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<SEC-DOCUMENT>0000950124-05-005979.txt : 20051027
<SEC-HEADER>0000950124-05-005979.hdr.sgml : 20051027
<ACCEPTANCE-DATETIME>20051027154930
ACCESSION NUMBER:		0000950124-05-005979
CONFORMED SUBMISSION TYPE:	10-Q
PUBLIC DOCUMENT COUNT:		7
CONFORMED PERIOD OF REPORT:	20050930
FILED AS OF DATE:		20051027
DATE AS OF CHANGE:		20051027

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			FARMERS & MERCHANTS BANCORP INC
		CENTRAL INDEX KEY:			0000792966
		STANDARD INDUSTRIAL CLASSIFICATION:	SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035]
		IRS NUMBER:				341469491
		STATE OF INCORPORATION:			OH
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		10-Q
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-14492
		FILM NUMBER:		051160089

	BUSINESS ADDRESS:	
		STREET 1:		307-11 N DEFIANCE ST
		CITY:			ARCHBOLD
		STATE:			OH
		ZIP:			43502
		BUSINESS PHONE:		4194462501

	MAIL ADDRESS:	
		STREET 1:		307-11 NORTH DEFIANCE ST
		CITY:			ARCHBOLD
		STATE:			OH
		ZIP:			43502
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>k99341e10vq.txt
<DESCRIPTION>QUARTERLY REPORT, DATED SEPTEMBER 30, 2005
<TEXT>
<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-Q

              [X] Quarterly Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

               For the quarterly period ended September 30, 2005

                                       OR

             [ ] Transition Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

              For the transition period from ________ to ________

                         Commission File Number 0-14492

                       FARMERS & MERCHANTS BANCORP, INC.
             -----------------------------------------------------
             (Exact name of registrant as specified in its charter)

              OHIO                                               34-1469491
- -------------------------------                              ------------------
(State or other jurisdiction of                               (I.R.S Employer
incorporation or organization)                               Identification No.)

307-11 North Defiance Street, Archbold, Ohio                            43502
- --------------------------------------------                          ----------
  (Address of principal executive offices)                            (Zip Code)

                                 (419) 446-2501
- --------------------------------------------------------------------------------
               Registrant's telephone number, including area code

- --------------------------------------------------------------------------------
   (Former name, former address and former fiscal year, if changed since last
                                    report.)

      Indicate by check mark whether the registrant (1) has filed all reports
      required to be filed by Section 13 or Section 15(d) of the Securities
      Exchange Act of 1934 during the preceding 12 months (or for such shorter
      period that the registrant was required to file such reports), and (2) has
      been subject to such filing requirements for the past 90 days.
      Yes [X] No [ ]

      Indicate by checkmark whether the registrant is an accelerated filer (as
      defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ]

      Indicate by checkmark whether the registrant is a shell company (as
      defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

      Indicate the number of shares of each of the issuers classes of common
      stock, as of the latest practicable date:

      Common Stock, No Par Value                      1,299,000
      --------------------------          ----------------------------------
                Class                     Outstanding as of October 26, 2005

<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 10Q

                       FARMERS & MERCHANTS BANCORP, INC.
                                     INDEX

<TABLE>
<CAPTION>
Form 10-Q Items                                                                                       Page
<S>               <C>                                                                                 <C>
PART I.           FINANCIAL INFORMATION

Item 1.           Financial Statements (Unaudited)

                  Condensed Consolidated Balance Sheets-
                              September 30, 2005, December 31, 2004 and September 30, 2004                1

                  Condensed Consolidated Statements of Net Income-
                              Three Months and Nine Months Ended Sept. 30, 2005 and Sept. 30, 2004        2

                  Condensed Consolidated Statements of Cash Flows-
                              Nine Months Ended September 30, 2005 and September 30, 2004                 3

                  Notes to Condensed Financial Statements                                                 4

Item 2.           Management's Discussion and Analysis of Financial Condition and Results of Operations 4-6

Item 3.           Market Risk                                                                             7

Item 4.           Controls and Procedures                                                                 8

PART II.          OTHER INFORMATION

Item 1.           Legal Proceedings                                                                       8

Item 2.           Unregistered Sales of Equity Securities and Use of Proceeds                             8

Item 3.           Defaults Upon Senior Securities                                                         8

Item 4.           Submission of Matters to a Vote of Security Holders                                     8

Item 5.           Other Information                                                                       8

Item 6.           Exhibits                                                                                8

Signatures                                                                                                9

Farmers & Merchants Bancorp, Inc. 2005 Long-Term Stock Incentive Plan                                    10

Form of Restricted Stock Agreement                                                                       25

Rule 13a-14 Certifications                                                                               28

Section 1350 Certifications                                                                              30
</TABLE>

<PAGE>

ITEM     1      FINANCIAL STATEMENTS

                       FARMERS & MERCHANTS BANCORP, INC.
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                                  (Unaudited)
                           (in thousands of dollars)
<TABLE>
<CAPTION>
                                                          Sept 30, 2005  Dec 31, 2004    Sept 30, 2004
<S>                                                       <C>            <C>             <C>
ASSETS:
Cash and due from banks                                    $  15,181       $  15,026       $  15,397
Interest bearing deposits with banks                           9,197           9,230           1,740
Federal funds sold                                                 0               0               0
Investment Securities:
   U.S. Treasury                                               4,844           4,852           2,913
   U.S. Government                                           125,777         113,580         106,631
   State & political obligations                              53,449          54,647          56,350
   All others                                                  3,784           3,655           3,617
Loans and leases (Net of reserve for loan losses of
  $6,181, $6,814 and $7,673, respectively)                   460,269         472,186         488,784
Bank premises and equipment-net                               15,044          15,520          15,520
Accrued interest and other assets                             15,246          13,817          14,539
                                                           ---------       ---------       ---------
         TOTAL ASSETS                                      $ 702,791       $ 702,513       $ 705,491
                                                           =========       =========       =========

LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES:
   Deposits:
         Noninterest bearing                               $  50,068       $  47,958       $  47,953
         Interest bearing                                    513,918         526,247         530,708
   Federal funds purchased and securities
      sold under agreement to repurchase                      24,809          22,852          21,664
   Other borrowed money                                       25,923          21,964          23,248
   Accrued interest and other liabilities                      5,721           4,647           3,637
                                                           ---------       ---------       ---------
        Total Liabilities                                    620,439         623,668         627,210

SHAREHOLDERS' EQUITY:
   Common stock, no par value - authorized 1,500,000
      shares; issued 1,300,000 shares                         12,677          12,677          12,677
   Treasury Stock - Unearned stock awards 1,000 shares          (115)              0               0
   Undivided profits                                          70,667          65,956          64,629
   Accumulated other comprehensive income (expense)             (877)            212             975
                                                           ---------       ---------       ---------
        Total Shareholders' Equity                            82,352          78,845          78,281

LIABILITIES AND SHAREHOLDERS' EQUITY                       $ 702,791       $ 702,513       $ 705,491
                                                           =========       =========       =========
</TABLE>

See Notes to Condensed Consolidated Unaudited Financial Statements.

Note: The December 31, 2004 Balance Sheet has been derived from the audited
financial statements of that date.

                                       1
<PAGE>
                       FARMERS & MERCHANTS BANCORP, INC.
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)
                            (in thousands of dollars)
<TABLE>
<CAPTION>
                                                                     Three Months Ended                 Nine Months Ended
                                                              Sept 30, 2005     Sept 30, 2004     Sept 30, 2005      Sept 30, 2004
<S>                                                           <C>               <C>               <C>                <C>
INTEREST INCOME:
   Loans and leases                                             $     7,794       $     7,727       $    23,133       $    23,219
   Investment Securities:
          U.S. Treasury securities                                       34                19               100                50
          Securities of U.S. Government agencies                        960               938             2,857             2,958
          Obligations of states and political subdivisions              508               501             1,521             1,515
          Other                                                          46                38               130               110
   Federal funds                                                          -                 2                 1                34
   Deposits in banks                                                     42                24               132                34
                                                                -----------       -----------       -----------       -----------
          Total Interest Income                                       9,384             9,249            27,874            27,920
INTEREST EXPENSE:
   Deposits                                                           3,058             2,450             8,537             7,369
   Borrowed funds                                                       384               309             1,083               915
          Total Interest Expense                                      3,442             2,759             9,620             8,284
NET INTEREST INCOME BEFORE
     PROVISION FOR LOAN LOSSES                                        5,942             6,490            18,254            19,636
PROVISION FOR LOAN LOSSES                                              (352)              150              (461)              941
NET INTEREST INCOME AFTER
     PROVISION FOR LOAN LOSSES                                        6,294             6,340            18,715            18,695
OTHER INCOME:
   Service charges                                                    1,041               550             2,706             1,615
   Other                                                                624               824             1,904             2,124
   Net securities gains                                                   5                 -                 5               127
                                                                -----------       -----------       -----------       -----------
                                                                      1,670             1,374             4,615             3,866
OTHER EXPENSES:
   Salaries and wages                                                 2,197             2,099             6,391             5,896
   Pension and other employee benefits                                  585               555             1,685             1,602
   Occupancy expense (net)                                              157               246               486               604
   Other operating expenses                                           1,976             1,744             5,968             5,642
                                                                -----------       -----------       -----------       -----------
                                                                      4,915             4,644            14,530            13,744
                                                                -----------       -----------       -----------       -----------
INCOME BEFORE FEDERAL INCOME TAX                                      3,049             3,070             8,800             8,817
FEDERAL INCOME TAXES                                                    821               929             2,336             2,629
                                                                -----------       -----------       -----------       -----------
NET INCOME                                                            2,228             2,141             6,464             6,188
                                                                ===========       ===========       ===========       ===========
OTHER COMPREHENSIVE INCOME (NET OF TAX):
   Unrealized gains (losses) on securities                             (449)            1,397            (1,090)           (1,008)
COMPREHENSIVE INCOME (EXPENSE)                                  $     1,779       $     3,538       $     5,374       $     5,180

NET INCOME PER SHARE                                            $      1.71       $      1.65       $      4.97       $      4.76
  Based upon average weighted shares outstanding of:              1,299,739         1,300,000         1,299,912         1,300,000

DIVIDENDS DECLARED                                              $      0.45       $      0.45       $      1.35       $      1.35
</TABLE>

No disclosure of diluted earnings per share is required as shares are
antidiluted as of quarter end.

