The fair value is estimated by discounting future cash flows using current market inputs at which loans with similar terms and qualities would be made to borrowers of similar credit quality. Where quoted market prices were available, primarily for certain residential mortgage loans, such market rates were utilized as estimates for fair value.

Accrued Interest Receivable and Payable

The carrying amounts of accrued interest approximate fair values.

Deposits

The fair value of demand deposits, savings accounts, and certain money market deposits is the amount payable on demand at the reporting date. For all other deposits, the fair value is determined using the discounted cash flow method. The discount rate was equal to the rate currently offered on similar products.

Securities Sold Under Agreements to Repurchase and Short-Term Debt

The carrying amounts approximate fair values.

Long-Term and Subordinated Debt

For variable rate long-term debt, fair values are based on carrying values. For fixed rate debt, fair values are estimated based on observable market prices and discounted cash flow analysis using interest rates for borrowings of similar remaining maturities and characteristics. The fair values of the Company's Subordinated Debentures are estimated using discounted cash flow analyses based on the Company's current incremental borrowing rates for similar types of borrowing arrangements.

Off-Balance-Sheet Financial Instruments

The fair value of commitments to extend credit is estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties. For fixed-rate loan commitments, fair value also considers the difference between current levels of interest rates and the committed rates. The fair value of standby letters of credit is based on fees currently charged for similar agreements or on the estimated cost to terminate them or otherwise settle the obligations with the counterparties at the reporting date. At December 31, 2009 and 2008, the fair values of loan commitments and standby letters of credit were deemed immaterial; therefore, they have not been included in the table below.

F-41

Note 16.

Fair Value Measurements (Continued)

The estimated fair values, and related carrying amounts, of the Company's financial instruments are as follows:

	2009				2008
	Carrying		Fair		Carrying		Fair
	Amount		Value		Amount		Value
	(In Thousands)
Financial assets:
Cash and cash equivalents	$	43,210	$	43,210	$	35,380	$	35,380
Securities		178,924		178,924		181,312		181,312
Loans		680,105		693,464		702,651		710,322
Accrued interest receivable		3,842		3,842		3,800		3,800

Financial liabilities:
Deposits	$	763,263	$	769,695	$	744,782	$	755,084
Securities sold under agreements
to repurchase		59,584		59,584		22,678		22,678
Short-term debt		3,538		3,538		40,944		40,944
Long-term debt		35,000		35,078		84,000		84,298
Trust preferred capital notes		5,155		5,167		5,155		5,155
Accrued interest payable		1,495		1,495		2,153		2,153

The Company assumes interest rate risk (the risk that general interest rate levels will change) as a result of its normal operations. As a result, the fair values of the Company's financial instruments will change when interest rate levels change and that change may be either favorable or unfavorable to the Company. Management attempts to match maturities of assets and liabilities to the extent believed necessary to minimize interest rate risk. However, borrowers with fixed rate obligations are less likely to prepay in a rising rate environment and more likely to prepay in a falling rate environment. Conversely, depositors who are receiving fixed rates are more likely to withdraw funds before maturity in a rising rate environment and less likely to do so in a falling rate environment. & #160;Management monitors rates and maturities of assets and liabilities and attempts to minimize interest rate risk by adjusting terms of new loans and deposits and by investing in securities with terms that mitigate the Company's overall interest rate risk.

Note 17.

Capital Requirements

The Company, on a consolidated basis, and Middleburg Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s and Bank’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and Middleburg Bank must meet specific capital guidelines that involve quantitative measures of the Company's and Middleburg Bank’s assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The capital amounts and classification are als o subject to qualitative judgments by the regulators about components, risk weightings, and other factors. Prompt corrective action provisions are not applicable to bank holding companies.

Quantitative measures established by regulation to ensure capital adequacy require the Company and Middleburg Bank to maintain minimum amounts and ratios (set forth in the table below) of total and Tier 1 capital to risk-weighted assets, and of Tier 1 capital to average assets. Management believes, as of December 31, 2009 and 2008, that the Company and Middleburg Bank meet all capital adequacy requirements to which they are subject.

F-42

Note 17.

Capital Requirements (Continued)

As of December 31, 2009, the most recent notification from the Federal Reserve Bank categorized Middleburg Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, an institution must maintain minimum total risk-based, Tier 1 risk-based, and Tier 1 leverage ratios as set forth in the table. There are no conditions or events since that notification that management believes have changed the institution's category.

The Company’s and Middleburg Bank’s actual capital amounts and ratios are also presented in the following table.

											Minimum
											To Be Well
											Capitalized Under
						Minimum Capital					Prompt Corrective
	Actual					Requirement					Action Provisions
	Amount		Ratio			Amount		Ratio			Amount		Ratio
	(Amount in Thousands)
As of December 31, 2009:
Total Capital (to Risk-
Weighted Assets):
Consolidated	$	113,284		15.1	%	$	60,194		8.0	%		N/A		N/A
Middleburg Bank		107,825		14.4	%	$	60,003		8.0	%	$	75,003		10.0	%
Tier 1 Capital (to Risk-
Weighted Assets):
Consolidated	$	104,302		13.9	%	$	30,097		4.0	%		N/A		N/A
Middleburg Bank		98,863		13.2	%	$	30,001		4.0	%	$	45,002		6.0	%
Tier 1 Capital (to
Average Assets):
Consolidated	$	104,302		10.4	%	$	40,112		4.0	%		N/A		N/A
Middleburg Bank		98,863		9.9	%	$	40,040		4.0	%	$	50,049		5.0	%

As of December 31, 2008:
Total Capital (to Risk-
Weighted Assets):
Consolidated	$	88,691		11.5	%	$	61,698		8.0	%		N/A		N/A
Middleburg Bank	$	86,929		11.3	%	$	61,543		8.0	%	$	76,928		10.0	%
Tier 1 Capital (to Risk-
Weighted Assets):
Consolidated	$	79,042		10.3	%	$	30,846		4.0	%		N/A		N/A
Middleburg Bank	$	77,304		10.1	%	$	30,768		4.0	%	$	46,152		6.0	%
Tier 1 Capital (to
Average Assets):
Consolidated	$	79,042		8.4	%	$	37,639		4.0	%		N/A		N/A
Middleburg Bank	$	77,304		8.2	%	$	37,618		4.0	%	$	47,022		5.0	%

F-43

Note 18.

Goodwill and Intangible Assets

Goodwill is not amortized, but is tested at least annually for impairment by the Company. Based on the testing for impairment of goodwill and intangible assets, there were no impairment charges for 2009, 2008, or 2007. Identifiable intangible assets are being amortized over the period of expected benefit, which ranges from 7 to 15 years. Goodwill and intangible assets relate to the Company’s acquisition of Middleburg Trust Company and Middleburg Investment Advisors and the consolidation of Southern Trust Mortgage. Information concerning goodwill and intangible assets is presented in the following table:

	December 31, 2009				December 31, 2008
	Gross				Gross
	Carrying		Accumulated		Carrying		Accumulated
	Value		Amortization		Value		Amortization

Identifiable intangibles	$	3,734,000	$	2,491,834	$	3,734,000	$	2,278,928
Unamortizable goodwill		5,289,213		-		5,289,213		-

Amortization expense of intangible assets for each of the three years ended December 31, 2009, 2008, and 2007 totaled $212,906, $338,000, and $338,000, respectively. Estimated amortization expense of identifiable intangibles for the years ended December 31 follows:

2010	$	171,333
2011		171,333
2012		171,333
2013		171,333
2014		171,333
Thereafter		385,501
	$	1,242,166

Note 19.

Trust-Preferred Capital Notes

On December 12, 2003, MFC Capital Trust II, a wholly owned subsidiary of the Company, was formed for the purpose of issuing redeemable Capital Securities. On December 19, 2003, $5 million of trust-preferred securities were issued through a pooled underwriting totaling approximately $344 million. The securities have a LIBOR-indexed floating rate of interest.

During 2009, the interest rates ranged from 3.13 percent to 6.32 percent. For the year ended December 31, 2009, the weighted-average interest rate was 3.79 percent. The securities have a mandatory redemption date of January 23, 2034, and are subject to varying call provisions beginning January 23, 2009. The principal asset of the trust is $5.2 million of the Company’s junior subordinated debt securities with like maturities and like interest rates to the Capital Securities.

The trust-preferred securities may be included in Tier 1 capital for regulatory capital adequacy determination purposes up to 25 percent of Tier 1 capital after its inclusion. The portion of the trust-preferred securities not considered as Tier 1 capital may be included in Tier 2 capital. On December 31, 2009, all of the Company’s trust-preferred securities are included in Tier I capital.

The obligations of the Company with respect to the issuance of the Capital Securities constitute a full and unconditional guarantee by the Company of the trusts’ obligations with respect to the Capital Securities.

F-44

Subject to certain exceptions and limitations, the Company may elect from time to time to defer interest payments on the junior subordinated debt securities, which would result in a deferral of distribution payments on the related Capital Securities.

Note 20.

Consolidation of Southern Trust Mortgage

In February 2008, Middleburg Bank approved a $5 million line of credit to Southern Trust Mortgage. The line of credit is secured by residential construction loans. As a result of the extension of credit, the Company was deemed to be the primary beneficiary as defined in ASC Topic 810, Consolidations. Accordingly, the Company consolidated the assets, liabilities, revenues, and expenses of Southern Trust Mortgage and reflected the issued and outstanding interest not held by the Company in its consolidated financial statements as Non-controlling Interest in Consolidated Subsidiary. Prior periods were not restated to reflect that accounting treatment and may affect comparability.

In May 2008, Middleburg Bank acquired the membership interest units of one of the partners of Southern Trust Mortgage for $1.6 million. As a result, the Company’s ownership interest exceeded 50 percent of the issued and outstanding membership units. At December 31, 2009, the Company owned 57.1 percent of the issued and outstanding membership interest units of Southern Trust Mortgage, through its subsidiary, Middleburg Bank.

The following table presents unaudited pro forma consolidated financial information for 2007. The pro forma information assumes consolidation at December 31, 2007, is based on the Company’s ownership at that date of 41.8 percent. The unaudited pro forma information is presented solely for informational purposes and is not intended to represent or be indicative of the consolidated results of operations or financial position that the Company would have reported had this transaction been completed as of the dates and for the periods indicated, nor is the information necessarily indicative of future results.

	Year Ended
(Unaudited Pro Formas)	December 31,
	2007

REVENUES:
Interest income	$	54,958
Other income		22,972
Total income	$	77,930

EXPENSES:
Interest expense		27,465
Provision for loan losses		2,812
Other		44,708
Total operating expenses	$	74,985

Income (loss) before income tax expense (benefit)		2,945
Non-controlling interest		703
Provision for income taxes		584

Net income	$	3,064

Total assets	$	907,140
Capital expenditures		3,903
Goodwill and identified intangibles		6,384

F-45

Note 21. Condensed Financial Information – Parent Corporation Only

BALANCE SHEET

	December 31,
	2009			2008
	(In Thousands)
ASSETS
Cash on deposit with subsidiary bank	$	3,759		$	194
Money market fund		6			3
Investment securities available for sale		34			30
Investment in subsidiaries		94,725			75,711
Goodwill		5,289			5,289
Intangible assets, net		1,242			1,455
Other assets		473			1,277

TOTAL ASSETS	$	105,528		$	83,959

LIABILITIES
Trust-preferred capital notes	$	5,155			5,155
Other liabilities		61		$	3,127
TOTAL LIABILITIES		5,216			8,282

SHAREHOLDERS' EQUITY
Common stock		17,273			11,336
Capital surplus		42,807			23,967
Retained earnings		42,706			43,555
Accumulated other comprehensive loss, net		(2,474	)		(3,181	)
TOTAL SHAREHOLDERS' EQUITY		100,312			75,677

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	105,528		$	83,959

F-46

Note 21. Condensed Financial Information – Parent Corporation Only (Continued)

STATEMENT OF INCOME

	Year Ended December 31,
	2009			2008			2007
	(In Thousands)
INCOME:
Dividends from subsidiaries	$	2,360		$	2,670		$	4,138
Interest and dividends from investments		4			6			7
Management fees from subsidiaries		40			40			40
Other income (loss)		(40	)		(65	)		(71	)
Total income	$	2,364		$	2,651		$	4,114

EXPENSES:
Salaries and employee benefits	$	132		$	234		$	238
Amortization		213			358			358
Legal and professional fees		293			104			120
Printing and supplies		1			-			1
Directors fees		68			74			58
Interest expense		191			317			425
Other		92			394			602
Total expenses	$	990		$	1,481		$	1,802

Income before all allocated tax benefits and
undistributed (distributions in excess of)
income of subsidiaries		1,374		$	1,170		$	2,312

Income tax (benefit)	$	(365	)	$	(378	)	$	(624	)

Income before equity in undistributed income
of subsidiaries		1,739			1,548			2,936
Equity in undistributed (distributions in excess of)
income of subsidiaries		1,783			1,012			128
Net income		3,522			2,560			3,064

F-47

Note 21.

Condensed Financial Information – Parent Corporation Only (Continued)

CONDENSED STATEMENT OF CASH FLOWS

	December 31
	2009			2008			2007
CASH FLOWS FROM OPERATING ACTIVITIES	(In Thousands)
Net income	$	3,522		$	2,560		$	3,064
Adjustments to reconcile net income to
net cash provided by operating activities:
Amortization		213			358			358
Equity in (undistributed) distribution excess of		(2,548	)		(255	)		(128	)
earnings of subsidiaries
Non-controlling interest in losses of consolidated subsidiary		1,577			(757	)		-
Gain on sale of securities available for sale					-			-
Share-based compensation		119			64			57
Deferred income taxes		929			(11	)		(7	)
(Increase) decrease in other assets		1,535			(72	)		(41	)
Increase (decrease) in defined benefit pension		(3,032	)		34			(37	)
Increase (decrease) in other liabilities		(34	)		47			103
Net cash provided by operating activities		2,281			1,968			3,369

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of securities available for sale		-			39			-
Investment in subsidiary bank		(19,000	)		-			-
Net cash provided by (used in) investing activities		(19,000	)		39			-

CASH FLOWS FROM FINANCING ACTIVITIES
Net proceeds from issuance of common stock		24,229			106			309
Net proceeds from issuance of preferred stock		22,000			-			-
Repayment of preferred stock		(22,000	)		-			-
Cash dividends paid on preferred stock		(987	)		-			-
Cash dividends paid on common stock		(2,955	)		(3,441	)		(3,424	)
Net cash provided by (used in) financing activities		20,287			(3,335	)		(3,115	)

Increase (decrease) in cash and cash equivalents		3,568			(1,328	)		254

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		197			1,525			1,271

CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	3,765		$	197		$	1,525

F-48

Note 22. Segment Reporting

The Company has three reportable segments: retail banking; wealth management; and mortgage banking. Revenue from retail banking activity consists primarily of interest earned on loans and investment securities and service charges on deposit accounts.

Revenues from trust and investment advisory services are composed of fees based upon the market value of assets under administration. The trust and investment advisory services are conducted by two subsidiaries of the Company: Middleburg Trust Company and Middleburg Investment Advisors.

Information about reportable segments and reconciliation to the consolidated financial statements follows:

	2009
		Commercial &
		Retail		Wealth			Mortgage			Intercompany
		Banking		Management			Banking			Eliminations			Consolidated
Revenues:		(In Thousands)
Interest income		$	49,143	$	8		$	8,855		$	(1,260	)	$	56,746
Wealth management fees			-		3,873			-			(76	)		3,797
Other income			3,965		-			13,228			(78	)		17,115
Total operating income			53,108		3,881			22,083			(1,414	)		77,658

Expenses:
Interest expense			18,495		-			1,846			(1,259	)		19,082
Salaries and employee benefits			12,559		2,895			12,560			28			28,042
Provision for loan losses			4,564		-			(13	)		-			4,551
Other expense			15,492		1,500			4,011			(183	)		20,820
Total operating expenses			51,110		4,395			18,404			(1,414	)		72,495

Income before income taxes
and non-controlling interest			1,998		(514	)		3,679			-			5,163
Income tax expense			255		(191	)		-			-			64
Net income			1,743		(323	)		3,679			-			5,099
Non-controlling interest in
consolidated subsidiary			-		-			-			(1,577	)		(1,577	)
Net income attributable to
Middleburg Financial
Corporation		$	1,743	$	(323	)	$	3,679		$	(1,577	)	$	3,522

Total assets		$	966,004	$	6,293		$	56,978		$	(52,901	)	$	976,374
Capital expenditures			1,922		11			46						1,979
Goodwill and other intangibles			-		4,664			1,867			-			6,531

F-49

Note 22. Segment Reporting (Continued)

	2008
	Commercial &
	Retail		Wealth			Mortgage			Intercompany
	Banking		Management			Banking			Eliminations			Consolidated
Revenues:
Interest income	$	50,103	$	29		$	5,990		$	(200	)	$	55,922
Wealth management fees		-		4,253			-			(83	)		4,170
Other income		2,357		95			10,412			(130	)		12,734
Total operating income		52,460		4,377			16,402			(413	)		72,826

Expenses:
Interest expense		21,128		-			1,791			(200	)		22,719
Salaries and employee benefits		12,065		2,795			10,516			-			25,376
Provision for loan losses		3,621		-			1,640			-			5,261
Other expense		11,644		1,560			4,232			(213	)		17,223
Total operating expenses		48,458		4,355			18,179			(413	)		70,579

Income before income taxes
and non-controlling interest		4,002		22			(1,777	)		-			2,247
Income tax expense		362		82			-			-			444
Net income		3,640		(60	)		(1,777	)		-			1,803
Non-controlling interest in
consolidated subsidiary		-		-			-			757			757
Net income attributable to
Middleburg Financial
Corporation	$	3,640	$	(60	)	$	(1,777	)	$	757		$	2,560

Total assets	$	933,652	$	6,514		$	51,709		$	(6,684	)	$	985,191
Capital expenditures		3,162		282			275			-			3,719
Goodwill and other intangibles		-		4,877			1,867			-			6,744

F-50

Note 22. Segment Reporting (Continued)

	2007
		Commercial &
		Retail		Wealth		Mortgage		Intercompany
		Banking		Management		Banking		Eliminations			Consolidated
Revenues:
Interest income		$	49,599	$	58	$	-	$	(29	)	$	49,628
Wealth management fees			-		4,979		-		(89	)		4,890
Other income			2,853		-		-		(41	)		2,812
Total operating income			52,452		5,037		-		(159	)		57,330

Expenses:
Interest expense			22,470		-		-		(29	)		22,441
Salaries and employee benefits			10,829		2,728		-		-			13,557
Provision for loan losses			1,786		-		-		-			1,786
Other expense			14,481		1,547		-		(130	)		15,898
Total operating expenses			49,566		4,275		-		(159	)		53,682

Income before income taxes and
non-controlling interest			2,886		762		-		-			3,648
Income tax expense			251		333		-		-			584
Net income			2,635		429		-		-			3,064
Non-controlling interest in
consolidated subsidiary			-		-		-		-			-
Net income attributable to
Middleburg Financial
Corporation		$	2,635	$	429	$	-	$	-		$	3,064

Total assets		$	836,899	$	6,900	$	-	$	(2,399	)	$	841,400
Capital expenditures			3,734		35		-		-			3,769
Goodwill and other intangibles			-		5,215		-		-			5,215

Note 23.

Capital Purchase Program and Stock Offerings

On January 30, 2009, as part of the Capital Purchase Program established by the U.S. Department of the Treasury (the “Treasury”) under the Emergency Economic Stabilization Act of 2008, Middleburg Financial Corporation (the “Company”) entered into a Letter Agreement and Securities Purchase Agreement—Standard Terms (collectively, the “Purchase Agreement”) with the Treasury, pursuant to which the Company sold (i) 22,000 shares of the Company’s Fixed Rate Cumulative Perpetual Preferred Stock, Series A, par value $2.50 per share, having a liquidation preference of $1,000 per share (the “Preferred Stock”) and (ii) a warrant (the “Warrant”) to purchase 208,202 shares of the Company’s common stock, par value $2.50 per share (the “Common Stock”), at an in itial exercise price of $15.85 per share. As a result of the completion of the Company’s public stock offering in August 2009, the number of shares of Common Stock underlying the Warrant was reduced by one-half to 104,101. The Company raised approximately $19.2 million through the issuance of 1,908,598 shares of common stock as a result of the offering, as well as another $5.0 million in a private offering to one shareholder which resulted in the issuance of an additional 454,545 shares of common stock. The remaining 11,833 shares issued in 2009 were the result of stock grants and the exercise of stock options.

On December 23, 2009, the Company redeemed all 22,000 shares of Preferred Stock pursuant to the Purchase Agreement for an aggregate redemption price of $22,116,000, which includes $22,000,000 in principal amount and $116,000 in accrued and unpaid dividends. Also pursuant to the Purchase Agreement, the Company may repurchase the Warrant now that it has fully redeemed

F-51

Note 23.

Capital Purchase Program and Stock Offerings (Continued)

its Preferred Stock. As of March 10, 2010, the Warrant remained outstanding to the U.S. Treasury, and the Company expects that the Warrant will be sold by the U.S. Treasury at public auction. The price for the purchase of the Warrant is subject to negotiation and there can be no assurance that the Warrant will be repurchased. At this time, the Company has not repurchased the Warrant.

Under the Purchase Agreement, the ability of the Company to declare or pay dividends or distributions on, or purchase, redeem or otherwise acquire for consideration shares of its Common Stock, was subject to restrictions, including dividend restrictions. As a result of the redemption of the Preferred Stock, these restrictions and limitations under the Purchase Agreement were terminated.

F-52

EX-4.1 2 ex4.htm WARRANT ex4.htm

Exhibit 4.1

UST #319

WARRANT TO PURCHASE COMMON STOCK

NOTE: THIS WARRANT REPLACES, SUPERCEDES AND IS EXCHANGED FOR THAT CERTAIN WARRANT TO PURCHASE 208,202 SHARES OF COMMON STOCK OF MIDDLEBURG FINANCIAL CORPORATION, ISSUED ON JANUARY 30, 2009 (THE "ORIGINAL WARRANT"). THE COMPANY COMPLETED A QUALIFIED EQUITY OFFERING AND AS SUCH, WAS ENTITLED TO REDUCE THE NUMBER OF SHARES OF THE ORIGINAL WARRANT IN ACCORDANCE WITH SECTION 13(H) THEREOF. ACCORDINGLY, THIS WARRANT WAS EXCHANGED FOR THE ORIGINAL WARRANT, WITH THE ONLY CHANGES TO REDUCE THE SHARES OF COMMON STOCK UNDERLYING THE ORIGINAL WARRANT BY FIFTY PERCENT (50%), REVISE SECTION 13(H) TO ACCOUNT FOR THE QUALIFIED EQUITY OFFERING HAVING OCCURRED AND REMOVE THE FIRST SENTENCE OF THE LEGEND.

THIS INSTRUMENT IS ISSUED SUBJECT TO THE RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS OF A SECURITIES PURCHASE AGREEMENT BETWEEN THE ISSUER OF THESE SECURITIES AND THE INVESTOR REFERRED TO THEREIN, A COPY OF WHICH IS ON FILE WITH THE ISSUER. THE SECURITIES REPRESENTED BY THIS INSTRUMENT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH SAID AGREEMENT. ANY SALE OR OTHER TRANSFER NOT IN COMPLIANCE WITH SAID AGREEMENT WILL BE VOID.

WARRANT

to purchase

104,101

Shares of Common Stock

of Middleburg Financial Corporation

Issue Date: January 30, 2009

1. Definitions. Unless the context otherwise requires, when used herein the following terms shall have the meanings indicated.

“Affiliate” has the meaning ascribed to it in the Purchase Agreement.

“Appraisal Procedure” means a procedure whereby two independent appraisers, one chosen by the Company and one by the Original Warrantholder, shall mutually agree upon the determinations then the subject of appraisal. Each party shall deliver a notice to the other appointing its appraiser within 15 days after the Appraisal Procedure is invoked. If within 30 days after appointment of the two appraisers they are unable to agree upon the amount in question, a third independent appraiser shall be chosen within 10 days thereafter by the mutual consent of such first two appraisers. The decision of the third appraiser so appointed and chosen shall be given within 30 days after the selection of such third appraiser. If three appraisers shall be appointed and the determination of one appraiser is disparate from the middle determination

by more than twice the amount by which the other determination is disparate from the middle determination, then the determination of such appraiser shall be excluded, the remaining two determinations shall be averaged and such average shall be binding and conclusive upon the Company and the Original Warrantholder; otherwise, the average of all three determinations shall be binding upon the Company and the Original Warrantholder. The costs of conducting any Appraisal Procedure shall be borne by the Company.

“Board of Directors” means the board of directors of the Company, including any duly authorized committee thereof.

“Business Combination” means a merger, consolidation, statutory share exchange or similar transaction that requires the approval of the Company’s stockholders.

“business day” means any day except Saturday, Sunday and any day on which banking institutions in the State of New York generally are authorized or required by law or other governmental actions to close.

“Capital Stock” means (A) with respect to any Person that is a corporation or company, any and all shares, interests, participations or other equivalents (however designated) of capital or capital stock of such Person and (B) with respect to any Person that is not a corporation or company, any and all partnership or other equity interests of such Person.

“Charter” means, with respect to any Person, its certificate or articles of incorporation, articles of association, or similar organizational document.

“Common Stock” has the meaning ascribed to it in the Purchase Agreement.

“Company” means the Person whose name, corporate or other organizational form and jurisdiction of organization is set forth in Item 1 of Schedule A hereto.

“conversion” has the meaning set forth in Section 13(B).

“convertible securities” has the meaning set forth in Section 13(B).

“CPP” has the meaning ascribed to it in the Purchase Agreement.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated thereunder.

“Exercise Price” means the amount set forth in Item 2 of Schedule A hereto.

“Expiration Time” has the meaning set forth in Section 3.

“Fair Market Value” means, with respect to any security or other property, the fair market value of such security or other property as determined by the Board of Directors, acting in good faith or, with respect to Section 14, as determined by the Original Warrantholder acting in good faith. For so long as the Original Warrantholder holds this Warrant or any portion thereof, it may object in writing to the Board of Director’s calculation of fair market value within

- 2 -

10 days of receipt of written notice thereof. If the Original Warrantholder and the Company are unable to agree on fair market value during the 10-day period following the delivery of the Original Warrantholder’s objection, the Appraisal Procedure may be invoked by either party to determine Fair Market Value by delivering written notification thereof not later than the 30th day after delivery of the Original Warrantholder’s objection.

“Governmental Entities” has the meaning ascribed to it in the Purchase Agreement.

“Initial Number” has the meaning set forth in Section 13(B).

“Issue Date” means the date set forth in Item 3 of Schedule A hereto.

“Market Price” means, with respect to a particular security, on any given day, the last reported sale price regular way or, in case no such reported sale takes place on such day, the average of the last closing bid and ask prices regular way, in either case on the principal national securities exchange on which the applicable securities are listed or admitted to trading, or if not listed or admitted to trading on any national securities exchange, the average of the closing bid and ask prices as furnished by two members of the Financial Industry Regulatory Authority, Inc. selected from time to time by the Company for that purpose. “Market Price” shall be determined without reference to after hours or extended hours trading. If such security is not listed and traded in a manner that the quotations referred to above are available for the period required hereunder, the Market Price per share of Common Stock shall be deemed to be (i) in the event that any portion of the Warrant is held by the Original Warrantholder, the fair market value per share of such security as determined in good faith by the Original Warrantholder or (ii) in all other circumstances, the fair market value per share of such security as determined in good faith by the Board of Directors in reliance on an opinion of a nationally recognized independent investment banking corporation retained by the Company for this purpose and certified in a resolution to the Warrantholder. For the purposes of determining the Market Price of the Common Stock on the "trading day" preceding, on or following the occurrence of an event, (i) that trading day shall be deemed to commence immediately after the regular scheduled closing time of trading on the New York Stock Exchange or, if trading is closed at an earlier time, such earlier time and (ii) that trading day shall end at the next regular scheduled closing time, or if trading is closed at an earlier time, such earlier time (for the avoidance of doubt, and as an example, if the Market Price is to be determined as of the last trading day preceding a specified event and the closing time of trading on a particular day is 4:00 p.m. and the specified event occurs at 5:00 p.m. on that day, the Market Price would be determined by reference to such 4:00 p.m. closing price).

“Ordinary Cash Dividends” means a regular quarterly cash dividend on shares of Common Stock out of surplus or net profits legally available therefor (determined in accordance with generally accepted accounting principles in effect from time to time), provided that Ordinary Cash Dividends shall not include any cash dividends paid subsequent to the Issue Date to the extent the aggregate per share dividends paid on the outstanding Common Stock in any quarter exceed the amount set forth in Item 4 of Schedule A hereto, as adjusted for any stock split, stock dividend, reverse stock split, reclassification or similar transaction.

- 3 -

“Original Warrantholder” means the United States Department of the Treasury. Any actions specified to be taken by the Original Warrantholder hereunder may only be taken by such Person and not by any other Warrantholder.

“Permitted Transactions” has the meaning set forth in Section 13(B).

“Person” has the meaning given to it in Section 3(a)(9) of the Exchange Act and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act.

“Per Share Fair Market Value” has the meaning set forth in Section 13(C).

“Preferred Shares” means the perpetual preferred stock issued to the Original Warrantholder on the Issue Date pursuant to the Purchase Agreement.

“Pro Rata Repurchases” means any purchase of shares of Common Stock by the Company or any Affiliate thereof pursuant to (A) any tender offer or exchange offer subject to Section 13(e) or 14(e) of the Exchange Act or Regulation 14E promulgated thereunder or (B) any other offer available to substantially all holders of Common Stock, in the case of both (A) or (B), whether for cash, shares of Capital Stock of the Company, other securities of the Company, evidences of indebtedness of the Company or any other Person or any other property (including, without limitation, shares of Capital Stock, other securities or evidences of indebtedness of a subsidiary), or any combination thereof, effected while this Warrant is outstanding. The “Effective Date” of a Pro Rata Repurchase shall mean the date of acceptance of shares for purchase or exchange by the Company under any tender or exchange offer which is a Pro Rata Repurchase or the date of purchase with respect to any Pro Rata Repurchase that is not a tender or exchange offer.

“Purchase Agreement” means the Securities Purchase Agreement – Standard Terms incorporated into the Letter Agreement, dated as of the date set forth in Item 5 of Schedule A hereto, as amended from time to time, between the Company and the United States Department of the Treasury (the “Letter Agreement”), including all annexes and schedules thereto.

“Qualified Equity Offering” has the meaning ascribed to it in the Purchase Agreement.

“Regulatory Approvals” with respect to the Warrantholder, means, to the extent applicable and required to permit the Warrantholder to exercise this Warrant for shares of Common Stock and to own such Common Stock without the Warrantholder being in violation of applicable law, rule or regulation, the receipt of any necessary approvals and authorizations of, filings and registrations with, notifications to, or expiration or termination of any applicable waiting period under, the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended, or any successor statute, and the rules and regulations promulgated thereunder.

“Shares” has the meaning set forth in Section 2.

- 4 -

“trading day” means (A) if the shares of Common Stock are not traded on any national or regional securities exchange or association or over-the-counter market, a business day or (B) if the shares of Common Stock are traded on any national or regional securities exchange or association or over-the-counter market, a business day on which such relevant exchange or quotation system is scheduled to be open for business and on which the shares of Common Stock (i) are not suspended from trading on any national or regional securities exchange or association or over-the-counter market for any period or periods aggregating one half hour or longer; and (ii) have traded at least once on the national or regional securities exchange or association or over-the-co unter market that is the primary market for the trading of the shares of Common Stock.

“U.S. GAAP” means United States generally accepted accounting principles.

“Warrantholder” has the meaning set forth in Section 2.

“Warrant” means this Warrant, issued pursuant to the Purchase Agreement.

2. Number of Shares; Exercise Price. This certifies that, for value received, the United States Department of the Treasury or its permitted assigns (the “Warrantholder”) is entitled, upon the terms and subject to the conditions hereinafter set forth, to acquire from the Company, in whole or in part, after the receipt of all applicable Regulatory Approvals, if any, up to an aggregate of the number of fully paid and nonassessable shares of Common Stock set forth in Item 6 of Schedule A hereto, at a purchase price per share of Common Stock equal to the Exercise Price. The number of shares of Common Stock (the “Shares”) and the Exercise Price are subject to adjustment as provided herein, and all references to “Common Stock,” “Shares” and “Exercise Price” herein shall be deemed to include any such adjustment or series of adjustments.

3. Exercise of Warrant; Term. Subject to Section 2, to the extent permitted by applicable laws and regulations, the right to purchase the Shares represented by this Warrant is exercisable, in whole or in part by the Warrantholder, at any time or from time to time after the execution and delivery of this Warrant by the Company on the date hereof, but in no event later than 5:00 p.m., New York City time on the tenth anniversary of the Issue Date (the “Expiration Time”), by (A) the surrender of this Warrant and Notice of Exercise annexed hereto, duly completed and executed on behalf of the Warrantholder, at the principal executive office of the Compa ny located at the address set forth in Item 7 of Schedule A hereto (or such other office or agency of the Company in the United States as it may designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the Company), and payment of the Exercise Price for the Shares thereby purchased:

i. by having the Company withhold, from the shares of Common Stock that would otherwise be delivered to the Warrantholder upon such exercise, shares of Common stock issuable upon exercise of the Warrant equal in value to the aggregate Exercise Price as to which this Warrant is so exercised based on the Market Price of the Common Stock on the trading day on which this Warrant is exercised and the Notice of Exercise is delivered to the Company pursuant to this Section 3, or

- 5 -

ii. with the consent of both the Company and the Warrantholder, by tendering in cash, by certified or cashier’s check payable to the order of the Company, or by wire transfer of immediately available funds to an account designated by the Company.

If the Warrantholder does not exercise this Warrant in its entirety, the Warrantholder will be entitled to receive from the Company within a reasonable time, and in any event not exceeding three business days, a new warrant in substantially identical form for the purchase of that number of Shares equal to the difference between the number of Shares subject to this Warrant and the number of Shares as to which this Warrant is so exercised. Notwithstanding anything in this Warrant to the contrary, the Warrantholder hereby acknowledges and agrees that its exercise of this Warrant for Shares is subject to the condition that the Warrantholder will have first received any applicable Regulatory Approvals.

4. Issuance of Shares; Authorization; Listing. Certificates for Shares issued upon exercise of this Warrant will be issued in such name or names as the Warrantholder may designate and will be delivered to such named Person or Persons within a reasonable time, not to exceed three business days after the date on which this Warrant has been duly exercised in accordance with the terms of this Warrant. The Company hereby represents and warrants that any Shares issued upon the exercise of this Warrant in accordance with the provisions of Section 3 will be duly and validly authorized and issued, fully paid and nonassessable and free from all taxes, liens and charges (other than liens or charges created by the Warrantholder, income and franchise taxes incurred in connection with the exercise of the Warrant or taxes in respect of any transfer occurring contemporaneously therewith). The Company agrees that the Shares so issued will be deemed to have been issued to the Warrantholder as of the close of business on the date on which this Warrant and payment of the Exercise Price are delivered to the Company in accordance with the terms of this Warrant, notwithstanding that the stock transfer books of the Company may then be closed or certificates representing such Shares may not be actually delivered on such date. The Company will at all times reserve and keep available, out of its authorized but unissued Common Stock, solely for the purpose of providing for the exercise of this Warrant, the aggregate number of shares of Common Stock then issuable upon exercise of this Warrant at any time. The Company will (A) procure, at its sole expe nse, the listing of the Shares issuable upon exercise of this Warrant at any time, subject to issuance or notice of issuance, on all principal stock exchanges on which the Common Stock is then listed or traded and (B) maintain such listings of such Shares at all times after issuance. The Company will use reasonable best efforts to ensure that the Shares may be issued without violation of any applicable law or regulation or of any requirement of any securities exchange on which the Shares are listed or traded.

5. No Fractional Shares or Scrip. No fractional Shares or scrip representing fractional Shares shall be issued upon any exercise of this Warrant. In lieu of any fractional Share to which the Warrantholder would otherwise be entitled, the Warrantholder shall be entitled to receive a cash payment equal to the Market Price of the Common Stock on the last trading day preceding the date of exercise less the pro-rated Exercise Price for such fractional share.

6. No Rights as Stockholders; Transfer Books. This Warrant does not entitle the Warrantholder to any voting rights or other rights as a stockholder of the Company prior to the

- 6 -

7. date of exercise hereof. The Company will at no time close its transfer books against transfer of this Warrant in any manner which interferes with the timely exercise of this Warrant.

8. Charges, Taxes and Expenses. Issuance of certificates for Shares to the Warrantholder upon the exercise of this Warrant shall be made without charge to the Warrantholder for any issue or transfer tax or other incidental expense in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company.

9. Transfer/Assignment.

(A) Subject to compliance with clause (B) of this Section 8, this Warrant and all rights hereunder are transferable, in whole or in part, upon the books of the Company by the registered holder hereof in person or by duly authorized attorney, and a new warrant shall be made and delivered by the Company, of the same tenor and date as this Warrant but registered in the name of one or more transferees, upon surrender of this Warrant, duly endorsed, to the office or agency of the Company described in Section 3. All expenses (other than stock transfer taxes) and other charges payable in connection with the preparation, execution and delivery of the new warrants pursuant to this Section 8 shall be paid by the Co mpany.

(B) The transfer of the Warrant and the Shares issued upon exercise of the Warrant are subject to the restrictions set forth in Section 4.4 of the Purchase Agreement. If and for so long as required by the Purchase Agreement, this Warrant shall contain the legends as set forth in Sections 4.2(a) and 4.2(b) of the Purchase Agreement.

10. Exchange and Registry of Warrant. This Warrant is exchangeable, upon the surrender hereof by the Warrantholder to the Company, for a new warrant or warrants of like tenor and representing the right to purchase the same aggregate number of Shares. The Company shall maintain a registry showing the name and address of the Warrantholder as the registered holder of this Warrant. This Warrant may be surrendered for exchange or exercise in accordance with its terms, at the office of the Company, and the Company shall be entitled to rely in all respects, prior to written notice to the contrary, upon such registry.

11. Loss, Theft, Destruction or Mutilation of Warrant. Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and in the case of any such loss, theft or destruction, upon receipt of a bond, indemnity or security reasonably satisfactory to the Company, or, in the case of any such mutilation, upon surrender and cancellation of this Warrant, the Company shall make and deliver, in lieu of such lost, stolen, destroyed or mutilated Warrant, a new Warrant of like tenor and representing the right to purchase the same aggregate number of Shares as provided for in such lost, stolen, de stroyed or mutilated Warrant.

12. Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a business day, then such action may be taken or such right may be exercised on the next succeeding day that is a business day.

- 7 -

13. Rule 144 Information. The Company covenants that it will use its reasonable best efforts to timely file all reports and other documents required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations promulgated by the SEC thereunder (or, if the Company is not required to file such reports, it will, upon the request of any Warrantholder, make publicly available such information as necessary to permit sales pursuant to Rule 144 under the Securities Act), and it will use reasonable best efforts to take such further action as any Warrantholder may reasonably request, in each case to the extent required from time to time to enable such holder to, if permitted by the terms of this Warrant and the Purchase Agreement, sell this Warrant without registration under the Securities Act within the limitation of the exemptions provided by (A) Rule 144 under the Securities Act, as such rule may be amended from time to time, or (B) any successor rule or regulation hereafter adopted by the SEC. Upon the written request of any Warrantholder, the Company will deliver to such Warrantholder a written statement that it has complied with such requirements.

14. Adjustments and Other Rights. The Exercise Price and the number of Shares issuable upon exercise of this Warrant shall be subject to adjustment from time to time as follows; provided, that if more than one subsection of this Section 13 is applicable to a single event, the subsection shall be applied that produces the largest adjustment and no single event shall cause an adjustment under more than one subsection of this Section 13 so as to result in duplication:

(A) Stock Splits, Subdivisions, Reclassifications or Combinations. If the Company shall (i) declare and pay a dividend or make a distribution on its Common Stock in shares of Common Stock, (ii) subdivide or reclassify the outstanding shares of Common Stock into a greater number of shares, or (iii) combine or reclassify the outstanding shares of Common Stock into a smaller number of shares, the number of Shares issuable upon exercise of this Warrant at the time of the record date for such dividend or distribution or the effective date of such subdivision, combination or reclassification shall be proportionately adjusted so that the Warranthol der after such date shall be entitled to purchase the number of shares of Common Stock which such holder would have owned or been entitled to receive in respect of the shares of Common Stock subject to this Warrant after such date had this Warrant been exercised immediately prior to such date. In such event, the Exercise Price in effect at the time of the record date for such dividend or distribution or the effective date of such subdivision, combination or reclassification shall be adjusted to the number obtained by dividing (x) the product of (1) the number of Shares issuable upon the exercise of this Warrant before such adjustment and (2) the Exercise Price in effect immediately prior to the record or effective date, as the case may be, for the dividend, distribution, subdivision, combination or reclassification giving rise to this adjustment by (y) the new number of Shares issuable upon exercise of the Warrant determined pursuant to the immediately preceding sentence.

(B) Certain Issuances of Common Shares or Convertible Securities. Until the earlier of (i) the date on which the Original Warrantholder no longer holds this Warrant or any portion thereof and (ii) the third anniversary of the Issue Date, if the Company shall issue shares of Common Stock (or rights or warrants or other securities exercisable or convertible into or exchangeable (collectively, a “conversion”) for shares of Common Stock) (collectively, “convertible securities”) (other than in Permitted Transactions (as d efined below) or a transaction to which subsection (A) of this Section 13 is applicable) without consideration or at a

- 8 -

(C) consideration per share (or having a conversion price per share) that is less than 90% of the Market Price on the last trading day preceding the date of the agreement on pricing such shares (or such convertible securities) then, in such event:

(A) the number of Shares issuable upon the exercise of this Warrant immediately prior to the date of the agreement on pricing of such shares (or of such convertible securities) (the “Initial Number”) shall be increased to the number obtained by multiplying the Initial Number by a fraction (A) the numerator of which shall be the sum of (x) the number of shares of Common Stock of the Company outstanding on such date and (y) the number of additional shares of Common Stock issued (or into which convertible securities may be exercised or convert) and (B) the denominator of which shall be the sum of (I) the number of shares of Common Stock outstanding on such date and (I I) the number of shares of Common Stock which the aggregate consideration receivable by the Company for the total number of shares of Common Stock so issued (or into which convertible securities may be exercised or convert) would purchase at the Market Price on the last trading day preceding the date of the agreement on pricing such shares (or such convertible securities); and

(B) the Exercise Price payable upon exercise of the Warrant shall be adjusted by multiplying such Exercise Price in effect immediately prior to the date of the agreement on pricing of such shares (or of such convertible securities) by a fraction, the numerator of which shall be the number of shares of Common Stock issuable upon exercise of this Warrant prior to such date and the denominator of which shall be the number of shares of Common Stock issuable upon exercise of this Warrant immediately after the adjustment described in clause (A) above.

For purposes of the foregoing, the aggregate consideration receivable by the Company in connection with the issuance of such shares of Common Stock or convertible securities shall be deemed to be equal to the sum of the net offering price (including the Fair Market Value of any non-cash consideration and after deduction of any related expenses payable to third parties) of all such securities plus the minimum aggregate amount, if any, payable upon exercise or conversion of any such convertible securities into shares of Common Stock; and “Permitted Transactions” shall mean issuances (i) as consideration for or to fund the acquisition of businesses and/or related assets, (ii) in connection with employee benefit plans and compensation related arrangements in the ordinary co urse and consistent with past practice approved by the Board of Directors, (iii) in connection with a public or broadly marketed offering and sale of Common Stock or convertible securities for cash conducted by the Company or its affiliates pursuant to registration under the Securities Act or Rule 144A thereunder on a basis consistent with capital raising transactions by comparable financial institutions and (iv) in connection with the exercise of preemptive rights on terms existing as of the Issue Date. Any adjustment made pursuant to this Section 13(B) shall become effective immediately upon the date of such issuance.

