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<SEC-DOCUMENT>0000950124-05-000981.txt : 20050222
<SEC-HEADER>0000950124-05-000981.hdr.sgml : 20050222
<ACCEPTANCE-DATETIME>20050222144211
ACCESSION NUMBER:		0000950124-05-000981
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		7
CONFORMED PERIOD OF REPORT:	20050218
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20050222
DATE AS OF CHANGE:		20050222

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:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-14492
		FILM NUMBER:		05630751

	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>8-K
<SEQUENCE>1
<FILENAME>k92434e8vk.txt
<DESCRIPTION>CURRENT REPORT, DATED FEBRUARY 18, 2005
<TEXT>
<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                             CURRENT REPORT PURSUANT
                          TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) February 18, 2005

                        Farmers & Merchants Bancorp, Inc.
- --------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

          Ohio                         000-14492                 34-1469491
- --------------------------------------------------------------------------------
(State or Other Jurisdiction    (Commission File Number)     (IRS Employer
of Incorporation)                                            Identification No.)

           307-11 N. Defiance,          Archbold, Ohio            43502
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices)                          (Zip Code)

Registrant's Telephone Number, including Area Code   (419) 446-2501

                                       N/A
- --------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(C) under the Exchange
Act (17-CFR 240.13e-4(c))

<PAGE>

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

      On February 18, 2005, the following executive officers of the Company
entered into Change in Control Agreements (the "Control Agreements") with the
Company: Paul S. Siebenmorgen, the Company's President and CEO; Barbara J.
Britenriker, the Company's SVP, CFO and Comptroller; Edward A. Leininger, EVP,
Senior Commercial Loan Officer and COO of the Company's wholly-owned commercial
bank subsidiary, The Farmers & Merchants State Bank; and Rex D. Rice, EVP and
Senior Commercial Loan Officer of The Farmers & Merchants State Bank. The
Control Agreements provide for the payment of "One Year of Compensation", along
with the continuation of certain insurance benefits, in the event the respective
executive officer is terminated or resigns under certain circumstances related
to a "Change in Control" of the Company. The terms "Change in Control" and "One
Year of Compensation" are each defined under the Control Agreements, executed
copies of which are provided herewith as Exhibits 10.1 through 10.4.

      On May 7, 2004 (the "Effective Date"), the Company entered into an
agreement with Paul S. Siebenmorgen (the "Agreement") which outlines the basic
terms of his employment with the Company. The material terms of the Agreement
include an annual base salary of $175,000 (effective at such time as he becomes
President and CEO of the Company); the potential for additional annual cash
bonuses; an award of Company Stock valued at $30,000 as of the Effective Date;
and customary employee benefits, including four weeks of annual paid vacation,
life and health insurance, and eligibility to participate in the Company's
401(k) plan subject to its terms. The Agreement also contemplates Mr.
Siebenmorgen's participation in the Company's proposed long-term incentive
compensation plan that will be voted upon by the Company's shareholders at the
upcoming annual meeting. A copy of the Agreement is provided herewith as Exhibit
10.5.

ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
           DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.

      Effective February 18, 2005, Joe E. Crossgrove has been promoted from
President and Chief Executive Officer to Chairman of the Company. Mr. Crossgrove
has been an associate of The Farmers & Merchants State Bank for over 43 years
and has served as the Company's President and Chief Executive Officer since
1997. Mr. Crossgrove is assuming the Chairman position following the retirement
of Eugene D. Bernath from his positions as both a member of the Board of
Directors and the Chairman of the Company. Mr. Bernath's retirement also became
effective February 18, 2005.

      Effective February 18, 2005, Paul S. Siebenmorgen has accepted the
position of President and Chief Executive Officer of the Company. Mr.
Siebenmorgen originally joined the Company's organization in May 2004 as a
Senior Executive Vice President of the Company. Prior to that, Mr. Siebenmorgen
was employed with Lincoln Bank, an Indiana chartered savings association located
in Plainfield, Indiana with assets of

<PAGE>

approximately $830 million, where he held the positions of Senior Vice President
and Chief Lending Officer. Mr. Siebenmorgen had been employed with Lincoln Bank
since 2000. The material terms of Mr. Siebenmorgen's Employment Agreement with
the Company are discussed in Item 1.01 of this Current Report on Form 8-K.

      Mr. Siebenmorgen has also been appointed to the Board of Directors to fill
the vacancy created by the retirement of Mr. Bernath. Mr. Seibenmorgen has not
yet been appointed to any particular Committees of the Company's Board of
Directors at this time.

      Mr. Siebenmorgen is not currently a director of any other reporting
company, and Mr. Siebenmorgen has no family relationships with any other
director or executive officer of the Company. Mr. Siebenmorgen has been, and
will likely continue to be, a customer of the Bank in the ordinary course of
business. Any transactions between Mr. Siebenmorgen and the Bank, including loan
transactions, were made, and will continue to be made in the future, on
substantially the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with other persons not
employed by the Company or the Bank. Any existing loan transactions between Mr.
Siebenmorgen and the Bank do not involve more than the normal risk of
collectability or present other unfavorable features.

      A copy of the press release announcing each of the personnel changes
described in this Item 5.02, dated February 18, 2005, is attached hereto as
Exhibit 99.1.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

The following exhibits are filed with or incorporated by reference into this
Current Report on Form 8-K:

<TABLE>
<CAPTION>
Number                        Exhibit
- ------                        --------
<S>      <C>
 10.1    Change in Control Agreement executed by and between the Company and
         Paul S.Siebenmorgen on February 18, 2005.

 10.2    Change in Control Agreement executed by and between the Company and
         Barbara J.Britenriker on February 18, 2005

 10.3    Change in Control Agreement executed by and between the Company and
         Edward A. Leininger on February 18, 2005

 10.4    Change in Control Agreement executed by and between the Company and
         Rex D. Rice on February 18, 2005

 10.5    Employment Agreement by and between the Company and Paul S.
         Siebenmorgen, dated May 7, 2004

 99.1    Company Press Release dated February 18, 2005
</TABLE>

<PAGE>

                                    SIGNATURE

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto authorized.

      Dated: February 18, 2005

                                             /s/ Paul S. Siebenmorgen
                                             -----------------------------------
                                             Paul S. Siebenmorgen
                                             President & Chief Executive Officer

                                             /s/ Barbara J. Britenriker
                                             -----------------------------------
                                             Barbara J. Britenriker
                                             Executive Vice President &
                                             Chief Financial Officer

<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
Number                      Description of Exhibit
- -------                     -----------------------
<S>      <C>
 10.1    Change in Control Agreement executed by and between the Company and
         Paul S.Siebenmorgen on February 18, 2005.

 10.2    Change in Control Agreement executed by and between the Company and
         Barbara J.Britenriker on February 18, 2005

 10.3    Change in Control Agreement executed by and between the Company and
         Edward A.Leininger on February 18, 2005

 10.4    Change in Control Agreement executed by and between the Company and
         Rex D. Rice on  February 18, 2005

 10.5    Employment Agreement by and between the Company and Paul S.
         Siebenmorgen, dated May 7, 2004

 99.1    Company Press Release dated February 18, 2005
</TABLE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>k92434exv10w1.txt
<DESCRIPTION>CHANGE IN CONTROL AGREEMENT - PAUL S. SIEBENMORGEN
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.1

                      FARMERS & MERCHANTS STATE BANK, INC.
                               CHANGE IN CONTROL -
                        SEVERANCE COMPENSATION AGREEMENT

      This is a Change in Control - Severance Compensation Agreement (the
"Agreement") made by and between Farmers & Merchants State Bank ("Company") and
Paul S. Siebenmorgen ("Executive").

                                    RECITALS

      WHEREAS, Company is a bank which is engaged in the business of banking and
businesses incidental thereto.

      WHEREAS, Executive possesses unique skills, knowledge and experience
relating to the business of the Company.

      WHEREAS, Company desires to recognize the past and future services of
Executive, and, in that connection, Executive desires to be assured that, in the
event of a change in the control of Company, Executive will be provided with an
adequate severance payment for termination without cause or as compensation for
Executive's Severance because of a material change in his duties and functions.

      WHEREAS, Company desires to be assured of the objectivity of Executive in
evaluating a potential change of control and advising whether or not a potential
change of control is in the best interest of Company and its shareholders.

      WHEREAS, Company desires to induce Executive to remain in the employ of
the Company (as hereinafter defined) following a change of control to provide
for continuity of management.

      NOW, THEREFORE, in consideration of the premises and of their mutual
covenants expressed in this Agreement, the parties hereto make the following
agreement, intending to be legally bound thereby:

SECTION 1 - DEFINITIONS

A.    Board - "Board" shall mean the Board of Directors of Company.

B.    Cause - "Cause" shall mean and be limited to Executive's (a) criminal
      dishonesty, (b) failure to perform his duties on an exclusive and
      substantially full-time basis (unless unable to so perform by reason of
      disability), (c) failure to act in accordance with any specific
      substantive instructions given by Company with respect to Executive's

                                                                               1

<PAGE>

      performance of duties normally associated with his position prior to the
      Change in Control (unless unable to so perform by reason of disability),
      or (d) engaging in conduct which could be materially damaging to Company
      without a reasonable good faith belief that such conduct was in the best
      interest of Company.