See Notes to Condensed Consolidated Unaudited Financial Statements.

                                       2
<PAGE>
                       FARMERS & MERCHANTS BANCORP, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)
                           (in thousands of dollars)
<TABLE>
<CAPTION>
                                                                                                          Nine Months Ended
                                                                                                   Sept 30, 2005   Sept 30, 2004
<S>                                                                                                <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                                                                        $  6,464       $  6,188
   Adjustments to Reconcile Net Income to Net
        Cash Provided by Operating Activities:
               Depreciation and amortization                                                              910          1,032
               Premium amortization                                                                       890          1,041
               Discount amortization                                                                      (99)           (92)
               Provision for loan losses                                                                 (461)           941
               Provision (Benefit) for deferred income taxes                                              561            730
               Loss on sale of fixed assets                                                                38             79
               Gain on sale of investment securities                                                       (5)          (127)
               Changes in Operating Assets and Liabilities:
                     Accrued interest receivable and other assets                                      (1,412)         2,142
                     Accrued interest payable and other liabilities                                     1,079         (1,202)
                                                                                                     --------       --------
        Net Cash Provided by Operating Activities                                                       7,965         10,732

CASH FLOWS FROM INVESTING ACTIVITIES
   Capital expenditures                                                                                  (472)          (757)
   Proceeds from sale of fixed assets                                                                       -              -
   Proceeds from maturities of investment securities:                                                  25,118         54,105
   Proceeds from sale of investment securities:                                                             -         10,500
   Purchase of investment securities                                                                  (38,679)       (62,521)
   Net (increase) decrease in loans and leases                                                         12,378         (9,386)
                                                                                                     --------       --------
        Net Cash Provided (Used) by Investing Activities                                               (1,655)        (8,059)

CASH FLOWS FROM FINANCING ACTIVITIES
   Net increase (decrease) in deposits                                                                (10,219)         3,595
   Net change in short-term borrowings                                                                  1,957         (5,655)
   Increase in long-term borrowings                                                                     5,000              -
   Payments on long-term borrowings                                                                    (1,041)        (1,126)
   Payments of dividends                                                                               (1,885)        (1,885)
                                                                                                     --------       --------
        Net Cash Provided (Used) by Financing Activities                                               (6,188)        (5,071)
                                                                                                     --------       --------
Net change in cash and cash equivalents                                                                   122         (2,398)
Cash and cash equivalents - Beginning of year                                                          24,256         19,535
                                                                                                     --------       --------
CASH AND CASH EQUIVALENTS - END OF THE YEAR                                                          $ 24,378       $ 17,137
                                                                                                     ========       ========

RECONCILIATION OF CASH AND CASH EQUIVALENTS:
  Cash and cash due from banks                                                                       $ 15,181       $ 15,397
  Interest bearing deposits                                                                             9,197          1,740
                                                                                                     --------       --------

                                                                                                     $ 24,378       $ 17,137
                                                                                                     ========       ========
</TABLE>

See Notes to Condensed Consolidated Unaudited Financial Statements.

                                       3
<PAGE>
                        FARMERS & MERCHANTS BANCORP, INC.

         Notes to Condensed Consolidated Unaudited Financial Statements

         NOTE 1 BASIS OF PRESENTATION

         The accompanying unaudited condensed consolidated financial statements
         have been prepared in accordance with generally accepted accounting
         principles for interim financial information and with the instructions
         for Form 10Q and Rule 10-01 of Regulation S-X; accordingly, they do not
         include all of the information and footnotes required by generally
         accepted accounting principles for complete financial statements. In
         the opinion of management, all adjustments, consisting of normal
         recurring accruals, considered necessary for a fair presentation have
         been included. Operating results for the nine months ended September
         30, 2005 are not necessarily indicative of the results that are
         expected for the year ended December 31, 2005. For further information,
         refer to the consolidated financial statements and footnotes thereto
         included in the Company's annual report on Form 10-K for the year ended
         December 31, 2004.

ITEM 2   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND
         RESULTS OF OPERATIONS

         Statements contained in this portion of the Company's report may be
         forward-looking statements, as that term is defined in the Private
         Securities Litigation Reform Act of 1995. Forward-looking statements
         may be identified by the use of words such as "intend," "believe,"
         "expect," "anticipate," "should," "planned," "estimated," and
         "potential." Such forward-looking statements are based on current
         expectations, but may differ materially from those currently
         anticipated due to a number of factors, which include, but are not
         limited to, factors discussed in documents filed by the Company with
         the Securities and Exchange Commission from time to time. Other factors
         which could have a material adverse effect on the operations of the
         company and its subsidiaries which include, but are not limited to,
         changes in interest rates, general economic conditions, legislative and
         regulatory changes, monetary and fiscal policies of the U.S.
         Government, including policies of the U.S. Treasury and the Federal
         Reserve Board, the quality and composition of the loan or investment
         portfolios, demand for loan products, deposit flows, competition,
         demand for financial services in the Bank's market area, changes in
         relevant accounting principles and guidelines and other factors over
         which management has no control. The forward-looking statements are
         made as of the date of this report, and the Company assumes no
         obligation to update the forward-looking statements or to update the
         reasons why actual results differ from those projected in the
         forward-looking statements.

         CRITICAL ACCOUNTING POLICY AND ESTIMATES

         The Company's consolidated financial statements are prepared in
         accordance with accounting principles generally accepted in the United
         States of America, and the Company follows general practices within the
         industries in which it operates. At times the application of these
         principles requires Management to make assumptions estimates and
         judgments that affect the amounts reported in the financial statements.
         These assumptions, estimates and judgments are based on information
         available as of the date of the financial statements. As this
         information changes, the financial statements could reflect different
         assumptions, estimates and judgments. Certain policies inherently have
         a greater reliance on assumptions, estimates and judgments and as such
         have a greater possibility of producing results that could be
         materially different than originally reported. Examples of critical
         assumptions, estimates and judgments are when assets and liabilities
         are required to be recorded at fair value, when a decline in the value
         of an asset not required to be recorded at fair value warrants an
         impairment write-down or valuation reserve to be established, or when
         an asset or liability must be recorded contingent upon a future event.

         Based on the valuation techniques used and the sensitivity of financial
         statement amounts to assumptions, estimates, and judgments underlying
         those amounts, management has identified the determination of the
         Allowance for Loan and Lease Losses (ALLL) and the valuation

                                       4
<PAGE>

ITEM 2   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND
         RESULTS OF OPERATIONS (Continued)

         of its Mortgage Servicing Rights as the accounting areas that requires
         the most subjective or complex judgments, and as such could be the most
         subject to revision as new information becomes available.

         The ALLL represents management's estimate of credit losses inherent in
         the Bank's loan portfolio at the report date. The estimate is composite
         of a variety of factors including past experience, collateral value and
         the general economy. ALLL includes a specific portion, a formula driven
         portion, and a general nonspecific portion.

         Farmers & Merchants Bancorp, Inc. was incorporated on February 25,
         1985, under the laws of the State of Ohio. Farmers & Merchants Bancorp,
         Inc., and its subsidiaries The Farmers & Merchants State Bank and
         Farmers & Merchants Life Insurance Company are engaged in commercial
         banking and life and disability insurance, respectively. The executive
         offices of Farmers & Merchants Bancorp, Inc. are located at 307-11
         North Defiance Street, Archbold, Ohio 43502.

         LIQUIDITY, CAPITAL RESOURCES AND MATERIAL CHANGES IN FINANCIAL
         CONDITION

         Liquidity continues to remain strong as the investment portfolio grew
         $7.7 million for the quarter and over $11 million year to date. A
         portion of the increase was due to a decrease in loans of approximately
         $3.5 million for the quarter and $12.7 million year to date. Deposits
         increased slightly for the quarter providing additional funds of just
         under $1 million. However, year to date, deposits are down
         approximately $10 million. Overall, bank assets are down $2.7 million
         from September 2004 but up slightly, $250 thousand, compared to year
         end December 2004.