(D) Other Distributions. In case the Company shall fix a record date for the making of a distribution to all holders of shares of its Common Stock of securities, evidences of indebtedness, assets, cash, rights or warrants (excluding Ordinary Cash Dividends, dividends of its Common Stock and other dividends or distributions referred to in Section 13(A)), in each

- 9 -

(E) such case, the Exercise Price in effect prior to such record date shall be reduced immediately thereafter to the price determined by multiplying the Exercise Price in effect immediately prior to the reduction by the quotient of (x) the Market Price of the Common Stock on the last trading day preceding the first date on which the Common Stock trades regular way on the principal national securities exchange on which the Common Stock is listed or admitted to trading without the right to receive such distribution, minus the amount of cash and/or the Fair Market Value of the securities, evidences of indebtedness, assets, rights or warrants to be so distributed in respect of one share of Common Stock (such amount and/or Fair Market Val ue, the “Per Share Fair Market Value”) divided by (y) such Market Price on such date specified in clause (x); such adjustment shall be made successively whenever such a record date is fixed. In such event, the number of Shares issuable upon the exercise of this Warrant shall be increased to the number obtained by dividing (x) the product of (1) the number of Shares issuable upon the exercise of this Warrant before such adjustment, and (2) the Exercise Price in effect immediately prior to the distribution giving rise to this adjustment by (y) the new Exercise Price determined in accordance with the immediately preceding sentence. In the case of adjustment for a cash dividend that is, or is coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such d istribution is not so made, the Exercise Price and the number of Shares issuable upon exercise of this Warrant then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights, cash or warrants, as the case may be, to the Exercise Price that would then be in effect and the number of Shares that would then be issuable upon exercise of this Warrant if such record date had not been fixed.

(F) Certain Repurchases of Common Stock. In case the Company effects a Pro Rata Repurchase of Common Stock, then the Exercise Price shall be reduced to the price determined by multiplying the Exercise Price in effect immediately prior to the Effective Date of such Pro Rata Repurchase by a fraction of which the numerator shall be (i) the product of (x) the number of shares of Common Stock outstanding immediately before such Pro Rata Repurchase and (y) the Market Price of a share of Common Stock on the trading day immediately preceding the first public announcement by the Company or any of its Affiliates of the intent to effect such Pro Rata Repurchase, minus (ii) the agg regate purchase price of the Pro Rata Repurchase, and of which the denominator shall be the product of (i) the number of shares of Common Stock outstanding immediately prior to such Pro Rata Repurchase minus the number of shares of Common Stock so repurchased and (ii) the Market Price per share of Common Stock on the trading day immediately preceding the first public announcement by the Company or any of its Affiliates of the intent to effect such Pro Rata Repurchase. In such event, the number of shares of Common Stock issuable upon the exercise of this Warrant shall be increased to the number obtained by dividing (x) the product of (1) the number of Shares issuable upon the exercise of this Warrant before such adjustment, and (2) the Exercise Price in effect immediately prior to the Pro Rata Repurchase giving rise to this adjustment by (y) the new Exercise Price determined in accordance with the immediately preceding sentence. For the avoidance of doubt, no increase to the Exercise Pri ce or decrease in the number of Shares issuable upon exercise of this Warrant shall be made pursuant to this Section 13(D).

(G) Business Combinations. In case of any Business Combination or reclassification of Common Stock (other than a reclassification of Common Stock referred to in Section 13(A)),

- 10 -

(H) the Warrantholder’s right to receive Shares upon exercise of this Warrant shall be converted into the right to exercise this Warrant to acquire the number of shares of stock or other securities or property (including cash) which the Common Stock issuable (at the time of such Business Combination or reclassification) upon exercise of this Warrant immediately prior to such Business Combination or reclassification would have been entitled to receive upon consummation of such Business Combination or reclassification; and in any such case, if necessary, the provisions set forth herein with respect to the rights and interests thereafter of the Warrantholder shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to the Warrantholder’s right to exercise this Warrant in exchange for any shares of stock or other securities or property pursuant to this paragraph. In determining the kind and amount of stock, securities or the property receivable upon exercise of this Warrant following the consummation of such Business Combination, if the holders of Common Stock have the right to elect the kind or amount of consideration receivable upon consummation of such Business Combination, then the consideration that the Warrantholder shall be entitled to receive upon exercise shall be deemed to be the types and amounts of consideration received by the majority of all holders of the shares of common stock that affirmatively make an election (or of all such holders if none make an election).

(I) Rounding of Calculations; Minimum Adjustments. All calculations under this Section 13 shall be made to the nearest one-tenth (1/10th) of a cent or to the nearest one-hundredth (1/100th) of a share, as the case may be. Any provision of this Section 13 to the contrary notwithstanding, no adjustment in the Exercise Price or the number of Shares into which this Warrant is exercisable shall be made if the amount of such adjustment would be less than $0.01 or one-tenth (1/10th) of a share of Common Stock, but any such amount shall be carried forward and an adjustment with respect thereto shall be made at the time of and together with any subsequent adjustment w hich, together with such amount and any other amount or amounts so carried forward, shall aggregate $0.01 or 1/10th of a share of Common Stock, or more.

(J) Timing of Issuance of Additional Common Stock Upon Certain Adjustments. In any case in which the provisions of this Section 13 shall require that an adjustment shall become effective immediately after a record date for an event, the Company may defer until the occurrence of such event (i) issuing to the Warrantholder of this Warrant exercised after such record date and before the occurrence of such event the additional shares of Common Stock issuable upon such exercise by reason of the adjustment required by such event over and above the shares of Common Stock issuable upon such exercise before giving effect to such adjustment and (ii) paying to such Warrantholder a ny amount of cash in lieu of a fractional share of Common Stock; provided, however, that the Company upon request shall deliver to such Warrantholder a due bill or other appropriate instrument evidencing such Warrantholder’s right to receive such additional shares, and such cash, upon the occurrence of the event requiring such adjustment.

(K) Completion of Qualified Equity Offering. As the company completed Qualified Equity Offerings on March 31, 2009, June 2, 2009, July 31, 2009 and August 10, 2009, which were on or prior to December 31, 2009 that resulted in the Company receiving aggregate gross proceeds of not less than 100% of the aggregate liquidation preference of the Preferred Shares, the number of shares of Common Stock underlying the portion of this Warrant then held by the

- 11 -

(L) Original Warrantholder was thereafter reduced by a number of shares of Common Stock equal to the product of (i) 0.5 and (ii) the number of shares underlying the Warrant on the Issue Date (adjusted to take into account all other theretofore made adjustments pursuant to this Section 13).

(M) Other Events. For so long as the Original Warrantholder holds this Warrant or any portion thereof, if any event occurs as to which the provisions of this Section 13 are not strictly applicable or, if strictly applicable, would not, in the good faith judgment of the Board of Directors of the Company, fairly and adequately protect the purchase rights of the Warrants in accordance with the essential intent and principles of such provisions, then the Board of Directors shall make such adjustments in the application of such provisions, in accordance with such essential intent and principles, as shall be reasonably necessary, in the good faith opinion of the Board of Dire ctors, to protect such purchase rights as aforesaid. The Exercise Price or the number of Shares into which this Warrant is exercisable shall not be adjusted in the event of a change in the par value of the Common Stock or a change in the jurisdiction of incorporation of the Company.

(N) Statement Regarding Adjustments. Whenever the Exercise Price or the number of Shares into which this Warrant is exercisable shall be adjusted as provided in Section 13, the Company shall forthwith file at the principal office of the Company a statement showing in reasonable detail the facts requiring such adjustment and the Exercise Price that shall be in effect and the number of Shares into which this Warrant shall be exercisable after such adjustment, and the Company shall also cause a copy of such statement to be sent by mail, first class postage prepaid, to each Warrantholder at the address appearing in the Company’s records.

(O) Notice of Adjustment Event. In the event that the Company shall propose to take any action of the type described in this Section 13 (but only if the action of the type described in this Section 13 would result in an adjustment in the Exercise Price or the number of Shares into which this Warrant is exercisable or a change in the type of securities or property to be delivered upon exercise of this Warrant), the Company shall give notice to the Warrantholder, in the manner set forth in Section 13(J), which notice shall specify the record date, if any, with respect to any such action and the approximate date on which such action is to take place. Such notice shall also set forth the facts with respect thereto as shall be reasonably necessary to indicate the effect on the Exercise Price and the number, kind or class of shares or other securities or property which shall be deliverable upon exercise of this Warrant. In the case of any action which would require the fixing of a record date, such notice shall be given at least 10 days prior to the date so fixed, and in case of all other action, such notice shall be given at least 15 days prior to the taking of such proposed action. Failure to give such notice, or any defect therein, shall not affect the legality or validity of any such action.

(P) Proceedings Prior to Any Action Requiring Adjustment. As a condition precedent to the taking of any action which would require an adjustment pursuant to this Section 13, the Company shall take any action which may be necessary, including obtaining regulatory, New York Stock Exchange, NASDAQ Stock Market or other applicable national securities exchange or stockholder approvals or exemptions, in order that the Company may thereafter validly and legally issue as fully paid and nonassessable all shares of Common Stock that the Warrantholder is entitled to receive upon exercise of this Warrant pursuant to this Section 13.

- 12 -

(Q) Adjustment Rules. Any adjustments pursuant to this Section 13 shall be made successively whenever an event referred to herein shall occur. If an adjustment in Exercise Price made hereunder would reduce the Exercise Price to an amount below par value of the Common Stock, then such adjustment in Exercise Price made hereunder shall reduce the Exercise Price to the par value of the Common Stock.

15. Exchange. At any time following the date on which the shares of Common Stock of the Company are no longer listed or admitted to trading on a national securities exchange (other than in connection with any Business Combination), the Original Warrantholder may cause the Company to exchange all or a portion of this Warrant for an economic interest (to be determined by the Original Warrantholder after consultation with the Company) of the Company classified as permanent equity under U.S. GAAP having a value equal to the Fair Market Value of the portion of the Warrant so exchanged. The Original Warrantholder shall calculate any Fair Market Value required to be calculated pursuant to this Section 14, which shall not be subject to the Appraisal Procedure.

16. No Impairment. The Company will not, by amendment of its Charter or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant and in taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholder.

17. Governing Law. This Warrant will be governed by and construed in accordance with the federal law of the United States if and to the extent such law is applicable, and otherwise in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such State. Each of the Company and the Warrantholder agrees (a) to submit to the exclusive jurisdiction and venue of the United States District Court for the District of Columbia for any civil action, suit or proceeding arising out of or relating to this Warrant or the transactions contemplated hereby, and (b) that notice may b e served upon the Company at the address in Section 20 below and upon the Warrantholder at the address for the Warrantholder set forth in the registry maintained by the Company pursuant to Section 9 hereof. To the extent permitted by applicable law, each of the Company and the Warrantholder hereby unconditionally waives trial by jury in any civil legal action or proceeding relating to the Warrant or the transactions contemplated hereby or thereby.

18. Binding Effect. This Warrant shall be binding upon any successors or assigns of the Company.

19. Amendments. This Warrant may be amended and the observance of any term of this Warrant may be waived only with the written consent of the Company and the Warrantholder.

20. Prohibited Actions. The Company agrees that it will not take any action which would entitle the Warrantholder to an adjustment of the Exercise Price if the total number of shares of Common Stock issuable after such action upon exercise of this Warrant, together with

- 13 -

21. all shares of Common Stock then outstanding and all shares of Common Stock then issuable upon the exercise of all outstanding options, warrants, conversion and other rights, would exceed the total number of shares of Common Stock then authorized by its Charter.

22. Notices. Any notice, request, instruction or other document to be given hereunder by any party to the other will be in writing and will be deemed to have been duly given (a) on the date of delivery if delivered personally, or by facsimile, upon confirmation of receipt, or (b) on the second business day following the date of dispatch if delivered by a recognized next day courier service. All notices hereunder shall be delivered as set forth in Item 8 of Schedule A hereto, or pursuant to such other instructions as may be designated in writing by the party to receive such notice.

23. Entire Agreement. This Warrant, the forms attached hereto and Schedule A hereto (the terms of which are incorporated by reference herein), and the Letter Agreement (including all documents incorporated therein), contain the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous arrangements or undertakings with respect thereto.

[Remainder of page intentionally left blank]

- 14 -

[Form of Notice of Exercise]

Date: _________

TO: Middleburg Financial Corporation

RE: Election to Purchase Common Stock

The undersigned, pursuant to the provisions set forth in the attached Warrant, hereby agrees to subscribe for and purchase the number of shares of the Common Stock set forth below covered by such Warrant. The undersigned, in accordance with Section 3 of the Warrant, hereby agrees to pay the aggregate Exercise Price for such shares of Common Stock in the manner set forth below. A new warrant evidencing the remaining shares of Common Stock covered by such Warrant, but not yet subscribed for and purchased, if any, should be issued in the name set forth below.

Number of Shares of Common Stock

Method of Payment of Exercise Price (note if cashless exercise pursuant to Section 3(i) of the Warrant or cash exercise pursuant to Section 3(ii) of the Warrant, with consent of the Company and the Warrantholder)

Aggregate Exercise Price:

Holder:
By:
Name:
Title

- 15 -

IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by a duly authorized officer.

Dated: January 13, 2010

MIDDLEBURG FINANCIAL CORPORATION

By: /s/ Joseph L. Boling

Joseph L. Boling

Chairman and Chief Executive Officer

Attest

By: /s/ Gary R. Shook

Gary R. Shook

President

[Signature Page to Warrant]

- 16 -

SCHEDULE A

Item 1

Name: Middleburg Financial Corporation

Corporate or other organizational form: Corporation

Jurisdiction of organization: Commonwealth of Virginia

Item 2

Exercise Price:1 $15.85

Item 3

Issue Date: January 30, 2009

Item 4

Amount of last dividend declared prior to the Issue Date: $0.19

Item 5

Date of Letter Agreement between the Company and the United States Department of the Treasury: January 30, 2009

Item 6

Number of shares of Common Stock: 104,101

Item 7

Company’s address: Middleburg Financial Corporation

111 West Washington Street

Middleburg, Virginia 20117

Item 8

Notice information: Mr. Gary R. Shook

President

Middleburg Financial Corporation

111 West Washington Street

Middleburg, Virginia 20117

Phone: (540) 687-4801

Fax: (540) 687-3739

1 Initial exercise price to be calculated based on the average of closing prices of the Common Stock on the 20 trading days ending on the last trading day prior to the date the Company’s application for participation in the Capital Purchase Program was approved by the United States Department of the Treasury.

- 17 -

EX-21 3 ex21.htm ex21.htm

Exhibit 21.1

Subsidiaries of Middleburg Financial Corporation

Name of Subsidiary			State of Organization
MFC Capital Trust II			Delaware
Middleburg Bank			Virginia
	- Middleburg Bank Service Corporation		Virginia
	- Southern Trust Mortgage, LLC		Virginia
Middleburg Investment Group, Inc.			Virginia
	- Middleburg Trust Company		Virginia
		- Middleburg Investment Advisors, Inc.	Virginia

EX-23.1 4 ex23.htm ex23.htm

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statements (No. 333-45962 and 333-160422) on Form S-3 and Registration Statement (No. 333-93447) on Form S-8 of Middleburg Financial Corporation of our reports dated March 16, 2010, relating to our audits of the consolidated financial statements and internal control over financial reporting, which appear in this Annual Report on Form 10-K of Middleburg Financial Corporation for the year ended December 31, 2009.

Winchester, Virginia

March 16, 2010

EX-31.1 5 ex311.htm ex311.htm

Exhibit 31.1

CERTIFICATION

I, Joseph L. Boling, certify that:

I have reviewed this Annual Report on Form 10-K for the year ended December 31, 2009 of Middleburg Financial Corporation;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 16, 2010	/s/ Joseph L. Boling
	Joseph L. Boling Chairman of the Board and Chief Executive Officer

EX-31.2 6 ex312.htm ex312.htm

Exhibit 31.2

CERTIFICATION

I, Raj Mehra, certify that:

I have reviewed this Annual Report on Form 10-K for the year ended December 31, 2009 of Middleburg Financial Corporation;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 16, 2010	/s/ Raj Mehra
	Raj Mehra
	Executive Vice President & Chief Financial Officer

EX-32.1 7 ex321.htm ex321.htm

Exhibit 32.1

STATEMENT OF CHIEF EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the Annual Report on Form 10-K for the fiscal year ended December 31, 2009 (the “Form 10-K”) of Middleburg Financial Corporation (the “Company”), I, Joseph L. Boling, Chairman of the Board and Chief Executive Officer, hereby certify pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(a) the Form 10-K fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended; and

(b) the information contained in the Form 10-K fairly presents, in all material respects, the consolidated financial condition and results of operations of the Company and its subsidiaries as of, and for, the periods presented in the Form 10-K.

Date: March 16, 2010	/s/ Joseph L. Boling
	Joseph L. Boling
	Chairman of the Board and Chief Executive Officer

EX-32.2 8 ex322.htm ex322.htm

Exhibit 32.2

STATEMENT OF CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the Annual Report on Form 10-K for the fiscal year ended December 31, 2009 (the “Form 10-K”) of Middleburg Financial Corporation (the “Company”), I, Raj Mehra, ExecutiveVice President and Chief Financial Officer, hereby certify pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(a) the Form 10-K fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended; and

Date: March 16, 2010	/s/ Raj Mehra
	Raj Mehra
	Executive Vice President
	and Chief Financial Officer

EX-99.1 9 ex99-1.htm TARP CERTIFICATION OF CHIEF EXECUTIVE OFFICER ex99-1.htm

Exhibit 99.1

TARP FISCAL YEAR-END CERTIFICATION

UST Sequence Number 319

“I, Joseph L. Boling, certify, based on my knowledge, that:

(i) The compensation committee of Middleburg Financial Corporation has discussed, reviewed, and evaluated with senior risk officers at least every six months during the period beginning on the later of September 14, 2009, or ninety days after the closing date of the agreement between the TARP recipient and Treasury and ending with the last day of the TARP recipient’s fiscal year containing that date (the applicable period), the senior executive officer (SEO) compensation plans and the employee compensation plans and the risks these plans pose to Middleburg Financial Corporation;

(ii) The compensation committee of Middleburg Financial Corporation has identified and limited during the applicable period any features of the SEO compensation plans that could lead SEOs to take unnecessary and excessive risks that could threaten the value of Middleburg Financial Corporation, and during that same applicable period has identified any features of the employee compensation plans that pose risks to Middleburg Financial Corporation and has limited those features to ensure that Middleburg Financial Corporation is not unnecessarily exposed to risks;

(iii) The compensation committee has reviewed, at least every six months during the applicable period, the terms of each employee compensation plan and identified any features of the plan that could encourage the manipulation of reported earnings of Middleburg Financial Corporation to enhance the compensation of an employee, and has limited any such features;

(iv) The compensation committee of Middleburg Financial Corporation will certify to the reviews of the SEO compensation plans and employee compensation plans required under (i) and (iii) above;

(v) The compensation committee of Middleburg Financial Corporation will provide a narrative description of how it limited during any part of the most recently completed fiscal year that included a TARP period the features in

(A) SEO compensation plans that could lead SEOs to take unnecessary and excessive risks that could threaten the value of Middleburg Financial Corporation;

(B) Employee compensation plans that unnecessarily expose Middleburg Financial Corporation to risks; and

(C) Employee compensation plans that could encourage the manipulation of reported earnings of Middleburg Financial Corporation to enhance the compensation of an employee;

(vi) Middleburg Financial Corporation has required that bonus payments, as defined in the regulations and guidance established under section 111 of EESA (bonus payments), of the SEOs and twenty next most highly compensated employees be subject to a recovery or “clawback” provision during any part of the most recently completed fiscal year that was a TARP period if the bonus payments were based on materially inaccurate financial statements or any other materially inaccurate performance metric criteria;

(vii) Middleburg Financial Corporation has prohibited any golden parachute payment, as defined in the regulations and guidance established under section 111 of EESA, to a SEO or any of the next five most highly compensated employees during the period beginning on the later of the closing date of the agreement between the TARP recipient and Treasury or June 15, 2009 and ending with the last day of the TARP recipient’s fiscal year containing that date;

(viii) Middleburg Financial Corporation has limited bonus payments to its applicable employees in accordance with section 111 of EESA and the regulations and guidance established thereunder during the period beginning on the later of the closing date of the agreement between the TARP recipient and Treasury or June 15, 2009 and ending with the last day of the TARP recipient’s fiscal year containing that date;

(ix) The board of directors of Middleburg Financial Corporation has established an excessive or luxury expenditures policy, as defined in the regulations and guidance established under section 111 of EESA, by the later of September 14, 2009, or ninety days after the closing date of the agreement between the TARP recipient and Treasury; this policy has been provided to Treasury and its primary regulatory agency; Middleburg Financial Corporation and its employees have complied with this policy during the applicable period; and any expenses that, pursuant to this policy, required approval of the board of directors, a committee of the board of directors, an SEO, or an executive officer with a similar level of responsibility were properly approved;

(x) The standard that Middleburg Financial Corporation will permit a non-binding shareholder resolution on executive compensation is not required to be met by Middleburg Financial Corporation because it redeemed the preferred stock from Treasury on December 23, 2009;

(xi) Middleburg Financial Corporation will disclose the amount, nature, and justification for the offering during the period beginning on the later of the closing date of the agreement between the TARP recipient and Treasury or June 15, 2009 and ending with the last day of the TARP recipient’s fiscal year containing that date of any perquisites, as defined in the regulations and guidance established under section 111 of EESA, whose total value exceeds $25,000 for any employee who is subject to the bonus payment limitations identified in paragraph (viii);

(xii) Middleburg Financial Corporation will disclose whether Middleburg Financial Corporation, the board of directors of Middleburg Financial Corporation, or the compensation committee of Middleburg Financial Corporation has engaged during the period beginning on the later of the closing date of the agreement between the TARP recipient and Treasury or June 15,

2009 and ending with the last day of the TARP recipient’s fiscal year containing that date, a compensation consultant; and the services the compensation consultant or any affiliate of the compensation consultant provided during this period;

(xiii) Middleburg Financial Corporation has prohibited the payment of any gross-ups, as defined in the regulations and guidance established under section 111 of EESA, to the SEOs and the next twenty most highly compensated employees during the period beginning on the later of the closing date of the agreement between the TARP recipient and Treasury or June 15, 2009 and ending with the last day of the TARP recipient’s fiscal year containing that date;

(xiv) Middleburg Financial Corporation has substantially complied with all other requirements related to employee compensation that are provided in the agreement between Middleburg Financial Corporation and Treasury, including any amendments;

(xv) Middleburg Financial Corporation has submitted to Treasury a complete and accurate list of the SEOs and the twenty next most highly compensated employees for the current fiscal year and the most recently completed fiscal year, with the non-SEOs ranked in descending order of level of annual compensation, and with the name, title, and employer of each SEO and most highly compensated employee identified; and

(xvi) I understand that a knowing and willful false or fraudulent statement made in connection with this certification may be punished by fine, imprisonment, or both. (See, for example, 18 USC 1001).

Date: March 16, 2010 /s/ Joseph L. Boling

Joseph L. Boling

EX-99.2 10 ex99-2.htm TARP CERTIFICATION OF CHIEF FINANCIAL OFFICER ex99-2.htm

Exhibit 99.2

TARP FISCAL YEAR-END CERTIFICATION

UST Sequence Number 319

“I, Rajesh Mehra, certify, based on my knowledge, that:

(iv) The compensation committee of Middleburg Financial Corporation will certify to the reviews of the SEO compensation plans and employee compensation plans required under (i) and (iii) above;

(A) SEO compensation plans that could lead SEOs to take unnecessary and excessive risks that could threaten the value of Middleburg Financial Corporation;

(B) Employee compensation plans that unnecessarily expose Middleburg Financial Corporation to risks; and

(C) Employee compensation plans that could encourage the manipulation of reported earnings of Middleburg Financial Corporation to enhance the compensation of an employee;

(xvi) I understand that a knowing and willful false or fraudulent statement made in connection with this certification may be punished by fine, imprisonment, or both. (See, for example, 18 USC 1001).