C.    Change in Control - A "Change" in Control" shall result if, and shall be
      deemed to have occurred on the date of, a transaction pursuant to which:

      1.    Any person or group (as such terms are used in connection with
            Sections 13(d) and 14(d) of the Exchange Act) is or becomes the
            "beneficial owner" (as defined in Rule 13(d)(3) and 13(d)(5) under
            the Exchange Act), directly or indirectly, of securities of the
            Company representing 35% or more of the combined voting power of the
            Company's then outstanding securities;

      2.    A merger, consolidation, sale of assets, reorganization, or proxy
            contest is consummated and, as a consequence of which, members of
            the Board in office immediately prior to such transaction or event
            constitute less than a majority of the Board thereafter;

      3.    During any period of 24 consecutive months, individuals who at the
            beginning of such period constitute the Board (including for this
            purpose any new director whose election or nomination for election
            by the Company's stockholders was approved by a vote of at least
            one-half of the directors then still in office who were directors at
            the beginning of such period) cease for any reason to constitute at
            least a majority of the Board; or

      4.    A merger, consolidation or reorganization is consummated with any
            other corporation pursuant to which the shareholders of the Company
            immediately prior to the merger, consolidation or reorganization do
            not immediately thereafter directly or indirectly own more than
            fifty percent (50%) of the combined voting power of the voting
            securities entitled to vote in the election of directors of the
            merged, consolidated or reorganized entity.

      Notwithstanding the foregoing, no trust Department or designated fiduciary
      or other trustee of such trust department of the Company or a subsidiary
      of the Company, or other similar fiduciary capacity of the Company with
      direct voting control of the stock shall be treated as a person or group
      within the meaning of subsection C.1. hereof. Further, no profit-sharing,
      employee stock ownership, employee stock purchase and savings, employee
      pension, or other employee benefit plan of the Company or any of its
      subsidiaries, and no Trustee of any such plan in its capacity as such
      Trustee, shall be treated as a person or group within the meaning of
      subsection C.1. hereof.

D.    Code - "Code" shall mean the Internal Revenue Code of 1986, as amended
      from time to time.

E.    Company - "Company" shall include Farmers & Merchants Bancorp, Inc. and
      any

                                                                               2
<PAGE>

      members of its Affiliated Group, as that term is defined in Section 1504
      of the Code, and shall include any predecessor corporations of the Company
      and its Affiliated Group.

F.    Disability - "Disability" shall mean disability as determined under the
      plans, policies or programs applicable to the Executive and if no such
      plan, policy or program exists, "disability" shall mean the Executive is
      unable to perform the material and substantial functions or duties of the
      Executive's position due a medical condition (including mental
      conditions).

G.    Exchange Act - "Exchange Act" means The Securities Exchange Act of 1934.

H.    One Year of Compensation - "One Year of Compensation" means the annual
      equivalent of the highest rate of the Executive's salary in effect during
      the one-year period ending with the date of the Change in Control, and the
      average amount paid in bonus and other incentive compensation for the
      three year period ending with the date of the Change in Control.

SECTION 2 - TERM OF AGREEMENT

This Agreement shall be effective from the date of this Agreement until the
Agreement Termination Date, which is the later of: (i) Company's payment of any
amounts due under Sections 4 and 6, and (ii) the earliest of:

A.    The date this Agreement is mutually rescinded.

B.    The date prior to a Change in Control on which the Executive's employment
      with the Company is terminated by death, retirement, disability,
      resignation, or dismissal for any reason.

C.    The date Executive's employment is terminated for Cause after a Change in
      Control.

D.    The date which is two (2) years after the date of a Change in Control.

E.    The date which the Company or any other member of its Affiliated Group,
      and over which Executive has managerial control, or which employs
      Executive, and which is a depository institution that is insured by an
      agency of any state or the United States Federal Government:

      1.    becomes insolvent; or

      2.    has appointed any conservator or receiver; or

      3.    is determined by an appropriate federal banking agency to be in a
            troubled condition, as defined in the applicable law and
            regulations; or

                                                                               3

<PAGE>

      4.    is assigned a composite rating of 4 or 5 by the appropriate federal
            banking agency or is informed in writing by the Federal Deposit
            Insurance Corporation that it is rated a 4 or 5 under the Uniform
            Financial Institution's Rating System of the Federal Financial
            Institutions Examination Council; or

      5.    has initiated against it by the Federal Deposit Insurance
            Corporation a proceeding to terminate or suspend deposit insurance;
            or

      6.    reasonably determines in good faith and with due care that the
            payments called for under this Agreement, or the obligations and
            promises assumed and made under this Agreement have become
            proscribed under applicable law or regulations. Provided, however,
            if such law or regulations apply prospectively only, or for some
            other reason do not apply to this Agreement, then this Agreement
            shall not be deemed by Company to be proscribed.

SECTION 3 - REDUCTION IN COMPENSATION PROSCRIBED AFTER A CHANGE IN CONTROL

During the term of this Agreement from the date of a Change in Control forward,
Executive shall receive as compensation, while still employed by Company, a
salary at a rate no less than the highest rate in effect during the one-year
period before the Change in Control, and shall, in addition, be entitled to
receive a bonus equal to at least the average of the last three years of bonuses
paid before the Change in Control. In addition, during such period, the Company
shall provide for Executive all of the fringe benefits and other perquisites as
provided to any similarly situated employee of the Company, including but not
limited to retirement benefits, health, disability, dental, life insurance, club
memberships, etc., all of which shall be at levels and amounts no less favorable
than levels and amounts in effect as of the Change in Control and at the same
cost to Executive as provided to any similarly situated employee of Company.

SECTION 4 - PAYMENTS AND BENEFITS FOR TERMINATION OF EMPLOYMENT RELATED TO A
CHANGE IN CONTROL

A.    If during the term of this Agreement and:

      1.    Within four (4) months before the date of a Change in Control, as
            defined in Agreement Section 1.C. (1, 2 and 4), Executive resigns
            because he has: (i) had his compensation reduced, or (ii) had his
            principal place of employment transferred away from Fulton County,
            Defiance County or a county contiguous to Fulton County Ohio;

      2.    Within two (2) years after the date of a Change in Control,
            Executive is discharged without Cause or Executive resigns because
            he has: (i) had his compensation reduced or, (ii) had his principal
            place of employment transferred away from Fulton County, Defiance
            County or a county contiguous to Fulton County Ohio ; or

      3.    Within one year before the date of a Change in Control, the
            Executive is discharged by Company other than for Cause;


                                                                               4


<PAGE>

      Then the Company shall make the payments to Executive set forth in
      subsection B of this Section 4.

B.    In the event of the termination of Executive's employment as described in
      Section 4.A. Executive shall be entitled to receive One Year of
      Compensation paid in either of the following methods as determined in the
      sole discretion of the Company:

      1.    in one lump sum payment within fourteen (14) days of the later of
            termination or Change in Control; or

      2.    in twenty-four (24) semi-monthly payments of 1/24 of One Year of
            Compensation beginning within fourteen (14) days of the later of
            termination or Change in Control.

C.    If Executive's employment is terminated as described in Section 4.A. (1 or
      2), then in addition to the above cash payment(s), Company shall continue
      at no cost to Executive for the term of the Benefit Period as defined
      below, Executive's coverage in Company's health, disability, dental, and
      life insurance at the same levels that had been provided immediately prior
      to his termination of employment. The Benefit Period shall commence on the
      date of termination of the Executive's employment and shall end on the
      last day of the 12th consecutive whole month thereafter.

D.    In the event Executive dies before collecting all amounts and benefits due
      under this Section, any payments owed shall be paid to the person or
      persons as stated in the last designation of beneficiary concerning this
      Agreement signed by Executive and filed with Company, and if no such
      designation has been made, then to the surviving spouse, and if there is
      no surviving spouse, to his/her estate.

E.    The payments and benefits provided for herein are in lieu of compensation,
      benefits or amounts the Executive might otherwise be entitled to from the
      Company by reason of termination of employment (except as required or
      mandated by law).

F.    In the event the payments required under this Agreement, when added
      together with any other amounts required to be included by Executive under
      the provisions of the Code, result in an "Excess Parachute Payment," as
      that term is defined in Section 280G of the Code, then the amount of the
      payments provided for in this Agreement shall be increased in an amount
      equal to 140% of any excise tax imposed under Section 4999 (or any
      successor thereto) of the Code and otherwise payable by the Executive.

G.    Any subsequent employment by Executive shall not reduce the obligation of
      the Company to make the full payments and provide the full benefits
      specified herein and Executive shall have no obligation to seek other
      employment or otherwise mitigate the effect of his discharge from
      employment.

                                                                               5
<PAGE>

SECTION 5 - PROVISION FOR OUTPLACEMENT SERVICES

In the event of the termination of employment of Executive as specified in
Section 4.A. (1 and 2) of this Agreement, Executive shall be entitled to six
months of out-placement services following termination of employment. Such
services shall include employment counseling, resume services, executive
placement services and similar services generally provided to executives by
professional executive out placement service providers. All costs of such out
placement services shall be paid for by the Company.

SECTION 6 - ARBITRATION

Subject to the Company's right to seek injunctive relief under Section 8 of this
Agreement, the parties hereto agree to arbitrate any issue, misunderstanding,
disagreement or dispute in connection with the terms in effect in this Agreement
before an arbitrator or an arbitration panel as hereinafter. The parties may
agree to one mutually acceptable arbitrator. If the parties have been unable to
agree upon one arbitrator, then each party may appoint one arbitrator and the
two appointed arbitrators shall appoint a third neutral arbitrator. If the
arbitrators selected by the parties are unable or fail to agree upon the third
arbitrator, an Ohio common pleas court judge located in Fulton County Ohio
chosen at random shall select the third arbitrator. Failure by a party to
appoint an arbitrator, within 30 days of receipt of notice of the appointment of
an arbitrator by the other party, shall be deemed as acceptance of arbitration
by such single arbitrator. The arbitration shall occur in Archbold, Ohio, or
such other place as mutually agreed upon. The prevailing party shall be entitled
to recover any and all costs associated with any arbitration proceeding (and any
subsequent proceeding to enforce rights thereunder) including the recovery of
reasonable attorneys fees. Judgment on the award rendered by the arbitrator(s)
may be entered in any court having jurisdiction thereof.