         Quality loan growth has been elusive during the last two years while
         the bank focused on improving asset quality. Loan quality has continued
         to remain strong, evidenced by the decreased need for additional loan
         provision due to improved past due ratios and decreased non-performing
         loans. Crop yields are coming in higher than expected though down from
         last year. Agricultural and agricultural real estate loans increased
         over $3.5 million compared to September 2004. Industrial Development
         Bonds showed the only other increase in the loan portfolio compared to
         September 2004, up about $2.5 million. The consumer portfolio showed
         the largest decreases in consumer and consumer real estate loans. Home
         Equity loans were higher in available lines, but minimal actual
         borrowings. The development of new markets remains a focus for loan
         growth along with improvement within our newer branches.

         Until loan growth occurs, the need for aggressive deposit generation
         has not existed. Total deposits are down $14.675 million from a year
         ago mirroring loan decreases. Year to date, deposits are down $10.2
         million while up $1 million for the quarter. Promotional certificate of
         deposits have been offered consistently through the year not to attract
         new money but to retain exisiting customer relationships. While
         promotional CD's are more expensive, the promotions helped to keep the
         standard renewing CD terms stable. This strategy was used to lessen the
         increased cost of funds being driven by the Federal Reserve Federal
         Funds rate increases. The flattening of the yield curve has also made
         deposit pricing difficult.

         The tightening of the net interest rate margin and shrinking balance
         sheet totals has forced the Company to look elsewhere for improved
         profitability. The bank introduced Overdraft Privilege in February and
         the increased fees and customer usage has provided a stable source of
         revenue. The other source of improved profitability is from the
         decrease in the loan loss provision due to the lack of loan growth but
         more importantly the improved asset quality. The Company continues to
         look for opportunities to provide services our customers want that aid
         in the profitability of the Company also.

                                       5
<PAGE>

ITEM 2   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND
         RESULTS OF OPERATIONS (Continued)

         MATERIAL CHANGES IN RESULTS OF OPERATIONS

         The income statement shows the effects of the tightening of our
         interest margin and decrease in asset size. Net interest income is
         lower by $1.4 million for the nine months ended Sept 2005 compared to
         Sept 2004. The tightening of the margin has been caused by the
         liability side (deposits) of the balance sheet repricing higher than
         the asset side (loans). This has been the predicted outcome of the
         Federal Reserve raising of rates for the Company as the interest rate
         risk testing has shown over the last year.

         As discussed earlier, the two main determinants for the improved
         profitability in 2005 is the lower loan loss provision and the increase
         in service charge fees. Improved loan quality has actually made it
         necessary for a reversal of previous loan loss provision. This was also
         facilitated by the decrease in the size of the loan portfolio. In
         comparing the nine months provisions for 2005 and 2004, a $1.4 million
         swing in expense has occurred, increasing year to date net income by
         $461,000. For the corresponding quarters ended September 30, a $500
         thousand swing has also occurred. While the reversal of previous loan
         loss provision has improved the profitability of the Company, the
         Company would rather have loan growth make the reversal unnecessary. To
         the extent that loan growth is realized or asset quality deteriorates,
         this revenue may discontinue going forward. Eventually, the impact of
         future reversals will be minimal to income. The effect of Overdraft
         Privilege is shown in the increased service charge fee income,
         especially when comparing quarter ended September 30, 2005 to September
         30, 2004, an increase of $491 thousand.

         Expenses show a 5.7% increase over last year as of September and a 6.5%
         increase in comparing the quarters ended September 30. The largest
         increases are in personnel expenses. Two factors driving the higher
         cost are increased staffing in support departments and increased cost
         of providing medical benefits. The increased staffing was needed to
         strengthened internal control procedures and to fulfill increased
         regulatory reporting requirements. Medical benefit expenses increased
         by 17% upon renewal of contracts. Accounting and auditing expense also
         increased for the year due to cost of complying with new regulations.

         The Company continues to show improved profitablity for the year. Net
         income for nine months ended September was $6.464 million for 2005
         compared to $6.188 million for 2004, an increase of almost 4.5%.
         Improvement for the quarter was $87,000 compared to same quarter last
         year. Similarly, earnings per share were up for the both periods
         presented.

         A change in the earnings per share presentation was necessary since the
         Company purchased 1,000 shares of Treasury Stock. This stock was
         purchased to facilitate the awarding of stock to management of its
         subsidiary bank. The 1,000 shares were awarded to 38 employees under
         the provisions of the long term stock incentive plan approved by
         shareholders at the annual meeting in April of 2005. The awards carry a
         three year cliff vesting stipulation. Accordingly, the $115,000 cost
         will be amortized over the three year period for financial reporting.
         The employees will also receive dividend equivalent compensation over
         that time period on their portion of the stock award.

         The company continues to be well-capitalized as the capital ratios
         below show:

<TABLE>
<S>                                            <C>
Primary Ratio                                  12.82%
Tier I Leverage Ratio                          11.92%
Risk Based Capital Tier 1                      16.55%
Total Risk Based Capital                       17.80%
Stockholders' Equity/Total Assets              11.72%
</TABLE>

                                       6
<PAGE>

ITEM 3   MARKET RISK

         Market risk is the exposure to loss resulting from changes in interest
         rates and equity prices. The primary market risk to which the Company
         is subject is interest rate risk. The majority of the Company's
         interest rate risk arises, from the instruments, positions and
         transactions entered into for the purposes, other than trading, such as
         loans, available for sale securities, interest bearing deposits, short
         term borrowings and long term borrowings. Interest rate risk occurs
         when interest bearing assets and liabilities reprice at different times
         as market interest rates change. For example, if fixed rate assets are
         funded with variable rate debt, the spread between asset and liability
         rates will decline or turn negative if rates increase.

         Interest rate risk is managed within an overall asset/liability
         framework for the Company. The principal objectives of asset/liability
         management are to manage sensitivity of net interest spreads and net
         income to potential changes in interest rates. Funding positions are
         kept within predetermined limits designed to ensure that risk-taking is
         not excessive and that liquidity is properly managed. The Company
         employs a sensitivity analysis in the form of a net interest rate shock
         as shown in the table following.

<TABLE>
<S>                                                   <C>
Interest Rate Shock on Net Interest Margin            Interest Rate Shock on Net Interest Income
</TABLE>

<TABLE>
<CAPTION>
Net Interest        % Change to    Rate          Rate       Cumulative    % Change to
Margin (Ratio)       Flat Rate   Direction    Changes by   Total ($000)    Flat Rate
- --------------      -----------  ---------    ----------   ------------   -----------
<S>                 <C>          <C>          <C>          <C>            <C>
    3.93%             -2.082%     Rising        3.000%        19,975        -4.599%
    3.94%             -1.834%     Rising        2.000%        20,239        -3.342%
    3.95%             -1.601%     Rising        1.000%        20,500        -2.096%
    4.01%              0.000%     Flat          0.000%        20,938         0.000%
    3.97%             -0.947%     Falling      -1.000%        20,811        -0.611%
    3.89%             -2.979%     Falling      -2.000%        20,358        -2.774%
    3.75%             -6.477%     Falling      -3.000%        19,648        -6.162%
</TABLE>

         The bank finds itself in a bit of a quagmire. As the table shows, the
         bank doesn't want rates to rise or fall nor is the bank content with a
         flattened yield curve. Managing interest rate risk is challenging
         within this current environment. The worse case scenario is the 300
         basis points drop which is also the most unlikely to happen. Even so,
         the exposure is well within the guidelines set by the risk committee.
         With the well capitalized position of the Company along with the low
         amount of risk indicated by the shock table, the Company can take some
         additional risk with minimal consequences. The bank intends to do some
         slight leveraging of the balance sheet by borrowing funds and investing
         in specific securities. A set margin has been established to be earned.
         The first $5 million was borrowed this quarter with additional
         borrowings to come in the last quarter.

         As the balance sheet mix changes, the predicted net interest margin
         improves as compared to December 2004's interest rate shock table. The
         flat rate predicted in December was 3.87% while the above table shows
         4.01%. The net interest margin represents the forecasted twelve month
         margin. The predictions to the effect of an interest rate increase in
         the short term have occurred. The current margin has tightened
         throughout 2005 as the rates have increased and the December 2004 table
         had shown. The Company is still determined to improve the profitability
         through growth. Changing the mix and yields by planned growth is the
         strategy the Company will continue to follow.

                                       7
<PAGE>

ITEM 4   CONTROLS AND PROCEDURES

         As of September 30, 2005, an evaluation was performed under the
         supervision and with the participation of the Company's management
         including the CEO and CFO, of the effectiveness of the design and
         operation of the Company's disclosure controls and procedures. Based on
         that evaluation, the Company's management, including the CEO and CFO,
         concluded that the Company's disclosure controls and procedures were
         effective as of September 30, 2005. There have been no significant
         changes in the Company's internal controls that occurred for the
         quarter ended September 30, 2005.