Date: March 11, 2010 /s/ Rajesh Mehra

Rajesh Mehra

GRAPHIC 11 yount.jpg begin 644 yount.jpg M_]C_X``02D9)1@`!`0$`8`!@``#_X0!F17AI9@``24DJ``@````$`!H!!0`! M````/@```!L!!0`!````1@```"@!`P`!`````@```#$!`@`0````3@`````` M``!@`````0```&`````!````4&%I;G0N3D54('8U+C`P`/_;`$,``0$!`0$! M`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$! M`0$!`0$!`0$!`0$!`?_;`$,!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$! M`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`?_``!$(`%,` MQ0,!(@`"$0$#$0'_Q``?```!!0$!`0$!`0```````````0(#!`4&!P@)"@O_ MQ`"U$``"`0,#`@0#!04$!````7T!`@,`!!$%$B$Q008346$'(G$4,H&1H0@C M0K'!%5+1\"0S8G*""0H6%Q@9&B4F)R@I*C0U-CH.$A8:'B(F*DI.4E9:7F)F:HJ.DI::GJ*FJ MLK.TM;:WN+FZPL/$Q<;'R,G*TM/4U=;7V-G:X>+CY.7FY^CIZO'R\_3U]O?X M^?K_Q``?`0`#`0$!`0$!`0$!`````````0(#!`4&!P@)"@O_Q`"U$0`"`0($ M!`,$!P4$!``!`G<``0(#$00%(3$&$D%1!V%Q$R(R@0@40I&AL<$)(S-2\!5B M7J"@X2%AH>(B8J2DY25EI>8F9JBHZ2EIJ>HJ:JRL[2UMK>X MN;K"P\3%QL?(RKR\_3U]O?X^?K_V@`,`P$` M`A$#$0`_`/Z/?V]?^"3GQ=^/,7CSXE?LH?\`!0+]M']G+XUZ_JNK>*+3PN_[ M3'QBU+X!:KJ-\QG;PY;^"K3Q/#/\-M%>7,>FOX)D72]"5E6+PS=VR^0O\1NL M_M2_\%#OV1_VK]&^%'[;G[1/[>=MIOPS^(WAO_A=7PPT[]JGXRZ'KWBCP#'J M=O<:J?!GBBU\9_9[W3?$VA":Y\->)-(NC9ZG;RH;6^MIF>2V_P!2VOQV_P"" MPG_!*#P#_P`%+?@F9-(CTKPE^TY\,M-U*\^"_P`2)8$B2^+J;JZ^&GC6XC59 MKSP3XFN8U6.:4RS>%-9DC\0:8A0ZM8:K]YPMQ53P=19?G5.EB,MKQ]C]9=&F M\7@.9+SX[^% M'BGP?HUWX*\3S:SJOB#4K[2+>U2RCBU[5=>N[[Q!<^)=/EMI=/\`$@\17=QX M@BUNVOHM;E?4DN6/M=?YPO\`P2#_`."FWQ4_X))_M)^+_P!EW]J;2O$OA[X! M:[X]G\-?&3P/X@M[HZY\!/B3;SQZ7/\`$?0]/`D=M*94M4\Y4B>GD>PQ>'E['&86 M2<9T*T5K:,O>]E.S<&]59TY>_"261X]\$Z1\1_!_B#P/K]YXFT_1_$E@VGW] M[X-\7^*?`/BBVA:2.43:+XQ\%:OH/BK0+U)(D*WVBZO8W03?"93#++&_^=K_ M`,%FO$/[7_\`P3V_;>\2?!#X3_M]?MO:A\,-=\"^$?BCX(M/$G[4GQDU77?# MNE^*IM;TR\\,WVK-XOCFU>/2M:\.:FVFZA:\N/]'BO\ M[3_@Z9_Y26^'?^S7OA;_`.IE\4J]WPXFYY[+"U%&KAJV#KU*E"K"%6DZE-TG M"HH5(R49QVYHI2<6XMM-H\;CF/)E$<33GBJ$(U:$?\`V[K],Z^5SVO5KYQF4JLN9PQN M*I02C&$84J5>I"G3A""C"$(1248Q22WW;9]%D].%/*\!R*W/A,-5FW*4I2J5 M*-.4YRE)N4I2DVVVVV>3_&[X0Z/\=OAIXB^&&N^+OB?X$TWQ&MCYWBGX.?$; MQ1\*/B'I3Z=J%MJ4$N@^.?!M_INO:2SSVL<5Y';W/V?4+%[C3[^&YLKF>"3_ M`#6_^"COQE_;G_8E_;3_`&@?V9_#?_!07]M3Q1X7^&'B>R3PIK6L_M*_%P:S M=>&/$GAK1O&&@V^M26OBV&VGU;3-.UV#2=0O8+>VAO[FQDOX[6V6Y\B/_3[; MH?H?Y5_E[?\`!P)_REG_`&OO^OSX:_\`JFO`E?:>&4O;9OB\%6A3K8:6`JXG MV-:G"K!5X8G!TE4BIQERR]G.4'RM*2MS)V5OE^/%[++L+BJ4ITJZQE.@ZE.< MX2=&5'$5'3ERR5USQC)73<7>UE*5_P"\G_@EY^R7JOP+_9]^%'Q(^(_[0?[2 MG[0GQH^*'PD\'^(_'?B7XT_'GXI?$'PM87WC'2-(\57>D>"_`'B3Q3J/A#P_ M9:/-/!I=EK$6DS>)+JVMIY+G5Q'J-S:`^(O_``2R\%?$OQWXM\?ZK^V7_P`% M)_#^H>+]>U'7KK0?`G[;'Q0\%>#-%:_G:9-)\+>$]`:ST?P_H.FQ%+/3-+L; M=8K:TAC5FEE\R:3[/_9A_P"3;/V>_P#LA_PF_P#4`\/U[E7Q%7,L=#'8K$PQ M-2%:K4J1G.%HOD51M4XI*T*<;)1A!1C%)))))'U=/`X2>#P]"="$Z4*<)1A. M\ES."O*3;O.;N[SDW)MMMW;/YK/VMO\`@C'^VCI6C77CO]@3_@J;^W+HWCO0 M;?\`M#3?A/\`'W]I?XC>-/"OB>[LX9)OL.G>-7U6WDT.^OYHXH;6/Q5H7B3P M^\LICOYM.M-UQ%\+_P#!+7_@O%^TCX%_:1M/V#_^"H=O.GBBX\:?\*KTCXK^ M)=&L/"WCWP!\2VO1INF^$OB]::9%::#K6B:]J,UIIVD^--/M;2>UN;_3;S4) M]8T34$U:Q_L[K^"#_@[`^#WA+P-^U=^SO\:_"]K;:/XP^,/PF\26/C.XT\_9 M[K4=6^%&NZ+:>&_$MWY15SJ2Z/XIM=%CO@5E:U\/:=#N)M$(^OX9Q5/B6O+A M[.J%#$O%4*[P&8JA2IX[!8BC2E63=>E"$ZU)QA*3A5<[S48MN$FH_-Y]AYY' M2CG65U:M%4*U%8O`NM5GA,30JSA2E:C.4H4JL6XVE!17+S/22BS^]^N,^(_@ MU/B+\/\`QOX!DU[Q'X57QIX3\0>%O^$G\'ZSJ'AWQ9X<;7=*NM,37O#.O:5< MV>I:/KVD/C^)K_`%[_`(*J>$/BKX^_9,\1?$3Q,VHZVW@GX5>!%M;]_P!N MGQO?7K2W>J:*/A+KOAZ]\*7&H7+7WCWXL7FF6"?:C'(O-\6?$+7=*\-Z M;XW^(&JVAO9;J^UGQ#=6,?AW26D_LJTN;6VM+6QB^3?V"-&'C'_@IU_P6%^. M,NEPB&R^(/[-_P"SWH.M&RCCEF3X9?!ZVU'Q986EX85DDACU;7-)_M`12M'- M=V\"S[YK)!%\W_##X[?"']D[_@JG_P`%3/BS^V_XUM?ACXM\0^&/@)'^S+K/ MCJVNDB\9_LVZ!X/U&;6/#OP3E%I,WB?5!\08Q#XC\&>%'NM=N_$?V9[C2YYW M65/I\5AZ&+KXFE2H3C&E@<)F]?"X7E6(Q>.QZP+J4,._8S=+#X1X^3ITE1J^ MSI4J[LG6O4PU'#SJ54W4Q6(RREB,1S>QP^%P4L4HUJ_P"\@IUL4L(E M*HYT^>I4HK:G:I^REQ^VM^RM;?"#X7?'L_&SP?=?"#XU>,?"'P\^%OCC39-1 MU;2_&?CGQYJT^A>%O">F0:9I]WJ,>NZAK5K=Z7<:=?65I<:1?V=[;:TFG2V= MRL7?S?M!_!J#XL^*_@9-X^T=/BOX&^&%G\9O%_@UH]0^W>'_`(8W^J7NBV7B M[4KO['_9<-AI_LZ_!?\`X)N^,?VH M],U#X%?#KX]_\%@_C1^WA>^$O%.BZT)/A#\-SH7B[QO\,_!&NZ%IFGW]YIOB M?Q#<7&FZCIWA.UTW^T7UKQ$NFK8KJD5Y&OO?@'XT?$+XB:Y_P<$?MN_$'P)X M@^&6I>'OV8/!_P`&/ASX"UK2K^T\6^&O"5E\$O'OBSPK9>(X2K26GCJYB\5> M&M?\6:!9M,?#OB#79?#UP[7>DR45>'*,55E3KUJE->V5&JI4W"I4>;X;*Z%. M%H-5'!SK5*\J;<6E2DO9QJP50AG59N$:E*G3G>FZL&I<]."RRKF%>?2A\$K&TL_$\U MQXOAU_6]1\->'KRZC&@[O"=AXC\0Z5J&C>';WQD/#]MKU[:7(TB2\AMYYHOF MFV_X*7>`_%'_``5:TW]D7PY\2+Z+X?\`A+X'Z_H_B[0X_AOXXF;7OVG_`!%\ M4]*T+PSX8N-:D\'22:3IWACP5X;\2ZC'XB:^T[P)JS:^<:YJ$UE`+?\`,GPU M^R5H_P"SG\#O^"#_`.S986>H:IXX^-O[6GP9_:&^.FN:G8NVN:Q=_!WX%ZSX M[@T'59PDD]AX;^&MK?:!X)\*Z0\D5CIEEI8G$:ZGJ&I7%U][?LT?&3X3^'O^ M"QW_``4HT+XE^/M"\%_%OX@)^R1\+O@O\//$T\FF>(O'GA#P9\(-4\2:EK?@ MR"\BC76]+GU_Q-J"R_V9+.L%S97*4(X:3C!4Y5ZK4M4J7M>>GSJ-)1QV/KSPU.K/#85O'8*G6485+K MGP$L?4P[E*O%2FY*E!..C]K[-PJ*#=7]T:***^3/I`HHHH`****`/YH_^"^W M_!''_ALOP1>?M6_LY>&XY/VJOAIX?$7B/PKI4$4,_P`>?`&CQO(NBA5\M+GX MD>%;7S)/!UW,_G:YIDQ2?`KQ.+R=[_`,!>*C-"UY8?#W5]1^U+9/=0K_P@WB-I M[>\6VT/49WT;^^>OY=_^"U7_``0C^"W[0FA_%[]M7X*^([/X&_&/PCX%\9_$ MOXJZ&FA?VC\//C#%X,\.W_B/4=4O-,L)K*Z\+?$+4++2YH+CQ-IOVRPU^X:" M;7]'EOVN-8?[W(,]P.-R]\+\1\\L!4DO[-QT(N=?+L0Y6A%6C.3I7;5.2C+V M:G.E.,J%3]S\?G.4XO"XS^W\DY8XR$7]>PDFH4<=15G-RUC%5.6*<[M*[W7(_`'BO0/'-K MX:^%G@OX8^-?%U[K>HZAX=U'4++2KS6_$FE^&](T6&ZF%S>VDFM7$%N8[-YD M_C6_X.F?^4EOAW_LU[X6^W_,Y?%*ODW_`(-\8X4_X*V?LH&"*.)9)?BK(1'& MB9+?!GQX06V`9(!QDYKZQ_X.F3C_`(*6>'3Z?LN_"X_^7C\4J^KR3(*].OO'?P#\$V7PN^*G@N6ZMX_$OA;7M#N[R.TOKS2O,^U?V#XD MT][75M`UA8VL;V">2T6?^T+#4+:V_:ROX8OV%_\`@VXE^.W[-WP'_:H\*_MZ M_%+X+>(OC/\`##P[XYGTGP+\.TL[SP]'XBM#=/H4/BG2OB1X?U34[2V\PIYL M\%LLQ+N;9"U?:O\`Q#+?%O\`Z2[_`+5G_@L\4_\`S[J^.SG+>&ZF:X^I2XE5 M!5,7B)SH5LIS"I.C5E5DZU/VE.')4C"HYJ$THWC9-.SD_I0R[!0GD#J MGZ+ MHVDV5SJ&JZOJU[;:=I>F:?:1//=WVH7]Y)#:V5G:PH\UQ=7,L<,$2-)(ZHI( M_P`I_P#X+"?'OX;_`+37_!1?]JKXR?"+6%\1_#GQ!XJTG1?#'B2)2MEXDMO! M'@KP]X*O-?TEB`TVAZMJ6@WMYHEVRJ;W2I+.]V(+@(O]1_B#_@UR\;^+=+GT M/Q9_P55_:.\5:'=8^UZ)XE\)ZOK^C787.T7>E:M\9;RPN5&3\L]O(O)XYK^2 MG_@I#^Q_9?L%_M<_%C]E?3_'MY\3K3X<:=X.N(O&M_H%OX7N]6_X2WP1HGBU MXY=$M=2U>"S&GOK+6"&/4)Q.ELLY$9D,:_6^'F#R/#9IB98/.7F6/G@YPC1A M@,5A*5/"JOAY5:CGB(KGJ.HJ,8Q3ARQYG:=[P^=XSQ6:XC+Z"Q65+`82&+IR M=2>,P^)J3KNE5C3A&%"3Y(*+J.4FG=J.L4K2_P!-SPY\>_A_^SA^QM^S3\1O MBAJ<6A>"KKP9^S)X!U/Q#=3PVVG>'KOXDZ?X)\$:'K&L7-P\<-KHUMKVN:8N MJWLCI'86,LU]*PAMY*^VU964,I#*P!5@00P/(((X((Y!'!'(XK^"?'GAO M]EK_`(**^,?AEX/_`&=X_!'AB30?B/\`$[QDD<&G^)K+6W\/V'AR33?"?BV\ MDT_2[7PY=6[QZA=Q"TB:S@M0$V1?'8/AB&993BLYEF6&R^GALSQ.%Q,L9&L MZ/);"NA*$J%.K-3E4Q$H2BX6=X-25G?Z3$<0SP&8X?*XX"OCI5L!A\10CA'3 M]MS6K>VC.-:I3@XJG14XRC.ZM).,KJW^A#\2/B9\/?@]X)\0_$CXI^-/#7P^ M\!>%-.GU7Q%XM\6ZO9Z)H6DV,",[RW5_?2PPAWQY=O;HSW-WE_"KP3XSO-"U"T\.^# M_A[)KDE]XT^-'Q%U)[=+?PW;>(M2GO=0T+1K^2+7=3T72/#^C65C/K,MS;1_ M:7QQ_P"#?7_@M)^TU)8O^T/^W=\+_C1'ICK+IMA\0/BO\:M;T73IE`"W%CX? M?P!'H5K=`*/]*@TY+DGDRY)K\H_B]\&_^"IW_!!;XNZ'=Z7\1?$'PTTCQS=V MNH:#X]^%>O7GB/X"_&"[\.Q-,^@^*O#VMV%KIFK:MHD-W.MQX9\:>'K;5HM- MN9M0T9Y+";[597@:E:KEF?97F/$E3#5J>7TZD<11P>'E)+VLXJ=-5L M35=/FMRP5H>2\'B',$O&,-EJ+V MEI=S3WFB:MIFKZ+NS;6;Y5/EV#8+<`\GBOR_&X+&8/'5\%C*(8?!^G_$[XC_#634/$6A6 MV@SZ]XA^&?B>\\(^(]:TN&WO;_[?H%YJVG7*Z1JT\D%Q?VT7F36ELP\L4?@C M^TI\'/VG_&WQ]$>#-$UJ^UG]E#XT7WP6\:ZIXK\-:?;Z;'\0],T72];U*3P M-J)O=1FO[*RM=3L[>YU+R=+N$O%>#[.5C61OPX_X)*:U_P`%-OAK_P`$^/V= MK/X2_LI_LM^+_A[XMT#Q!\5M%\7>//VH?&7@GQ=X@MOBOXQ\0_$-]4\0^&-- M^"GBG3]$O6'B$1&VM]F7/PD\??M(:5\(/'EOX>NKEM)N+I;#3=/ M2/PMX@D2.9;*UANQ9@S-;K[E?(8QKYE2H5*,^3,J&69=RXW#U9.K7KUH0>(C M2E.<.>CAJL5&<:?O2UUBXGDTLW;HX*I6A57-@:N/QC>%JTX\E"E1E/V+JQA& M:A5KP?-!RO&*:=I)O^KZZT^POC;F]LK2\-G<17EH;NWAN#:W<.?)NK%?V.?@PGQ6UOP/=>/9/$GQ0^%/PIT;P9H]Y MI>DZCXH\6?%SQWHG@/1H_MFI036L@L9-6;5KX2PSSOIVFW2PH\H1:^+/B_\` M\%(-1^''Q?\`VO\`XER7.GM^Q;^P1\*]/\-?$^[TO2K>_P#%_P`:_P!K[QU) MI&J^'_A%\/M=N+A;2TC\%:#JWAC0]>AMHIIY_'/CW3M/OI(+72+M6_/G]KC_ M`(;!^*/Q9_X)*^"OVHOC-X'L_$?[2?[9GPW^-6I?L9^!?A[H-AHGP>\*_!K2 M[WXE++<_$[4+RZ^)7C'6/!UM)9:#XLO]0BT_POKOBW4IET31]+MM(M&NN3`9 M/.I7P\L8Z<,*TZTX.=3GJTZ6%^OUJ,/90DXU%@_9U:LI2ITZ,:U)5*L*DE$Z M<9F484:RPRG.OS*E&48T^2E.IB/J=.K/VDXJ4'B5.G!14Y5)4JG+"4(2DOZC M&M;9W@E>V@:6UW?9I&BC9[8NNQ_(65W+\IXXJL^D:3)J,>KR:9I MTFK0P_9XM4>RMGU&*WW,WD1WK1&Y2'<[MY2RA-S,=N6.?YG_`(F_\%8/VA_V MA?B/\7?#G["OC3P]_P`)/\-_CFGP'^!?[/WA[X2/\7/'?[07B'P?XDT>P^+' MQ;^/'B^\EB\-?L]_LSZ3:3:S9>&=:ZFN*?L7A^?^FFW-Q]F M@:[6%+KR(SPO.%-Q_>I1=* M;;G'W)QE+WH\EW&2C+DE3J).G4A*7P+\7?\`@H;X$^'WQN\3_LZ?#;X)_M$? MM/\`Q=^'WAW0?%/Q4\/_`+/O@?0M>TOX5Z5XJ@EO/"]KXW\5^,O%_@CPU9>) M/$FGQ/JFB>%=/U/4]=N],4WLEG;P-&TGV?\`#SQ@?B#X'\*^-SX5\9>!SXIT M.PUL^#_B'HJ^'/''ALW\"S?V/XJT%;N_72-\ M7_MG_$+PQ^UW\:?VLOV-=$O$VA_$+X/?%O]JGQ%^TYJ_[ M(L4GPZ\6?M._"_X,?`&STWQA\*OA+X#0+X"U+Q[XL^(,&A>/9[6WO+/PQ#?I M'*W[4_LJ_M@^/_VQ_BMX7\<_"+P7XYTW]C:S^!EYJ&L?%'XF?#'4OAE!\7OB M]XFUWPO-X,O_`(+:?XEN#XNU3P7H/A;3?&DGB?5KNRB\/R7FO>';+3=1U2_L MKR2+T,?E,\/AZ-2%#V<(T(2Q->K4GSQQ/LE[;#5$XJA&HL0JM.A1HRJ55&#C MB.2K"M&GQX+,HUZU:$JO/)U91H4Z<(F^9UIP]@ZKYA_;;Y_ M8Q_:Z'_5L/Q\_P#55>+*Z<%_OF$_[":'_IV!SXO_`'3%?]@];_TW(_SH/^#? M#_E+3^R7]?BI_P"J8\=U]8_\'37_`"DL\/?]FN_"[_U,?BG7R=_P;X?\I:?V M2_K\5/\`U3'CNOK'_@Z:_P"4EGA[_LUWX7?^IC\4Z_?*_P#R<;#?]D]4_P#4 MFN?CE'_DA:W_`&.Z?_IC#G]F'_!(3_E&%^PQ_P!FX_#K_P!-"5^CE?G'_P`$ MA/\`E&%^PQ_V;C\.O_30E?HY7X3FO_(TS+_L/QG_`*D5#]>RW_D78#_L"PO_ M`*8IA7^8I_P<3?\`*6S]J3_L#?!__P!4SX*K_3KK_,4_X.)O^4MG[4G_`&!O M@_\`^J9\%5]OX7_\E%6_[%>(_P#4K!'RO'__`")*7_8QPW_IK$']6W_!9+_E M`!<_]DJ_9"_]2'X55\"_\&B/_(M_MT_]C#\!_P#TU?$ROOK_`(+)?\H`+G_L ME7[(7_J0_"JO@7_@T1_Y%O\`;I_[&'X#_P#IJ^)E;X;_`)-UQ%_V/8_^I&4G M/4_Y+;)O^Q1_[KX\_LOK\]/^"J?[,/A/]K;]@G]I#X6>)=,@O-3L?AOXE^(/ MP^U`VL=S?^'_`(C_``]T>^\4>$=5TEV&^VNI[ZP;1+QX65[C1M7U.P??!=RQ MM^A=?%G_``48^.7A_P#9Q_89_:F^+WB'4$T^+PY\%_'%AHK%E\V\\8>*=%NO M"G@K3;:,LK37&H^*]:TBT2./+[9'DQMC8C\^RZ6(AF&!EA')8E8O#/#\E^?V MWMH>S4;)W;G9)6=WIU/M<;&C/!XN.(2="6&KJLI?#[)TI>TOM91;0WO@VTLOB'H6I3 M6X)CEN+'^PM5T^VD=?,BBUFZ".BR2I)_?9^U5$O$'Q__9I^//P-\*>*[+P- MXB^+_P`)O'?PVTGQAJ.E3ZY8^&KKQGX=O_#XUBZT>VO]+N-2ALH[]YFLX=1L MGGV[%N8B=P_@W_X-:O@AK/CO_@H5K7Q;%I=-X<^`7P1\77M_JB*?LB>)_B.; M3P/X?TN:4C:9K[1IO&-_%"O[QETEI>$B8-_H>W=U#8VMS>W+B.WL[>:ZN)&^ M['#;QM+*[=>$C1F/L*^U\1*L*?%2J8=Q5:CA,#.K9*5L1!RG3YE)-2:H_5]) M)IQLFN6R/E>":[I5<3BXTU>4?W$E&,U&2:DOWOMM4TT[M-:'SW\*O M@3+\(/V3_`/[-?A7Q!;"]^'?P$\/_!S1?%\!VWA&V\33:3#>> M?'#-J%L-8ETZ+4!*JNULEX'`GK\9/VL/V>?#/[(G_!$/3?\`@G7J'C6T^*'Q MI\;>&_#7[._PGQWUC]I M[XK?'KQ/#\%/V0_$=WX"^(/PC^,^CZO^T;K7@GPQ\'/"_P`+3X.;QQ92OX"M MI]0&MZ!XCBOM$L]+EO6DM;)%GC_H-\9_"_\`8._9Y\B77A[PG=:K=SK<>(KK3[4Z`I$Z8OB#6 M='L3;N+BRBD1/'=&OE>(A.MB?K?_``JSK*CA:+=6MF^4S5H5/;1I5(T.?&5% M[?#JO&;=2$::J1YH>E"M0S'#RA3H/"I9=3IJKB)Q]E3RW,(OWHQK>RE!) M?C1KVC2^+$\<_M"Z'\0='^+GBWQKXYT]KRPU#7M.\:>.;&[@O@U\E]9:#)I] MM:EDTRWMC#X1_P""8OQ M:SJNK6*1V6GV/WKX2_;9_9*\<_"7QE\=_"?[07POUGX.?#O5(]"\=?$>#Q-: M1>%?"&MR-I<:Z/XCU.Z\B/1]4$NMZ/#)I]$KN*;4[*&6))9XT;\S_\`@KA^ MV)\-O%G[,WQ._9Q_9W_:%TL_M#:S\>_V4_@!XHT[X4>-9(_'WPTOOC=\7_#M MK%;:Q>>&[Z#4?#EYK/A;2?$L#VINX+Q[=+JSNH8TDF4882OG.(Q'U'FJ4?K. M*Q4,35J8.+=!YFJ&$Q\JDW1]I2IRA.A[2FI0C%^S<5&4HM[XFEE="@L5:%3V M&'P\J%.GB6HUE@74Q."J>SJ5%*%3DJO'T^WM(+N.TU*T_8(J&4JX#!@592 M,J01@@@]00<$'K7S;\+?VK/V7?B7\1_%7[/_`,*OCW\,?B!\6/A5IVSQI\/_ M``UXTTG7_%OAVTTFX@T6\FU6SM+J>9VT[46BT[6)(VF?3M3D%GJ/V>[;RJQE M_;G_`&.W^,B?L^1_M*?!Z3XS2:\?"B?#^/QMH\FM-XM6`W+>$`R7#6'_``EZ MP@LWA7[9_P`)`K`QG3A*"E>;B7F&,JRE7P]65:--XBJXX1TZDH3C&4L37Y*< M924XJ,W6J73NY7O*3?=AU@\-2C&C5IQI.7L::>(N>-_P!I;]G'X:_$SQSJ'Q$\6_"KX;^)M*\?>'_!GC/PE9>+M1N/$/A-/'FD M%]*U=TGU"#5HH(X6_5_]FGX">$?V7/@'\*/V>_`EYJ^H^%?A-X-TOPAI6J:_ M<)=:WK'V%&DOM9U::*.&`ZAK&I3WFIW<=M##:037;P6D,-M'%&O5V?Q>^&&H M_$7Q3\(K#QWX9O/B?X(\,:1XT\7>`K?5;:7Q3X<$^()KJ#0_$.KZ0KFZLM) MU>:QO(M.O)T6&Z>VG6)F,3XX;3_VJOV<-5\(?#7Q_IOQL^&][X(^,?C6+X<_ M"KQ5!XHTU]"^(/CN>]U33H?"?A/4?.%MK6N2WVAZS:K8V;R2F;2[Y,?Z-*4> M*Q>/QJM7BYE)1M&<(J5>6REU'3(M1L9+E+:>>)4NH661@X-%<$X3IR<*D)0G%VE"<7&47V<9)-/R: M.R,HSBI0E&<7M*+4HNSL[--IZIK3J>Q4445)1D:OX@T'P_%'/KVMZ1HD,QD$ M4VKZE9:;%*8E#RB.2\FA1S&I#2!2=BD%L`@U^#O_``67_P""MW[(_P"S_P#L MB?';X2>$/C?\.OB3^T-\8/AOXN^%G@SX;_#[Q5H7C/5=&E\%=6\4>,V MT*]O[/PMH_AS3+^_OC#K,UMJ6K7L=GIVF64YN9;BU_;OQ[\*?A=\5;73['XH M?#;P#\2++29KBXTNS\>^#O#OC"UTVXNHEANI]/M_$.G:C%9S7,*)#<2VR1O- M$BQR,R*`//\`0/V4/V6O"EW]O\+_`+-?P!\-WY()O=`^#GP[T>[)'(/VG3O# MEM-D'D'?D5Z>6U\NPN(H8G&T<5BO8585?JU&I2H0JNG-2C"=:4:TU"32Y^6D MI-7C&47:2X,=2QM>C6H86KAZ'M:!=;\ M5>*?#=YX%T3P]HWB/Q/_`&;INJ);1>(;W5M9U"SN'TW3%LK2SO;R&]U.R@E^ M=?\`@X/_`&M/@+^U?_P4.UKQ=\!_'NC>/O!7@#X5^"_A-?>--'O()_#6O>*O M#.K^+M8UV3POJ2R&/6M%L'\2P:4FM6@>PU"_L-0DTV:\L%MKRY_TE_B5H/PU MNOAGXKTWXE>$/"_BCX8Z;X>O=5\2^$O$/AG2/$GAJ[T3P["=;DBN?#.IVEUI M5_'9G3DN[6UFM'1+JW@DB"2QHZ_FS\./@C\`#$O#O[5_P`;?@S^QO\`#?X2 M>(/`]I\2;WX9VO[+OPTO$\(>"_%>FQ:CX&TR[\>O9?VKJ_CJ*TU308M=_L[0 M&TG5?$5Q=>'O#6A[)-/U*?[O!\90KYY6XBQ>`JRJPP\,LP6$H5TH*-1RJ1@Y M/#U*F(Q$Y*J^90HTH\\(R:;@CY+$\+3AE%+),-C*<:52/_A;)XATJ#X@Z!K'@E5T[4K^3PI)=+K%UX=NX9+'4],\0V5I<:3ZTDZO;WD#KZ#X__:L\?7$G@WPMX-M/$^C>-O'_`,2_@;$_%6BQ?#2VOM4 M^`FJ>*?A7K'QU^(^J:AJ&M^(&T3Q3>Q?#:VMS9POIDVG>#[BUGO]4@\0LS:4 M/D,PP57%X_$XC#X;$86EB*U:NX8V47.DY5/:5G*5."O1I>U351TXW5HKFJ2A M&?TV!KK#8+#X>M6HXBI0HT://AHR4:BC34*;49R=IU.1^XIRMJW:"DX_??C+ MQOX+^'/AS4O&/Q"\7^%_`GA'1TBDU?Q5XRU_2?"_AS2HYYH[:&34M)[JZB62:6.)"9'53_EC_`/!:+]I#X0_M0_\`!23]IGXN_!KQ?I?B MSX=:MJ/A/PKX=\56EU#_`&9XD?P-X#\.^#M4UK1I68?:M#N]9T>__LB_`\O4 M;!(-0@W6]U"Q_P!$FR_:R_9-^)O@K3/AM\:/%/A3XQZ5?_#'_A:WCJ_\9_"> MU'@*V\-Z;X>TKXH:;<^//!VK#Q+8>&]:MO!^L>&/$%OIU[!<+]MO=&6W-CK> MMZ)HTWEOPY\#_LO^*M(_;#^(NK?L>_`/P]X%^!FNS:5X1T#Q=^S1\+O#'B.R M@\*?`KP7\2O%-QX@M&T.>\VW^J>*6DM(K[[#>66FQP6]Q:6ERLZ+[G"F/7#. M+Q6/Q.7XO$5WA_J])*:PU&5*MBL-%2@JU!U*E2=2,7%/V:C2YG).4HI>3Q%@ M)Y]A\/A*.,P]"C&LJ]2\)5JGM*5*JU%NG5C"$(PE)M^^Y3LDU%2;_/OXX_%# MX9?\%6_^"&^O?"3]C+Q[X4^)OQOT7X(?""\U'X'6?B#28_BQ::_\$]0\":EX MR\)W7@HWAUN'4YTT&^M/#=Y]C.D>(KRXTE--OY4U.&0?B_\`\&YG_!0']GC] M@SXH_M*_`_\`:\\3CX"7?Q;E\"76A^*?B-:W_AO1=!\4?#X^*=.U7P;XUCU& MT@N_"=_>P^(HKC3[[6H+2P%QI]_87L]I<-:"X_IK_9'^)/PG^$%A=_$3XC_! M7X5^`;_4/@"GQ3T7XL_#K]EG3O@AKFJZ?X4^']CX[_:0\'6MC;Z;:Z]J/@[X M>7]]X*LO#VMO]EM_%VKZY+X?C&K:EX9FU.XZ_P`3?&7]F?QUXV_:+/QQ^$'P ML^(&H>#_`!]\2/"WPKU+Q9\#/#OBJTLD^%'[,_A3XS^)_#GBCQAK6B:@J>*[ M\6WQ`\01:9-/&UOH&BP6<[6\\FG)?]5+'1H8+.L@EEN+Q&4XZO\`7J=2EB8Q MQ6'K*KA7)0J?572Q%.E.C2]I&I1H2IJG6C4M*T8XSP$JN,RO-XXS#4LQPE'Z MI.$J,I8>M2=.K&+E'VRJ4I3A5JT@XWBN9^F^,_\`@L/_`,$N_`?A MZ^\2Z[^W5^S=<:?81M(]MX;^)6A>,=;N6",ZP:?X>\*7&LZYJ-Q)MVQPV>GS M,6(SM!S7\?W_``4S_P""DOQX_P""X7Q<\&_LA?L%?"7XD>)O@5X>\1VVMV&E MVND3P:_\3/%T"RVEKX^^)4L$[>YNWT*V\2ZE:K;RSW7B#79H[\ M:5I>E_U6_!#PQ^QSJ^D>%=!\9?LS_`#QU\7==30-(UCP5X#_`&0_A[87OAC7 M?#GPV^%.I?%[6+RZ?2Y=/O?!6@>,/B'IQN?$S-I-K8WGB&S\%Z=9ZSJNDSSW M'M?Q_P#B_P"`?V+[WX*>`?@G\,OA/X4;X@_%'P,WQ%TG0M&\.>"+#PK\$M1^ M(GA#X>^+_'%KI.@QZ.NI:Z/%7Q$$Z+H-D89!88JG'!T9QBW+$QHTL-1J5I0M*,&ZL8W3=*2J*,SHS##8 M_,$*EBLRP^%P+<5BU@<-4>)JQ7+"4K-<\>6\7YG_`,$@ MO^":GA__`()I?LPP>`+^[TSQ'\;_`(D7]GXV^.OC33%$?`MC+/IFBRSQQ2ZC?76M:]+!:OK!L[;ZX_;@\?K\*OV,_VK?B.;K[ M%)X*_9V^,GB&VN_-$)M[[3OA_K\^GRK*<"-EOEMRC=0V,*](UBVO[#6 MQ9VZZ'H\NCZ^^HZU;P^'->DTWBO'W[8?[.^F6OBOP]\1+779?#NF:;X@T?QN M=;\"W.L>#K7Q7HOPMO?C#X@^#FN7+17VC7WQ$@^&=A>^(+OPG']NM'2(Z0]\ MVM2Q:9)\]4>8X[,98_&4*^*K5L0L3B+0M*I&,JE2H^PHMRNH-QE&$FV[SDY)SE)OFG+FDVVVS^4"^^ M$G_!-?P9_P`$V_V9[O\`94U?PSK?_!7G5/A+\'KGX%ZE^RA\0=6\4?M'Q?M% MZU8>';[6Y?$&E^#_`!!K%AX:\.VTNHZK%\37\6Z?I>AVFCQ:K#<"*\2*(?H! M;?M1Z!H/_!3+XV>(?VU-3M?&?QF_8B_9H_9G^&?[*/[/NGK;7/B7XI_M&?'O MP3;ZY\7/'OP4\"[2->\6>*_%26?@6T\:V-I):>"?!3W=[JM]I&AQ7]Y!^Q=] M^TA^Q=^SY>Z\VD>#='\%ZYIU[XTTC4+/X??""VLMXO/[!^'?B_1=4U-I'6""[-Y82R+/8W&Q+?\`:!^!NH_&CXF^*_$'P3$/ MBCX:ZC\,/A/\//BI+\-](U/XB_$[Q-\5?`<7Q%7X=_#O4$MY?%DZQ>$MK*BG#!\M.>&=&BY-1QN*J\R3E"/CT*71!]NTJR\4^./VE[:"Y_L!_%OBSQA\1_%?CN^-I-J_P`2?$6K>,=5U'3/$.LWDS67C7Q% M;SZ>;4&W@7]>/#G[6?['>L6_PK\*Z#X2?;JB?"#QUX#\*VWPB$ M,]%^&.N/9V^FMI7@_5]>\2^&=?LH[^"6WN;:ZOH[Z2X6QNKR^@C\%_&CX"?M M?^'O@IHWQ?\`V?K3Q'KGQ6T/QK\2O!7@/XI_#3POXR@\/_#S0O$D>A:?X]U! M?$L>I:?IUOKECJ'A=G.E"\U"*ZU>%+FU@T\17C$\RQD,1'$O+J^'PU''YEC7 M23@G&KC\*XX5\LX)588&CA*=2*FI0ER--T_:Q;J&6T'1=%8NE6KU,'@<+&HU M+WH86NIXCFE&3<)8RM7DI2BU./,I)2=-GXO>,_`Z_$;X\?M$_M'?\$WO`VE: M9\&_^"?'_!-OXX?LQ_`KQ_\`"_1[9-"^,'[2WBVSU+6-0T'X:>(+,*WQ*L/A M-H]I#/?>+--N=8M[_P"*&I201ZGJNIW-],WC'BO4OV>_'G_!%7]A;]BO]D_6 M/!/Q+_:H_:$\4?LY:WX6\->"]3TS4_BAX1^-=AXTT7XD_'7X\_$:&PEN_$_@ MS4/`U]8^+8_&?C3Q,+"^TZ:]CTI[KRG6U7^OG1-"T3PSI&GZ!X;T;2O#^A:3 M;I9Z7HFB:?::3I&FVD>?+M=/TVPAM[.SMX\G9!;PQQ)D[5&:XSPM\&_A#X&\ M2:]XR\$_"KX;^#O&'BIG?Q/XK\+>!O#'A[Q)XC>68W$KZ]KNDZ7::IK#23DS MNVH75P7F)E8E_FK@I\01A[#FP]2?U*OA,1@[UDW4G@X5O9QQLW#FK1>(KU<3 M+DY7>K6HJT:D9T^J>3-NJX5H0^M4<11Q%J;BJ<<1.BYO"QC-1IR5&C"@N;F_ MATJK;<'"?\N_Q`_;=\+?L]_M2?\`!V<&A6-Y-KN MMZ7;W/&:S^S?J'Q1^!__``;D_L'7/BC4O"5GXR\/>,/V@?B9-H5V]MKDOA;P MO\'+?QSXE.G7ELWVG3-9\067Q)\1Z#;ZW%MDT2_U]]2@<7=K$*_K!D^$GPIF MUKQ;XDE^&/P]E\1>/M+30_'6OR>"_#;ZUXUT6**."/2/%NJ-IIOO$>EQP0PP MII^L3WEHD44<:PA$4#H4$^%([_0]5C\,>'H]4\,:=/H_AK4DT735O\`P]I% MU%#;W.EZ'>+;"XTG3KB"VMX9[&PDM[::*WACDB9(HU5KB"E25)X?"3A4A1I1 ME4G6C-NMA\CGE&&G&/LE%4\/.I4Q,8M.4I3:E/6/++R:I4!OA7X%$?# MKP;I,<4>G>&/!7A_2_#6B6HAM;>R21-.TBUM+9K@VMI:P27,D;W,R6\0FED* M*05W%%?,RE*4G*4G*4FVY2;\DHI1BE&*2222226R26B2Z)!1 M112&%%%%`$%U:VU[;7%G>6\-W:7<$MK=6MS$DUO?L7?#[4OAS)O#WBSP;'H;ZAX0N=:UN#P3JOA70X?"VG^/\`5_&>DV.D6?\`8=SI M][I4LMHWV#16U+$5J#O1J2@U.%1-6]VI3;=.I&Z?+.%WRSC:23DD[-IYSI4Z MGQQ4O=E!WOK"=N:+LU>,K*\7=-I.UTCY9U;]D3X8Z[X<^,GAW6-5\<7S_'/X M6>'?@_XTU\Z[8VFO6WA#PM!XRCT:/PO/IVC6>G^')K2X\>>(;Z"SL--&@6LT MMK:V.B6NE6D>G5Q]M^R+%'\2[?7KSQCXCU?PPO\`PEGC77-;UO6+:\^(OBKX MP>+_`(0:)^SVOB*:XTWP]HOA_0=)\+_";1-0%A;:?8S+J/BOQAJ&HK9:19Z1 M!:ZC]K45K''XN*FE6DU.,H2O9^[*G3HR2NM+TJ5.%MDH0:2E"+4/#4).+=-> MZU)6TUC.51-_]ORE*^[-O!&AZAX\T'PSX\T_P M#!K-CI6KZ!!<#6?AMI'P\T7PQXH_M23PO-JVJZI;6GPO$N^E^);W7?!PNH= M6FMO"]M_;VL+>>C+^S1$_"GP8^._P`,+O7/$VG>"OC==?%+Q1\5O%&L>)[5 M-<^T?$_2&T_QSK`\1W]D+33(QI<;>1/=V\UOIL,>6S!$J)^>0_;8_:;\9W6J M:U\.++2_/\5>#/#-SX2\`Z]\/]1M]!\!^+OB!^UOX'^!W@+PYXD\6G&N:MXL MT[X?'QOXE^+VGM;6VG>%-9GL[33+=8]%NS<<1\:?VBOCI\7/AU\0/@)K=\;9 MO$'B&;P3)JVC_#*ZCUGXJ>#?B9^V-XT_9Q\/VNGZ7?MJ.E^&O"7A/X>>$+_Q M!\1O%:2W6H27'BGP6FFM8-=2MJ_N+`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`_P")D'Q9\0_%.!KJX\?^%]$T M+4/&.M7>B)J'PS\.^$;>ZGTIOASK>JZ7-'X%73M8O=3\7S:@C3RR>)+Z?4;N M>2WM["TL_@3PS^UC^U?!X:T#4/B7K'A+2]3G?]DB;Q3X?\*^"$M_&)+B>P\?>(_#M_KGPKUC6-(DM[?5(M"'Q%LO#@&J0>'XXL? MX@?M&_%#]H'P[XR^#-WI4LOA_P`47.L>$?$SP^$-3L$A7QO_`,%`="^`GPY\ M-P:DRN)[W1_@EH7C'7/&HV;&?5=,U"\>U6.:"+:.`S2->G.6,BE&I2I2Q%*K M*3IPJ3A74E)PAS14^5K7E<^6-U%W(>)P3\,O'GB76/&V MM^*[OP;;7_AJ_M);'Q1=?$?QU!JEIXMM_%1@T_Q+>:?HLVDVMMIL=CS7BS]@ M7X)>-(O&MCKVJ_$>YT+QM>^,O$[T> MZU.;QQJ_A(W]H;CQ#J.O:#97FN>(-2T_0;6]UF\E?\_-7_:[^+GP]\&?'2S\ M*?$C6/$?CN7QM^W+\1WO-7^&IUS7_"4_P0\=:5\/OA+\"/#7A5+6TTZ35O%6 MDZCX5\?:U>ZNTZ:3\.;36-8T^WE;5[;5],]"^*?[37[6MO;_`!MM[34-,T+0 M?#FD?M:Z7X:O/#_PYU#5?$3VWP$_9U\$74WB^.XGDFMX]1?]H37K_3?#NEPZ M=>P:QX974F#3SVVGM::1P.;PJ1<<="#FZRC4E.I3E)TW%U;)T>>3E-SE'K4_ M>U6DJLI3EXG`RB[X>4E'V;<5&$DN>+4+VFXI*/+%WLH^Y#5P2C]DM^P;\$9K M+QC:W5]\0+VX\=Z;\?+#Q%JUYXGM[C5[B?\`:3L?`6E?$W5X+U](S;:O<:3\ M.M$TG1+B-/)T?3+K5["&VDMKV..VT=>_8I^&VO>/-8\>MXU^+>E7.K>/!\1X M_#^C>+=-L_#FB^);OX+3_L_^(9=!B?P[<:QIUMXI^&4MOI.K1#6I9;"[L+34 M_"T_AV[>]>\\[_9Y^+'B.;XL>`OA!#\3['XL?#JW_9H\':]X:\5^&=.TF_N] M3U?1;30K77M<^+-V$CU7PU?^*;+Q#X9U7X:7%A&GA_Q;I\7C"*[`UO0F>X_0 M>O+Q.(S#"U/9SQ=27-2DHN\K>RK23E%QJ1C*',Z:YXZ[ZJTDMF?'_`(/_`&'_`((^!X_!\.B+XN\KP1<_ M!6;14NM>AD!A^`7PUUSX8?#O3[UX=-MY+C3[+2_$>K^(+VW5XC<>+[M];@DM M`3:&]X$_8_\``_@:W^`^GCQS\3_%FD_LX+PZ3X2\177AN+3_[;BTO6+&PT6[\46.OZSI5OJ@^LJ*YY8_& M34E/$5)\Z2DY-2;2ISI:-IM/V=2<+IIN,FF]K:K#4(VY:45RNZLK?:C/9.S] MZ$9:WU5^KN4445QFX4444`%%%%`!1110`4444`%%%%`!1110`4444`%%%%`! >1110`4444`%%%%`!1110`4444`%%%%`!1110!__9 ` end GRAPHIC 12 yountsignature.jpg begin 644 yountsignature.jpg M_]C_X``02D9)1@`!`0$`8`!@``#_X0!F17AI9@``24DJ``@````$`!H!!0`! M````/@```!L!!0`!````1@```"@!`P`!`````@```#$!`@`0````3@`````` M``!@`````0```&`````!````4&%I;G0N3D54('8U+C`P`/_;`$,``0$!`0$! M`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$! M`0$!`0$!`0$!`0$!`?_;`$,!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$! M`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`?_``!$(`"4! M$P,!(@`"$0$#$0'_Q``?```!!0$!`0$!`0```````````0(#!`4&!P@)"@O_ MQ`"U$``"`0,#`@0#!04$!````7T!`@,`!!$%$B$Q008346$'(G$4,H&1H0@C M0K'!%5+1\"0S8G*""0H6%Q@9&B4F)R@I*C0U-CH.$A8:'B(F*DI.4E9:7F)F:HJ.DI::GJ*FJ MLK.TM;:WN+FZPL/$Q<;'R,G*TM/4U=;7V-G:X>+CY.7FY^CIZO'R\_3U]O?X M^?K_Q``?`0`#`0$!`0$!`0$!`````````0(#!`4&!P@)"@O_Q`"U$0`"`0($ M!`,$!P4$!``!`G<``0(#$00%(3$&$D%1!V%Q$R(R@0@40I&AL<$)(S-2\!5B M7J"@X2%AH>(B8J2DY25EI>8F9JBHZ2EIJ>HJ:JRL[2UMK>X MN;K"P\3%QL?(RKR\_3U]O?X^?K_V@`,`P$` M`A$#$0`_`/[^*\]^*/Q0\'_![P5K7C[QSJ7]FZ!H=N)KAXXWN+NYE=A';V6G MV<0:>]OKN9D@M;6!'EFE=54=Z]!)`!).`!DGVKY,T33-._:`\>WGCKQ+:0ZC M\/?AKX@NM$^&ND3*LVFZUXDTR7R]=\=WL4FZ&]>SO8AI'AQ2K0V@M=1O07FN MHFA`/ISP]K`\0:'I.MK8WVF+JVGVFH#3M3A%OJ-D+N!)Q:WT`9_(NX0XCN(M MS>7*K(22N:U5D1\A6#$$@X/0CJ/J*^2OCW\?=2\-Z??>$?A+:VWB+XA7UW;> M&[6X8>=HOAO7=9*P:;'J+QLHNM27>U]_9<3F2"TMIKR^,-N@$O3?!3Q?\/\` M0K>Z^"FG_$>V\8^/OAAHNC77Q`GO=0%QJJ7_`(@DU&1K_4I)9&%N^H7UCJ,R M61DW6<`AC9$0QY`/I*D)P"3T`)_*N"T;XC^#?$6KZ]HNC>(].U.\\+K:MKYL M+A)[736O!.\-O.-9HB]_1O'G@WQ%HDWB+1/ M$NC:EH,$][:2ZS;W]L^F)<:=,]M?1/>^8+?-M/')%,WF;596&>,T`=+:WD5T M)"BR(8Y7B998WC8LAP2H=1N0]5=248'(-6J\7UKXP_#V34;'P5I?CWP\/&7B MO2[^?PS:6-W#J5PR1V