SECTION 7 - RIGHT TO OTHER BENEFITS

Nothing in this Agreement shall abridge, eliminate, or cause Executive to lose
Executive's right or entitlement to any other Company benefit to which Executive
may be entitled due to his status as an employee under any plan or policy of
Company on such terms and conditions as are required of any employee under any
plan or policy of Company. Further, nothing in this Agreement shall create in
Executive any greater rights or entitlements, except as specified in this
Agreement. The plans and policies referred to in this Section 7 include, but are
not limited to, qualified and nonqualified retirement plans, life insurance
plans, dental, disability or health insurance benefits, severance policies, and
accrued vacation pay.

SECTION 8 - MISCELLANEOUS

A.    Notice and Payments

      All payments required or permitted to be made under the provisions of this
      Agreement, and all notices and other communications required or permitted
      to be given or delivered under this Agreement to Company or to Executive,
      which notices or communications must be in writing, shall be deemed to
      have been given if delivered by hand, or mailed by first-class mail,
      addressed as follows:

                                                                               6
<PAGE>

      1.    If to Company:

            Farmers & Merchants State Bank
            Attn: Chairman, Compensation Committee
            307-11 N. Defiance Street
            Box 216
            Archbold, OH 43502

      2.    If to Executive:

            Paul S. Siebenmorgen
            405 Quail Run
            Archbold, Ohio 43502

      Company or Executive may, by notice given to the other from time to time
      and at any time, designate a different address for making payments
      required to be made, and for the giving of notices or other communications
      required or permitted to be given, to the party designating such new
      address.

B.    Payroll Taxes

      Any payment required or permitted to be made or given to Executive under
      this Agreement shall be subject to the withholding and other requirements
      of applicable laws, and to the deduction requirements of any benefit plan
      maintained by Company in which Executive is a participant, and to all
      reporting, filing and other requirements in respect of such payments, and
      Company shall use its best efforts promptly to satisfy all such
      requirements.

C.    Governing Law

      This Agreement shall be governed by and construed in accordance with the
      laws of the State of Ohio.

D.    Duplicate Originals

      This Agreement may be executed in one or more counterparts, each of which
      shall be deemed to be a duplicate original, but all of which, taken
      together, shall constitute a single instrument.

E.    Captions

        The captions contained in this Agreement are included only for
        convenience of reference and do not define, limit, explain or modify
        this Agreement or its interpretations, construction or meaning and are
        in no way to be construed as a part of this Agreement.

                                                                               7
<PAGE>

F.    Severability

      If any provision of this Agreement or the application of any provision to
      any person or any circumstances shall be determined to be invalid or
      unenforceable, such provision or portion thereof shall nevertheless be
      effective and enforceable to the extent determined reasonable. Such
      determination shall not affect any other provision of this Agreement or
      the application of said provision to any other person or circumstance, all
      of which other provisions shall remain in full force and effect, and it is
      the intention of Company and Executive that if any provision of this
      Agreement is susceptible of two or more constructions, one of which would
      render the provision enforceable and the other or others of which would
      render the provisions unenforceable, then the provisions shall have the
      meaning which renders it enforceable.

G.    Number and Gender

      When used in this Agreement, the number and gender of each pronoun shall
      be construed to be such number and gender as the context, circumstances or
      its antecedent may require.

H.    Successors and Assigns

      This Agreement shall inure to the benefit of and be binding upon the
      successors and assigns (including successive, as well as immediate,
      successors and assigns) of Company; provided, however, that Company may
      not assign this Agreement or any of its rights or obligations hereunder to
      any party other than a corporation which succeeds to substantially all of
      the business and assets of Company by merger, consolidation, sale of
      assets or otherwise. This Agreement shall inure to the benefit of and be
      binding upon the successor and assigns (including successive, as well as
      immediate, successors and assigns) of Executive; provided, however, that
      the right of Executive under this Agreement may be assigned only to his
      personal representative or trustee or by will or pursuant to applicable
      laws of descent and distribution.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
on and to be effective on February 18, 2005.

IN THE PRESENCE OF:                       EXECUTIVE

                                           /s/ Paul S. Siebenmorgen
- -------------------------------           --------------------------------------
                                          Paul S. Siebenmorgen
- -------------------------------

IN THE PRESENCE OF:                       FARMERS & MERCHANTS
                                          STATE BANK

                                          By:  /s/ Joe. E. Crossgrove
- -------------------------------                ---------------------------------
                                          Its: Chairman
- -------------------------------

                                                                               8
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>k92434exv10w2.txt
<DESCRIPTION>CHANGE IN CONTROL AGREEMENT - BARBARA J. BRITENRIKER
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.2

                      FARMERS & MERCHANTS STATE BANK, INC.
                               CHANGE IN CONTROL -
                        SEVERANCE COMPENSATION AGREEMENT

      This is a Change in Control - Severance Compensation Agreement (the
"Agreement") made by and between Farmers & Merchants State Bank ("Company") and
Barbara J. Britenriker ("Executive").

                                    RECITALS

      WHEREAS, Company is a bank which is engaged in the business of banking and
businesses incidental thereto.

      WHEREAS, Executive possesses unique skills, knowledge and experience
relating to the business of the Company.

      WHEREAS, Company desires to recognize the past and future services of
Executive, and, in that connection, Executive desires to be assured that, in the
event of a change in the control of Company, Executive will be provided with an
adequate severance payment for termination without cause or as compensation for
Executive's Severance because of a material change in his duties and functions.

      WHEREAS, Company desires to be assured of the objectivity of Executive in
evaluating a potential change of control and advising whether or not a potential
change of control is in the best interest of Company and its shareholders.

      WHEREAS, Company desires to induce Executive to remain in the employ of
the Company (as hereinafter defined) following a change of control to provide
for continuity of management.

      NOW, THEREFORE, in consideration of the premises and of their mutual
covenants expressed in this Agreement, the parties hereto make the following
agreement, intending to be legally bound thereby:

SECTION 1 - DEFINITIONS

A.    Board - "Board" shall mean the Board of Directors of Company.

B.    Cause - "Cause" shall mean and be limited to Executive's (a) criminal
      dishonesty, (b) failure to perform his duties on an exclusive and
      substantially full-time basis (unless unable to so perform by reason of
      disability), (c) failure to act in accordance with any specific
      substantive instructions given by Company with respect to Executive's

                                                                               1
<PAGE>

      performance of duties normally associated with his position prior to the
      Change in Control (unless unable to so perform by reason of disability),
      or (d) engaging in conduct which could be materially damaging to Company
      without a reasonable good faith belief that such conduct was in the best
      interest of Company.

C.    Change in Control - A "Change" in Control" shall result if, and shall be
      deemed to have occurred on the date of, a transaction pursuant to which:

      1.    Any person or group (as such terms are used in connection with
            Sections 13(d) and 14(d) of the Exchange Act) is or becomes the
            "beneficial owner" (as defined in Rule 13(d)(3) and 13(d)(5) under
            the Exchange Act), directly or indirectly, of securities of the
            Company representing 35% or more of the combined voting power of the
            Company's then outstanding securities;

      2.    A merger, consolidation, sale of assets, reorganization, or proxy
            contest is consummated and, as a consequence of which, members of
            the Board in office immediately prior to such transaction or event
            constitute less than a majority of the Board thereafter;

      3.    During any period of 24 consecutive months, individuals who at the
            beginning of such period constitute the Board (including for this
            purpose any new director whose election or nomination for election
            by the Company's stockholders was approved by a vote of at least
            one-half of the directors then still in office who were directors at
            the beginning of such period) cease for any reason to constitute at
            least a majority of the Board; or

      4.    A merger, consolidation or reorganization is consummated with any
            other corporation pursuant to which the shareholders of the Company
            immediately prior to the merger, consolidation or reorganization do
            not immediately thereafter directly or indirectly own more than
            fifty percent (50%) of the combined voting power of the voting
            securities entitled to vote in the election of directors of the
            merged, consolidated or reorganized entity.

      Notwithstanding the foregoing, no trust Department or designated fiduciary
      or other trustee of such trust department of the Company or a subsidiary
      of the Company, or other similar fiduciary capacity of the Company with
      direct voting control of the stock shall be treated as a person or group
      within the meaning of subsection C.1. hereof. Further, no profit-sharing,
      employee stock ownership, employee stock purchase and savings, employee
      pension, or other employee benefit plan of the Company or any of its
      subsidiaries, and no Trustee of any such plan in its capacity as such
      Trustee, shall be treated as a person or group within the meaning of
      subsection C.1. hereof.

D.    Code - "Code" shall mean the Internal Revenue Code of 1986, as amended
      from time to time.

E.    Company - "Company" shall include Farmers & Merchants Bancorp, Inc. and
      any

                                                                               2
<PAGE>

      members of its Affiliated Group, as that term is defined in Section 1504
      of the Code, and shall include any predecessor corporations of the Company
      and its Affiliated Group.

F.    Disability - "Disability" shall mean disability as determined under the
      plans, policies or programs applicable to the Executive and if no such
      plan, policy or program exists, "disability" shall mean the Executive is
      unable to perform the material and substantial functions or duties of the
      Executive's position due a medical condition (including mental
      conditions).

G.    Exchange Act - "Exchange Act" means The Securities Exchange Act of 1934.

H.    One Year of Compensation - "One Year of Compensation" means the annual
      equivalent of the highest rate of the Executive's salary in effect during
      the one-year period ending with the date of the Change in Control, and the
      average amount paid in bonus and other incentive compensation for the
      three year period ending with the date of the Change in Control.

SECTION 2 - TERM OF AGREEMENT

This Agreement shall be effective from the date of this Agreement until the
Agreement Termination Date, which is the later of: (i) Company's payment of any
amounts due under Sections 4 and 6, and (ii) the earliest of:

A.    The date this Agreement is mutually rescinded.

B.    The date prior to a Change in Control on which the Executive's employment
      with the Company is terminated by death, retirement, disability,
      resignation, or dismissal for any reason.