PART II

ITEM 1   LEGAL PROCEEDINGS

         None

ITEM 2   UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

<TABLE>
<CAPTION>
                                                        (c) Total Number of Shares        (d) Maximum Number of Shares
            (a) Total Number      (b) Average Price     Purchased as Part of Publicly    that may yet be purchased under
Period     of Shares Purchased      Paid per Share        Announced Plan or Programs            the Plans or Programs
- ---------  -------------------    -----------------     -----------------------------    --------------------------------
<S>        <C>                    <C>                   <C>                              <C>
8/1/05
  to
8/31/05          1,000                  $115                       N/A                                 N/A
</TABLE>

ITEM 3   DEFAULTS UPON SENIOR SECURITIES

         None

ITEM 4   SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

         None

ITEM 5   OTHER INFORMATION

         On September 6, 2005, the Company entered into Restricted Stock
         Agreements with certain executive officers pursuant to the Farmers &
         Merchants Bancorp, Inc. 2005 Long-Term Stock Incentive Plan (the
         "Plan"), a copy of which is attached hereto as Exhibit 10.1. The
         Restricted Stock Agreements, a form of which is attached hereto as
         Exhibit 10.2, respectively provided for an award of 100 common shares
         to Paul S. Siebenmorgen and 40 common shares each to Rex D. Rice,
         Barbara J. Britenriker, Edward A. Leininger, Richard J. Lis, and
         James C. Burkhart. Pursuant to the terms of each agreement, all awards
         vest in 2008.
ITEM 6   EXHIBITS

<TABLE>
<S>      <C>
 3.1     Articles of Incorporation of the Registrant (incorporated by reference to Registrant's Quarterly Report on Form 10-Q filed
          with the Commission on May 10, 2004)

 3.2     Code of Regulations of the Registrant (incorporated by reference to Registrant's Quarterly Report on Form 10-Q filed with
          the Commission on May 10, 2004)

10.1     Farmers & Merchants Bancorp, Inc. 2005 Long-Term Stock Incentive Plan (the "2005 Incentive Plan")

10.2     Form of Restricted Stock Agreement entered into by the Company pursuant to the 2005 Incentive Plan on 9/6/2005 with each
         of the following executive officers and for the respective number of shares indicated: Paul S. Siebenmorgen (100 shares);
         Rex D. Rice (40 shares); Barbara J. Britenriker (40 shares); Edward A. Leininger (40 shares); Richard J. Lis (40 shares);
         and James C. Burkhart (40 shares)

31.1     Rule 13-a-14(a) Certification - CEO

31.2     Rule 13-a-14(a) Certification - CFO

32.1     Section 1350 Certification - CEO

32.2     Section 1350 Certification - CFO
</TABLE>

                                       8
<PAGE>

                                   SIGNATURES

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

                                          Farmers & Merchants Bancorp, Inc.,

Date: October 26, 2005                    By:   /s/ Paul S. Siebenmorgen
                                                ------------------------
                                                Paul S. Siebenmorgen
                                                President and CEO

Date: October 26, 2005                    By:   /s/ Barbara J. Britenriker
                                                ----------------------------
                                                Barbara J. Britenriker
                                                Exec. Vice-President and CFO

                                       9
<PAGE>

                                 Exhibit Index

<TABLE>
<CAPTION>
Ex. No.  Description
- -------  -----------------------------------------------------------------------
<S>      <C>
 3.1     Articles of Incorporation of the Registrant (incorporated by reference
         to Registrant's Quarterly Report on Form 10-Q filed with the Commission
         on May 10, 2004)

 3.2     Code of Regulations of the Registrant (incorporated by reference to
         Registrant's Quarterly Report on Form 10-Q filed with the Commission on
         May 10, 2004)


10.1     Farmers & Merchants Bancorp, Inc. 2005 Long-Term Stock Incentive Plan (the "2005 Incentive Plan")

10.2     Form of Restricted Stock Agreement entered into by the Company pursuant to the 2005 Incentive Plan on 9/6/2005 with each
         of the following executive officers and for the respective number of shares indicated: Paul S. Siebenmorgen (100 shares);
         Rex D. Rice (40 shares); Barbara J. Britenriker (40 shares); Edward A. Leininger (40 shares); Richard J. Lis (40 shares);
         and James C. Burkhart (40 shares)

31.1     Rule 13-a-14(a) Certification - CEO

31.2     Rule 13-a-14(a) Certification - CFO

32.1     Section 1350 Certification - CEO

32.2     Section 1350 Certification - CFO
</TABLE>

                                       10
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>k99341exv10w1.txt
<DESCRIPTION>2005 LONG-TERM STOCK INCENTIVE PLAN
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.1


                        FARMERS & MERCHANTS BANCORP, INC.

                       2005 LONG-TERM STOCK INCENTIVE PLAN



<PAGE>


                        FARMERS & MERCHANTS BANCORP, INC.
                      2005 LONG -TERM STOCK INCENTIVE PLAN

SECTION 1. PURPOSE

                  The purpose of this 2005 Long-Term Stock Incentive Plan (the
"Plan") is to promote the long-term success of Farmers & Merchants Bancorp, Inc.
(the "Company") by providing financial incentives to employees of the Company
and its subsidiaries who are in positions to make contributions toward such
success. The Plan is designed to attract individuals of outstanding ability to
employment with the Company and its subsidiaries and to encourage employees to
acquire a proprietary interest in the Company through stock ownership, to
continue employment with the Company and its subsidiaries, and to render
superior performance during such employment.

SECTION 2. DEFINITIONS

                  (a) "Board" means the Board of Directors of the Company.

                  (b) "Change of Control" means and shall be deemed to have
occurred on (i) the date upon which a Schedule 13D would be required to be filed
pursuant to Section 13(d) of the Securities Exchange Act of 1934 indicating that
a group or person, as defined in Rule 13d-3 under said Act, has become the
beneficial owner of 35% or more of the outstanding Voting Shares; (ii) the date
of a change in the composition of the Board such that individuals who were
members of the Board on the date one year prior to such change (or who were
subsequently elected to fill a vacancy in the Board, or were subsequently
nominated for election by the Company's shareholders, by the affirmative vote of
a majority of the directors then still in office who were directors at
the beginning of such one year period) no longer constitute a majority of the
Board; (iii) the date the shareholders of the Company approve a merger or
consolidation of the Company with any other corporation, other than a merger or
consolidation which would result in the Voting Shares of the Company outstanding
immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into Voting Shares of the surviving entity) at
least 50% of the total voting power represented by the Voting Shares of the
Company or such surviving entity outstanding immediately after such merger or
consolidation; or (iv) the date shareholders of the Company approve a plan of
complete liquidation of the Company or an agreement for the sale or disposition
by the Company of all or substantially all the Company's assets; provided
however, that notwithstanding the forgoing a Change of Control shall not be
deemed to have occurred in connection with any transaction or series of
transactions if such does not constitute a permitted Change of Control as
defined by Section 409(a)(2)(A)(v) of the Code, IRS Notice 2005-1 and any
subsequent Treasury Regulations issued thereunder.

                  (c) "Code" means the Internal Revenue Code of 1986, as
amended.

                  (d) "Committee" means the committee referred to in Section 4.

<PAGE>

                  (e) "Company" means Farmers & Merchants Bancorp, Inc., an Ohio
corporation, and when used with reference to employment of a Participant,
Company includes any Subsidiary of the Company.

                  (f) "Employee" means an employee of the Company or a
Subsidiary who in the opinion of the Committee can contribute significantly to
the growth and successful operations of the Company or a Subsidiary.

                  (g) "Fair Market Value" means the value determined by the
Committee, provided that such value shall be in accordance with applicable
provisions of the Code and related regulations promulgated under the Code.

                  (h) "Gross Misconduct" means engaging in any act or acts
involving conduct which violates Company policy or is illegal and which results,
directly or indirectly, in personal gain to the individual involved at the
expense of the Company or a Subsidiary.

                  (i) "Incentive Award" means an Option, Restricted Share Award,
Performance Award, or Share Award granted under the Plan.

                  (j) "Incentive Stock Option" means an Option that is an
Incentive Stock Option, as defined in Section 422 of the Code.

                  (k) "Nonqualified Stock Option" means an Option that is not an
Incentive Stock Option.

                  (l) "Option" means a right to purchase Shares at a specified
price; "Optionee" means the holder of an Option.

                  (m) "Participant" means an Employee selected to receive an
Incentive Award.

                  (n) "Performance Award" means a right to receive Restricted
Shares, Shares, cash, or a combination thereof, contingent upon the attainment
of performance objectives determined in the discretion of the Committee as more
fully set forth at Section 8 hereof.

                  (o) "Plan" means the 2005 Stock Incentive Plan as herein set
forth as the same shall be amended from time to time.

                  (p) "Restricted Share Award" means a right to receive Shares
that is nontransferable and subject to substantial risk of forfeiture until
specific conditions are met; "Restricted Shares" means Shares, which are the
subject of a Restricted Share Award; and "Restricted Period" shall have the
meaning ascribed to it at Section 7(a).

                                       3

<PAGE>

                  (q) "Share Award" means an award of Shares that the Committee
in its discretion determines to grant to one or more Employees under the Plan
that is neither a Performance Award or an award of Restricted Shares.

                  (r) "Shares" means the Common Shares, no par value, of the
Company.

                  (s) "Subsidiary" means any company more than 50% of the voting
stock of which is owned or controlled, directly or indirectly, by the Company.

                  (t) "Voting Shares" means any securities of the Company, which
vote generally in the election of directors of the Company.