JF.S:9([&`[)3/%/VN_VE[+ M6M=_9;\/>'$^+_QO6X\JQ^*UAKNAWO@O0M"N+6)M6US5'MX].\V_T:;[6^F: M0\:EYI+&QO[E621Y0#]4=9^,.BV7Q(T;X6Z%IFH^+?$]VBWOB1=$:"2R\#:- M(LGD:IXINW;RK)KZ1/+T[3<_VA?+YD\$!@ADD'KU>2?!CX8Z7\+_``9::5:Q MWDVM:F_]L^*]:U>YBU#7]?\`$=XBMJ&IZUJ<2(+RZD<;$V`6]O`D=M:I'!$B M#GOV@?C4GP>\&WEWHVBW7C#Q_J5CJ8\%>!]-/^GZ_J%A9/=S/(ZAC9Z780K] MHU*_==D,0$<8>XEBB<`]T%W:F:2V6XA:XA1));=9$,T<(]/^(OQ=^-TM@EC? M-<)--<^+-8M%WQWT,323Z5X;\"VS3RSV+J@L[.PDB(-WJ>)].U>"+Q7?7FHVJZGK/CCQ/&^L7,MT&E'F:GJI:6[BLHC))#: M>5&$6-$%`'T@"#G!S@X/UK*UK7]#\-Z==:QXAU?3=#TFR0/>:GJU[;Z?86J$ MA0]Q=W4D4$*EB%!DD4%B%ZD"N!\8?%_X8_#[8/&GQ`\)>%Y)5+10ZWX@TS3I MINF/+AN;F.1R20.%X)&2,U$>&[B_P#VW_$M[K>H"Y'P"TG7'32+6>-H=,\2 M0Z-=2PAK-V&=4NM7NHFGO]37-II>F+;Z;8&2]N+VXB`/T^@N(+J"*YMIH[BW MGC2:">%UDBFBD4/'+'(A*O&Z,&1U)5E(8$@@U+7@?ASXZ?#?4?B0?@IX1GN= M9UWP[8G^V1H5G]IT'PM#9PHD%CJNI1/]GM;AALMX;1/,D$B^6RJ4;;[Q*1Y; M@R>5E6429`*%AM5@3QN!(*^IQQ0!P'B[XH^#O!6M>'O#>LZA(WB/Q4]U_86@ M6%M<7^K7\%@(FU"]BL[:.2065@DT;W=TX6*(.H+%B%/?B5"JN3@,H<`]=I&1 MQZX['ITKYN^#7@#QQX1_X2.[^*'B_5_%>I6&K:H^EZSK%UIMWI]QHD\\MU9W MNG*=/M[[0GALGBL]1L/M,EMYUJ9HG>.0%>>N_%/BSX^:E=Z)X"O[CPM$;-+ MNRU;XB6S-#K/C.]B9K=]+\$G*-;:)"X9=0\2C]Y<$&VTEE.^[4`],\7?'CP1 MX7U*?P_8_P!J>-?%=JJO=>%?`]B_B+6+!7&4;5A:-]CT82#)C_M6[LRX&45E MR1O_``I^)VF_%GPQ+XHTO1M:T."#6=5T.:RUV&WBNA>:/<&UNWA>TN+NUN;7 MSP\<=Q;W$D;O'(H.Y&%?*_P@^&&JZ3JNN?"_QQXCGTJ71RVK6&@^#+*T\.>' MO&7AV[N/)37+R_B6X\2:IJ!E3[)KL6I:O/-'@O/$/BOQ!?MY>G:%X?TM M'$]_J-Y,0B(@$<2[IIWCB5G`!Z[17EWPJU+XC:QH=UK?Q*T_1]`U#5[Y[[1_ M#&F-+-<^'=#EC066GZWJ$DSPW^MG#2ZA)9Q0V<$LGV6`3+%YTGJ&1ZC\Q0`M M%&0>AHH`***^,_CC^TC\0/`?C]_A5\._A!JWQ%\1ZEX6M-?L=6T34K6[M/#D M%SJ$^FW.I^+M'7R-1M-/LWC$]C%:3376NM'<6EHD30RS1@'T?X[^)?@[X^*-62UDOK@6>E:7;1RW^M:S>L0$L]'T>S2;4-1N"2-R6MO((U/F2M'&"PX MGP3\<;/Q=XUF\#W?@WQAX2U5_#DGBO2O^$FL[.T_M71;?48=+N;B*&VN[FXM M7ANKFV!BOH[>1EF!4$HX7P3P9K.@>#;VY\3:OX1^,7Q4^+NK1&.[US4?A[?V MLUL6C1AI'AX7YAT3PIH`E^58(+]0Y4RW]U)O#^B:/J$UP\FJ^"_V?OAJMQJ-]I$'B&YMFA37_'&N7MQJ.M-HEG+`EV\ M=@D\\.F6<5S<@'Z0+(I^4NI;T'7D\#'Z9[T_`R&QR!@'V-?G[\"?`OC"\^/O MB7Q'-KWC_4O"OPXTFX\*ZMXL\9ZCJ4;?$_Q_J\D5WK#Z'X>WP:+IOA#P?9Q6 MMM8365@%NM5U"ZBAF>/3VDE_0.@`HHIDBEEPO!#!AR1R#GMV]1WH`?14`FX& M]'#?Q`*2,^QRL+K5-#UC3;&]DTR]U#2[^RM-1B4/+I]S=6LL, M%[&C$!Y+65TG120&:,`GFOD?0OA?\3?"OPYTSPKXX^(WA?X>_#[P3X?L[&_O M/A_%>V&JZGINEV?EW][J/B37W/\`8;7QB-W=SZ=;&\66:X9;X.5DK[-(!!!Z M&OS>^/-[K7[2'QBB_9N\/WMU:>"O#\=O>?$R:PGDBFN;$O'-?+>7,!/V2)(G MM]'T:W<^;J>IW^I7J1B+P_O8`Y[X9>$-?_:$\26?C?X=:F/AI^SMX5MKC2?A MIJ-E9//XS\:WMX\D'BGQW:7&I*ZV1U18H].TCQ!J"7NJ26HOKZV2%[\3CW+X M5?L0_!7X:Z1JUIJ.D'XA:MK>L7^JZIXK\8Q07?B'4!>3/(EG?W\"PS7\%OO; M:;UIWDD9YG.YV%?6N@>'-&\,:+I?A[0M/MM*T;1K&VTW3-.L8DM[2RL;.)8+ M:VMX8U5(XH841%50``/6MP#`P.@X%`'REX0_9.^'OA)+_3+/4?%%UX/N];U' M7HO`AU&*P\*6UYJETUY=1R6.E6UC-J=MYS8CM]5N;R)(E6+:R`"JEC^QS\)K M/0=9\-79\5ZMH.IKXA2QT?4O$5X^D>&SXD>\EO)?#^DV_P!GTRTNK>6]FEL+ MNXM+JXM9%B,4B^4F/KBFLH88/2@#YQL/V7/@5I^@^'/#T?P_TF2R\+0^1I<[ MFY742C6\%K-]MU&&:*\O_M,%O%'<)>331RJBJR;1BH;7X1^&/A#X@\?_`!=\ M$>$[C7?%/B/0_"?AG2_"^EQV.GVNG:7X=$EI8:3H^(XX;"RNK[49]6UNZD$L MA5#+LE^S1QGZ/=0NW8A+`<$#('U]3U_&I5.X`E2/8C]<&@#$\-OX@ET6RE\3 MQZ?!K=^'/A3;6'C+ MQ;X_\2:B?%'BOQ`!IFGW-S;+#;^&O"5N2UGX;T>V\R5((Y)'EN]5NU*S:K=R M*TX\J"")/8:*`/B#Q5^SG^RQ\,#K/C_Q1X6MH[G4)8[2R::[U2XU!;BXDE%K MH'A2TL+B*Y6:^N)Y$BL;)'GN79(V8PPQK'\9_#S]FVW^-OQD\6:IX7T+5?@/ M\//`NIW-W(V@:O/<^-;_`.(6L:*^G+G4;R74+#PYL_&/Q!96NA76L^+M&L]%T3X/65WIUS/X:T"37+- MKCQ-\3-8N_).G1OIIF-A;1R3/?[=,:TM(XWU)V/U/\,O`&F_#;PEIWAO3W>Z MFB\V[U;59U5;S6]:OI7NM6UF^*@;[O4;V6:YF8YP75%(1%``/CKP[_P3W^#D M.F:5IWQ"EOOBC_9MY!J,LWB:WLUEUB^@5@EUXANH$.HZY*Y8M,NH7\MM*QQ] MG5/DKVS0OV:/"OAFTN]%\+>*/B#X<\(S)/%9^#=#\3S:=X?T.*Y9GD@T&&"% M;O2K=69C#;VUVL4`9EA5%"@?2KQAR#T/`)]O\:>JA1@=!0!\R?`O]FG1_@"= M0T_P5XGU=_#>I:G>ZQ=Z7J^GZ/>ZG=WU_<2W,TNH>*/LB:]JL@DE<)-J5W$O$X*N:WZ*`/FS]H7P5\5_B5:^&_`7@6_T[P[X/UFZN6^(_B6XNI/[3 M71H(H_L^AZ7IT41>[75YG=-09KJU3[)$]N9<7#"N$^(G[-OBC4M3\.Z[X%\; MZIH=UX;\,Z=X;TW3K76M7\+:9IW]G2O*+[3K30O-T?%Z&6.^L-1T.^MI$A@6 M(P*K*_V=10!\%:+^SQ^T?JNKW'B+QO\`M)_9-:BT#5/#&@2^$_`N@B[TK2]5 MFMKJ::XU74H=E]J7VBSMB+A=*M8U2(*L>69S4^$O[$6N?!T:WJ7AC]H#XA#Q M=XMEBD\7^)+O3M!U,>(IH&E:&^O+#5[?4%CU0-/*)+Z*=2\3);K&D$,2)^@% M%`'RCHOP'^)_@K4O$%SX-^-VHS6_BVYM-4U^Y\;^'HO%>LKK%O;K:3W&C3G4 MM.T[3+*XMTC":7'IK6MM)&&B&&=6^9=+_8.\6>._C9XR^+/QV^(NN>(+_0+^ M'_A1FJ6&L/)JGA(6T5E/#XBBTS[#;Z%HU_%J$=V8]-M+2ZBN(9F6^GGC6)$_ M4BB@#\YO$GP._:^\:_%'2;?5/CZVD?#'P5=:;XB\/:GH.C:;I>H^*=6LE20: M3XXT:PDA?5-.%RI%S%;7^G6ES;?>A:5L1^C>-OA[^U7=:_X%\1Z1\2O".NV. M@:[*+;Q5X-^(>F>)]$TZTDT#Q!J.I>%M"\#ZE:WE_-/) MX>T_3-'U6;5;6YMKBSADN-0NX[^1[5V9E24+'U'PPT_X_P!C\6_&R^$?"VE>"_#VF>&=$MQ;Z;I5NMM;H7EEED"\O/< MSS/)-<75Q(6FN;B5WDFF=W=BS$GI*`..TNT\6KXB\2S:O=:7)X:D&FCPM9VE MO,NI6Y2V-[CQVOB2WU^#3/$.FR3Z+I6DQZ!J.EWUIY5['IZ:6$T^\@U%$6SD M2)[>-XF:3ZNHH`YB\U'7X_"U]J6G^'1)XB33;JXL/#LNI6L8N-16%VMK.74U M#6L2S3;$>X(9(U)8YQBM?2FU%],L&UB.WBU5K.W;48K1VDM8[TQ*;B.W=\.\ M*2[EC=@"R@$@9Q5\G&." MM>*O$7AWP[IVE:[XWU?%>K6T/^G:W?6ML+2VEO;AV>1UMK<&."!66"'?* MT<:O-*SE%`'8T444`%)CYLY/3&,\?E_G]:**`%HHHH`****`&B-%8L$4,>K! M0&/L3C./;UYIU%%`!1110`4444`%%%%`!1110`4444`%%%%`!1110`4444`% 2%%%`!1110`4444`%%%%`'__9 ` end GRAPHIC 13 mbrggraph.jpg begin 644 mbrggraph.jpg M_]C_X``02D9)1@`!`0$`8`!@``#_X0!F17AI9@``24DJ``@````$`!H!!0`! M````/@```!L!!0`!````1@```"@!`P`!`````@```#$!`@`0````3@`````` M``!@`````0```&`````!````4&%I;G0N3D54('8U+C`P`/_;`$,``0$!`0$! M`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$! M`0$!`0$!`0$!`0$!`?_;`$,!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$! M`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`?_``!$(`:<" MEP,!(@`"$0$#$0'_Q``?```!!0$!`0$!`0```````````0(#!`4&!P@)"@O_ MQ`"U$``"`0,#`@0#!04$!````7T!`@,`!!$%$B$Q008346$'(G$4,H&1H0@C M0K'!%5+1\"0S8G*""0H6%Q@9&B4F)R@I*C0U-CH.$A8:'B(F*DI.4E9:7F)F:HJ.DI::GJ*FJ MLK.TM;:WN+FZPL/$Q<;'R,G*TM/4U=;7V-G:X>+CY.7FY^CIZO'R\_3U]O?X M^?K_Q``?`0`#`0$!`0$!`0$!`````````0(#!`4&!P@)"@O_Q`"U$0`"`0($ M!`,$!P4$!``!`G<``0(#$00%(3$&$D%1!V%Q$R(R@0@40I&AL<$)(S-2\!5B M7J"@X2%AH>(B8J2DY25EI>8F9JBHZ2EIJ>HJ:JRL[2UMK>X MN;K"P\3%QL?(RKR\_3U]O?X^?K_V@`,`P$` M`A$#$0`_`/[6?VG?VG8/V:X/@O9V?P7^,'Q^\;?'[XP3_!3X;?#;X*3_``:L M?%6I>*K'X-?&#X\:MJ&H:M\>/C!\#OAWI/A_2?AW\#O'5]=75]XZCU&XU&/2 MM+TO2M1N=1`A\?\`^&R/VBO^D3O[?_\`X<;_`()9?_3+*/VR/^3BO^"3O_9_ M_P`1_P#UUE_P4LK[_H`^`/\`ALC]HK_I$[^W_P#^'&_X)9?_`$RRC_ALC]HK M_I$[^W__`.'&_P""67_TRROO^B@#X`_X;(_:*_Z1._M__P#AQO\`@EE_],LH M_P"&R/VBO^D3O[?_`/X<;_@EE_\`3+*^_P"B@#X`_P"&R/VBO^D3O[?_`/X< M;_@EE_\`3+*/^&R/VBO^D3O[?_\`X<;_`()9?_3+*^_Z*`/@#_ALC]HK_I$[ M^W__`.'&_P""67_TRRC_`(;(_:*_Z1._M_\`_AQO^"67_P!,LK[_`**`/@#_ M`(;(_:*_Z1._M_\`_AQO^"67_P!,LH_X;(_:*_Z1._M__P#AQO\`@EE_],LK M[_HH`^`/^&R/VBO^D3O[?_\`X<;_`()9?_3+*/\`ALC]HK_I$[^W_P#^'&_X M)9?_`$RROO\`HH`^`/\`ALC]HK_I$[^W_P#^'&_X)9?_`$RRC_ALC]HK_I$[ M^W__`.'&_P""67_TRROO^B@#X`_X;(_:*_Z1._M__P#AQO\`@EE_],LH_P"& MR/VBO^D3O[?_`/X<;_@EE_\`3+*^_P"B@#X`_P"&R/VBO^D3O[?_`/X<;_@E ME_\`3+*/^&R/VBO^D3O[?_\`X<;_`()9?_3+*^_Z*`/@#_ALC]HK_I$[^W__ M`.'&_P""67_TRRC_`(;(_:*_Z1._M_\`_AQO^"67_P!,LK[_`**`/@#_`(;( M_:*_Z1._M_\`_AQO^"67_P!,LH_X;(_:*_Z1._M__P#AQO\`@EE_],LK[_HH M`^`/^&R/VBO^D3O[?_\`X<;_`()9?_3+*/\`ALC]HK_I$[^W_P#^'&_X)9?_ M`$RROO\`HH`^`/\`ALC]HK_I$[^W_P#^'&_X)9?_`$RRC_ALC]HK_I$[^W__ M`.'&_P""67_TRROO^B@#X`_X;(_:*_Z1._M__P#AQO\`@EE_],LH_P"&R/VB MO^D3O[?_`/X<;_@EE_\`3+*^_P"B@#X`_P"&R/VBO^D3O[?_`/X<;_@EE_\` M3+*/^&R/VBO^D3O[?_\`X<;_`()9?_3+*^_Z*`/@#_ALC]HK_I$[^W__`.'& M_P""67_TRRC_`(;(_:*_Z1._M_\`_AQO^"67_P!,LK[_`**`/@#_`(;(_:*_ MZ1._M_\`_AQO^"67_P!,LH_X;(_:*_Z1._M__P#AQO\`@EE_],LK[_HH`^`/ M^&R/VBO^D3O[?_\`X<;_`()9?_3+*/\`ALC]HK_I$[^W_P#^'&_X)9?_`$RR MOO\`HH`^`/\`ALC]HK_I$[^W_P#^'&_X)9?_`$RRC_ALC]HK_I$[^W__`.'& M_P""67_TRROO^B@#X`_X;(_:*_Z1._M__P#AQO\`@EE_],LH_P"&R/VBO^D3 MO[?_`/X<;_@EE_\`3+*^_P"B@#X`_P"&R/VBO^D3O[?_`/X<;_@EE_\`3+*/ M^&R/VBO^D3O[?_\`X<;_`()9?_3+*^_Z*`/@#_ALC]HK_I$[^W__`.'&_P"" M67_TRRC_`(;(_:*_Z1._M_\`_AQO^"67_P!,LK[_`**`/@#_`(;(_:*_Z1._ MM_\`_AQO^"67_P!,LH_X;(_:*_Z1._M__P#AQO\`@EE_],LK[_HH`^`/^&R/ MVBO^D3O[?_\`X<;_`()9?_3+*/\`ALC]HK_I$[^W_P#^'&_X)9?_`$RROO\` MHH`^`/\`ALC]HK_I$[^W_P#^'&_X)9?_`$RRC_ALC]HK_I$[^W__`.'&_P"" M67_TRROO^B@#X`_X;(_:*_Z1._M__P#AQO\`@EE_],LH_P"&R/VBO^D3O[?_ M`/X<;_@EE_\`3+*^_P"B@#X`_P"&R/VBO^D3O[?_`/X<;_@EE_\`3+*/^&R/ MVBO^D3O[?_\`X<;_`()9?_3+*^_Z*`/@#_ALC]HK_I$[^W__`.'&_P""67_T MRRC_`(;(_:*_Z1._M_\`_AQO^"67_P!,LK[_`**`/@#_`(;(_:*_Z1._M_\` M_AQO^"67_P!,LH_X;(_:*_Z1._M__P#AQO\`@EE_],LK[_HH`^`/^&R/VBO^ MD3O[?_\`X<;_`()9?_3+*/\`ALC]HK_I$[^W_P#^'&_X)9?_`$RROO\`HH`^ M`/\`ALC]HK_I$[^W_P#^'&_X)9?_`$RRC_ALC]HK_I$[^W__`.'&_P""67_T MRROO^B@#X`_X;(_:*_Z1._M__P#AQO\`@EE_],LH_P"&R/VBO^D3O[?_`/X< M;_@EE_\`3+*^_P"B@#X`_P"&R/VBO^D3O[?_`/X<;_@EE_\`3+*/^&R/VBO^ MD3O[?_\`X<;_`()9?_3+*^_Z*`/@#_ALC]HK_I$[^W__`.'&_P""67_TRRC_ M`(;(_:*_Z1._M_\`_AQO^"67_P!,LK[_`**`/@#_`(;(_:*_Z1._M_\`_AQO M^"67_P!,LH_X;(_:*_Z1._M__P#AQO\`@EE_],LK[_HH`^`/^&R/VBO^D3O[ M?_\`X<;_`()9?_3+*/\`ALC]HK_I$[^W_P#^'&_X)9?_`$RROO\`HH`^`/\` MALC]HK_I$[^W_P#^'&_X)9?_`$RRC_ALC]HK_I$[^W__`.'&_P""67_TRROO M^B@#X`_X;(_:*_Z1._M__P#AQO\`@EE_],LH_P"&R/VBO^D3O[?_`/X<;_@E ME_\`3+*^_P"B@#X`_P"&R/VBO^D3O[?_`/X<;_@EE_\`3+*/^&R/VBO^D3O[ M?_\`X<;_`()9?_3+*^_Z*`/@#_ALC]HK_I$[^W__`.'&_P""67_TRRO/_BS_ M`,%&OB?\#OA9\2_C7\4O^"77[?\`X7^&7P?^'_C+XI?$7Q-_PF?_``3*UO\` MX1WP)\/_``YJ7BSQ=KO]C>'?^"CFK^(-7_LCP_I&H:A_9FA:5J>L7_V?[+IF MGWM[+!;2_I_7P!_P5B_Y19?\%+/^S`/VR/\`UG7XC4`??]%%%`'P!^V1_P`G M%?\`!)W_`+/_`/B/_P"NLO\`@I97W_7P!^V1_P`G%?\`!)W_`+/_`/B/_P"N MLO\`@I97W_0`4444`%%%%`!1110`4444`%%%%`!1110`4444`%%%%`!1110` M4444`%%%%`!1110`4444`%?('[:W[7G_``Q=\+-`^*7_``S!^U_^UE_;_P`0 M-*\`?\*Z_8I^"O\`PO?XIZ+_`&IX<\5^(O\`A-=?$_$+X5_L[X?Z=_PBO] MA:KXC_M";['XC\1^%=,^Q2?VQY]O]?T4`?D#_P`$V/\`@LC\+/\`@J'K#?\` M"E/V0?V__A;\,KGX?^*/'_AG]HO]H3X`>'/!/[./CS_A$/'>B_#O6?!7@/XN M^$_BA\0/#_BCX@1>(-3U7;X MW_$,#\+_`/AES_DYK_AG_P#;^_X9T_Y$[_DNW_"_OVI?^%1?\E$_XM__`,E` M_P"$>_Y'G_BCO^AF_P")+]NK\0/^"-OPM\"?'']LGX/?!3]GO0OV_P#Q19?& M#]D#]J7X6_\`!T1X9_:DU/6-$\'>(OC9\0+'XY^$_#NA>.=9U_4-(\=:1^T! MJ_QZU?QWI_AG4_`>JZ9\7;#X$W'AZZ;4++XFQ?MX7,0!_>Y\"/C]\&OVG?AG MI?QF^`'Q"\/_`!6^%.O>(/'_`(9\/?$'PG-/>>%?$FH_##XA>*?A9XQN?#.K M2V\%MXC\/VOC;P7XCT[1O%FB/?\`A7Q=IUG;>)_"&LZ]X6U;1]:O_(/V]?VU MOA9_P3M_9.^*W[8OQKT#X@>*/AE\'_\`A!?^$FT+X6Z5X+/%?@GP_<_9O$'C;2KS4_[0\3Z9Y.CV^H7%K]MO8K;3[O\`@#_9 M,O\`_@F=\!O^"!_Q]\%>/_V:/B!\0/VS+?\`:`^$'P8_X*8^`/'6O?\`!0CX M/_"+X!?%.7]HC]K7PY^R'\3/V];+X-:MX=\01?L__`[P_8:I>^,?A?\``CPY MXH\1^*OC99?"GP!XI\+Z)\-_$7A'2=)$^(O&_@3^V/[8_X034-"L+#0M0U7Q'J'B/5=!T MS3-!OOMT\]G\P?LR?\%M_@U^T+^U!\+?V1_'7[''_!1_]BWXK?';P_\`$S6? M@;+^V]^RI/\`!'PK\7]1^$'A^S\8_$'PGX'UBQ\;^-+FZ\0>'/!,]YXNU&YU M33-)\*V6G: M#?#7[2W@#XT_`;P#I/A?Q!J?Q`^('A^7PA$O@Y>:E\2_B=X.OM8\?\`@?3? M!O@KQ/\`$WXEZU/^S:`?U^UX_P"%/C]\&O'/QE^+W[/G@[XA>'_$OQD^`/A_ MX5^)OC1X%T::>^U'X::=\;(/&=]\+K;Q9>06[Z1I?B#Q9I'@+Q#XBMO"(?\Z3]OSQ!^V;X7_P""N'[0FM_%?XZ_L_\` M[-W[?5M^U_>0?\$X/BW\9/#7_!4GQM^U/IG[)VH^-[#3?V7?"/[)W@/]BKX2 M?'G]ACXA_L__`!6\+WGBKX3^(_AUXY^#WQ"^)/Q`^(OC;]I;P;\;?#MS\1=; MU*2+Z_\`CY^RK^Q9\.?^"MG_``<`_#'7_@O\0+3]MK]HC]D#XL?%+_@E+X3T MS0/VG?$VL?&CQW^T1_P3>_:PUG]N?7?A;;>'1K'P_P#'?_"=_$#6?'?A_3], M\;MJ6CV/CNTUWX,-+T+_A//B!$?^$(TC7?B6_A;3]1\':7X<^*OPGU/1/%OB'_A*KJ#1_@#P M;^P[\"?!W_!HU\6?V]_+^('BK]IKXK_#_3?@U_PEWC+XE>,=<\.?#7X$Z=_P M5X^&D_\`PI'X3_#K^U+7X?\`@[X?W_Q`^&O_``N34G_X1O4?&-U\4_'WQ+UK M_A+8]%\5?\([8`'^EW7Y@?\`!0G_`(*I_"S_`()V^._V:?A;XL_9V_:__:8^ M)O[6'_"Y?^%2?#K]CKX1^'/C-X[OO^%%:/X*\1>/?MGA'4OB'X)\07/V;P_X MVMM=M_\`A&=/\1^3H^@^)]3UG^R++2XY[O\`*']B']DGX9_\$_/^#AWQQ^SI M\`/$/Q@G\$_&'_@C#IW[2/[0>J?%#XQ_$+XH>*OVC/VG[7]N!O`NH_M*?&2^ M\5Z[>:1KOQ@UW2+SQ'<7NK:)H?ASP_I&H^-_'TWA#PWX9MO&GB*SO^@_X+9? M#OX[?%?_`(*Q?\$#O`'[-'[1?_#)OQMU_P#X>F?\(5^T!_PJ+P=\=_\`A`?[ M+_9M^%.M>(_^+4^/[[3O"7BK_A*O"6G:]X*_XFU[#_8?_"1_$'8>9J>CV43 M@'ZO?\$__P#@IU\&O^"A>H_'WP=X.^$7[3_[.?QD_9C\0>`-&^-'P`_:]^#< M_P`%_C+X.T[XL>%;GQ?\+O%E[X<@U[Q9I">'_'ND:7XAET&VE\0P^*HX-`EU MC6/#.E>&_$'@G6_%/Z/U_-#^T_\`\$__`-MK]C[_`()H_P#!3OXS?LS_`!]^ M,'[6W_!7W]K;P_\`"76?BY^T[X`\`>!_@M\0O'_@OX+:MX8^'6F^$_@1\"_` M=S+X.^''B#X)_`_B:Y^(-S\)?"O@S^> M'_@F?X@D;]EC_@MWX6_9[^.O[(%[^R+%_P`$@/VO/$'C_P#9F_8I\-?\%5]3 M^%GAO]HZX^'6OZ=X%^.NO^,/^"CWPDN;+P3\0/&WPRMO'?@#5?#7@/X[Z)=? M%'PY\/\`PKJC?"3Q1#\']6\8^$`#^YW]OO\`;[^#7_!.KX->%_B_\7_"_P`8 M/B+<_$7XP?#[X`_"+X1?`'X?3_$SXR_&+XR_$R?43X5^'OP]\*G4=!TB\\07 MFD:%XEUV&'7?$N@0:G!H%QH&@7&L>-M8\*^%?$'L'[+GQ]_X:@^!/@;XZ?\` M"E?V@/V=_P#A./\`A)O^+._M1_#C_A4GQV\'_P#",^,?$/@__BN?A[_;/B#_ M`(1__A(/^$?_`.$I\,_\3>[_`+5\':WX>UO_`$?^TOLL/$7QN_X(]?L)Z/^ MP+_P;P?'7Q'X!^('Q0^-O[(_'?P)_:`^ M"^K:GKWP1TW3[#QKH_A+P)\/_`GA+1_!7PD^$[^`/#7AGQCX$^%GP[\&^'[+ MQ;+;+_`(-P?@-X_P#VP/A;X-^)7_"LO#GQC^.WA_\`:MGTSQSX*^+. MH?L^ZIX?TSQ!\/\`P_\`&WQ`WQ;TWPY\,/$OA_PWOA+P^- M"U?\X-0^!W@N\^,NJ_M!V.M?&#PC\9-6_P"#UWXU_L;#QU\-OVA?C[\*]1T' M]GC]H^"UL?CQX.\$V?PV^)?A32/A]X@^+.D:?I?AWQS\4_`NG>'?BWKWA71M M#\*7GCI_#>B:3I=F`?Z+E%?QA?LBZK\(OV9/^"-O_!??X;>-?@M^T!^T5^R+ M^R#_`,%/_P#@H)\"O`'[*?PH^,?QLT/Q'IW[./A/7?@R+/X2:;\3?#GCB+XF M_#_]G_3+WQ1XC\;?M'>(++7-9M5^%FJ_''QSX_\`#7Q)AUWQKX?\7?`'_!+C MQ'\.O"7[%'_!R'\'_A;X_P#A_P#\*2^('_!,"P_:-_9P^'_PLL_VI_A_\"?% MO_&(G[27PA_:\^*_[+_PW_;8\:^+?VA_%OP_$?M#^$M/^`OQ.^..NS?\5;X MQ^'_`(3M-3TWX?Z9_P`(-\,/"0!_H>45_#'^P)^R3\,_V//VS/\`@UQ^+OP@ M\0_&!OBM_P`%`/V(/VG=2_:Z\>^,OC'\0O%6H_&3PKX3_P""?WP=^)OP>^$F MMZ#>:['X)T[X/_`&YOO#7A7X/>`M"\*Z7IVA^%?A?\)SK\GB;Q3X"T;Q1'T' M_%B?^'R7_&PW_AO_`/X>Z?\`#W__`(U[_P##-/\`PF/_`"B>_L+_`(L5_P`) M'L_XQE_X8`_L3_A<_P#PUC_PJW_C)+_DLG_"U_\`2_\`A>]`']OE%?YX?_!P MYJ?QZT3_`(*?_%36?VG_`(I?L_\`P.^#^D?#_P"#VI_\$J?C7^U!J'_!2?2/ M^%/ZQ8>`-(NOCE\4OV,=5_X)K:%XH\&:9^T!\/\`]HV+3?%GQ/U#]J_PSXB\ M=V7]D?LSW.C:%J_P?B\,Z?_LG7GQ3U']EC]FG4/CIXC_`.$Q^-M_^S_\ M&[SXQ>+O^$*\1_#7_A*OBG=?#KPY/\0?$?\`PKKQAX`^%'BWP#_;GBU]7U/_ M`(0KQ3\+?AKXC\*_:O["UOP!X.U.PNO#NG`'O]%%%`!1110`4444`%%%%`!1 M110`4444`%%%%`!1110`4444`%%%%`!1110`4444`%%%%`!7P!_P5B_Y19?\ M%+/^S`/VR/\`UG7XC5]_U\`?\%8O^467_!2S_LP#]LC_`-9U^(U`'W_1110! M\`?MD?\`)Q7_``2=_P"S_P#XC_\`KK+_`(*65]_U\`?MD?\`)Q7_``2=_P"S M_P#XC_\`KK+_`(*65]_T`%%%%`!17/\`BSQ9X5\!>%?$WCKQUXF\/^"_!/@O MP_K/BSQCXQ\6:SIWASPKX3\*^'-.N=8\0^)O$WB'6+FSTC0?#^A:19WFJ:SK M.J7EKIVEZ=:W-]?7,%M!+*OS!\._VXO@3\0/V3OB!^VM_!_Q9K^F M>"M9\*:?\4XM';3]*\3>`/#?CHZEX-TP`^OZ*^`+?_@H1X.\5?"S]DWXA?!S MX#_M`?'?Q;^V5^S_`&G[4?PH^!?@!/@3X8^*>G?`F/PY\(=;\5>.?&NK_&WX MZ_"/X):1_P`('J?Q^^"W@_Q'X9TKXQ:_XQU'Q'\0;.Z\#^'O&'A+PYXY\4^% M?K_X3_%+P)\Q3VT0! MZ!1110`4444`%%%%`!1110`4444`%%%%`!1110`4444`%%%%`!1110`4444` M%%%%`!1110`4444`%%%%`!1110`4444`%%%%`!1110`4444`%%%%`!1110`4 M444`%%%%`!1110`4444`%%%%`!1110`4444`%%%%`!1110`4444`%%%%`!11 M10`4444`%%%%`!7P!_P5B_Y19?\`!2S_`+,`_;(_]9U^(U??]?`'_!6+_E%E M_P`%+/\`LP#]LC_UG7XC4`??]%%%`'P!^V1_R<5_P2=_[/\`_B/_`.NLO^"E ME??]?`'[9'_)Q7_!)W_L_P#^(_\`ZZR_X*65]_T`%%%%`!7Y`Z;^Q1^T=XQ_ M9=T;X4V'C[X?_`CQ;X8_X*?_`+5_[8MYI/Q2^%EU^T)X$^)7@23_`(*)?M/_ M`+6'[,EGKNC_``M_:`^!'BW0?+\6^(_V_`;Q!^T+\1/V6O M^"<'Q'_8R^,?P9_9XU/X&>#?B%X-\5?%*?\`8;\3^")@_P`>?VF/"7P;\6^' M_A+X;_9+U[X7?%SQUX7^/5SJ/CKXF:OX7\=_#+X46GP[\5Z_IWPJ_3_]B+X* M>*OV:_V+_P!D3]G/QUJ'A_5O&WP!_9@^`7P4\8ZIX3NM1OO"NI>*OA7\*?"? M@7Q#J'AF^UC2M!U>\\/WFKZ%>7&C76J:'HVHW&G26TU]I6G7+RV/?\`@FW_`,$^?'7CKQ-X@\:> M-O&G[$'[*'BSQCXQ\6:SJ/B/Q5XL\5>(_@-X!UCQ#XF\3>(=8N;S5]>\0:[J M]Y>:IK.LZI>76HZIJ-U%?`7A7Q-XZ\=>)O#_@OP M3X+\/ZSXL\8^,?%FLZ=X<\*^$_"OAS3KG6/$/B;Q-XAUBYL](T'P_H6D6=YJ MFLZSJEY:Z=I>G6MS?7US!;02RK\@>#?VZ/"OQ4_9XT3]H7X+_`7]I_XM1^+/ MC!\8?@IX/^#VC?"[3O`7QEU;Q5\#?BW\6/A-X[U#Q9I'QP\7?"GP3\"?#]K< M_!;QSXFMKK]I7Q]\%]12!/#/PTU32M+_`&@_&GA+X,:S]OU^4'AN#]L+]DW] MC/XA:;\(/V7O$'QM_:#\8?MO_MV>)_"7@G1O%WP,.G>#?AG^T;_P4!_:;^-' M@SX]^+(/B'^T#\"_#?C7P_H7P;\<^&O'EM\&-"^+G@SXA>.O%6L^&?A+K_B/ MX*QZGXX^*/PJ`/8)?^"A'@[6/#GPI?X4?`?]H#XX_%KXI_\`#0&/V=?`"?`G MPY\4_`G_``R3\4]%^`?[57_":^)OC1\=?A/^S_+_`,*$_:`\3^%?@UXC_P"$ M&^-WC;_A._$?B.S\6_!+_A:?PEL-?^(^C_7_`,)_BEX$^./PL^&GQK^%NN_\ M)1\,OC!\/_!OQ2^'7B;^S-8T3_A(O`GQ`\.:;XL\(Z[_`&-XBT_2/$&D?VOX M?U?3]0_LS7=*TS6+#[1]EU/3[*]BGMHORA\#?"?XK?L_3_L)_''X:_L@_M/^ M/-(^"'[,'[7W[-/Q$^"'B/X@_L7W7[:&L?$+]H/XR_LG_$R3]I;XS^+[C]I' MP9^RY\1?$'Q8US]E_P"(WQ/^/?C[PO\`'W5_B9XP^*WQV\,>++_P#J.K^(OB MO*OA7\*?"?@7Q#J'AF^UC2M!U>\\/WFKZ%>7&C76J:'HVHW&G26TU]I M6G7+RV<(!X_\1O\`E*;^QO\`]F`?\%+/_6BO^"3M??\`7X0^/O\`@GS\!K7_ M`(*2?LH>#HO'W[;[:1KO[$'_``4&\37UY<_\%-O^"DEYXJ@U'PG\>?\`@F3I M>EVVC>.KS]J^?QMX<\/W5MXTUB7Q-X3\/>(=+\*^--1L_">L>,=&UW5_`7@6 M^\.?;_\`P[3_`&=?^BC?M_\`_BV+_@J;_P#1D4`??]%?`'_#M/\`9U_Z*-^W M_P#^+8O^"IO_`-&11_P[3_9U_P"BC?M__P#BV+_@J;_]&10!]_T5\`?\.T_V M=?\`HHW[?_\`XMB_X*F__1D4?\.T_P!G7_HHW[?_`/XMB_X*F_\`T9%`'W_1 M7P!_P[3_`&=?^BC?M_\`_BV+_@J;_P#1D4?\.T_V=?\`HHW[?_\`XMB_X*F_ M_1D4`??]%?`'_#M/]G7_`**-^W__`.+8O^"IO_T9%'_#M/\`9U_Z*-^W_P#^ M+8O^"IO_`-&10!]_T5\`?\.T_P!G7_HHW[?_`/XMB_X*F_\`T9%'_#M/]G7_ M`**-^W__`.+8O^"IO_T9%`'W_17P!_P[3_9U_P"BC?M__P#BV+_@J;_]&11_ MP[3_`&=?^BC?M_\`_BV+_@J;_P#1D4`??]%?`'_#M/\`9U_Z*-^W_P#^+8O^ M"IO_`-&11_P[3_9U_P"BC?M__P#BV+_@J;_]&10!]_T5\`?\.T_V=?\`HHW[ M?_\`XMB_X*F__1D4?\.T_P!G7_HHW[?_`/XMB_X*F_\`T9%`'W_17P!_P[3_ M`&=?^BC?M_\`_BV+_@J;_P#1D4?\.T_V=?\`HHW[?_\`XMB_X*F__1D4`??] M%?`'_#M/]G7_`**-^W__`.+8O^"IO_T9%'_#M/\`9U_Z*-^W_P#^+8O^"IO_ M`-&10!]_T5\`?\.T_P!G7_HHW[?_`/XMB_X*F_\`T9%'_#M/]G7_`**-^W__ M`.+8O^"IO_T9%`'W_17P!_P[3_9U_P"BC?M__P#BV+_@J;_]&11_P[3_`&=? M^BC?M_\`_BV+_@J;_P#1D4`??]%?`'_#M/\`9U_Z*-^W_P#^+8O^"IO_`-&1 M7S!^U!\*?^"7O[%?A5/&/[5_[:G[3_P#TB\\/^-/$WAZS^(__!9K_@IEH/BK MQUIWP\TZQU3QC;?#'P++^VF_C;XJ>(-&MM6T:)O"?PX\/>*?%5[J.N^']'TW M1KS5]>T>QO0#]GJ*_@C_`."&'[?OP&_X*7_MY_ME_LT_%WXE?MO^$/"WBSQ! MK?Q8_P"">VCWW_!3[_@I)X"\5+\&O!+_`/"/>(_@]XTE_P"'BWB.Y\:?&"?P M3:^%?CF^B>%;/QM/#J*_M0:V?&6E_"GPA\-/!WA?^MW_`(=I_LZ_]%&_;_\` M_%L7_!4W_P"C(H`^_P"BO@#_`(=I_LZ_]%&_;_\`_%L7_!4W_P"C(H_X=I_L MZ_\`11OV_P#_`,6Q?\%3?_HR*`/O^BO@#_AVG^SK_P!%&_;_`/\`Q;%_P5-_ M^C(H_P"':?[.O_11OV__`/Q;%_P5-_\`HR*`/O\`HKX`_P"':?[.O_11OV__ M`/Q;%_P5-_\`HR*/^':?[.O_`$4;]O\`_P#%L7_!4W_Z,B@#[_HKX`_X=I_L MZ_\`11OV_P#_`,6Q?\%3?_HR*^0/BEX/_P""5GP?\=Z[\(?%G[9?[7^K_'KP M[_9G]H?LR?"W_@K=_P`%7/CC^UC# M-3MOB!J?_",_##5_[$^&T6H?$C6?L'@72-5\0V0!^WU%?@#_`,*$D^*WS?LJ M_LR?\%/];\/O_P`3#3/BW^VM_P`%E/\`@JO^PO\`"SQ3H]E_Q+==TS0/`6H? MM!?'']N?P[\0+#Q1*=.TK0OC1^Q#\'_`GBGPYH'BOQQH'Q2N_#]Q\+9/BL?\ M.7?C%\4_^)O\6/\`@I3^W_\`LZ?\Q+0/A[^PQ^WI^W9_Q3G]N?Z5JO@WXH_& M+]M;]HO]JW_A?O\`P@_D:;HG@GXE_#3X%_L7_P#"1_\`%7>*?&7PG_XJGPIX M/^%@!^[WBSQ9X5\!>%?$WCKQUXF\/^"_!/@OP_K/BSQCXQ\6:SIWASPKX3\* M^'-.N=8\0^)O$WB'6+FSTC0?#^A:19WFJ:SK.J7EKIVEZ=:W-]?7,%M!+*O\ MT7_!>K_@J=\(I?\`@D]^U9JO["W[4/Q`\2?$VV_X49!X6_:2_8I@^-GC;X6? M#_6&_:3^#J^*_".O_MM_L\:!K?P%^#_Q`O?`MQ?6NJ_#KQG\:_"'CO4_#GC; MPKI\OAVYLOBCX+M_%'Z/?$?_`((G?\$^/C'XJ^&/CKXN^%?VG_BIXV^"?B!O M%GP9\8_$?_@HO_P4:\<>*OA'XJ?4?#^L/XF^&/B'Q/\`M7:IJ_@+Q`VK^$_" MNJ-K/A6\TG46U'PUX?OC(M&_MWPCXL\:ZOX?U?^R/$&D:5KNF?VAI]Q]@UC M3-/U.U\J]LK:>+_4[K\H/C7_`,$A?@-\3/"NGCPE\9OVW_`WQ6\"^(+7Q[\& M?B;X@_X*-?\`!23XI0?#KXA:?IVJZ"^I-X7\3_MC6MS/X?\`&G@GQ'XS^$7Q M.C\#^*OAI\3-8^#7Q(^(_A7X>?%OX5^*?$.G>/=`P/V>_P!D?]G7XU:/X\TS MQ!KW[?\`\/\`XP?!'X@-\'?C]\-X/^"OO_!4WQ?H_@;XIQ>!/`GQ/M[7PC\0 M(?VL=!LOB)\/_&7PR^)_PX^*7PZ\8+H7A?Q'>>!/'WAW3_B=\/?A)\8-,^(7 MPA\!`'Z_45\`?\.T_P!G7_HHW[?_`/XMB_X*F_\`T9%'_#M/]G7_`**-^W__ M`.+8O^"IO_T9%`'W_17P!_P[3_9U_P"BC?M__P#BV+_@J;_]&11_P[3_`&=? M^BC?M_\`_BV+_@J;_P#1D4`??]%?`'_#M/\`9U_Z*-^W_P#^+8O^"IO_`-&1 M1_P[3_9U_P"BC?M__P#BV+_@J;_]&10!]_T5\`?\.T_V=?\`HHW[?_\`XMB_ MX*F__1D4?\.T_P!G7_HHW[?_`/XMB_X*F_\`T9%`'W_17P!_P[3_`&=?^BC? MM_\`_BV+_@J;_P#1D4?\.T_V=?\`HHW[?_\`XMB_X*F__1D4`??]%?`'_#M/ M]G7_`**-^W__`.+8O^"IO_T9%'_#M/\`9U_Z*-^W_P#^+8O^"IO_`-&10!]_ MT5\`?\.T_P!G7_HHW[?_`/XMB_X*F_\`T9%'_#M/]G7_`**-^W__`.+8O^"I MO_T9%`'W_17P!_P[3_9U_P"BC?M__P#BV+_@J;_]&11_P[3_`&=?^BC?M_\` M_BV+_@J;_P#1D4`??]%?`'_#M/\`9U_Z*-^W_P#^+8O^"IO_`-&11_P[3_9U M_P"BC?M__P#BV+_@J;_]&10!]_T5\`?\.T_V=?\`HHW[?_\`XMB_X*F__1D4 M?\.T_P!G7_HHW[?_`/XMB_X*F_\`T9%`'W_17P!_P[3_`&=?^BC?M_\`_BV+ M_@J;_P#1D4?\.T_V=?\`HHW[?_\`XMB_X*F__1D4`??]%?`'_#M/]G7_`**- M^W__`.+8O^"IO_T9%'_#M/\`9U_Z*-^W_P#^+8O^"IO_`-&10!]_T5\`?\.T M_P!G7_HHW[?_`/XMB_X*F_\`T9%'_#M/]G7_`**-^W__`.+8O^"IO_T9%`!_ MP2=_Y19?\$T_^S`/V-__`%G7X,O` MW[2_[2_PT^%'P2\`_P!N:F]GX5\3?#3QK_P3T^.OD>#M'\0ZGX<^+&E^+?B# MH-_\&@#Z_P#BE\6/A9\#O`FN_%+XU_$OX?\`P?\`AEX7_LS_`(2;XB_%+QEX M<^'_`($\._VWK&G^'=&_MWQ=XLU+2/#^D?VOX@U?2M"TS^T-0M_M^L:GI^F6 MOFWM[;02_('_``VIX[^+O[K]BO\`9<^('[0WA_4?W/AW]H[XE^)M'_9D_8VU M2ZMO^)O/=Z;\2O%VG>+_`-HWXH_#_P`2>#&T[7OA/\>OV7/V0_VD/V M+O!MEX9^,"^'U^(OB_X:^@?"W]A;]G'X:^.]"^->K^#/^%V?M-:%_:>.[7X:_!_P1HOBS6=)NOK^@#X`_X9P_:G^.?_`"=C^TY_PA_P M_N_^)E_PSY^PQ'\1?V=]G]J?\3/_`(0WXH_MB?\`"P+W]IKXF_\`"LM:LO#G M_"$_$O\`9I_X=[_\+"_LWQ=_PN3X3^)OA_\`$3_A3_@SH+K_`()O?L2S_!KX MU_`FP^`?A_PKX)_:6\/Z5X9_:2USX?>(?''PV^,O[16G:7/J%Q-<_'S]HOX? M^*/#7[0?QG\0>)Y-;\4+\0_%GQ*^)_B?Q5\3X/&_Q"M?B-K/BFV^(?C>'7_M M^N?\6>+/"O@+PKXF\=>.O$WA_P`%^"?!?A_6?%GC'QCXLUG3O#GA7PGX5\.: M=)O$.L7-GI&@^']"TBSO-4UG6=4O+73M+TZUN;Z^N8+:"650#\0? M"?\`P;+_`/!#GP7XJ\,^,='_`&$?#]YJ_A/Q!HWB;2[/Q9\;?VFO'OA6ZU'0 MM1MM4L;;Q-X%\=?&GQ'X)\:>'Y[FUBBUGPGXQ\/:[X5\1Z'O`OBS7M7L_#]GJ^NZ'I=UK-Q9QZ=;ZCK.E6 M,URESJ-G%-]/T`>`?`O]I?X6?'[_`(2G0O"VK?\`"/\`Q:^&7]B6?QT_9[\8 M7_ARR^.W[/GB/Q!_:ZZ1X<^,7@31->\0?$__P`)!_PC^MZA\/?&ND:GX@^% MGQI\'65K\4O@7X_^)OPE\0>%O'FN>_U^0/QT_:P_X)@?M+?\(MKO@_XN_P## M1'Q:^%/]MWGPJ_:$_P""='PD\?\`[=WQV_9!\1^)O[(9O$>G>._V1?A!^TW_ M`,*'_P"%C_\`"-6NGW?@KXQ:9:?"S]J3P=X0\%M0_:D^*&G^$=:^/OP`\*V&G M>$]'\!^/_C)^P5_P3C\_LH?LP>._"NI:=;:K\._$WP@^)WPH3Q[^WAX3\/ZI8)X5 M\?7NL^%?^"BVN:=\1?$#:Q$;F+X$^,;CX*P?0'P4_8O_`&8/V?/%6H?$;X9? M"#P_!\9-<\/W7A/Q5^T/XYO?$'Q>_:@\>>%;K4=*U,>&?B3^U#\7=8\<_M!_ M$OP_I\GA[PO8:'HWCWXE>(].\.^'_!W@GPOH-MIOAOP7X5TK2`#Q_P#X>&^! M/&?[C]FK]GW]K_\`:WO6_P")G9WWPG^`6L?"WX6>)?`A^2W^*7PT_:@_;%U7 M]ES]D7XU_#_69KK09O!NH?!'X_?$;6/B1X<\2:;\0OAMH7B_X9:?XG\:>'S^ MS_\`@IK\5O\`B5>(M3_9`_8O\/I_Q+]=UGX3Z[\3_P!NCXI^*='US_1M3U/X M:>)OBE\+?V,/AE^S]\0/`ME;SW7@W7?B+\%/VT?`GBGQ'K^FZAXN^%MIX?\` M`.H>$_BM]_T4`?`'_#O+P)XS_?\`[2O[07[7_P"UO>M_Q++RQ^+/Q]UCX6_" MSQ+X$/SW'PM^)?[+_P"QUI7[+G[(OQK^'^LS76O0^,M/^-WP!^(VL?$CPYXD MU+X>_$G7?%_PRT_PQX+\/_7_`,+?A/\`"SX'>!-"^%OP4^&GP_\`@_\`#+PO M_:?_``C/PZ^%O@WPY\/_``)X=_MO6-0\1:S_`&%X1$Z;I'A_2/[7\0:OJNN MZG_9^GV_V_6-3U#4[KS;V]N9Y?0**`"BBB@`HHHH`*^0/VD/A;X[T[6-'_:9 M_9QT+[=^T/X$_P"$(\/^+O"=GJ>CZ/:_M+?LXZ5X[CUGXB_`KQ/;>(M0\/\` MA+Q!\0/#_A+Q!\2O&/['7B7Q?XP^'-K\*?VCM8M].U?XM^!/V>/C1^U3X9^* M/U_10!Y_\+?BEX$^-'@30OB3\-M=_P"$@\)>(/[3@MKF?3-8\/ZQI6L>']8U M#PSXL\(^+O"?B;3]'\6^!/B!X$\6Z/KG@GXB_#KQMH?A_P`=_#GQWX?\1>!O M'/AWP_XM\/ZSHUCZ!7P!\7O^,+?'?Q`_:OT/_3?@+\:/B!\-]5_;0\+7G_'U M\.O$=QH_PP_9XT?]M;PQXKO=MEX;^'_PN^&7A#X;:;^V+X4\3XB_L[[/[4_XEG_"9?"[]CO\`X5_>_M-?$W_A66M67B/_`(3;X:?M M+?\`#O?_`(6%_9OA'_A3?Q8\3?#_`.(G_"X/!@!]_P!?('Q2_;U_9.^$GCO7 M?A)K/Q6_X3OXV^%/[,G\8_L^_L]^!?B3^U1^T=X'T?6-'T_7M.\7>//V=OV9 MO!WQ;^-O@?X?W&F:WX9D;XB^+/`6C^!+>Z\9>!--N?$4.I^._!]GK?G_`/PQ M7X[^+O[W]M3]J/X@?M#>']1_?>(OV^)O@^OA]?AUX0 M^&OU_P#"WX3_``L^!W@30OA;\%/AI\/_`(/_``R\+_VG_P`(S\.OA;X-\.?# M_P`">'?[;UC4/$6L_P!A>$?">FZ1X?TC^U_$&KZKKNI_V?I]O]OUC4]0U.Z\ MV]O;F>4`^0/^$R_X*.?&7]_X`^$_[/\`^Q-X2F_XF6DZ]^U'J6J?M9?':?\` ML_\`XE-_X-\<_LT?LT?$OX4?!+P#_;FIO>>*O#/Q+\%?\%"_CKY'@[1_#VF> M(_A/I?BWX@Z]8?!H_P"'VW[G0K']M:R^$7C;X M6>%[6'Y],N]`_9?^%OPF^#_[(MO\0-$FO?$\.E?'J\^`-]^T=%X<\;>*_A[< M?&"Y^&5WI_@O3/O^B@`HKX`_X>C_`+">L?\`))_CG_PU1]F_Y#__``PQ\,OC M%^WW_P`()YW_`""O^%H_\,4_#[X]_P#"I_\`A)_*U+_A"?\`A9?_``BG_"=_ M$]XN_X0W^W?^$-\5_V.?\-2?M8_$C]U^S[_`,$^OB!864__`!/="^(_[:WQ MG^&W[*OPL\9^!)?ETS4-`\/_``MM_P!KO]KKP?\`$#Q%#?:+KVE?"WX__LA? M`[6/#_AQ/%=E\5=3^&?Q-\.Z?\,?$H!]_P!%?`'_``IG_@H)\3_F^*7[:'P_ M_9Y\/WO_`!45GX7_`&*?V=/#%Q\4_!NL7/-O\.M?_:'_`&Q=4_:7^&7QF^'_ M`(>LM0U#3M5\7:%^Q#^S?X[^(GB/1/"OCC3(/@_X?;Q/\(]>/^'9?[)WBC]_ M^T%X>^('[9E[=_\`$SUVQ_;6^+OQ)_:>^%FI^.[CY]3^*6@?LO\`Q2\2:W^R M+\'_`(@7LUQK4.E:A\`/@#$='^'_ASQ3XK^'OPJT+P'\,O$&H>"Y0#H/%G_ M``4A_8E\,>*O$WP\T?X^>'_C/\5O!'B#6?#/CWX)?LK>'O''[8OQ]^'FH^&M M1N=#\4W/Q%^`G[*7A?XR_&3P!X?\)>)+>+PEXN\6>,?`^B>%?"OC35?#O@SQ M#K.F^*?$_AS2-4_&'_@O5\2OVF/VP_\`@D]^U9\#_@C_`,$SOV__`!!_PLW_ M`(49>>`/'?\`PAO[/=[_`,))X<\/_M)_!WQY9>(_^&>_#G[2/B#]MKP__P`) M!X:\/O??$5XM_98\/\`Q3\`_;=GQE\`?#+_`(1_QJWA;^EWPGX3\*^`O"OA MGP+X%\,^'_!?@GP7X?T;PGX.\'>$]&T[PYX5$^%?#FG6VC^'O#/AGP]H]M9 MZ1H/A_0M(L[/2]&T;2[.UT[2].M;:QL;:"V@BB7H*`/\H3_@@K_P3$_X*.># MO^"L7[*?B/Q_^SM^W_\`L7>$M._X7G_:W[2__#*^J>%?^%:_;/V;?C%86'_$ M^_:7_9_^)7P2L/\`A,=3NK/P!_Q6O@K6OM7_``E7V+PY_9WBVXT'5K#_`$?/ M^'9?[)WBC]_^T%X>^('[9E[=_P#$SUVQ_;6^+OQ)_:>^%FI^.[CY]3^*6@?L MO_%+Q)K?[(OP?^(%[-<:U#I6H?`#X`_"71_A_P"'/%/BOX>_"K0O`?PR\0:A MX+E^_P"B@`HHHH`^(/%G[&.G>$O%7B;XO_L:^)?#_P"RG\HW-_\0_&'Q^_9+\)?%3X->"?'_Q@\6W-Q8:[Z!XI^-/B_X':9XS^"/C\\)_MG:=X2\5>&?A!^V5X:\/_LI M_''Q?X@T;PQX',WBWQ5XV_9@^,OB#QGJ-M8?#SP?\`?VM/%OPK^#7@GQ_P#& M#Q;#/C=X_\`M^N?\6>$ M_"OCWPKXF\"^.O#/A_QIX)\:>']9\)^,?!WBS1M.\1^%?%GA7Q'IUSH_B'PS MXF\/:Q;7FD:]X?UW2+R\TO6=&U2SNM.U33KJYL;ZVGMIY8F`.@HKX`_X4E^T M=^S#_P`3_P#9P^*_Q`_:&^#^B_\`$PUW]DC]H_Q5=?%CXIW>CVW[W4],_9C_ M`&Q_BEXYTCXFZ1\0-7O=7\5>-Y-"_;;\=_M(>!/'GB/3_A_\#?!/Q2_8>^#Z MZA\0/"WT!\"_VD/`GQY_X2G1M*T?X@?#OXF_#O\`L2'XI?!3XQ>"-8^'?Q3^ M'EUKW]KVNGW=UI6IQR^'_B!\/]3\0>%_''A/P?\`'KX+>)OB?^SC\5O$?P[^ M(5M\'/C!\1++P;KNH68![_1110`4444`%%%%`!1110`5\`?#K_C"7QW/\&_$ MO_$L_9%^*7Q`\.Z5^R5XBL_W/@3]E_Q'XHT?PCX1T[]BGQ/!=?:;WP3\/_&_ MQ-MM9\2?L=>*[G6I?A99:Q\3;?\`8(\)Z!\"H?A_^Q;\.OVB/O\`KS_XI?"W MP)\:/`FN_#;XDZ%_PD'A+Q!_9D]S;0:GK'A_6-*UCP_K&G^)O"?B[PCXL\,Z MAH_BWP)\0/`GBW1]#\;?#KXB^"=<\/\`COX<^._#_AWQSX&\1>'_`!;X?T;6 M;$`]`HKY`_9[^*7CO2_'?CS]ESX_:[_;'Q:^'6[Q!$_B/K&F:/X8UC]K+]G M&'1_`BGXZQ^'_"VGV'P_M?B!\-?B!XQG^!G[2'AKX>_V7:Z/X[T;P1\/AC#]?T`%%%%`!1110`4444`%%%%`!1110`4444`%%%%`!111 M0`4444`%%%%`!1110!