C.    The date Executive's employment is terminated for Cause after a Change in
      Control.

D.    The date which is two (2) years after the date of a Change in Control.

E.    The date which the Company or any other member of its Affiliated Group,
      and over which Executive has managerial control, or which employs
      Executive, and which is a depository institution that is insured by an
      agency of any state or the United States Federal Government:

      1.    becomes insolvent; or

      2.    has appointed any conservator or receiver; or

      3.    is determined by an appropriate federal banking agency to be in a
            troubled condition, as defined in the applicable law and
            regulations; or

                                                                               3
<PAGE>

      4.    is assigned a composite rating of 4 or 5 by the appropriate federal
            banking agency or is informed in writing by the Federal Deposit
            Insurance Corporation that it is rated a 4 or 5 under the Uniform
            Financial Institution's Rating System of the Federal Financial
            Institutions Examination Council; or

      5.    has initiated against it by the Federal Deposit Insurance
            Corporation a proceeding to terminate or suspend deposit insurance;
            or

      6.    reasonably determines in good faith and with due care that the
            payments called for under this Agreement, or the obligations and
            promises assumed and made under this Agreement have become
            proscribed under applicable law or regulations. Provided, however,
            if such law or regulations apply prospectively only, or for some
            other reason do not apply to this Agreement, then this Agreement
            shall not be deemed by Company to be proscribed.

SECTION 3 - REDUCTION IN COMPENSATION PROSCRIBED AFTER A CHANGE IN CONTROL

During the term of this Agreement from the date of a Change in Control forward,
Executive shall receive as compensation, while still employed by Company, a
salary at a rate no less than the highest rate in effect during the one-year
period before the Change in Control, and shall, in addition, be entitled to
receive a bonus equal to at least the average of the last three years of bonuses
paid before the Change in Control. In addition, during such period, the Company
shall provide for Executive all of the fringe benefits and other perquisites as
provided to any similarly situated employee of the Company, including but not
limited to retirement benefits, health, disability, dental, life insurance, club
memberships, etc., all of which shall be at levels and amounts no less favorable
than levels and amounts in effect as of the Change in Control and at the same
cost to Executive as provided to any similarly situated employee of Company.

SECTION 4 - PAYMENTS AND BENEFITS FOR TERMINATION OF EMPLOYMENT RELATED TO A
CHANGE IN CONTROL

A.    If during the term of this Agreement and:

      1.    Within four (4) months before the date of a Change in Control, as
            defined in Agreement Section 1.C. (1, 2 and 4), Executive resigns
            because he has: (i) had his compensation reduced, or (ii) had his
            principal place of employment transferred away from Fulton County,
            Defiance County or a county contiguous to Fulton County Ohio;

      2.    Within two (2) years after the date of a Change in Control,
            Executive is discharged without Cause or Executive resigns because
            he has: (i) had his compensation reduced or, (ii) had his principal
            place of employment transferred away from Fulton County, Defiance
            County or a county contiguous to Fulton County Ohio ; or

      3.    Within one year before the date of a Change in Control, the
            Executive is discharged by Company other than for Cause;

                                                                               4
<PAGE>


      Then the Company shall make the payments to Executive set forth in
      subsection B of this Section 4.

B.    In the event of the termination of Executive's employment as described in
      Section 4.A. Executive shall be entitled to receive One Year of
      Compensation paid in either of the following methods as determined in the
      sole discretion of the Company:

      1.    in one lump sum payment within fourteen (14) days of the later of
            termination or Change in Control; or

      2.    in twenty-four (24) semi-monthly payments of 1/24 of One Year of
            Compensation beginning within fourteen (14) days of the later of
            termination or Change in Control.

C.    If Executive's employment is terminated as described in Section 4.A. (1 or
      2), then in addition to the above cash payment(s), Company shall continue
      at no cost to Executive for the term of the Benefit Period as defined
      below, Executive's coverage in Company's health, disability, dental, and
      life insurance at the same levels that had been provided immediately prior
      to his termination of employment. The Benefit Period shall commence on the
      date of termination of the Executive's employment and shall end on the
      last day of the 12th consecutive whole month thereafter.

D.    In the event Executive dies before collecting all amounts and benefits due
      under this Section, any payments owed shall be paid to the person or
      persons as stated in the last designation of beneficiary concerning this
      Agreement signed by Executive and filed with Company, and if no such
      designation has been made, then to the surviving spouse, and if there is
      no surviving spouse, to his/her estate.

E.    The payments and benefits provided for herein are in lieu of compensation,
      benefits or amounts the Executive might otherwise be entitled to from the
      Company by reason of termination of employment (except as required or
      mandated by law).

F.    In the event the payments required under this Agreement, when added
      together with any other amounts required to be included by Executive under
      the provisions of the Code, result in an "Excess Parachute Payment," as
      that term is defined in Section 280G of the Code, then the amount of the
      payments provided for in this Agreement shall be increased in an amount
      equal to 140% of any excise tax imposed under Section 4999 (or any
      successor thereto) of the Code and otherwise payable by the Executive.

G.    Any subsequent employment by Executive shall not reduce the obligation of
      the Company to make the full payments and provide the full benefits
      specified herein and Executive shall have no obligation to seek other
      employment or otherwise mitigate the effect of his discharge from
      employment.

                                                                               5
<PAGE>

SECTION 5 - PROVISION FOR OUTPLACEMENT SERVICES

In the event of the termination of employment of Executive as specified in
Section 4.A. (1 and 2) of this Agreement, Executive shall be entitled to six
months of out-placement services following termination of employment. Such
services shall include employment counseling, resume services, executive
placement services and similar services generally provided to executives by
professional executive out placement service providers. All costs of such out
placement services shall be paid for by the Company.

SECTION 6 - ARBITRATION

Subject to the Company's right to seek injunctive relief under Section 8 of this
Agreement, the parties hereto agree to arbitrate any issue, misunderstanding,
disagreement or dispute in connection with the terms in effect in this Agreement
before an arbitrator or an arbitration panel as hereinafter. The parties may
agree to one mutually acceptable arbitrator. If the parties have been unable to
agree upon one arbitrator, then each party may appoint one arbitrator and the
two appointed arbitrators shall appoint a third neutral arbitrator. If the
arbitrators selected by the parties are unable or fail to agree upon the third
arbitrator, an Ohio common pleas court judge located in Fulton County Ohio
chosen at random shall select the third arbitrator. Failure by a party to
appoint an arbitrator, within 30 days of receipt of notice of the appointment of
an arbitrator by the other party, shall be deemed as acceptance of arbitration
by such single arbitrator. The arbitration shall occur in Archbold, Ohio, or
such other place as mutually agreed upon. The prevailing party shall be entitled
to recover any and all costs associated with any arbitration proceeding (and any
subsequent proceeding to enforce rights thereunder) including the recovery of
reasonable attorneys fees. Judgment on the award rendered by the arbitrator(s)
may be entered in any court having jurisdiction thereof.

SECTION 7 - RIGHT TO OTHER BENEFITS

Nothing in this Agreement shall abridge, eliminate, or cause Executive to lose
Executive's right or entitlement to any other Company benefit to which Executive
may be entitled due to his status as an employee under any plan or policy of
Company on such terms and conditions as are required of any employee under any
plan or policy of Company. Further, nothing in this Agreement shall create in
Executive any greater rights or entitlements, except as specified in this
Agreement. The plans and policies referred to in this Section 7 include, but are
not limited to, qualified and nonqualified retirement plans, life insurance
plans, dental, disability or health insurance benefits, severance policies, and
accrued vacation pay.

SECTION 8 - MISCELLANEOUS

A.    Notice and Payments

      All payments required or permitted to be made under the provisions of this
      Agreement, and all notices and other communications required or permitted
      to be given or delivered under this Agreement to Company or to Executive,
      which notices or communications must be in writing, shall be deemed to
      have been given if delivered by hand, or mailed by first-class mail,
      addressed as follows:

                                                                               6
<PAGE>

      1.    If to Company:

            Farmers & Merchants State Bank
            Attn: Chairman, Compensation Committee
            307-11 N. Defiance Street
            Box 216
            Archbold, OH  43502

      2.    If to Executive:

            Barbara J. Britenriker
            24794 U.S. Highway 6
            Stryker, Ohio 43557

      Company or Executive may, by notice given to the other from time to time
      and at any time, designate a different address for making payments
      required to be made, and for the giving of notices or other communications
      required or permitted to be given, to the party designating such new
      address.

B.    Payroll Taxes

      Any payment required or permitted to be made or given to Executive under
      this Agreement shall be subject to the withholding and other requirements
      of applicable laws, and to the deduction requirements of any benefit plan
      maintained by Company in which Executive is a participant, and to all
      reporting, filing and other requirements in respect of such payments, and
      Company shall use its best efforts promptly to satisfy all such
      requirements.

C.    Governing Law

      This Agreement shall be governed by and construed in accordance with the
      laws of the State of Ohio.

D.    Duplicate Originals

      This Agreement may be executed in one or more counterparts, each of which
      shall be deemed to be a duplicate original, but all of which, taken
      together, shall constitute a single instrument.

E.    Captions

      The captions contained in this Agreement are included only for convenience
      of reference and do not define, limit, explain or modify this Agreement or
      its interpretations, construction or meaning and are in no way to be
      construed as a part of this Agreement.

                                                                               7
<PAGE>

F.    Severability

      If any provision of this Agreement or the application of any provision to
      any person or any circumstances shall be determined to be invalid or
      unenforceable, such provision or portion thereof shall nevertheless be
      effective and enforceable to the extent determined reasonable. Such
      determination shall not affect any other provision of this Agreement or
      the application of said provision to any other person or circumstance, all
      of which other provisions shall remain in full force and effect, and it is
      the intention of Company and Executive that if any provision of this
      Agreement is susceptible of two or more constructions, one of which would
      render the provision enforceable and the other or others of which would
      render the provisions unenforceable, then the provisions shall have the
      meaning which renders it enforceable.

G.    Number and Gender

      When used in this Agreement, the number and gender of each pronoun shall
      be construed to be such number and gender as the context, circumstances or
      its antecedent may require.