SECTION 3. SHARES SUBJECT TO THE PLAN

                  (a) Maximum Number. The maximum number of Shares that may be
subject to Incentive Awards granted pursuant to the Plan shall be two hundred
thousand (200,000), subject to adjustment in accordance with Section 3(c). The
Shares that may be issued pursuant to Incentive Awards may be authorized and
unissued Shares or Shares held in the Company's treasury. In the event of a
lapse, expiration, termination, or cancellation of any Incentive Award granted
under the Plan without the issuance of Shares or the payment of cash, or if
Shares are issued under a Restricted Share Award and are reacquired by the
Company as a result of rights reserved upon the issuance thereof, the Shares
subject to or reserved for such Incentive Award shall no longer be charged
against the 200,000 Share maximum and may again be used for new Incentive
Awards.

                  (b) Maximum Number - Per Employee. The maximum Incentive
Awards that may be granted to each Employee in each fiscal year of the Company
is as follows:

                           (i) With respect to Options, no more than twenty
                  thousand (20,000) Shares may be subject to options granted in
                  the year;

                           (ii) With respect to Restricted Shares (not issued in
                  connection with Performance Awards), no more than twenty
                  thousand (20,000) such Shares may be awarded in the year; and

                           (iii) With respect to Performance Awards, no more
                  than twenty thousand (20,000) Shares may be awarded in the
                  year the award is made regardless of the year the award is
                  earned or paid).

                  (c) Adjustment. The Board may make or provide for such
adjustments in the numbers of Shares covered by outstanding Options or
Performance Shares granted hereunder, in the option exercise prices per share
applicable to such Options, and in the kind of shares covered thereby, as the
Board, in its sole discretion, exercised in good faith, may determine is
equitably required to prevent dilution or enlargement of the rights

                                       4
<PAGE>

of Participants or Optionees that otherwise would result from (a) any stock
dividend, stock split, combination of shares, recapitalization or other change
in the capital structure of the Company, or (b) any merger, consolidation,
spin-off, split-off, spin-out, split-up, reorganization, partial or complete
liquidation or other distribution of assets, issuance of rights or warrants to
purchase securities, or (c) any other corporate transaction or event having an
effect similar to any of the foregoing. Moreover, in the event of any such
transaction or event, the Board, in its discretion, may provide in substitution
for any or all outstanding awards under the Plan such alternative consideration
as it, in good faith, may determine to be equitable in the circumstances and may
require in connection therewith the surrender of all awards to be replaced. The
Board may also make or provide for such adjustments in the numbers of shares
specified in Section 3(a) and Section 3(b) as the Board in its sole discretion,
exercised in good faith, may determine is appropriate to reflect any transaction
or event described in this Section 3(c).

SECTION 4. ADMINISTRATION

                  (a) Committee. The Plan shall be administered by the
Compensation Committee of the Board, or at the discretion of the board a
committee which shall be comprised of three or more directors, who shall from
time to time be appointed by, and serve at the pleasure of, the Board
("Committee"). Each director serving on the Committee shall be a "non-employee
director" within the meaning of Rule 16b-3 promulgated under the Securities
Exchange Act of 1934 and an "outside director" within the meaning of Code
Section 162(m). The Board shall also have the authority to exercise the powers
and duties of the Committee; and until the Board determines otherwise by formal
resolution, all powers of the Committee under the Plan shall be exercised by the
Board.

                  (b) Authority. The Committee shall have and exercise all the
power and authority granted to it under the Plan. Subject to the provisions of
the Plan, the Committee shall have authority in its sole discretion from time to
time (i) to designate from Employees the persons to whom Incentive Awards are
granted; (ii) to prescribe such limitations, restrictions and conditions upon
any such awards as the Committee shall deem appropriate, including establishing
and administering Performance Goals, as defined in Section 8(a), and certifying
whether the Performance Goals have been attained; (iii) to interpret the Plan
and to adopt, amend and rescind rules and regulations relating to the Plan; and
(iv) to make all other determinations and take all other actions necessary or
advisable for the implementation and administration of the Plan.

                  (c) Committee Actions. A majority of the Committee shall
constitute a quorum, and the acts of a majority of the members present at a
meeting at which a quorum is present, or acts reduced to or approved in writing
by all members of the Committee, shall be acts of the Committee. All such
actions shall be final, conclusive, and binding. No member of the Committee
shall be liable for any action taken or decision made in good faith relating to
the Plan or any Incentive Award thereunder.

                                       5

<PAGE>

                  (d) Interpretation and Construction. Any provision of this
Plan to the contrary notwithstanding, (i) certain designated Incentive Awards
under this Plan are intended to qualify as performance-based compensation within
the meaning of Code Section 162(m)(4)(C) and (ii) any provision of the Plan that
would prevent a designated Incentive Award from so qualifying shall be
administered, interpreted and construed to carry out such intention and any
provision that cannot be so administered, interpreted and construed shall to
that extent be disregarded.

SECTION 5. ELIGIBILITY AND INCENTIVE AWARDS

                  (a) Eligible Employees. The Committee may grant Incentive
Awards to officers and other Employees.

                  (b) Incentive Awards. Incentive Awards may be granted in any
one or more combinations of (i) Incentive Stock Options, (ii) Nonqualified Stock
Options, (iii) Restricted Share Awards, (iv) Share Awards and (v) Performance
Awards. All Incentive Awards shall be subject to such other terms and conditions
as may be established by the Committee. Determinations by the Committee under
the Plan, including without limitation, designation of Participants, the form,
amount and timing of Incentive Awards, the terms and provisions of Incentive
Awards, and the written agreements evidencing Incentive Awards, need not be
uniform and may be made selectively among employees who receive, or are eligible
to receive, Incentive Awards hereunder, whether or not such employees are
similarly situated.

                  (c) Employment. The Plan and the Incentive Awards granted
hereunder shall not confer upon any Employee the right to continued employment
with the Company or affect in any way the right of the Company to terminate the
employment of an Employee at any time and for any reason.

SECTION 6. OPTIONS

                  The Committee may grant Incentive Stock Options and
Nonqualified Stock Options and such Options shall be subject to the following
terms and conditions and such other terms and conditions as the Committee may
prescribe:

                  (a) Option Price. The option price per Share with respect to
each Option shall be determined by the Committee but shall not be less than the
Fair Market Value of a Share on the date the Option is granted.

                  (b) Period of Option. The Committee shall fix the period of
each Option but in no case may an option be exercised more than ten years after
the date of its grant.

                  (c) Exercise of Option. Unless the Committee determines
otherwise, an Option shall become exercisable with respect to 20% of the Shares
subject to the option on the first, second, third, fourth and fifth annual
anniversary date of the date of


                                       6

<PAGE>

grant of the Option, subject to the provisions of Section 6(d) relating to
continuous employment. Any Shares not purchased during a specified period may be
purchased thereafter at any time prior to the expiration of the Option unless
the Committee determines otherwise. The Committee may at any time remove or
alter any restriction on exercise of an Option that was imposed by the
Committee.

                  (d) Termination of Employment. Unless otherwise determined by
the Committee and contained in the grant form with respect thereto, no Option
may be exercised under the Plan unless the Optionee has been continuously
employed by the Company from the date of grant of the Option to the date of
exercise except that an Option may, subject to the ten year limitation at
Section 6(b), be exercised (i) within one year of cessation of employment in the
case of early retirement or death; and (ii) within three years of cessation of
employment in the case of normal retirement or disability. After termination of
employment Options may be exercised only to the extent they could have been
exercised on the date of the Optionee's termination of employment. The Committee
shall determine whether authorized leave of absence or absence for military or
governmental service shall constitute a termination of employment. Any
limitation imposed by the Code with respect to the exercisability of an
Incentive Stock Option upon termination of employment which is more restrictive
than the forgoing shall supercede the provisions hereof.

                  (e) Limits on Incentive Stock Options. Except as may be
permitted by the Code, the Fair Market Value of Shares (determined at the time
of grant of Options) as to which Incentive Stock Options held by an Optionee
first become exercisable in any calendar year shall not exceed $100,000. In
addition, no Incentive Stock Option shall be granted to an Employee who
possesses, directly or indirectly (within the meaning of Code Section 424(d)),
at the time of grant more than 10% of the combined voting power of all classes
of stock of the Company unless the option price is at least 110% of the Fair
Market Value of the Shares subject to the Option on the date such Option is
granted and such Incentive Stock Option is not exercisable after the expiration
of five years from the date of grant.

                  (f) Notice of Exercise and Payment. An Option granted under
the Plan may be exercised by the Optionee giving written notice of exercise to
the Committee. The Option price for the Shares purchased shall be paid in full
at the time such notice is given. An Option shall be deemed exercised on the
date the Committee receives written notice of exercise, together with full
payment for the Shares purchased. The Option price shall be paid to the Company
either in cash, by delivery to the Company of Shares already-owned by the
Optionee or any combination of cash and such Shares. The Committee may, however,
at any time and in its discretion, adopt guidelines limiting or restricting the
use of already-owned Shares to pay all or any portion of the Option price. In
the event already-owned Shares are used to pay all or a portion of the Option
price, the amount credited to payment of the Option price shall be the Fair
Market Value of the already-owned Shares on the date the Option is exercised.

                                       7

<PAGE>

                  (g) Fractional Shares. No fractional shares shall be issued
pursuant to the exercise of an Option, nor shall any cash payment be made in
lieu of fractional shares.

                  (h) Repricing of Options. Without approval of shareholders of
the Company, the option exercise price per share of any previously granted
option will not, whether through amendment, cancellation, replacement grants or
any other means, be lowered, except for adjustments pursuant to Section 3(c).