\`?\$G?^467_!-/_LP#]C?_P!9U^'-??\`7P!_P2=_ MY19?\$T_^S`/V-__`%G7X!?B3\:O M$?Q@\=_#OQCX_P#!/C+0O@C\-OA/X.\9?$WXV_V+>_"KXE^)WU/X3^#_`!EH M][\+/`7BWXTZ;J%Y\']!U+QS;@'U_17R!XB_;N_9G\.^!/AU\0(_%'Q`\9V7 MQ5_X2[_A#?!?PD^`'[0GQM^-DO\`PK?6(/"WQ8_X27]GCX/?"SQS\>O`7_"E M?'5YIOPP^.O_``GOPW\-?\*.^+NM>'_A#\6_^$-^)OB#1/"E_P#3_A/Q9X5\ M>^%?#/CKP+XF\/\`C3P3XT\/Z-XL\'>,?">LZ=XC\*^+/"OB/3K;6/#WB;PS MXAT>YO-(U[P_KND7EGJFC:SI=Y=:=JFG75M?6-S/;3Q2L`?$'Q&_Y2F_L;_] MF`?\%+/_`%HK_@D[7W_7\L5S_P`'"W_!'3XE_P#!23]D/QUX7_;2\/Q^"=+_ M`&8/VR/@1K7C'Q9$?V@?AYX5\/?$SX_?'G_`()VZQ\+-+\3>(?B#\)O#&D> M&O#^MZ1\&/B;JFL^/]>O-.^'O@;3O"MS?>/?%/ABVOM)EU#^IV@`HHKP#XZ? MM8_LL?LO_P#"+?\`#2_[2W[/_P"SO_PG']M_$5_PO3XR?#KX2?$A_PC/\` M9'_"2?\`"+?\)_XC\/\`_"0?\(__`,)!H/\`;?\`9/VO^RO[;TC[?]G_`+2L M_.`/?Z*^`/\`AZ=_P3[U?_1OA;^U#\/_`-IOQ`G[^\\!?L4P>)_VZ/BGI&CK M^[N/%VO_``D_8ZT#XX_$WP[\/["]ET_1M5^(NN^$].\":1XCU_PKX9U/Q%:> M(/%WAC3=7/\`AXG\.O$'_$H^$_[.7[?_`,6_B!=_\@#X>_\`#`_[4_[._P#P MD'V?_2M5_P"+Q?MK?#3]E_\`9E\'_P!E:+#J6M_\7+^.G@?_`(2#^S?^$6\& M_P#"3?$#6_"G@_Q``??]%?`'_#7'[46K_P#$J\._\$L/VO\`1/$&I_\`$OT+ M6?BS\8_^"=OA?X6:1K%[_HVF:G\2_$WPM_;:^./Q-\._#^PO98+KQEKOPZ^" MGQ@\=Z1X%9]1U M7P[X=\3:?^SY^S'\=_V0?V?/#?A^VC\-W7A"UUGX6?`#P7IWBC4?"FJZWXMN M?%/Q)NO&WBO6O'_MW_!LKJ/^F^/_`(N_\$@/COXMF_Y"WQ6_:C_:+_9A_:R^ M.WBKR_W5A_PG/[0'[2_Q$^*_QM\??V'IB6?ASPS_`,)KX_U__A%?!VC^'O!7 MAS^R_"7AS0=%TX`_5_XU_MN_L7_LU^*M/\"_M&?M=_LP?`'QMJWA^U\6:7X. M^-?Q]^%/PK\5:EX5OM1U71['Q-I_A[QUXLT'5[SP_>:OH6N:7:ZS;V10^/_P##T?\`83UC_DD_QS_X:H^S?\A__AACX9?&+]OO_A!/ M._Y!7_"T?^&*?A]\>_\`A4__``D_E:E_PA/_``LO_A%/^$[_`.$>\7?\(;_; MO_"&^*_['\?^"G[;O_!#7]FOPKJ'@7]G/]KO_@E!\`?!.K>(+KQ9JG@[X*?' MW]D'X5^%=2\57VG:5H]]XFU#P]X%\6:#I%YX@O-(T+0]+NM9N+.34;C3M&TJ MQFN7MM.LXH?(/^"A/_!6+]@7_A@7]N'_`(47_P`%+/V0/^%V_P##('[2W_"G M?^%3_MD?!?\`X6G_`,+3_P"%+^-?^%??\*T_X0_XC?\`"6_\+`_X2W^R/^$- M_P"$6_XJ/_A(_P"S?[$_XF?V6@#\H/V1/^#GG4?VO/\`@K3\=_V1_@!\'/$' MQ_\`@=\6O#^A>!?^">\L,GA7X&P'XA?!_P`(^-_&/Q?^*?Q^UCQVVK>-M&^# M_P`5+9_$?BZX\8Z)IGB#XF?#?X-?!?X>Z9X0_8V\:_''X@>.?#UW_0]_PS[^ MV3\9?W_[1'[8'_"I?"5_^]NO@?\`L,>!K'X:^?X<\2_/XP^%/Q1_:G^,1^*_ MQM\??V'ID=OX1\$_M`?LI>'?^"+OB+8:+X.\6ZW\/;'X-?Y`O_!* M3QE_PK__`(*:_L`^+H_A/_PO&]TC]K_]GS^QOA;!J7]D:QXH\1W_`,3_``WI MGAG_`(1'4+GXE_!_P_;_`!`T3Q!>Z;XB^'7_``GGQ%\._"R7QWI'AV#XM_VO M\,I?%FA:G_K]?\+F_P""@GQ/^7X6_L7_``__`&>?#][_`,4[>>*/VUOVB_#% MQ\4_!NL7/%Q\1=`_9X_8ZTO]I?X9?&;X?^'K+4-/U'2O".N_MO?LW^._B)XC MT3Q7X'U.?X/^'V\,?%S7@#Z`^!?[*O[./[-'_"4W/P*^"_P_^&_B#X@?V)/\ M4O'NB:!:R_%/XS:QX?\`[7DT_P`7?'3XMZF+_P")OQQ^($M[XB\2ZSJ_Q%^+ M?BSQGX[\0^(_%'BGQ-X@\1:GX@\2Z[J6H>O^+/%GA7P%X5\3>.O'7B;P_P"" M_!/@OP_K/BSQCXQ\6:SIWASPKX3\*^'-.N=8\0^)O$WB'6+FSTC0?#^A:19W MFJ:SK.J7EKIVEZ=:W-]?7,%M!+*OQ!_PRW^UC\2/WO[07_!07X@6%E/_`,2+ M7?AQ^Q3\&/AM^RK\+/&?@27YM3T_7_$'Q2N/VN_VNO!_Q`\10WVM:#JOQ2^` M'[7OP.UCP_X<3PK>_"K3/AG\3?#NH?$[Q+T'A/\`X)O?L2^&/%7AGXAZQ\`_ M#_QG^*W@CQ!HWB;P%\;?VJ?$/CC]L7X^_#S4?#6HVVN>%K;X=?'O]JWQ1\9? MC)X`\/\`A+Q);R^+?"/A/P=XXT3PKX5\::KXB\9^'M&TWQ3XG\1ZOJ@!S_\` MP]'_`&$]8_Y)/\<_^&J/LW_(?_X88^&7QB_;[_X03SO^05_PM'_ABGX??'O_ M`(5/_P`)/Y6I?$3_P`++_X13_A._P#A'O%W_"&_V[_PAOBO^QS_`(:'_;L\ M=_\`))_^"=7_``KG^RO^0_\`\-S_`+7/P=^"_P#;'V[_`)!7_"KO^&*=$_X* M4?\`"2_V?]CU+_A-O^%E_P#"E_['^W>$?^$-_P"%C?VKXK_X03[_`**`/@#_ M`(9X_;L\=_\`)6/^"BO_``KG^RO^0!_PPQ^R-\'?@O\`VQ]N_P"0K_PM'_AM M;6_^"E'_``DO]G_8]-_X0G_A6G_"E_['^W>+O^$R_P"%C?VKX4_X00_X==_R%?^%7?\-K?$'X]_\*G_ M`.$G\K3?^$V_X5I_PBG_``G?_"/>$?\`A,O[=_X0WPI_8_W_`$4`%%%%`!11 M10`5S_BSQ9X5\!>%?$WCKQUXF\/^"_!/@OP_K/BSQCXQ\6:SIWASPKX3\*^' M-.N=8\0^)O$WB'6+FSTC0?#^A:19WFJ:SK.J7EKIVEZ=:W-]?7,%M!+*OS!\ M4OVUOA9X&\=Z[\%OASH'Q`_:B_:-\-?V9_PDW[/'[-6E>'/&?COP%_;.CZ?X MKT;_`(7=XT\6>*_`?P%_9A_X2GP+=WWCCX;?\-3?&/X*?\+JT?P_KVE?!#_A M9'C.UMO"UY\__%+]D;]H[]N;P)KOPH_;L\7_`+/_`(0_9E\??V9)\0OV2/V> M_`5U\5]8\46OA[6-/EA\$>//VQ_C]I&G?$5\/\`Q5_9TOCIM8^"'[&7[(W[ M1WPC\=OX$F^$'[2&AZU\*KCX@?$X`^8/^"<7_!PS^P9_P4N_:@^-O[*_PBU? MQ!X+\;>"_$&IR?L_7WQ'@3PY!^UK\,_#GA^TO/%?CWX8Z7J$=GJ^@^(-!U>S M\5:RWPD\56UK\0KKX-6OA_XKC38+F#XQ>!?@A^[U?RQ?L"?\&XGP]_X)"_&7 MQ1^V=^SYXN\0?ME?&3P[X@^(.E^!?A5\6/#'PS\(ZCI7[-7C2#3K6\\+?![Q MI?7=GI&@_MOZ#I%GJ.GZ)\=_$/B+X<_!#XR^%=;\9?L]^*_`'[.'AOXNZI^T M1\*_Z7?A;\4O`GQH\":%\2?AMKO_``D'A+Q!_:<%M M&?%GA'Q=X3\3:?H_BWP)\0/`GBW1]<\$_$7X=>-M#\/^._ASX[\/^(O`WCGP M[X?\6^']9T:Q`/0****`"BBB@`KP#XZ?LN?`G]H__A%KWXL>!O[1\6^`?[;_ M`.%:?%;P?XF\8_"CX[?";_A*O[(B\9?\*=_:`^$_B'P1\;?A#_PGFF:'IOAS MXA?\*T\?^%?^$_\`!R77@KQE_;GA+4=2T6[]_HH`^`/^%E_M3_LK_P#)Q&F_ M\-4?L_V/^@6O[0?P"^$_Q%U7]J?PIYW_`!+/!]G\:OV._@[X-^(W_"Z/MW]E M6_\`PL?]H3]E+_A%/.^(OQ%T;[!^P'\%_P!G_P`&_$+XP>#?K_X6_%CX6?'' MP)H7Q2^"GQ+^'_Q@^&7BC^T_^$9^(OPM\9>'/B!X$\1?V)K&H>'=9_L+Q=X3 MU+5_#^K_`-D>(-(U70M3_L_4+C[!K&F:AIEUY5[97,$7H%?('Q2_9-_MOQWK MOQN^`?Q>^('[-'QZU[^S+OQ-KWA2X_X3+X)_&"^\/:/I^DZ-;_M#_LT>++N7 MX9?$#^T[+PO\//"7C3XO?#U/@S^V3>_"+X=^%O@U\/OVLOAAX%T^VL+<`^OZ M*^(/"?[86H^#_%7AGX8?MJ?#?P_^R3\1/'/B#1O!GPL\7S?&/PK\1?V7_P!H M'XA>)-1MK?1?A7\`?C?JVE?"OQMJWQ@>VUGP]:P?"'XW?`GX`_$SXC>((OB$ MW[.GA3X\?#OX1_$'XF:/]OT`%%%%`!1110`4444`>`?M(?`O_A?'@31]*T;Q M3_PKOXF_#OX@>"/C%\%/BE#HG]O77P\^*?P[UB/4]*NKO3[75_"_B#4_A_\` M$#P_+XF^"WQZ\'^$_''P[\1_%;]G'XG_`!@^#EM\0O!ME\1-0UVS/V>_CI_P MNK1_'FF>(/"W_"O_`(P?!'X@-\'?C]\-X-;_`.$OT?P-\4XO`G@3XGV]KX1^ M($.D:#9?$3X?^,OAE\3_`(,%T+POXCO/`GC[P[I_Q.^'OPD^,&F?$ M+X0^`O?Z^0/VD/A;X[T[6-'_`&F?V<="^W?M#^!/^$(\/^+O"=GJ>CZ/:_M+ M?LXZ5X[CUGXB_`KQ/;>(M0\/^$O$'Q`\/^$O$'Q*\8_L=>)?%_C#X"?B M+\.O&VA^'_'?PY\=^'_$7@;QSX=\/^+?#^LZ-8^@4`%%%%`!1110`4444`%% M%%`!1110`4444`%%%%`!1110`4444`%?R!?\'6O_``5'_;L_X)K_`/#!G_#% M/QS_`.%+_P#"Z/\`AJ/_`(67_P`6R^#OQ&_X27_A7/\`PSK_`,(;_P`E9^'W MCO\`L?\`L?\`X3OQ7_R`/[*_M#^U?^)K]N^PZ;]C_J=^-?QK\*_`WPKI^NZ[ MI_B#Q5XD\5>(+7P-\+/A9X&M=.U3XF?&;XF:IIVJZMHOPV^&VBZMJN@Z1>>( M+S2-!U_Q+KFN>)=?\,?#WX:?#WPQXV^+_P`7_&WP\^#?P\^(/Q!\+_G#\=/^ M"5'PB_X*8_\`"+>-O^"LWP?^'_Q(\0?#_P#MO3_@E\"?@[\:?C9%\+/V?M'\ M0?V1%XYU.U^,OA73OV:_B;\=?B!\8KWPQX8USQAKOC?P-X,\">`_#GA?X??# M;X:?"W3/$'AKXK_'#]HH`_$#_@SQ_;U_:Q_:W^%G[5/P4_:$^*W_``L#X9?L M;_#_`/8J^%O[-_AG_A!?AMX4_P"%<^!)?#GQX\)R:%_;/@CP=X;\0>+]WA_X M7>!-/_M/QYJOBC6!_87VI=0%[J>L7.H?V>U^(/\`P0/_`&"OV3OV2/V!?V;_ M`(U_L]_"G_A7_P`3?VR/V0/V,_BE^TAXF_X3KXD^*_\`A8WCN+X+P>+(]=_L M;QOXQ\2>'_"&WQ!\4?'>H?V9X#TKPOHY_MW[*VGFRTS1[;3_`-OJ`"O@#_@K M%_RBR_X*6?\`9@'[9'_K.OQ&K[_KX`_X*Q?\HLO^"EG_`&8!^V1_ZSK\1J`/ MO^BBB@#X`_;(_P"3BO\`@D[_`-G_`/Q'_P#767_!2ROO^O@#]LC_`).*_P"" M3O\`V?\`_$?_`-=9?\%+*^_Z`"BBB@#G_%GA/PKX]\*^)O`OCKPSX?\`&G@G MQIX?UGPGXQ\'>+-&T[Q'X5\6>%?$>G7.C^(?#/B;P]K%M>:1KWA_7=(O+S2] M9T;5+.ZT[5-.NKFQOK:>VGEB;\0=!\&?$+X5_#/]E#XM>+_A7\8#X6_9X_X+ M/?\`!5?X_?%;2O"?PA^)GQ%^)FD_!KXU?$+_`(+`?#'X5_$+PS\%?AYX4\4_ M&3XD^'_&_B3]I;X(:EHTWPS\!^,)W^'OCNV^+EQ;P?"G1O$GC31OW>HH`_`' MX(V/C']FSQ_^S1^U#\5_A%^T!;?"75?^'X^1X`_9T^.WQH^*>A?\-]_\%/\` MX,?M@?LJ_P#":_L^_!?X=_$#]H#X?_\`"P/V?_A_XJ\6>(_^$Y^&/A[_`(4[ MXCL;/X6?&W_A7/Q:UW0/`VJ?I_\`\$]OA;X[^!W[`O[#WP4^*6A?$O\3?@_ M^R!^S3\+?B+X9_M/1];_`.$=\=_#_P""_@KPGXNT+^V?#NH:OX?U?^R/$&D: MAI_]IZ%JNIZ/?_9_M6F:A>V4L%S+]?T4`?X'O!US^RA\>8/%6N^%?!>H^$]'\8^)M&\/2^`5U?5/#_A/ M5_'O@72_$VLV-G/IV@ZCXT$V.J7-K<^(]'BO/\`1\^-?[+?Q,U[Q5I^N?\` M!1?_`(*'?\%WOV4O$FC>'[70%^*G[)/[1'P]U;]@R\\*Z;J.J^)-<\;^(?BM M^Q=^P!\#=(^#/A_X::1XHTR;XQ_'+]OG]G/]DK3K-$UVW$^._BI\&_@UJ?Q M#T+]GOB-_P`I3?V-_P#LP#_@I9_ZT5_P2=K[_H`_G!^%O_!$C]DK]HKP)H7Q M2TW_`(*=?M?_`/!0CX9:_P#VG_PKKXB_M*^./^">/_!3OP)HW]E:QJ'AWQ=_ MPI'Q=^U3^Q-^TCX?^'O]H^(-$DT+XD_\*DU#PY_PEFL>"M!TSQ[_`&Q>^`/# ML&A'AW_@VE_9[^'_`([^(OQ%^"G_``4!_P""G_[,/B#XM?\`"(_\+%T_]CKX MO_LS_L9^!/%'_"!Z//H7A'[9\+?V5OV1O@_\,K?^Q+*]U6>W_L_PC:>;K'B# MQ/XBNOM'B#Q3XBU/4_U_^*7[#OP)^)'CO7?C%H,?Q`^`WQZ\1?V9>:Y\=/V: MOB5XQ^!WCOQGXC\*Z/I^B?#;Q'\;M(\$ZI9?#+]JW_A4MEI5E:_#;P5^UY\/ M?C[\+/#^CRZ]X/E\`7_@7QIXY\+>)?/_`.T/^"@G[/\`_I.NZ9\/_P#@H#\, MK3_B7P6OPTT+PQ^S#^V3H^CZ;_Q*O#NIZEI_Q%^*2_LB_M-_$#Q=-J.F:S\6 M-=T_Q9_P3E\">!+'PMXR\3?"WX6^/+WQ?X1^"GA(`^`/^'!?_6:C_@O]_P"+ M&_\`\3='_#@O_K-1_P`%_O\`Q8W_`/B;K]/_`(6_MT_LX_$KQWH7P4U?QG_P MI/\`::UW^TX;;]D_]H2*U^$/[1U_=>'='U#6/%EWX#^'?B:^C_X7O\/_``Y_ M8'B_3U^/7[..J_&+]G'QC=>`_'=U\-?C!XWT7PGK.K6OU_0!^`/_`!#^^#M1 M_P!"\?\`_!4S_@K_`/'?PE-_R%OA3^U'^TC\"?VLO@3XJ\O][8?$S^S_P#M M+_LL?%?X)>/O[#U-+/Q'X9_X37P!K_\`PBOC'1_#WC7PY_9?BWPYH.M:?]#M_P"<\/\`@A1_]*-K]_J*`/R@^"G_``2RO?V:_"NH>!?V<_V\?VG_ M`(`^"=6\077BS5/!WP4_9M_X(_?"OPKJ7BJ^T[2M'OO$VH>'O`O_``2YT'2+ MSQ!>:1H6AZ7=:S<6F^+/".N_P!C>(OV1=7\/ZO_`&1X@TC3]0_LS7=* MU/1[_P"S_9=3T^]LI9[:7]OO^&-_VBO^DL7[?_\`X;G_`()9?_2TZ^_Z*`/@ M#_AC?]HK_I+%^W__`.&Y_P""67_TM.C_`(8W_:*_Z2Q?M_\`_AN?^"67_P!+ M3K[_`**`/@#_`(8W_:*_Z2Q?M_\`_AN?^"67_P!+3H_X8W_:*_Z2Q?M__P#A MN?\`@EE_]+3K[_HH`^`/^&-_VBO^DL7[?_\`X;G_`()9?_2TZ/\`AC?]HK_I M+%^W_P#^&Y_X)9?_`$M.OO\`HH`^`/\`AC?]HK_I+%^W_P#^&Y_X)9?_`$M. MC_AC?]HK_I+%^W__`.&Y_P""67_TM.N@\6?MW_#U_%7B;X??LY_#3XP?MO?$ M3P%X@UGPQ\3O#G[*UG\,]4\*_"OQ!X6U&YT3QIX/^(OQ_P#C5\4/@G^RYX:^ M,'@?7#H=CXN_9LN/CE)^U!HVG>+/#OC6;X+-\.Y-5\7Z3S__``H+]J?]HC_2 MOVL?C5_PI3X?S?\`-L/[#'Q'^(O@_P"U^7^[_P"+H_MV_P!C?"3]IKQQ]GUK M1/#GQ"\$_P##-/@_]@__`(1G^U?%WP=^,G_#4'P_NO[4U(`^0/BE>^-_`WCO M7?@M\.?^"H?_``4__:B_:-\-?V9_PDW[/'[-7PD_X)'^,_'?@+^V='T_Q7HW M_"[O&GBS_@G]X#^`O[,/_"4^!;N^\TKX(?\+(\ M9VMMX6O#P[_P3L_X*'?&WP)\1?#7[8?_``5S_:_\!^'_`![_`,(C_P`(S\,_ MV.M2_9*\#>._A5_PBVL3W^L_;/VW/"?[`O[/GQ-^)?\`PG-[I/ACQ!;_`/"" M?`K]F'_A#='O/$_PD\4?\+J\/W=SXQUK]?OA;\)_A9\#O`FA?"WX*?#3X?\` MP?\`AEX7_M/_`(1GX=?"WP;X<^'_`($\._VWK&H>(M9_L+PCX3TW2/#^D?VO MX@U?5==U/^S]/M_M^L:GJ&IW7FWM[(M9_L+P MCX3_`."8.D>'](_M?Q!J^JZ[J?\`9^GV_P!OUC4]0U.Z\V]O;F>7T#_AC?\` M:*_Z2Q?M_P#_`(;G_@EE_P#2TZ^_Z*`/@#_AC?\`:*_Z2Q?M_P#_`(;G_@EE M_P#2TZ^8/B3_`,$_OVM/A9J/C;XY_LX?\%&?VW_%GQ$\:>(/`WB#X\?#-O"O M_!,/P[J/Q]\*^`O"NN>$"WPXN-6_8)\.?!OP7^T_!X;NO"-GX?\`B=\1=$73 MOC+X5^$7PQ_9I^,'Q'^&?P[TOX;?&_\`9Q_9ZB@#\P/A/\"/B?\`''X6?#3X MU_"W_@K]^W_XH^&7Q@^'_@WXI?#KQ-_PJ7_@F5HG_"1>!/B!XC:CXC\5>"?%7B/4;G6O&7[3W[,/@W1;:\U?7?$&O:O>:AXK_`&G/ MV8_"FGW6H_'74;K7/V@?V?M#G_:^G^*'PO\`V[OK_P`)^+/"OCWPKX9\=>!? M$WA_QIX)\:>']&\6>#O&/A/6=.\1^%?%GA7Q'IUMK'A[Q-X9\0Z/']9\)^,?!WBSX0?\$H/$ M?A7Q9X5\1Z=\/Z[I%Y>:7K.C:I9W6G:IIUU$_#7@[P1^SY\:HO^"?GQGTC]B7X/_"32-'O-2\/?`WX=_LH M?%3X-7&G6.F?#CX:>!/@#;:MK'C^']WJ*`/QA^"EGXF^-GBK4/A9:_\`!6__ M`(*/_##]H/P]X?NO$_C']F/XU_!O_@ES\-/C[X:\/Z3J.E>'?$/C#3_!.L?\ M$V'MOBI\']&\;:LOP^M?VD_@3K7Q6_9?\<>--/U72?AA\:?',=A+=GZ?_P"& M-_VBO^DL7[?_`/X;G_@EE_\`2TZ^G_C7\"/AG^T'X5T_PE\3=+\03VVA^(+7 MQ9X5\2^!O'_Q"^$/Q,\!^*K73M5T(^)OAM\7_A%XI\#?%;X:>(-0\+>(?%'@ M?7-9\!>,_#FH^(OA[XQ\;?#S7KG4O!/C3Q5H&K_,'_"7?M8_LI_\2_XA^'?B M!^W1\!;+_3I_CUX-@^&UO^V3X%M;O_B9^(I?BS^S/\.OAU\&_AE\;_A_X!LM M-\3:KIOC/]DNU3]H[Q/8ZW\-/@IX._86^,'CK0/%WQY\?@!_PQO^T5_TEB_; M_P#_``W/_!++_P"EIT?\,;_M%?\`26+]O_\`\-S_`,$LO_I:=>`?\$[?^"T7 M[+'_``4G_:._;8_9O^"C_8O$'[(GQ`31/#/B*[\<_#KQ%H_[27PLM[J7PCK/ MQT^#\'A/Q+J][J_P_P!(^)ND:KH\VKZ?'K?AS_A!/&'P%\;W7BFQ\0?&"Y^' M7@3]?J`/@#_AC?\`:*_Z2Q?M_P#_`(;G_@EE_P#2TZ/^&-_VBO\`I+%^W_\` M^&Y_X)9?_2TZ^_Z*`/@#_AC?]HK_`*2Q?M__`/AN?^"67_TM.C_AC?\`:*_Z M2Q?M_P#_`(;G_@EE_P#2TZ^_Z*`/PA^,_P"RA\>?V,]1\3_M'^'O^"FW[;Y^ M#?Q4^,'ASQ=^V[J+^`?^";;^-/#NH^)?"OP$_9K\)_M4V/B#6?\`@GS<_#OP MI\'_`-GKX=_"WP=-^U!X=UC1_`_A70?@%I/C3]IJ+XBZ-XD^"?B7X;_M&?;_ M`/PQO^T5_P!)8OV__P#PW/\`P2R_^EIU]_U\`?#K_C"7QW/\&_$O_$L_9%^* M7Q`\.Z5^R5XBL_W/@3]E_P`1^*-'$^$=._8I\3P77VF]\$_#_QO\3;;6?$G M['7BNYUJ7X666L?$VW_8($Z!\"H?A_^Q;\.OVB``_X8W_:*_P"DL7[?_P#X M;G_@EE_]+3H_X8W_`&BO^DL7[?\`_P"&Y_X)9?\`TM.OO^B@#X`_X8W_`&BO M^DL7[?\`_P"&Y_X)9?\`TM.C_AC?]HK_`*2Q?M__`/AN?^"67_TM.OO^B@#X M`_X8W_:*_P"DL7[?_P#X;G_@EE_]+3H_X8W_`&BO^DL7[?\`_P"&Y_X)9?\` MTM.OO^B@#X`_X8W_`&BO^DL7[?\`_P"&Y_X)9?\`TM.C_AC?]HK_`*2Q?M__ M`/AN?^"67_TM.OO^B@#X`_X8W_:*_P"DL7[?_P#X;G_@EE_]+3H_X8W_`&BO M^DL7[?\`_P"&Y_X)9?\`TM.OO^B@#X`_X8W_`&BO^DL7[?\`_P"&Y_X)9?\` MTM.C_AC?]HK_`*2Q?M__`/AN?^"67_TM.OO^B@#X`_X8W_:*_P"DL7[?_P#X M;G_@EE_]+3H_X8W_`&BO^DL7[?\`_P"&Y_X)9?\`TM.OO^B@#X`_X8W_`&BO M^DL7[?\`_P"&Y_X)9?\`TM.C_AC?]HK_`*2Q?M__`/AN?^"67_TM.OO^B@#X M`_X8W_:*_P"DL7[?_P#X;G_@EE_]+3KY@^-?PS_:T\+^*M/^"_P`_P""D'[; M_P`B?"[X@_$+XS?$+1O$<'A#P2_P`+OA1^T9\7/@;] M?^+/C7\3/CQXJ\3?!?\`97T_Q!X=\-Z-X@UGP-\5/VX9K7X>ZM\,_ACK?A'4 M;G1/BM\-O@#X9\2:KK.K_&O]I_P?JXMO!,&N:S\+M;_9'^#/Q"3XA0?%?QM\ M5/C)^SA\0_V(O'OO_P`%/@#\&OV=/"NH>#O@K\/?#_@+2->\077C/QC>:;#/ M>>*OB3\0M4T[2M+\0_%3XM^.M8N-2\;?%[XP>,;;0]*E\>_%[XG>(?%GQ,\? MZC9QZQXT\5Z[J[2WT@!^*OBEXJ\;?$+Q5[_P#\,;_M%?\`26+] MO_\`\-S_`,$LO_I:=??]%`'P!_P2=_Y19?\`!-/_`+,`_8W_`/6=?AS7W_7P M!_P2=_Y19?\`!-/_`+,`_8W_`/6=?AS7W_0`5\`?\%8O^467_!2S_LP#]LC_ M`-9U^(U??]?`'_!6+_E%E_P4L_[,`_;(_P#6=?B-0!]_T444`?`'[9'_`"<5 M_P`$G?\`L_\`^(__`*ZR_P""EE??]?`'[9'_`"<5_P`$G?\`L_\`^(__`*ZR M_P""EE??]`!1110`4444`%%%%`'P!\1O^4IO[&__`&8!_P`%+/\`UHK_`(). MU]_U\`?$;_E*;^QO_P!F`?\`!2S_`-:*_P""3M??]`!1110!Y_\`%+X3_"SX MX^!-=^%OQK^&GP_^,'PR\4?V9_PDWPZ^*7@WPY\0/`GB+^Q-8T_Q%HW]N^$? M%FFZOX?U?^R/$&D:5KNF?VAI]Q]@UC3-/U.U\J]LK:>+Y`_X8K\=_"+][^Q7 M^U'\0/V>?#^G?OO#O[./Q+\,Z/\`M-_L;:7=7/\`Q*)[33?AKXNU'PA^T;\+ MOA_X;\&+IV@_"?X"_LN?M>?LW_LX_":^$^#;WPS\'V\/M\1?"'Q*^_Z*`/@ M#_AKWXV?!_\`=?MB_L@_$#P397W[S0OB/^Q2GQ=_X*)?"RXNKGY=,\$:_P"' M_A;^SU\/_P!KKPO\0)8=,\3Z]JNL7G[(5S^SCHGART\*V5Q^TA-\3?&VG_#& MR^O_`(6_%CX6?''P)H7Q2^"GQ+^'_P`8/AEXH_M/_A&?B+\+?&7ASX@>!/$7 M]B:QJ'AW6?["\7>$]2U?P_J_]D>(-(U70M3_`+/U"X^P:QIFH:9=>5>V5S!% MZ!7R!\4OV"OV3OBWX[UWXMZS\*?^$$^-OBO^S(/&/[07[/?CKXD_LK_M'>.- M'T?1]/T'3O"/CS]HG]F;QC$/C;XX^']OIFB>&8V^'7BSQ[K'@2XNO!O@34K MGP[-J?@3P?>:(`?7]%?`'_"._P#!03X"?Z=H7Q%^'_[>?PRT;B?P1\2_"/AC M]G7]LF_T=_\`B?\`B+7]-^.7PZGT3]D7XP?$"RFM]3\%_"?X+ZA^R_\`L5>! M->L==\&O\4OVJO"=[X&\7>._B=T'A/\`X*!?`*7Q5X9^%WQWG\0?L8?';QCX M@T;PGX.^!G[7B\%1`'V_1110`4444`%%%%`! M1110`45\`?\`#P3P)\4?^)-^Q7\/OB!^VGX@U/\`=^'?B!\--#UCPO\`L;-: MR_\`$JG\;ZE^W7XNT2V_9R\;_#_P3XSN=.\)_%C1_P!ESQ-^T[^T=X0OHO&5 MMX9_9O\`B!X@^&'Q%\-^&S_ADWXI_M!?\3/]N?XO?\)CX2O_`-__`,,=?`*X M\1_#7]EBSL;K_2/^$5^-7B?[79_&W]M'[/IFM>+OA;\1],^*.N_#7]C;]HSX M=76C:AXV_P"">G@[Q;8?;%`.@\6?MO>%=9\5>)OA1^REX'\0?MA_&3PKX@UG MP1XQM?A=J.G:7\`O@KXXT/4;GPWXAT+]I#]J76%E^%/PX\0?#CQ3+X+OA M;\1],^*.N_#7]C;]HSX=76C:AXV_X)Z>#O%MA]L7[?\`"?A/PKX"\*^&?`O@ M7PSX?\%^"?!?A_1O"?@[P=X3T;3O#GA7PGX5\.:=;:/X>\,^&?#VCVUGI&@^ M']"TBSL]+T;1M+L[73M+TZUMK&QMH+:"*)>@H`Y_PGX3\*^`O"OAGP+X%\,^ M'_!?@GP7X?T;PGX.\'>$]&T[PYX5\)^%?#FG6VC^'O#/AGP]H]M9Z1H/A_0M M(L[/2]&T;2[.UT[2].M;:QL;:"V@BB7H***`"BBB@`HHHH`****`"OB#Q9X3 M\5?LH^*O$WQB^#OAGQ!XT^`/C3Q!K/C3]HG]G;P7HVH^(_%7@GQ5XCU&YUKQ ME^T]^S#X-T6VO-7UWQ!KVKWFH>*_VG/V8_"FGW6H_'74;K7/V@?V?M#G_:^G M^*'PO_;N^WZ*`.?\)^+/"OCWPKX9\=>!?$WA_P`:>"?&GA_1O%G@[QCX3UG3 MO$?A7Q9X5\1Z=;:QX>\3>&?$.CW-YI&O>']=TB\L]4T;6=+O+K3M4TZZMKZQ MN9[:>*5N@KX`_P"3`/\`LP#_`-8`_P#R`/\`U@#_`+,`_P"3`/O^@`HHHH`* M***`"BBB@`KY@_;6^''Q]^,/[(_[1OPH_9:^)WA_X,?M!_$?X/\`CCP3\*?B MGXF7QI%IW@CQ5XET2ZTFWURVUKX=^(/#GC;P7X@@MKJZC\)_$GPW<:WJ/PO\ M52Z-\1$\#?$>/PQ)\/O$WT_10!_!'_P2?_X-J_\`@KO_`,$R?VVOAQ^UIX>_ M:#_8@U#2/!_A_P"(FB>.OAWHWQ7_`&FQIWQF\*^(?`^N6]G\)_%D=C\"/!=M M:^'_`!'XV@\'7]MXRU@^.=.^$'BK1O#/QNB^#WQJU?X::7\*/%_]OGP4^-?A M7XY>%=0UW0M/\0>%?$GA7Q!=>!OBG\+/'-KIVE_$SX,_$S2].TK5M:^&WQ)T M72=5U[2+/Q!9Z1KV@>)=#USPUK_B?X>_$OX>^)_!/Q?^$'C;XA_!OXA_#[X@ M^*/8*^8/C7^R_P"%?B/XJT_XW_#Y_#_PA_:V\'>'[7PY\._VEM-\%Z=KGBJ+ MPKINHZKKG2ZCJ4?Q,^%GB M?X0_M$^#OA3\<_AP`?3]%?,'P4_:@\*_$?Q5J'P0^(*>'_A#^UMX.\/W7B/X MB?LTZEXTT[7/%47A73=1TK1)/C/\)+RXL?#6K_&?]F#Q/J^MZ3;^`_CWHOA# M0].EU'4I/AG\4_#'PA_:)\'?%;X&?#CZ?H`****`"O/_`(I?"WP)\:/`FN_# M;XDZ%_PD'A+Q!_9D]S;0:GK'A_6-*UCP_K&G^)O"?B[PCXL\,ZAH_BWP)\0/ M`GBW1]#\;?#KXB^"=<\/^._ASX[\/^'?'/@;Q%X?\6^']&UFQ]`HH`^0/V>_ MBEX[TOQWX\_9<^/VN_VQ\6OAUN\0?"/XCZQIFC^&-8_:R_9QAT?P(I^.L?A_ MPMI]A\/[7X@?#7X@>,9_@9^TAX:^'O\`9=KH_CO1O!'QSF^$G[/?PE_:R_9X M^&,/U_7@'[2'P+_X7QX$T?2M&\4_\*[^)OP[^('@CXQ?!3XI0Z)_;UU\//BG M\.]8CU/2KJ[T^UU?POX@U/X?_$#P_+XF^"WQZ\'^$_''P[\1_%;]G'XG_&#X M.6WQ"\&V7Q$U#7;,_9[^.G_"ZM'\>:9X@\+?\*_^,'P1^(#?!WX_?#>#6_\` MA+]'\#?%.+P)X$^)]O:^$?B!#I&@V7Q$^'_C+X9?$_X,%T+POXCO/ M`GC[P[I_Q.^'OPD^,&F?$+X0^`@#W^BBB@`HHHH`****`"BBB@`HHHH`***\ M?^-?QK\*_`WPKI^NZ[I_B#Q5XD\5>(+7P-\+/A9X&M=.U3XF?&;XF:IIVJZM MHOPV^&VBZMJN@Z1>>(+S2-!U_P`2ZYKGB77_``Q\/?AI\/?#'C;XO_%_QM\/ M/@W\//B#\0?"X!Z!XL\6>%?`7A7Q-XZ\=>)O#_@OP3X+\/ZSXL\8^,?%FLZ= MX<\*^$_"OAS3KG6/$/B;Q-XAUBYL](T'P_H6D6=YJFLZSJEY:Z=I>G6MS?7U MS!;02RK\0?8_BG^V]^X\4^'/V@/V5?V4K/\`TRUTS_A-?$?[/O[4_P"TY?3_ M`/$P\'^(_P"W?@[X_P!+^-O[)O[/^CZ9-HGB[_A"M7\1?![]LGXD_$5O^%=? M'3P!^SG\+/A?\0?A;^UWT'A/X$>*OCWXJ\,_'C]K+2_$&CW/ASQ!HWBSX'_L MF0^/]1G^&?P5@T#4;;Q#X2\3?'[P_P"!/%-Q\*?VE/VGX?%.F^&/B3/K/BD? M$SX-?LM?$+P7\/=)_9&N;KQM\.O&'[7?[2?V_0!S_A/PGX5\!>%?#/@7P+X9 M\/\`@OP3X+\/Z-X3\'>#O">C:=X<\*^$_"OAS3K;1_#WAGPSX>T>VL](T'P_ MH6D6=GI>C:-I=G:Z=I>G6MM8V-M!;011+T%%%`!1110!\`?\$G?^467_``33 M_P"S`/V-_P#UG7X?V]_Q5O_``K*OT__ M`&R/^3BO^"3O_9__`,1__767_!2ROQ!_X.(/B5^P+X\\=_L\_"WXU_LL?L@? M\%`_B;\&O^%L_P#"3?#KXI?\%G/@O_P32\=_LP_\+#T?X)^(M&_MWPCXL^+? M@;Q!X]_X75X?L]*UW3/[0T^3_A%M'\%Z?J=KLLO'EM/=@'Z_?\$K/'_QV^*_ MPL_:)^*7Q=\%?M?_``U^'_Q*_:_^+GC_`/9<^'7[=WASP=X._:8\`_`GQCX< M^'GB+Q#X*\4>$?#-[J.M>%?A_P"%?VFM1_:+T+X`>'/B)J%_XQT/]GNP^%FF M6-[=?#^U\#3O^G]?@#_P;B?#GX6?#O\`8=^*_P#PIOX=_L__``?\"^./VO\` MXP>/]-^$7P(_;8\.?\%`+KX8?VWX2^%UC'X*^+_[1?@/6-7^&6K_`!`TBRTB MR_X0SPYX!^S_`-@_LXS_``&_X6A>^,/CU>_%OXB>,OW^H`****`"BBB@#X`^ M(W_*4W]C?_LP#_@I9_ZT5_P2=K[_`*^`/B-_RE-_8W_[,`_X*6?^M%?\$G:^ M_P"@`HHHH`****`"BBB@`KG_`!9X3\*^/?"OB;P+XZ\,^'_&G@GQIX?UGPGX MQ\'>+-&T[Q'X5\6>%?$>G7.C^(?#/B;P]K%M>:1KWA_7=(O+S2]9T;5+.ZT[ M5-.NKFQOK:>VGEB;H**`/@#_`(8(T?X5?Z3^Q%\9/B!^Q'96W_$P@^"'PTT7 MP)XV_8VUK6-,_P!.\.Z9J7[+/Q%\-ZWX?^#_`,/[WQ!<:_K/Q8T+]AOQ9^QC MX[^-M]XV\9>)O'GQ2N?B;+X1^(W@T_X:/_:G^!G_`"=C^S'_`,)A\/[3_B6_ M\-!_L,2?$7]HC?\`V7_Q+/\`A,OBC^QW_P`*_LOVFOAE_P`+-UJ]\.?$3\- M/V:?^'A'_"O?[2\7?\+D^+'AGX?_``[_`.%P>,_O^B@#Q_X*?'[X-?M%^%=0 M\8_!7XA>'_'ND:#X@NO!GC&STV:>S\5?#;XA:7IVE:IXA^%?Q;\"ZQ;Z;XV^ M$/Q@\'6VN:5%X]^$/Q.\/>$_B9X`U&\CT?QIX4T+5UEL8_8*^8/C7^Q?^S!^ MT'XJT_XC?$WX0>'Y_C)H?A^U$^%?VA_`U[X@^$/[4'@/PK:ZCJNIGPS\-OV MH?A%K'@;]H/X:>']0D\0^*+#7-&\!?$KPYIWB+P_XQ\;>%]>MM2\-^-/%6E: MO\_^+/`G[:'[*WA7Q-XL^"OQR\/_`+3GP;^'GA_6?%-O\`OVJ?!'Q6\3_'V3 M1-(TZYMH?`'PZ_:\_9ST#XE_%;Q#X?\``WA;3]*UGPCI?Q._8B_;>_:X^.'C M32_$7AKQI\=_%7B3XJ:'XL^&@!^C]%?P1_LO_P#!V3^UQ^U=_P`%1G^!GP`_ M8U\/_%G]GS]H?Q!X+^"W[,/P7\1^+-;^'7Q,^'6HZ?XFOI]8_:3^,_Q1^'OP MT^/US'X?OO!.H^(_&OQ[\'Z)\/O%?A7X1?#WP)X8OO"'B>>3X??%+QM\<_ZW M?^&&/^%T?\3+]OKXH_\`#8WF_P#-!O\`A"?^%3_L)Z5L_E;/W'_)I7_"7?$;_A='V[^RO!OC+_C-3XL_ML:%^S_X ML^7]ECQM\0-3TK]E[XI'_1M'^"/B/XI>.]0U/PC^Q3\2]/@\KP_\/_A_IGB# MQ1;?"_\`8%\5^&K#PW\+&\"6WPY_8?UG0/!/QG$?L_:[^VC]_T`%%%%`!11 M10`4444`%%%%`'C_`,:_@IX5^.7A73]"UW4/$'A7Q)X5\06OCGX6?%/P-=:= MI?Q,^#/Q,TO3M5TG1?B3\-M:U;2M>TBS\06>D:]K_AK7-#\2Z!XG^'OQ+^'O MB?QM\(/B_P""?B'\&_B'\0?A]XH\@^%O[0GCO2_'>A?`']J/P'_PKKXM:Q_: M>C_#CXN>'UT>']G']K+6/#&CZAXH\02?`H-X[\8_$#X:_$"U^']A_P`+"\2_ MLW_'.WT;QWH]KI?Q;A^!GC?]K+X2_L]_$[]HB'Z_KS_XI?"WP)\:/`FN_#;X MDZ%_PD'A+Q!_9D]S;0:GK'A_6-*UCP_K&G^)O"?B[PCXL\,ZAH_BWP)\0/`G MBW1]#\;?#KXB^"=<\/\`COX<^._#_AWQSX&\1>'_`!;X?T;6;$`]`HKX@$_ M%OXR_`/Q5X9^%G[5\GA_Q/\`#OQ-X@T;X;?!?]LC2-2@L9_'_C36]1MM-\#> M"?VL/AII?@+P?X)_9^^,'Q&N=8T;X??#OQS\.-:\2_`+]HCXRZ/JVDZ;H?[) M?Q$^,_[-7[)_C7[?H`****`"OD#]I#X6^.].UC1_VF?V<="^W?M#^!/^$(\/ M^+O"=GJ>CZ/:_M+?LXZ5X[CUGXB_`KQ/;>(M0\/^$O$'Q`\/^$O$'Q*\8_L= M>)?%_C#X"?B+\.O&VA^'_'?PY\=^'_$7@;QSX=\/^+?#^LZ-8^@5\`?% M[_C"WQW\0/VK]#_TWX"_&CX@?#?5?VT/"UY_Q]?#KQ'<:/\`##]GC1_VUO#' MBN]VV7AOX?\`PN^&7A#X;:;^V+X4\'O'/[1OQ MGT?P?XN\$_LQ?!^_N?#?CC4;#QM\2$/BKXF:=\+?BKX8_9G^&W[0OQI\'Q?! M[6#X*?LY:CX#\5:A\7_C%\5?$'[0W[0>M>'[KPN?B-XD\-^%?!OA7X7^"]=U M'2O%'BKX1_LY?#7PK8);?"OX/ZSXVTG3]=OQXK\2_%CX^^/M.\+_``JT#]H' M]H?XZ1_!'X17_@[O_@I\%/"OP-\*ZAH6A:AX@\5>)/%7B"Z\<_%/XI^.;K3M M4^)GQF^)FJ:=I6DZU\2?B3K6DZ5H.D7GB"\TC0=`\-:'H?AK0/#'P]^&GP]\ M,>"?A!$/!/P\^#?P\^'WP^\+^P4`%%%%`!1110`4444`?`'_!)W_E%E_P`$ MT_\`LP#]C?\`]9U^'-??]?`'_!)W_E%E_P`$T_\`LP#]C?\`]9U^'-??]`!7 MP!_P5B_Y19?\%+/^S`/VR/\`UG7XC5]_U\`?\%8O^467_!2S_LP#]LC_`-9U M^(U`'W_1110!\`?MD?\`)Q7_``2=_P"S_P#XC_\`KK+_`(*65^(/_!>[_@E= MX._X*,^._"7_``H+X*?#_P`9_$WPO_PLB_\`CMXA^"FG?`GX?_&SXF_M,?#? M1_V2/'/P:_9H_:#_`&HY?@=\9/B+\$/^$^_8%U+]J/\`X4MKWQA_X1K]GO2O MB[J?[(__``N+5I;+Q!\#_#/BW]OOVR/^3BO^"3O_`&?_`/$?_P!=9?\`!2RO MPA_X*P?#+]F#X[?MM?$>R_9'_P""'_`(=^!I?VZ/V$ M/B-X@_88^'OPH\5+X'T/XAZQ\-OB7^W%XQU>?X`^'/C!=?L@^--,TZ\USQ=\ M#_BYJ/BGX9_$WX7_``#TSQMHOB*Y\/6?PV`/M_\`X-T/V5='_9-_9`^/7AGP M%\%_VO\`X$?!+XE?M?\`BOXI?`CP3^WKH'@3P=^UC-X$D_9__9O^&WBG7?BM MX&\`"UTSP=]O^-OPU^+=MX%TS4M&T#6-4^&UAX.\62:?=:9XCTO7-8_?ZOS` M_P""27PP_P""@GPF_98N?#/_``47^)'_``L#XFW'Q`FU7X.Z5K7Q`\,?&#XI M_"+]G&7X=?#?3_A]\%OV@/C7X/\`A#\&_#_QO_:`\`^(--\<6WQ6^,>G:-XH MM?B5XCO9?%EIXXUNRU.UM=+_`$_H`*\?^-?QW^&?[/GA73_%OQ-U3Q!!;:YX M@M?"?A7PUX&\`?$+XO?$SQYXJNM.U773X9^&WP@^$7A;QS\5OB7X@T_PMX>\ M4>.-MM-\$^"_%6OZ1[!7YP?\%(?#_BJ]\/\` M[+?C;P\OQ@\.Z1$?VGYO'/CKXT_LZ_#'4?CE^T/^SUX5U?]E_\`:;^%=G\2 M?@S\#K'X,[+XJ_P#"7?\`"&^"_A)\ M`/VA/C;\;)?^%;ZQ!X6^+'_"2_L\?![X6>.?CUX"_P"%*^.KS3?AA\=?^$]^ M&_AK_A1WQ=UKP_\`"'XM_P#"&_$WQ!HGA2_^G_"?BSPKX]\*^&?'7@7Q-X?\ M:>"?&GA_1O%G@[QCX3UG3O$?A7Q9X5\1Z=;:QX>\3>&?$.CW-YI&O>']=TB\ ML]4T;6=+O+K3M4TZZMKZQN9[:>*5OPA^!=CXQ_9G\3_L=?M&_%OX1?M`'X9: M?\/_`/@L%X-UKQ#X'_9T^.WQF^-GB/Q'^V+_`,%!/V=_VD?V>OBQ\8_V=O@= M\._''Q@^&7Q`_:@^#_PE\>_'WXTZ;'\%/A/\+/@5\7?$.J_!O4OAI^S1>ZG\ M-/@#I?Z?_P#!/;X6^._@=^P+^P]\%/BEH7_"+_$WX/\`[('[-/PM^(OAG^T] M'UO_`(1WQW\/_@OX*\)^+M"_MGP[J&K^']7_`+(\0:1J&G_VGH6JZGH]_P#9 M_M6F:A>V4L%S*`>?_$;_`)2F_L;_`/9@'_!2S_UHK_@D[7W_`%^$/C[]E#X\ MP?\`!23]E#P]+_P4V_;?O-7U3]B#_@H-K-CXZN?`/_!-M?%7AS3M!^//_!,F MQU3PGHUG9_\`!/FU\$S^'_&ESXCT?6/$USXA\':[XJM=1\!>$XO!WB;PGI%Y MXZTOQI]O_P##&_[17_26+]O_`/\`#<_\$LO_`*6G0!]_T5\`?\,;_M%?])8O MV_\`_P`-S_P2R_\`I:='_#&_[17_`$EB_;__`/#<_P#!++_Z6G0!]_T5\`?\ M,;_M%?\`26+]O_\`\-S_`,$LO_I:='_#&_[17_26+]O_`/\`#<_\$LO_`*6G M0!]_T5\`?\,;_M%?])8OV_\`_P`-S_P2R_\`I:='_#&_[17_`$EB_;__`/#< M_P#!++_Z6G0!]_T5\`?\,;_M%?\`26+]O_\`\-S_`,$LO_I:='_#&_[17_26 M+]O_`/\`#<_\$LO_`*6G0!]_T5\`?\,;_M%?])8OV_\`_P`-S_P2R_\`I:=' M_#&_[17_`$EB_;__`/#<_P#!++_Z6G0!]_T5\`?\,;_M%?\`26+]O_\`\-S_ M`,$LO_I:='_#&_[17_26+]O_`/\`#<_\$LO_`*6G0!Z!\'_V`_V-O@!^T=\> MOVN?@W^SW\/_`(?_`+1O[3?V3_A=?Q2T*SOEUCQ7Y5U#J>J_V?I]U?W/A_P3 M_P`)MX@MK+Q?\4O^$!TCPO\`\+<\=Z=IGCWXH?\`"7>,],T_7;;Z_KX`_P"& M-_VBO^DL7[?_`/X;G_@EE_\`2TZ/^&-_VBO^DL7[?_\`X;G_`()9?_2TZ`/O M^BO@#_AC?]HK_I+%^W__`.&Y_P""67_TM.C_`(8W_:*_Z2Q?M_\`_AN?^"67 M_P!+3H`^_P"BO@#_`(8W_:*_Z2Q?M_\`_AN?^"67_P!+3H_X8W_:*_Z2Q?M_ M_P#AN?\`@EE_]+3H`^_Z*^`/^&-_VBO^DL7[?_\`X;G_`()9?_2TZ/\`AC?] MHK_I+%^W_P#^&Y_X)9?_`$M.@#[_`**^`/\`AC?]HK_I+%^W_P#^&Y_X)9?_ M`$M.C_AC?]HK_I+%^W__`.&Y_P""67_TM.@#[_HKX`_X8W_:*_Z2Q?M__P#A MN?\`@EE_]+3H_P"&-_VBO^DL7[?_`/X;G_@EE_\`2TZ`/O\`HKX`_P"&-_VB MO^DL7[?_`/X;G_@EE_\`2TZ/^&-_VBO^DL7[?_\`X;G_`()9?_2TZ`/O^BO@ M#_AC?]HK_I+%^W__`.&Y_P""67_TM.C_`(8W_:*_Z2Q?M_\`_AN?^"67_P!+ M3H`^_P"BO@#_`(8W_:*_Z2Q?M_\`_AN?^"67_P!+3H_X8W_:*_Z2Q?M__P#A MN?\`@EE_]+3H`^_Z*^`/^&-_VBO^DL7[?_\`X;G_`()9?_2TZ/\`AC?]HK_I M+%^W_P#^&Y_X)9?_`$M.@#[?\6>$_"OCWPKXF\"^.O#/A_QIX)\:>']9\)^, M?!WBS1M.\1^%?%GA7Q'IUSH_B'PSXF\/:Q;7FD:]X?UW2+R\TO6=&U2SNM.U M33KJYL;ZVGMIY8F^0/"?BSQ5^RCXJ\,_!WXQ>)O$'C3X`^-/$&C>"_V=OVB? M&FLZCXC\5>"?%7B/4;;1?!O[,/[3WC+6KF\U?7?$&O:O>:?X4_9C_:<\5ZA= M:C\==1NM#_9^_:!UR?\`:^G^%_Q0_;NY_P#X8W_:*_Z2Q?M__P#AN?\`@EE_ M]+3KG_%G[!7Q@\>^%?$W@7QU_P`%//VW_&G@GQIX?UGPGXQ\'>+/A!_P2@\1 M^%?%GA7Q'IUSH_B'PSXF\/:Q_P`$RKS2->\/Z[I%Y>:7K.C:I9W6G:IIUU!_@GX1D\??"WXI?%OXF?L`^+?%OBW]K_PEXM\)?%[ MXI:AI_BN\M]8^+7[.-QH7Q,\&:[\6_%OPD_:\U+X2_7_`/PQO^T5_P!)8OV_ M_P#PW/\`P2R_^EIT`??]%?`'_#&_[17_`$EB_;__`/#<_P#!++_Z6G1_PQO^ MT5_TEB_;_P#_``W/_!++_P"EIT`??]%?`'_#&_[17_26+]O_`/\`#<_\$LO_ M`*6G1_PQO^T5_P!)8OV__P#PW/\`P2R_^EIT`??]%?`'_#&_[17_`$EB_;__ M`/#<_P#!++_Z6G1_PQO^T5_TEB_;_P#_``W/_!++_P"EIT`??]%?`'_#&_[1 M7_26+]O_`/\`#<_\$LO_`*6G1_PQO^T5_P!)8OV__P#PW/\`P2R_^EIT`?;_ M`(L\)^%?'OA7Q-X%\=>&?#_C3P3XT\/ZSX3\8^#O%FC:=XC\*^+/"OB/3KG1 M_$/AGQ-X>UBVO-(U[P_KND7EYI>LZ-JEG=:=JFG75S8WUM/;3RQ-\0?\)'\4 M_P!B7]_\7O'_`/PMO]B73?\`B4V'Q:\36?B.[^.W[(_ARW_TG2=>_:C^)NO> M-?$W_#1'[/\`IOVNX$^(?VE[OP[X'^*?[/'@[PSX&^(O[65_P#M$>&M;_:7 M_;/^#1_PQO\`M%?])8OV_P#_`,-S_P`$LO\`Z6G1_P`,;_M%?])8OV__`/PW M/_!++_Z6G0!]_P!%?A#<_P#!/[]I']B+PKHUY^SW_P`%&?\`@H_XJ_9NTGQ! MXFUKXO\`P7T'PK^PM\5/B9\,_"NJ:=X3TOPUK_[(?@;7_P!@GQEI&B_!_P"! M>D>%[FQE_8.^!W@7PQIUY\/=9O=4_90\/)\4?AYH7[-7[3OU_P"$_P!F/XP> M/?"OAGQUX%_X+#_MO^-/!/C3P_HWBSP=XQ$^$O^"4'B/PKXL\*^(].MM8\/ M>)O#/B'1_P#@FY>:1KWA_7=(O+/5-&UG2[RZT[5-.NK:^L;F>VGBE8`_1^BO M@#_AC?\`:*_Z2Q?M_P#_`(;G_@EE_P#2TZ/^&-_VBO\`I+%^W_\`^&Y_X)9? M_2TZ`/O^O@#X=?\`&$OCN?X-^)?^)9^R+\4OB!X=TK]DKQ%9_N?`G[+_`(C\ M4:/X1$Z=^Q3XG@NOM-[X)^'_C?XFVVL^)/V.O%=SK4OPLLM8^)MO^P1X3T# MX%0_#_\`8M^'7[1!_P`,;_M%?])8OV__`/PW/_!++_Z6G7G_`,4O^"$_%WA M'Q9X9_X)QZ/XM\"?$#P)XMT?0_&WPZ^(O@G7/#_COX<^._#_`(=\<^!O$7A_ MQ;X?T;6;$`_3^BOQA^$_PA_:TOOC+\8?V??C-_P52_;?\,_$3PQX@UOQS\#[ M[2_A=_P3#T33OC]^S!?0>#;RR^)/A;2]1_X)T>);8^(/@GXV\/$_@GX,?#O\`:T^`?@63Z?\`^&-_VBO^DL7[?_\`X;G_ M`()9?_2TZ`/O^BO@#_AC?]HK_I+%^W__`.&Y_P""67_TM.C_`(8W_:*_Z2Q? MM_\`_AN?^"67_P!+3H`^_P"N?\6>+/"O@+PKXF\=>.O$WA_P7X)\%^']9\6> M,?&/BS6=.\.>%?"?A7PYIUSK'B'Q-XF\0ZQD:#X?T+2+.\U36=9U2\M=. MTO3K6YOKZY@MH)95_,#XU_#3Q-^SIX5T_P`8_&K_`(+2?MO^`M(U[Q!:^#/! MUGJ7P^_X)+?A)$/VG` M`?7_`/:?CO\`;G_XF'PU^*7Q`^"O[&47[G3/BA\)M0T?P[\4_P!M*UO/]"UV M[^&GC[4-"UOQ!\'_`-D"]\/W&J:5X-^/7PCNO`W[1WQ_\1W^F_&O]EWXP?`[ MX&^`OA;\9/VQ?M_PGX3\*^`O"OAGP+X%\,^'_!?@GP7X?T;PGX.\'>$]&T[P MYX5\)^%?#FG6VC^'O#/AGP]H]M9Z1H/A_0M(L[/2]&T;2[.UT[2].M;:QL;: M"V@BB7X@_P"&-_VBO^DL7[?_`/X;G_@EE_\`2TZ/^&-_VBO^DL7[?_\`X;G_ M`()9?_2TZ`/O^BO@#_AC?]HK_I+%^W__`.&Y_P""67_TM.C_`(8W_:*_Z2Q? MM_\`_AN?^"67_P!+3H`^_P"BO@#_`(8W_:*_Z2Q?M_\`_AN?^"67_P!+3H_X M8W_:*_Z2Q?M__P#AN?