H.    Successors and Assigns

      This Agreement shall inure to the benefit of and be binding upon the
      successors and assigns (including successive, as well as immediate,
      successors and assigns) of Company; provided, however, that Company may
      not assign this Agreement or any of its rights or obligations hereunder to
      any party other than a corporation which succeeds to substantially all of
      the business and assets of Company by merger, consolidation, sale of
      assets or otherwise. This Agreement shall inure to the benefit of and be
      binding upon the successor and assigns (including successive, as well as
      immediate, successors and assigns) of Executive; provided, however, that
      the right of Executive under this Agreement may be assigned only to his
      personal representative or trustee or by will or pursuant to applicable
      laws of descent and distribution.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
on and to be effective on February 18, 2004.

IN THE PRESENCE OF:                              EXECUTIVE

                                                 /s/ Barbara J. Britenriker
- -------------------------------                  ------------------------------
                                                 Barbara J. Britenriker
- -------------------------------

IN THE PRESENCE OF:                              FARMERS & MERCHANTS
                                                 STATE BANK

                                                 By:  /s/ Joe E. Crossgrove
- --------------------------------                      ----------------------

                                                 Its: Chairman
- --------------------------------


                                                                               8
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>4
<FILENAME>k92434exv10w3.txt
<DESCRIPTION>CHANGE IN CONTROL AGREEMENT - EDWARD A. LEININGER
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.3

                      FARMERS & MERCHANTS STATE BANK, INC.
                               CHANGE IN CONTROL -
                        SEVERANCE COMPENSATION AGREEMENT

      This is a Change in Control - Severance Compensation Agreement (the
"Agreement") made by and between Farmers & Merchants State Bank ("Company") and
Edward A. Leininger ("Executive").

                                    RECITALS

      WHEREAS, Company is a bank which is engaged in the business of banking and
businesses incidental thereto.

      WHEREAS, Executive possesses unique skills, knowledge and experience
relating to the business of the Company.

      WHEREAS, Company desires to recognize the past and future services of
Executive, and, in that connection, Executive desires to be assured that, in the
event of a change in the control of Company, Executive will be provided with an
adequate severance payment for termination without cause or as compensation for
Executive's Severance because of a material change in his duties and functions.

      WHEREAS, Company desires to be assured of the objectivity of Executive in
evaluating a potential change of control and advising whether or not a potential
change of control is in the best interest of Company and its shareholders.

      WHEREAS, Company desires to induce Executive to remain in the employ of
the Company (as hereinafter defined) following a change of control to provide
for continuity of management.

      NOW, THEREFORE, in consideration of the premises and of their mutual
covenants expressed in this Agreement, the parties hereto make the following
agreement, intending to be legally bound thereby:

SECTION 1 - DEFINITIONS

A.    Board - "Board" shall mean the Board of Directors of Company.

B.    Cause - "Cause" shall mean and be limited to Executive's (a) criminal
      dishonesty, (b) failure to perform his duties on an exclusive and
      substantially full-time basis (unless unable to so perform by reason of
      disability), (c) failure to act in accordance with any specific
      substantive instructions given by Company with respect to Executive's

                                                                               1
<PAGE>

      performance of duties normally associated with his position prior to the
      Change in Control (unless unable to so perform by reason of disability),
      or (d) engaging in conduct which could be materially damaging to Company
      without a reasonable good faith belief that such conduct was in the best
      interest of Company.

C.    Change in Control - A "Change" in Control" shall result if, and shall be
      deemed to have occurred on the date of, a transaction pursuant to which:

      1.    Any person or group (as such terms are used in connection with
            Sections 13(d) and 14(d) of the Exchange Act) is or becomes the
            "beneficial owner" (as defined in Rule 13(d)(3) and 13(d)(5) under
            the Exchange Act), directly or indirectly, of securities of the
            Company representing 35% or more of the combined voting power of the
            Company's then outstanding securities;

      2.    A merger, consolidation, sale of assets, reorganization, or proxy
            contest is consummated and, as a consequence of which, members of
            the Board in office immediately prior to such transaction or event
            constitute less than a majority of the Board thereafter;

      3.    During any period of 24 consecutive months, individuals who at the
            beginning of such period constitute the Board (including for this
            purpose any new director whose election or nomination for election
            by the Company's stockholders was approved by a vote of at least
            one-half of the directors then still in office who were directors at
            the beginning of such period) cease for any reason to constitute at
            least a majority of the Board; or

      4.    A merger, consolidation or reorganization is consummated with any
            other corporation pursuant to which the shareholders of the Company
            immediately prior to the merger, consolidation or reorganization do
            not immediately thereafter directly or indirectly own more than
            fifty percent (50%) of the combined voting power of the voting
            securities entitled to vote in the election of directors of the
            merged, consolidated or reorganized entity.

      Notwithstanding the foregoing, no trust Department or designated fiduciary
      or other trustee of such trust department of the Company or a subsidiary
      of the Company, or other similar fiduciary capacity of the Company with
      direct voting control of the stock shall be treated as a person or group
      within the meaning of subsection C.1. hereof. Further, no profit-sharing,
      employee stock ownership, employee stock purchase and savings, employee
      pension, or other employee benefit plan of the Company or any of its
      subsidiaries, and no Trustee of any such plan in its capacity as such
      Trustee, shall be treated as a person or group within the meaning of
      subsection C.1. hereof.

D.    Code - "Code" shall mean the Internal Revenue Code of 1986, as amended
      from time to time.

E.    Company - "Company" shall include Farmers & Merchants Bancorp, Inc. and
      any

                                                                               2
<PAGE>

      members of its Affiliated Group, as that term is defined in Section 1504
      of the Code, and shall include any predecessor corporations of the Company
      and its Affiliated Group.

F.    Disability - "Disability" shall mean disability as determined under the
      plans, policies or programs applicable to the Executive and if no such
      plan, policy or program exists, "disability" shall mean the Executive is
      unable to perform the material and substantial functions or duties of the
      Executive's position due a medical condition (including mental
      conditions).

G.    Exchange Act - "Exchange Act" means The Securities Exchange Act of 1934.

H.    One Year of Compensation - "One Year of Compensation" means the annual
      equivalent of the highest rate of the Executive's salary in effect during
      the one-year period ending with the date of the Change in Control, and the
      average amount paid in bonus and other incentive compensation for the
      three year period ending with the date of the Change in Control.

SECTION 2 - TERM OF AGREEMENT

This Agreement shall be effective from the date of this Agreement until the
Agreement Termination Date, which is the later of: (i) Company's payment of any
amounts due under Sections 4 and 6, and (ii) the earliest of:

A.    The date this Agreement is mutually rescinded.

B.    The date prior to a Change in Control on which the Executive's employment
      with the Company is terminated by death, retirement, disability,
      resignation, or dismissal for any reason.

C.    The date Executive's employment is terminated for Cause after a Change in
      Control.

D.    The date which is two (2) years after the date of a Change in Control.

E.    The date which the Company or any other member of its Affiliated Group,
      and over which Executive has managerial control, or which employs
      Executive, and which is a depository institution that is insured by an
      agency of any state or the United States Federal Government:

      1.    becomes insolvent; or

      2.    has appointed any conservator or receiver; or

      3.    is determined by an appropriate federal banking agency to be in a
            troubled condition, as defined in the applicable law and
            regulations; or

                                                                               3
<PAGE>

      4.    is assigned a composite rating of 4 or 5 by the appropriate federal
            banking agency or is informed in writing by the Federal Deposit
            Insurance Corporation that it is rated a 4 or 5 under the Uniform
            Financial Institution's Rating System of the Federal Financial
            Institutions Examination Council; or

      5.    has initiated against it by the Federal Deposit Insurance
            Corporation a proceeding to terminate or suspend deposit insurance;
            or

      6.    reasonably determines in good faith and with due care that the
            payments called for under this Agreement, or the obligations and
            promises assumed and made under this Agreement have become
            proscribed under applicable law or regulations. Provided, however,
            if such law or regulations apply prospectively only, or for some
            other reason do not apply to this Agreement, then this Agreement
            shall not be deemed by Company to be proscribed.

SECTION 3 - REDUCTION IN COMPENSATION PROSCRIBED AFTER A CHANGE IN CONTROL

During the term of this Agreement from the date of a Change in Control forward,
Executive shall receive as compensation, while still employed by Company, a
salary at a rate no less than the highest rate in effect during the one-year
period before the Change in Control, and shall, in addition, be entitled to
receive a bonus equal to at least the average of the last three years of bonuses
paid before the Change in Control. In addition, during such period, the Company
shall provide for Executive all of the fringe benefits and other perquisites as
provided to any similarly situated employee of the Company, including but not
limited to retirement benefits, health, disability, dental, life insurance, club
memberships, etc., all of which shall be at levels and amounts no less favorable
than levels and amounts in effect as of the Change in Control and at the same
cost to Executive as provided to any similarly situated employee of Company.

SECTION 4 - PAYMENTS AND BENEFITS FOR TERMINATION OF EMPLOYMENT RELATED TO A
CHANGE IN CONTROL

A.    If during the term of this Agreement and:

      1.    Within four (4) months before the date of a Change in Control, as
            defined in Agreement Section 1.C. (1, 2 and 4), Executive resigns
            because he has: (i) had his compensation reduced, or (ii) had his
            principal place of employment transferred away from Fulton County,
            Defiance County or a county contiguous to Fulton County Ohio;

      2.    Within two (2) years after the date of a Change in Control,
            Executive is discharged without Cause or Executive resigns because
            he has: (i) had his compensation reduced or, (ii) had his principal
            place of employment transferred away from Fulton County, Defiance
            County or a county contiguous to Fulton County Ohio ; or

      3.    Within one year before the date of a Change in Control, the
            Executive is discharged by Company other than for Cause;

                                                                               4
<PAGE>


      Then the Company shall make the payments to Executive set forth in
      subsection B of this Section 4.