SECTION 7. RESTRICTED SHARE AWARDS

                  The Committee may issue Shares to an Employee which Shares
shall be subject to the following terms and conditions and such other terms and
conditions as the Committee may prescribe in connection with the grant of a
Restricted Share Award:

                  (a) General. With respect to each grant of Restricted Shares,
the Committee, in its sole discretion, shall determine the period or periods
during which the restrictions set forth at Subsection 7(b) shall apply to the
Restricted Shares (the "Restricted Period"); and unless the Committee determines
otherwise at the time of grant, 20% of the Shares included in the grant shall
have a Restricted Period of one year, 20% a Restricted Period of two years, 20%
a Restricted Period of three years, 20% a Restricted Period of four years, and
20% a Restricted Period of five years.

                  (b) Restrictions. At the time of grant of Restricted Shares to
an Employee, a certificate or certificates representing the number of Shares
granted and included in each Restricted Period shall be registered in his name
but shall be held by the Company for the account of the Employee. The Employee
shall have the entire beneficial ownership interest in, and all rights and
privileges of a shareholder as to, such Restricted Shares, including the right
to receive dividends and the right to vote such Restricted Shares, subject to
the following restrictions: (i) subject to Section 7(c), the Employee shall not
be entitled to delivery of any Share certificate until the expiration of the
Restricted Period with respect to that particular certificate; (ii) Restricted
Shares may not be sold, transferred, assigned, pledged, or otherwise encumbered
or disposed of during the Restricted Period applicable to the particular shares;
and (iii) Restricted Shares shall be forfeited and all rights of the Employee to
such Restricted Shares shall terminate without further obligation on the part of
the Company unless the Employee remains in the continuous employment of the
Company for the entire Restricted Period in relation to which such Restricted
Shares were granted, except as provided by Section 7(c). Any Shares received
with respect to Restricted Shares as a result of a recapitalization adjustment
pursuant to Section 3(b) shall be subject to the same restrictions as such
Restricted Shares.

                  (c) Termination of Employment.

                           (i) Retirement. If an Employee ceases to be employed
                  by the Company prior to the end of a Restricted Period by
                  reason of normal retirement under a retirement plan of the
                  Company or the Employee

                                       8

<PAGE>

                  otherwise retires with the consent of the Company, the number
                  of Restricted Shares granted to such Employee for such
                  Restricted Period shall be reduced in proportion to the
                  Restricted Period (determined on a quarterly basis) remaining
                  after the Employee ceases to be an Employee and all
                  restrictions on such reduced number of Shares shall lapse. A
                  certificate for such Shares shall be delivered to the Employee
                  in accordance with the provisions of Section 7(d) hereof. The
                  Committee may, if it deems appropriate, direct that the
                  Employee receive a greater number of Shares free of all
                  restrictions but not exceeding the number of Restricted Shares
                  then subject to the restrictions of Section 7(b).

                           (ii) Death. If an Employee ceases to be employed by
                  the Company prior to the end of a Restricted Period by reason
                  of death, the Restricted Shares granted to such Employee shall
                  immediately vest in his beneficiary or estate and all
                  restrictions applicable to such Shares shall lapse. A
                  certificate for such Shares shall be delivered to the
                  Employee's beneficiary or estate in accordance with the
                  provisions of Subsection 7(d).

                           (iii) All Other Terminations. If an Employee ceases
                  to be an Employee prior to the end of a Restricted Period for
                  any reason other than retirement or death, the Employee shall
                  immediately forfeit all Restricted Shares then subject to the
                  restrictions of Section 7(b) in accordance with the provisions
                  thereof, except that the Committee may, if it finds that the
                  circumstances in the particular case so warrant, allow an
                  Employee whose employment has so terminated to retain any or
                  all of the Restricted Shares then subject to the restrictions
                  of Section 7(b) and all restrictions applicable to such
                  retained shares shall lapse. A certificate for such retained
                  shares shall be delivered to the Employee in accordance with
                  the provisions of Section 7(d).

                  (d) Payment of Restricted Shares. At the end of the Restricted
Period or at such earlier time as provided for in Subsection 7(c), all
restrictions applicable to the Restricted Shares shall lapse and a Share
certificate for a number of Shares equal to the number of Restricted Shares,
free of all restrictions, shall be delivered to the Employee or his beneficiary
or estate, as the case may be. The Company shall not be required to deliver any
fractional Share but will pay, in lieu thereof, the Fair Market Value (measured
as of the date the restrictions lapse) of such fractional Share to the Employee
or his beneficiary or estate, as the case may be.

SECTION 8. PERFORMANCE AWARDS

                  The Committee may grant to Employees Performance Awards that
shall be subject to the following terms and conditions and such other terms and
conditions as the Committee may prescribe in connection with the grant of a
Performance Award:

                                       9

<PAGE>

                  (a) Award Period and Performance Goals. The Committee shall
determine and include in a Performance Award the period of time during which a
Performance Award may be earned ("Award Period"). The Committee shall also
establish performance objectives ("Performance Goals") to be met by the Company,
Subsidiary or division during the Award Period as a condition to payment of the
Performance Award. The Performance Goals may include minimum and optimum
objectives or a single set of objectives.

                  With respect to Performance Awards that are intended to
qualify as "performance based" within the meaning of Code Section 162(m)(4)(C),
the Committee shall (i) select the Employees for such Incentive Awards,
(ii)establish in writing the applicable performance goals no later than 90 days
after the commencement of the period of service to which the performance goals
relates (or such earlier or later date as may be the applicable deadline for
compensation payable hereunder to qualify as "performance based" within the
meaning of Code Section 162(m)(4)(C)), and (iii)designate the Performance Awards
that are to qualify as "performance based" within the meaning of Code Section
162(m)(4)(C).

                  The Committee shall establish in writing the Performance Goals
for each Award Period, which may be based on any of the following performance
criteria, either alone or in any combination, on either a consolidated or
business unit or divisional level, and which shall include or exclude
discontinued operations and acquisition expenses, as the Committee may
determine: level of sales, earnings per share, income before income taxes and
cumulative effect of accounting changes, income before cumulative effect of
accounting changes, net income, return on assets, return on equity, return on
capital employed, total stockholder return, market valuation, cash flow and
completion of acquisitions. The foregoing criteria shall have any reasonable
definitions that the Committee may specify, which may include or exclude any or
all of the following items, as the Committee may specify: extraordinary, unusual
or non-recurring items; effects of accounting changes; effects of currency
fluctuations; effects of financing activities (e.g., effect on earnings per
share of issuing convertible debt securities); expenses for restructuring or
productivity initiatives; non-operating items; and effects of divestitures. Any
such performance criterion or combination of such criteria may apply to the
participant's award opportunity in its entirety or to any designated portion or
portions of the award opportunity, as the Committee may specify.

                  (b) No Discretion. With respect to Performance Awards that are
intended to qualify as "performance based" within the meaning of Code Section
162(m)(4)(C), the Committee has no discretion to increase the amount of the
award due upon attainment of the applicable performance goals. No provision of
this Plan shall preclude the Committee from exercising negative discretion with
respect to any award (i.e., to reduce or eliminate the award payable) within the
meaning of Treasury Regulation Section 1.162-27(e)(2)(iii)(A).

                  (c) Performance Award Earned. The Performance Awards may be
expressed in terms of Shares and referred to as "Performance Shares" or
"Performance

                                       10

<PAGE>

Units," as the Committee may specify. With respect to each Performance Award,
the Committee shall fix the number of allocable Performance Shares or
Performance Units. The level of Performance Goals attained will determine the
percentage of Performance Shares or Performance Units earned for an Award
Period. After completion of the Award Period, the Committee shall certify in
writing the extent to which the Performance Goals and other material terms
applicable to such award are attained. Unless and until the Committee so
certifies, the Performance Award shall not be paid.

                  (d) Performance Award Payment. The Committee, in its
discretion, may elect to make payment of the Performance Awards in Restricted
Shares, Shares, cash or any combination of the foregoing.

                  (e) Requirement of Employment. A grantee of a Performance
Award must remain in the employment of the Company until the completion of the
Award Period in order to be entitled to payment under the Performance Award;
provided that the Committee may, in its sole discretion, provide for a partial
or full payment of the Performance Award that would have been payable if the
grantee had continued employment for the entire Award Period, which shall be
paid at the same time as would have been paid if no termination of employment
occurred, but only if and to the extent the exercise of such discretion does not
prevent any designated Incentive Award from qualifying as "performance based"
within the meaning of Code Section 162(m)(4)(C).

                  (f) Dividends. The Committee may, in its discretion, at the
time of the granting of a Performance Award, provide that any dividends declared
on Shares during the Award Period, and which would have been paid with respect
to Performance Shares had they been owned by a grantee, be (i) paid to the
grantee, or (ii) accumulated for the benefit of the grantee and used to increase
the number of Performance Shares of the grantee.

SECTION 9. NON-ASSIGNABILITY OF INCENTIVE AWARDS

                  (a) Except as provided in Section 9(b) with respect to
Nonqualified Stock Options, no Incentive Award granted under the Plan shall be
assigned, transferred, pledged, or otherwise encumbered by an Employee,
otherwise than by will, by designation of a beneficiary after death, or by the
laws of descent and distribution, or be made subject to execution, attachment or
similar process. Except as provided in Section 9(b) with respect to Nonqualified
Stock Options, each Incentive Award shall be exercisable during the Employee's
lifetime only by the Employee or, if permissible under applicable law, by the
Employee's guardian or legal representative.