\`@EE_]+3H`^_Z*^`/^&-_VBO^DL7[?_\`X;G_`()9 M?_2TZ/\`AC?]HK_I+%^W_P#^&Y_X)9?_`$M.@#[_`**^`/\`AC?]HK_I+%^W M_P#^&Y_X)9?_`$M.C_AC?]HK_I+%^W__`.&Y_P""67_TM.@`_P""3O\`RBR_ MX)I_]F`?L;_^LZ_#FOO^O@#_`()._P#*++_@FG_V8!^QO_ZSK\.:^_Z`"O@# M_@K%_P`HLO\`@I9_V8!^V1_ZSK\1J^_Z^`/^"L7_`"BR_P""EG_9@'[9'_K. MOQ&H`^_Z***`/@#]LC_DXK_@D[_V?_\`$?\`]=9?\%+*\`_X*J?\%"_BG_P3 MQUC]E?Q_X3TS]G_XH_#+QM\0+SP5\6_V7KWQ5XCMO^"@G[0O_"7^._@Q\+/` M5E_P3D^&.FS_`/"/_&CX@?#KQ!\4[GQK\6?`'B:S7^W?#%MX9\.:-XC\$WOB M23Q9I?O_`.V1_P`G%?\`!)W_`+/_`/B/_P"NLO\`@I97Y`_\')'PG^.WB_1_ MV8OBE\%_AI^W_P"*/$'P?^'_`.V;_P`*?^(O_!,[P;X.UO\`:.^%W[9/Q`\" M?"[P[^S?_P`+$\7:?IMS^T;X)_9`\;>#+;]H30OVBO\`A1>H:98^)+JW^&NF M>-_MOB"+X70*`?I]_P`$DOVS/BG^WO\`LL7/[2_Q2\1?L@:C_P`)]\0)M;^' M7@K]D/XF^(_BO_PI'X6>*OAU\-_'_A'X%_M/^(_$45A]E_:_^&O_``F.H:3\ M:M(T+0?"OAR#S/#5_IGA;0_[1GLT_3^OR!_X(W:+XC_X59^U]\4KO]G_`/:` M_9L^'_[2?[?_`,?_`-I?X0_#K]K#X4_"SX._M,?$Y\8O#GPO\1?$_5OB[X1 M^&\7]M?\G-?\+ZT+X27_`,8-0UWXI_\`#/>A?"#3)M>U3X?Z7\/YZ_7Z@`HH MHH`****`/@#XC?\`*4W]C?\`[,`_X*6?^M%?\$G:^_Z^`/B-_P`I3?V-_P#L MP#_@I9_ZT5_P2=K[_H`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB M@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@#S_`.*7PM\" M?&CP)KOPV^).A?\`"0>$O$']F3W-M!J>L>']8TK6/#^L:?XF$^+O"/BSPSJ M&C^+?`GQ`\">+='T/QM\.OB+X)USP_X[^'/COP_X=\<^!O$7A_Q;X?T;6;'P M#X6_%+QW\,_'>A?LU_M*:[_PD'BWQ!_:<'[//[0T^F:/X?T?]J#1_#^CZAXA MU/PCXNTSP]I^C^$O`G[7_@3PEH^K>)/B+\.O#>D^'_`GQO\``GA_Q%^TC^S= MX=\/^$O#_P"T'^SY^Q[]?UY_\4OA;X$^-'@37?AM\2="_P"$@\)>(/[,GN;: M#4]8\/ZQI6L>']8T_P`3>$_%WA'Q9X9U#1_%O@3X@>!/%NCZ'XV^'7Q%\$ZY MX?\`'?PY\=^'_#OCGP-XB\/^+?#^C:S8@'H%%?('P+^*7COP]\4_%/[)/QUU MW_A+OB;X)^'^B?%+X6_&FXTS1_"?_#2_P3U'Q'J_@_4-=O\`PQIFG^'?#\7[ M0'P.\06'AKP]^U;IGPDT)OA%I_\`PMG]G?XQ^']/^#EE^TWH7[-GP9^OZ`"B MBB@`HHHH`****`"BBB@`KX@\6?`'4?V?_%7B;X^?L=?#WP_9ZOXL\0:SXS_: M1_9E\)P^%?`7A7]JK4=>U&YUCQ-\5/#,U[<>'/!/@O\`;?@N;J[O=&^+WBG4 M="\*_M):EZ19_`G]H_P#9$^WZ*`/'_@I\=_AG^T'X5U#Q;\,M M4\03VVA^(+KPGXJ\->.?`'Q"^$/Q,\!^*K73M*UT>&?B3$/B[X6\#?%;X:> M(-0\+>(?"_CC0]&\>^#/#FH^(OA[XQ\$_$/0;;4O!/C3PKK^K^P5\P?&OX*> M*M0\5:?\?_@!J'A_PK^TCX5\/VOAB:'Q/=:CI?PS_:&^&>EZCJNN6_P$^/=Q MH>E:]J]GX?L]7U[Q'K?P8^,^B>'/$_Q"_9?^(7B?Q'XO\(>'/B'\+OB'^T9^ MSG^T5T'P+_:$T?XU?$3X?U/P'\0/@C\8/A__8D_Q(^`/QB7P)%\4_`VC^+_ M`.UYOA_XNNKCX8>._B?\,O&7P_\`B)9:#KK>#_B+\+?B/X^\"7GB/PO\0OAC MJ'B+3/C!\)/B]\/?`0![_1110!X!^TA\"_\`A?'@31]*T;Q3_P`*[^)OP[^( M'@CXQ?!3XI0Z)_;UU\//BG\.]8CU/2KJ[T^UU?POX@U/X?\`Q`\/R^)O@M\> MO!_A/QQ\._$?Q6_9Q^)_Q@^#EM\0O!ME\1-0UVS/V>_CI_PNK1_'FF>(/"W_ M``K_`.,'P1^(#?!WX_?#>#6_^$OT?P-\4XO`G@3XGV]KX1^($.D:#9?$3X?^ M,OAE\3_AQ\4OAUXP70O"_B.\\">/O#NG_$[X>_"3XP:9\0OA#X"]_K\`?^"] M7[<__#ICX6?`S_@H7\.OA=_PG?Q:UC]H#X9?LN>-]%B\;?\`"">'/BK\"=8\ M.?&'XK:QX&^*T4?A'Q;_`,);_P`(E_PB7B[4_P!G_P`300:-XQ^`OQ3\=ZUX MJ\.^(=9^$OCO]I#]G_\`:-`/W^KY@^-?[4'A7X<>*M/^"'P^3P_\7OVMO&/A M^U\1_#O]FG3?&FG:'XJE\*ZEJ.JZ)'\9_BW>6]CXEU?X,?LP>&-7T35K?Q[\ M>]:$:YIT6HZ;'\,_A9X8^+W[1/C'X4_`SXC_P`X/_!+_P#X.2_C[_P5^^/O MB_\`9<_9S_8;^#_P%\;:!\']?^+.J?%;XU_M6^-/B+X5\&>%=*\:?#_X>7WB M/3_A7X%_9@\%ZO\`%WQ!X=U?XF:'XDM?A5(/%7B3Q5X@NO'/Q3^*?CFZT[5/B9\9OB9 MJFG:5I.M?$GXDZUI.E:#I%YX@O-(T'0/#6AZ'X:T#PQ\/?AI\/?#'@GX0?"# MP3\//@W\//A]\/O"X!P'P4^`?BKPOXJU#XT?'_XA>'_CA^TCJWA^Z\#0^//# M'P^U'X5_#/X:?#.;4=*U*X^&WP$^$NN?$/XNZO\`#/P_XTU?P[X<\;?&?7-; M^*/Q!^(7QF^(6C>')_%_C9_A=\*/V<_A'\#?I^BB@`HHHH`****`"BBB@`HH MHH`****`/@#_`()._P#*++_@FG_V8!^QO_ZSK\.:^_Z^`/\`@D[_`,HLO^": M?_9@'[&__K.OPYK[_H`*^`/^"L7_`"BR_P""EG_9@'[9'_K.OQ&K[_KX`_X* MQ?\`*++_`(*6?]F`?MD?^LZ_$:@#[_HHHH`^`/VR/^3BO^"3O_9__P`1_P#U MUE_P4LK\`?\`@X._X)S?L;>'_B[\*_\`@H7XY_8@_9__`&D;WXF_$"^\%?M+ MV?QC_P""H%]_P3FUCXD>,=.^">E^"OV>K+2O'_QD^(6F?`67X?\`A?P+\/\` MQMJ?CCP!\-H/A[\=O$OCOPE\%O%6A^(]5^&6B?M$^'/&?[_?MD?\G%?\$G?^ MS_\`XC_^NLO^"EE?S@_\'$'[??[(FF?M8_L\_":V^)?_``3`UGX]?L>_\+9L M_CI$_\`@IS^R7^VO^T/X$B\.?M%?#;X)^,O!'ASP7IOP7_9N^,'PRN/[;LK M+PG\2_$?C71M2T+XI^%]8\%^`?!OAGQ_I7@7Q9^T)\-/B``?I_\`\&XGPY^% MGP[_`&'?BO\`\*;^'?[/_P`'_`OCC]K_`.,'C_3?A%\"/VV/#G_!0"Z^&']M M^$OA=8Q^"OB_^T7X#UC5_AEJ_P`0-(LM(LO^$,\.>`?L_P#8/[.,_P`!O^%H M7OC#X]7OQ;^(GC+]_J_"'_@WI^./@OX_?L7_`!.\8^!=%_X)P:%I&F_M/^-/ M#-Q9_P#!+_\`9Z^/O[-?P"DU&S^%/P5U2:Y\7^!?VC/AI\*_&VK?&![;6;.+ M7_%FE^'KSPK?>"X?A_H]CK-QJ^A:Y8Z=^[U`!1110`4444`?`'Q&_P"4IO[& M_P#V8!_P4L_]:*_X).U]_P!?`'Q&_P"4IO[&_P#V8!_P4L_]:*_X).U]_P!` M!1110`4444`%%%%`!1110`4444`%%%%`!1110`4444`%%%%`!1110`4444`% M%%%`!1110`4444`%%%%`!1110`4444`%%%%`'C_QK^"GA7XY>%=/T+7=0\0> M%?$GA7Q!:^.?A9\4_`UUIVE_$SX,_$S2].U72=%^)/PVUK5M*U[2+/Q!9Z1K MVO\`AK7-#\2Z!XG^'OQ+^'OB?QM$/B_X)^(?P;^(?Q!^'WBC@/@I\:_%6H> M*M0^`'Q_T_P_X5_:1\*^'[KQ/#-X8M=1TOX9_M#?#/2]1TK0[CX]_`2WUS5= M>U>S\/V>KZ]XU_PUKFA^)=`\3_#WXE_#WQ/XV^$' MQ?\`!/Q#^#?Q#^(/P^\4`'L%%?,'P#^-?BKQ1XJ^(7P`^-&G^'])_:1^!_A_ MX?>)_'DW@:UU&'X9_$OX9_%34?B'H?PE^/?PVM]2U7Q%J_@OP_\`$S5_A%\4 M=$USX,>-O$>L_$+X,_$+X?>-O"$_B/XK_"Y/A'^T9\$DU?PY_PM/\`9_\`BG_PCGARR^,7P=O?$?AS_A(_^$<\ M'^/_``!XP^%G[0'PL^"/QN^%GO\`10!\P?!3X^>*O%'BK4/@O\?_`(>^'_@? M^TCI/A^Z\?VAI],T?P_H_[4&C^ M']'U#Q#J?A'Q=IGA[3]'$>!/VO_``)X2T?5O$GQ%^'7AO2?#_@3XW^!/#_B M+]I']F[P[X?\)>'_`-H/]GS]CT`^OZ_.#_@J!_P2_P#@%_P5F^`7A#]G/]HS MQ?\`&#P7X)\%_�/C7I>J?!37_!?ASQ5<>*O#G@OX@>!;'3]0OO'7P_^(^D M2^'Y=(^(^N7%U:V^AVNHOJ-KI4T.JP6T%Y9WWZ/T4`?A#_P2_P#^#>G]B_\` MX),_'WQ?^T9^SG\3OVG_`!IXV\:?!_7_`(*:II?QK\:?"GQ'X5M_"OB/QI\/ M_'5]J&GV/@7X*_#C5XO$$6K_``XT.WM;JXURZTY-.NM5AFTJ>YGL[RQ_=ZBB M@`HHHH`****`"BBB@`HHHH`****`"BBB@#X`_P""3O\`RBR_X)I_]F`?L;_^ MLZ_#FOO^O@#_`()._P#*++_@FG_V8!^QO_ZSK\.:^_Z`"O@#_@K%_P`HLO\` M@I9_V8!^V1_ZSK\1J^_Z^`/^"L7_`"BR_P""EG_9@'[9'_K.OQ&H`^_Z***` M/@#]LC_DXK_@D[_V?_\`$?\`]=9?\%+*^_Z^`/VR/^3BO^"3O_9__P`1_P#U MUE_P4LK[_H`****`"BBO'_C7\=_AG^SYX5T_Q;\3=4\006VN>(+7PGX5\->! MO`'Q"^+WQ,\>>*KK3M5UT^&?AM$/A%X6\<_%;XE^(-/\+>'O%'CC7-&\!># M/$>H^'?A[X.\;?$/7K;3?!/@OQ5K^D`'L%%?('B+]N[]F?P[X$^'7Q`C\4?$ M#QG9?%7_`(2[_A#?!?PD^`'[0GQM^-DO_"M]8@\+?%C_`(27]GCX/?"SQS\> MO`7_``I7QU>:;\,/CK_PGOPW\-?\*.^+NM>'_A#\6_\`A#?B;X@T3PI?_3_A M/Q9X5\>^%?#/CKP+XF\/^-/!/C3P_HWBSP=XQ$ZSIWB/PKXL\*^(].MM8\/ M>)O#/B'1[F\TC7O#^NZ1>6>J:-K.EWEUIVJ:==6U]8W,]M/%*P!\0?$;_E*; M^QO_`-F`?\%+/_6BO^"3M??]?`'Q&_Y2F_L;_P#9@'_!2S_UHK_@D[7W_0`4 M444`%%%%`!1110`4444`%%%%`!1110`4444`%%%%`!1110`4444`%%%%`!11 M10`4444`%%%%`!1110`4444`%%%%`!1110`4444`>`?'3X%_\+3_`.$6\:^" MO%/_``JS]H#X6?VW=?!KXRVNB?\`"1_$Y_PD?\`9#^+?A[\0O"2:OX<_P"% MI_L__%/_`(1SPY9?&+X.WOB/PY_PD?\`PCG@_P`?^`/&'PL_:`^%GP1^-WPL M/@7\=/\`A:?_``E/@KQKX6_X59^T!\+/[$M?C+\&KK6_^$C_`.$<_P"$C_M= M/"7Q"^'WBU](\.?\+3_9_P#BG_PCGB.]^#OQBLO#GAS_`(2/_A'/&'@#Q_X/ M^%G[0'PL^-WP1^%GO]?`'_!1[7?`GP2_9Q\?_MJZSJ'Q`\&?$#]CGX?^.OB? MX&^)GPD^%NL?&7QWIFCO:Z3>>-OAOXE^%NAZGX<_X6G^S_\`%/\`X1SPS;?' M7X?^+/&7P]\":9H_AKP_\<[GXO?L\?$#X&?#;]IOX)`'W_17\47_``0__P"# MGGXR_P#!0C_@HKXT_9'_`&C/@YX?\/>%OVE/$'CGQ7^R/+\.)(+B?X!Z=\-/ MA?JWC'4_A#\3M8U1M'N?B9X?U_P3\.M<\7+\5+?3-/\`%5I\9=2\0:9#X,A^ M%/CGPCX>_9__`+7:`"BBB@`HHHH`****`"BBB@`KS_XI?"WP)\:/`FN_#;XD MZ%_PD'A+Q!_9D]S;0:GK'A_6-*UCP_K&G^)O"?B[PCXL\,ZAH_BWP)\0/`GB MW1]#\;?#KXB^"=<\/^._ASX[\/\`AWQSX&\1>'_%OA_1M9L?0**`/B#PGXL\ M5?LH^*O#/P=^,7B;Q!XT^`/C3Q!HW@O]G;]HGQIK.H^(_%7@GQ5XCU&VT7P; M^S#^T]XRUJYO-7UWQ!KVKWFG^%/V8_VG/%>H76H_'74;K0_V?OV@=$_"OCWPKXF\"^.O#/A_QIX)\:>']9$^,?!WBS1M.\1^ M%?%GA7Q'IUSH_B'PSXF\/:Q;7FD:]X?UW2+R\TO6=&U2SNM.U33KJYL;ZVGM MIY8F^(/(UC]@G_1O#OA'X@?$#]B"X_<:%X"^$_PZ\=_&#XI_L;:Q+^[TSPC\ M-/A)\+?#OB_XF_%+]D#Q)>M!HW@WX=?#KPGXH\=_L;>([W3?#/A'P[K?[$&I MZ?IO[!(!]_T5\0?L"?\`!0[]F#_@I?\`!KQ1\>/V3O%7B#Q9\._"'Q@^(/P4 MUB^\3>#O$'@G45\5>`I].O(M0MM+\0VEK/O$/Q>\">+OA)>_#^;XS M_#O]/Z*`/PA^&&O_`!;^#'CC]C']IS]H3P1^T_XE^%WA'X/_`/!57X$>'-:T MWX&_M#_M'_'W1/AG\;/VVOV7OB#_`,$]M+^+?PL^&G@3XG_M4P>(-?\`V*?V M=;:[\>^/_CCX)/Q"\->-/#L?AW]J_P`4Z)^TCXX_LGQ/^C__``3V^%OCOX'? ML"_L/?!3XI:%_P`(O\3?@_\`L@?LT_"WXB^&?[3T?6_^$=\=_#_X+^"O"?B[ M0O[9\.ZAJ_A_5_[(\0:1J&G_`-IZ%JNIZ/?_`&?[5IFH7ME+!'-.T' MX\_\$R;'5/">C6=G_P`$^;7P3/X?\:7/B/1]8\37/B'P=KOBJUU'P%X3B\'> M)O">D7GCK2_&GV__`,,;_M%?])8OV_\`_P`-S_P2R_\`I:='Q&_Y2F_L;_\` M9@'_``4L_P#6BO\`@D[7W_0!\`?\,;_M%?\`26+]O_\`\-S_`,$LO_I:='_# M&_[17_26+]O_`/\`#<_\$LO_`*6G7W_10!\`?\,;_M%?])8OV_\`_P`-S_P2 MR_\`I:='_#&_[17_`$EB_;__`/#<_P#!++_Z6G7W_10!\`?\,;_M%?\`26+] MO_\`\-S_`,$LO_I:='_#&_[17_26+]O_`/\`#<_\$LO_`*6G7W_10!\`?\,; M_M%?])8OV_\`_P`-S_P2R_\`I:='_#&_[17_`$EB_;__`/#<_P#!++_Z6G7W M_10!\`?\,;_M%?\`26+]O_\`\-S_`,$LO_I:='_#&_[17_26+]O_`/\`#<_\ M$LO_`*6G7W_10!\`?\,;_M%?])8OV_\`_P`-S_P2R_\`I:='_#&_[17_`$EB M_;__`/#<_P#!++_Z6G7W_10!\`?\,;_M%?\`26+]O_\`\-S_`,$LO_I:='_# M&_[17_26+]O_`/\`#<_\$LO_`*6G7W_10!\`?\,;_M%?])8OV_\`_P`-S_P2 MR_\`I:='_#&_[17_`$EB_;__`/#<_P#!++_Z6G7W_10!\`?\,;_M%?\`26+] MO_\`\-S_`,$LO_I:='_#&_[17_26+]O_`/\`#<_\$LO_`*6G7W_10!\`?\,; M_M%?])8OV_\`_P`-S_P2R_\`I:='_#&_[17_`$EB_;__`/#<_P#!++_Z6G7W M_10!\`?\,;_M%?\`26+]O_\`\-S_`,$LO_I:='_#&_[17_26+]O_`/\`#<_\ M$LO_`*6G7W_10!\`?\,;_M%?])8OV_\`_P`-S_P2R_\`I:='_#&_[17_`$EB M_;__`/#<_P#!++_Z6G7W_10!\`?\,;_M%?\`26+]O_\`\-S_`,$LO_I:='_# M&_[17_26+]O_`/\`#<_\$LO_`*6G7W_10!\`?\,;_M%?])8OV_\`_P`-S_P2 MR_\`I:='_#&_[17_`$EB_;__`/#<_P#!++_Z6G7W_10!\`?\,;_M%?\`26+] MO_\`\-S_`,$LO_I:='_#&_[17_26+]O_`/\`#<_\$LO_`*6G7W_10!\`?\,; M_M%?])8OV_\`_P`-S_P2R_\`I:='_#&_[17_`$EB_;__`/#<_P#!++_Z6G7W M_10!\`?\,;_M%?\`26+]O_\`\-S_`,$LO_I:='_#&_[17_26+]O_`/\`#<_\ M$LO_`*6G7W_10!\`?\,;_M%?])8OV_\`_P`-S_P2R_\`I:='_#&_[17_`$EB M_;__`/#<_P#!++_Z6G7W_10!\`?\,;_M%?\`26+]O_\`\-S_`,$LO_I:='_# M&_[17_26+]O_`/\`#<_\$LO_`*6G7W_10!\`?\,;_M%?])8OV_\`_P`-S_P2 MR_\`I:='_#&_[17_`$EB_;__`/#<_P#!++_Z6G7W_10!_-#\./\`@UK_`&(/ MA%XJ^)WCKX;_`!__`&G_``EXV^*GB!?%E]XQT[X=?\$X'\5?#/Q5;ZCX@UC2 M_$W[,WB&\_X)]7.K_L@^(/#>K^)+O5/!^L_LJ7GP:U'P7J.D^#K[PG'?L'A^7P]KU_/XY_9#_: M#\=_$3Q'X7UZR\3?$73+WXE_\)S\._V^HH`_$'X6WOC?QSX[T+X+?$;_`(*A M_P#!3_\`9=_:-\2_VG_PC/[/'[2OPD_X)'^#/'?CW^QM'U#Q7K/_``I'QIX3 M_P""?WCSX"_M/?\`"+>!;2Q\L>*/V-EM8O^)5!XWTW]NOPCHES^SEX(^'_C M;QG;:CX3^$^C_M1^)OV8OVCO%]]+X-MO$W[-_P`/_$'Q/^'7AOQ)]_T`?`'_ M``QO^T5_TEB_;_\`_#<_\$LO_I:='_#&_P"T5_TEB_;_`/\`PW/_``2R_P#I M:=??]%`'P!_PQO\`M%?])8OV_P#_`,-S_P`$LO\`Z6G1_P`,;_M%?])8OV__ M`/PW/_!++_Z6G7W_`$4`?`'_``QO^T5_TEB_;_\`_#<_\$LO_I:='_#&_P"T M5_TEB_;_`/\`PW/_``2R_P#I:=??]%`'P!_PQO\`M%?])8OV_P#_`,-S_P`$ MLO\`Z6G7Q!_P45_X)W?\%'_C5^R/\6/@?^RU_P`%+/C!X\\;?&SP_JOPD\:: M/^U[8_L0>!_@T/@UX^T35_#WQ5CO9?V=_P#@EO>?%;7O$&N^%KRZ\'Z#IOAO MQ;\+Y]&G\2R^.T\>BY\'6W@[QA^[U%`'\$?_``3/_P"#6/\`X*2?LL?&76XO MB_\`M\^(/@7^SY\1?#[6WQ&OO^"9_P"V[\>?@/\`&6]\5>%X-2O/AKK.MZ7X MH_9,?P3\5/#^C7.K>)?#S>&==UCP;J/A^#QSJ7C'0/%DLFBW_@7QU^[W_#@O M_K-1_P`%_O\`Q8W_`/B;K]_J*`/R@^"G_!,;XK?`'PKJ'@[P+_P5\_X*OZ[I M&I>(+KQ-<7GQK\??L7_M*>*H]1O-.TK2YK;3_'7[1G[#WQ4\;:3X?2VT:SEM M?">E^(;/PK8ZC-JNL6.C6^KZ[KE]J/L'_#&_[17_`$EB_;__`/#<_P#!++_Z M6G7W_10!^$/BS_@GS_P6NO/%7B:\\"_\'"/B#PYX)NO$&LW/@[P]XL_X)9?L M5>-/%6A>%9]1N9?#VC>)O&.CW7@+2/%GB#2](:SL=9\3:7X%\%Z=KNHP7.J6 M/A/PY;746CV?/_\`#O#_`(+K_P#2Q5_YR-_8\_\`FVK]_J*`/P!_X9]_X+K_ M`/1S/_F\W['G_P!2XT?\*=_X+3>%?^)]X_\`CG^T!XQ\)6'_`"%O#G[+G[5G M_!,;XE?';4?M7^A6'_"#>"OVE_\`@@K^Q=\$M:^QZG<6=_XF_P"$U_:7^&O] MG>#K7Q#JWAS_`(3'Q;8:#X`\5?O]10!^`/\`QL4_ZS_?^>LM'_"2_M6^%?\` MB8?'3XU?\%_O@1X2F_T/3O%W_#,'_!%[]K+^T?$Q:AHVE?$7 M0O">H^!-7\1Z!XK\,Z9XBN_$'A'Q/IND?O\`44`?@#_PTS^QY_TM'?\`FP7_ M``0H_P#H&:^@)]!C_P"&+?^$M_X1+_A$O$UEJ>F>$XM M;UC^V-$U#0;;3[C6K=M/K]?J_GA_X+R?\$8-1_X*2_`*[TO]D7X:?L0?#3]K M'Q[\8/AUK/QF_:/^-?PG\*Z7\3/%_P`&O`W@O7],3PGI_P`=?#'P,^*GQDTG MQ`GB31O@]9VMSHM]X>GN?A[X3U7P+>>)E\':AJ/A'Q"`?4'_``04_:7^%G[4 M'_!(_P#8:\1?"W5OM?\`PJ3]G_X9?LT?$70KR_\`#EQXC\'_`!3_`&=_!'A[ MX6^+M)\2:9X=U[Q!_P`(_P#\)!_PC^G_`!%\%6&NSZ;XCU7X6>./`'B[4]!T M3_A)H-/A_7ZOY`O^#5/_`()U_M]?L.?"R_\`BE\4OBI^S_XM_8E_;C_9_P#@ M[^TO\.OAUX2\$_$7A'5G$^(O!'A+X2^$O^$M^$OBW M4-"^-U_H6H>+?$>O>(_AY\&M,TS7KGPUX2GGN?Z_:`"O@#_@K%_RBR_X*6?] MF`?MD?\`K.OQ&K[_`*^`/^"L7_*++_@I9_V8!^V1_P"LZ_$:@#[_`****`/@ M#]LC_DXK_@D[_P!G_P#Q'_\`767_``4LK[_KX`_;(_Y.*_X)._\`9_\`\1__ M`%UE_P`%+*^_Z`"BBB@`HHHH`****`/@#XC?\I3?V-_^S`/^"EG_`*T5_P`$ MG:^_Z^`/B-_RE-_8W_[,`_X*6?\`K17_``2=K[_H`^0/VZ/C%\4_@=^S_#XN M^"EU\/\`3OB;XH_:`_8[^!?AG6/BEX/\1_$#P)X=_P"&F_VO_@7^S?K/BG7? M!'A/XA?"GQ!XI_X1;P_\5M5\1:9HFG_$7PC]OUC3-/@NM7BLFN8Y?/\`_A7/ M_!4W_H\C]@#_`,5I_M%?_38J/^"EG_)NOPY_[/\`_P#@D[_Z]-_8WK[_`*`/ M@#_A7/\`P5-_Z/(_8`_\5I_M%?\`TV*C_A7/_!4W_H\C]@#_`,5I_M%?_38J M^_Z*`/@#_A7/_!4W_H\C]@#_`,5I_M%?_38J/^%<_P#!4W_H\C]@#_Q6G^T5 M_P#38J^`/CI_P-?'O_`$&_!_QE_:7M=2TO_A1/ M[/\`\=O[4TBP$?!WXA:\\O_`&,>F?&+XA64_P#PAW[/_C'_`(0_PKX_NO\` MDMVK?L__`+_4`?`'_"N?^"IO_1Y'[`'_`(K3_:*_^FQ4?\*Y_P""IO\`T>1^ MP!_XK3_:*_\`IL5<_P#\%(?VWO%7["7A_P#9;^(>E^!_#_C;X=^/?VGYO`G[ M1]QK.HZCI>H_#7]F#PA^R_\`M-_M&?'3XY>$YM,6^N=5\0?`WP3\!;[XK7/@ MBS\-^+_$'Q2\*^$_$WPK\"Z`GQ$\;>$=/ M/^&:/V>_VR/$'QTTGX3^)?"WC>[UKP!\0/A-^TU^SAH/PHU*P_:,\#?#S_A; MWAR#XE^*OV:]!^,OP_\`#>M_%OP1\P?&G_@K_P"*HO"OQ!\=?`7X-^(-'\$Z M=_P2@_X*"_\`!1OX->,?CY\/-1C\*_'C1/V?M._97WQ1^&OP!MO&'@^7XB@'V_\` M\*Y_X*F_]'D?L`?^*T_VBO\`Z;%1_P`*Y_X*F_\`1Y'[`'_BM/\`:*_^FQ5T M'@W]N_X>^-/C+HGPPMOAI\8-'\$^./C!\8?V=?A-^T7K-G\,Q\&OB[^T/^S] M!\6)OC/\&?">AZ1\4-7_`&@_#OB#P')^SY^T1:W/B_XJ_`GX<_"3Q%/\$_$S M>"_B-XEMO&'P>N/B9\@?LX_\%?\`PKXP_8O$?M)?M!?!OXP?#[Q(/\`@G!J M_P#P4"U,:=\/-.\->%?CSX5^!_PI^&OBK]KB?]F;PKXN^)E_\1-)\/\`PI^( MGQ/\'>"/!\G[1*O^%;?#Z?XCZCJ6G?MZ?M0?$+]D[X M16W@GP;X5U'4/B)XY\0>'OB)\-->UCQSX3\+^#M3\57'A6\T.+X9:-\2O&VI MCP5#Y_XK_P""EOP]\#^*M+\+^*/V?_VG[&-?C!^RQ^S1\0_$^F^$/AGXL\*_ M!/\`:J_:TU'X#/X'_9V^+>H^#/BYXBN=$\0>$?!/[1_PR^(WCWXR:#8>)OV4 M1IVJ1_#7P%^T+X]_:#UCPE\&?$H!T'_"N?\`@J;_`-'D?L`?^*T_VBO_`*;% M1_PKG_@J;_T>1^P!_P"*T_VBO_IL5>`?M'_MF?%/PS^WU/\`L=>$?VQ?V`/V M3/MO[/\`^S#X_P#A;H7[67PJ\1_$WXI_M$?%/]H+XT?M3?"W4/!7PATS3/VX M?V4?[6_X17_A2/PZL[?PYX=\,>/?$>I>(_B;:6\][9?;-"T^[]?\<_\`!0OP MK\*?'WQ)\"Z[X$^,'Q;\20?MOZ'^Q-\+/`GP4^$.G77BJ_\`B9KW_!/3P3^W M1HNA:AJ>K?&.\TC7O#^O:1>:_I=U\;_$MG\#_A[\,-1\1Z58_%_1_!?P;^%W MQ!_:FU8`Z#_A7/\`P5-_Z/(_8`_\5I_M%?\`TV*C_A7/_!4W_H\C]@#_`,5I M_M%?_38JZ"/]MN#Q+\,_`7CWX._LQ?M/_'OQ)XQ\0?%OPGK_`,)OAQH?P:T/ MQ5$_%7[/OQ"U+X-_'GPS\3OB-\8_C;\*?V:;#Q!\,/C3I.H?"Y=&\*?'KQ? MJ/Q8U'3?$'CO]GZV^+WP;\&^-_B7X:\?^'__``5F_9Q^*OB.-?AWX(_:`\3? M!^+X@?LQ_#K5_P!IO_A6EKX=^!.BZQ^VO\+/V._@EXQO\`_A(/VGO"/P.^#^O^`OBGXR`/0/\` MA7/_``5-_P"CR/V`/_%:?[17_P!-BH_X5S_P5-_Z/(_8`_\`%:?[17_TV*N? M^)O_``4+\*Z/\&OVU/B;X1\"?_"W[+GP?_:T\;>'/CSK/PAT[X@_!KXC> M*OV.9_&'@CX_Z'X3T#1/C'X`\27'B#X-?&3PEJ?@*Y^&WQU\4?LHZC^T#/H? MB;7OV*O@=^T!#\,I?B!\)_A# MX@_:@_X1KP)IGP)\+?%WXZ^(_!O@OX2?#_[#XE^(^@_'KXB?\)EXZ^)_PH\" M?\+(^"7P-^*7P3\+>,?B!_8'CGXG^%[WX9?'5/A2`>?_`/"N?^"IO_1Y'[`' M_BM/]HK_`.FQ4?\`"N?^"IO_`$>1^P!_XK3_`&BO_IL5<_H'[;WBJS_9+\;_ M`!_\4>!_#_B/QM:_MO\`QR_8R^&_@W0-1U'P7X5U[Q5!_P`%//'?_!.W]FN; MQOXFU%?'NK^$_#^J:NOPRUOXY>.M!\.>--1T+3I_'?B_P%\*/$=S:^'_`(87 MGH&F_%GX^_LV>%?BWXS_`&Y/$?P?\8_!OX8?!_Q[\?->_:A^`?PJ\:?"3PKX M"\*_"_3H]5\>_#WXA?L\>*/C=^TI\5M2\06_A:&Z^(?P^^(/PL\6^/M.\>Z= MIOQ#\#^+?AY\'?$G@/X9:G^TF`<__P`*Y_X*F_\`1Y'[`'_BM/\`:*_^FQ4? M\*Y_X*F_]'D?L`?^*T_VBO\`Z;%7/^(/^"EOP]^''@OXF^(?CE^S_P#M/_!' MQM\)/$'[*=EXO^!FL^$/AG\8OC++X+_;/^/I_9I^!'Q0\)Z)^RK\7/V@_"WC MSP_XB^*VD?$'1[GP#X*\8Z]\?8H/AAXFEL?@WJ5SXE^%%G\1S3/^"EOP]F^) MGB'X9^)?V?\`]I_P!)\./C!^SY\`?CCX[\6>$/AG+\,_@?\`&7]JKX>_L\^+ M?@%\/?$WC#PG\7/%-M\2?$'C?QM^TMX`^"&LP_LXV_QO@^%'Q"BN?%_QJN/A MQ^SYXF^&'QP^((!T'_"N?^"IO_1Y'[`'_BM/]HK_`.FQ4?\`"N?^"IO_`$>1 M^P!_XK3_`&BO_IL5>?\`Q3_X*L_!/X/:/\5O'OC#X2?M`+\$OAS_`,-6>'_" M_P`=],TGX17W@3XX?%W]BKP)\FZ?XE^-/PD^$'P3\5ZQ\%]=C\,?%O5=,\9_"/5/B-Z!\1?^"@.C_#'P)!\6 M/$?[+/[7]O\`"71/A_XB^-?QD^(^I_#?P)X'T?\`9Z_9_P!$UCQ1^P!_XK M3_:*_P#IL5>/_#C]O_XF>*_VM/B=^S[XZ^$/B#X5^&_#'_!1]?V,OAGXEU7P MM\/?%4'Q2\*I_P`$P_$'[;MQ-=:SX0_:BU35_`7B!M7\)WGQ*T_QUJGPSU;3 MKGX-?$/X*?".^^%&E_&36?C?XL_9ZZ"U_P""K/P3'PL^(7QKU_X2?M`>$?AE MHG[('QB_;U^"7B;6])^$5[_PUO\`LG?`WPYX/\6>.?BM\"]&\*_&7Q)X@\(; M?#_Q2^"^H:1X%_:JTK]FKXDZA_PN#PM:GP=;WOAGXKVWPY`/0/\`A7/_``5- M_P"CR/V`/_%:?[17_P!-BH_X5S_P5-_Z/(_8`_\`%:?[17_TV*O8/@'^U3X5 M^/GBKXA>!8?AU\8/A)XV\`^'_A]\14\'?&OPCIW@[Q5XI^"'QBU'XAZ/\&?C M9I_A[3O$7B+5_!?A_P")FK_"+XJ:7:_"[XQV?PP_:5^'FH^`]5L?C9\"_A?< MZEX8BU[Z?H`^0/V%_C%\4_CC^S_/XN^-=U\/]1^)OA?]H#]L3X%^)M8^%O@_ MQ'\/_`GB+_AF3]K_`..G[-^C>*="\$>+/B%\5O$'A;_A*?#_`,*=*\1:GHFH M?$7Q=]@UC4]0@M=7ELEMHXOK^O@#_@FG_P`FZ_$;_L__`/X*Q?\`KTW]LBOO M^@`HHHH`****`"BBB@`HHHH`****`"BBB@`KX`_X88_X4O\`\3+]@7XH_P## M'/E?\T&_X0G_`(6Q^PGJN_\`,O^,*_BS^ MR/\`\+&^,7B?_A9?[1W_``OO^S?^$:OOO^B@#X`_X;$^*?P6_>?MS_LW_P#" MB/"4W^E_\-"?`+XA^(_VLOV6/"%C)\WV?XU>._\`A3GP0^-OP&_L#3-*\7>- M_B/\7OBC^S?H/[&WPN^'6CZ-K'C;]K+2_%OB/_A`])^W_"?BSPKX]\*^&?'7 M@7Q-X?\`&G@GQIX?T;Q9X.\8^$]9T[Q'X5\6>%?$>G6VL>'O$WAGQ#H]S>:1 MKWA_7=(O+/5-&UG2[RZT[5-.NK:^L;F>VGBE;H*^(/%G["'P]3Q5XF^(/[.? MQ+^,'[$/Q$\>^(-9\3_$[Q'^RM>?#/2_"OQ4\0>*=1N=;\:>,/B+\`/C5\+_ M`(V?LN>)?C!XXUP:'?>+OVD[CX&Q_M0:SIWA/P[X*F^-*_#N/5?"&K`'V_17 MP!_POW]J?]G?_1?VL?@K_P`+K^'\/_-SW[#'PX^(OC#[)YG[S_BZ/["7]L_% MO]IKP/\`:-:UOPY\/?!/_#-/C#]O#_A)O[*\7?&+XR?\,O\`P_M?[+TWZ_\` MA;\6/A9\'/B!X$\1?V)K&H M>'=9_L+Q=X3U+5_#^K_V1X@TC5="U/\`L_4+C[!K&F:AIEUY5[97,$0!Z!11 M10`4444`%%%%`!1110`4444`%%%%`!1110`4444`%%%%`'P!_P`$G?\`E%E_ MP33_`.S`/V-__6=?AS7W_7P!_P`$G?\`E%E_P33_`.S`/V-__6=?AS7W_0`5 M\`?\%8O^467_``4L_P"S`/VR/_6=?B-7W_7P!_P5B_Y19?\`!2S_`+,`_;(_ M]9U^(U`'W_1110!\`?MD?\G%?\$G?^S_`/XC_P#KK+_@I97W_7P!^V1_R<5_ MP2=_[/\`_B/_`.NLO^"EE??]`!1110`4444`%%%%`'P!\1O^4IO[&_\`V8!_ MP4L_]:*_X).U]_U\`?$;_E*;^QO_`-F`?\%+/_6BO^"3M??]`'P!_P`%+/\` MDW7X<_\`9_\`_P`$G?\`UZ;^QO7W_7P!_P`%+/\`DW7X<_\`9_\`_P`$G?\` MUZ;^QO7W_0!S_BSPGX5\>^%?$W@7QUX9\/\`C3P3XT\/ZSX3\8^#O%FC:=XC M\*^+/"OB/3KG1_$/AGQ-X>UBVO-(U[P_KND7EYI>LZ-JEG=:=JFG75S8WUM/ M;3RQ-\0?\.G?^"67_2-/]@#_`,0W_9U_^=S7W_10!_(%\=/^#0C]C;XK?\%' M/"W[2'A;Q#_PK+]B7Q!_;?C_`..G['7@^UOO#_\`:/Q3LM4TBXTCP5\'?$^B M367_``K+]G_XF_;=;UCXA>'-(DLO$?PN_P"$?NO!'P+O?#_AKXF^%KS]FG]_ MO^'3O_!++_I&G^P!_P"(;_LZ_P#SN:^_Z*`/@#XU_P#!.']G'XM_#;]GSX`Z M-X`^'_PG_9E^"_Q`^-/B+Q!^S]\+?`MK\.?`GCCP)\>_V3OVN/V7OB/\.M"@ M^&.K>`/^%6?\)%_PUKXF^(6I^+O"=O+K%QK&E:A#;06.M>)V\7:)X!X._P"" M4G_",:7#OVO+'XBZ!XC_`&BX/VAK?X?WGP_T7X@?MH_%+Q-X M*TK3/V7-'\1Z=X.T#P!X&UWQ7XCUK2_$7Q$\5>`7'_!)/XIZQ\++_P#9_P#$ M?[5GP_NO@EX$_P""8'[5O_!+;]FBRT3]F/Q'H_Q3\"?"S]H[PY^SOX*T'XD? M'3Q_?_M.Z_X2^.?Q`^'OA+]FKP5%J\/@#X4_LX^'/'?B/6/%.M66E^!-,NM) M\.:/^WU%`'Y0?`__`()8?#WX'?M<:U^TGH-A^S`]M/\`&#]H7X]Z3XLLOV+/ MAG:_MM:M\0OVF=;^)?B7X@^'/BA^V[K7B?Q/J_B7X/Z)J_QG\>V/@'PQ\,O@ M[\$_B9I/@?PY\&_AOXH^,_C3P3X5^*>C?''@/A-_P2+U'2?@%X<_9K_:&_:F M\0?&WX=_#O\`X)P?%7_@F?\`##7_``=\)?"OP6^)FC?!K]HWP7\$?#7QVUOQ MAKJ^(/B-X)\8>(-'N?V?OAUIW[,S:9\-_!L_PK^'MGJ/A_XZZE^UA\1-3NOB M^_[/44`?E!\*_\`!-K]MKQO^VC8Z-J&A^.OVL_C_J_B#Q!\8-7^(&N>`KKQ-;^* M/#VG>!M.M]*UZ'PGXMN;:\TS4/`/VB?V8_VJO'O[7'BWP/\`"#P7\8/"W[.W MQ4_;?_80_;=^+OQ*\3:'^RB_PI\6?$+]E36_V-[_`,5:-;?$8?M/>)OVEM'^ M#]]\%OV2_#7AKPG\*-"_85T/XF:I^VAI.C>*]?\`VJ-&_9)U_P`5>%W_`'>H MH`\`\.?`O_A'_P!J?XR?M+_\)3]K_P"%M_L__LT_`O\`X0K^Q/L__"/_`/#. M_P`1?VL?'_\`PE/_``D?]KS?VK_PF'_#4']D_P!B?V#IO_"/_P#"#_;_`.U] M;_X2;['X?^?_`/AAC_C(K_A?O_"T?^;_`/\`X;G_`.$3_P"$)_ZQ9?\`#M'_ M`(5=_;O_``EW_=:O^$V_L;_JG'_"(_\`,^5]_P!%`'Y`_%'_`()/:/\`%'X= M>$?AQXB^)?P_\8>']'_:`_;G^+6N^&/C9^S1X$_:`^%C:/\`MR_M3^-OVD]3 M\6>!_@M\4O$>L_#+0OVO_P!G6R\63_#']FW]IKXB^'_C#X$\(>'/%OQQ7Q=^ MS-X[\/\`QHU#P?X;/@!_P2D_X49^RQ;_`+-'_"^O^$I^S_M`?\$Q_CI_PFO_ M``J[^Q-__#N3X=?\$XO`'_"+?\(Y_P`+%U?;_P`+C_X=^?VM_;?]O-_PKW_A M;?V#^R/''_"!?;/&?Z_44`?F!XG_`.">WCOQ!\"?VW?V7[7]I;^Q_@+^U+\/ M_P!N#P[\/O"D7P:T>]\1_#?QW_P4`\8_$GXJ?&+XB_%;QG=>-3>_&C_A77Q- M^*?C!/V?_"/P]L?V;-'\-?"SQ#K7@OXQ3_'CQU%X/^+W@S@/VEO^"3VC_M&_ MM3^'/VD]3^)?P_M+WPM^T!^R=^T;X=U;QE^S1X$^*W[0G@K6/V8?B+\&_$D_ MP"^$_P"TIXN\1_\`"0?!?]D#XB^'_A9KOB?4O@W\+?!_A;QWIG[3'Q6^)?QI MU#XU^*?AEX\^(O[-WCK]?J*`/B#0/V(?"L7[-WC?]G/Q;XX\0:I;>)_VG_CE M^U9X:^('A/3M.\*^*OAQ\3/B'^W3X[_;T^$'B#PSI^NMX\\+:OX@_9\^*WB+ MP9<:,/'&A^*OA[\1]1^'EM-\0_AEJG@GQ/K_`,-Y>?UK]COXI_'KX6?M`?#K M]L_]I#_A9'_"^/V?_BM^R\VG_LT?#SQ'^S)\+/`OPL^,OAR70O'GBS2?A;X[ M^,?[4'_"8?M`:KYUM!8?%/XF^+O&OASP+X<\-:#X=^$OPQ^''_"7?M":G\>O MO^B@#\P-1_8&^*?Q-OO''Q"_:`_:#^'_`(I^-OCCX@?\$Z-2O?$7P=_9^\1_ M"3X667PL_P""WU/P%XCE^)O`67[#'QV^('[3'[8?B/QQ\4?^$(_9E^ M*G[?_P"R=^U'I_POE\$^#O%'B/X@?\,B?L]_\$^/%'PM\<_"GXF:%XNTO6O@ M[_;O[37[-FJ^`/V@/#/QC\%?&'_A8'PL^&.BV7P6\/?L]:UXCU/XS_$#]?J* M`/QA^.?_``2<\5?'#X>_%CX":C^TGX?T#]GS7O$'[??Q9^"^BV7P(U&\^,OP M^^/O_!0KX9_M<_#[XH^(_BA\4Y_CC%X)^+_P?\&7/[<_[0>N>`?A5X4^"/P/ M\:0P6?P;TCQ%\;M>D\#>-M6^*_0?\%+O^"3VC_\`!1G_`(2RVUWXE_#_`,-V M7C/]G_7?@E!=?%7]FCP)^TUXC^!FL+_PGFJ^'?BO^R%J'Q%\1Z9X?_9R^('C MKQ!XUTS1OVJ/%6G^$_%_COXU_"SX6_!GPS\+?'/[-?Q-^%WA'XUZ;^OU%`'Y MP6W[!_BI?VM-9_:)O/C5X?G\$S_MO^&?VWO#WPRMOA'J-KXJTOQ5:_\`!,/Q M9_P36\8^!]9^)TOQ:O-(UWP_KND7G@7XN^&=1L?A9X"_A'X%U/Q?\`M&WVI_''Q7I'[2'Q@\-Z1^SM\$+BPU_X M9Z'^R=X+O]1M?BK-$;/X4_L]10!X!X<^!?_``C_`.U/\9/VE_\` MA*?M?_"V_P!G_P#9I^!?_"%?V)]G_P"$?_X9W^(O[6/C_P#X2G_A(_[7F_M7 M_A,/^&H/[)_L3^P=-_X1_P#X0?[?_:^M_P#"3?8_#_O]%%`'P!_P33_Y-U^( MW_9__P#P5B_]>F_MD5]_U\`?\$T_^3=?B-_V?_\`\%8O_7IO[9%??]`!1110 M`4444`%%%%`!1110`4444`%%%%`!1110`4444`%?('Q2_86_9Q^)7CO7?C7I M'@S_`(4G^TUKO]F37/[6'[/'P"\.6/A7]J?P5X`?'3]ESX$_M'_`/"+7OQ8\#?VCXM\`_VW_P`*T^*W@_Q-XQ^% M'QV^$W_"5?V1%XR_X4[^T!\)_$/@CXV_"'_A/-,T/3?#GQ"_X5IX_P#"O_"? M^#DNO!7C+^W/"6HZEHMV`>_T5\`?V?\`\%!/V?\`_1M"U/X?_P#!0'X96G_$ MPGNOB7KOAC]F']LG1]'TW_B:^(M,TW4/AU\+5_9%_:;^('BZ;4=3T;X3Z%J' MA/\`X)R^!/`ECX6\&^&?BE\4O'E[XO\`%WQK\)>P?!3]KSX-?&SQ5J'PLM;W MQ!\,/V@_#WA^Z\3^,?V8_C7H,_PT^/OAKP_I.HZ5X=\0^,-/\$ZQ*]M\5/@_ MHWC;5E^'UK^TG\"=:^*W[+_CCQII^JZ3\,/C3XYCL);L@'T_17@'[-_[57[. M/[8'@36/B=^R_P#&CX?_`!S^'_A_X@>-_A;K/BSX=:_:^(-'T_QW\/=8DT;Q M-H4]S;'_`*\?$'AW4T5]'\:^!/$'A'XC^"]0\0?#_P`9^$_$VM>_T`%%%%`! M1110`4444`%%%%`!1110`4444`?`'_!)W_E%E_P33_[,`_8W_P#6=?AS7W_7 MP!_P2=_Y19?\$T_^S`/V-_\`UG7X`_B M3\*-'^/.H?'WX<:AJOBWX1Z;X9UP`^@/'_[6/[+'PH^%G@KXZ?%+]I;]G_X: M_!+XE?\`".?\*Z^,7C_XR?#KP=\+/'W_``F/AR]\8>$?^$*^(7B+Q'IWA+Q5 M_P`)5X2T[4/%/AS^PM7O_P"W/#EA>ZWIGVK3+6>Z3W^OYH?V(/CE\/?@K\&O M^"#O[0/[2FO^'_V6/@WI?_!&'XP?`VX^)7[1'COX9_#SX>GXA>()_P#@EC?_ M``IT`_$:3QOJ/P[M?$'QV^'?P1^)'QB^$?@34?%=E\3-9^&?A7Q1J'B#P1X8 M\2>!?B)X7\'_`*__`/!,GPGXJ\!?\$V_^"?/@7QUX9\0>"_&W@O]B#]E#PGX MQ\'>+-&U'PYXJ\)^*O#GP&\`Z/XA\,^)O#VL6UGJ^@^(-"U>SO-+UG1M4L[7 M4=+U&UN;&^MH+F"6)0#G_B-_RE-_8W_[,`_X*6?^M%?\$G:^_P"OPA\?>`?^ M"DB_\%)/V4+.\_:O_8@G\;3_`+$'_!0:Y\/>(;;_`()\_'FU\*Z7X5M?CS_P M3)B\8Z-K/@Z7_@IM>:OKOB#7=7O/`M]X9\36/CKPYIWA/3O#GBS2]4\)^-+G MQIH^L>`OM_\`X5S_`,%3?^CR/V`/_%:?[17_`--BH`/^"EG_`";K\.?^S_\` M_@D[_P"O3?V-Z^_Z_$']MKP5^WUI'PP^#FH?&O\`:6_9`^('PRM_V_\`_@EA M_P`)-X1^%O[#WQH^#_CO5_-_X*:_LCP:-_87Q%\6?\%"?CCX?\._8/$$NE:G MJ?\`:'PM\4?VOH]EJ&A6O]B7NIVWB+2/V^H`**Y_Q9X9T[QIX5\3>#M8N?$% MGI'BSP_K/AG5+SPGXL\5>`O%5KIVNZ=SL[Z#X@_X=I_LZ_P#11OV__P#Q;%_P5-_^ MC(H`_$'_`(C)/^"1_P#PM/\`X5[_`,(W^U__`,(E_P`+`_X0W_A>G_"FO!'_ M``JS_A'/^$C_`+$_X6Q_9'_"W_\`A=O_``K_`/LS_BL/[-_X4[_PM/\`X1S_ M`$7_`(5I_P`);_Q2U?U>U_F"?\05/_!4W_HOG[`'_AT_VBO_`*%6O[_/^':? M[.O_`$4;]O\`_P#%L7_!4W_Z,B@#V#]IW]KSX-?LA0?!?5/C?>^(-!\+?&KX MP3_!NQ\:Z;H,^L^%?AWJ-G\&OC!\<]4\??%N^LY3<^!_@_X:\$_!/Q?>>/?B MA<6-YX5^&.G&/QU\3+WP?\*=!\=?$'P@>/OVO/@U\*_%7[2WA[XC7OB#PGI' M[)?[,'@']KSXS>.KG09]8\*Z3\&O'NH_M+6*7NC6?AB77/&VO^(/"UM^RI\2 MM8\3:#8>#GG?3K[PG%X8E\3:OJFHZ7HWS_\`'']C;3M=?_@G]\+/#W@[Q!\8 M?@3$/VG_C#XF^.>G?'[XI^*OVA=1O/@U\4/V#/V^O@SK=M\0O$_[2WCKX@? M$3XP>'_$'Q$^/_@[X?3>$]8UKQO/9^%?%$&DQ:-9?#;PS>)H7P!XV_8$_;:\ M7?%O]H?X'>(?%'B#4_V?/C]X?_84^`.F?M>Z;\0?`_C?XF>'?V1_V??VA_\` M@H_^UIXN^'OQ;^%GQUT[Q;<_&7Q!;^"?'_P-_P"";?CV'XMC]H+1/VC_`(>_ M&./]JCX\7'QDDU/]H_\`9VT0`_3^]_;O^'K?!KX7_$_PI\-/C!X_\;?&+XP> M/OV=?`7[.GAFS^&>F_&75/VA_@U/\9(?CU\&;G7/'?Q0\&_L^:9X@^"4?[.7 M[0-UXL\7ZA\=K?X2>+(/A)K*_!WXC?$^Y\6_"ZW\>^?ZS_P4A\/Z7X?$VUC M^RW^T_XC^.WB/]I^Y_9#UC]E31IOV7X/C+X"^,L'[+_B;]M"*R\6>,?$/[3> MA?LPWGA^\_9AT'2_BK;:]X%_:(\:0+!XT\,^"[R*U^)-KXQ\&>$_D#6_V-OV MA_@_!\6/AI>>#OC!^W1\#KS]I_P;^V%IGQ!TSXI_"3]F+]L+1]1^,OP:^,/P ML^.OPW_8ZU;]GGQU^PE\-O@5\8/"/QV\,^!?VA?C'\8['Q-^SIX5_:%^!G[; MO[7_`(!U32OB9\<;[XBZU\"]*_9>^*-G^S?^T_\4/!/P/\`^"C_ M`(N^-?PV_9C\<_M#?`SXM_MA?"+]F#Q-_P`$T?V@?V:M6T_XD_&WX\?M9ZMX M#^)_B"__`&P_BMXZ^*.AVM]^V)\8?$'AWX&?%'P3X=TO5=!MO!`^"_PS`/O^ M3]N_X>Z-\,_'OBWX@_#3XP?"WXK?#CQ!\)/!OB3]E?QM9_#.7X^OXT_:-^(6 MF_"C]F#1-#N?!OQ0\7?`GQ%X?_:/^).MZ3X$^&WQAT7XX7OP"TGQI%XY\'_% M/XL?#CQ3\$OC[HWPKZ#6_P!M;X67'PL^!?Q+^#6@?$#]I;4_VH/A_I'Q8_9R M^$_P=TKPYI7Q3^+?PLU'PYX6\9:E\2[73?CCXK^#7A+X;_#_`,(^$O&OA+4O M&'C+XW>,OA=XU']@K6_P!HK5/@!X3^*'@7 M6XOVE_V:;SQ!\9OC3^WCXQ_:&\`W.CZ9^TGX5^`T'_!/WX-_$67Q-X4_:1^/ M'A"Q_9//A]^RG^V%^R7IWAGQ%\-O#_B#]H;5_P!C?P_^W-^RU^S]_;)^!D/C M3XM?`+]M'Q5^RW^TM\(/BSX3^$]I\3?V7O@3X:\/_L7?$GX8:3^QW<_LEGXH M_LD>"_%OP"^%7B;XI?`?Q1\$M(TOX+?LT^+0#]?O@I\:_"OQR\*ZAKNA:?X@ M\*^)/"OB"Z\#?%/X6>.;73M+^)GP9^)FEZ=I6K:U\-OB3HNDZKKVD6?B"STC M7M`\2Z'KGAK7_$_P]^)?P]\3^"?B_P#"#QM\0_@W\0_A]\0?%'@'A/\`;O\` MA[XL\5>&77X:?�?V?/B/X@T;P;\%_VT=?L_AG%^S!\:O&GBG4;;0_`VB>" M-3TOXH:M\9-&\/\`Q4\2/=>&/@=\8?B?\&?AY\`OV@O$$O@33O@3\6/B/)\? M/V:F^,_/_L"?#WX[>&;']IOXE_M(>#_^$$^+7[1W[0'@WXQ>(O#5G:^#K7PY M:?V-^QM^R7\!H+KPY!X1^,7QM_LS^T_^%)2:EXU\'ZQXRUC_`(5?\4[KQ_\` M";P1\0OVCOA+X$^'7[6O[0'G_P"R=X?_`&L?@!\+/V:?V%-,^!7]F^'_`-ES MX?\`P;^#GB+]L[QEXE^&VN?`GXL?!/X(>'/#GA*#5?A/\*_"/Q;M_P!HVR_: M`^,'@S1-"TK4O`_Q2^'_`(!^$7[/7C'7/B7XDT_XT_M1^'_@W\.O#7[5@!]@ M:)^UC^RQXF_X7I_PCG[2W[/_`(@_X9?_`+7_`.&E_P"Q/C)\.M5_X9W_`.$? M_P"$I_M[_A>GV#Q'--,T[XG?"J:Z^'ZW+_$VS^&7U!^UC^P'XC\5?\`#SG_`(4? M^SW\/[7_`(65_P`$0?`/[`?['7_".6?PL\'?V=XCL/\`AX3_`,)/^SWX`^T7 M^A_\*H^'[_\`"??LL?;;.^_X0[X6:C]@\%;+^Z_X5K>?\(J`?J]<_M"_`*S^ M)FC?!6\^./P?M?C)XC\0>)O"?A[X2W/Q+\%P?$S7?%7@OX>^$_BYXQ\,Z-X# MEUI?%.J>(/"?PI\>^!?B=XFT:QTJ?4=!^'OC3PGXTU2VM?#?B/1]2O#1OVA? M@%XC^,OBS]G/P]\+/'7P)T;XE^"]4^,O@OPK>0>&;JS\3 M>+/AA8ZU/XV\.>'[JV\:>#KBVUG6-#L].G@\6>&9HKEH]>TMKK\07^$?Q,^+ M/[87_!2/P+\//V>/#]W;>-?