B.    In the event of the termination of Executive's employment as described in
      Section 4.A. Executive shall be entitled to receive One Year of
      Compensation paid in either of the following methods as determined in the
      sole discretion of the Company:

      1.    in one lump sum payment within fourteen (14) days of the later of
            termination or Change in Control; or

      2.    in twenty-four (24) semi-monthly payments of 1/24 of One Year of
            Compensation beginning within fourteen (14) days of the later of
            termination or Change in Control.

C.    If Executive's employment is terminated as described in Section 4.A. (1 or
      2), then in addition to the above cash payment(s), Company shall continue
      at no cost to Executive for the term of the Benefit Period as defined
      below, Executive's coverage in Company's health, disability, dental, and
      life insurance at the same levels that had been provided immediately prior
      to his termination of employment. The Benefit Period shall commence on the
      date of termination of the Executive's employment and shall end on the
      last day of the 12th consecutive whole month thereafter.

D.    In the event Executive dies before collecting all amounts and benefits due
      under this Section, any payments owed shall be paid to the person or
      persons as stated in the last designation of beneficiary concerning this
      Agreement signed by Executive and filed with Company, and if no such
      designation has been made, then to the surviving spouse, and if there is
      no surviving spouse, to his/her estate.

E.    The payments and benefits provided for herein are in lieu of compensation,
      benefits or amounts the Executive might otherwise be entitled to from the
      Company by reason of termination of employment (except as required or
      mandated by law).

F.    In the event the payments required under this Agreement, when added
      together with any other amounts required to be included by Executive under
      the provisions of the Code, result in an "Excess Parachute Payment," as
      that term is defined in Section 280G of the Code, then the amount of the
      payments provided for in this Agreement shall be increased in an amount
      equal to 140% of any excise tax imposed under Section 4999 (or any
      successor thereto) of the Code and otherwise payable by the Executive.

G.    Any subsequent employment by Executive shall not reduce the obligation of
      the Company to make the full payments and provide the full benefits
      specified herein and Executive shall have no obligation to seek other
      employment or otherwise mitigate the effect of his discharge from
      employment.

                                                                               5
<PAGE>

SECTION 5 - PROVISION FOR OUTPLACEMENT SERVICES

In the event of the termination of employment of Executive as specified in
Section 4.A. (1 and 2) of this Agreement, Executive shall be entitled to six
months of out-placement services following termination of employment. Such
services shall include employment counseling, resume services, executive
placement services and similar services generally provided to executives by
professional executive out placement service providers. All costs of such out
placement services shall be paid for by the Company.

SECTION 6 - ARBITRATION

Subject to the Company's right to seek injunctive relief under Section 8 of this
Agreement, the parties hereto agree to arbitrate any issue, misunderstanding,
disagreement or dispute in connection with the terms in effect in this Agreement
before an arbitrator or an arbitration panel as hereinafter. The parties may
agree to one mutually acceptable arbitrator. If the parties have been unable to
agree upon one arbitrator, then each party may appoint one arbitrator and the
two appointed arbitrators shall appoint a third neutral arbitrator. If the
arbitrators selected by the parties are unable or fail to agree upon the third
arbitrator, an Ohio common pleas court judge located in Fulton County Ohio
chosen at random shall select the third arbitrator. Failure by a party to
appoint an arbitrator, within 30 days of receipt of notice of the appointment of
an arbitrator by the other party, shall be deemed as acceptance of arbitration
by such single arbitrator. The arbitration shall occur in Archbold, Ohio, or
such other place as mutually agreed upon. The prevailing party shall be entitled
to recover any and all costs associated with any arbitration proceeding (and any
subsequent proceeding to enforce rights thereunder) including the recovery of
reasonable attorneys fees. Judgment on the award rendered by the arbitrator(s)
may be entered in any court having jurisdiction thereof.

SECTION 7 - RIGHT TO OTHER BENEFITS

Nothing in this Agreement shall abridge, eliminate, or cause Executive to lose
Executive's right or entitlement to any other Company benefit to which Executive
may be entitled due to his status as an employee under any plan or policy of
Company on such terms and conditions as are required of any employee under any
plan or policy of Company. Further, nothing in this Agreement shall create in
Executive any greater rights or entitlements, except as specified in this
Agreement. The plans and policies referred to in this Section 7 include, but are
not limited to, qualified and nonqualified retirement plans, life insurance
plans, dental, disability or health insurance benefits, severance policies, and
accrued vacation pay.

SECTION 8 - MISCELLANEOUS

A.    Notice and Payments

      All payments required or permitted to be made under the provisions of this
      Agreement, and all notices and other communications required or permitted
      to be given or delivered under this Agreement to Company or to Executive,
      which notices or communications must be in writing, shall be deemed to
      have been given if delivered by hand, or mailed by first-class mail,
      addressed as follows:

                                                                               6
<PAGE>

      1.    If to Company:

            Farmers & Merchants State Bank
            Attn: Chairman, Compensation Committee
            307-11 N. Defiance Street
            Box 216
            Archbold, OH  43502

      2.    If to Executive:

            Edward A. Leininger
            105 St. Anne Street
            Archbold, Ohio 43502

      Company or Executive may, by notice given to the other from time to time
      and at any time, designate a different address for making payments
      required to be made, and for the giving of notices or other communications
      required or permitted to be given, to the party designating such new
      address.

B.    Payroll Taxes

      Any payment required or permitted to be made or given to Executive under
      this Agreement shall be subject to the withholding and other requirements
      of applicable laws, and to the deduction requirements of any benefit plan
      maintained by Company in which Executive is a participant, and to all
      reporting, filing and other requirements in respect of such payments, and
      Company shall use its best efforts promptly to satisfy all such
      requirements.

C.    Governing Law

      This Agreement shall be governed by and construed in accordance with the
      laws of the State of Ohio.

D.    Duplicate Originals

      This Agreement may be executed in one or more counterparts, each of which
      shall be deemed to be a duplicate original, but all of which, taken
      together, shall constitute a single instrument.

E.    Captions

      The captions contained in this Agreement are included only for convenience
      of reference and do not define, limit, explain or modify this Agreement or
      its interpretations, construction or meaning and are in no way to be
      construed as a part of this Agreement.

                                                                               7
<PAGE>

F.    Severability

      If any provision of this Agreement or the application of any provision to
      any person or any circumstances shall be determined to be invalid or
      unenforceable, such provision or portion thereof shall nevertheless be
      effective and enforceable to the extent determined reasonable. Such
      determination shall not affect any other provision of this Agreement or
      the application of said provision to any other person or circumstance, all
      of which other provisions shall remain in full force and effect, and it is
      the intention of Company and Executive that if any provision of this
      Agreement is susceptible of two or more constructions, one of which would
      render the provision enforceable and the other or others of which would
      render the provisions unenforceable, then the provisions shall have the
      meaning which renders it enforceable.

G.    Number and Gender

      When used in this Agreement, the number and gender of each pronoun shall
      be construed to be such number and gender as the context, circumstances or
      its antecedent may require.

H.    Successors and Assigns

      This Agreement shall inure to the benefit of and be binding upon the
      successors and assigns (including successive, as well as immediate,
      successors and assigns) of Company; provided, however, that Company may
      not assign this Agreement or any of its rights or obligations hereunder to
      any party other than a corporation which succeeds to substantially all of
      the business and assets of Company by merger, consolidation, sale of
      assets or otherwise. This Agreement shall inure to the benefit of and be
      binding upon the successor and assigns (including successive, as well as
      immediate, successors and assigns) of Executive; provided, however, that
      the right of Executive under this Agreement may be assigned only to his
      personal representative or trustee or by will or pursuant to applicable
      laws of descent and distribution.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
on and to be effective on February 18, 2004.

IN THE PRESENCE OF:              EXECUTIVE

                                 /s/ Edward A. Leininger
- ------------------------------   ----------------------------------------------
                                 Edward A. Leininger

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

IN THE PRESENCE OF:              FARMERS & MERCHANTS
                                 STATE BANK

                                 By: /s/ Joe E. Crossgrove
- ------------------------------       ------------------------------------------

                                 Its: Chairman
- ------------------------------

                                                                               8
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>5
<FILENAME>k92434exv10w4.txt
<DESCRIPTION>CHANGE IN CONTROL AGREEMENT - REX D. RICE
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.4

                      FARMERS & MERCHANTS STATE BANK, INC.
                               CHANGE IN CONTROL -
                        SEVERANCE COMPENSATION AGREEMENT

      This is a Change in Control - Severance Compensation Agreement (the
"Agreement") made by and between Farmers & Merchants State Bank ("Company") and
Rex D. Rice ("Executive").

                                    RECITALS

      WHEREAS, Company is a bank which is engaged in the business of banking and
businesses incidental thereto.

      WHEREAS, Executive possesses unique skills, knowledge and experience
relating to the business of the Company.

      WHEREAS, Company desires to recognize the past and future services of
Executive, and, in that connection, Executive desires to be assured that, in the
event of a change in the control of Company, Executive will be provided with an
adequate severance payment for termination without cause or as compensation for
Executive's Severance because of a material change in his duties and functions.

      WHEREAS, Company desires to be assured of the objectivity of Executive in
evaluating a potential change of control and advising whether or not a potential
change of control is in the best interest of Company and its shareholders.

      WHEREAS, Company desires to induce Executive to remain in the employ of
the Company (as hereinafter defined) following a change of control to provide
for continuity of management.

      NOW, THEREFORE, in consideration of the premises and of their mutual
covenants expressed in this Agreement, the parties hereto make the following
agreement, intending to be legally bound thereby:

SECTION 1 - DEFINITIONS

A.    Board - "Board" shall mean the Board of Directors of Company.

B.    Cause - "Cause" shall mean and be limited to Executive's (a) criminal
      dishonesty, (b) failure to perform his duties on an exclusive and
      substantially full-time basis (unless unable to so perform by reason of
      disability), (c) failure to act in accordance with any specific
      substantive instructions given by Company with respect to Executive's

                                                                               1

<PAGE>

      performance of duties normally associated with his position prior to the
      Change in Control (unless unable to so perform by reason of disability),
      or (d) engaging in conduct which could be materially damaging to Company
      without a reasonable good faith belief that such conduct was in the best
      interest of Company.