                  (b) No Nonqualified Stock Option nor any right thereunder may
be assigned or transferred by the optionee except by will or the laws of descent
and distribution or pursuant to a qualified domestic relations order (as defined
in the Code or the Employee Retirement Income Security Act of 1974), provided,
however, the Committee may by written action permit any holder of a Nonqualified
Stock Option, either before or after the time of grant, to transfer a
Nonqualified Stock Option during his

                                       11

<PAGE>

lifetime to one or more members of his family, to one or more trusts for the
benefit of one or more members of his family, or to a partnership or
partnerships of members of his family, provided that no consideration is paid
for the transfer and that such transfer would not result in the loss of any
exemption under Rule 16b-3 for any option granted under any plan of the Company.
The transferee of a Nonqualified Stock Option shall be subject to all
restrictions, terms and conditions applicable to the Nonqualified Stock Option
prior to its transfer. The Committee may impose on any transferable Nonqualified
Stock Option and on the shares to be issued upon the exercise of a Nonqualified
Stock Option such limitations and conditions as the Committee deems appropriate.

SECTION 10. CHANGE OF CONTROL

                  (a) General. In order to maintain all of the Employee's rights
upon a Change of Control of the Company, all Incentive Awards, shall, with
respect to any time periods relating to the exercise or realization of any such
award, be accelerated, so that such award may be exercised or realized in full
on or before such Change in Control on a date fixed by the Committee.

                  (b) Options. All outstanding Options that are not yet
exercisable shall become immediately exercisable in full in the event of a
Change of Control of the Company.

SECTION 11. TAXES

                  (a) Withholding for Taxes. The Company shall be entitled, if
necessary or desirable, to withhold the amount of any tax attributable to any
amounts payable under any Incentive Award and the Company may defer making
payment of any Incentive Award if any such tax, charge, or assessment may be
pending until indemnified to its satisfaction.

                  (b) Use of Shares for Tax Withholding Payments. With the
approval of the Committee, Shares may be used in lieu of cash to pay all or any
part of the mandatory federal, state or local withholding tax payments to be
made by the Employee in connection with an Incentive Award, as follows:

                           (i) Nonqualified Stock Options. (a) The holder of a
                  Nonqualified Stock Option may elect to have the Company retain
                  from the Shares to be issued upon exercise of such an option
                  Shares having a Fair Market Value equal to the withholding tax
                  to be paid; or (b) the holder of a Nonqualified Stock Option
                  may deliver to the Company already-owned Shares having a Fair
                  Market Value equal to the withholding tax to be paid and in
                  such case.

                           (ii) Restricted Share Awards. If withholding taxes
                  are required to be paid at the time Restricted Shares are
                  delivered to an Employee or at the expiration of the
                  Restricted Period, then the Employee may pay such


                                       12

<PAGE>

                  taxes by delivering to the Company Shares having a Fair Market
                  Value equal to the amount of the withholding tax being paid by
                  use of Shares.

                           (iii) Performance Shares. If withholding taxes are
                  required to be paid at the time Shares are delivered to an
                  Employee as a Performance Award, then the Employee may pay
                  such taxes by delivering to the Company Shares having a Fair
                  Market Value equal to the amount of the withholding tax being
                  paid by use of Shares.

SECTION 12. COMPLIANCE WITH LAWS AND EXCHANGE REQUIREMENTS

                  No Option shall be granted and no Shares shall be issued in
connection with any Incentive Award unless the grant of the Option and the
issuance and delivery of Shares or cash pursuant to the Incentive Award shall
comply with all relevant provisions of state and federal law, including, without
limitation, the Securities Act of 1933, the Securities Exchange Act of 1934, the
rules and regulations promulgated thereunder, and the requirements of any market
system or stock exchange upon which the Shares may then be listed.

SECTION 13. AMENDMENT AND TERMINATION OF PLAN

                  (a) Amendment. The Board may from time to time amend the Plan,
or any provision thereof, in such respects as the Board may deem advisable
except that it may not amend the Plan without shareholder approval so as to:

                  (i) increase the maximum number of Shares that may be issued
         under the Plan except in accordance with Section 3(c);

                  (ii)  expand the types of awards available under the Plan;

                  (iii) permit the granting of Options with exercise prices
         lower than those specified in Section 6 or materially modify the method
         for determining the Option exercise price;

                  (iv) materially modify the requirements as to eligibility for
         participation in the Plan;

                  (v)  materially extend the term of the Plan;

                  (vi) delete or modify the limitation on the repricing of
         Options at Section 6(h); or

                  (vii) prevent future grant of Incentive Awards to qualify as
         "performance based" within the meaning of Code Section 162(m)(4)(C).

                  (b) Termination. The Board may at any time terminate the Plan.


                                       13

<PAGE>


                  (c) Effect of Amendment or Termination. Any amendment or the
termination of the Plan shall not adversely affect any Incentive Award
previously granted nor disqualify an Incentive Award from being treated as
"performance based" within the meaning of Code Section 162(m)(4)(C). Incentive
Awards outstanding at the time that the Plan is amended or terminated shall
remain in full force and effect as if the Plan had not been amended or
terminated.

SECTION 14. NOTICES

Each notice relating to the Plan shall be in writing and delivered in person or
by certified or registered mail to the proper address. Each notice to the
Committee shall be addressed as follows: Farmers & Merchants Bancorp, Inc.,
Farmers & Merchants Bancorp, Inc., 307-11 N. Defiance Street, Archbold, Ohio
43502, Attention: Compensation Committee. Each notice to a Participant shall be
addressed to the Participant at the address of the Participant maintained by the
Company on its books and records. Anyone to whom a notice may be given under
this Plan may designate a new address by written notice to the other party to
that effect.

SECTION 15. BENEFITS OF PLAN

                  This Plan shall inure to the benefit of and be binding upon
each successor of the Company. All rights and obligations imposed upon a
Participant and all rights granted to the Company under this Plan shall be
binding upon the Participant's heirs, legal representatives and successors.

SECTION 16. PRONOUNS AND PLURALS

                  All pronouns shall be deemed to refer to the masculine,
feminine, singular or plural, as the identity of the person or persons may
require.

                                       14


<PAGE>


SECTION 17. SHAREHOLDER APPROVAL AND TERM OF PLAN

                  (a) The Plan was approved by the Board of Directors of the
Company on January 14, 2005 and shall only become effective upon its approval by
shareholders at the annual meeting of the shareholders of the Company held in
2005.

                  (b) Unless sooner terminated under Section 13, the Plan shall
be in effect from the date of its approval by shareholders of the Company in
accordance with Section 17(a) and shall continue in effect until the tenth
anniversary of the date its approval by shareholders.

                                       15


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>k99341exv10w2.txt
<DESCRIPTION>FORM OF RESTRICTED STOCK AGREEMENT
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.2


                           RESTRICTED STOCK AGREEMENT

THIS RESTRICTED STOCK AGREEMENT (the "Agreement"), made this ____day of
_______________, 20___, between Farmers & Merchants Bancorp, Inc., an Ohio
corporation (the "Company"), and _____________________________________(the
"Participant").

                                   WITNESSETH:

                  WHEREAS, the Company adopted the Farmers & Merchants Bancorp,
Inc. 2005 Long-Term Stock Incentive Plan (the "Plan") in order to provide select
key employees with additional incentives to achieve long-term corporate
objectives; and

                  WHEREAS, the Participant is an Employee and eligible
Participant as defined by the Plan; and

                  WHEREAS, the Compensation Committee of the Company's Board of
Directors has decided that the Participant should be granted restricted shares
of the Company's no par value common stock, ("Common Stock"), on the terms and
conditions set forth below in accordance with the terms of the Plan.

                  NOW, THEREFORE, in consideration of the past and future
services provided to the Company by the Participant and the various covenants
and agreements herein contained, and intending to be legally bound hereby, the
parties hereto agree as follows:

         1. Grant of Restricted Stock.

The Company hereby grants to the Participant a total of_______________ (______)
shares of the Common Stock of the Company (the "Restricted Shares"), subject to
the transfer restrictions, vesting schedule and other conditions set forth the
Plan and this Agreement. The Participant shall not be required to provide the
Company with any payment (other than his or her past and future services to the
Company in exchange of such Restricted Shares.

         As provided in Section 4, the Company shall cause the Restricted Shares
to be issued and a stock certificate or certificates representing the Restricted
Shares to be registered in the name of the Participant promptly upon execution
of this Agreement. On or before the date of execution of this Agreement, the
Participant shall deliver to the Company one or more stock powers endorsed in
blank relating to the Restricted Shares.