^"K__``2_^(_C']JRQ\4?#W39_"GA7]AWX&?\ M$J/VLO$/PQ^-^B:P="^*UYX?O/"V@^)-+_99;X4V?QUT[4/C+\6OB-8_%3P_ M^S;X)@E^*OQ!Z#Q=^Q9\=OB?H^E_LH^-OV9/^$N^&7P[_:__`."I?[4WBOXB M^.?C1X.^'?[./[1WPL_;R\"?\%+O#O@S]G[PKXN^%?BKQY^UU\//B!)#_P`% M`_`WACXK^+=<_9D\*>'/`EK\._C;XA^&WC3XB7NB_"&#XN@'ZO\`A_\`;*_9 MJ^(?PS7XO_!#XU?!_P#:%^':__`V^\6_!3XV_!#Q9X5TOXA?%+XA?#CX M>:7H&H>,[SXDZ-X)3Q!I-S\5/"&NW7@2W\2W/Q,\3Z=JFE:!\,_!'CWXB>*_ M`O@?Q5X_\-/^"I'[`OQ*^!.I?M*_\-6?L_\`@'X):=^T!\6?V:/^%B_$OXY_ M!?PKX.O_`(I_"CQCXR\._P!DZ;XN_P"%@W_A*Z_X65X2\'?\+N^$]A_;R>(_ M&/P)\5>#?B3_`&#IVF:YY%K\06'P!_;,^*G@'QK?>.OA[\8-7U>\_:?_`."3 M7B;P]XB_:[A_X)_:%^VAJW@O]EK_`(*%^`_V@_CO;>+/%?[!-QI/[-VL_LP? M"OX7)>>.OV>O">J:I=_'U/BMKO[5]G?:->:1XR^#FG:SX_$_`W[7_PVO?@_^T!_P6G\&W-G^R7XF_X)J:W\;/BC\.OV]O\`@H)\/?VQ M?@9\6/#-O^VKXA\;?`6V_9_N?`O@FYT+XAZ;XFU#X;?M3^&_B[;^#M,T;X:7 MOPRNO&7B=@#^CZBO`/V3O@[_`,,[_LL?LT_L_P#V7[%_PHS]G_X-_!W[%_PF M'_"POLG_``K+X=>'/!7V7_A/_P#A7OPD_P"$X^S_`-B>5_PF'_"J?AE_PDVS M^VO^%>^#/MO_``CFF^_T`%%%%`!1110`4444`%%%%`'P!_P33_Y-U^(W_9__ M`/P5B_\`7IO[9%??]?B#^Q+X*_;ZU?X8?&/4/@I^TM^R!\/_`(97'[?_`/P5 M/_X1GPC\4OV'OC1\8/'>D>5_P4U_:X@UG^W?B+X3_P""A/P.\/\`B+[?X@BU M74],_L_X6^%_[(T>]T_0KK^V[W3+GQ%J_P!?_P#"N?\`@J;_`-'D?L`?^*T_ MVBO_`*;%0!]_T5\`?\*Y_P""IO\`T>1^P!_XK3_:*_\`IL5'_"N?^"IO_1Y' M[`'_`(K3_:*_^FQ4`??]%?`'_"N?^"IO_1Y'[`'_`(K3_:*_^FQ4?\*Y_P"" MIO\`T>1^P!_XK3_:*_\`IL5`'W_17P!_PKG_`(*F_P#1Y'[`'_BM/]HK_P"F MQ4?\*Y_X*F_]'D?L`?\`BM/]HK_Z;%0!]_T5\`?\*Y_X*F_]'D?L`?\`BM/] MHK_Z;%1_PKG_`(*F_P#1Y'[`'_BM/]HK_P"FQ4`??]%?`'_"N?\`@J;_`-'D M?L`?^*T_VBO_`*;%1_PKG_@J;_T>1^P!_P"*T_VBO_IL5`'W_17P!_PKG_@J M;_T>1^P!_P"*T_VBO_IL5'_"N?\`@J;_`-'D?L`?^*T_VBO_`*;%0!]_T5\` M?\*Y_P""IO\`T>1^P!_XK3_:*_\`IL5'_"N?^"IO_1Y'[`'_`(K3_:*_^FQ4 M`??]%?`'_"N?^"IO_1Y'[`'_`(K3_:*_^FQ4?\*Y_P""IO\`T>1^P!_XK3_: M*_\`IL5`'W_17P!_PKG_`(*F_P#1Y'[`'_BM/]HK_P"FQ4?\*Y_X*F_]'D?L M`?\`BM/]HK_Z;%0!]_T5\`?\*Y_X*F_]'D?L`?\`BM/]HK_Z;%1_PKG_`(*F M_P#1Y'[`'_BM/]HK_P"FQ4`??]?`'_!3K_@GI\+/^"H/[&WQ/_9&^*6I_P#" M)?\`"6_V/XC^'7Q2L_"OASQ;XC^$'Q3\)7R:GX1\?^'-/\10?]A#PAXUL]"U M?PEXC\5_"SQ;X_\``6F>-?"7_"6SZ[9'_"N?^"IO_1Y'[`'_`(K3_:*_^FQ4 M?\*Y_P""IO\`T>1^P!_XK3_:*_\`IL5`'\P7_!`3_@WT_P""D_["OQ3_`&I? M'OQT_:X^('[&_A_6MWP?\+>$_P!E;7_@+\5?^&B;7PIXCMM9T3X]:Y;?'3X2 M?''X9>'?A_864NKZ;\);3Q3\)-"_:.'_``F7CJ/6X?@EX?&K^&?C'_3[_P`( M5_P5-T?_`(F__#2W[`'Q&_LK_B9?\*]_X8>_:*^"_P#PG?V'_2O^$-_X7%_P M\)^/?_"I_P#A)_*_L3_A9?\`PHOXT?\`""?;O^$I_P"%3_$;^RO^$/U@_P"% M<_\`!4W_`*/(_8`_\5I_M%?_`$V*C_A7/_!4W_H\C]@#_P`5I_M%?_38J`#_ M`(7/_P`%'/"O_$^\?_L(?L_^,?"5A_R%O#G[+G[>>J?$KX[:C]J_T*P_X0;P M5^TO^R#^Q=\$M:^QZG<6=_XF_P"$U_:7^&O]G>#K7Q#JWAS_`(3'Q;8:#X`\ M5'_#?7_")?\`)??V*_V__P!G_P#M#_D4_P#C''_AL#_A+?LG_(=_Y1H^,OVX M_P#A7?\`8/VG1O\`DM7_``J__A+?[:_XMQ_PFO\`PC/CS_A$C_A7/_!4W_H\ MC]@#_P`5I_M%?_38J/\`A7/_``5-_P"CR/V`/_%:?[17_P!-BH`/^'IW_!/O M2/\`1OBE^U#\/_V9/$#_`+^S\!?MK0>)_P!A?XIZOH[?N[?Q=H'PD_;%T#X' M?$WQ%\/[^]BU#1M*^(NA>$]1\":OXCT#Q7X9TSQ%=^(/"/B?3=(^O_A;\6/A M9\*/[3_`.$9^(OPM\9>'/B!X$\1?V)K&H>'=9_L M+Q=X3U+5_#^K_P!D>(-(U70M3_L_4+C[!K&F:AIEUY5[97,$7R!_PKG_`(*F M_P#1Y'[`'_BM/]HK_P"FQ5\@?%+_`()7_%/XX^.]=^*7QKT;_@B#\8/B;XH_ MLS_A)OB+\4O^"'OB/X@>._$7]B:/I_AW1O[=\7>+/^"ENK^(-7_LCP_I&E:% MIG]H:A(M,_X1GXB^'?-UC2-/@UG^U_#\NJZ%J8!^WU%?E!\:_"?_ M``7*T'PKI]Y^SG\??^"4'Q4\;2>(+6VU3P]\:_V1/VOO@#X5L_"KZ=JLM]K. MG^,?`O[;O[2FKZEX@M]7AT.QM?#-QX%TG3KS3M1U75)O%EC%/^$[`/W^HK\` M?^&P/^"E?A7_`(E_QTUC_A1'BV;_`$S3O"/_``X0_;=_:R_M'PY)^XM/$?\` MPL7_`()T?\%5?VT?@EHOVS4[?5],_P"$*\4_%+0/BGIW]C_V[K?@#2_"7B/P M/XB\5'_#Q76+;_1O$7_!<;_@B#\/_$%O^XUWP%\6?V5O'?P?^*?@G6(OW>I^ M$?B7\)/BE_P6&\(?$WX7?$#PW>K/HWC+X=?$7PGX7\=^"?$=EJ7AGQ=X=T3Q M!IFH:;;`'[_45\`?\*Y_X*F_]'D?L`?^*T_VBO\`Z;%7/^+-%_X*2>`O"OB; MQUXZ_;N_X)P>"_!/@OP_K/BSQCXQ\6?\$[/CSX<\*^$_"OAS3KG6/$/B;Q-X MAUC_`(*UV>D:#X?T+2+.\U36=9U2\M=.TO3K6YOKZY@MH)95`.@_X)._\HLO M^":?_9@'[&__`*SK\.:^_P"OS@_X(\>+/"OC3_@E!_P3(?!WBS M1I95U'PYXJT+6?#VL6UGJ^EWUG!^C]`!7P!_P5B_Y19?\%+/^S`/VR/_`%G7 MXC5]_P!?`'_!6+_E%E_P4L_[,`_;(_\`6=?B-0!]_P!%%%`'P!^V1_R<5_P2 M=_[/_P#B/_ZZR_X*65]_U\`?MD?\G%?\$G?^S_\`XC_^NLO^"EE??]`!1110 M`4444`%%%%`'P!\1O^4IO[&__9@'_!2S_P!:*_X).U]_U\`?$;_E*;^QO_V8 M!_P4L_\`6BO^"3M??]`'P!_P4L_Y-U^'/_9__P#P2=_]>F_L;U]_U\`?\%+/ M^3=?AS_V?_\`\$G?_7IO[&]??]`!1110`45S]SXL\*V?BK1O`MYXF\/VOC;Q M'X?\3>+/#W@ZYUG3H/%6N^%?!>H^$]'\8^)M&\/2W*ZOJGA_PGJ_CWP+I?B; M6;&SGT[0=1\:>$['5+FUN?$>CQ7G04`%%>/_`!K^._PS_9\\*Z?XM^)NJ>(( M+;7/$%KX3\*^&O`W@#XA?%[XF>//%5UIVJZZ?#/PV^$'PB\+>.?BM\2_$&G^ M%O#WBCQQKFC>`O!GB/4?#OP]\'>-OB'KUMIO@GP7XJU_2/(-,_;U_9.O]'^% MNLZE\5O^$#_X7%^T!I_[*O@SP_\`%[P+\2?@GX[M?VCM=\":[\3O"GP7^('P MX^+W@[P1\0/A#\0/'GP_T*/Q9\-]`^+?AGP1=?$K1_%GPPN?`0\1?\+>^%:^ M,0#Z_HKP#QS^U'\"?AKXQ\0^`/&OCG^Q?%OA7_AES^WM)_X1GQCJ/V#_`(;1 M^.WB;]FC]FC_`$_2?#U_IEU_PLKXV^#O$?@K_0KVX_X0[^SO^$C\?_\`"*^$ MKRPUZZ[_`.+/Q2\"?`[X6?$OXU_%+7?^$7^&7P?^'_C+XI?$7Q-_9FL:W_PC MO@3X?^'-2\6>+M=_L;P[I^K^(-7_`+(\/Z1J&H?V9H6E:GK%_P#9_LNF:?>W MLL%M*`>@45\P?!3]L+X(?'SQ5J'@7P8WQ@\*^-K+P_=>++3P=\?/V9_VE?V6 M/%7BGPKI>HZ5H_B+Q-\/?#W[3GPD^$6K_$SP_P""]7\1>$M+^(.L_#RS\3Z= M\/-1\=?#RQ\<7/A^Y^(?@F+7OI^@`HKS_P`9?%+P)\/_`!'\)_"?B[7?[(\0 M?''X@:E\+?A;I_\`9FL7_P#PE'CO2/A9\2_C7J&A?:M,T^]LM$^S_#+X/_$7 MQ-_:?B*YTC1Y?^$=_L:#4)?$&KZ%I6I\!^TO^U'\"?V/_A9JWQG_`&A_'/\` MP@GP_P!'^W^?>V?AGQCX[\1ZA_8_AS7O&OB+_A'/`'PZ\/>+?B!XM_X1+X?^ M$O&GQ,\:_P#"+>%]8_X0KX6>!/'_`,4/%?\`8_P_\">+O$>B@'O]%?('C+]N M[]F?P/\`"SX3_&+4O%'Q`\0>$OC?\0-2^$_PTTCX:?`#]H3XP_%/6_BGX?\` M#GQ+\4^,OAIJ7P+^$_PL\:_&WPC\0/AOIGP:^+%K\6/!OC+X?>'_`!'\)/$? MPY\9>#_B7IOA3Q;X?U+1+<\?_MW?LS_"[_A"O^$]\4?$#P[_`,)C\/\`PY\6 M-3^T?`#]H2Z_X4M\+/%GVW^POB7^UE_9_P`++S_AB[X?W']B^+_M?C+]KG_A M2?AS2?\`A6OQ>_M?4K#_`(4[\4O^$0`/K^BOF#Q-^V3^SQX0^,MM\"=>\8^( M+?QL_B#PGX,U;7++X6?%O6?@UX)^(7C^#1KCX??"OXH?M%Z+X%U#]GSX3?&# MX@Q^*_`2^`?A#\3?B?X2^)GC:?XJ?!NU\+^%-6N?C+\+(?%_/ZU^WY^QMX<^ M!/[0'[2^N_M"?#_2O@E^RO\`$#XK?"?]H3QK>WE]#_PJSXI_!?QC+X`\=_#3 MQ'X<:P_X2W_A8'_"6_V9I/@KP;I^@WWB/XI_\)7X`O\`X6Z;XRTSXC>`[WQ& M`?7]%>`?M+_M1_`G]C_X6:M\9_VA_'/_``@GP_T?[?Y][9^&?&/COQ'J']C^ M'->\:^(O^$<\`?#KP]XM^('BW_A$OA_X2\:?$SQK_P`(MX7UC_A"OA9X$\?_ M`!0\5_V/\/\`P)XN\1Z+S^I?MH?LP:)\,_A)\7==^+_A_0/!/QT^,'@/]GKX M62>(++Q!H7BKQ/\`'WXB_$*3X4:+\#F^'>K:/9_$30?C!H/Q$L]?\*_$[X:> M)?"NC^-/@QJ/@KXCGXOZ+X&MOAG\0;CPT`?3]%?('QB_;H_9_P#@=\4[KX*> M+H/V@/%'Q-T[X?\`@_XI:QX9^!?['?[7_P"TW_PCO@3X@>(_B%X3\$:[XIUG M]F_X%_%;P_X6_P"$I\0?"GXBZ?HFF>(M5TS6+_\`X1'5[J#3VLHH[F7Z?\)^ M+/"OCWPKX9\=>!?$WA_QIX)\:>']&\6>#O&/A/6=.\1^%?%GA7Q'IUMK'A[Q M-X9\0Z/+OAI M\6_A;X:\(?$WX7?$#PW>K!K/@WXB_#KQ9X7\=^"?$=EIOB;PCXBT3Q!IFGZE M;?D#_P`%KO\`@A/\2?VL/V-O$_A/]AW]IG]K_2/B;X=\SQ%JW[.7QN_;P_:Q M^./P)_:QT?2+[1?$EA\.O%MA^TO\<_B1X?\`!GQ`\/\`B#PUI?B;X->+I+G2 M/`D?C&)]&^)4%A9:OH/Q5^$/]/M%`'\D7_!I=_P3B_:?_8^_9'UC]HSXV_&W MQ!9_#O\`;/\`#_@GXN?"+]D?1M3\/^(?A[X7\*Z[HFF:GX5_:'\6:F;35KG1 MOC!\5/!+Z!;VWA?X?ZYH6G:?\,X?#,/QL'C7XB6?A7PC^SS_`%NU\`?\$G?^ M467_``33_P"S`/V-_P#UG7X'M'\6>(/`6KZ]X?UG1M+\=>$[;PK>>*O!>HZIIUS8V/BSPS9^.O#/C3P3=> M(/#ES/%K&C6WC'P=XL\*SZC9VT7B'PSKND->:7=?$'_#&_[17_26+]O_`/\` M#<_\$LO_`*6G7W_10!_ER?M8>+_^"WFN?\%@=)_;Q^%?[+O_``5?^+.D?LQ^ M(-8^"G[.?QF\3?L,VGASXR^,?V8-/O?B)X8US4+9(?\`@G3X(^#?AGQ!\8?# M?Q0^*WB7PG=?$/\`9)\5^(/A#!\2=&T+Q)I7C[5_A];ZCJ7]_GA/]ESX\^-/ M"OAGQCH__!5G_@H_9Z1XL\/Z-XFTNS\6?`S_`()M^`O%5KIVNZ=;:I8VWB;P M+XZ_X)=>'/&W@OQ!!;7446L^$_&/A[0O%7AS45N='\0Z-I>KV=Y8P?H_10!^ M8'[6WPV\1^!/@G^S6_BSQ[^U_P#&3Q!\&_V@-0\8:A^V1\+?`OPL\??M8_L_ M_P#"2?"+]H;P5:_&+0OV:?@I^R!XY^&7[0?]K67Q+MOV0M3^'OAG]D'Q)_PB M7PV^-^H?M"ZS:Z;X@^#>J_%G1_B#_A0_BK]J6T^!G@WXO_#+XP?&#]GSXD_\ M%'_CGIOBWXN_%C]G_4?V8_VA_C_^S!\0/^"(?[4?[.WC/XM_M?>#/AY\)OV9 MO$GPL\06GQD\7>)?V.?A]X]UWX+?`#Q!J?PD\`_LW)H$?B.3Q!X'^*?Q'_H> MHH`_FA^,O@S]KC1/B-^UAXE^/7PK^,'Q)D^%/B#_`(()V6A_&/X8?"'6_B?/ M^T?\&OV8_P#@M)^TG\>=7^*'A3P1\!/"FJ:YXJ^,'P\_9<\3^`M?_:S\`^!/ MA!X!G\._&6P^(FN_"[X-Z3^SYXC^".O^+OO_`/;"^-6B?MB_\$V_^"E_@7X# M_#;]I_5/&TG[$'[2GA/1/!WQ'_8U_:X^`/BKQOXJ^(?P&^*NC^$/#/PQ\/?' M_P""7PPU?XK>(-6U>P.EMHWPVL_%6HZ;J.H^'['5K:QN?$_AR+5?U?HH`_GA M\(^&_C+\2?C[XK^,WPU\:_\`!1_]MS2/AG_P3@_;V^%2>%?VN_@S!_P2\\52 M?&7XW>-/V/O%7P9^$WP(^+NG?L3_`/!/[QMH_B#XWVWP&^(VG:[\;O##_$># M]G34?!W@CQ/?^(_A1J_BCPP?'_R!\/?V_M#O!T?QI^/>L7'P#^,NE_#/X3_"+XB1>&--^"WA;X%_'#XA_U MNT4`?S@_$7]E#]H[2OB#!\%/V,M-_P"&/_"7P_\`^"O_`(BU/]F;QOIG[,%U M\0/V?_V7_@GXU_X(`^+M`\8?%+X6_`W3M9^&7PMLOA_>_M6_$WXKZ?I^H0ZK MI_PBF_:_^(&NW7CK0OB!XMUKQCX$\8<__P`%0?".G77_``0UN]8L_P!E;XP? M!C5_A]\'_P!J'Q/\0?#^@>(O%7C?XF?LC_&7Q+^R#^V%\-_CEXP\;ZCXU^'7 MC3Q)^V5X?^+OQD^(WCK]FSXY?M)WWA[6X/B9\/?VH_'?_!2;2_C3H>D>&+'] MI30OZ7J*`/PA\8>$]$^(O@O]DO\`:)_;P\,_\%'Y?%/@;P_^VI\(?A_X\_9+ MT;]KCX=?$+7_`(2?$?X^_#+4O@+XS_:E^$O_``3PMO"'[6W@WXP?'O\`9V_9 M]^$OQ=\4>%(_A9\./V>/AG\3)?BSX,^-7PK^`_Q6E_9[^$>C_/\`\:_!G[7$ M_P``OVD_!W[1/PK^,'C3]K']OS_@A#^RE^QMIEY\./A#K?Q.\*^(_P!OWP[X M+_;[TOXZ^#OB=XZ_9Y\*>)O@3^S;X?M/B3^U;\+)5^*?Q<\0_"+]G2ZT[Q/X M@UCP9XZN/!WPS^(M]X+_`*7J*`/PA^,G@SXA/\9?VJ/@3;?"OXP:EXV_:/\` M^"K_`/P3*_;)^$VN:-$?B9K?P:U3]GC]FV#_@E;_L^? M"SQ!X2C_`&,_VB%MOA9\5?B?X*^+?BR?PCX9M?!?@7Q%<_%KX/0^/?R@_:._ M80_:G\4_"+]NGP?X<^#WQ`NOAE\??^'Q'[2_B3X.V?P^^(L^C_%;XI_!3XV? M\%G?!_PJU;Q/\/;#P?<>'_'7[0'[0/B#]L__`()6?&+]CJ_O[76?$?Q6\"?L M&6_Q"\.:]I5[^R[^SE:^*?[/:*`/YX?^"TW@'X^P?\$J_CSJO[1E[X?^._C; MP)X?_:>\6:7\:?V2?@WXT^!D'[.OA7Q#^PA^TK\*['Q-XA^!WCKXH?MK:O\` M%[P_\1-7\>:Y^R]\8]9M]3T73OAA\&OVH-=_:'AN?@O<_LWWGQVT#Z`^(W@S MXR_&_P#8I_9X^('Q1^%?B#QI^T'X8_;?_9"LO!WC/5OA#!HGQ]OOV1_#O_!8 M_P#9=\<>'OBA\1/"6C^%-!USX2>(/BC^RY\#_@O^TE^UAX!@\$?"+1/`GC3P MUK$WC;X-_!B/X9Q?#SX>_L]10!^$/[54WBKP-_P4D^+WCJ\^-'_!1_\`9T\$ M^,_V(/V+_"?A[QC^Q#^PEJ/[7/A7XE^*O`'QY_X*$:QXQ\,^./$,O_!/S]N# M2/!_B#X:Z1\1O`NJ:=HUC>?#;4=0T[XG-?:I;>*[:/1Y?#WZ/_\`!/;X6^._ M@=^P+^P]\%/BEH7_``B_Q-^#_P"R!^S3\+?B+X9_M/1];_X1WQW\/_@OX*$ M^+M"_MGP[J&K^']7_LCQ!I&H:?\`VGH6JZGH]_\`9_M6F:A>V4L%S+]?T4`% M%%%`!1110`4444`%%%%`'P!_P33_`.3=?B-_V?\`_P#!6+_UZ;^V17W_`%\` M?\$T_P#DW7XC?]G_`/\`P5B_]>F_MD5]_P!`!1110`4444`%%%%`!1110`44 M44`%%%%`!1110`4444`%%%%`!1110`4444`%%%%`!1110`4444`%%%%`!111 M0`4444`%%%%`'P!_P2=_Y19?\$T_^S`/V-__`%G7X"OCI\4OVEOV?_`(:_!+XE?\(Y_P`*Z^,7C_XR?#KP M=\+/'W_"8^'+WQAX1_X0KXA>(O$>G>$O%7_"5>$M.U#Q3X<_L+5[_P#MSPY8 M7NMZ9]JTRUGND]_H`^`/B-_RE-_8W_[,`_X*6?\`K17_``2=K[_KX`^(W_*4 MW]C?_LP#_@I9_P"M%?\`!)VOO^@#S_XI?"?X6?''P)KOPM^-?PT^'_Q@^&7B MC^S/^$F^'7Q2\&^'/B!X$\1?V)K&G^(M&_MWPCXLTW5_#^K_`-D>(-(TK7=, M_M#3[C[!K&F:?J=KY5[96T\7R!_PZ=_X)9?](T_V`/\`Q#?]G7_YW-??]%`' MP!_PZ=_X)9?](T_V`/\`Q#?]G7_YW-'_``Z=_P""67_2-/\`8`_\0W_9U_\` MG?_"WX3_"SX'>!-"^%OP4^&GP_^#_PR\+_`-I_$S\.OA;X-\. M?#_P)X=_MO6-0\1:S_87A'PGIND>'](_M?Q!J^JZ[J?]GZ?;_;]8U/4-3NO- MO;VYGE]`HHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH` M****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`^`/^"3O_`"BR M_P"":?\`V8!^QO\`^LZ_#FOO^O@#_@D[_P`HLO\`@FG_`-F`?L;_`/K.OPYK M[_H`*^`/^"L7_*++_@I9_P!F`?MD?^LZ_$:OO^O@#_@K%_RBR_X*6?\`9@'[ M9'_K.OQ&H`^_Z***`/@#]LC_`).*_P""3O\`V?\`_$?_`-=9?\%+*^_Z^`/V MR/\`DXK_`()._P#9_P#\1_\`UUE_P4LK[_H`****`"OD#]M;]I?]EC]C_P"% MF@?M#_M4ZM\/]'TSP)\0-*L_@Q/XRO\`X=:-XCU#X[>._#GBOX=>%_#GPG\1 M?%#7O"7A+PE\0/%OA+Q;XZ\+:EXUUSQIX$\'>"OA9K'Q+\5_%KQ_X$^"6C_$ MSQ=HOU_10!_/#\#?B-\`OV:_''_!//\`:,^+'[4W[,`^#?CC]F#_`(*Q:E\5 M/VL/#GQO\%C]B_4OVT/VO/VVOV*?VFOBM$/@Q\=?$E]H/A:\\/WGQ6T+]J* MW^`G@+Q'KEW\5KCX4_!/Q/#XDD\2^)/AO\0]?A_3_P#X)D^$_%7@+_@FW_P3 MY\"^.O#/B#P7XV\%_L0?LH>$_&/@[Q9HVH^'/%7A/Q5X<^`W@'1_$/AGQ-X> MUBVL]7T'Q!H6KV=YI>LZ-JEG:ZCI>HVMS8WUM!?M7_L03^-I_V(/^"@USX>\0VW_!/GX\VOA72_"MK\>?\`@F3% MXQT;6?!TO_!3:\U?7?$&NZO>>!;[PSXFL?'7AS3O">G>'/%FEZIX3\:7/C31 M]8\!?;__``KG_@J;_P!'D?L`?^*T_P!HK_Z;%7W_`$4`?`'_``KG_@J;_P!' MD?L`?^*T_P!HK_Z;%1_PKG_@J;_T>1^P!_XK3_:*_P#IL5??]%`'P!_PKG_@ MJ;_T>1^P!_XK3_:*_P#IL5'_``KG_@J;_P!'D?L`?^*T_P!HK_Z;%7W_`$4` M?`'_``KG_@J;_P!'D?L`?^*T_P!HK_Z;%1_PKG_@J;_T>1^P!_XK3_:*_P#I ML5??]%`'P!_PKG_@J;_T>1^P!_XK3_:*_P#IL5'_``KG_@J;_P!'D?L`?^*T M_P!HK_Z;%7W_`$4`?`'_``KG_@J;_P!'D?L`?^*T_P!HK_Z;%1_PKG_@J;_T M>1^P!_XK3_:*_P#IL5??]%`'P!_PKG_@J;_T>1^P!_XK3_:*_P#IL5'_``KG M_@J;_P!'D?L`?^*T_P!HK_Z;%7W_`$4`?A#X!\`_\%)&_P""DG[5]G9_M7_L M00>-H/V(/^"?-SXA\0W/_!/GX\W7A75/"MU\>?\`@IM%X.T;1O!T7_!3:SU? M0O$&A:O9^.K[Q-XFOO'7B/3O%FG>(_">EZ7X3\%W/@O6-8\>_;__``KG_@J; M_P!'D?L`?^*T_P!HK_Z;%7W_`$4`?`'_``KG_@J;_P!'D?L`?^*T_P!HK_Z; M%1_PKG_@J;_T>1^P!_XK3_:*_P#IL5??]%`'P!_PKG_@J;_T>1^P!_XK3_:* M_P#IL5'_``KG_@J;_P!'D?L`?^*T_P!HK_Z;%7W_`$4`?`'_``KG_@J;_P!' MD?L`?^*T_P!HK_Z;%1_PKG_@J;_T>1^P!_XK3_:*_P#IL5??]%`'P!_PKG_@ MJ;_T>1^P!_XK3_:*_P#IL5'_``KG_@J;_P!'D?L`?^*T_P!HK_Z;%7W_`$4` M?`'_``KG_@J;_P!'D?L`?^*T_P!HK_Z;%1_PKG_@J;_T>1^P!_XK3_:*_P#I ML5??]%`'P!_PKG_@J;_T>1^P!_XK3_:*_P#IL5'_``KG_@J;_P!'D?L`?^*T M_P!HK_Z;%7W_`$4`?A#^RAX!_P""DD_QY_X*;1>'OVK_`-B#2]7L_P!M_P`` MVWCJ^UG_`()\_'G7=.\1^*F_X)M_\$^;RSUGPGI=C_P4V\.7/@OP_!X)NO!W MAZY\,ZQK'CW4;KQ5H7B;QC%XLL](\6:7X%\%_;__``KG_@J;_P!'D?L`?^*T M_P!HK_Z;%7W_`$4`?`'_``KG_@J;_P!'D?L`?^*T_P!HK_Z;%1_PKG_@J;_T M>1^P!_XK3_:*_P#IL5??]%`'P!_PKG_@J;_T>1^P!_XK3_:*_P#IL5'_``KG M_@J;_P!'D?L`?^*T_P!HK_Z;%7W_`$4`?`'_``KG_@J;_P!'D?L`?^*T_P!H MK_Z;%1_PKG_@J;_T>1^P!_XK3_:*_P#IL5??]%`'P!_PKG_@J;_T>1^P!_XK M3_:*_P#IL5'_``KG_@J;_P!'D?L`?^*T_P!HK_Z;%7W_`$4`?`'_``KG_@J; M_P!'D?L`?^*T_P!HK_Z;%1_PKG_@J;_T>1^P!_XK3_:*_P#IL5??]%`'P!_P MKG_@J;_T>1^P!_XK3_:*_P#IL5'_``KG_@J;_P!'D?L`?^*T_P!HK_Z;%7W_ M`$4`?A#^RAX!_P""DD_QY_X*;1>'OVK_`-B#2]7L_P!M_P``VWCJ^UG_`()\ M_'G7=.\1^*F_X)M_\$^;RSUGPGI=C_P4V\.7/@OP_!X)NO!WAZY\,ZQK'CW4 M;KQ5H7B;QC%XLL](\6:7X%\%_;__``KG_@J;_P!'D?L`?^*T_P!HK_Z;%7W_ M`$4`?`'_``KG_@J;_P!'D?L`?^*T_P!HK_Z;%1_PKG_@J;_T>1^P!_XK3_:* M_P#IL5??]%`'P!_PKG_@J;_T>1^P!_XK3_:*_P#IL5'_``KG_@J;_P!'D?L` M?^*T_P!HK_Z;%7W_`$4`?`'_``KG_@J;_P!'D?L`?^*T_P!HK_Z;%1_PKG_@ MJ;_T>1^P!_XK3_:*_P#IL5??]%`'P!_PKG_@J;_T>1^P!_XK3_:*_P#IL5'_ M``KG_@J;_P!'D?L`?^*T_P!HK_Z;%7W_`$4`?`'_``KG_@J;_P!'D?L`?^*T M_P!HK_Z;%1_PKG_@J;_T>1^P!_XK3_:*_P#IL5??]%`'P!_PKG_@J;_T>1^P M!_XK3_:*_P#IL5'_``KG_@J;_P!'D?L`?^*T_P!HK_Z;%7W_`$4`?A#_`,$^ M?`/_``4DNO@-X^E\'?M7_L0:%I"_MO\`_!3:VO+'Q-_P3Y^//BS49_%5G_P4 MD_:OL_'6LVVJ:7_P4V\%VUKX?\1^-H/$/B'PGX9ET>\U'P7X5U31O!VL>+/' MNKZ%?>.O$?V__P`*Y_X*F_\`1Y'[`'_BM/\`:*_^FQ5]_P!%`'P!_P`*Y_X* MF_\`1Y'[`'_BM/\`:*_^FQ4?\*Y_X*F_]'D?L`?^*T_VBO\`Z;%7W_10!\`? M\*Y_X*F_]'D?L`?^*T_VBO\`Z;%1_P`*Y_X*F_\`1Y'[`'_BM/\`:*_^FQ5] M_P!%`'P!_P`*Y_X*F_\`1Y'[`'_BM/\`:*_^FQ4?\*Y_X*F_]'D?L`?^*T_V MBO\`Z;%7W_10!\`?\*Y_X*F_]'D?L`?^*T_VBO\`Z;%1_P`*Y_X*F_\`1Y'[ M`'_BM/\`:*_^FQ5]_P!%`'P!_P`*Y_X*F_\`1Y'[`'_BM/\`:*_^FQ4?\*Y_ MX*F_]'D?L`?^*T_VBO\`Z;%7W_10!\`?\*Y_X*F_]'D?L`?^*T_VBO\`Z;%1 M_P`*Y_X*F_\`1Y'[`'_BM/\`:*_^FQ5]_P!%`'P!_P`$G?\`E%E_P33_`.S` M/V-__6=?AS7W_110`5\`?\%8O^467_!2S_LP#]LC_P!9U^(U??\`7P!_P5B_ MY19?\%+/^S`/VR/_`%G7XC4`??\`1110!\`?MD?\G%?\$G?^S_\`XC_^NLO^ M"EE??]?`'[9'_)Q7_!)W_L__`.(__KK+_@I97W_0`4444`%?G!_P5TNOC+HW M_!-O]M'QC\$/C7X@^`?BGX,+S4$MOA7X@UGQMI/A"+7/B/;^'O%/BK2?A[%XVT?X9M\./BMKW@7XX? M"O\`1^O/_BS\+?`GQQ^%GQ+^"GQ2T+_A*/AE\8/A_P",OA;\1?#/]IZQHG_" M1>!/B!XA:KIFL6'VC[5IFH65[ M%!-_VG[/X=_!SP_XAU^'X0?LL?'+XA?`'XA? M'#XF:]/H&@?"OP1X4\2_!/QW\&OC)X_^,'BWQ)_L+[3_P`, M"6?@[X$_$7X6^#_@C\7?@GX$_:,_:,U'X9^(O`/Q`\5?#GQ-\(OM_P#:-_8] M^"'[5>H_"K6/B^OQ@75_@EX@\2>+/A?JGPD_:8_:5_9RU'PMXJ\6>%;_`,"Z MUXFCOOV=OBW\*[G5O$#^"=9\2^#M-UG79=4U'0/"OC+Q[X>T"YTS2/'OC*SU MPLOV-OV>+/X>_%#X8OX.\0:MX;^,OB#P#XS^(VI>)OBG\6_%OQ"U[XA?"OX9 M_!OX2_#7XJ6WQ<\3^.M7^*WAWXP>`_"W[/GP9U7PG\7O#'C31OB9H7Q,\`:- M\:M.\5V_QD>_\>7@!^,'Q3\5?M'6?_!+S_@KK%\,?C;^T!^S%J?[+W_#0VJ^ M$_"/Q2\F/\0/B%\;?& M;?';3/C'X?\`CA^U9K'@+]F+XQZ?\&OAQXX^`?QMT'PS!^R9]`?MY_%CXIO^ MTGX\\`>'?B7\0/A]X2^'OP__`."3WPTDTGX<>,O$?@S_`(3/PY_P56_X*Q6W M[-'[2&I>)K_1]2AU/2OB!X/^"7[+\'@K]G7XL?#J]\!_%/X&?\+S^/GB/PCX MR3Q;XD\$:]\/?T?TW]C;]GC3?@%\6_V9Y?!WB#Q#\*?CYX?\>^&?C@/'/Q3^ M+?Q#^)GQ>T[XE^"X_AMXMN?B3\>/'?CKQ'\=O&GB"?X;6NC_``XT/Q9XA^)& MH>*O!WP]\+>"?`_@[6=!\+>!O!^DZ'T'B#]ESX$^*-'^.NA:WX&^TV7[2/Q` M\-?%CXMSP>)O&.G:QJ?Q3\$^!/A)\.O`7Q+$^(M-\0V?B#X4_$#X>>'_@-\ M'M0^'7C+X3ZGX)\1_#_QW\/?#OQ2\&ZEHGQ-MI/%TH!^0'C_`/:Q_P"&-?@[ M^W5\&9/VEO\`A4_]C_M__#7]AC]CWXV?M1_&3_A._P#A0/\`POO]A/\`9)_: M2\:_%'QS\*/V0 M/V?/^$\^(L_C+_A8&L>(OBGHGPP\-^'?BU_PEWBZ34M7O=7^(&D?$W2/%FA? M$7^V=0N/$=AX[TSQ%IGB;RO$%EJ4$7T_\%/@1\,_V?/"NH>$OAEI?B""VUSQ M!=>+/%7B7QSX_P#B%\7OB9X\\576G:5H0\3?$GXO_%WQ3XY^*WQ+\0:?X6\/ M>%_`^AZSX]\9^(]1\._#WP=X)^'F@W.F^"?!?A70-(Z#X3_"WP)\#OA9\-/@ MI\+="_X1?X9?!_X?^#?A;\.O#/\`:>L:W_PCO@3X?^'--$^$="_MGQ%J&K^ M(-7_`+(\/Z1I^G_VGKNJZGK%_P#9_M6IZA>WLL]S*`>@4444`%%%%`!1110` M5^<'_!72Z^,NC?\`!-O]M'QC\$/C7X@^`?BGX\4^*M)^'L7C;1_A MFWPX^*VO>!?CA\*_T?KS_P"+/PM\"?''X6?$OX*?%+0O^$H^&7Q@^'_C+X6_ M$7PS_:>L:)_PD7@3X@>'-2\)^+M"_MGP[J&D>(-(_M?P_J^H:?\`VGH6JZ9K M%A]H^U:9J%E>Q07,0!\`?\%)_`^L2>!%\=^`/C'^T!X;_::\2?\`"+_`C]A? MP%\._C3X[^'GPVT/]K'XAZQK4?A'XO\`Q`^$GPNU7PW_`,-+_#_X>9TOXY?M M/>"_COH'[2_PV\`_LG?LT_%3QOX6^`PT5OCUIOQ7Y^XT#Q5^TI\5O^"DI\4> M-_VGY_"W[/WQ@^"_P(\,?`']F'XY:C\"M1^*OA7X8?L7_#K]K?3M+T/QRGCO MX:^)/AG\8/BM\9/VV+_2?&GC_P"'/QX_9UT[Q[X5^`'[,?PV^)7BFR^%.@?& M:R^+/U!\=/V%_P!G_P#:*^*?A;XU_$6?]H#3/B;X*^'^M_"WPMXF^#O[8G[7 M_P"SE_8W@3Q1XCTCQ9XKT*UT;]GCXZ?"WP^W_"7^(/#?A'4/&&ISZ5+K'BS_ M`(07X?6OB+4-3LOA_P""[;0N@\0?L;?L\>(_AFWPEN/!WB#1/"T7Q@^)WQ^T M75?`WQ3^+?PX^)G@OXR_&?XA?$?XG?%/XA?#;XU?#[QUX9^,GPO\0>-_$GQA M^*^FZY-\._'GAB"?X>_$?QM\(X[>+X4^)=6\%W0!^4&J>-_VCM4_88_9=\?Z M-^TA\0/!VF>`_P#@I_\`"/X/>.?"B276N?&S7O`EK_P6Y^&O[+'@G]EKXX?' MK7-8U[4_$?\`PHCX)2>)O@1^U/K?A/5/B5K'[47Q=\$6/BFV_:]^+WP2O_B3 MJG[5G0?MG>,_B%\3_P#@JA^R]^RI<_%3XP?#_P"!-]X?^&'AGX@^#_@G\7OB M9\$-1^*VG?M-?!;_`(*J_'#5KGQ?X[^%GBOPK\1-!\0?"SXB?\$H?V=[OX1> M+/A5XL^&_BK2?"OQ"_:5^&WC36?'?PV^-NM>$K#]7X/V7/@3;_"+PC\"H_`V M[X9>"?B!\.OBQHVCS^)O&-SK%[\4_A=\;/#O[2'AGXE^+O&]SXAE\=?$#X@: MG\>O"^F_%OXB^,O'OB7Q)XC^,'CNY\1>(/BWJ7C:]\7^+)-;Y_QS^QM^SQ\0 MX/B2-?\`!WB#3]7^*WQ@T/X_>*/&G@;XI_%OX8?$S2_C+X>^#7@G]G>P^(7P MV^*OPU\=>$OB3\&O$%Q\"?`&A?"+7)OA!XJ\#0>)_A[?^-O"OB6WU;2/B7\1 MK;Q4`?D!'X5_;I_:9^%/[/'@+X8VGB#XG?!OX/\`[3__``55\+_$[Q1KG_!0 M[]I']AGXA:KIW[*'[:'Q9_9"_8M^$?CG]I/]GGP=\8_VEOBYX?;X+7/C3Q1X MV&JZ"WBKXH?$SX"?#;XF_&K]H=O$D6O^$OV@?V?_`&3OB+X$^,'[+'[-/Q;^ M%L'Q`MOAE\4?V?\`X-_$7X=6WQ9\1:QXO^*=OX$\;?#KPYXF\(P?$OQ9XB\7 M?$#Q!XH^($7A_4]/C\9>(M=\>^-M8UOQ&NI:EJ?B[Q)>W,^LWOG_`(B_81_9 MG\1>!/AU\/X_"_Q`\&67PJ_X2[_A#?&GPD^/_P"T)\$OC9%_PLC6(/%/Q8_X M27]H?X/?%/P-\>O'O_"ZO'5GIOQ/^.O_``GOQ(\2_P#"\?B[HOA_XO?%O_A, MOB;X?T3Q78?3_A/PGX5\!>%?#/@7P+X9\/\`@OP3X+\/Z-X3\'>#O">C:=X< M\*^$_"OAS3K;1_#WAGPSX>T>VL](T'P_H6D6=GI>C:-I=G:Z=I>G6MM8V-M! M;011*`=!1110`4444`%%%%`!7YP?\%*+KXRZ#X!_9\\8_#7XU^(/A3X6T']M M_P#X)\:'\1/#?@G2H+/Q5\6].^)__!0O]DGX4R>!M<^(=QJ$]SX<^#]UX)\: M?$:+XD^"?"_AZP\5?%'4;SP-H]_\2=!^%.D_%;X5_'#]'Z\_^)?PM\"?&#PY MIOA/XBZ%_P`)%X?TCX@?"?XI:?I_]IZQI'V?QW\#OBGX-^-?PMUW[5H6H:9> MR_\`"+_$WX?^$?$W]F3W,NCZW_9']C>(M/U?P_?ZGI5Z`?`'_!2?P/K$G@1? M'?@#XQ_M`>&_VFO$G_"+_`C]A?P%\._C3X[^'GPVT/\`:Q^(>L:U'X1^+_Q` M^$GPNU7PW_PTO\/_`(>9TOXY?M/>"_COH'[2_P`-O`/[)W[-/Q4\;^%O@,-% M;X]:;\5_(/"_A3Q5^TC\$/CS\>O'6J?MO_%^Y3]M_P#;4\/Z3^RU^R-^U/J/ M[,T]U!^SU^TK=_L$?#9?AWX]'QY_9E\4^%_#_A?X4_LRWGQH\;?#'5/VJ?"_ MP:\;?&7XU_M%_%*^^''BKQM>_`?PQ\+OM_XZ?L+_`+/_`.T5\4_"WQK^(L_[ M0&F?$WP5\/\`6_A;X6\3?!W]L3]K_P#9R_L;P)XH\1Z1XL\5Z%:Z-^SQ\=/A M;X?;_A+_`!!X;$ZAXPU.?2I=8\6?\(+\/K7Q%J&IV7P_P#!=MH1K?["/[,^ ML?"SX%_!VS\+_$#P)X2_9J^'^D?"?X(ZO\'?C_\`M"?`SXI^!/A9H_ASPMX6 M3X:6OQT^#7Q3\"?&W6/A_K&F>!/`%UXP\&^(_B#K'ASQWXC^'OP^\8>-=-U_ MQ;X$$:WHX!\`>$?B'^T=XPC_P""!WQ>\0?M:?\`"PO"7QS_`.%?Z5\6-/\` MA1X.NOA[X$_:9\=^,_\`@E1^VU\:_&7QI\!_&?BU_@]I7[.G/_`!9\9_$+XQ_MK>(_A+K_ M`,5/C!X4^%/C#_@H_P#"K]@3Q1X#^$WQ>^)GP>@O/@U\)O\`@CA\;O\`@IK8 M>*/#GC/X:^*_#/Q1^%_Q@\;_`+2/QAT+3?BK\0?A!X\^'T_Q'^#7P&^"/PC\ M2Z==^%M/^(T/Q*_7Z;X`_!IX/@#8V?P]\/Z%I'[+7B"#Q-^SYX=\)PS^#?"O MPKU&S^#7Q"_9\TZV\,^%/"EQHWAM/#^D_!OXJ>.O`NC>$[[2[SPKHVG:O;7F MEZ-::OH7A[4=)X#Q!^QM^SQXC^&;?"6X\'>(-$\+1?&#XG?'[1=5\#?%/XM_ M#CXF>"_C+\9_B%\1_B=\4_B%\-OC5\/O'7AGXR?"_P`0>-_$GQA^*^FZY-\. M_'GAB"?X>_$?QM$X[>+X4^)=6\%W0!_."O[17Q]O=6_:?O/&&M_M/\`CCX- M_P#!./X/_'CXLV/Q)\`_ME^-/@9XJ^"7PD_9_P#^"EW_``5Z^`^J>([W2;,^ M-H_^"B'[3[?L^?L3?L[V/P;^%7[>7@7XI_L\?%+4?@A\4-4_:6^-W@3Q)\9? M'1_:-_K=KX@UG_@G)^Q[KNG>$]'O/AEX@M=(\->'[GPGK^EZ%\9OCGX8T[XZ M>%=1\5>)O'6N^&?VN['PU\2M)MOVV/#_`(L\;>/?BAXQ\;Z-^U]%\;].\<^* MOC/\=_$/B^VUO5_CM\7[SQK]OT`%%%%`!1110`4444`%?G!_P4HNOC+H/@'] MGSQC\-?C7X@^%/A;0?VW_P#@GQH?Q$\-^"=*@L_%7Q;T[XG_`/!0O]DGX4R> M!M<^(=QJ$]SX<^#]UX)\:?$:+XD^"?"_AZP\5?%'4;SP-H]_\2=!^%.D_%;X M5_'#]'Z\_P#B7\+?`GQ@\.:;X3^(NA?$%X?TCX@?"?XI:?I_P#:>L:1]G\= M_`[XI^#?C7\+==^U:%J&F7LO_"+_`!-^'_A'Q-_9D]S+H^M_V1_8WB+3]7\/ MW^IZ5>@'P!_P4G\#ZQ)X$7QWX`^,?[0'AO\`::\2?$O\"/V%_`7P[^-/COX M>?#;0_VL?B'K&M1^$?B_\0/A)\+M5\-_\-+_``_^'F=+^.7[3W@OX[Z!^TO\ M-O`/[)W[-/Q4\;^%O@,-%;X]:;\5_(/"_A3Q5^TC\$/CS\>O'6J?MO\`Q?N4 M_;?_`&U/#^D_LM?LC?M3ZC^S-/=0?L]?M*W?[!'PV7X=^/1\>?V9?%/A?P_X M7^%/[,MY\:/&WPQU3]JGPO\`!KQM\9?C7^T7\4K[X<>*O&U[\!_#'PN^W_CI M^PO^S_\`M%?%/PM\:_B+/^T!IGQ-\%?#_6_A;X6\3?!W]L3]K_\`9R_L;P)X MH\1Z1XL\5Z%:Z-^SQ\=/A;X?;_A+_$'AOPCJ'C#4Y]*EUCQ9_P`(+\/K7Q%J M&IV7P_\`!=MH1K?["/[,^L?"SX%_!VS\+_$#P)X2_9J^'^D?"?X(ZO\`!WX_ M_M"?`SXI^!/A9H_ASPMX63X:6OQT^#7Q3\"?&W6/A_K&F>!/`%UXP\&^(_B# MK'ASQWXC^'OP^\8>-=-U_P`6^!/"6MZ.`?`'A'XA_M'>,(_^"!WQ>\0?M:?\ M+"$?'/_`(5_I7Q8T_X4>#KKX>^!/VF?'?C/_@E1^VU\:_&7QI\!_&?BU_@]I7[.G/_%GQ MG\0OC'^VMXC^$NO_`!4^,'A3X4^,/^"C_P`*OV!/%'@/X3?%[XF?!Z"\^#7P MF_X(X?&[_@IK8>*/#GC/X:^*_#/Q1^%_Q@\;_M(_&'0M-^*OQ!^$'CSX?3_$ M?X-?`;X(_"/Q+IUWX6T_XC0_$K]?IO@#\&G@^`-C9_#WP_H6D?LM>((/$W[/ MGAWPG#/X-\*_"O4;/X-?$+]GS3K;PSX4\*7&C>&T\/Z3\&_BIXZ\"Z-X3OM+ MO/"NC:=J]M>:7HUIJ^A>'M1TG@/$'[&W[/'B/X9M\);CP=X@T3PM%\8/B=\? MM%U7P-\4_BW\./B9X+^,OQG^(7Q'^)WQ3^(7PV^-7P^\=>&?C)\+_$'C?Q)\ M8?BOINN3?#OQYX8@G^'OQ'\;?"..WB^%/B75O!=T`?C!'X!OOVC?"7[)_P`. M+WXW?M?V/Q@\4?M__MF_LTQ^+OAA^W'^V3X`UCP5^PG_`,$[?VXOVM9]2\1_ M$CX=?"3X[>";+XL_\)9\,O@Y\&_V!?B!^UC\4#=_&+3/'?[5GPA^)?C[XR>. MOC!#X"\.^.OZ/J\`^'_[+GP)^%VL?##Q%X&\#?V/X@^#_P`/_B]\-/!&NS^) MO&.MZPOAS]H#QW\-_BE\"?B+\1?BQ\29_ M%OQ3\7^.[?Q%XNUSQE>^(/'?CO4/$GO]`!1110`4444`%%%%`!7YP?M7W7QE MT']LS_@F3JFB_&OQ!X<^#?C']I_Q]\,?$_P0\*:5!H>G?$/49_\`@G]_P4&^ M)FH^(/B]XO?4-0U?QSX?\/:O\-/A9>?"OX<:38^"_"OA;Q5IOC/QU\05^+WB M2Z^#-Q\`_P!'Z\_\9?"WP)\0/$?PG\6>+M"_M?Q!\#OB!J7Q2^%NH?VGK%A_ MPB_CO5_A9\2_@IJ&N_9=,U"RLM;^T?#+XP?$7PS_`&9XBMM7T>+_`(2+^V8- M/B\0:1H6JZ8`?`'[5?@?6-)_:._9SUOX7_&/]H"?]IKXP_M`?#&'P5X/C^-/ MCNU_9_\`A=^R=\&KKPGXQ_;&N_&_[,W@O5=.^$OBKX?^*OA+IWC[X3Z/\>OC M)\'OC+\2?"'[7_[7_P"S?X-LOC!\+-%G_9_U'X+?`'C*^^*>L?\`!(_X3_\` M!06Z^+O[7^I_&WQ=^R!J7[7FB>(O!O[1?B/P5^SW^QE\4_C_`."/B7^V9XI_ M:`^+'PRTCXB>#/%O[1O[('[.7BWQGX/^'FF_LW_$+P]^WKXC\,?LS_!KX:?" MGX._LP_$C4]>^.DOQ=_3_P".O_!,;]D3]I'QW\6_B+\6])_:`U/Q!\>?A_X? M^$_QAT_PC^VO^VO\*?`GQ"^%GA?1_$NA:)\-/$7PM^$_[0O@GX97/P_MK+QM MX]GG\&Q^$8O#FHZQ\0_B+XBU+3;SQ!\0/&6IZW[!\:_V-OV>/VA?%6G^,?BK MX.\0:MJ\7A^U\&>*+/PW\4_BW\./"OQ?^'MAJ.JZI8?"O]HWP+\-?'7A'P3^ MT[\'["Y\2>-(K#X0_M$>'OB?\,[+3OB/\5='MO"D6D?%;XC6/B@`^?\`7+KX MRZ+_`,%7_@KI>M?&OQ!JWP;^(?[$'[;&N>&/@/HVE0>&/A[X7U'X5_&#_@FA MI.G>.?%@34-6U?XG_&"_U?XK?%.SMO&VK7VC>%?!OPSU3PSX%^'WPV\*^)'^ M,WQ)^.GQ!\,;[QC^UG^T[X>^'_Q;^+O[0%C\,OC/\0/^"T7Q+UKP!$?VB_C MM\`+7PKXC_X)V_MI_L>_\$X?V>M-^'_CKX'?$3X?_&#PO\/Y?@_IGCWXG_$C MX3Q_$B[^%GCW]H[XV_$_XO:EX-AO8?AII/PX_;[4OA;X$U?XI^#?C7J&A?:/ MB;\/_A_\2_A;X1\3?VGK$7]D>!/C!XC^$_BSXBZ%_8T&H1>'[_\`X2+Q!\#O MA;J']IZGI5[K&D?\(O\`9="U#3++6_$5MJ_@&M_L(_LSZQ\+/@7\';/PO\0/ M`GA+]FKX?Z1$_@CJ_P=^/\`^T)\#/BGX$^%FC^'/"WA9/AI:_'3X-?%/P)\ M;=8^'^L:9X$\`77C#P;XC^(.L>'/'?B/X>_#[QAXUTW7_%O@3PEK>C@'X`^- M_P!I[]H[XG?LL?#OX]^(_B)^T!XF^)OA'_@B#^Q?^V?9_%3X*?%2Z^!OPL_8 M[_:.^*_PZ_:5\9^/_P!M+]MOX0^"OB!\&/#_`.U%^S_XU\0?"OP5XCT[]G_P M!\&/V[[K0O#G[-7QU\,6?[(OAFR^+WASPI^TG_5[7R!X_P#V"OV3OB1_PA5M MK?PI_L'P_P"!OA_X<^$%KX"^%_CKXD_!7X6>,_@GX-^VQ^#_`(#?&?X2?!WQ MCX$^&7[0'[/_`(2LM8\4Z-X7^!'QT\)_$3X1>'_#GCWXF>&=(\&6?A_XG_$+ M3?$OU_0`4444`%%%%`!1110`5^<&N77QET7_`(*O_!72]:^-?B#5O@W\0_V( M/VV-<\,?`?1M*@\,?#WPOJ/PK^,'_!-#2=.\<^+`FH:MJ_Q/^,%_J_Q6^*=G M;>-M6OM&\*^#?AGJGAGP+\/OAMX5\2/\9OB3\=/T?KS_`%+X6^!-7^*?@WXU MZAH7VCXF_#_X?_$OX6^$?$W]IZQ%_9'@3XP>(_A/XL^(NA?V-!J$7A^__P"$ MB\0?`[X6ZA_:>IZ5>ZQI'_"+_9="U#3++6_$5MJX!\`:KX'UCPG_`,%!/@MI M7PK^,?[0'C'X@>)_^%Q_'?\`:_M_'OQI\=^,/@GX=_9.NO#'CCX>_!;X0:3\ M`;#59/V?_@1\0/$?[0&O_"&Z_9T\:>%/@I\-?B3\8OA%^QK^UOJ'C/X\_$'X M@6'QRA^-GP!XROOBGK'_``2/^$__``4%NOB[^U_J?QM\7?L@:E^UYHGB+P;^ MT7XC\%?L]_L9?%/X_P#@CXE_MF>*?V@/BQ\,M(^(G@SQ;^T;^R!^SEXM\9^# M_AYIO[-_Q"\/?MZ^(_#'[,_P:^&GPI^#O[,/Q(U/7OCI+\7?T_UK_@F-^R)X MC\1_M`>(]=TG]H#5?^&J/^%K?\-">$KW]M?]M>;X6?%/_A='PLE^"/CO_A(_ M@TW[0O\`PJ7_`))+_9G@#P5_9_@JQ_X59X<\*>`+/X6_\(;_`,*Y\!OX<]@^ M-?[&W[/'[0OBK3_&/Q5\'>(-6U>+P_:^#/%%GX;^*?Q;^''A7XO_``]L-1U7 M5+#X5_M&^!?AKXZ\(^"?VG?@_87/B3QI%8?"']HCP]\3_AG9:=\1_BKH]MX4 MBTCXK?$:Q\4`'S_\`[KXRZ;_`,%)/VY/!WQ*^-?B#XE^%G_9@_8<^)WP[\"1 MZ5!X3^&?P=T[QS\>?^"E/A*/P_X#\'V^H:SK^"_"O MC/2/#_Q\_9_^&GB#X0?!?X6_`O\`9_\`VJK/X]?#;X=_`GX5:)\,SH^M67BW MXKWWQ$_H^^(_[+GP)^+?_"_?^%@^!O\`A(/^&H/V?]&_9<^.G_%3>,=*_P"$ MX^!/A_\`X75_9'@;_B2>(=-_X1G[)_PT1\8O^*F\'_\`"/\`C&X_X3#_`$KQ M#-_PC_A;^Q.?^-?[&W[/'[0OBK3_`!C\5?!WB#5M7B\/VO@SQ19^&_BG\6_A MQX5^+_P]L-1U75+#X5_M&^!?AKXZ\(^"?VG?@_87/B3QI%8?"']HCP]\3_AG M9:=\1_BKH]MX4BTCXK?$:Q\4`'Y0?M7_`!%^-GPI_:G\2>,]7@_:_A\=2_M_ M_P#!.3X=?LV>(_!OB+XNZ9^QMX6_8)^.OQ%_8>^`GQRG^+'ABU\7:#^QG\1/ MB!XR^.7Q/_:Y^%>F^'?'OA3XI?MX>%K[X@?#3XO>$/"/A?X"_#+X9?&?X4_? M_P#P5B_Y19?\%+/^S`/VR/\`UG7XC5[!XF_8V_9X\7_&6V^.VO>#O$%QXV3Q M!X3\9ZMH=E\4_BWHWP:\;?$+P!!HUO\`#[XJ?%#]G31?'6G_`+/GQ9^,'P^C M\*>`F\`_%[XF_##Q;\3/!,_PK^#=UX7\5Z3<_!KX63>$/'_^"L7_`"BR_P"" MEG_9@'[9'_K.OQ&H`^_Z***`/'_C7^SU\`OVE/"NG^!?VC/@=\'_`(_>"=)\ M06OBS2_!WQK^&G@OXJ>%=-\56.G:KH]CXFT_P]XZT77M(L_$%GI&NZYI=KK- MO9QZC;Z=K.JV,-REMJ-Y%-\P?\.G?^"67_2-/]@#_P`0W_9U_P#G -----END PRIVACY-ENHANCED MESSAGE-----