C.    Change in Control - A "Change" in Control" shall result if, and shall be
      deemed to have occurred on the date of, a transaction pursuant to which:

      1.    Any person or group (as such terms are used in connection with
            Sections 13(d) and 14(d) of the Exchange Act) is or becomes the
            "beneficial owner" (as defined in Rule 13(d)(3) and 13(d)(5) under
            the Exchange Act), directly or indirectly, of securities of the
            Company representing 35% or more of the combined voting power of the
            Company's then outstanding securities;

      2.    A merger, consolidation, sale of assets, reorganization, or proxy
            contest is consummated and, as a consequence of which, members of
            the Board in office immediately prior to such transaction or event
            constitute less than a majority of the Board thereafter;

      3.    During any period of 24 consecutive months, individuals who at the
            beginning of such period constitute the Board (including for this
            purpose any new director whose election or nomination for election
            by the Company's stockholders was approved by a vote of at least
            one-half of the directors then still in office who were directors at
            the beginning of such period) cease for any reason to constitute at
            least a majority of the Board; or

      4.    A merger, consolidation or reorganization is consummated with any
            other corporation pursuant to which the shareholders of the Company
            immediately prior to the merger, consolidation or reorganization do
            not immediately thereafter directly or indirectly own more than
            fifty percent (50%) of the combined voting power of the voting
            securities entitled to vote in the election of directors of the
            merged, consolidated or reorganized entity.

      Notwithstanding the foregoing, no trust Department or designated fiduciary
      or other trustee of such trust department of the Company or a subsidiary
      of the Company, or other similar fiduciary capacity of the Company with
      direct voting control of the stock shall be treated as a person or group
      within the meaning of subsection C.1. hereof. Further, no profit-sharing,
      employee stock ownership, employee stock purchase and savings, employee
      pension, or other employee benefit plan of the Company or any of its
      subsidiaries, and no Trustee of any such plan in its capacity as such
      Trustee, shall be treated as a person or group within the meaning of
      subsection C.1. hereof.

D.    Code - "Code" shall mean the Internal Revenue Code of 1986, as amended
      from time to time.

E.    Company - "Company" shall include Farmers & Merchants Bancorp, Inc. and
      any

                                                                               2

<PAGE>

      members of its Affiliated Group, as that term is defined in Section 1504
      of the Code, and shall include any predecessor corporations of the Company
      and its Affiliated Group.

F.    Disability - "Disability" shall mean disability as determined under the
      plans, policies or programs applicable to the Executive and if no such
      plan, policy or program exists, "disability" shall mean the Executive is
      unable to perform the material and substantial functions or duties of the
      Executive's position due a medical condition (including mental
      conditions).

G.    Exchange Act - "Exchange Act" means The Securities Exchange Act of 1934.

H.    One Year of Compensation - "One Year of Compensation" means the annual
      equivalent of the highest rate of the Executive's salary in effect during
      the one-year period ending with the date of the Change in Control, and the
      average amount paid in bonus and other incentive compensation for the
      three year period ending with the date of the Change in Control.

SECTION 2 - TERM OF AGREEMENT

This Agreement shall be effective from the date of this Agreement until the
Agreement Termination Date, which is the later of: (i) Company's payment of any
amounts due under Sections 4 and 6, and (ii) the earliest of:

A.    The date this Agreement is mutually rescinded.

B.    The date prior to a Change in Control on which the Executive's employment
      with the Company is terminated by death, retirement, disability,
      resignation, or dismissal for any reason.

C.    The date Executive's employment is terminated for Cause after a Change in
      Control.

D.    The date which is two (2) years after the date of a Change in Control.

E.    The date which the Company or any other member of its Affiliated Group,
      and over which Executive has managerial control, or which employs
      Executive, and which is a depository institution that is insured by an
      agency of any state or the United States Federal Government:

      1.    becomes insolvent; or

      2.    has appointed any conservator or receiver; or

      3.    is determined by an appropriate federal banking agency to be in a
            troubled condition, as defined in the applicable law and
            regulations; or

                                                                               3

<PAGE>

      4.    is assigned a composite rating of 4 or 5 by the appropriate federal
            banking agency or is informed in writing by the Federal Deposit
            Insurance Corporation that it is rated a 4 or 5 under the Uniform
            Financial Institution's Rating System of the Federal Financial
            Institutions Examination Council; or

      5.    has initiated against it by the Federal Deposit Insurance
            Corporation a proceeding to terminate or suspend deposit insurance;
            or

      6.    reasonably determines in good faith and with due care that the
            payments called for under this Agreement, or the obligations and
            promises assumed and made under this Agreement have become
            proscribed under applicable law or regulations. Provided, however,
            if such law or regulations apply prospectively only, or for some
            other reason do not apply to this Agreement, then this Agreement
            shall not be deemed by Company to be proscribed.

SECTION 3 - REDUCTION IN COMPENSATION PROSCRIBED AFTER A CHANGE IN CONTROL

During the term of this Agreement from the date of a Change in Control forward,
Executive shall receive as compensation, while still employed by Company, a
salary at a rate no less than the highest rate in effect during the one-year
period before the Change in Control, and shall, in addition, be entitled to
receive a bonus equal to at least the average of the last three years of bonuses
paid before the Change in Control. In addition, during such period, the Company
shall provide for Executive all of the fringe benefits and other perquisites as
provided to any similarly situated employee of the Company, including but not
limited to retirement benefits, health, disability, dental, life insurance, club
memberships, etc., all of which shall be at levels and amounts no less favorable
than levels and amounts in effect as of the Change in Control and at the same
cost to Executive as provided to any similarly situated employee of Company.

SECTION 4 - PAYMENTS AND BENEFITS FOR TERMINATION OF EMPLOYMENT RELATED TO A
CHANGE IN CONTROL

A.    If during the term of this Agreement and:

      1.    Within four (4) months before the date of a Change in Control, as
            defined in Agreement Section 1.C. (1, 2 and 4), Executive resigns
            because he has: (i) had his compensation reduced, or (ii) had his
            principal place of employment transferred away from Fulton County,
            Defiance County or a county contiguous to Fulton County Ohio;

      2.    Within two (2) years after the date of a Change in Control,
            Executive is discharged without Cause or Executive resigns because
            he has: (i) had his compensation reduced or, (ii) had his principal
            place of employment transferred away from Fulton County, Defiance
            County or a county contiguous to Fulton County Ohio ; or

      3.    Within one year before the date of a Change in Control, the
            Executive is discharged by Company other than for Cause;


                                                                               4

<PAGE>


      Then the Company shall make the payments to Executive set forth in
      subsection B of this Section 4.

B.    In the event of the termination of Executive's employment as described in
      Section 4.A. Executive shall be entitled to receive One Year of
      Compensation paid in either of the following methods as determined in the
      sole discretion of the Company:

      1.    in one lump sum payment within fourteen (14) days of the later of
            termination or Change in Control; or

      2.    in twenty-four (24) semi-monthly payments of 1/24 of One Year of
            Compensation beginning within fourteen (14) days of the later of
            termination or Change in Control.

C.    If Executive's employment is terminated as described in Section 4.A. (1 or
      2), then in addition to the above cash payment(s), Company shall continue
      at no cost to Executive for the term of the Benefit Period as defined
      below, Executive's coverage in Company's health, disability, dental, and
      life insurance at the same levels that had been provided immediately prior
      to his termination of employment. The Benefit Period shall commence on the
      date of termination of the Executive's employment and shall end on the
      last day of the 12th consecutive whole month thereafter.

D.    In the event Executive dies before collecting all amounts and benefits due
      under this Section, any payments owed shall be paid to the person or
      persons as stated in the last designation of beneficiary concerning this
      Agreement signed by Executive and filed with Company, and if no such
      designation has been made, then to the surviving spouse, and if there is
      no surviving spouse, to his/her estate.

E.    The payments and benefits provided for herein are in lieu of compensation,
      benefits or amounts the Executive might otherwise be entitled to from the
      Company by reason of termination of employment (except as required or
      mandated by law).

F.    In the event the payments required under this Agreement, when added
      together with any other amounts required to be included by Executive under
      the provisions of the Code, result in an "Excess Parachute Payment," as
      that term is defined in Section 280G of the Code, then the amount of the
      payments provided for in this Agreement shall be increased in an amount
      equal to 140% of any excise tax imposed under Section 4999 (or any
      successor thereto) of the Code and otherwise payable by the Executive.

G.    Any subsequent employment by Executive shall not reduce the obligation of
      the Company to make the full payments and provide the full benefits
      specified herein and Executive shall have no obligation to seek other
      employment or otherwise mitigate the effect of his discharge from
      employment.

                                                                               5

<PAGE>

SECTION 5 - PROVISION FOR OUTPLACEMENT SERVICES

In the event of the termination of employment of Executive as specified in
Section 4.A. (1 and 2) of this Agreement, Executive shall be entitled to six
months of out-placement services following termination of employment. Such
services shall include employment counseling, resume services, executive
placement services and similar services generally provided to executives by
professional executive out placement service providers. All costs of such out
placement services shall be paid for by the Company.