         2. Restrictions.


                  (a) The Participant shall have all rights and privileges of a
stockholder of the Company with respect to the Restricted Shares, including
voting rights and the right to receive dividends paid with respect to the
Restricted Shares, except that the following restrictions shall apply until such
time or times as these restrictions lapse under Section 3 or any other provision
of this Agreement or the Plan:

                  (i) the Participant shall not be entitled to delivery of the
certificate or certificates for any of the Restricted Shares until the
restrictions imposed by this Agreement have lapsed with respect to those
Restricted Shares:

                  (ii) the Restricted Shares may not be sold, transferred,
assigned, pledged or otherwise encumbered or disposed of by the Participant
before these restrictions have lapsed, except with the consent of the Company;
and

<PAGE>

                  (iii) the Restricted Shares shall be subject to forfeiture
upon termination of the Participants employment with the Company to the extent
set forth in Section 6 below.

                  (b) Any attempt to dispose of Restricted Shares in a manner
contrary to the restrictions set forth in this Agreement shall be ineffective.

                  3. Vesting; When Restrictions Lapse.

                  Pursuant to terms of the Plan the Committee has determined
that the restrictions applicable to the Restricted Shares shall lapse and the
Restricted Shares shall vest on August 19, 2008, or at such earlier time as the
restrictions may lapse pursuant to the terms of the Plan.

                  4. Issuance of Stock Certificates for Shares.

                  The stock certificate or certificates representing the
Restricted Shares shall be issued promptly following the execution of this
Agreement, and shall be delivered to the Corporate Secretary or such other
custodian as may be designated by the Company, to be held until the restrictions
lapse. Such stock certificate or certificates shall bear the following legend:

                  "The transferability of this certificate and the shares of
stock represented hereby are subject to the terms and conditions (including
forfeiture) of a Restricted Stock Agreement entered into between the registered
owner and Farmers & Merchants Bancorp, Inc. Copies of such Agreement are on file
in the offices of the Corporate Secretary, Farmers & Merchants Bancorp, Inc.,
307-11 N. Defiance St., P.O. Box 216, Archbold, Ohio 43502-0216. which will be
provided, without charge, to the shareholder upon five days written request
therefore."

         Once the restrictions imposed by this Agreement have lapsed with
respect to the Restricted Shares, a stock certificate for the Restricted Shares
shall be returned and exchanged for a new unlegended stock certificate
representing the newly vested shares. The new certificates shall be delivered to
the Participant (or to the person to whom the rights of the Participant shall
have passed by will or the laws of descent and distribution) promptly after the
date on which the restrictions imposed on such shares by this Agreement have
lapsed, but not before the Participant has made arrangements satisfactory to the
Company for tax withholding (as required by Section 5), and provided that any
certificate representing the portion of the newly vested shares (if any) that
the Participant applies to satisfy his or her tax withholding obligations
pursuant to Section 5(b) below shall be delivered to the Company rather than the
Participant.

                  5. Tax Reporting and Withholding.

                  The Participant is an employee of either the Company, or a
Subsidiary, as such terms are defined in the Plan. The Company will make and
file, or cause to made and filed by the Subsidiary that employs the Participant,
all required tax reports with respect to federal, state, and local taxes
applicable to the Restricted Shares.

                  Upon the earlier to occur of (i) the date the restrictions
applicable to the Restricted Shares lapse under the terms of this Agreement, or
(ii) the Participant makes a valid election under Section 83 (b) of the Internal
Revenue Code of 1986, as amended (the "Code"), the Company shall notify the
Participant of the amount of tax that must be withheld by the Company under all
applicable federal, state, and local tax laws. The Participant agrees to make
arrangements with the Company to (a) remit the required amount to the Company,
or its Subsidiary, in cash, (b) deliver to the Company, or its Subsidiary,
shares of Common Stock currently held by the Participant (including newly vested
Restricted Shares) with a value equal to the required amount, (c) authorize


<PAGE>

the deduction of the required amount from the Participant's compensation, or (d)
otherwise provide for payment of the required amount in a manner satisfactory to
the Company, or its Subsidiary.


         Participant will give reasonable advance notice to the Company of an
intention to make an election pursuant to Section 83 (b) of the Code and will
cooperate with the Company in connection with the timing of such election.
Participant shall be solely responsible for any filings, including the
timeliness thereof, of any election made by the Participant under Section 83 (b)
of the Code.

         6. Grant Not to Affect Employment.


                  Neither this Agreement nor the Restricted Shares granted
hereunder shall confer upon the Participant any right to continued employment
with the Company, or any Subsidiary.

         7. Miscellaneous.

                  a. Unless otherwise set forth in this Agreement the Restricted
Shares are subject to all of the provision applicable to Incentive Awards and
Restricted Share Awards as set forth in the Plan.

                  b. This Agreement may be executed in one or more counterparts,
all of which taken together will constitute one and the same instrument.

                  c. The terms of this Agreement may only be amended, modified
or waived by a written agreement executed by both of the parties hereto.

                  d. The validity, performance, construction and effect of this
Agreement shall be governed by the laws of the State of Ohio, without giving
effect to principles of conflicts of law; provided, however, that matters of
corporate law, including the issuance of shares of Common Stock, shall be
governed by the Ohio General Corporation Law.

         IN WITNESS WHEREOF, the parties have executed this Agreement on the
date and year first above written.


ATTEST:                                   FARMERS & MERCHANTS BANCORP, INC.



- ----------------------------------        --------------------------------------
Lydia A. Huber
Corporate Secretary                       By:
                                             -----------------------------------


                                          Its:
                                              ----------------------------------

EMPLOYEE



- ------------------------------

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.1
<SEQUENCE>4
<FILENAME>k99341exv31w1.txt
<DESCRIPTION>SECTION 302 CERTIFICATION OF CHIEF EXECUTIVE OFFICER
<TEXT>
<PAGE>

Exhibit 31.1

                                 CERTIFICATIONS

I, Paul S. Siebenmorgen, President and CEO of Farmers & Merchants Bancorp, Inc.,
certify that:

      1     I have reviewed this quarterly report on Form 10-Q of Farmers &
            Merchants Bancorp, Inc.;

      2     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;

      3     Based on my knowledge, the financial statements, and other financial
            information included in this quarterly 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;

      4     The registrant's other certifying officer(s) 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 the
            Exchange Acts 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

      5     The registrant's other certifying officer(s) 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 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 controls 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: October 26, 2005                   /s/ Paul S. Siebenmorgen
                                         ---------------------------------------
                                         Paul S. Siebenmorgen
                                         President and Chief Executive Officer
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.2
<SEQUENCE>5
<FILENAME>k99341exv31w2.txt
<DESCRIPTION>SECTION 302 CERTIFICATION OF CHIEF FINANCIAL OFFICER
<TEXT>
<PAGE>

Exhibit 31.2

                                 CERTIFICATIONS

I, Barbara J. Britenriker, Executive Vice-President and CFO of Farmers &
Merchants Bancorp, Inc., certify that:

      1     I have reviewed this quarterly report on Form 10-Q of Farmers &
            Merchants Bancorp, Inc.;

      2     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;

      3     Based on my knowledge, the financial statements, and other financial
            information included in this quarterly 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;

      4     The registrant's other certifying officer(s) 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 the
            Exchange Acts 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

      5     The registrant's other certifying officer(s) 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 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 controls 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: October 26, 2005                             /s/ Barbara J. Britenriker
                                                   -----------------------------
                                                   Barbara J Britenriker
                                                   Executive Vice President and
                                                     Chief Financial Officer
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32.1
<SEQUENCE>6
<FILENAME>k99341exv32w1.txt
<DESCRIPTION>SECTION 906 CERTIFICATION OF CHIEF EXECUTIVE OFFICER
<TEXT>
<PAGE>

Exhibit 32.1     ADDITIONAL EXHIBIT CERTIFICATIONS - ITEM 601(b)

                  CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
                       PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the Quarterly Report of Farmers & Merchants Bancorp, Inc. on
Form 10-Q for the period ending September 30, 2005, as filed with the Securities
and Exchange Commission ("the report"), I, Paul S. Siebenmorgen, President and
Chief Executive Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

      1     The Report fully complies with the requirements of Section 13(a) or
            15(d) of the Securities Exchange Act of 1934; and

      2     The information contained in the Report fairly presents, in all
            material respects, the financial condition and results of operations
            of Farmers & Merchants Bancorp, Inc. as of the dates and for the
            periods expressed in the Report.

Date: October 26, 2005                    /s/ Paul S. Siebenmorgen
                                          --------------------------------------
                                          Paul S. Siebenmorgen, President and
                                            Chief Executive Officer

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32.2
<SEQUENCE>7
<FILENAME>k99341exv32w2.txt
<DESCRIPTION>SECTION 906 CERTIFICATION OF CHIEF FINANCIAL OFFICER
<TEXT>
<PAGE>

Exhibit 32.2

                  CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
                       PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the Quarterly Report of Farmers & Merchants Bancorp, Inc. on
Form 10-Q for the period ending September 30, 2005, as filed with the Securities
and Exchange Commission ("the report"), I, Barbara J. Britenriker, Exec.
Vice-President and Chief Financial Officer, certify, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that:

      1     The Report fully complies with the requirements of Section 13(a) or
            15(d) of the Securities Exchange Act of 1934; and

      2     The information contained in the Report fairly presents, in all
            material respects, the financial condition and results of operations
            of Farmers & Merchants Bancorp, Inc. as of the dates and for the
            periods expressed in the Report.

Date: October 26, 2005              /s/ Barbara J. Britenriker
                                    --------------------------------------------
                                    Barbara J. Britenriker, Exec. Vice President
                                      and Chief Financial Officer
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