Virginia (State or other jurisdiction of incorporation or organization)	54-1696103 (I.R.S. Employer Identification No.)
111 West Washington Street Middleburg, Virginia (Address of principal executive offices)	20117 (Zip Code)

Title of each class	Name of each exchange on which registered
None	n/a

Large accelerated filer ¨	Accelerated filer x

Non-accelerated filer ¨ (Do not check if a smaller reporting company)	Smaller reporting company ¨

PART I
			Page
ITEM 1.	BUSINESS		3
ITEM 1A.	RISK FACTORS		17
ITEM 1B.	UNRESOLVED STAFF COMMENTS		23
ITEM 2.	PROPERTIES		24
ITEM 3.	LEGAL PROCEEDINGS		25
ITEM 4.	RESERVED		26

PART II

ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED
		STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
		EQUITY SECURITIES	27
ITEM 6.	SELECTED FINANCIAL DATA		29
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
		CONDITION AND RESULTS OF OPERATION	30
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
		MARKET RISK	55
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA		56
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
		ON ACCOUNTING AND FINANCIAL DISCLOSURE	57
ITEM 9A.	CONTROLS AND PROCEDURES		57
ITEM 9B.	OTHER INFORMATION		58

PART III

ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
		GOVERNANCE	58
ITEM 11.	EXECUTIVE COMPENSATION		58
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
		OWNERS AND MANAGEMENT AND RELATED
		STOCKHOLDER MATTERS	58
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
		AND DIRECTOR INDEPENDENCE	59
ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES		59

PART IV

ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES		59