SECTION 6 - ARBITRATION

Subject to the Company's right to seek injunctive relief under Section 8 of this
Agreement, the parties hereto agree to arbitrate any issue, misunderstanding,
disagreement or dispute in connection with the terms in effect in this Agreement
before an arbitrator or an arbitration panel as hereinafter. The parties may
agree to one mutually acceptable arbitrator. If the parties have been unable to
agree upon one arbitrator, then each party may appoint one arbitrator and the
two appointed arbitrators shall appoint a third neutral arbitrator. If the
arbitrators selected by the parties are unable or fail to agree upon the third
arbitrator, an Ohio common pleas court judge located in Fulton County Ohio
chosen at random shall select the third arbitrator. Failure by a party to
appoint an arbitrator, within 30 days of receipt of notice of the appointment of
an arbitrator by the other party, shall be deemed as acceptance of arbitration
by such single arbitrator. The arbitration shall occur in Archbold, Ohio, or
such other place as mutually agreed upon. The prevailing party shall be entitled
to recover any and all costs associated with any arbitration proceeding (and any
subsequent proceeding to enforce rights thereunder) including the recovery of
reasonable attorneys fees. Judgment on the award rendered by the arbitrator(s)
may be entered in any court having jurisdiction thereof.

SECTION 7 - RIGHT TO OTHER BENEFITS

Nothing in this Agreement shall abridge, eliminate, or cause Executive to lose
Executive's right or entitlement to any other Company benefit to which Executive
may be entitled due to his status as an employee under any plan or policy of
Company on such terms and conditions as are required of any employee under any
plan or policy of Company. Further, nothing in this Agreement shall create in
Executive any greater rights or entitlements, except as specified in this
Agreement. The plans and policies referred to in this Section 7 include, but are
not limited to, qualified and nonqualified retirement plans, life insurance
plans, dental, disability or health insurance benefits, severance policies, and
accrued vacation pay.

SECTION 8 - MISCELLANEOUS

A.    Notice and Payments

      All payments required or permitted to be made under the provisions of this
      Agreement, and all notices and other communications required or permitted
      to be given or delivered under this Agreement to Company or to Executive,
      which notices or communications must be in writing, shall be deemed to
      have been given if delivered by hand, or mailed by first-class mail,
      addressed as follows:

                                                                               6

<PAGE>

      1.    If to Company:

            Farmers & Merchants State Bank
            Attn:  Chairman, Compensation Committee
            307-11 N. Defiance Street
            Box 216
            Archbold, OH  43502

      2.    If to Executive:

            Rex D. Rice
            710 Pine Street
            Wauseon, Ohio 43567

      Company or Executive may, by notice given to the other from time to time
      and at any time, designate a different address for making payments
      required to be made, and for the giving of notices or other communications
      required or permitted to be given, to the party designating such new
      address.

B.    Payroll Taxes

      Any payment required or permitted to be made or given to Executive under
      this Agreement shall be subject to the withholding and other requirements
      of applicable laws, and to the deduction requirements of any benefit plan
      maintained by Company in which Executive is a participant, and to all
      reporting, filing and other requirements in respect of such payments, and
      Company shall use its best efforts promptly to satisfy all such
      requirements.

C.    Governing Law

      This Agreement shall be governed by and construed in accordance with the
      laws of the State of Ohio.

D.    Duplicate Originals

      This Agreement may be executed in one or more counterparts, each of which
      shall be deemed to be a duplicate original, but all of which, taken
      together, shall constitute a single instrument.

E.    Captions

      The captions contained in this Agreement are included only for convenience
      of reference and do not define, limit, explain or modify this Agreement or
      its interpretations, construction or meaning and are in no way to be
      construed as a part of this Agreement.

                                                                               7
<PAGE>

F.    Severability

      If any provision of this Agreement or the application of any provision to
      any person or any circumstances shall be determined to be invalid or
      unenforceable, such provision or portion thereof shall nevertheless be
      effective and enforceable to the extent determined reasonable. Such
      determination shall not affect any other provision of this Agreement or
      the application of said provision to any other person or circumstance, all
      of which other provisions shall remain in full force and effect, and it is
      the intention of Company and Executive that if any provision of this
      Agreement is susceptible of two or more constructions, one of which would
      render the provision enforceable and the other or others of which would
      render the provisions unenforceable, then the provisions shall have the
      meaning which renders it enforceable.

G.    Number and Gender

      When used in this Agreement, the number and gender of each pronoun shall
      be construed to be such number and gender as the context, circumstances or
      its antecedent may require.

H.    Successors and Assigns

      This Agreement shall inure to the benefit of and be binding upon the
      successors and assigns (including successive, as well as immediate,
      successors and assigns) of Company; provided, however, that Company may
      not assign this Agreement or any of its rights or obligations hereunder to
      any party other than a corporation which succeeds to substantially all of
      the business and assets of Company by merger, consolidation, sale of
      assets or otherwise. This Agreement shall inure to the benefit of and be
      binding upon the successor and assigns (including successive, as well as
      immediate, successors and assigns) of Executive; provided, however, that
      the right of Executive under this Agreement may be assigned only to his
      personal representative or trustee or by will or pursuant to applicable
      laws of descent and distribution.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
on and to be effective on February 18, 2004.

IN THE PRESENCE OF:                           EXECUTIVE

                                              /s/ Rex D. Rice
- ---------------------------------             ----------------------------------
                                              Rex D. Rice
- ---------------------------------

IN THE PRESENCE OF:                           FARMERS & MERCHANTS
                                              STATE BANK

                                              By: /s/ Joe E. Crossgrove
- ---------------------------------                 ------------------------------

                                              Its: Chairman
- ---------------------------------

                                                                               8
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>6
<FILENAME>k92434exv10w5.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT BETWEEN THE COMPANY & PAUL S. SIEBENMORGEN
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.5

                       THE FARMERS & MERCHANTS STATE BANK
                            307-11 N. DEFIANCE STREET
                              ARCHBOLD, OHIO 43502

May 7, 2004

PERSONAL AND CONFIDENTIAL

Mr. Paul S. Siebenmorgen
2189 Scarlet Oak Drive
Avon, IN 46123

Dear Paul:

This letter will confirm the terms of your employment with The Farmers &
Merchants State Bank , (the "Bank") as its Senior Executive Vice President. We
understand that you will start your employment with the Bank on a date to be
mutually agreed upon, pending conclusion of background checks by regulatory
agencies. Your initial compensation will be comprised of an annualized base
salary of $150,000 and you will be eligible for a cash bonus at the end of 2004
of $20,000.

In connection with your agreement to join the Bank as its Senior Executive Vice
President, the Board of Directors will grant to you, $30,000 of Farmers &
Merchants Bancorp, Inc. common stock. Our attorneys will provide the appropriate
documentation to convey this grant promptly after you arrive at the Bank. We
have advised you that the stock grant will be subject to certain restrictions
upon resale, as required by federal and state securities laws. Therefore, you
will generally not be able to sell the stock granted to you for at least several
years, and then only upon compliance with certain securities laws.

At the present time we do not have an option plan. The Board has undertaken to
study the desirability of such a plan, in the near future. If the Board does
implement such a plan it would be our intent that you would participate in the
plan as a senior level executive.

The Board has indicated its intent to provide you with certain protection in the
event of a change in control of Farmers & Merchants Bancorp, Inc. similar to
that provided to its other senior officers. This will be accomplished during
your initial year of employment with the Bank.

The Bank will provide you with its customary benefits available to all
employees, at levels commensurate with your status as a senior executive. You
will have four weeks of paid vacation time annually, life insurance, health
benefits and participation in the 401k plan of the Bank, subject to its terms.
In addition, you will be provided a corporate

<PAGE>

membership at the Orchard Hills Country Club in order to assist you in carrying
out your duties as a senior executive of the Bank.

The Bank will reimburse you for your reasonable moving expenses, including costs
associated with travel to locate housing for you and your family. The Board asks
that you obtain two competitive estimates in connection with retaining a moving
company.

The Board has asked that I indicate to you its intent to name you as President
and CEO and a director of Farmers & Merchants Bancorp, Inc. and the Bank in
February of 2005 and to make a compensation adjustment at that time to increase
your base annual salary to $175,000. Of course, this is subject to the Board's
determination, at that time, to proceed with appointing you as the successor
CEO, and will be based on the Board's and your mutual agreement to do so.

Paul, on behalf of the entire Board of Directors and all of the employees of the
Bank, I extend our welcome to you and Marilyn to our Bank family.

Very truly yours,

/s/ Jack C. Johnson

Jack C. Johnson
Chairman of the Compensation Committee

I acknowledge receipt of this letter and agree to its terms.

/s/ Paul S. Siebenmorgen                    Dated: ------------------, 2004
- ------------------------------------
Paul S. Siebenmorgen
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>7
<FILENAME>k92434exv99w1.txt
<DESCRIPTION>COMPANY PRESS RELEASE, DATED FEBRUARY 18, 2005
<TEXT>
<PAGE>

                                                                    EXHIBIT 99.1

FARMERS & MERCHANTS BANCORP, INC.
                                                                            NEWS
                                                                         RELEASE

FOR IMMEDIATE RELEASE                                             CONTACT:
Friday February 18, 2005                                          Lydia A. Huber
                                                                  Secretary
                                                                  (419) 446-2501

Farmers & Merchants Bancorp, Inc. Announces Resignation of Chairman of the Board

Archbold, Ohio - Farmers & Merchants Bancorp, Inc. announced today the
resignation of Eugene D. Bernath as a member and Chairman of the Board of
Directors, upon reaching the Company's mandatory retirement age of 72. Joe E.
Crossgrove, a member of the Farmers & Merchants Bancorp, Inc. Board of Directors
since 1992, was promoted by the Board of Directors to the position of Chairman
of the Board. Mr. Crossgrove has been associated with The Farmers & Merchants
State Bank for over 42 years and has served as President and CEO since 1997.

Farmers & Merchants Bancorp, Inc. also announced the promotion of Paul S.
Siebenmorgen to President and CEO of The Farmers & Merchants State Bank. Mr.
Siebenmorgen also has been appointed to the Boards of Directors of the Company
and the Bank to fill the vacancy created by Mr. Bernath's resignation.

Farmers & Merchants Bancorp, Inc. is the holding company of The Farmers &
Merchants State Bank with the Main Office being located in Archbold, Ohio. The
Farmers & Merchants State Bank has 15 offices with locations in Fulton,
Williams, Henry, Defiance and Lucas counties of Northwest Ohio.
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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